14 year-old Madoka Kanome has a dream in which a dark haired girl is struggling against a terrible evil. As Madoka goes to school that morning, she sees the very same girl, Homura Akemi, enrol in her class. Even stranger, Homura seems to know Madoka and later confronts her in the hallway about whether she cares for her friends or not. After school, whilst hanging out with her friend Sayaka Miki, Madoka hears a voice calling for help. Following it to a storage room, she finds a small creature named Kyubey being attacked by Homura. As Homura insists that she hand Kyubey over, Sayaka helps Madoka and Kyubey escape. They are then caught in a strange illusion and approached by more strange creatures, but are rescued by another girl named Mami Tomoe, who transforms into a magical girl and fights them off, dispelling the illusion. After confronting Homura, Mami heals Kyubey, who offers Madoka and Sayaka the chance to become magical girls