In the city of Mitakihara, Japan, a middle school student named Madoka Kaname hears a cry from headphones at the mall. She heads to the back area where she sees a small, cat-like creature named Kyubey. Madoka holds Kyubey. then a few seconds later, A transfer student/magical girl named Homura Akemi comes and tries to stop Madoka from making the contract with the creature. Then Sayaka Miki, (one of Madoka friends at Mitakihara Middle school) saves Madoka and they both run away while they could. They encounter fellow school member Mami Tomoe who is also a magical girl when they fall into a labyrinth.