Thunderclouds flashed overhead. Mami, Madoka, and Homura were standing on the roof of the tallest building in the city. Mami and Madoka were clad in their respective Magical Girl costumes, with Mami wielding a single rifle and Madoka holding her signature rose bow, as they awaited the arrival of their greatest enemy. The city below was void of all activity, seemingly abandoned like a modern ghost town.

As the two Magical Girls monitored the stormy sky above them, Homura watched curiously from a spot a few feet behind them. Mami turned to her shorter protege and questioned her in a cautious voice.

"Are you sure Homura should be here? I think it would be a better idea to have her evacuate with everyone else."

Madoka closed her eyes as she nodded contently. Despite the eerie atmosphere around her, she was her usual cheery self.

"Yeah. She was really insistent about coming with us. I don't think Walpurgisnacht will be that big of a problem, even if it's as scary as you say it is."

Her head tilted slightly when she continued.

"Besides, you fight better when you're with friends, right?"

Mami's doubt faded and allowed a content smile to appear on her face.

"Okay, Madoka. If she wants to, she can stay here."

Her tone and expression then took on a more motherly quality, supporting her younger comrade.

"I'm glad you're starting to make your own decisions."

She then turned her head toward black-haired girl standing behind her. Homura was still wearing her school uniform, and her head was tilted slightly downward. An obvious look of nervousness shown through her spectacles, and Mami spoke to her with the same comforting voice to dispel her worries.

"Homura, just stay behind us and you'll be fine. You won't have to worry about anything with the two of us protecting you."

Homura lifted her head to make eye contact with Mami. Her hands remained folded over her waist as she shyly replied.

"Thank you."

Mami acknowledged her with a friendly grin and a nod, then turned back toward the sky in front of her. Lightning clapped through the clouds sporadically, and it wasn't long before a strange sound began flowing through the air. It was as if a grand carnival was descending just over the building. The heat of battle sparked in Mami's eyes and a circle of rifles, all matching the one she was currently holding, rose from the ground around her when she heard this noise. She spoke to her colleagues in a stern manner as her eyes remained fixed on the black sky.

"Here she comes."

Madoka summoned her first arrow and matched Mami's resolve. Seconds later, the menace finally fell from the clouds and entered the airspace just in front of the two Magical Girls awaiting it. The Witch began cackling as she spun around like a demonic carousel, and her mere presence created a shockwave that destroyed the buildings nearest to her and heaved their rubble into the air. She then summoned her minions, an army of shadowy dancers, and willed them to charge her enemies.

Mami quickly began shooting Walpurgisnacht's familiars from the air. She used a new rifle each time she fired, casually tossing her current one to the side with each shot. One bullet was all it took to destroy each familiar, and she was steadily dwindling down the Witch's defenses. One familiar in particular, however, put an abrupt end to this. Its flight path took a sudden, erratic turn when Mami targeted it, and its unpredictable movements soon allowed it to enter melee range with its would-be killer. The silhouette-like minion resembled a young girl wearing a large, round skirt. It appeared to have pigtails, causing its head to shaped somewhat like a candy wrapper. Had this shaded figure been any more human, it may have resembled a Magical Girl.

Mami's eyes widened with shock when the familiar unexpectedly appeared inches from her face. The creature emitted a childish giggle as it raised one of its black arms to strike.

"Hey, these guys aren't so tough, are they, Mami?"

Madoka jokingly questioned her partner as she fought off familiars in a process that mimicked Mami's technique. Her gloved fingers fired a continuous stream of arrows toward the invading familiars. Her eyes never left her targets, and she was so focused on her venture that she failed to notice the sound of a glass object softly shattering beside her. When she spoke again, she noticed the strange absence of musket fire between each twang of her bow.

"Mami?"

She became more concerned as she finished eliminating the wave of familiars. When the last creature was destroyed by one of her thorned arrows, she finally turned to her side to witness a terrible sight.

Homura desperately rattled Mami's shoulders in a futile attempt to awaken the sleeping heroine. The older girl had transformed back to a battle-torn version of her own school uniform, and all of her mystical weapons had disappeared. Homura looked up from her kneeling position when she heard Madoka running toward Mami's opposite side. She struggled to overcome her horror when she spoke to the remaining Magical Girl.

"She... she..."

Madoka collapsed to her knees as she stared at Mami's expired form in disbelief. Tears began to well in her eyes and her hands started to quiver as she studied her mentor's motionless face. With a deep breath, however, she squeezed her eyelids shut and shook her head to clear her mind. Mami wouldn't have wanted her to give up now. There was still a battle to win and a world to save. She would have to put her personal grief on hold.

Madoka silently rose back to her feet. She then looked over her shoulder and glanced toward Walpurgisnact, speaking in a solemn voice.

"I'm going to fight her."

Homura gasped from her kneeling position. Concern appeared on her face when she replied.

"Ma-... Madoka?"

The pink-haired heroine gazed down to Homura again. Her usual caring smile returned, masking the fear and sorrow haunting her mind. She remained committed to her mission and spoke quietly as she recounted the first time the two girls had met.

"I'm really glad we became friends. Saving you from that Witch makes me happy I became a Magical Girl."

Homura became much more frantic when she responded.

"Madoka, no! It's too powerful! It already killed Mami!"

She then buried her head and began sobbing.

"Come on, Madoka. It's too much for you. No one will hold it against you if you just run away."

Madoka's cheerful demeanor never faded. She explained her rationale in the same resolved voice as before.

"I'm sorry, Homura, but that's not how Mami trained me."

Her smile grew brighter before she continued.

"I'm the only Magical Girl left. Everyone's counting on me to protect them."

What had started as a playful challenge was now a suicide mission. She knew it. She knew Homura knew it. Still, she had to be strong and hope her sacrifice wouldn't be in vain.

"Goodbye, Homura."

After bidding her weeping friend farewell, she gathered her confidence and returned her attention to the Witch hovering in the sky above her. She ran several meters forward before leaping into the air, catapulting herself off the roof and toward the nightmarish creature. The last thing she heard was Homura's voice desperately screaming at her to stop. It wrenched her heart, but this was what she had to do.