After losing to Walpurgisnacht, Homura Akemi uses her power to turn back time to before Madoka Kaname ever became a magical girl, but this time Madoka remembers everything from the timeline they just lived through. Together they plan to save Mami Tomoe, Sayaka Miki, and Kyouko Sakura from the fates that already destroyed them once. Kyuubey remembers too, and works quietly to steer Madoka back toward making the contract Homura is trying to prevent.