A troubled wind swept over Mitakihara City. Clouds billowed overhead, pushed back and forth by the wind. The few trees left in the mostly urban city bent under its force, branches shaking and a few leaves dropping, others floating and spiraling away in the air. Stars shone behind the clouds, illuminating the moonless night as a white and pink alien crept down the sidewalk. There was a girl with potential nearby. The alien lifted its head and sniffed at the air. Tangy joy, sweet hope, putrid sadness, and bitter despair – their scents mixed like flowers in springtime, and it could smell them all. Only one, however, drew it near the ever-confusing human race.

The sugary aroma of longing, like burnt chocolate chip cookies, brought it ever closer to a house on the edge of civilization. The home lay surrounded by bright green grass and two budding trees; these, too, bent away from it in the steady wind. Under its paws the grass felt smooth and soft, unlike the harsh feel of steel and concrete it put up with day after day – when it wasn't being carried by middle school girls. And it was coming to visit one of those girls now, trailing the scent of longing and the cruelly miniscule amount of potential. At one point, the alien would have come to this house first, quickly making a contract before going to each and every girl with the power to fight entropy. Now, however, more and more girls had greater and greater amounts of potential, and it couldn't waste the universe's precious time with girls such as these, with potential that other Incubators would laugh at. Still, it was worth checking to see if she had a wish ready and waiting. Maybe she, too, would bring it one step closer to filling its quota.

The Incubator stuck its head at a windowpane and glanced through it with unblinking pink eyes. A girl with light pink hair lay curled up in bed, tangled in yellow blankets and surrounded by fluffy stuffed animals. It wouldn't wake her up; that would be uncouth. They had learned through the vast ages that most girls did not quite like being woken up by a strange animal in the middle of the night, even if it was most adorable. Still, the pink and white alien phased through the window and perched itself on a shelf among the girl's other, unused stuffed animals. It'd speak to her when she woke up, and maybe she would have some great wish to be fulfilled.

If not, it could always check back later. If left unchecked, longing and potential could grow until ripe for picking – or fall flat. Only time would tell which one this pink-haired girl's would be.

Madoka, the Incubator corrected itself. Her name is Madoka.

Morning broke bright and early on this particular Friday morning, bursting through the barely curtained windows in Akemi Homura's apartment. The girl snuggled deeper beneath her dark purple blankets, using them to cover her head. She didn't have to be up this early, and if she could have her wish, the sun would most decidedly not be shining. Its ever-faithful glow only brought light to the day of her transfer to a new school, a day that for most other people might be filled with hope and excitement. Homura, however, only felt dread.

This was not the first time Homura had gone to a new school. Every so often, when her heart problem reared its ugly head and sent her to the hospital, she would take the time to switch to a new school. It was something of a tradition. More often than not she had no friends at her old one, and, at first, she hoped to become popular and be surrounded with a group of friends who cared for her. Eventually she'd come to the realization that she would really have settled for just one good friend. But none had ever shown up.

This time was to be her last try.

The doctors assured her on her last release that this would be the last time her heart problem would cause her this much trouble, but Homura knew better. They'd said that on her previous release, too, and after years of schools and no friends, she had decided that if she was unable to make even one friend at this new school, she would let the disease take her. It would be so much easier to die now than to live a life completely alone.

A few minutes passed in which she struggled to return to silent slumber, but Homura eventually drew back her blankets to greet the new day, albeit apprehensively. She sat up in bed, pulled her red-rimmed glasses off the table, and glanced out the window. Outside, the sun lit up Mitakihara City, making the dreary gray cobblestones outside her apartment look even more washed out and gloomy. She pushed her glasses even further up her nose and then began to braid her long black hair.

Today was going to be a long day.

It all started with the tiring walk to Mitakihara Middle School.

Homura put one black clogged foot in front of the other, not quite skipping, not even remotely trying, more resigned than anything. She'd baked cookies the night before in an attempt to cheer herself up, holding onto the hope that today she might have a friend of some sort with whom she could share them. Then perhaps they would start a conversation about baking and end up baking more cookies together later. But as she drew closer to the school building, she became more and more afraid that this would not be the case, that she would just sit alone at lunch, eating her carefully crafted cookies all by herself.

"Meow?"

The girl stopped in her tracks, glancing around the cobblestones. She narrowed dark eyes behind ruby glasses, hoping to catch sight of whatever was making that obnoxious high-pitched sound. Then something began to rub against the back of her legs. She jumped with surprise, stumbling backwards over the animal and falling to the ground. When she glanced back, there was nothing there, and so she stood, rubbing her sore backside with one hand.

Some great first day of school this was turning out to be.

Picking up her scattered things, Homura started forward again, head hung low, until she saw it – the black cat sitting pertly on the ground in front of her. It meowed plaintively at her again, and her purple eyes grew wide in excitement. "Oh!" She bent down and scratched its back. The cat stretched in front of her, purring happily. When she stopped, it meowed again, and even though she probably didn't have the time, she continued to pet it, feeling the knots of stress along her back grow smaller, the frantic pounding of her heart grow quieter, the tension in her very being grow significantly less. She smiled. It would be so great to have a pet cat like this around the apartment, some sort of companion, if her lease allowed it. In a moment of impulse, she searched its neck for tags and found none.

"Little Black Cat, where's your collar? Were you abandoned?"

Like me?

The cat gave her a halting stare and a snappy meow. She could almost hear its refusal of a home, and she giggled. "How cute!" And kind of like a cranky old man. Homura imagined the cat rolling its eyes at her.

Maybe if she talked to it, then the cat would change its mind. "Ah, you know, I'm going to transfer schools today. I wonder if I'll be alright?"

Its long answering meow seemed to be giving her hope. If this cat thought she could do it, then maybe she really would be alright!

Homura sighed. So now she was listening to cats. Maybe she really shouldn't be going to school today.

Another meow, this one pleading, as the cat rolled over to expose its belly. "Oh? What's wrong?" As she rubbed its stomach, Homura could feel how scrawny the cat was. She frowned. "Could it be...that you're hungry?" The black cat sat back up and rubbed its head against her hand, nudging her insistently. That must be a yes. She reached into her backpack. "I have some cookies. Would you like some?" As the cat meowed again, Homura took a cookie out – fortunately there was no chocolate in it – and crumpled it up into easily edible kitty bites. The black cat immediately set to work on eating it.

Homura watched it eating, trying to force herself to move. She needed to go to school, but she didn't want to do so. "You're so small, are you all alone?" The cat finished eating as she thoughtlessly stroked its thin back, and it meowed again. It was probably still hungry. She sighed to herself again. "I see. Just like me." Except for the whole hungry and homeless part. Thankfully she still had money and a place to live.

Suddenly the clock tower bell began to ring overhead. Homura's heart leapt in her chest as she immediately stood up. Late. Late, late, late. Her first day at Mitakihara Middle School – her last school – and she was going to be late. What sort of a first impression was that? "Sorry, cat, I'm going to have to go! Please find me later, ok?" she said as she began to race to the school, her heart pounding frantically in her chest. She stopped running a few yards later, unable to breathe, her lungs aflame. In the hospital, she hadn't had much chance to run, and with her heart problem, she hadn't really wanted to do so. She slowed to a steady walk, shoes clunking on the pavement.

This was going to be the best first day ever.

"So, why don't you tell your new classmates about yourself?"

Homura's new teacher, Saotome-Sensei, stood to her right, in front of the white board, a beckoning smile on her face. Fortunately her long-winded relationship spiel allowed Homura to get there late and still not miss her introduction. Still, this was unfortunate. How could her sensei know that this was Homura's least favorite part of being at a new school?

Homura tugged on either side of her thick black anti-anxiety ribbon. Back when he was still around, her father gave it to her with the instruction to put all her worries into this little ribbon. He'd given her a matching set – one to hold and another to wear around her head to keep her bangs in place. As long as she wore one and held the other, she'd be able to move her worries from her head to this one in her hands. That's what he'd said, and she, a small little girl at the time, believed him.

Then he'd left.

Still, playing with the black ribbon in her hands was such a small habit that she'd had for so long that Homura found it hard to break. If she'd been completely honest with herself, she had no desire to lose it. It reminded her of her family. It told her that at one point in time, there had been people who believed in her. It gave her hope and strength to try again.

Ah...it was time to speak. Homura shivered. "M-m-my name is Akemi Homura. P-p-pleased to meet you." She tightened her grip on the black ribbon and looked out over her classmates. They all seemed nice. A few of the girls looked at her expectantly, their eyes large and bright, and she tried to give them a little smile back. She didn't even notice when Saotome-Sensei wrote her name on the board and told the class to help her out, only aware of breathing a huge sigh of relief when her sensei gestured for her to take her seat at the front of the class. Even then, she kept fiddling with the thick black ribbon, wrapping it loosely around her left hand when she started to take notes.

