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Episode Title: I'd Never Allow That to Happen.
Episode Description: As a witch appears before Kyōko, Homura arrives and uses her time manipulation to help Kyōko escape, bringing Sayaka's body to Madoka. Homura reveals that the witch was actually Sayaka, whose Soul Gem had transformed into a Grief Seed as a result of becoming too tainted with despair. Later that night Kyubey appears before Madoka again explaining that his race, known as Incubators, choose girls in their teens and raise them to become witches in order to obtain powerful energy from the transition from hope to despair in an effort to prevent the heat death of the universe. Madoka also learns from him that Incubators are emotionless and do not understand human morals; she is upset due to the revelations. Desperately clinging to the hope that there may still be a way to save Sayaka, Kyōko asks Madoka to help her try to reach Sayaka's human feelings and to obtain her Soul Gem from the witch. As the two enter the portal to confront the witch, Kyōko takes the majority of its attacks while Madoka tries to reach Sayaka with words. However, when Sayaka ends up attacking Madoka as well, Kyōko has Homura get Madoka to safety while she sacrifices herself to destroy Sayaka. Kyubey, who knew there was no way of saving Sayaka, taunts Homura and says that with Kyōko gone she will not be able to stop Walpurgisnacht without Madoka becoming a magical girl.