Episode 1 : I First Met Her in a Dream, or Something…
After having a strange dream, Madoka Kaname is surprised to find the girl from her dream, Homura Akemi, enroll into her school the next day. Seemingly knowing her already, Homura warns Madoka to stay the way she is, lest she risk losing everything. Later that day, when Madoka goes shopping with her friend, Sayaka Miki, Madoka hears a strange voice, leading her to a backroom area. There, she encounters a strange creature named Kyubey being attacked by Homura, who is revealed to be a magical girl. As Homura demands Madoka stay away from Kyubey, Sayaka arrives and escapes with Madoka, only for them to be caught in a mystical barrier and approached by strange monsters. They are rescued by another magical girl named Mami Tomoe, who dispels the attackers using her magic abilities. After Homura is forced to retreat, Kyubey explains that he wishes to form a contract with Madoka and Sayaka to make them magical girls.
Episode 2 : That Would Be Truly Wonderful
Mami and Kyubey explain to Madoka and Sayaka that Kyubey has the power to grant wishes, but in exchange, those who make wishes must become magical girls to fight witches, who are born from curses. Mami offers to take Madoka and Sayaka with her on a witch hunt to help each decide if there were a wish they would risk their lives for. The next day, Kyubey, who cannot be seen by normal people, accompanies Madoka and Sayaka to school, where they learn to communicate with each other telepathically. Homura visits Madoka once again to repeat her warning, and refuses to answer when Madoka asks what her wish was. After school, Madoka, Sayaka and Mami follow the aura of the witch from the previous day to an abandoned building, where they manage to save a woman controlled by a witch from committing suicide. They then enter a portal inside the building where Mami finds and defeats the witch responsible, earning a Grief Seed which can be used to recover magical power.
Episode 3 : I’m Not Afraid of Anything Anymore
Sayaka visits an injured boy named Kyōsuke Kamijō, who was a violin player she admired when she was little. After defeating a witch’s familiar, Mami tells Madoka and Sayaka that she had been involved in a traffic accident and did not have time to think about her wish. She also lets Sayaka know about the precedents for wishing on behalf of other people. Later that night, as Madoka helps her mother and talks with her father, Mami is approached by Homura, who warns her about making Madoka a magical girl. The next day while visiting the hospital, Madoka and Sayaka find a Grief Seed that is close to activating, so Sayaka and Kyubey enter the portal ahead of them while Madoka finds Mami. As Madoka and Mami catch up with them, Homura tries to warn Mami about the witch, but Mami binds her to stop her from following them. As they continue, Madoka mentions her wish is to simply be a magical girl and help others. Mami laments that her job as a magical girl has left her lonely and afraid, but feels happy that Madoka wishes to fight alongside her. As the Grief Seed activates, Mami goes into action and starts to fight against the witch. However, the witch suddenly transforms into a huge caterpillar which decapitates and instantly kills Mami right before Madoka’s eyes. Homura, her bonds dissolving with Mami’s demise, steps in and defeats the witch, claiming the Grief Seed, leaving behind a mortified Madoka and a heavily resentful Sayaka.
Episode 4 : Miracles and Magic Are Real
As Sayaka continues to be concerned about Kyōsuke, Madoka, still in despair over the death of Mami, admits she is too scared to become a magical girl, so Kyubey decides to let her be. Madoka is approached by Homura, who tells her that Mami, along with other magical girls she has seen die during her time, will only be considered missing by normal people. Madoka says she will never forget Mami or the fact that Homura saved her life, though Homura warns her that her kindness may turn against her. As Kyōsuke becomes more frustrated and desperate about his condition, which keeps him from being able to use his fingers to play the violin, Sayaka decides to contract with Kyubey. Out in the city, Madoka notices several people, including her classmate Hitomi Suzuki, infected by the witch’s kiss and preparing to kill themselves by mixing detergents. When Madoka thwarts their attempted suicide, they chase her to a closet where she is caught by a witch who tortures her with memories of Mami’s death. Just then, she is rescued by Sayaka, who had become a magical girl after using her wish to cure Kyōsuke’s hand, much to the shock of Homura. Elsewhere, Kyubey greets another magical girl namedKyōko Sakura, who just came to the city, unhappy that Sayaka took over the area Mami once looked after.
Episode 5 : There’s No Way I’ll Ever Regret It
Both Madoka and Homura show concern about Sayaka’s decision to become a magical girl. Sayaka visits Kyōsuke and feels happy that he is finally able to play his violin once again. Madoka asks Homura to become friends with Sayaka, not wanting her to suffer the same fate as Mami, though Homura’s words, that those who become magical girls cannot be saved, do nothing to comfort her. Later that day, Madoka joins Sayaka on patrol, where they find a witch’s familiar, but it escapes when Sayaka’s attacks are blocked by Kyōko, who only cares about collecting Grief Seeds from mature witches. Kyōko’s selfishness angers Sayaka, and the two magical girls clash violently, with Madoka unable to do anything to stop them. As Kyōko gets the upper hand, Madoka considers using her wish to stop the fighting, but Homura steps in before she can do so.