At the first break in class, a group of girls swarmed her desk. Homura'd never seen so many hair colors in one place. A girl with magenta hair asked, "So, what school did you come from?" and before she had a chance to reply, another girl with pine green hair asked, "Did you do any club activities at your old school? How about sports? Or cultural activities?" as if she had time to answer even one of those three! Then another girl, this one with short blue hair and tan skin, said, "Your hair is so long! That must take a lot of time braid every morning!" Homura didn't dare say what she was thinking – that sometimes she braided it at night before going to sleep so that she didn't have to wake up early, or some days she skipped showering altogether because her heart hurt so much. No one wanted to hear that kind of thing. She tightened her grip on her black ribbon until she could feel it cutting into her skin.

"U-um...I..."

"Akemi-san?" Yet another girl, with bright pink hair tied with even brighter pink ribbons into poofs on either side of her head, appeared. Something in Homura shivered; she'd hoped for friends, but this kind of crowd scared her. Worse yet, none of these girls offered her their names yet, which really meant that they were still deciding whether they actually wanted to be her friend or not. By the time they made their decision, she was sure that it wouldn't be in her favor. And the fact that even more of them were showing up meant that they would just decide as a group, that even more people would know just how much she failed and judge her for it – the more they were interested, the more they would judge her for failing – and...this...

"You have to go to the Nurse's Office, don't you?"

Homura cracked one eye open from behind her cherry glasses. She hadn't even noticed as she cringed into something of a ball, and she started to unwind, trying to think straight. The girl with the bright pink hair – she was the one who asked and was in fact still talking, a bright smile on her face. Homura didn't know what to say or how to reply. She was sure that the girl expected something. What was it?

The girl seemed to notice this and her smile widened as though she were about to laugh. Laugh at Homura. Just like everyone else. She could even hear the harsh sound now; she was used to hearing the other kids' laughter. Her failure at any kind of athletics generally caused her to be mockingly called "Homerun-Chan!" as though she could ever hit a ball that far or even run that fast.

Please don't laugh at me. Not you, too. I couldn't stand it.

"Do you know where it is?" Her tone was soft and comforting, like the mother she'd never quite known. She didn't even notice that the smiling girl assumed a yes from the previous question.

The silence suggested Homura was supposed to answer that question. "Huh? Um, no..." She'd figured it was rhetorical. How was she supposed to know where the Nurse's Office was on her first day here?

The girl's smile faded, the laugh lines at its edges disappearing. "Then I'll take you there. I'm the Nurse's Aide in our class." She turned to the small crowd of girls gathering around Homura's desk. "Sorry, everyone, but Akemi-san is supposed to take her medicine during break times at the Nurse's Office."

"Oh really?"

"Sorry for keeping you, then."

"We'll talk again later, Akemi-san!"

Homura wasn't sure if the tone in the other girl's voice was sincere or not, if she was as sorry as she seemed. If anything, she felt that perhaps the other girl was sorrier for not being able to get her questions answered promptly than for distracting Homura from taking her medicine. And she wasn't sure she wanted to talk again later, not if it meant more of those questions that she just didn't have time to answer before they threw others at her. Maybe if they asked one at a time. As she stood up, she looked almost expectantly at the girl with the bright pink hair.

She saved me.

As they began to walk through the hallways, Homura tried to look everywhere but at the other girl. The glass walls let her glance into the other classrooms – so extravagant! So this is what it was like to go to a modern school! – where her seniors and juniors prepared for their next class. She could see the groups of friends gathering together around one or two desks to chat and suddenly wished that she were still back in the classroom. The shift in classes must be the best time to make new friends and to learn about them. Even if it had taken time to answer all their questions, she would have eventually been given time to ask questions of her own...right? Suddenly she wished that she had stayed back and didn't have to go to the Nurse.

"Sorry about that." The other girl broke through Homura's thoughts with her simple words. "They don't mean any harm. They just got excited because we don't get many transfer students."

"No, it's..." Homura was about to say "fine", but the instant she really thought hard about returning to her seat and all of those girls staring intently into her face and asking her so many questions so quickly, her forehead broke into a light sweat. So instead, she hung her head and simply said, "Thank you very much," and hoped that the other girl understood just how much she meant that.

"You don't have to be so nervous," the girl said, the slightest of laughs in her voice. "We're classmates, after all!"

Homura twisted the black ribbon between her hands again. Being classmates only made her more nervous. If she screwed this up, her "classmate" would remember it forever, and then it would just be used against her until her heart condition got worse again, and then...well, then she'd give up. She'd already decided that. So, wouldn't it be worth it to take a chance now?

"I'm Kaname Madoka. But just call me Madoka." The girl turned to Homura with a welcoming smile.

"...just call me Madoka"? I...I can't do that! It's too familiar! I...! Homura could feel the shock showing on her face before finally realizing that this girl had just introduced herself. Introductions – those were important. Those could be the gateway into friendship. Maybe. If you were anyone except Akemi Homura. "B-but..."

Madoka turned away again, probably so she could see where she was going. "It's fine, really. So is it okay if I call you Homura, too?"

Homura blushed, and her heart tightened a little bit in her chest, which she could just blame on her heart condition. Her medicine would hopefully soon clear up this little hazard. Hah. Homura wished. She raised a hand to her chest. "I-I don't really get called by my first name very much..." But to say that would show this girl that she didn't have any close friends and to do so would be to risk losing even this feeble attempt. She had to cover that quickly. "I-I mean, it's such a weird name, so..." Her left hand clenched into a tight little fist around the black ribbon. Maybe if she squashed her worry enough it would go away. That was doubtful, though, as it had failed to do so before. And what was it her dad said so long ago?

"Don't worry what people think, my little Homulily." Professor Akemi ruffled his daughter's long hair fondly. "They might say your name is weird, but it's what your mother wanted for you. Just think of it as her blessing to you."

Little Homura blushed at her dad's touch and rubbed her eyes. It was her first time in the hospital, and her long day of relentless medicine was making her tired. She blinked up at her dad, too weary to speak.

"Now you just get some rest. You have another long day ahead of you."

"Huh? No, it's not!" Madoka interrupted her thoughts again, picking up right as Homura dropped off in her sentence explanation. "It means 'flame', so it's like you're supposed to flare up passionately! I think it sounds cool!"

Homura glanced up at the back of the pink head in front of her. She learned long ago what her name meant, but it was always devastating to her. She let out a deep breath. "I guess I don't live up to my name..." It was less a guess and more a deep-seated knowledge.

Madoka turned around to face her, spinning on her little heel. "But that's such a waste!" Her frankness astonished Homura, who just stood there, unable to say anything in return. "Since you were blessed with such a great name, you should become cool to match it!"

"Just think of it as her blessing to you."

The girl looked so earnest and happy that Homura didn't have the heart to tell her that those things could never happen. That just wasn't who she was. She sighed and looked down at the ground again. Anything not to look at those pink eyes that were filled with so much hope.

Without thinking, Homura found herself looking out the huge glass windows surrounding her. Madoka said something about how cool the skyway was, but Homura was too focused on the animal she saw sitting on the ground just under them, watching her. It was the same cat she had seen earlier, and right now it seemed to her that it was there to continue encouraging her. "That little black cat...I wonder if it's there waiting for me?"

She didn't even notice she'd said anything out loud until Madoka stood behind her, placing one soft hand on her shoulder. "Homura-chan?"

The black-haired girl turned to look at the other girl, but by then Madoka was focused on something else: the little black cat. "Oh, Amy!" She waved at it.

"You know that black cat?" Homura covered her mouth with one hand when she realized the question just spurted out, but Madoka didn't seem offended at all.

"Yeah, kinda," the rose-haired girl said, blushing and scratching the back of her neck with one hand – a gesture which Homura found oddly freeing. "You, too?"

Homura nodded emphatically. Look – a connection. That cat must be watching out for her! Now she didn't feel half as bad for stopping and feeding it this morning. "Yes. This morning, on my way to school..." She hesitated and her voice dropped off. What if Madoka didn't really like cats? What if Amy had tried to claw her eyes out once or something? But, then again, if that were the case, why would she wave to her? And why in the world would she name it?

"Is that so? You really like cats?" Madoka didn't seem to notice her anxiety at all. She was a natural talker, and that personality, at least, was familiar to the new girl.

A blush crept over Homura's face quite easily and she nodded once. "I..." Her voice cut off before she mustered her strength, wringing the ribbon until she was sure it would break. Finally, the words came out, hesitantly, but certain. "I really love cats." She looked away, her eyes shut tight, too scared to see how Kaname-san would take it.

