Madoka is horrified by the true nature of the witches she and the Magical Girls have been fighting and is reminded that she may face a terrible fate if she becomes a Magical Girl--being sacrificed by Kyubey in the interests of his people.
Madoka Kaname deliberates over her decision to join Akemi as a magical girl, and her best friend Sayaka is caught in a territory dispute with a more experienced magical girl.
When a new girl joins her class, Madoka Kaname thinks she recognises the mysterious, dark-haired transfer student from one of her dreams, one in which she is approached by a catlike creature who offers Madoka an opportunity to change her destiny.