Disclaimer: I don't own shit.

Author's Note: I'm a demon. And I'm going straight to hell. First Class. One-Way Ticket. Straight to hell.

Puella Magi Madoka Magica: Into the Darkness

Prologue

It had been a long and tiring day for Madoka Kaname and her four friends. The group had gotten out of school for the day some few hours ago after stewing in a boiling classroom with a broken air conditioner, only to look forward to a few solid hours of combat with the darker denizens of Mitakihara. As the last of the Barriers for the night fell, five figures appeared seemingly by magic at the end of a dark ally. As the distortion around the group faded, one figure slumped, dropping something with a metallic clatter to the ground.

"That's it. Stick a fork in me. I'm done for the night." The blue-haired figure groaned, painfully reaching down to retrieve what was dropped; a long sword, and sheath it at her side. Another of the figures giggled at the first's revelation, this one with blond hair styled into two cute drills off the sides of her head.

"What's wrong, Sayaka-chan? Tired of fighting Witches for the day? Giving up?" The taller, elder figure gave a condescending tsk from her mouth, followed by a motherly finger wag. "That's not like you." Responding to the blond's criticizing was not Sayaka, the blue-haired girl, but the one standing between the two, her red hair and red eyes blazing her unique in the group. After a little laugh, the red-headed figure moved to a pouch at her side to retrieve a small box of Pocky, and place a single stick in her mouth, hanging there much like a cigarette.

"Cut her a break, Mami-san. We HAVE been working hard these last few weeks." The group began to move out of the alley, their very strange clothing disappearing as they all stepped into the light, replaced by much more normal clothes. "Five Witches today, I think that's enough."

"For once we're in agreement, THANK YOU, Kyouko-chan." Sayaka responded once more, the red-head nodding. Moving ahead of the group came the younger looking of the group, a pink-haired girl with a unique bob to her step.

"We all did a great job today!" She spoke, her voice cheery. "Too bad Homura-chan couldn't make it..." She laughed a little before continuing her statement. "I suppose, though, that six of us WOULD have been a little over-kill."

"So... I did okay then?" The fifth figure, her hair a strange green, asked, looking very shy.

"Of course you did okay, Hitomi-chan! You had that last one on the run the whole fight!" The pink-haired girl reassured the green-haired one. Kyouko laughed at the image brought up of Hitomi chasing a Witch around with her pitchfork.

"Yea, you really stuck it to her." Kyouko added in.

"Oh, bad joke, Kyouko-chan." The pink-haired girl groaned.

"Like you could do better, Madoka-chan?" Kyouko responded in that playful arrogance she wore so perfectly. A yawn from Hitomi resonated amongst the group, causing all present to reverberate. "You can answer that later. I, for one, am bushed." Kyouko turned to Mami, a little smile perched on her lips. "Hey, Twindrills, can I crash at your place again? Mine's still being renovated." Mami groaned at the pet name.

"I suppose, but only if you stop calling me 'Twindrills'. You know I don't like that name. I don't use your descriptor when I very well could." Kyouko laughed at this, offering the others in the group a Pockey stick.

"And what's that, Twindrills?"

"Garbage Disposal." Mami answered quickly, her serene smile widening.

"Nah, that's not very apt, though. Sure, I eat a lot, but I don't make that much noise." Mami smirked a smile of devilish intent.

"Not awake, anyway." Madoka, Sayaka and Hitomi all stifled laughs as Kyouko gawked at this.

"Are you implying I snore, Twindrills?" She asked, a blush coming to her face.

"No, no, of course not, my dear Kyouko-chan." Mami patted her shoulder like a mother reassuring her child. "I'm informing you that you snore." Kyouko's cheeks turned a deeper red.

"That's not very funny." This comment only caused the stifled laughter to explode into a wave of hysterical cackling as the small group moved down the street in the dying light. It wasn't long before they all reached the town center, important for them, because everyone lived in different directions.