"Me, too!"

What? Homura opened her eyes and, instead of staring at the ground, she glanced into Madoka's face, where a bright, eager grin had appeared. Really? The flush on her face turned a deep scarlet, and her throat closed off. Of course, now that she actually had something to talk about, she couldn't get a word out.

Madoka's smile became easy, inviting Homura to relax, as she noticed that her new friend was having a hard time speaking. "My favorite thing about cats," she began speaking in hushed tones as though in confidence, the smile not dropping from her face, "is how they sharpen their claws."

Homura's violet eyes widened. "Their claws?" The only thing she could think of was a cat trying to sharpen its claws on her leg – not a particularly pleasant sensation. She shuddered unconsciously.

"Yes, the way their tails go waggling around while they make that scratchy sound is super cute!" Madoka waggled her butt to imitate the motion, and Homura couldn't stop herself from giggling.

"I know what you mean. They're cute, aren't they?" Homura couldn't even remember the terror anymore, she felt so content in this conversation. She'd never felt like this before, so relaxed with another person, not since her dad gave her the ribbons, not since he left.

The thought made her hand tighten on the drooping ribbon. Then the familiar panic came back. If her dad, who loved her more than anyone else in the entire world could, had just abandoned her, why would anyone else stay? In that case, why would Madoka? She'd just find out how horrible she was and how much she failed at everything and how—

"Yes! I've found something in common with Homura-chan."

She was trying to find something in common with me? Homura unclenched the tight grasp she had on her little black ribbon, focusing on the smiling girl in front of her. She tried to smile back, but the fear was still there. When she finds out how horrible I am at everything...she'll give up, too.

Without trying, Homura spent the rest of the day unconsciously testing Madoka...and being proven wrong. When she stood in front of the classroom to finish the math problem on the board, she could only look at the numbers and letters hopelessly, unsure how it all fit together. She heard the whispers behind her – "How can she not do this?" "It's just review!" – over the teacher's helpful remarks – "Why don't you ask a friend to let you copy their notes?" – and shuddered where she stood. As long as she was a dunce, none of the girls would be her friend, let alone let her copy their notes. Her mouth turned down into a frown so that she was afraid to turn around. She gripped the edges of her math paper, trying not to crumple it, but staring at the numbers in futility.

"Homura-chan?"

"Huh?" She looked up and Madoka was standing right next to her again. Sometimes it felt like that girl just teleported all over the place.

"Homura-chan, cheer up. You're not the only one who's having trouble understanding math." Her voice wasn't patronizing, only gentle, encouraging.

Again, she couldn't quite connect. For anyone to be trying to talk to her after such a spectacular failing...it was something of a miracle. "Huh?"

But Madoka was still talking as though Homura hadn't said anything important, which she hadn't. "I come to school every day, and attend classes, but even then, I'm still not too good at math..." Her voice trailed off as though she were beginning to muse her own situation.

Then, finally, the connection. Madoka was trying to sympathize by showing her own problems with the subject. "Oh... Really?" That was a little bit of an encouragement. Or a discouragement, now that she thought about it. If someone who went to school every day was unable to keep up, how could she – a new student who hadn't done any of the previous work and hadn't even been at this school before now – be able to catch up? It was hopeless. Madoka's simple "so don't worry about it" couldn't even help; she was knee-deep in worry.

A blue-haired girl – and not the tan one from earlier, a different one – suddenly appeared from behind Madoka and swung her arm around the shorter girl's shoulders. "Hey, Madoka, don't say that it can't be helped. Akemi-san looks so...," she paused as if searching for the word, "anxious."

Madoka looked over to Homura, gasped, and nodded sadly. "Yeah."

The other girl – Homura didn't know her name, couldn't remember that far back – looked from her friend to the transfer student and back again. "What?"

Obviously she had done something wrong to change their moods. She was doing something bad...but what? That new girl had said she looked anxious – perhaps that was the problem? She had to take steps to remedy that.

"Oh, no," Homura said finally, trying to shake her head in defiance and failing. "I—"

The pale blue-haired girl grinned like a wolf. "And so, here's the notes!" She plopped a notebook down on Homura's desk.

Homura stuttered, unsure of what to say, struggling for something, and finally finding it, "T-t-thank you very much." That was the proper thing to say, right? She tried to smile, but the familiar panic just swept through her again. They'd probably just blame her for their own failure later, just like at her first school when they offered her their notes after her absence. Without any notes, they'd been unable to study, and with their notes, Homura had been able to pass. She'd gotten their good grade and never been able to live it down.

Now she gazed at the notes, leafing through the notebook, unsure of how to hand them back without appearing arrogant or ungrateful. "Wow, these notes are...written in a very easy to understand manner." The words came out in a jumble. It was all she could think of to say. Hopefully it wasn't the wrong thing.

"Heh, aren't they? Aren't they?" the blue-haired said, punching the air as her smile growing uncertain.

Madoka, however, had a grin as big as the sky. "Homura-chan, I'm so glad!"

She's glad? Homura couldn't stop a smile from lifting to her face as the blue-haired girl chuckled. She continued to look through the notes. A compliment. She had to give that other girl a compliment. But first she had to remember her name. It was hard work, but she was sure if she tried she could do it. What was it the teacher had called her earlier? Miki-san? She'd go with that. Hopefully she was right. She didn't want to think of what would happen if she was wrong. "Ah, Miki-san's handwriting is very pretty and clean. It feels very elegant."

"Oh, that's because those notes aren't mine." The Miki girl shrugged with a huge grin on her face.

"Eh?" Homura could feel the panic she'd suppressed return and rise. She had stolen notes. Worse yet, she had no idea where they came from. She looked from Madoka's face to Miki-san's and suddenly their happiness seemed at her own expense. They were already pulling a prank on her. She was just going to be ostracized again. Why had she even come to this school? Was this why Kaname-san had been so nice to her earlier, to get her guard down for just this moment?

Why didn't she just curl up into a ball and die?

"Ah! Those are Hitomi's notes!" Madoka said with a spark of recognition in her bright pink eyes. So maybe she hadn't known...or she was a good actress, her finger pointing up in the air. She turned and brought her finger down to point at Miki-san. "Did she lend them to you?"

Yes, Homura, that is a much better explanation. Why didn't you think of that?

Maybe it was the prankster way the Miki girl looked at her or the way she was blushing in embarrassment now. "If you asked, I'm sure she'd be happy to lend them to you." She focused on Homura completely, almost ignoring what Madoka said. So this could still be a prank, all in the eyes of that girl, and if she and Madoka were friends, as they appeared to be, then the pink-haired girl would surely side with her. In Homura's experiences, it had happened before, so it could most certainly happen again.

"So you just took them? You sure that's okay?" Madoka pulled her hands close to her chest, holding them together in an expression that Homura knew quite well: worry. There it was again, that connection to the pink-haired girl, as if they had so much in common that was unexpressed. That was a huge part of friendship, wasn't it? Having something in common? Hope bubbled in her own chest.

The Miki girl just shrugged. "When there's a classmate that really needs help, the smart student has a duty to help them out." She grinned again. "A single notebook can help the two of us so much that I'm sure Hitomi won't get mad about it."

Homura's anxious thoughts – Duty? She's really talking about duty at a time like this? – stopped immediately at those four little words. She repeated them in a soft whisper. "The two of us?"

"Me, of course," Miki said quickly, a short huff coming out of her mouth, one hand propped on her waist. "Lately I've been totally lost in math class."

And probably still isn't half as far behind as I am right now.

"Geez, Sayaka-chan, you never change!" Madoka said, giggling at her friend's antics even as the words came out in a stern manner.

Homura felt like she was the third wheel to a conversation – argument? – that happened far too often for her tastes. But at least she knew the girl's name now: Sayaka, the bright one. It definitely fit her. She began to page through the notebook again. Just skimming the notes helped her immensely. If only she could continue to study them...

"Tell me, then, Madoka," Sayaka said, a small smirk on her face, "you sure you don't want to have a look?"

Madoka shook her head firmly. "Nope. My mom told me it's bad to do stuff like that."

"Hmm hm hm. So you're fine without seeing them?" Her voice was needling.

"I-I'm fine. I'll manage..." But Madoka's voice was hesitant, and Homura knew that the rose-haired girl was about to give in. She wanted to step up, to say that she agreed, but was afraid that doing so would risk her losing a possible friendship with Sayaka. But did she really want to be friends with someone who stole another person's notes? On the other hand, wasn't having one friend better than having none at all?

Sayaka's smirk widened, as if she knew that she was about to win. "Really? You're going to regret it."

A bully. That's what she is.

