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Episode Title: I'm Not Afraid of Anything Anymore.
Episode Description: Sayaka visits an injured boy named Kyōsuke Kamijō, who was a violin player she admired when she was little. After defeating a witch's familiar, Mami tells Madoka and Sayaka that she was in a traffic accident and did not have time to think about her wish. She also lets Sayaka know about the precedents for wishing on behalf of other people. Later that night as Madoka helps her mother and talks with her father, Mami is approached by Homura who warns her about making Madoka a magical girl. The next day while visiting the hospital, Madoka and Sayaka find a Grief Seed that is close to activating; Sayaka and Kyubey enter the portal ahead of them while Madoka goes to find Mami. As Madoka and Mami catch up with them Homura tries to warn Mami about the witch, but Mami binds her to stop her from following them. As they continue, Madoka mentions that her wish is to simply be a magical girl and help others. Mami laments that her job as a magical girl has left her lonely and afraid but on the other hand feels happy that Madoka wishes to fight alongside her. Mami fights the doll-like witch Charlotte only for the witch to suddenly transform into a huge caterpillar-like creature that kills Mami right before Madoka's eyes. Homura, freed as a result of Mami's demise, defeats Charlotte and claims the Grief Seed before leaving a mortified Madoka and a heavily resentful Sayaka behind.