Two weeks later, the girls of the newspaper club start getting nervous about the fact Kae hasn’t been seen since her escape. Koharu is called to the hospital, where she finds none other than her disappeared mother, alive and well, having been brought in by “a civilian who found her wandering the streets”. Finding it weird her mother would resurface along with Kae, Koharu concludes she might have accidentally been sealed away along with the Puella Malefica. Unfortunately, the woman appears to have lost her memories. Meanwhile, Niko finds out that the Dreamscape has become a dangerous, lawless place, in which Kae’s evil continues to roam freely, hunting innocent souls to corrupt and consume. With his body in the Bureau’s captivity, Nebbia charges his protege with retrieving his mask — the very Artefact that sealed Kae and created the Dreamscape in the first place. Shinju pledges herself to helping Niko find the mask, but Niko’s self-esteem issues get in their way as much as Nebbia’s cryptic hints do, while Shinju struggles with the realization that Niko is falling head over heels in love with her.

During a patrol Mei is reunited with Akari, who appears to be faring quite well as a Puella Magi ever since Chiemi was arrested, despite her lack in combat skills. As the two hunt down a Witch together, they are interrupted by Kae, who makes easy work of both the Witch and the two girls, threatening to kill Mei if Akari doesn’t tell her where she can find more Grief Seeds. Akari complies, directing Kae towards Aoi Hikarizaka. Kae has little trouble tracking Aoi down, as the winged girl is still wandering town, looking for desperate Puellae to offer her services to. Taking one of Aoi’s clients hostage, Kae reveals that she plans on making another creature such as herself. To do so, she needs Yui’s Grief Seed, which she knows Aoi caused to exist somewhere in the city¹. Though Aoi manages to send Kae off on a wild goose chase, she nevertheless orders Akari to get Yui’s Grief Seed back from Yasu as quickly as possible.

Some time later, Yui follows a mysterious text message to her father’s new hiding place, where Kaito reveals that not just Nebbia, but he as well was charged with keeping Kae sealed within the Dreamscape. Unfortunately, his fears and doubts allowed Kae’s influence to start slowly corrupting him, manipulating him into setting her free. As Kaito apologizes for abandoning and antagonizing her, instead of being the father he could have been, Yui realizes that she’s actually in the Dreamscape, and that in the waking realm, Kaito has already died at Kae’s hands. Before she has time to say her goodbyes, however, the two are attacked, and in the end Yui is only able to escape because Kaito sacrifices himself once more, ending his existence in both the waking world and the Dreamscape.

The situation escalates when Kae begins burning down the city, one building at a time in order to lure out her enemies. Hearing about this rampage, Shinobu dispatches her troops immediately and orders an evacuation of the blocks being affected, but Nebbia — still in Bureau custody — interrupts, asking for the opportunity to parley. He reveals that Kae is not just his wife Melania, turned into a Puella Malefica — she is actually a hybrid of the tormented souls of both his wife and her sister Katherine, which were merged together and corrupted into a single creature as a result of the Conductors’ machinations². After the Bureau grants him the right to confront Kae on his own, Nebbia dives into the Dreamscape, where he has the chance to speak to Kae’s two halves, as opposed to the amalgamate that exists in the waking realm. Pitting the sisters against one another, Nebbia manages to provoke Katherine into killing him, effectively sacrificing himself to weaken the bond between Melania and Katherine that quite literally holds Kae together.

Fueled by Melania’s grief at Nebbia’s death and Katherine’s anguish over betraying her sister, Kae moves to end the wild goose chase Aoi has sent her onto. She attacks Akari at her home, killing her father and threatening to kill her mother, too, if Akari doesn’t bring her Yui’s Grief Seed within 24 hours. With no choice but to comply, Akari attacks Yasu in broad daylight and manages to snatch Yui’s Grief Seed, causing Kae to immediately teleport onto the scene. Before she can set her now complete plan into motion, however, Kae is interrupted by Hanako and Yui, who engage her to lure her away from the city and towards the opera house.

Meanwhile, Nebbia’s death has caused Niko to realize the Conductor might have hidden his mask in the Dreamscape itself. Together with Shinju, she discovers a replica of the Conductors’ opera house within the otherworldly realm, where they are attacked by a massive, powerful creature — Kae’s Witch, wandering the Dreamscape along with her human aspects as their amalgamate wreaks havoc onto the waking world. Shinju fights the Witch off long enough for Niko to enter the opera house, but when she fails to locate the mask even there, Niko despairs, angry at her failure to live up to the trust Nebbia put in her. Shinju’s continued persistence in fighting the Witch and supporting Niko, however, manages to snap Niko out of her funk, as she realizes “finding the mask” is not about looking for it, but about becoming someone who deserves to bear the burden that comes with being the warden of the Dreamscape. By coming clean to Shinju about her romantic feelings, Niko finally unlocks the power Nebbia entrusted her with, warping the Dreamscape to corner Kae’s Witch and allowing Shinju to finish it off, significantly weakening Kae in the waking world.

Noticing the fruit of Shinju’s efforts, Yui, Hanako and Yasu appear able to defeat their enemy, until Kae uses the last of her amalgamate strength to fulfill her plan regardless. When Yui attempts to finish her off, Kae strikes, merging Yui’s Grief Seed into the girl’s body and turning her into a Puella Malefica. Gloating, Kae urges Yui to do as Puella Malefica are wont to do and burn down the world in revenge for all the suffering the Conductors inflicted upon her. Much to Kae’s surprise, however, the newborn Puella Malefica turns on its creator and uses its gruesome powers to beat her down until nothing but a powerless husk remains, before turning on Yui’s friends. Eventually, Alice manages to impale Yui with one of her staves, allowing the real Yui to retake control and destroy her Witch, reversing her transformation, but stripping her of most of her powers.

After the battle is resolved, the Sixth Bureau arrive on the scene, where the powerless Kae decides to reveal the Conductors’ final secret. She warns Yui the evils of the Puella Malefica are not yet truly gone from the world, as one still remains: the very first girl to ever become a Puella Malefica — Cecilia Ambrosi. As Yui reclines in shock, Katherine begs Shinobu to put her out of her misery once and for all. Without much remorse, Shinobu complies, as Yui realizes Cecilia has vanished without a trace. In the meantime, Shiori has been released from the youth correctional facility where she was staying, at the request of her parents. but soon realizes their renewed interest in her is merely pragmatic — her father has inherited his father’s business conglomerate, and needs an heir. Furthermore, her real name is revealed to be Satomi Yasuda — making her grandfather Naota Yasuda, one of the Conductors.

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1. As depicted in Chapter 5, where Aoi purifies Yui’s Soul Gem, only to use the grief she absorbed in this way to summon the Witch that would be born in yui ever gave in to despair. ↩︎
2. As explained in more detail in The Conductors’ Omnibus. ↩︎