"Sayaka-san?" Fortunately, a green-haired girl with stern green eyes, a confused expression, and hands clasped together in a passive, informal gesture took that moment to step in and rescue Madoka. Homura wished it had been her, but at the same time, she was glad she hadn't risked it.

Sayaka jumped almost in mid-speech, becoming suddenly tense. "Guh! Hitomi..."

Hitomi came up to Homura's desk and stared at the notebook. Homura could feel herself blush as she started to hand it back. The green-haired girl took it with a slight frown. "You don't have to take my notes. If you had just asked, I'd be happy to help you." Her words sounded hurt and disappointed.

Just as I suspected. I take the blame again.

"I-is that so?" Sayaka burst into an unsteady laughter that felt about as awkward as it sounded. Homura was too afraid to say anything at all.

Hitomi only nodded. "Let's have a study session together next time." She turned to Homura. "And of course, Akemi-san is more than welcome to join us."

Really? In her mind, Homura's mouth dropped wide open, but she had enough control to keep it from actually doing so. No one had ever been this nice to her before. She expected some sort of ulterior motive, but she still had the grace to say, "Oh, thank you very much." It made her sound weak, which was apt, as she was nothing more than that.

Madoka stared at the three of them, her face contorting almost into begging. "Oh, then, I'll come too! Please!" The tone even sounded like pleading. Homura recognized it too easily, so used to hearing the tone coming from her own lips.

"Of course," Hitomi said, and Homura was sure in that moment the green girl was the leader of their group. Still, there was the promise of something more. Perhaps, maybe, she could become friends with these three girls. It was certainly not too far out of reach if she didn't prove herself to be too horrible.

Then, there was the physical fitness fiasco.

Most of the time was spent running around the track or jumping over the pole or something like that – but Homura was worn out just after the stretches, her heart pounding feebly in her chest. She just wasn't ready for this, not after years of avoiding any and all physical activity. The whispers increased then – "She got light-headed just from doing warm-ups... That's so lame!" "Well, she's been bed-ridden for half a year." "Guess it can't be helped, huh?" – and Homura knew from where she sat under a tree, a cool towel over her head, that she just wasn't going to be making any friends this time either. She had seen Sayaka's astonished gaze when she moved to sit down, that look of disgust. By now, even that cheerful Madoka probably didn't want to know her either, and the rest of them probably wanted even less to do with her.

She hated her life.

Madoka said something earlier about accompanying her, which was probably just another pity ploy, and was on her way over just as Miki Sayaka jumped over the pole. Homura watched with a sigh, and upon seeing this, the pink-haired girl frowned. "Are you okay, Homura-chan?"

Homura watched as a laughing Sayaka fell over the pole. "I'm worthless, aren't I..." But it wasn't a question because she already knew the correct answer. The sun burned bright on her pale skin, and she remembered a long time ago how her dad would be worried her skin would burn a crusty red. Obviously, he had grown tired of caring.

"Huh?"

The transfer student shook her head. "On the very first day of school, I can't understand what's being taught in class or participate in gym class." She sighed again, watching the other jumpers with longing. She couldn't even so much as try to do that now. She'd just fail.

Madoka shook her head once with a pert, determined look on her face. "It can't be helped; it's your first day."

Now it was Homura's turn to shake her head again. She began to play with the grass underneath her hands. "It's going to be the same tomorrow...as will my whole life." The words were quiet but certain. It certainly has been so far. Homura couldn't help but think it, going school after to school with no friends. Eventually, she let out a deep breath. "I'm so worthless. I cause trouble to everyone around me and can't help anyone." She remembered being at her last school, the Catholic one, when one of her classmates suddenly dropped out of their classes. No one ever said why, but she suspected it had to do with how expensive the school was. Her parents had left her plenty of money – more than enough for all of her expenses – but she never tried to help, too afraid that even a feeble attempt would be thrown back in her face.

Homura almost couldn't breathe, like the words were choking her. They never did this when she was thinking them, only know that she was speaking them. Maybe it's because she knew that this desperate attempt to talk would just push Madoka away forever. No one wanted a friend who felt this horrible about themselves. She'd only end up dragging her down. Why?

"All I can do is just exist," Homura said finally as she pulled tufts of the long green grass out to punctuate her words. "Today, tomorrow...forever..." These final thoughts came out barely louder than a whisper. Somehow, that made them easier.

"Homura-chan, that's not true." The pleading again, and Homura could feel her already feeble heart break. She couldn't prove Madoka wrong. She couldn't. But the cheerful girl was wrong. Everything Homura'd said had been true. She knew it by heart.

When she looked at Madoka, surprised that the girl with a smile as bright as her hair was still there, Homura could see her earnestness. "Believe in yourself. If you do your best, I'm sure things will change." And there it was, that smile, the one that really couldn't fix everything.

Homura had to smother a laugh at Madoka's naiveté. Like she hadn't been trying her best all these years with no return. It didn't change anything. She still had no friends, and she was still just as worthless as before, if not more. But she didn't dare say that to the pink-haired girl. Instead, she tried: "I...I'm not strong like you..."

"Homura-chan...," Madoka interrupted, but Homura just kept going.

"No, it's fine if I can't become stronger. Rather...I just..." She sighed and shook her head. It wasn't working. This was worthless, no, worse than worthless because it was probably going to cost her the only possible friend she ever had. That thought alone made her most desperate wish break through her mouth like a tide. "I just want to be normal. I want to go to class normally, to participate in gym normally... To laugh like everyone else." She didn't even realize she was rambling.

"You can..."

Homura glanced to Madoka, whose faith in her remained strong, despite her insistent musings on her own worthlessness, and for once in her unfortunate life, her despairing thoughts stopped. Now, like never before, she actually opened her heart and listened.

"You can do it, Homura-chan. It's just that your timing was bad." Madoka gave a grin and held out her hand. "Give me your hand. Imagine yourself jumping."

"Okay." Homura returned the grin half-heartedly and tentatively took Madoka's hand. Maybe it was time to trust somebody else for a change. Suddenly, something in her changed, but she didn't know what. She just felt...different.

Madoka giggled. "You just imagined jumping, didn't you?"

"Yes." Homura could feel her words come out all breathy and excited. "Kaname-san, all of a sudden my body feels so much more lighter."

Madoka just grinned in response. "Your face looks better, too." And that was the truth. The paleness of it, the focus on death and worthlessness, was gone now. Homura's face looked like it would if she were only a normal girl.

Homura suppressed a grin. "Do you think I could go to class?"

"Of course! Let's go!" Madoka stood, still holding Homura's hand, and the transfer student felt the blush returning. She didn't want to prove anyone wrong...she only wanted to prove Madoka right. Was that so bad?

Even though Madoka agreed and her excitement was great, Homura considered later that she shouldn't have gone back. She cleared the jump just wonderfully, but then her legs wouldn't stop working, and the next thing she knew, she was in another room again, Madoka and a girl with yellow, curled ponytails standing next to her and saying something about—

"Ma-gic?"

"Ah, Homura-chan," Madoka said, her voice full of pity that Homura neither wanted nor needed.

Homura immediately tried to straighten up in bed, but her head went all dizzy again. "Kaname-san...this place is..."

"It's the Nurse's Office." Madoka blushed furiously. "Um, lots of things happened in gym."

"Happened?" Homura could remember it all faintly, as though through a fog. "Oh, that's right...I caused trouble to everyone again."

Madoka's pink eyes went wide. "That's not true, Homura-chan. You see, earlier, I..."

Homura cut her off. "I'm sorry... Thanks for everything today..." She knew what this faintness felt like – her heart disease coming back again. It had never come back this quickly before, but she knew that it could. The doctors had lied again, and she would be out of school again. Of course it would be this way, when she had even the slightest possibility of making a friend in Madoka. But: no. She'd leave, and they'd forget, and she'd fall further and further behind. That was just the way things were.

Always.

Madoka was saying her name before the blonde girl with the soft, world-weary eyes interrupted her. "Kaname-san, why don't you leave her be for today." It wasn't so much a question as an order, just like earlier. "I think your straight-forward and earnest personality is wonderful, but it might not hurt to take things a bit more slowly." She turned to give Homura a helpful smile, as if she understood what was going on in her life, when there was no way she ever could.

The two of them left a broken Homura. With the disease returning, there would be no time for Madoka to "take things a bit more slowly." Homura was going to make sure of that tonight.

The sun burned a golden orange as it set over Mitakihara River, darkening the fluffy white clouds overhead to a dark gray. The wind from the week before had finally settled down. Fortunately for the Incubator Kyubey, tonight was one of the few moments it could consider being "off" from its official job of contracting. All of the girls with potential in Mitakihara City were either already contacted or witches, so it could take this night off to watch over the girls who would soon become witches.

