Kyubey reveals to Homura that the reason Madoka has the potential to become such a powerful witch is because of Homura’s constant trips through time. After Sayaka’s funeral, Kyubey shows Madoka the history of the Puella Magi, and how it has shaped civilization, causing Madoka to become extremely distressed. Meanwhile, Madoka’s mother, Junko, is concerned about Madoka, feeling she is hiding something from her. Later, Madoka goes to see Homura, who reassures her that she can handle the Walpurgisnacht, and finally reveals the truth about herself, begging Madoka to let her protect her. As a storm hits the city, and the citizens take shelter, Homura stands alone to face the Walpurgisnacht, throwing everything she has at it, but even so she is still overwhelmed and eventually is all but defeated. When Madoka hears from Kyubey that Homura may turn into a witch if she loses her hope of saving her, Madoka prepares to go and find her. Junko tries to stop her, but Madoka convinces her to let her go. As Homura begins to lose hope, and is on the verge of becoming a witch, Madoka and Kyubey arrive.
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