Sayaka - the one to change her mindKyouko gets jealous to hear that a rookie took over Mami's place, so she decided that she needs to take the title of main magical girl for herself. She tells Kyubey that she needs to just "beat the crap out of her" and call it a day. Kyouko begins to spy on Sayaka, grinning to herself because she seems like an easy target to kill on the spot. Kyouko becomes bored and realizes she needs to get the show on the road. Kyouko talks down to Sayaka, making fun of her for not knowing that a familiar and a witch are different. She tries to explain to Sayaka that it's a waste of time to kill familiars because they don't get a grief seed, and its like working hard for nothing. Sayaka becomes angry hearing that Kyouko implies that they should let innocent people die in the mean time, and she flashes her sword at Kyouko. The two begin to have an intense battle. Kyouko is barely trying, and Sayaka is clearly struggling to fight back. Kyouko throws Sayaka to the ground, and the two have a conversation.
K: "Could you, like, stop?" as she eats a fish treat, "It really pisses me off when someone messes with my work just because it seems kinda fun," as she flings Sayaka across the alley way "Hmph. Stupid rookie." Sayaka gets back up, and Kyouko is shocked, "I should have hurt you enough to put you in the hospital for three months!"The fight is interrupted by Homura, so Kyouko flees temporarily because she doesn't want to get involved with how mysterious Homura is. Homura later warns her to stay away from Sayaka because it will interfere with her plans. Kyouko, however, is unable to listen to Homura's warn and began to once again follow Sayaka around. Kyouko watches Sayaka approach the boy she made a wish for's house, and Sayaka laughs at her for making her one wish to be a magical girl on something "retarded." Kyouko tells her to break his hands and legs so that he will have to be by herself forever. Sayaka gets furious, and tells her she will never forgive her for saying that. The two move to a different spot so that they can fight easier without having civilians notice them. The two are about to transform to fight when Madoka runs in and stops the fight. Madoka grabs Sayaka's soul gem and throws it away. It lands on a truck, and gets carried away. Homura runs after the soul gem as Sayaka collapses to the ground. Kyouko picks Sayaka up and shakes her, realizing that something is wrong, she puts her back down. Kyouko turns to Kyubey and gets angry, asking what on earth happened to her because she looks dead. They learn that without the soul gem, or at least if its not 100 meters by their body, their body can no longer function. Kyouko falls to the ground next to Sayaka and all of a sudden gets a change of heart about what their lives truly entail.
S: "Who'd lose to you? It's because people like you are around that Mami san..."
K: "You're annoying. So Freaking annoying! Actually, you shouldn't even be talking to me that way. I've been doing this far longer than you!"
S: "Shut up!"
K: "I'll just have to kill you!"
S: "I won't lose..."
Kyouko stands outside of Sayaka's home and talks to her through her mind about coming outside and talking with her for a little. The two walk a far distance to Kyouko's home town, where she tells Sayaka she has a story for her. Kyouko opens up and explains to Sayaka what her wish was and what happened to her family because of it. She tells Sayaka that the only reason she thinks that wishing for others is stupid is because it can hurt not only them, but the ones they wished for as well. Kyouko tells Sayaka they are similar because they both started from the same mistake. Sayaka tells Kyouko she had the wrong opinion of her and apologizes for it, but tells her that she will never regret a decision she makes because life isn't about regret. Sayaka then tells her she can't accept an apple that is stolen and that is why she has to refuse her offerings. Kyouko calls her a dummy, and Sayaka responds "I will continue to fight in my own way. If that happens to conflict with you in some way, you can just try to kill me again. I won't lose, and I won't hate you for it." Sayaka leaves, and Kyouko takes a big bite out of one of her apples.
Sayaka begins to go crazy shortly after when she realizes that she can never be with the guy she loves because her body isn't human. She starts to allow witches to beat her up because she can't feel the pain anymore. Kyouko tries to jump in the way and protect her, but Sayaka gets angry and wants her to stay out of her fights. When she finally defeats the witch, Sayaka gives Kyouko a grief seed and tells her they are even. Kyouko calls her an idiot as she walks away. Kyouko finds out that Sayaka's grief seed is turning black, making her dangerous. She is getting closer and closer to becoming a witch. Homura tries to kill Sayaka, but Kyouko comes and jumps in the way, telling Sayaka to run away. After Homura gives up, Kyouko runs to go find Sayaka to talk to her about how she's been acting. Kyouko calls her stubborn for not listening to her or trying to save herself. Sayaka apologizes because she thinks Kyouko has wasted her time chasing after her. Kyouko calls her out for not acting like herself anymore, and Sayaka explains that she no longer is herself. She lost hope and she lost care for all things in the world. Sayaka tells her "Someone has to be cursed to balance out a wish or someone else's happiness. That's how we magical girls work. I'm really stupid." Sayaka's soul gem shatters, flinging Kyouko backwards as she screams out for Sayaka. Kyouko watches Sayaka turn into a witch, and her body lays lifeless. When she tries to run after the witch, Homura stops time and tells her that she will die too if she tries to go after the witch, who now IS Sayaka. She tries to make it clear that Sayaka isn't coming back, even though Kyouko won't accept that. Kyouko keeps Sayaka's body fresh because she is determined to get her soul gem back from the witch, and save someone she truly cares about.
Kyouko approaches Madoka for the first time in a friendly manner, asking her if she would be willing to help her attempt to save Sayaka. She tells her she can't guarantee her safety, but maybe Sayaka will be able to hear the voice of one of her true friends and will be able to come back from the witch. Kyouko tells Madoka "Stories where love and courage win out in the end always turn out like that, you know? When I think about it, I became a magical girl because I always loved those stories. It didn't even cross my mind anymore, but Sayaka made me remember." Sayaka gave Kyouko hope in love and happiness where heroes could save the day once again, something that she lost when her family died. The two team up and decided that its worth a shot if that means that Sayaka could potentially come back to them.
Kyouko and Madoka enter the witches layer, and head to find her. When they get to her, Madoka stands back as Kyouko begins to fight the witch. Madoka yells out to Sayaka, asking for her to remember them and come back to the ones who love her. Kyouko, getting badly beaten by the witch, tells her to not be so difficult and to listen to them. Kyouko laughs and calls out "I guess you're finally paying me back after all this time. I guess we did try to kill each other at first, huh? I said you were weak... I guess if I had beat you up even more, you would have just gotten back up. You're mad, aren't you? You can't forgive anyone for what's happened. I know. Once you feel better, come back to us, okay?" The witch doesn't act any different, and keeps beating up Kyouko. She flings to the ground, and the witch grabs Madoka by the neck, attempting to kill her. Kyouko screams out to Sayaka, cutting the witches hand off. Kyouko realizes that there isn't much time left, and that if she doesn't do something soon, both her and Madoka will be killed by the witch. She hates to accept reality, but she realizes that Sayaka isn't coming back. Instead, this witch will be her impostor. "You said you believed you could make people happy with this power! I bet you, God... My life sucked. Let me have a happy dream, just once... Don't worry, Sayaka. It's lonely being by yourself. It's fine. I'll stay by your side, Sayaka." Kyouko kisses her soul gem, and finally awakens her magical girl powers that she's oppressed since her family had died, using it to have enough power to kill both herself and the witch. Kyouko was willing to die in order to make sure that Sayaka didn't have to end up all alone. Sayaka was one of the only people who made Kyouko finally feel like she could be a hero and protect someone again, instead of just simply living for herself. Although Sayaka and Kyouko didn't have a chance to really get to know each other on a personal level, Sayaka awoken the memories of love and compassion that Kyouko had deep inside of her from once before.