"Well, this is where we part ways." Madoka smiled, pairing off with Sayaka and Hitomi, as Mami and Kyouko paired. "See you at school tomorrow, Mami-san... and I'll see you tomorrow, Kyouko-chan. Sleep well." They bowed to one another and the two groups went their separate ways.

The rest of the walk was refreshing for Hitomi, Madoka and Sayaka. Living pretty close to one another, it was only natural that they became friends and, in turn, Puella Magi. Hitomi was the first to break off, walking into her house with a wave to Sayaka and Madoka, a few moments later, Sayaka took her leave, leaving Madoka alone to walk home.

-Sayaka Miki's Home-

"Mom! Dad! I'm home!" She called to the house, her parents seated at the dining room table, just finishing up dinner. Her mother noticed her first, a smile appearing on her face.

"Hello, Sayaka. How was your play date with your friends?" Sayaka gave her parents kisses on the cheek before responding.

"Oh, you know Madoka and Hitomi." She answered with a smile. "They've always got something fun planned for us." Her mother returned her carefree grin with one of her own.

"Are you hungry, honey?" Patting her stomach, Sayaka shook her head.

"No, we actually ate on the way home. Sorry, mom."

"Oh, it's alright honey. We actually don't have any dinner left... Your father and I were hungrier then we thought."

"By the way, Sayaka..." Her father chimed in, wiping his mouth with a napkin. "You got something in the mail today, did you order anything?"

"Yes! Thank you! Madoka and I ordered bicycles a couple weeks back! So we can get to and from school faster."

"As long as you don't plan on using that as an excuse to sleep longer, I'm fine with it." Sayaka laughed off her father's comment, giving him a kiss on the back of his head as she passed. "I'm serious, young lady."

"Oh, stop it. She's a big girl now, if she wants to sleep a little longer, that's fine. So long as she gets to school on time, and stays awake through it." Her mother playfully scolded her father. "Your father and I put it in your room, honey."

"Thanks mom, dad." She waved them good bye while she went upstairs, her mother stealing her attention again. " Your father and I are going to bed early tonight, Sayaka, just make sure everything's locked up."

"Yes, mom." She responded, opening the door to her room and entering. Greeting her inside was a large wooden crate with a divot in the front, one of those fancy easy-open crates she'd heard about. It was rectangular, taller then it was wide, and very ominous. "Huh... that's a funny box." She muttered, throwing the window open to vent the warm, musty air that had acclimated in her room. Slipping her hand into the divot on the front, she pulled, the lid of the crate popping off and swinging free. Looking inside, a look most queer appeared on her face. "That doesn't look like a bi-" Something leaping from inside the box and hitting her hard in the face interrupted her, muffling any chance she had to scream.

She awoke what felt like seconds later, but turned out to be closer to hours. Examination of the clock told her it was midnight; four hours prior to when she remembered. Groaning to herself as she found her feet, she rubbed her eyes, a most foul taste lingering in her mouth. "The hell just happened..." She took the ring off her finger, the silver band reverting to it's egg-shaped Gem form, and placed it upon the counter near her bed. "One of them waking dreams, I bet... I'll just go to bed and be done with it..." Her stomach churned inside her, like something she ate didn't agree with her. It was just a stomach bug, and a good night's sleep would do her good. Without even bothering to change into pijamas, she stretched out on the bed and sighed, a cool breeze blowing in from the window. Her stomach churned once more, causing her to groan in discomfort.

Squirm... squirm... squirm...

Something inside of her felt... wrong. All kinds of wrong, and at the same time, an indescribable type of wrong. Rubbing her chest, just under her neck, she grimaced and groaned at the growing feeling of discomfort.

CRACK!

Doubling over at the sharp jolt of pain, she growled as a rib cracked inside her. When did that happen? She hadn't taken that much damage against the last-

CRACK! CRACK!

