For the next several weeks, the Holy Quintet fought witches while Key absorbed their despair and reverted them back to their original forms. Everything was going well. They were helping many girls and never had to worry about using too much of their magic since Key could purify them on request.

However, Madoka noticed that there was something wrong with Key, and gradually, everyone else noticed it, too. The more despair that Key absorbed the more time it took him to recover and the wearier and more burdened his heart seemed to be.

Back in the church, the Holy Quintet discussed it and decided they had to confront him about it. If they didn't, something worse could happen to Key than what happened to the witches.

Madoka, in her growing boldness, agreed to be the one to confront him first. She walked up to him resolutely in her normal clothes while Key rested under the light of the stained-glass window.

"Key," Madoka said. "There is something we need to talk about."

"What is it, Madoka?" Key asked wearily rolling over to look at her.

"You're hurting. We've all noticed it. Whenever you absorb despair, you get more tired and more depressed. It's destroying you."

"Don't worry, Madoka. I'm fine. I really am. I can handle the despair."

"I know you're lying. Please let us help you…"

"We need you in fighting shape, fuzzball," Kyoko said while the other girls of the Holy Quintet finally walked over to lend their support. "You can't fight like this."

"Would healing you help?" Mami said getting on her knees next to him. "I can…"

"That's not going to help," Key said sadly.

"Why not?" Mami asked.

"You can't heal wounds that aren't physical."

"Then, what's going on?"

Key sighed, sat up, and said, "The despair I've absorbed hurts me like it was hurting the witches you battled."

"Why?" Sayaka asked.

"When I absorb despair, it doesn't disappear," Key said. "It lingers inside me, and I feel everything that went into creating it just like I did the first time. All the sadness, all the anger, everything. It touches my soul and makes me empathize more and more, but all these emotions, they are still so new to me. I'm not used to dealing with them, so I don't know how to handle them."

The girls were surprised to see tears falling from Key's eyes.

"They drain me, they disturb me, they occupy my every thought," Key said. "The more despair I absorb, the worse it gets."

Homura suddenly had a revelation and asked, "Key, is there any way that this despair could turn you into a witch?"

There was an audible gasp in the small crowd.

"I don't know," Key said quizzically after a short pause. "I never thought of that. The despair from just one of these witches would be enough to transform a magical girl into a witch. I'm not a human, so it doesn't have the same effect on me. But I have also only recently started developing emotions of my own, so I suppose it might be possible. Oh, no. If Homura's right, it's possible that there could be a delayed reaction, and if I absorb enough despair, I could become a witch, too."

"Then, we have to do something," Mami said. "We need to find another way for you to carry this despair before that can happen."

"What can you do?" Key asked. "I'm the only one who can carry this much despair. If any of you tried to carry it, you would immediately become a witch. I won't do that to you. I can't now that I know how painful it is."

"Wait," Sayaka said. "I have an idea. Other Incubators carried despair in grief seeds, right? Why don't you just put all the despair into grief seeds?"

"Wow, I never would have pegged you for a genius," Kyoko said.

"That's a really good idea," Madoka said.

"Yes, it is," Key said. "And now that I think about it, it makes sense. Incubators carry multiple grief seeds filled with despair, but none of them are affected because the despair never touches their souls. This could work, but…"

"But what?" Homura asked. "You said it yourself. You're the only one who can contain all the despair. We need you to fight with us or all is lost."

"What if putting the despair in grief seeds makes me lose touch with my emotions?" Key asked fearfully. "I could go back to being just like one of those mindless drones. I don't want that to happen. It can't! I don't want to go back to being just like one of them!"

"That won't happen," Madoka said.

"How do you know?" Key asked.

"You have your memories. You won't forget how you felt just because you don't feel the emotions as strongly. That's how it is with humans."

"Okay, but just in case, I'll hold Mami's despair inside me. That way, I know I won't forget."

Key closed his eyes and said, "You all need to get out of the way. I don't want the despair to hurt you."

The girls immediately ran behind Key. Once they had, Key opened his eyes and lifted his ears. The despair rushed out of his ears in giant black waves, one after the other after the other. Each wave then turned into a multi-colored, noisy cloud filled with familiars from each of their respective witches. They didn't touch each other, but each floated around to make room for another cloud. Together, the clouds of despair filled up the entire sanctuary.

The girls all watched in awe and in fear.

"Is the despair alive?" Sayaka asked.

"It sure looks like it is," Kyoko said.

"In a sense," Key said. "It is formed from the emotions of magical girls, and when a magical girl becomes a witch, the despair takes over."

"So, it's like a person's dark side?" Sayaka asked.

"That's not a perfect analogy," Key said. "But that's a good description."

"And you can manipulate this despair?" Homura asked.

"Yes. Now, I don't mean to be rude, but could I have silence? I need to focus."

Key closed his eyes and focused his energy again. A giant wave of light flowed out of his mind and consumed all the clusters of despair. When it had flowed through, each of the clusters turned into grief seeds and fell to the ground. Key walked over to them. The girls followed behind him and helped him pick up the grief seeds.

"How are you feeling now, Key?" Madoka asked while tossing him a grief seed.

"I feel much better," Key said. "Thank you. I don't know why I didn't think of that earlier."

"No one can think of everything, Key," Sayaka said. "We all need help sometimes. Just don't be afraid to ask, alright? For this to work, we have to work together."

"Okay," Key said feeling the warmth of their support fill up his heart.