Teenage girls squealed in their migraine-inducing, high-pitched voices over something or other as they congregated outside a store.

She ignored them as she walked on, just one person in a sea of others. A flock of sheep that she didn't belong in.

Passing the glass window display of a bakery, she took in her reflection. Sunken eyes, hollow cheeks, and limp black hair lined with streaks of failed attempts at coloring the lifeless strands. A scrawny hand touched the glass. With her limbs and fingers as thin as they are, placing them in front of a glass display filled with deliciously, decadent pastries made her look like some kind of starving street urchin.

Her ears registered whispering and giggling and without turning around she knew it was the girls she so scathingly dismissed earlier.

Instead of letting her anger get the best of her – her mother had forced her to promise to not lash out and make a scene in public – she jammed her hands in her coat pockets and stalked off; only letting her bitterness show in her slumped and lethargic march.

If only she wasn't so weak.

If only she didn't get sick all the time.


Her mother had been so overjoyed when she was born. After two sons, both irresponsible slackers, she welcomed her youngest child by spoiling her with gifts and candies and love that she felt she had wasted on her sons. Things were wonderful for a short time. She was a beautiful, healthy baby. She laughed, she smiled, she loved cakes and tea parties as much as the other little girls. Her room was filled to the brim with stuffed animals and plushies of all shapes and sizes. Her mother made sure her wardrobe was always ready with cute dresses.

Then she started getting sick. Her parents worried, but the doctor reassuringly explained that it was a temporary thing. Just that new bug going around. After this one little shot she'll be a bouncing, cheerful little package of sugar and sweets once again.

She never got better.

If anything, the older she got, the worse her health became. And the worse her health was, the more bitter she became. Her mother could no longer look at her without bursting into tears or something just as weak. Her father, who was never much around as it is, found work more interesting than his increasingly frail and useless daughter.

In short, they gave up on her.

The toys and dresses that they lavished upon her in her childhood were no longer objects of comfort and familiarity. They were symbols of a time long gone. On a day when she was feeling less sick, she dragged everything to the backyard, dumped it into a garbage can, and lit the whole thing on fire.

The blaze went out of control. The firemen and police were called. Her mother came home, angry and ashamed as the neighbors congregated on the streets muttering and pointing at her daughter, the one that had been so cute.

'Look at the Amai's. What a shame, she had been such a cute little girl.'

'Can't let appearances deceive you.'

'Delinquent.'

'Shame.'

'Shame.'

'Shame.'

Her feelings, bitterness and anger, misery and pain, how they burned inside, coiled deep inside her heart like a worm eating away at her a little bit everyday.

School was hell; the days when she was well enough to go to class anyway. Most days she spent in the nurse's office. But in class, nobody bothered with the illusion that they were worried with her. She was rarely there enough for anyone to get to know her and even then, the sickly girl with the poisonous glare on her face was hard to approach anyway.

'Amai-san always looks so angry, doesn't she?'

'It's no wonder she doesn't have any friends.'

'Shh! Not so loud.'

They've given up on her without even bothering to reach out to her. A lost cause. Sitting in her desk at the back of the class, she allowed herself to sneer.

Well, I'll be the delinquent then.

Her father didn't bother to mention anything when he discovered that several bottles of his prized wines and sake were missing. Nor did her mother say anything when the smell of cigarettes could be detected even across the hall from her room. She was inexperienced at first, but she'd only gotten caught shoplifting twice. The candy store manager let her off with a harsh lecture, but the department store manager called the police. Her mother picked her up from the police station without a word. They went home and had dinner in silence as per usual. She didn't bother to apologize or beg for forgiveness.

There was no need to hide it and they've all giving up hope on her living past thirty anyway. What's a decade or so of screwing around with her health going to cost her? A few years of this shamble of a life?

On other days, when she skipped school, she would wander the city. Sometimes she'd go to the park and lie in the grass, with only the cool breeze and the calming blue sky above her. The bitter worm inside her was placated by the sight as well. It was one of her favorite spots. Other times she'd walk around the mall and shopping district (making sure to avoid that one store, of course).

But sometimes, on some days when the worm inside her was filled to the brim with rage and bitterness, so much so that her own misery was not enough to sate its hunger, she'd go to the hospital. The nurses and doctors recognized her. She used to come in for periodic check-ups, something that stopped when her parents and everyone gave up on her. They never stopped her or asked her questions; they just assumed she resumed her check-ups and was on her way to meet her doctor.

