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Episode Title: I Was Stupid... So Stupid.
Episode Description: Sayaka defeats the witch, but refuses to take the Grief Seed it produces. Madoka tries to reason with Sayaka, who blames Madoka for her state before running off. As Homura and Kyōko discuss Walpurgisnacht, Kyubey approaches them and mentions that something bad will happen if Sayaka's Soul Gem is not cleansed. Sayaka does not return home that night and just watches as Hitomi confesses to Kyōsuke the next day, sending her further into despair. Homura approaches her and tries to offer a Grief Seed, but Sayaka rejects it again as she does not trust her. Homura prepares to kill Sayaka to spare Madoka from the suffering of watching Sayaka's downfall, but Kyōko intervenes, helping Sayaka escape. Kyubey coerces Madoka into making a wish to save Sayaka, but Homura shoots him before she can do so. She breaks down before Madoka and tells her not to be so self-sacrificing. Madoka gets the feeling she has met Homura somewhere before but leaves to search for Sayaka while a replacement Kyubey appears, identifying Homura as a being from a different timeline. Kyōko finds Sayaka, who is implied to have just killed two men on the train. Sayaka admits her stupidity before her Soul Gem, which has turned completely dark, shatters, and transforms into a Grief Seed. Elsewhere, Kyubey muses that a "woman" who has yet to mature is called a "girl", and that "magical girl" (魔法少女) is the corresponding term for a "witch" (魔女) who has yet to mature.