Episode 6 : This Just Can’t Be Right
Homura knocks Sayaka unconscious and gets Kyōko to leave, before reiterating to Madoka that she should not get involved, even telling her to give up on Sayaka. Kyubey mentions to Sayaka about the potential Madoka has to become a magical girl, but Sayaka insists that she doesn’t want Madoka to get involved. Homura confronts Kyōko, mentioning that something known as Walpurgisnacht is approaching in two weeks, to which Kyōko agrees to form an alliance with her to fight against it. Madoka becomes concerned about Sayaka, who ignores her pleas to try talking with Kyōko, also showing hatred towards Homura, whom she blames for Mami’s death. The next evening, Sayaka is once again confronted by Kyōko who goads her into another fight on top of a highway bridge. Before the battle can begin, Madoka arrives and throws Sayaka’s Soul Gem, the source of her magic energy, off the bridge in the hope of stopping the fight. However, this causes Sayaka to suddenly become lifeless, shocking both Madoka and Kyōko. Kyubey reveals that as part of the contract, the Soul Gem literally contains a magical girl’s soul, while their body is merely a shell that can only be controlled within 100 metres of the Soul Gem. Homura rushes to retrieve the Soul Gem and brings it back to Sayaka, reviving her.
Episode 7 : Can You Face Your True Feelings?
Sayaka gets angry at Kyubey for keeping the truth from her, but he keeps her in check by making her feel the pain she would have otherwise felt while fighting Kyōko. The next day, Madoka asks Homura about the meaning behind Kyubey’s actions and why she never told them. Kyōko talks with Sayaka, taking her to a church which belonged to her father before he was excommunicated for his controversial beliefs. She explains how she made a contract with Kyubey so that people would listen to her father’s sermons, but when he found out about her wish, he broke down and killed himself and his family, leaving Kyōko alone. Sayaka apologizes to Kyōko but refuses to listen to her advice to live for herself. The next day, Kyōsuke returns to school, but Sayaka avoids talking to him. Hitomi confronts her about it and reveals she is also in love with Kyōsuke, giving Sayaka one day to confess to him before she does. Sayaka breaks down in front of Madoka, believing that she can never be with Kyōsuke as she feels she is no longer human. As Sayaka fights against a witch that night, she ignores Kyōko’s help and recklessly attacks the witch without regard to the damage caused to her body, laughing maniacally.
Episode 8 : I Was Stupid, So Stupid
Sayaka defeats the witch, but refuses to take the Grief Seed it produces. Madoka tries to reason with Sayaka, who just berates her, blaming her for her state before running off. As Homura and Kyōko discuss Walpurgisnacht, Kyubey approaches them, mentioning that something bad will happen if Sayaka’s Soul Gem is not cleansed. Sayaka does not return home that night and just watches as Hitomi makes her confession to Kyōsuke the next day, sending her further into despair. Homura approaches her in an attempt to offer a Grief Seed, but Sayaka once again rejects it as she does not trust her. To spare Madoka the suffering of watching Sayaka’s downfall, Homura prepares to kill her, but Kyōko intervenes, helping Sayaka escape. Kyubey coerces Madoka into making a wish to save Sayaka, but Homura shoots him before she can do so, breaking down before Madoka and telling her not to be so self-sacrificing. Madoka gets the feeling she has met Homura somewhere before, but leaves to search for Sayaka, while a replacement Kyubey appears, identifying Homura, who knows his true identity, as a being from a different timeline. Kyōko finds Sayaka, who is implied to have just killed two men on the train. Sayaka admits her stupidity before her Soul Gem, having turned completely dark, shatters and transforms into a Grief Seed. Elsewhere, Kyubey muses that as a ‘woman’ who has yet to mature is called a ‘girl’, the term ‘magical girl’ only makes sense for it to be a prelude to whomever has yet to become a ‘witch’.
