In this episode, Sayaka is visiting a boy in the hospital, who is recovering from an accident that has permanently crippled one of his hands. Before the accident, the boy had been a violinist. She brings him a CD, and he offers to let her listen, sharing the headset. It is pretty clear that Sayaka has a crush on him.
After the opening credits, we see Mami killing a monster, with Sayaka and Madoka as her enthusiastic audience. It turns out that this creature is a familiar, which is something that occasionally splits off from a witch. Mami asks them if they have thought of a wish yet, but it turns out that Sayaka and Madoka still can’t think of anything. When Madoka asks Mami about her wish, Mami gets a little upset, but eventually says that she hadn’t had a choice in a wish. We are then shown the scene of a car accident, and the Mami in the middle of the wreck reaching out to Kyuube.
This leads to Sayaka asking if it is possible to make a wish for someone other than oneself. (It becomes clear that she is thinking about making a wish for someone she cares about, namely, the boy in the earlier scene.) Kyuube immediately asks Sayaka if she’s talking about Kamijo, which upsets Sayaka. Kyuube says that it is possible to make a wish for someone else and mentions that he knows someone who made a wish for someone else. Mami however states that the story doesn’t have a happy ending and that a wish intended to benefit someone else must be very clear, or something will go wrong.
Kyuube makes a pitch for the girls to decide on their wishes quickly, but Mami teases Kyuube, telling him that boys who tell girls to hurry will become unpopular. Later Kyuube continues his sales pitch to Madoka, telling her he does not want to push her, but asking her if there is anything she wants. Madoka has had a fairly happy life and she doesn’t feel that she has any special talents or ambitions. Kyuube on the other hand states that Madoka has immense potential as a magical girl.
Their conversation is interrupted by Madoka’s father, Tomohisa. It appears that Madoka’s mother Junko has come home and is sort of half-passed out on the floor drunk. Madoka helps her father tuck Junko into bed, then Madoka’s father makes some hot chocolate. Madoka and her father talk about Junko’s job and if she’s happy working for the company or not. Tomohiso tells Madoka that he’s proud that Junko works so hard and is living the sort of life that she wants to.
Meanwhile, there is a confrontation between Mami and Homura. Homura is angry that Mami is bringing Sayaka and Madoka into the world of magical girls and witches. Mami replies that Kyuube contacted them, and therefore, Sayaka and Madoka are involved. The conversation is very calm, but under the surface there’s a lot of malice, who states that Homura’s reason for why she doesn’t want Madoka to become a magical girl is because she envies Madoka’s potential power. The conversation ends with an implied threat from Mami.
The next day, Sayaka makes a trip to visit Kamijo, but can’t see him because he’s having a bad day. As Sayaka meets up with Madoka and Kyuube, they see a Grief Seed that has been pinned to a support column of the hospital. There’s a frantic moment as they realize that neither Sayaka or Madoka have Mami’s phone number. Madoka rushes off to find Mami while Kyuube and Sayaka stay behind with the Grief Seed–Kyuube says that he can lead Mami to where the seed and the witch are telepathically.
The witch’s barrier goes up, trapping Sayaka and Kyuube inside. Kyuube asks Sayaka if she is scared, and then makes a pitch for Sayaka to make a wish so he can turn her into a magical girl. Sayaka refuses, saying that she can’t make the wish so suddenly, and she wants to make the wish seriously.
Mami and Madoka arrive and head into the barrier. Most of the images inside the barrier involves scissors, bottles of pills and deserts and candy. As they enter the labyrinth, Homura turns up again. There’s another exchange between Mami and Homura where Homura states that it’s too dangerous and that she’ll handle this particular witch. Mami is not inclined to cooperate, and ties Homura up with magic. Mami heads deeper into the maze with Madoka following hesitantly behind.
While they’re walking, Madoka declares her admiration for Mami, which makes Mami a little upset. She states that she isn’t someone to be admired, and that she’s only putting on an act of being confident. Madoka tells Mami that she’s not alone and that she cares about Mami, which makes Mami very happy. She teasingly tells Madoka that if she can’t come up with a wish, then Madoka should just wish for a cake and a party to celebrate. (Despite the lightness of the conversation, the fight music definitely sounds a little sinister.) Mami heads off to battle, extremely confident and happy, but something goes very wrong, and the witch bites Mami’s head off.
The scene switches to Homura, who has been released from the binding by Mami’s death. Meanwhile, Kyuube is telling Sayaka and Madoka that they both need to make a contract with him now. Homura however interrupts saying that it won’t be necessary. She fights the witch, and destroys it successfully, and takes the Grief Seed. Sayaka shouts at Homura, saying that it belongs to Mami. Homura issues another warning and walks off. Madoka is in shock.
The first couple episodes don’t really show the ending sequence which is a truly creepy affair involving a silhouette of Madoka walking then running past the silhouettes of various magical girls in the series. Then Madoka herself disappears, only to appear floating in the middle of the eye-hole of a white mask.