Chaos has begun. Secrets have been revealed. The time for Walpurgis Night is approaching.
Following the fight with the witch, Sayaka slaughters her opponent and gave Kyouko the Grief Seed in return for saving her earlier on. Not being able to stand up right after the fight, Madoka lends her shoulder and leaves the scene with Sayaka.
Madoka persuades Sayaka to change her style since it wasn't "right" to fight to such an extent even though the pain could not be felt. That however, sparked the fuse in Sayaka, who had already begun to regret her actions after the despair of having Kyousuke taken away from her.
Sayaka's feelings then went loose told Madoka that she knew she had the potential as a Mahou Shoujo which wouldn't require her to succumb to a state similar to Sayaka's. If Madoka really wanted to know about Sayaka's feelings, Sayaka told her bluntly that becoming a Mahou Shoujo like her would be the best possible way.
Sayaka then leaves a distraught Madoka behind and began to cry, having saying those harsh words to Madoka out of impulse. With all the stress acting like a mountain above her, it wasn't unexpected for her to break down in front of Madoka at all.
Meanwhile, Kyouko and Homura met up to discuss the location where Walpurgis Night will occur, which Homura was very certain that it will materialise at the clock tower. Kyouko was still doubtful of Homura since she had always seem to knew everything before hand and that sparked the curiosity from Kyubey as well, who butted in to the meeting between the two.
Having realised that Kyubey had "eaten" their soul without proper consent between both sides, Kyouko bared her spear in the face of the cunning white creature. It didn't bring good news for the two and gave them another information:
Miki Sayaka is exhausting her powers and wouldn't last for long. Which would be problematic if things go out of hand.
Kyubey suspected that Homura could've already knew about the outcome of Miki Sayaka but before he could ask further questions, it was dismissed by the two since it wasn't welcomed. Just how much does Homura knows?
From that day on, it was probably the last Madoka ever saw of Sayaka, who had been wandering around the city and looking at Hitomi and Kyousuke at a distance, giving up all hopes of living as a proper human once again. To remove other unwanted thoughts, Sayaka focused on eliminating familiars despite being persuaded to hunt only witches to purify her own Soul Gem which is becoming more tainted after every battle.
Looking at Sayaka's current state, Homura approaches her with a Grief Seed, prompting her to use it to purify her Soul Gem before it becomes incurable. Sayaka however kicks the Grief Seed away, telling Homura that based on her intuition, she knew her real intention wasn't to save her and it would've been better if she was left to die and not suffer in her current state any longer. True enough, Homura told her that her intuition was right, and her main motive was not to let Madoka see her downfall and not let Madoka to be hurt any longer.
With the current situation, Homura closes in on Sayaka, suggesting to erase her now rather than waiting for death in the future. Kyouko arrives just in time and binds Homura, buying time for Sayaka to escape.
Homura however releases a flashbang and escapes from Kyouko.
In the meantime, Kyubey had went to look for Madoka and had a chat with her, telling her that Sayaka couldn't be saved by its powers anymore but it might just be possible for Madoka. It tells Madoka that she had the power to surpass its abilities and would make the impossible possible.
Having given the chance to save Sayaka, Madoka accepts the contract but before she managed to complete it, the water droplets from the nearby fountain froze for a moment and Kyubey was shot by Homura laying crippled on the bench. Not that it would actually die, but Madoka was still shocked by the assault.
It then surprised Madoka even more with Homura started to show her emotional side. Homura questions Madoka why must she always sacrifice herself to save others and requested her to understand the feelings of those who want to protect her and would feel broken if she was hurt or gone. Being faced with a crying Homura, Madoka asks if they had met before but before a definite answer could be heard, Madoka apologises to Homura and leaves to find Sayaka.
Returning with another body, Kyubey tells Homura that it had already discovered the source of Homura's abilities after looking at how the water had froze: Time Manipulation. Kyubey was now sure that Homura wasn't from this timeline and could have been from another time which knew about the future or the fate of the people here. Which was why she most probably wanted to change the fate of Madoka very badly. To Homura, she also knew about the true form of Kyubey and what exactly it was planning. And also Kyubey's real identity: Incubator.
Leaving the danger zone, Kyouko managed to locate Sayaka. Sayaka however has already given up all hopes after not being able to make sure what she wanted to protect any longer.
She then revealed her Soul Gem which was already tainted to a point where it would not be able to be purified. For Sayaka, the balance of hope and despair was always zero. When one gets a miracle, another would be cursed in return, and that is the story of a Mahou Shoujo.
"I've been such a fool"
were the last words that Kyouko ever heard from Sayaka, whose Soul Gem breaks and a witch's mark replacing it.
The soul-less body of Sayaka falls onto the ground and a witch has begun to take its form.
Elsewhere, Kyubey was looking over this town and with the growing young woman being known as "shoujos" and witches being "majous",
and it is only right for those turning into "majous" be known as "mahou shoujos".
Seeing how Sayaka had been broken due to granting a miracle of another individual, it is proven that miracles do not come cheap. It honestly did felt sour after seeing how Sayaka had knew about the truth of a Mahou Shoujo and giving up everything, which finally showed that she had been a fool all along. For Kyubey, A.K.A. Incubator, what i see is that it was the one responsible for the birth of witches around the world. It gives "birth" to Mahou Shoujos, who when exhausted, turns into witches and the cycle of hunting, or the "food chain", continues. With Sayaka now turning into a witch, i was deeply amazed by the fact that the people whom predicted that Sayaka was the witch behind episode 1's chaos were right all along.
Remembering the clocktower in episode 1, it could be that the time has come for that scene to appear again. So was Sayaka the source of Walpurgis Night? But it definitely seem to be possible now that Homura wouldn't be able to face Sayaka, now becoming a witch, and Madoka being persuaded to become a Mahou Shoujo to save Homura, as seen in the first few minutes of the start of the series.
Honestly, i was pleasantly surprised by Homura's showing of emotions. Which did revealed that she was indeed protective of Madoka, perhaps after knowing her fate in another timeline and wanted to change it. Now the big question lies, just who exactly is Madoka to Homura?
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