Two more sharp jolts of pain caused her to double over in her bed, curling up into a ball against whatever it was that was causing all this pain. Finally stretching herself back out, she unbuttoned her school blouse to look at her chest. Something squirmed and moved under her skin, a growing patch of red showing where blood vessels had burst under her skin.

CRACK!

With one more jolt from inside her, the squirming something on her chest moved up, almost as if it were trying to... 'Oh god... there's... something inside me!' she thought as the pain increased, causing her breathing to become labored, her movements stopped by the searing pain in her chest.

CRACK! CRACK! CRA~ACK!

New life was brought into Mitakihara that night in a fountain of blood and an ear-splitting death rattle from a fourteen year-old girl that, despite being enough to wake the dead... failed to stir her parents from their sleep two doors away...

-The Next Morning-

The phone rang two more times as Madoka patiently waited for her friend to pick up. "Come on, Sayaka-chan, you lazy girl, we'll be late for class." She muttered to herself as it went to her voice mail. Hitomi shuffled where she stood, watching Madoka pace back and forth, phone to her ear, trying to raise her.

"Madoka-chan... maybe we should go in...?" Hanging up for the fifth time, Madoka nodded.

"I hate to intrude but... I hate being late more. Alright, let's go." Walking up to the front door, Madoka gave a knock, loud enough to be heard, but to not be annoying. Several seconds later, her mother answered the door.

"Oh, Madoka! Come on in. Sayaka's probably still in bed. Spent all night putting that bicycle of hers together." Madoka smiled and stepped in with Hitomi in tow. The pair made their way slowly up the stairs, as not to cause undue noise, and knocked on her closed door.

"Sayaka-chan... come on we'll be late for-" Slowly opening the door, Madoka stopped as she saw what lay beyond. Blood splattered the walls and ceiling around her bed, the body of her friend stretched out upon the bed, a large hole torn into her chest. "S-Sayaka...chan...?"

"Madoka-chan, what-" Hitomi stepped in behind her, her eyes going wide at the sight. Hitomi, with the significantly weaker stomach, gagged, turning around and running to the bathroom down the hall to vomit.

"S-S-Sayaka...?" With a shaking hand, Madoka moved to the corpse of her friend, her eyes locked open in abject horror, her mouth agap as if caught in mid scream, trails of blood rolling down her lips. A trail of blood, thicker then the others, followed from the wound in her chest to the dresser; dropped down the dresser to the floor, ran across the wooden flooring to her desk, followed across the desk and out the open window. Whoever had done this had left through the window. With a shaking hand, Madoka retrieved her phone from her pocket, dialing another number.

"Madoka, where are you?" The voice of Homura answered. "You're going to be late if you don't hurry up..."

"Ho-Homura...-chan..." She stammered, unable to take her eyes off the sight before her. "Homura-chan... I... Hitomi, Sayaka and I can't make it to school today..." She droned, her voice devoid of any emotion, her mind trying to process what she was looking at.

"What? Why, are you sick?"

"No... no... I'm fine..." She sniffed, wiping away forming tears. "But I've got to bury Sayaka..." There came the sound of a phone clattering to the ground on the other end as Madoka hung up. Hitomi slowly came out of the bathroom with a look of disgust on her face.

"Is... is she-" She stammered, not wanting to say the word.

"Yes... yes, she's dead." Reaching over, Madoka closed her horror-struck eyes and shut her screaming mouth, so she would look more at peace. "But what could have done this?"

"Mrs..." Madoka started, walking shakingly down the stairs. "Mrs. Miki?" She stated firmly, her face ghost pale. "Sayaka's dead..."

By the time Homura had told Kyouko and Mami the news and arrived at her house, the police were already swarming the house, men coming and going inside, some with large bags, while another group drug a stretcher out with Sayaka's cold corpse covered with a sheet. Sayaka's parents couldn't help but sit on a corner and sob over the loss of their only daughter.

