Madoka Kaname is a normal, average girl. One day, when she has a strange dream, the girl in said dream, Homura Akemi, transfers to Mitakihara Middle School. Homura tells Madoka to value her life and keep it the way it is. Even the mysterious creature called Kyubey appears, and tells Madoka, along with her friend Sayaka Miki, they can make a contract and become a magical girl. But why did this all happen?
Mami Tomoe, who saved Madoka and Sayaka the previous episode from a witch's barrier, explains the magical girl system. The girls also discover Mami attends Mitakihara. With Homura still warning the girls, Mami takes Madoka and Sayaka on a witch hunt, to help them see what it's like before making a decision.