Of course, it had been waiting on Tomoe Mami to become a witch for well over two years.

The blonde girl in question didn't seem to mind that it rode on her back, keeping its plush paws from the harsh feel of the concrete bridge. She held her golden Soul Gem in her left hand, not paying any attention to its flashing golden light as she explained some small intricate detail of its use to her apprentice, Kaname Madoka. The pink-haired girl was a particularly hard one to contract, as Kyubey remembered; she'd been unable to figure out anything to wish for until she had seen a cat get run over in the middle of the road. She'd wished for its salvation and sold her own soul to ensure it.

Kyubey always knew that its friendship with Salem would come in handy someday. Of course how that girl could still think that he was a female cat—

Wait a second.

Without moving, Kyubey sniffed at the air. It was here just a moment ago. It turned to Mami with its usual smile on its face. "Mami, will you go back a few paces?"

"Sure." Mami span on her heel and headed back the opposite direction. Madoka followed after her, waiting for any slight indication of a change.

There. Kyubey caught the faintest whiff of it again, that scent of longing which spoke to him of potential – and a possible new magical girl. If the Incubator were human, it would be smiling right now. Fortunately, its expression was frozen in a smile anyway. Good decision, that one.

It glanced down to Mami's Soul Gem, which was flashing incessantly, and Mami's gaze followed its. She showed the golden Soul Gem to Madoka. "It's reacting to some very powerful magic, so a witch must be close." She nodded in Kyubey's direction as much as she was able. "Thank you for alerting me."

When she started to transform into her magical girl uniform, Kyubey dropped from her shoulder. As important as it was to be at this battle – it followed close behind Mami and Madoka, and the smell of human longing increased the closer they got to the magic – it was just as important to not lose this body. It would be very easy to replace it, but it was more efficient to keep the bodies as long as possible than it was to throw them away at every chance it got. And, of course, girls didn't particularly like watching an Incubator eat itself.

But maybe, at the end of this, there would be another prospective witch. The Incubator could smell the longing, and with that, it could sense the potential – one bigger than Kaname Madoka's had been only a week ago. Not much bigger, but still worth the harvest.

The image of a middle school girl with long black braids didn't surprise it. Madoka had said something to Mami about a new friend at school that morning, one who kept stammering and stuttering. Mami had smiled and told Madoka that this girl probably needed a friend almost as much as Madoka wanted to be her friend. It was a match made in heaven.

Or, if it could get this girl to contract, one made in a dark, bitter world.

One step closer to filling my quota.

"Wh-what is this place?"

A world full of contorted drawings surrounded Homura as she snapped back to reality. Drawings of people on the ground, their heads and arms out of place, focused their eyes on her, watching her. When she looked up, the sky was an angry orange and red, the sun crayoned in like a five-year-old's drawing of war and blood. She looked about her, unsure. How did I get here?

Suddenly she heard the sound of writing behind her. When she turned, a sketch of the Arc de Triomphe, a towering marble doorway with lions' heads ensconced on each pillar, seemed drawn right in front of her, archaic runes appearing on its silver mantle. Homura felt a pang in her heart again, and she raised her right hand to it, clenching her briefcase and black ribbon tighter. Drawing figures of misshapen people popped in front of her, doodles that were somehow alive. Maybe she had committed suicide like she thought. Maybe she was already dead. Maybe this was her penance, her purgatory, her own personal hell. But as she tightened her hand on the course weave of her briefcase handle, the edge of her ribbon biting into her pale flesh, she knew that this was a lie. She was still somehow alive, still somehow breathing amid this massacre of art and history.

The figures headed towards her, and she stumbled backwards. "No...ah!" Homura tripped and fell, landing on the ground, only able to watch with wide violet eyes as they drew closer, ever closer—

Then from out of nowhere, footsteps. Somehow, in everything that was going on, Homura could hear footsteps – like boots and heels – two pairs of them. She was sure it was only more of the figures, more intricate ones, coming to rip out her still beating heart. The sound stopped right behind her. She held her breath.

But she could never have expected what happened.

Loud gunshot fire from either side of her and the thin twanging of a bow. Figures fell from where they reached her, disappearing with brilliant sparks. Dazzling flashes of light shaped somewhat like fiery arrows sped toward the arc just as thin yellow ribbons sprang from the ground, wrapping around the remaining doodle people and tying them to one of the Arc's mantles. Homura watched, shaking, unable to speak or even to close her open mouth – her control was lost in this place. She was barely able to recognize the two figures standing in front of her, yet she knew that pink hair...

"That was a close one! You're safe now...Homura-chan." Madoka turned to face her with a comforting, familiar smile, and Homura had little time to wonder about the frilly pink and white outfit or the girl in yellow and black standing next to her, holding a musket. All she knew was that Madoka was in front of her, wielding a large bow, guarding her.

She saved me again.

None of these words, of course, escaped her mouth. All she was able to get out was a startled, panicked, "Y-you're...!"

"They're magical girls."

Homura whirled to face a little white animal behind her. If she had been the type to collect stuffed animals with her meager funds, she certainly would have wanted a plush version of this creature, whatever it was. It looked almost like a cat, until one figured in the fox-like tail and the...whatever those things were coming out of its ears. They looked like hands of some sort, but they flopped down like big, long piles of white skin fluff. Then there were the gold hoops and the pink highlights and... She decided to call it a Cox – a combination of fox and cat – until further notice.

The creature seemed to smile at her notice. "They hunt witches."

Because that really clarifies this situation.

"I guess you've discovered our little secret," Madoka said off-hand as she strung another arrow in her bow. The string began to glow the same color as her hair and the tip of her bow caught on fire with the same hot pink glow. "Don't tell anyone in class, okay?"

Like anyone would believe me if I said anything.

Madoka and the girl with the blonde, spirally hair and the beret with the white feather both shot at the same time, Madoka from her bow and the other girl from her musket – the bullet and arrow reaching the center of the Arc where the drawn figures were tied up. The figures struggled to break free, even as the shots hit them, then they flopped limply like the Cox's ears until, finally, the Arc itself exploded like a bomb going off. Homura ducked for cover, but nothing passed the two girls standing coolly in front of her. Their hair flickered in the force, the skirts of their dresses pushed back; she didn't dare to look.

Just the glow all around them, a halo of it.

Angels.

The scent of longing remained, but the potential dropped. Kyubey could sense that even as they ran closer, knew that when they saved the girl none of it would be left. This may have been the first time in a long time that the Incubator was proven wrong.

Kyubey stood behind her, watching her awe. The Incubator could read it emanating from her every pore, smell the incense of it in the air, wafting in the smoke of the explosion. The hint of potential hummed in her heart, not quite enough to contract over, not now that it knew how much it was before, not knowing that it could make it rise again if it just waited long enough.

The smile on the Incubator's face didn't move, its eyes didn't blink, its thoughts were unheard by the others around it. The risk of waiting was the possibility of losing even this small bit of potential, but as long as that horrible longing to change reality remained, the potential would be there, too. So it would wait and keep an eye on this Homura-chan.

She was in Madoka's class, after all. Kyubey would certainly be around.

After the attack on her life, Homura found herself in the blonde girl's apartment, sitting on a floor cushion, drinking tea and cake. The day certainly had taken a turn for the stranger. But at least she was with a classmate and at an apartment other than her own. This is what friends did, right? Spend time at each other's houses? And eating sweets? Maybe that was taking things a little too far.

"Kaname-san...do you always fight those things...?" Homura couldn't really focus on the cake or tea with the burning questions in her mind. They'd tried to explain the basics of what they did – they were magical girls, having made a contract with Kyubey – the Cox – for one wish of theirs to be granted. Now they fought witches like the one she'd seen to keep despair from filling the world. Or, more specifically as in her own case, to keep people from committing suicide. She still wasn't sure how glad she was about that – living could just get worse again. But right now she'd just be happy for the moment. She wasn't alone, after all.

Madoka paused with a bite of cake almost to her mouth and cocked her head in thought. "Always? Hm...Mami's the real veteran, but..." Right – Mami was the blonde. Tomoe Mami. She also lived by herself, although Homura was not yet sure why. "I actually just made my contract with Kyubey last week."

"But your performance today is a big improvement from before, Kaname," Mami replied with a smile on her face. If Homura had felt motherly instincts from Madoka before, they were nothing compared to what she was getting from Mami now. She felt as though she were intruding a little bit on their family. But they had invited her here, hadn't they? So it had to be all right.

Homura tightened her hand a little tighter on her black ribbon.

