The episode looks at an alternate timeline in which Homura is a shy transfer student who makes friends with the cheerful Madoka. Lacking confidence in herself, Homura is attacked by a witch but is rescued by Madoka and Mami, both of whom are partners as Puella Magi. When both Madoka and Mami are killed in the battle against Walpurgis Night, Homura makes a contract with Kyubey to send her back in time so that she can protect Madoka. She joins Madoka and Mami and learns how to use her Puella Magi powers. However, come Walpurgis Night, Homura witnesses Madoka transforming into a witch and realises Kyubey had been deceiving everyone. Returning to the past again, Homura tries telling the others the truth, but they don't believe her. When Sayaka becomes a witch that the others are forced to kill, Mami goes insane and kills Ky?ko before Madoka is forced to kill her as well, leaving her and Homura to face Walpurgis Night. With their Soul Gems depleted, Madoka uses her last Grief Seed on Homura, begging her to return to the past to keep her from being fooled by Kyubey before asking to be killed so she won't turn into a witch. Returning to the past again, now with a colder personality, Homura attempts to keep Kyubey from making contact with Madoka and decides to fight against the witches herself, but this ultimately fails, leading to the current timeline and the events of the first episode.
-Wikipedia
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