Mami Tomoe defeats a familiar, and tells Sayaka and Madoka Kaname that she didn't have time to think about her wish, as she was involved in a deadly traffic accident. She again warns Sayaka to be aware of her true intentions while wishing for someone else. Later, Madoka helps her drunk mother to bed and talks to her father. Homura Akemi warns Mami about making Madoka a magical girl.
Madoka and Sayaka find a grief seed that is close to activating. The girls start panicking, and they eventually agree on having Sayaka and Kyubey stay, while Madoka gets Mami. Madoka returns with Mami, and they enter the barrier. Homura appears to warn them, but Mami binds Homura. As they continue Madoka states she wants to become a magical girl because she believes she is useless. Mami feels relieved Madoka wants to fight alongside her.
Mami fights the minions, and she then appears at the witches lair to kill her. The Witch is Charlotte, and when Mami feels she is about to win, Charlotte transforms into a caterpillar, takes Mami by surprise and decapitates her. Homura is now free from her bonds. Sayaka and Madoka are horrified, and Kyubey pleads for them to make a contract. Homura then appears and states it is unnecessary, and kills the witch, gets the grief seed, while Sayaka and Madoka are still grieving over Mami.
Magical Girls Edit
- Charlotte's second form may have been inspired by The Very Hungry Caterpillar, an immensely popular children's tale.
- The music piece that Sayaka Miki and Kamijou heard in the hospital is Sergei Rachmaninoff's Vocalise. The cover with the violinist Dawd Ostrakh is a reference to the soviet violinist David Oistrakh (or Oistrach).
- The CD player Kamijou was using is a conceptional 'Dual Music Player' designed by Yong-Seong Kim.
- The opening sequence got some visual upgrades compared to the first two episodes' original broadcast (see picture below)
- Mami mentioned in Episode 2 that witches also appear in hospitals.
- The sign 「手術中」 means "Operating." This could be a sign that the witch was originally diabetic or obese and had to undergo surgery.
- There are a number of drawing errors after the fight with Charlotte.
- Cyrus Hamlin, Professor Emeritus of German and Comparative Literature at Yale University, died peacefully in New Haven on January 19th, 2011 approximately two days before this episode aired. As part of his career he spent four decades studying and writing about Goethe's Faust and Goethe himself, authoring or editing much of the literature on the subject.
- Mami's gun kata style fighting may be explained by Gen being a fan of the Equilibrium movie, where gun kata was extensively used.
- Chiwa Saito (Homura) was the only one who failed to see Mami's death flags. She was also surprised to learn that she was the only one who didnt see Mami's death coming.
- After Episode 3, 2chan/nicodou exploded with new phrases like "Mamiruzo" and "Mamirareta" (you'll be eaten).
- Aoi Yuuki (Madoka) is such a nerd that she uses "Mamirareta" in the Blu-ray Episode 3 audio commentary.
- Episode 3 created a torrent of arts and comics related to Mami's gruesome ending. It is generally found under the tag of Mami mogu mogu.
- While discussing wishes with Madoka and Sayaka, Mami mentions a magical girl who made a wish for the benefit of others but suffered a tragic fate. She is most likely referring to the events in Drama CD 3: "Farewell Story".
- It is possible that Homura has already fought against Charlotte in one of the previous timelines. This could explain her statement about how it was "different from the other witches" (i.e. hurting the main body would only produce a new one). Also, it was only after Homura landed on a seemingly lifeless doll that Charlotte was truly destroyed, implying that she (Homura) knew Charlotte's weak spot beforehand.
- In the original airing of this episode, after the fight with Charlotte, Homura jumps down and reverts back to her schoolgirl clothes. But then there is a single shot of her wearing her magical girl costume again, before she's back in her school uniform. In the Blu-ray/DVD version, this is corrected. See the episode revisions page for all changes made in the BD version.