She'd wander the bland white-tiled hallways. Taking the elevator to the type floor and then wandering down slowly floor by floor. She'd pass by rooms, occasionally peaking in, curious as to what burden the occupant inside carried.

Cries of the injured and the rattling of a stretcher being wheeled across the tiled floors filled her ears. The smell of antiseptic and freshly clean linen filled her nose. She could close her eyes and see the suffering inside the building.

Sometimes she'd sneak in to a comatose patient's room. She'd sit beside the bed and sometimes she'd talk to them.

"Look at you, so weak and ugly," she'd sneer. She would spread her bitterness and misery among those who already suffered, painting a fresh coat of black over their already dreary existences.

But they were still hooked up to the life support system. And sometimes she would walk past the room to see people, family and friends perhaps, visiting and quietly whispering to the ones she judged 'weak and ugly.' Weak and ugly as they are, at least others still hold hope for them.

Her heart clenched painfully. She imagined that the worm inside had taken a big bite out of her heart.

She was just about to leave the hospital, when she was passing by the lobby and one conversation registered in her head over the others.

"Tomoe-san, I wish you wouldn't be so reckless with yourself!"

Laughter, melodic and so achingly familiar. Her mother used to laugh like that... "Ah it's all right. I'm a big girl, Amane-san. I can take care of myself."

The nurse remained unconvinced and frowned. "I don't doubt that, Tomoe-san, but don't you live by yourself? I know you're a strong young lady, but with your part-time job as strenuous and hazardous to your health – ah, don't complain! – you should really consider quitting."

Without realizing it, she stopped and turned to the voices speaking. Standing near the reception with the nagging nurse, was a girl, around her age. Though she was shorter, her more developed figure suggested that she might be a year or so older. Golden curls pulled back with cute flower-shaped clips, the first word that came to her mind was 'bright.' The girl was almost glowing despite the sling her arm was in.

"It's," her curiosity peaked when the glow in the girl's eyes dropped almost imperceptibly. Something stirred in her chest, but it wasn't the worm... Quick as it came, it was gone, whatever it was. "It's fine, Amane-san. I've only started this job so it would be rude to quit suddenly. It's hard work, but I'm getting used to it." She gestured to the sling. "I'll be more careful from here on, I promise."

The nurse, Amane, still looked uncertain, but the blond's calm demeanor and gentle smile swayed her and she backed down. "Well all right, if you say so."

She realized she must have made quite the odd sight standing there, blatantly staring at them and listening in on their conversation for who knows how long. Then the nurse looked up at her and recognition dawned on her face.

"Oh! Uh, Amai-san, was it? Here for an exam?"

The blond turned to her and for a split second she saw herself reflected in those golden eyes. In a flash, something coiled and writhed inside her; she almost wished it was the worm, angry and gnashing with sharp teeth and a hate for the world.

Instead, she found herself flailing and blushing under the scrutiny of both the nurse and the blond. She scowled and snapped hastily, "I-I'm done! I was just about to leave."

The blond – what was her name again? – looked taken aback by her no doubt rude response, but the nurse, probably already heard stories of her temper from the other nurses, only smiled politely, if a bit strained, in return. "A-all right. It looks like you're doing much better, Amai-san." Then pausing a bit as if unsure whether or not she should be doing so, turned to the blond. "Tomoe-san, this is another regular patient of ours, Amai-san." She pulled a mock stern expression. "Unlike you, Amai-san has a legitimate reason for her reoccurring visits."

Her scowl deepened and she bit her lip to keep from lashing out at the nurse. Oh so her deathly-weak health was a point of humor now? It wasn't so long ago when all those nurses would distract her with toys and sweet, empty words when the doctors gave grave news to her parents.

Tomoe only chuckled in response. "Yes, yes, I understand. I've already promised I'll be careful."

"Well I'll leave you girls to talk, I have to get back to work. Hopefully I don't see you around too soon after this." Shooting a last meaningful look at Tomoe, the nurse left them.

She was planning on taking off the second the nagging nurse left them, but the blond had somehow pinned her down with only a polite smile. Actually, how long has it been since someone has smiled at her like that? She knew the blond was hiding things behind her smiling eyes, things involving that arm in the sling perhaps, but she knew for a fact it wasn't pity or disgust. A stranger giving her a chance.