Madoka giggled, rubbing the back of her neck in what Homura implicitly understood was a nervous, ashamed gesture. Odd. Although she'd seen it before, she had a hard time noticing that anyone other than herself could be nervous in that way, and it made her uncomfortable that such a wonderful person should feel that way. She had to speak to relieve it, to draw the focus away from Madoka and back to herself. So, of course, she asked another question.

"You're really okay with it?" Homura ignored the animal sitting on the table, still unable to see it as anything else, even though she knew better at this point. "You don't...get scared?"

"It's not that it doesn't bother me, and of course, I get scared, too." Madoka couldn't keep from smiling, and her joy caused Homura to relax. It was so easy to be here in their company, and it was comforting to know that she was not the only one who was scared in that sort of situation. "But the more witches we slay, the more people we can save. So it's worth the effort, right?"

Mami nodded with a more muted expression, and Homura could feel her own eyes widening in excitement. So this is what it felt like, to hear what someone else was saying and know that it was the same as what you, too, felt. Only friends could do that. They had so much in common, she could only hope—

Homura almost blanked out on what Mami said next – "I would like to get you fully trained and ready before Walpurgisnacht gets here." – as she glanced over to Kyubey. She wanted to make a contract, too. She wanted to join forces with these two. She wanted their constant friendship.

The white creature met her eyes in unspoken acknowledgement, and Homura fought the urge to smile. It was almost as though her was giving her permission. There was just one problem: she was afraid. Maybe she would just sit tight and watch a bit. Perhaps that would give her the strength to fight...and some sort of idea what to wish for.

It wasn't until much later that the subject even came up – the idea of Homura becoming a magical girl – and Mami counseled against it. That hurt, but Homura could understand her reasoning. They didn't know each other at all – had in fact only just met that day. She just needed to show how useful she could be before the other girl trusted her. That made sense.

On their walk home, Madoka broached the subject unexpectedly, but it wasn't until further in that what she said made Homura pause. "You said it yourself, Homura-chan. 'I'm no use to anyone; I just cause trouble to everyone around me and can't help anyone. All I can do is just exist.'" The rose-haired girl looked to Homura with hard eyes. "I know exactly how that feels.

"I felt that way too for the longest time. But, when I became a magical girl and began to fight witches, I began to have more confidence in myself." Madoka avoided Homura's eyes, gazing off into the distance. "I've made a lot of mistakes and troubled Mami-san a lot, too, but I thought to myself, even someone like me can help someone, too... That made me so happy." She grinned and turned to Homura again, hands clenched into fists near her face. "That's why I thought, maybe Homura-chan should become a magical girl, too!" She spun around once, her hands floating at her sides, overflowing with excitement.

The words made Homura think, perhaps too much. She wanted to be a magical girl, and she could easily name off what she would wish for: to heal her heart disease. Or to have friends or never be alone or abandoned again – but that would defeat the purpose. She didn't want people to love her because she spelled them into it. She wanted it to be their choice. So that was off the list. And...what was the point of wishing to heal her disease if she was just going to enter life-or-death situations? That was also counter-intuitive. So...she had to think of something else.

Could she just become a magical girl for the sake of being a magical girl? Could she wish for that? If she did, she'd get both parts – her disease would be healed – she'd seen how Madoka and Mami healed the cuts and scrapes they had themselves – and she'd get friends and a new family.

"Meow?" The black cat – Amy – appeared out of nowhere, and Madoka immediately moved to it. She picked the small cat up, cradling it in her arms, and smiled as the black cat began to purr and brush its head up against her neck. She giggled.

Homura let a small smile break her lips, although somehow she felt dissatisfied. Stepping forward, she began to scratch the cat's head. She felt uncomfortable close to the rose-haired girl. "She's really...fond of you, Kaname-san."

"Yeah, um..." Madoka's smile became uncertain again. "Actually, I saw her get run over by a car right in front of me." If the cat wasn't in her arms, Homura was sure the girl would be scratching the back of her neck again, an awkward smile on her face.

"Huh?" Well, that was certainly unexpected. The uneasy feeling Homura had before increased tenfold, and she stepped away from the other girl as Amy jumped from her arms.

Madoka continued without even hearing the questioning tone in Homura's voice. "Ever since then, we've been friends." She smiled at Amy.

Homura just stared at the cat, which appeared completely unharmed. It couldn't have been too bad of a wreck, then. Perhaps the car was going really slow, or it just ran over her tail – but there wasn't a crink or a sharp cut off in it, so that had to be out – or... "Could it be—?"

"Yeah," Madoka interrupted, hesitantly, her voice small and quiet. "To save her, I became a magical girl."

The cat – Amy, Homura reminded herself again – meowed and bunted its head against Homura's outstretched hand, and she instinctively began to caress it. She felt almost in awe of what Madoka said. One wish – for anything in the world – and she used it to save a cat. Why?

"I wanted to take her home with me, but she likes being outside." Madoka giggled, and Amy rushed to her. "We see each other in town a lot, don't we?" The girl bent towards the cat, staring her in the face, and Amy swiped at one of her pink twintails playfully, almost catching a claw on one of her pink ribbons.

Homura said nothing, unsure of what to say. Perhaps she had misjudged the other girl. Although she was sure that Madoka expected great things from her, due to her name and the fact that she was a new transfer student – something she'd dealt with before – she was now beginning to see that maybe, just maybe Madoka was exactly what she appeared to be: a kindhearted girl who wanted nothing more than to be helpful and comforting – someone who actually wanted to be Homura's friend, not for what Homura could do for her, but because she actually wanted to know Homura herself.

Amy meowed in annoyance as Madoka tried to pick her up again. "If I told Mami-san, 'I became a magical girl to save a cat!', I'm sure she'd get really upset and scold me."

"I don't think she would!" Homura said automatically, instinctively. When she noticed her words, she blushed a bright pink – darker than that of her friend's eyes – and instinctively wrapped her black ribbon through her fingers again, holding onto it tightly. She pushed her ruby glasses back across the bridge of her nose, trying to avoid Madokas gazing eyes. "I think your wonderful kindness is really admirable!" Those words probably didn't sound right together, but she hoped it got her feelings across to Kaname-san.

Amy meowed in agreement as she jumped out of Madoka's arms again, glaring at the girl with the hint of a catlike smile. Madoka herself also blushed. "Thank you, Homura-chan." She began to walk down the street again, and Homura rushed to catch up. The night was starting to grow darker, and the overhead lights – the lamps along the sidewalk – flickered on. The two walked in silence for some time, just enjoying each other's company, until, finally, the rose-haired girl spoke. "About Amy." She focused on the sidewalk, refusing to meet her new friend's violet eyes. "If...and this is only if, okay? If something happens to me..." Her voice faded off, as though she were gathering the strength before she continued, "Could you take care of Amy for me?"

Now the two did meet eyes, and she noticed that Homura's were bright and wide. "Kaname-san?"

She shook her head at the confusion, not wanting to cast any sense of worry. "It's not that something's going to happen to me," she said really quickly, trying to cover up her words, the vulnerable fear of them. "It's just that, you know, Mami-san said it, we don't know what will happen when we fight witches." She reached up to twirl with a loose strand of her hair, needing something to do with her hands but having nothing ready. For an instant, she envied Homura's extra black ribbon. If she only did one tail, she could do that – but it wasn't worth it right now. She gulped. "Sometimes I feel really worried about it. So I wanted a friend who knows my secret, like Homura-chan, to listen to me." As the words left her lips, she felt oddly selfish. It wasn't that she wouldn't have wanted Homura-chan as a friend anyway – she would and she did. But this just made her an extra special friend.

Ah, so there it is, Homura thought to herself. The real reason she wanted to be my friend. But, still, that didn't match up. Madoka could have had no idea that Homura would find out about the magical girl world, or even about the witches and Kyubey. She had no idea that she would even have the potential or possibility to become a magical girl. This just made her...valuable.

Homura pressed her lips together, tightening her hand on the little black ribbon. "Kaname-san..."

"Sorry, for making you listen to something weird," Madoka said with a giggle almost immediately as Homura said her name, a pained expression on her face. She tried to force a smile, but it came out wrong, awkward and broken and full of Homura's kind of fear.

A blush spread across Homura's face again. "Um, no, not at all. I'm very happy that you wanted to share something this important with me." She blushed once again just because her words sounded so strange. Something this important? I sound like I'm in love with her...like a freak!

"Meow?"

All of a sudden, Amy jumped into Homura's arms, curled around, and lay down, purring softly. Homura looked at the cat, eyes wide, then glanced at Madoka, who just watched her with surprise. A broad grin – this one genuine – broke onto the pink-haired girl's face. "Wow, it's really unusual for Amy to jump into someone's arms like that."

