Sayaka becomes a witch and Kyoko enters her maze, holding Sayaka's now soulless body. Homura saves Kyoko and while they are walking off, they meet Madoka, worried upon seeing Sayaka's body. Homura explains everything to Kyoko and Madoka.
When Madoka is crying alone in her room, Kyubey enters and explains everything in detail to her. He reveals that he is a member of an extraterrestrial, emotionless society, worried about the total energy in the universe lowering due to entropy. Puella Magi and witches are a way to counter this, creating energy from wavering emotions of young girls. As Kyubey and his peers are emotionless, they are unable to produce such energy themselves. Because of this, they also don't understand the concept of human morals. Madoka is saddened and angry because of all those revelations she has just heard.
Kyoko is maintaining the natural heat of Sayaka's body using her magic. She asks Kyubey whether it is possible to recover Sayaka's Soul Gem. He dodges the question, saying that nobody ever tried it before and due to the very existence of Puella Magi is contradictory, such achievement wouldn't surprise him.
The following day, Hitomi attempts to speak to Madoka but Madoka avoids her. Kyoko makes Madoka skip school, with a quest to rescue Sayaka instead. She explains her plan to ignite human emotions in the witch whom Sayaka became, by having her best human friend talk to her. Madoka agrees, and they go to witch Sayaka's maze. Madoka tries talking with Kyoko protecting her, but with no effect. Kyoko commits suicide, also killing the witch, while Homura (who went out from school and entered the maze to protect Madoka) takes fainted Madoka out.
The episode ends with Homura and Kyubey talking in Homura's house, with Kyubey revealing that rescuing Sayaka was, in fact, impossible, but he didn't stop Kyoko from doing so to make Madoka become a Puella Magi, given that Homura alone will not be able to win against Walpurgisnacht. Homura says that she won't allow it.
Magical Girls Edit
- In the Audio Commentary for Episode 11, Chiwa Saito (Homura) confesses that when she saw Kyoko's sacrifice scene with Aoi Yuuki (Madoka) and Emiri Kato (Kyubey), they all cried.
- Near the end of the episode, Kyoko asks Madoka if she "wants to become a magical girl on some stupid whim". Noting the consequences and inherent dangers of the magical girl lifestyle, Kyoko states that she would punch Madoka's face in before she had a chance to do that. Ironically, Madoka indeed became a magical girl on that same whim in the original timeline by saving a black cat from being hit by a car, according to Drama CD 1.
- Chief Director Akiyuki Shinbo story-boarded this episode under the Noriko Shichishima pseudonym.