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This show is set at Honn0ji Academy, a fictional high school in post-apocalyptic Japan that is dominated by its fearsome student council, led by Satsuki Kiryuin. The council members wear special uniforms called Goku Uniforms that grant them superhuman abilities, which they use to oppress the rest of the school's students and staff.

Beloved family, good friends, laughter and tears - these things make up the ordinary life of Kaname Madoka, a second year student of Mitakihara City Middle School. One night, Madoka dreams of a mysterious dark haired girl struggling against a terrible evil; the next morning she discovers that the girl, Akemi Homura, has transferred into her class.

While visiting a town a peddler named Kraft Lawrence meets the local god known as Holo the Wise Wolf. She asks if he would take her to her home up north and many adventures happen along the way.