We open with a repeat of the last moments of the battle between Sayaka and Kyoko from the previous episode. Homura has stopped the battle. Kyoko demands to know what Homura is up to, coming between her and Sayaka like that. Sayaka tries to use Homura’s interruption as a distraction, but Homura knocks Sayaka out. Homura states that she is an ally to the calm and an enemy to those who fight for no reason and asks if Kyoko is one or the other.
Homura calls Kyoko by name, which surprises Kyoko. She asks if she’s met Homura before, and Homura replies “perhaps.” Kyoko withdraws from the scene.
Madoka is surprised that Homura had come to save them. Homura scolds Madoka for being foolish and tells her to stay out of the magical girl business. Homura walks off, leaving Madoka looking very confused by Homura’s words and actions. Kyuube says that it’s pretty obvious that Homura is up to something. Kyuube warns Madoka to be careful about Homura, and thinks to himself, “Homura, could you be–?” (No, there is nothing stated that indicates what exactly he’s speculating about. I really hate it when the narrative does this.)
When we get back from the opening credits, Sayaka is using a Grief Seed to clean her Soul Gem. She and Kyuube talk about Kyoko and her methods. Kyuube also warns her that she needs to acquire more Grief Seeds because it is apparently very important that the Soul Gems remain pure. (He does not however state why this is.) Then he launches into a speech about what an amazing prodigy Madoka could be potentially as a magical girl. Sayaka is somewhat surprised by this, and does not seem to see Madoka as someone who could really be a magical girl. Kyuube tells Sayaka that if she really wants to defeat Kyoko, she should wait until Madoka makes a contract with him, and let her handle it. Sayaka however declares that she will handle Kyoko on her own.
We switch to Kyoko, who is playing a variation of Dance Dance Revolution that is playing a techno version of the anime opening theme. Homura walks up to Kyoko and they talk about various things. Homura cedes control of the city to Kyoko, who asks why Homura is backing off. Homura replies that she feels girls like Kyoko are the best suited to being magical girls.
Kyoko is very agreeable to this idea, and asks what she’s supposed to do about Sayaka. Homura replies that she will try to settle the situation peacefully, and asks Kyoko to stay out of the situation with Sayaka. Kyoko agrees tacitly, and asks Homura who she is and what her plans are.
Homura replies that something called “Walpurgisnacht” is arriving in a week. Kyoko asks how Homura knows this and Homura replies that, “it’s a secret.” Homura further states that if Kyoko can defeat Walpurgisnacht then she will leave the city. In reply, Kyoko feels Homura out to see if Homura will help her fight Walpurgisnacht. We do not see how Homura responds to the offer of alliance.
In the next scene, Sayaka and Madoka are trying to pick up the trail of the familiar that had escaped the night before. She is not very successful. Madoka tries to get Sayaka to go make friends and team up with Kyoko, but Sayaka dismisses the possibility of finding common ground with Kyoko. Madoka continues to push the idea of cooperating with the other two magical girls but Sayaka rejects the notion emphatically.
Madoka tries to get Kyuube to talk to Sayaka, but Kyuube states that Sayaka is too angry to be reasoned with.
That night, Madoka has a heart to heart conversation with her mom about the situation involving Sayaka (of course, leaving out the parts with four-eared evil mascots and magical girls.) She frames the situation: “my friend keeps getting in trouble even though she isn’t doing anything wrong.” Madoka’s mother says that doing something over and over even if it’s correct doesn’t guarantee a happy ending. She also states that even if everyone is doing what they believe is right, that doesn’t guarantee happiness either. Her advice boils down to “make mistakes and learn from them.”
Later, we see Sayaka going to visit Kamijo, only to discover that he has been discharged. She goes to his house, and can hear him playing, but she doesn’t try to visit him. She starts to leave for home, but Kyoko is waiting for her. Kyoko mocks Sayaka for using her wish on Kamijo, which enrages Sayaka. Kyoko continues on the theme and manages to be extremely insulting.
We switch to Madoka, who is doing her homework. She’s interrupted by Kyuube, who tells her that Sayaka is in trouble. Then we switch back to Kyoko and Sayaka who have gone out to a pedestrian bridge. Madoka and Kyuube reach them just before Sayaka transforms. Madoka tries to get Sayaka and Kyoko to stop fighting with each other. Kyoko makes fun of Madoka, but is interrupted by Homura who isn’t happy that Kyoko has violated the terms of their agreement. Kyoko and Homura agree to fight over the issue, which annoys Sayaka lot, prompting her to get ready to attack as well.
Madoka, not wanting Sayaka to fight with either Kyoko or Homura, snatches Sayaka’s Soul Gem out of her hand and tosses it over the side of the bridge. It lands in a truck. Homura gasps in horror and vanishes. Sayaka angrily demands to know what Madoka is up to, then collapses. Kyuube chides Madoka, asking her why she would throw her friend away. At the same time, Kyoko realizes that Sayaka has not just collapsed.
Homura retrieves Sayaka’s Soul Gem and we discover that the Soul Gem is what operates a magical girl’s body. Without the Soul Gem, the body is just a corpse. The episode ends with Sayaka “waking up” and asking what’s going on.