As the darkness continues to spread across the earth, Madoka, Lan and Muginami wake up separated in a strange place similar to where she first met Yurikano. They each come up against a vision of Dizelmine's Vox and fight angrily against it. Meanwhile, Asteria confronts Moid, who reveals he manipulated Dizelmine into opening the Rin-ne, revealing his motives before receiving a prompt punishment from Yoko. As Madoka sinks into despair over being unable to defeat Dizelmine, she gains encouragement from Midori and is shown a vision of Dizelmine and Villagiulo's past, before managing to find Lan and Muginami. After regaining their resolve, the three resume their battle against Dizelmine, aiming to make him remember the goals he shared with Villagiulo.
- When Madoka stands on Vox Aura's arm, the translucent parts of her pilot suit are disappeared. After a few seconds, her pilot suit's translucent parts have appeared again.
- The three colored chairs (representing Muginami, Madoka and Lan) are first seen in the opening scene of this episode and after a ten seconds, Yurikano will appear and stand beside them.
- Vox Aura/Midori is actually the one who gives Madoka an e-mail.
- A flash back from Welcome To Kamogawa! where it shows a 7-year old Madoka is drowning for finding her mother and she is pushed by Vox Aura to go back to the surface.
- They do a barehanded sword block against Dizelmine which was previously done ten episodes ago where Madoka fights Kirius and she unsuccessfully blocks Kirius' Ovid Libertas' sword twice.. This time, Madoka's barehanded sword block is now successful and Muginami did the same thing for the first time.