True. Homura glanced from the cat back to Madoka, who began petting Amy's head with a happy smile. Why did she let me hold her when she struggled so much in Madoka's arms? I'd rather be there than here... The blush returned as she held the cat. "R-really?" She feigned the hesitancy, hoping that Madoka hadn't noticed how much she noticed the girl's longing to hold the cat and slightest hint of jealousy – if that was even there at all. Amy turned in her arms and began to climb half up onto her shoulder before laying down again, tail wrapping around one of Homura's wrists. She giggled. "That tickles!"

The pink-haired girl – Madoka-chan? Homura thought fondly before mentally shaking herself. No, Kaname-san – reached over and began to pet Amy's head fondly again. "Amy, it's so wonderful that you've made a new friend." Madoka smiled gently, without a hint of remorse, though Homura could almost imagine one there, thinking that if she had a pet animal that avoided her and loved someone else more, she might feel a bit of resentment. But, then again, that was pretty much just how her life went on a regular basis.

The cat meowed again, plaintively, and Madoka grinned even more broadly. "Yes, yes, Amy, I know. I've made a great new friend, too!" She giggled and bumped herself into Homura, who froze for a second. She wasn't used to this much contact. Or to being around anyone who was quite like Kaname-san. In fact, she wasn't sure she was used to people at all. But this seemed like something that could be familiar, like something she could come home to, if she wanted. She would just have to sit and wait, was all. And she was good at waiting.

The dishes clanked against each other in the silver sink, evanescent soap bubbles layering the top of them. The girl with blonde, curly ponytails leaned against the countertop, a white apron tied around her waist, cream uniform sleeves pushed up around her elbows, her arms sunk deep in the suds. Doing dishes was not her least favorite part of cooking, but it wasn't something she particularly enjoyed either. Although it was just clean-up for her earlier work, and in earlier times she might have despised it, the work now was almost methodical. She would just swipe at one plate in circles with her yellow sponge and soap until it appeared clean, then harder to get rid of all the unseen grime, and then placed it in the other half of the sink until she decided to rinse.

Of course, this had all been easier when her long-haired kohai was around. Back then, the other girl had taken care of the rinsing and drying, and afterwards, the two of them would sit on the wide cream-colored futon together, just happy to be in each other's company. The younger one would often lean on her older senpai in contentment as Mami stroked her long red hair, and after a few moments, she'd fish a box of long, thin candy out of her pocket and offer her one. Mami always refused, not because she was counting calories, but because she knew how much the food meant to her kohai and didn't want to rob her of that joy later.

What Mami wouldn't give to have that opportunity back now. She'd take one without a thought.

With a deep sigh, she continued her dishes, finally moving on to rinse and then dry them. Honestly, she would rather just sit and reminisce of better times, but that was, well, a waste. It only made her heart sore, aching for something she could never have again.

When she was finished with the dishes, she moved into the bedroom, draping herself across the scantily decorated bed. Mami needed to do her homework, sure, but she had no draw to do so. Only a few months ago she occasionally had phone calls for study groups by some of the other girls in her grade, friends she once had before the accident, when she had time—

The worst part about having a younger partner – or a partner at all, really – was the added free time.

Before Madoka, all of her time was spent fighting witches or doing homework. Although she was home, she didn't really have the time to think about anything other than her work. But now, with the extra help, she had more time to think, more time to ponder, more time to...be lonely. She let out another sigh and pulled out one of her old spiral notebooks, this one full with data on witches and how they worked. Her fingers paused on one page, full of scribbles in another's handwriting – more coarse and scattered than her own tiny decorative loops – and a small smile played on the corners of her face. If she turned the page, she could see the handwritten conversations on the witches she and her friend had once written together, the different things that each of them picked up, the best ways to different types and how to be prepared for any kind of witch from the get-go. You never could tell until you'd started fighting what kind of witch would appear when.

Mami slowly shut the notebook and replaced it with the stack of her notes on witches, pulling yet another from its place. This one had a title in black across its worn lavender cover.

Walpurgisnacht.

She ran one nail over the words, trying to wrap her mind around it, before opening the spiral. The words almost ran together – statistics, types, accounts from past magical girls who ran from the thing and survived – things that she was surprised to find she had, yet unsurprised to see all compiled. Everything led to the next occurrence being somewhere nearby – possibly in Mitakihara but, then again, possibly somewhere else. Like Kasamino City.

Well, if that was where the Walpurgisnacht showed up, then she and Madoka would find it. Even though Mami had no hope that she and her former kohai would reconcile – the other girl had made that perfectly clear – she had no intention of leaving her hanging. Not against a witch like this, should it appear. And, although she tried to suppress it, she couldn't keep from hoping that the girl would come to help her, too, should the Walpurgisnacht make it to Mitakihara. And, if not, she and Madoka would be ready.

They had to be.

Almost a month passed and Homura couldn't count on one hand the times she almost contract – because it wasn't any. The more fights she watched, the more she was sure that she was better off as she was now – a bystander – too afraid and cowardly to make a difference. No, she couldn't make a difference. No matter what wish she made, she'd never be as powerful as Mami or Madoka, never have the ability to fearlessly jump into the fray. She couldn't do it. She couldn't. Homura had half-convinced herself that, when the fight with Walpurgisnacht was over, she'd join their ranks and train because there was no way she'd be ready in time for that thing, not the way Mami described its massive power.

Then came the storm.

Kaname-san – Madoka-chan, Homura reminded herself, always reminding herself to call her friend by first name – had missed school that morning, and a mind check – with Kyubey nearby, of course – let her know that Tomoe-san was nowhere around either. Storms were associated with powerful witches, and as the day ended and the storm clouds grew larger – eventually they rolled across the sky and rain began pelting her window – she pieced everything together. Walpurgisnacht was no longer just some date far away that they were training for. It had to be today. And of course, if it was to be the most powerful witch, her newfound friend wouldn't want to risk her.

But that didn't mean Homura wasn't willing to risk herself.

She'd been outside of her house for half an hour. The rain had soaked through her clothes already, making her black hair even darker. For once, in this wind, she was even more glad that she'd tied it up in the oh-so-familiar pigtails. Although they were heavy, they at least kept her hair out of her eyes. But now she was hopelessly lost. No one was out in this storm, with the sky so clouded over that the day looked like the darkest night. No one but her. And she had no idea where her friends would be.

"Kaname-san!" Her voice was tired from calling out for so long. "Kaname-san! Where...where are you, Kaname-san?" It would be all too easy to lose hope and give up searching now, but she couldn't let that happen. She needed to be there, to become a magical girl in case they needed her. ...and she so hoped that they didn't need her.

Then, seemingly out of nowhere, the little black cat she'd come to love came up in front of her, rubbing its back across the front of her legs, meowing then dashing away. Her violet eyes widened behind her cherry glasses, and she tightened her hand on her extra black ribbon.

"Ah! Amy!" Homura chased after the cat, who seemed to be waiting on her, but as soon as she got close to it, the animal meowed again and ran off. "You'll show me the way?" She did seem to be leading her somewhere, so perhaps it wasn't too far off to guess that Amy would lead her to her friend. At least, it would be better than running around randomly for another half hour unable to find her. And maybe this would work out.

So she ran after the little black cat. "Amy, take me to where Kaname-san is!" And when the cat meowed in response and kept leading her on, she had the strongest belief that they would make it there together. But she had no idea, no faintest sensibility for the sight that would be waiting for her.

Walpurgisnacht. The witch Madoka and Mami trained so hard to fight hovered in front of them, only a heartbeat away from where Homura now stood, watching. One hand clutched her chest, where her heart burned angrily for being so close to this destruction, even though she knew that Madoka would never let her be hurt. The other held tightly to her black ribbon, stringing it through her fingers and crumpling it in her clenched fist.

Homura wasn't sure how she'd expected Walpurgisnacht to look. After the few witch battles she'd gone to with Mami and Madoka, she'd come to an understanding – witches were ugly. They all had grotesque shapes and barely formed faces, if that. Some were like the first she'd seen, with a landmark as the figment of its power, but none of them were quite like Walpurgisnacht. Something about the clockwork of her base and the girlish figure in an embroidered blue and white dress was oddly...addictive.

She's beautiful.

Off to the side, Mami pulled gun after gun out of thin air, firing with the exact precision Homura had come to know and love about her. She watched as Madoka's friend shot a bullet at the familiar attacking Madoka and saw Walpurgisnacht's attack heading toward Mami, understanding implicitly what would happen.

"Mami, watch out!"

The girl in yellow froze at her words, her golden eyes wide and blunt as fire burst from Walpurgisnacht's mouth straight at her head. The flames licked at her face, flickering at the edges of her yellow hair, until Madoka fired an arrow into the witch's mouth, cutting the flame off. Mami's body fell, transforming back from her magical girl uniform into her school outfit, plummeting to the broken earth. Just before it landed, Madoka caught it and jumped among the wreckage back to where Homura now stood.

