"There's no way you can win without Madoka Kaname now." Kyubey told Homura in his monotone voice as they both stood out in the street. Homura clenched her fists and shot Kyubey multiple times. "You know I can't die." The creature said as it reformed. Homura glared at it and started walking towards Madoka's house. She didn't know how to tell her that she wasn't able to save Miki-san and in the process had lost Sakura Kyouko as well. She feared Madoka would make a contract with Kyubey but she couldn't just not tell her; Miki had been Madoka's best friend and she deserved to know what had happened.

Madoka opened the door after the first two knocks with a smile that vanished as she saw the look that Homura wore. "Miss Akemi? Uh… Miki-chan? She didn't… come back, did she?" she asked, her voice trembling. Homura shook her head and told her about what had happened. Madoka started to cry but calmed down a little after Homura reached over and embraced her in a tight hug. "You could wish for them to be saved. You could also save a lot of people from the witch that's coming tomorrow. Homura can't possibly fight it on her own, however you-" Homura shot Kyubey once more as she continued to hug Madoka. She grabbed her by the shoulders and sternly looked into her eyes. "Don't do it Madoka. Promise me you won't. I've told you the truth about Magical Girls. You shouldn't- no, you can't! Just please-" Madoka shushed Homura with a tighter hug that the girl seemed to be in dire need for. "It's okay. I promise I won't make a contract."

The next day the whole city of Mitakihara was evacuated and sent underground. Madoka stood at the stairs wondering what to do. She could hear the storm tearing trees apart outside and also the children and babies crying in the basement. She was thinking about what Homura had said, "If you value your family and friends, you will stay with them." But she couldn't just leave her there to die. She cared for her too. She was indecisive until she heard footsteps coming from underground. Her mom ran towards her screaming, "What are you doing?! Get back inside! Are you crazy?" Madoka stood firm as her mom tried to pull her back. Madoka's mom turned around in surprise to look at her daughter. She had never disobeyed her mother before. She tried pulling again but Madoka stayed where she was. "Madoka. I have raised you to do good decisions and I trust you, but right now you NEED to go inside. It's not safe out here." Madoka started sobbing. She couldn't tell her about Homura or being a Magical Girl but she also didn't want to lie to her mom. "My friend is in trouble." She started to say but her mom wouldn't listen. Madoka tried again and ended up telling her about Homura being outside and in trouble because of her. Her mom started to tell assure her that it wasn't her fault and that the firefighters would find her and bring her inside but she could see in Madoka's eyes that it wouldn't be enough. Somehow, she knew it was more than that. She hugged her only daughter and fixed her ribbons. "If she really needs you, then go. We all support you and will wait here for you to return. I just hope I'm doing the right thing by letting my baby go." Madoka smiled and ran up the stairs towards the storm- towards Homura and the witch.

Kyubey appeared almost instantly when Madoka stepped outside. It led her to Homura while constantly reminding her about becoming a Magical Girl. Homura was standing on a piece of concrete that used to be part of a building. She turned around and glared at Kyubey. "Why did you bring her here?" Kyubey didn't respond and just let Madoka speak. "Homura, I won't let you fight alone. I said I wouldn't become a Magical Girl but I will stand by you and fight. You will never be alone again."

Homura let Madoka stay, knowing the end would be the same. They would both die, except she would be sent back in time to relive this nightmare. However as they laid down on the ground about to die, a tear rolled down Madoka's cheek. Homura smiled and said, "it's okay Madoka. I've lived several timelines, I think this time I'll just accept my fate." Madoka shook her head and apologized as she turned to Kyubey. "I wish that we could live in a world without witches or incubators." Homura tried to stop her but it was too late. It all had gone black.