Ai decides to disappear in order to free Sana. Alina is infuriated by the destruction of Endless Solitude and goes into full attack mode against Iroha and her friends. They find out that the Magius have been using the Uwasa's territory to confine and raise Witches. Iroha and company fight an uphill battle, but Mami and Mifuyu appear on the scene to put an end to Alina’s rampage.

Kuroe lets Iroha get ahead of her while fighting with Magius. Kuroe hears a whisper that puts her in a shock: “Did you forget about me?” At the same time, Iroha is hearing Ui’s voice. Felicia and Sana are confused about Magius’ plan. Sana has questions and explains her intent to Mifuyu, who seems to have given up on everything. Due to the plan, Yachiyo is after Iroha in Kamihama City, which is filled with a large number of Witches. While there, Yachiyo comes across a Magical Girl from Mitakihara City.

The Magical Girls break into the headquarters of the Magius. After Iroha and Yachiyo reunite, they meet up with Madoka and the other girls, but are confronted by Tsuruno Yui and Mami Tomoe who have become soldiers of the Magius. Mami and Tsuruno, who are being manipulated by another entity, begin attacking the Magical Girls. Iroha and Madoka are in a bind as they are unable to fight back. As a tactic, the Magius summon countless Witches to gather in Kamihama City. The largest ever Supercell is approaching and will hit Kamihama City in six hours. The true identity of the Supercell is actually Walpurgisnacht, the most sinister and evil Witch ever.