Homura's knees grew weak as Madoka lay the corpse out in front of her, and she fell forward, struggling just to look at the fallen girl. Her Soul Gem seemed to have healed some of the wounds on her face before becoming completely destroyed, so that only scratches of raw skin and twinges of bright red blood appeared on her body. But it didn't matter how well she still looked – Mami was dead, dead and gone. Homura clutched her little black ribbon tighter.

"...I'd better go now."

What? Homura looked up to see Madoka standing in front of her, a world weary look on her face. Dust coated her pale skin, and her pink hair was shaggy on the ends and spotted with dark red blood. "But...Tomoe-san...just got killed." She could only murmur the words, not understanding.

Madoka turned away to face the beautiful witch in front of them. "That's why I have to go. I'm the only one left who can stop Walpurgisnacht." Her face was in such a look of determination that Homura could feel her heart breaking.

No. No, it couldn't end this way. She couldn't let Madoka go out there. She had to say something, anything!

"But it's impossible! No one could beat that thing alone!" Homura paused for a moment, silently understanding her words would never reach Madoka, but unable to stop from trying anyway. "You'll just be killed!"

"Even then, I'm a magical girl." Madoka didn't hesitate as the words left her mouth, and she didn't stutter as Homura knew she would have under pressure. There was silence for the briefest of moments before her friend continued, words barely above a whisper. "I have to protect everyone." There was such weight to those words.

Homura bent her head, unable to look at Madoka, and found herself staring at Mami's broken body. Tears pooled at the edges of her eyes, threatening to spill. She had to try one more time, bring up the suggestion that she knew many other magical girls had followed across the years when it came to Walpurgisnacht, and hope against hope that Madoka would take that option.

"Listen... Let's just run away." She clenched the ribbon tighter in her hand, staring at Mami's body as though trying to make the blonde girl say the words for her. "There's nothing we can do, so..."

Lies. She could be a magical girl. She could contract with Kyubey. Then they would both die. That wouldn't do any good.

Homura choked on her words as she continued, "No one will blame you." They won't even know! So, please, Madoka! For your own sake, just listen to me! Don't leave me here alone!

The pink-haired girl faced Homura once more, her characteristic smile on her face again, and Homura thought, in that instant, that maybe, just maybe, Madoka had heard her cries. "Homura..." The tone was so sweet, so gentle, so loving that Homura couldn't even bring herself to look at Madoka. She was ashamed, ashamed of her fear and her cowardice, ashamed of the advice she still hoped that Madoka would take. "I'm really glad I became friends with you."

Her words held the weight of last words.

"Even now, the fact that we were in time to save you from that witch..." The weary smile on Madoka's face became a grin, full of light and joy. "It's one of my proudest accomplishments."

Homura looked up, shock on her face. Someone was proud of saving her? No, that couldn't be it. It was just an exercise, and she was just here as a help to them, as a back-up plan in case everything went wrong. Homura glanced at the world around her, the shattered buildings and the broken trees, the leaves and branches and shards of glass drawn to Walpurgisnacht's gravitational field. Everything had gone wrong.

"That's why..." Madoka paused for a moment, as though considering her answer. Then she continued, the smile never dropping, "I'm really glad in the end that I chose to become a magical girl."

For me? Homura struggled to put her scattered thoughts into words. "Kaname-san..."

The formalness of Homura's response seemed to sadden the young girl. Her smile drooped just a little. "Good-bye, Homura-chan." She tried to smile again, but it was a though the drive to do so was no longer there. "Take care." Madoka span around and dashed towards the witch.

She's leaving...

Homura couldn't bring up the force to stand, her body still too weak, too torn from the loss of Mami and what appeared would soon be the loss of her best friend. "No!" She pushed herself up on her knees, trying to move but unable to do so. "Don't go!" She reached a hand out as though to bring Madoka back to her, and the black ribbon dropped from her hands. "Kaname-san!"

Well, that was a failure.

Kyubey strode among the ruins of Mitakihara, paws growing steadily more damp in the rainfall. The Incubator worked carefully to step only on those bits of wreckage that were tall enough to be above the growing puddles of water – wet fur was uncomfortable and often gave off a most putrid scent that sent possible recruits running. And after today's disaster, it would need more recruits.

Two magical girls dead without falling to despair. What a waste.

The sky overhead reminded it of the day the girls first saved Homura, the way the sun's golden glow set behind gray clouds. If the Incubator watched carefully, it almost looked like the sky was on fire. It took a deep breath. Time to get back to work. Fortunately for it, the scent of longing that it identified with Homura was strong today, mixed with bitter despair and the rain scent of hopelessness. Better still, her potential was nearing – then exceeding – the level it was when the Incubator first sensed it that day so long ago. Best go be by her in her grief.

If it listened well, it could hear her words as it teleported there: "...you were going to get killed. I'd rather you had lived...then saved someone like me...!"

Ah. Kyubey glanced down at the girl with the black pigtails who was bent down and weeping over the fallen body of Kaname Madoka. So there's where the longing lies.

"Do you really mean that, Akemi Homura?" As Kyubey watched, the girl didn't move, unable to compose herself for even a moment.

"Would you put your soul at stake for that wish?"

She still stayed as she was, so he kept speaking to her, kept coercing her. "If there is something you want badly enough to accept a destiny of battle, then I can be of help to you." The Incubator's entire body came under shadow, pink eyes dark and without a hint of light.

Homura finally looked up, a blush on her face that Kyubey could not understand. Blushes normally meant that the person was embarrassed, but the Incubator couldn't see why Homura would be embarrassed in a situation like this. Perhaps she was only thinking things over, as she seemed to be. It could almost taste her nervousness in the air.

"If I make a contract with you, can you really grant me any wish I want?"

"That's right." No matter how many times Kyubey explained it, some girls would always ask again. Apparently that was obviously a complicated idea for young human girls to grasp. Probably had something to do with those fickle emotions. "It seems you have enough potential for it." More than enough, but the Incubator wasn't about to tell her that. Sometimes girls would get such ideas in their heads that their potential couldn't carry it out. Best to keep that to itself. As the Incubator spoke, the longing in the girl continued to grow, and if it had any emotions, it would have felt giddy with delight.

But it didn't.

"So tell me—what is the wish that will make your Soul Gem shine?"

"I..." The girl hesitated, as they were prone to do. Making a decent wish was often hard on the poor things, and thinking it through completely seemed beyond their feeble minds.

Homura removed her red-rimmed glasses and wiped the remaining tears from her eyes. Kyubey guessed that she was trying to make herself feel better or look stronger. The Incubator was surprised she didn't have that distracting and obnoxious black ribbon with her.

The girl put the glasses back on and stood. "I want to redo my meeting with Kaname-san." Her eyes took on a strange look that the Incubator guessed was determination. "But this time, instead of her protecting me, I want to become strong enough to protect her!" Her words came out as something of a yell, as though the strength of her words would make her stronger.

Well, in one way, they would. But she didn't know that.

Not yet.

A sudden terrible ache filled her chest, and to Homura, it felt as though her heart condition were acting up again. She winced and closed her eyes in pain, let her body crumple inwardly, then bent backward as a violet light came shining out of her, a light that she could see even through her shut eyes. She had no idea becoming a magical girl would hurt this much.

The animal perched on the rock in front of her seemed to watch nonchalantly, as though this were something he saw every day, and he recited, as if from memory:

"The contract has been made.

"Your wish has prevailed over entropy.

"So, go now...unleash your new power!"

Homura's violet eyes burst open, and she reached upwards towards the shining light. When she clasped it, she felt the light harden in her hands, the ornate carving frail against her skin. She took a deep breath. Then everything went black.

When she opened her eyes, Homura wasn't sure exactly where she was. She sat up in bed, pushing back the white comforter, and looked around. "This is—" Her eyes focused on the calendar in front of her, the pink highlighting the day she would leave the hospital and the blue circling her first day of school. "I—" On the bedside table lay her new transfer student guide. "I'm still in the hospital?" She picked up her glasses from the table and put them on, only to discover that, yes, she was right. The white walls and curtains, the hover chair against the other wall, and the window view on Mitakihara indicated that she was indeed still in the hospital.

Was everything just a dream, then?

Homura unclenched her hand from her black ribbon and then gasped. A Soul Gem lay there, shining a bright violet light, the golden wrappings around it delicately carved. "This isn't a dream?" Then, if she was correct, Madoka would be contracted in the next couple of days and, when she went to school the next week, she would see her again.

Suddenly Homura felt as though the first day of school couldn't come soon enough.