Madoka climbs the stairs to Mitakihara, her pink pigtails trailing behind her. Sayaka's hand is around Madoka's shoulder, and she talks to Hitomi, a wide grin across her face. Homura walks a long ways behind them, silent and confined. Mami taps Homura's shoulder. "Homura-chan, why don't you go talk to her?" Homura frowns. Were her emotions that obvious?

Once she enters the classroom, Homura knows that something is wrong. The room is unusually quiet, and the students stare emptily at space. Homura tosses her dark hair behind her, and whispers to Mami. "I think there's a witch in here." Mami nods worriedly, and attempts to wave her hand in front of the students' faces. They remain blank. Madoka and Sayaka seem to know what's going on, and they nod. "Let's go!"

Multicolored lights bathe the room as the girls transform into their Magical Girl costumes, and their heels clack against the floor as they search for the witch. The hallways suddenly become distorted, faceless paper dolls laughing and dark pencil sketches looming over the girls. Giant golden butterflies with red eyes flutter around the room, their teeth sharp and white. Mami takes out a gun and shoots one of them down, and they hurry toward the door at the end of the corridor.

Eerie laughs echo around the large room. Madoka sees a hunched up figure in the corner of the room. "I-I think it's crying!" Sure enough, the girls hear sobs coming from the creature. Madoka tries to walk up to the creature to comfort it, and Homura pulls her back. "Madoka, NO!" The witch has already possessed her. Madoka's cheery eyes turn dark, and she steps, in a trance, toward the witch. It turns around, and the girls recoil at its appearance. In place of the eyes in its face it has dark, hollow holes. Its wide, blood-spattered mouth draws back to reveal a horrid grin, jagged teeth drawing out from its gums.

Madoka gets too close to the witch, and it laughs. It opens its mouth to have its meal, and GULP. Sayaka shrieks, and unsheathes her sword. Big tears run down her face, and her eyes are wide with rage. She slashes at the witch, again and again and again. Its body is already in slices on the floor, but she doesn't stop. "Sayaka, stop it." Mami glares at Sakura, attempting to control her rage. Sayaka walks straight up to Mami and looks her in the eyes. "You. Want. Me. To. Stop? My best friend just died, and you want me to s-s-stop?" Mami's eyebrows furrow. "Sayaka…" "Forget it. I'm outta' here." She wipes her eyes and stomps firmly out of the room, her cape trailing out behind her.

The illusion fades, and Homura and Mami are standing in an empty hallway again. The grief seed of the witch lies on the carpet, untouched. That is when Homura begins to cry.