After having a strange dream, Madoka Kaname is surprised to find the girl from her dream, Homura Akemi, has enrolled at her school. Seeming to know her already, Homura warns Madoka to stay the way she is, or else she will lose everything. (imdb)

Madoka and Sayaka learn about magical girls and witches from Mami and Kyubey. Kyubey explains that he will grant Madoka and Sayaka each one wish in exchange for them to become magical girls and the two contemplate what to wish for. (imdb)

Madoka and Sayaka continue to follow Mami on her witch hunts and remain undecided on their wishes. Later, the two are shocked to find that there is a Grief Seed located at a hospital where a dear childhood friend of Sayaka resides. (imdb)

After the tragedy that occurred on their last witch encounter, Madoka and Sayaka's desires to become magical girls have been shattered. Still grieving, Madoka meets with Homura. Meanwhile, Sayaka continues to worry about Kyosuke. (imdb)

After having her wish granted, Sayaka is in pure bliss and has no regrets in becoming a magical girl. But little does she know she's being watched by the magical girl Kyoko, who detests someone like her being a magical girl. (imdb)

After Homura breaks up the fight between Sayaka and Kyoko, Madoka wants Sayaka to make peace with Kyoko since they are both magical girls. Later, Homura meets with Kyoko to discuss an impending dilemma. (imdb)

Sayaka is in low spirits after discovering one the secrets of magical girls and doesn't attend school. Kyoko sympathizes with Sayaka's feelings and wants to talk. The two go to an old church and Kyoko reveals why she became a magical girl. (imdb)

Sayaka begins to fall into despair and begins fighting witches recklessly. Madoka cries over Sayaka's actions, only to be berated and abandoned. Homura and Kyoko begin to prepare for Walpurgisnacht, until they learn about Sayaka's state. (imdb)

The fate of all magical girls is revealed through Sayaka. But Kyoko doesn't want to lose hope. Believing that Sayaka can be saved, Kyoko and Madoka search for the witch labyrinth that she resides in with the hope of restoring her Soul Gem. (imdb)

The episode looks at an alternate timeline in which Homura is a shy transfer student who makes friends with the cheerful Madoka. (imdb)

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 center point of countless timelines, as the potential of a magical girl is determined by the relative effect of their role on fate. (imdb)

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. (imdb)