"Hello, my name is Tomoe Mami. I wish we met under better circumstances," she cautiously lifted her injured arm a little, "but I guess that can't be helped. What is your name?"

She felt like she'd been shot at point-blank range. The blow came with no time to react at all. When was the last time anyone had cared to ask her that? When was the last time she traded pleasantries with someone? Suddenly it was like the worm inside had rotted away and disappeared, leaving her hollow and without support.

"A-Amai. Amai Satou."

If anything, the blond's glow grew and she tilted her head to the side, smiling brightly, like the girl had needed this exchange just as much as she did. "It's a pleasure."


Loud jingling followed by a gentle voice pulled her to a stop.

"Amai-san!"

She spun around and standing at the entrance of the sweets shop she had just left was the blond she met last week. The girl looked like she had rushed to the door to catch her before she disappeared from sight...

A broad smile broke out on the blond's face. "I knew it was you!"

And somehow that was enough to distract her from her previous, increasingly bad mood.

It was strange seeing the blond in a school uniform – Mitakihara Middle no less! – but it was even stranger sitting across from her in the sweets shop. When was the last time she had eaten any cake? Her eighth birthday? Or was it when she was discharged from the hospital that one time when she was ten? Instead of the worm, nervousness ate away at her inside and she tugged nervously at her uniform's tie. The blond hadn't said anything after inviting her to sit with her.

She licked her lips and tried to pull on her usual surly expression. "W-why are we-"

"Hm?" the blond looked up from where she was pouring tea. Her smile was gentle and she almost wanted to believe it was genuine. "Well, we can't have cake without tea right?"

Memories of a past life – tea parties with mommy and her bright pink dress with the ruffles and a pretty red bow tie like Tomoe was wearing right now – came flooding back, painful and unwanted. She forced it down and used it as bait to lure the angry worm out.

"Not that, I mean why the hell did you invite me for, for tea and shit? Do you want something for me? Whatever it is you want, I don't have it, alright!"

Almost like a masochist, she waited for the blond to reel back and be shocked, angered, disgusted. Inside the worm that ate away at her, the worm she was, smiled cruelly and bitterly. They all do that. They all see she was rotten to the core and not worth keeping.

"I'm sorry. I was being selfish, you probably have somewhere to be, Amai-san."

The reply almost forced her to swallow her tongue. Tomoe was gazing deeply into her teacup, swirling the contents back and forth. The blond chuckled softly, bitterly – Satou's heart squeezed in a way she knew had nothing to do with the worm who was strangely silent now – and said, "I... guess I was just lonely. I thought getting some sweets would cheer me up and I didn't want to go back to that... apartment."

Her words were quiet. Vaguely, she recalled the nurse at their meeting in the hospital mentioning that she lived alone. Even with a melancholic air about her, Tomoe still carried the grace and appearance of a young lady with filthy rich parents, who lived in a big mansion, waited on hand and foot and was probably fed tea and cakes in the bath by an army of maids. But here she was. A single girl who lived by herself and had recently had to pick up a job that probably entailed heavy lifting or whatever that was definitely not suited to a girl of her appearance.

Was this guilt? Humility? She hunched over in her seat. "I-I'm sorry. I... didn't mean to bite your head off or anything."

"It's all right."

That smile given to her, it was almost like she didn't deserve it.

"It's hard, isn't it?" She mumbled as she met the blond's gaze. Her parents gave up hope on her, but she didn't have to make it so hard on them. At least they were still around to clothe and feed her. And her two slacker brothers. Sometimes they took her on trips, far away from home where she was nothing. She had people to depend on. It was her own bitterness and self-pity that ruined everything.

She remembered now. Her mother would cry, but she would scream. She would shout. She would push her mother's embrace from her. Shrieking about how unfair it was that only she got that sick. She pushed her mother away. She isolated herself and kept her mother from reaching her.

But Tomoe... Tomoe had no one.

Tomoe looked surprised for a moment before she smiled again. Her back had a tire bend to it, but the glow was back in her eyes.

Good, Satou breathed an inner sigh of relief.

"Yes, it is," Tomoe replied after a moment. "But as long as you don't give up, it'll work out. Somehow."

Her words were quiet and almost like an encouragement to herself.

Satou felt her lips move in an awkward movement.

"Oh my, Amai-san, you look so adorable when you smile!"