Episode 9 : I’d Never Allow That To Happen
As a witch appears before Kyōko, Homura arrives and uses her time manipulation to help Kyōko escape, bringing Sayaka’s body to Madoka. Homura reveals that the witch was actually Sayaka, whose Soul Gem had transformed into a Grief Seed as a result of becoming too tainted with despair. Later that night, Kyubey appears before Madoka again, explaining that his race, known as Incubators, choose girls in their teens and raise them to become witches in order to obtain powerful energy from the transition from hope to despair in an effort to prevent the heat death of the universe. Incubators are coldly logical, with emotion considered an illness. Thus the process is only feasible with humans, especially adolescent girls. Desperately clinging to the hope that there may still be a way to save Sayaka, Kyōko asks Madoka to help her in an attempt to reach Sayaka’s human feelings and try to obtain her Soul Gem from the witch. As the two enter the portal to confront the witch, Kyōko takes the majority of its attacks while Madoka tries to reach Sayaka with words. However, when Sayaka ends up attacking Madoka as well, Kyōko has Homura get Madoka to safety while she sacrifices herself to destroy Sayaka. Kyubey, who had clearly known there was no way of saving Sayaka, taunts Homura, saying that with Kyōko gone, she will not be able to stop Walpurgisnacht without Madoka becoming a magical girl.
Episode 10 : I Won’t Rely On Anyone Anymore
The episode looks at an alternate timeline in which Homura is a shy transfer student who makes friends with the cheerful Madoka. Lacking confidence in herself, having been in hospital for the past six months, Homura is attacked by a witch but is rescued by Madoka and Mami, both of whom are magical girls. When both Madoka and Mami are killed in the battle against Walpurgisnacht, Homura makes a contract with Kyubey to send her back in time so that she can protect Madoka. She joins Madoka and Mami and learns how to use her magical powers for combat, stopping time whilst using stolen firearms and explosives. However, following the battle against Walpurgisnacht, Homura witnesses Madoka transforming into a witch and realizes Kyubey had been deceiving everyone. She attempts to tell the others during the next time loop, but they do not believe her. When Sayaka becomes a witch and the others are forced to kill her, Mami breaks down, kills Kyōko, and attempts to kill Homura to prevent them from becoming witches, too. Madoka stops Mami with deadly force, leaving just her and Homura to face Walpurgisnacht. With their Soul Gems depleted, Madoka uses her last Grief Seed on Homura, begging her to return to the past to keep her from being fooled by Kyubey. She then asks Homura to kill her before she turns into a witch. Returning to the past again, now with a colder personality, Homura attempts to keep Kyubey from making contact with Madoka in the first place and decides to fight against the witches herself. However, this ultimately fails, and she continues to travel through many timelines in the hope of saving Madoka.
Episode 11 : The Only Thing I Have Left To Guide Me
Kyubey reveals to Homura that the reason Madoka has the potential to become such a powerful witch is because Homura’s constant trips through time to try and save Madoka has resulted in her becoming the centerpoint of countless timelines, as the potential of a magical girl is determined by the relative effect of their role on fate. After Sayaka’s funeral, Kyubey shows Madoka the history of magical girls and how it has shaped civilization, causing extreme distress to Madoka. Madoka’s mother, Junko, grows concerned about her, feeling she is hiding something from her. Madoka goes to see Homura, who unconvincingly reassures her that she can handle Walpurgisnacht, and finally reveals the truth about herself, begging Madoka to allow Homura to protect her. As a storm hits the city, and the citizens take shelter, Homura stands alone to face Walpurgisnacht, throwing everything she has at it, but even so she is still overwhelmed and eventually is all but defeated. When Madoka hears from Kyubey that Homura may turn into a witch if the latter loses hope of saving her, Madoka prepares to go and find her. Although Junko tries to stop her, Madoka convinces her that she is doing what she believes in the right thing. As Homura begins to lose hope and is on the verge of becoming a witch, Madoka arrives with Kyubey, announcing that she plans to make her wish.
Episode 12 : My Very Best Friend
Madoka makes the decision to become a magical girl, wishing to prevent all witches from the past, present and future from coming into existence in the first place, a wish made possible by the massive power inside her. As she makes the transformation, her consciousness is greeted by Mami and Kyōko. Becoming a god-like entity and defeating Walpurgisnacht, Madoka spreads herself across space and time, preventing fallen magical girls from becoming witches by absorbing their despair and having them disappear peacefully. Homura is taken to a place outside of time where she witnesses Madoka exterminating the witch born from her own comet-sized Soul Gem. In doing this, Madoka starts to fade into a higher plane of existence, present at all points in all spacetimes but absent from human memory and perception. Madoka leaves Homura with a ribbon so that she will not forget her. Madoka then leaves and joins Sayaka, who ultimately had to succumb to a magical girl’s fate as Madoka had chosen to respect the wish she made to heal Kyosuke. Homura returns to a world where Madoka does not exist, Mami and Kyōko are still alive, but only Homura retains memories of Madoka. She and other magical girls continue to fight against wraithes formed from the negative emotions of humanity, but thanks to Madoka’s efforts, magical girls disappear instead of becoming witches after exhausting their hope. Despite being alone and facing these new enemies, Homura remains firm in protecting the city that Madoka loved.