"Madoka... we got here as fast as we could... what happened?" It was at this point where Madoka's exterior crumbled, the pink-haired girl collapsing into the raven-haired one's arms, sobbing. "Hey... hey, it's alright." Mami sidled up to Hitomi, pulling her away from the crowd of police and CSI.

"Hey... Hitomi-chan... do you think it was a Witch?" She asked in a low tone, trying not to draw attention.

"If it was... it didn't waste any time... or spare any expense..." Mami walked up to the cops loading Sayaka onto an ambulance.

"Excuse me... I'm a close friend of the-" She choked, hoping to not have to say this. "The deceased... may I see her?" One cop nodded to the other, who pulled the sheet back, just enough to expose the hole in her chest. "Oh... Sayaka..." Taking her hand, Mami gave her a final kiss goodbye. "Thank you..." Looking at both her hands, she noticed the ring was gone. "Excuse me... did you happen to find a ring on her? Like this one?" She showed the ring on her own finger, which the cops responded with a shake of their heads. Mami muttered a thank you and walked over to Madoka, who seemed to regain her composure.

"Madoka-chan..." She began, looking around to be sure no one was listening, she continued. "The cops didn't find Sayaka's Soul Gem... It wasn't on her body. Was it in her room?"

"I... don't know." She answered slowly. "That wasn't exactly my first thought." Slipping in behind the cops, they managed to work back to her room and the scene therein. One cop, standing by the door, stopped them from entering. "Did you find a gem a -a little blue egg in here?"

"I'm sorry, girls, but we can't release anything that might be evidence."

"Look... we all have one..." Madoka muttered taking hers from her pocket. "It was a sign of friendship... if we could just have it back..." The cop told them to wait, as he retreated into the room to speak to a few cops, returning a few seconds later.

"No one's seen anything like that. Do you know where she usually puts it?"

"Usually on her dresser..."

"I'm sorry, girls, we haven't seen it. Is it valuable?"

"Not... not really. More personal value..."

"If we see it, we'll give it to her parents, with instructions to give it to you if they see you." Madoka nodded and thanked the cop, leaving.

The group left the house to go back outside for some fresh air. The smell of death and decay was too strong inside for them to stand. Madoka had replaced her Soul Gem back into her pocket and sat on the curbside. Looking over, she noticed Homura looking into a box. "Homura-chan... what's that?"

"Something the police missed." She droned, closing the box. "Come on, I'll show you, but not here." The group stood and walked away from the death house into the city proper.

Since school was in session, the park was fairly dead, the windmills spinning mindlessly across the river as the five sat on the grassy banks. Homura set the box between them, a hand keeping it closed. "Don't freak out." Removing her hand, she opened the box. Inside was a small, tan, spider-like creature with a long tail and eight long, lanky appendages. It was on it's back and stationary, very much dead. It had no definitive organs or human-like features, or anything anyone had seen before.

"What is that?" Kyouko started.

"I haven't the foggiest..." Madoka answered.

"Strange..." Came Hitomi's addition.

"I've seen this before..." Mami droned, her usual carefree smile gone from her face. "Or... more specifically, I know someone who has." Standing and dusting the back of her skirt off, Mami motioned the others to stand. "Come on. I'll take you to her. Just... mind yourself. She's a little... odd."

The group stood and began their walk towards wherever Mami had in mind, the young morning waning into early evening by the time they arrived. On the outskirts of the city was a large, archaic house built with a wrought-iron fence around the property. Opening the gate and leading the group up the steps, she gave two firm knocks on the door. Homura handed her the box, not wanting anything to do with this. Answering the door came a cute girl in an apron, with black hair and pretty green eyes. She gave a bow and a very well rehearsed welcome.

"Hello, and welcome to our humble home. What is it I can do for you today?" Mami's face was deadpan as she spoke.

"I wish to speak to your mistress. Is she awake?" The girl in the apron smiled and bowed.

"Mistress, in fact, just woke up. Please, follow me." Walking with a quick clip through the house, Homura poked Mami's side.

"Is there anything we should know about this person?"