"W-what? I-I mean, okay. Y-yeah thanks," she mumbled, hiding behind her teacup. She could feel her cheeks flush as Tomoe giggled lady-like behind a hand. Wait a moment. "Are you sure you shouldn't be keeping that in a sling? It's only been a week."

For a moment, Tomoe froze, but it might have been a trick of the light. The sun was setting outside after all. The blond laughed again, waving the aforementioned arm. "Oh this? It's fine! See?" She rolled her sleeve up, revealing smooth, unblemished skin.

"O-oh."

"Thank you for worrying about my health though."

"I'm not-"

The blond's laughter was gentle and drifted around the air of the sweets shop. And coupled with the few receding rays of sunlight, Satou pretended it was a sweet tea party with just the two of them, her and Tomoe Mami, in a world of their own, where tea and cake were all that was needed to drive away bitterness and loneliness.

"I hope to meet up with you again sometime soon, Amai-san."

They stood facing each other outside the store. Night had finally arrived, but Tomoe glowed no less beautifully even with the artificial lighting.

"U-um, yeah, I really enjoyed it." She muttered, keeping her gaze pinned somewhere on the ground. Damn it, she was blushing!

Tomoe giggled. And somehow, that was all right.

As she walked home in the dark, she sighed. After meeting Tomoe like that earlier today, Satou realized that she can't keep letting her bitterness devour her. She has to change herself. She wants to start working hard. But how to start?

She paused to check her reflection against the glass of the bus stop. Well, for starters, she could work on her appearance. It'll be easier to connect with people if she didn't look so angry all the time. She tried for a smile. Yeah, that wasn't working so well, she looked like a psycho-I'm-gonna-eat-your-babies kind of murderer.

Satou sighed, "I wish I was still has cute as I was as a kid. Then this'll be a helluva lot easier."

Tired, but not disappointed she marched home with determination. She'll get rid of the sake bottles and quit smoking. Then she'll get rid of the gaudy colors in her hair. After that, she'll start thinking about a proper, healthy diet so she would at least not look like some dying cancer patient. But she should probably apologize to her parents and brothers for all the trouble she's been...

So engrossed in her planning, she failed to feel the gaze of a pair of red eyes following her movement.


"W-who the hell are you?"

"My name is Kyuubey! Amai Satou, do you have a wish worth trading a lifetime of fighting for?"

"W-what?"

"If you do, I can grant your wish. In return, you'll become a magical girl!"

"What."

"You know, Satou, Tomoe Mami is a magical girl as well. If you want advice, you could go to her-"

"Are you serious? Tomoe-san is a magical girl too? … Well that explains her 'part-time job.'"

"Being a magical girl is a dangerous job when you're not careful."

"Yeah, yeah. But promise me you won't tell Tomoe-san that I'm a magical girl, Kyuubey! I'm serious, you better not!"

"If you say so."

"I can't let Tomoe-san see me when I'm having this much trouble against even the weakest witches. I'll get stronger and then I'll go see her. She'll be proud of me, won't she, Kyuubey?"

"Why isn't it working out? I feel great for the first time in a long time. Why are people still so distant? What can't they see I've changed? Can't they see how hard I'm working?"

"Kyuubey, this is never going to end, is it? How much harder do I have to work?"

"I made a contract with you, Satou. In exchange for granting your wish, you must uphold your side of the deal."

"That right...? It's never going to end. It hurts! It hurts so bad. Why? When I'm- when I'm- Tomoe-sa... Mami. I want to see Mami..."

"I wonder whatever happened to Amai-san. I haven't seen her in a while. I was looking forward to having tea with her again..."

Kyuubey made no reply.


Well, I finally gave in. I can gush on and on, but I'm sure everyone here already knows how great Madoka Magica was.

I had this idea in mind before the end of episode 12, where all the former magical girls' silhouettes were shown (you know what I'm talking about). I thought it would be interesting to portray Charlotte, not as the cute little girl with the ruffles and pink hair that all the fanartists love so much, but as the hungry, hungry worm inside.

Amai Satou basically translates to 'sweet sugar'. SO ORIGINAL HARR HARR. XP

I regret having to take the cheese away from Charlotte, but I don't have room to squeeze in that part of her, as important an aspect it is. XP I feel like I've taken away something important...

And the references to tea and cake are a tribute to the Madoka Magica forum in tvtropes that I have been dutifully lurking since around page 80 or so. It's thanks to the many different people posting in there that I was able to find new and interesting insights from the anime. Thank you Madoka Magica forum!