"Yea. She knows more then you think." She muttered in return. "I met her a few years back when I started fighting Witches." Madoka clammed up at this. Did she know who they were for Mami to speak so freely? Opening a door, the girl stepped in.

"Mistress, are you decent? You have guests."

"I'm busy. If it's not important, tell them to come back later."

"It is Lady Tomoe and some friends. It seems rather important."

"Twindrills!" The woman's voice returned. "Hell, show her in!" Kyouko stifled a laugh at the fact they used the same pet names. The girl who greeted them stepped to the side and allowed Mami and her friends in. "Mami-san, I haven't seen you in weeks! Witches keepin' you busy?"

"Among that and school. You know, perhaps you've heard of it?" The woman laughed, her white hair bobbing with the motion.

"Well, don't just stand in the door way, have a seat. I've got plenty of places to sit, counters, dressers." She smiled a strange smile at Mami. "Hell, you can even sit on my bed in you want. Just... ya know... move all the body pillows." Mami moved several of the body pillows; most of them depicting naked, or near naked women, away so she could sit. "So, what brings you to me this fine afternoon?" Mami tapped the box on her lap.

"Grim business, I'm afraid. One of my friends was killed this morning, and I knew you'd be able to tell me how."

"Sure, where was this murder?" She turned back to the massive set up of computers she had on her desk, firing them up.

"In her home."

"Come on, Mami-san, you know I can't do anything in a private residence. Cameras all over this city, except in homes. Unless you've got something for me to go on, you've wasted both our times." Mami handed her the box with a grim expression. "Oh? What's this? A present? For me? You shouldn't have." Upon opening it, the dumb smile on her visage drained. "Oh my..."

"You see my point now."

"How did you come across this?"

"It was in my friend's room when she was killed." The woman scanned everyone assembled.

"Your friend... Sayaka was it?"

"How did you know!" Madoka chimed in.

"Mami-san has told me of all of you; she speaks very highly of her friends. I don't see the chipper blue haired one. Process of elimination." She turned to her computer and started typing again. "First off, do you know what this is?"

"No." Came the consensus from everyone assembled.

"Then the government did it's job." She continued, turning around. "About six years ago, a strange signal was detected from Antarctica, deep in the southern poles. A survey team was sent there, funded and lead by the Weyland Corporation. Now, the news would have you believe that polar shifts in the ice caused the caverns to collapse and kill everyone on the survey team..."

"I remember that report. There were no survivors."

"There was ONE survivor, but she's been quarantined. It wasn't polar shifts that killed the research team, it was these creatures." The screens on her desk clicked onto strange pictures from some ancient temple of similar Mayan origins. "The strange signal originated form this temple, buried deep within the Antarctic ice. The temple was used as a breeding ground for alien creatures."

"Why didn't we know about this?" Came Homura's addition.

"What, and spread panic across the world? Pbth, that'll never fly." She turned around, holding the dead creature. "What you've got here is what we, in the Underground Internet like to call a Facehugger." She looked it all over, from tail to toe and gave a little smile. "Sickeningly fascinating creatures. They latch onto someone's face and force an egg into the victim's stomach. Once the egg's in the victim, they detatch, find a hiding spot, and die. Three hours later, the egg hatches and gestates into something we call a Chest Burster."

"Sayaka had a hole in her chest when we found her..." Kyouko muttered, idly. She took the box of Pockey from her pouch and gave it a look. For the first time in a while, she found herself not hungry.

"Then it's safe to say we got one of these things running around the city now." She sighed. "Shit... an outbreak in a city would cause wide-spread panic..." She turned to another screen. "Listen, Mami-san... I know a few more Puella Magi... but they're not in the city. It'll take 'em a few hours to get in. It's up to you five to hold that thing off until more arrive."

"Can't we call the police? Or the military?" Madoka chimed in, the woman in the chair giving her a dumbfounded expression before smiling and patting her head.

"My, she's a cute one, isn't she?" Before anyone could answer, she continued. "If we call the military, they'd be out in force looking for this thing. People would be up in arms that something so dangerous could have gotten loose in the first place, and eventually we'd have wide-spread panic. No, we have to handle this quietly."

"What, hypothetically, happens with this Chest Burster? What does it look like, what does it do?" Mami muttered, leaning over the woman's chair. The woman's face paled as she thought.

"Chest Bursters are harmless, more or less, by themselves. Sure, they could bite your ankles until you bleed to death, but by that time, you would have stomped it. They're small, about seven or eight inches long, serpentine. They usually find a place to hide, usually with ample food small enough to sustain it; small cats and dogs, rats, birds, the like. After they eat their fill... they hide and grow."

"Grow? Grow into what?" Came Hitomi's response, her hands tugging nervously at the fringes of her skirt. The woman shook her head.

"I don't know. Those reports are sealed up tighter then the Prime Minister's bung hole. I do know a little about it, and what I do know is frightening."

"Tell us what you can."

"Here's what I can tell you. Whatever it is this Chest Burster will turn into, it'll be mean. Big, ugly. It doesn't need to eat. It doesn't need to sleep. It doesn't feel pain, or remorse. It will kill without warning or meaning. One more thing..." She paused for effect, turning to face everyone. "It can run... a whole hell of a lot faster... and a whole hell of a lot longer... then any of you can. It won't stop until everyone it sees is dead, human... or Puella Magi. It doesn't matter." Everyone's face was ghost white at this, the information they heard wasn't what they wanted.

-Sewers Under Mitakihara-

Deep within the stagnant, disgusting sewer system far under the shining jewel of a city, a path of rat corpses led a way through two of the tunnels, leading to a cross section where two city workers went about their jobs of fixing the plumbing.

"Hey, Ino, hem up the lines over there, we don't wanna get gassed." The first muttered, looking down the pipe line with his flashlight in hand.

"Yea, yea, yea... I'll take care of it..." As the man named Ino walked towards a panel, his foot slipped on the mossy concrete. "Whoa, watch your step, man. The concrete's awefully slippery." There came the sound of something big hitting the surface of the water and falling in. "Dammit, Hisao, I told you to watch your step!" Turning to face where his friend was mere seconds ago, he was greeted by ripples stretching out across the stagnant water, with no sight of his friend. "Hisao?" Shining his flashlight on the water, he tried to find Hisao. "Come on, stop screwing around and get out of there." A soft blue light fell across the man's back as a slight hissing came to his ear. "Not funny Hisao." He droned, turning around. Instead of the smiling face of his joker of a friend, he came face-to-face with the snarling visage of teeth, drool, and hate. No eyes dotted the elongated blackened head of his attacker, and naught a scream left his mouth as a small jaw left the open mouth of his assailant, digging into the man's forehead, skull, and brain. He was dead before he could react.

-Mami's Apartment-

"So, what do we have to work with?" Mami asked, pouring everyone assembled there some tea.

"Sayaka's dead, and we've got some psycho snake running around the city, probably killing people." Kyouko muttered, sipping her tea.

"So, it's a Witch without a Barrier, then?" Madoka chimed in, giving a little shrug. "It... shouldn't be too much harder then fighting a Witch, right? We go in, take care of it before it becomes a problem, and boom. Done."

"Two flaws with that problem, Madoka-san..." Hitomi muttered, interjecting. "A Witch's Barrier doesn't move... we always know where it is... this thing... can be anywhere in the city... it can move..."

"Yea, and the second one is we can't just transform in the middle of the city, and have us running around like idiot LARPers with weapons looking for this thing. And we CERTAINLY can't have Mami Tiro Finale'ing buildings helter skelter."

"Collateral damage should be kept at a minimum."

"Prehaps I can shed some light on this situation." Came a familiarly strange voice, the group turning to face the stare of Kyubey. "Whatever this thin is... it is in possession of Sayaka's Soul Gem."