Since this is an alternate-universe fanfic, I try to keep some of the same general events in. On that note, this is my only fanfic where I've actually HAD to make an alternate universe, and it's ironically one of only two fanfics I write that isn't Touhou (the other is a Yu-Gi-Oh fanfic, but that's very unlikely to see a second chapter)

Hopefully I did a good job at combining original events with an altered version of the story. I'd like to thank a friend of mine for giving me important ideas that will come into play later on in this fanfic; I'd list his username for this site, but I don't know if he's registered.

Oblivion, you know who you are ;)

Running…running…where was she going, anyway? Sayaka had no idea. This entire hallway was just checkered perfectly on every surface and seemed to go on forever. There had to be an end, though. That was the only real reason Sayaka kept running. Even if this hallway never ended, Sayaka would keep running in this bizarre place. She could reach the end of the hallway. She would reach the end of the hallway!

And just as she blinked, her surroundings changed. The perfect checkerboard décor remained, but she was now in the center of a room, with four staircases arranged perfectly around her. Three of them lead up to another hallway, and Sayaka couldn't see anything past that. The fourth one, however; the one right in front of her…there was a bright green EXIT sign above a door. Anybody could figure out that this was the exit, and so Sayaka approached the door. It was cold to her touch, and hard to open. But with a push, the door opened wide and Sayaka's eyes widened to the scene in front of her…

This ruined city…was this Mitakihara? It certainly resembled her hometown, but at the same time it couldn't have been. All was dark and bleak, and massive chunks of buildings were floating in midair! Worst of all was the dark figure floating on the horizon. She couldn't make it out very well, but whatever that thing was, it was big, and it seemed to radiate a feeling of danger all the way to Sayaka, sending a chill down her spine. "This…I can't take this!"

"We can't do anything about it. It's too much for her, but I'm sure she's prepared."

Sayaka turned to the source of the voice. A strange-looking cat-like creature with a fully white body save a red marking on his back and the pink tips of his ears. But this girl that he was talking about…Sayaka didn't see anybody down there. But now that she focused…there! There was a girl holding some kind of spear, but Sayaka couldn't quite make her out beyond that. "There's no way she can fight that thing! We need to help her!" Not much later did a chunk of building fall from the dark sky, right onto that girl. There was no way she could have survived that!

"It's only over once you give up. But you can change your destiny. The death and destruction here are inevitable. You just need to change that. You have the power to prevent this."

"Do I? Can I, as only one person, really prevent all this?"

"Of course. If you want to, please make a contract with me and become a Puella Magi!"

"…what do I-"

BRIIIIIIING! BRIIIIIIIIIIIIIIING! Sayaka's alarm clock. Eyes still closed, Sayaka's arm reached out and turned the alarm off. Today was a school day. Sitting up with one loud yawn, she took a few seconds to rub the sleep out of her eyes. "It was only a dream…"

It was a pretty nice day out today. A bit early for Sayaka's taste, but she wasn't the kind to be fully awake before noon anyway, so that was to be expected. She and her friend Hitomi were heading out to school, and the two could see the building from where they stood. "Where's Madoka," Sayaka asked. Not seconds later was her question answered by a voice calling out from behind the two.

"Good morning!"

"Madoka! You're slow." For a moment there, Sayaka had the feeling Madoka would be late. Nice to see that she caught up, though. "Your ribbons look so cute."

"Really? Aren't they too colorful?" Madoka seemed a teensy bit embarrassed.

"I think they look great," Hitomi said.

Meanwhile, somewhere not quite near the school…

That was one more. Another Witch bit the dust, and another Grief Seed dropped for Kyoko to collect. She would keep doing this, only because it was her duty and obligation as a Puella Magi. But at what cost? Nobody else should have their greatest wish turned against them, and that was exactly what Kyubey did whenever somebody made a wish. It recently hit her that Kyubey would probably keep recruiting new Puella Magi. Kyoko had to stop him. Nobody needed their hopes turned on them like this, and it would also mean more competition for hunting Witches and claiming the reward for such. Less Grief Seeds meant less power, so Kyoko had to do something about it.

She'd been following Kyubey's footsteps for a while, and even if she was quite a ways behind him, she could tell that he was here, in this town. There was already another Puella Magi here…Mami. They'd met before, but not for long. By this point in time, Kyoko couldn't even remember the circumstances in which the two met, but that wasn't a point of any concern yet. Mami was an okay person, but she and Kyubey were friends…no big deal. To make an omelet, one had to break a few eggs.

Numerous hours later; café…

"Oh, look at the time," Hitomi said, a bit surprised it was already that time. Getting up out of her seat, the green-haired girl said "Excuse me, I have to leave now."

"Do you have piano lessons today," Sayaka asked. "Or Japanese dance class?"

"I have to study tea. We'll be tested soon. I don't know how long I'll be able to study there."

"It must be nice to be born into a middle-class family." That statement was partially to herself, but she hoped that Hitomi heard her as the girl was leaving.

"We should leave too," Madoka said as she got out of her seat.

Getting up to her feet as well, Sayaka asked "Madoka, can we go to the CD store on our way home?"

"Okay. You want to get something for Kamijo again, huh?"

"Well, probably."

The CD store. Sayaka was here to get a classical CD. People generally didn't think of her as the type to enjoy such kinds of music, but there's more to people than what can be seen. That was her general train of thought as Sayaka put a pair of headphones over her ears and listened to some samples of what she was looking for. Then came the unexpected part. A voice that sounded as though it spoke directly into her mind.

"Help me!"

That shocked her a bit. It was probably one of those instances where a perfectly sane person hears a voice in their head for a second, and then it never-

"Help me! Sayaka!"

And then it never would happen again. Sadly, that didn't seem to be the case. The voice speaking in her head, or the fact that it knew her name…Sayaka had trouble picking out which was more troubling. And this voice sounded familiar somehow, like something she'd heard once before…

"Help me!"

Sayaka had to investigate. She would come back for the CD, but it wasn't impossible that her own mental well-being was at stake here! Sayaka took the headphones off, and started out of the CD store. She kept following the voice, listening for it to get louder or softer, and basing her directions off of that alone. Much to her surprise, Sayaka was soon lead to a staircase blocked off by velvet ropes and a sign that warned people that the floor was closed for renovations, with a door right at the top of the stairs. But whoever was calling for her help, they were back there; behind the door and in whatever room waited for her. Rules be damned, Sayaka told herself as she started up the stairs.

The room she found herself in was dark. Renovations were indeed going on. Sayaka looked throughout the room, keeping to a straight-ahead path. "Hello?" No answer. Hopefully whoever was calling for her help, they were still okay. But then again, why would an okay person call for help? More importantly, how could they speak straight into Sayaka's mind like that?

Her questions were answered when part of the ceiling fell out, and with it, a strange-looking creature. He was wounded, whatever he was, and it looked like somebody had tried to kill him. "Help me…"

"Leave him alone," somebody said. Following that was the sound of some kind of snack being munched on, and footsteps. In stepped a red-haired girl with a spear in one hand and a half-eaten pocky stick in her mouth. "This isn't any of your business. Get lost."

"I can't leave him here," Sayaka said, picking up the creature. "He's really hurt! He talked straight into my head; he told me to help!" A split second later, Sayaka found that the tip of this redhead's spear was just inches from her throat.

"The only help he'll give you is tearing your life apart from the inside out." Taking another bite out of her pocky stick, the tip of the spear moved to the creature's neck. "I'll be doing you a favor by killing him. He'll promise you a miracle, and all you'll get-"

"Sayaka!" Madoka ran into the room, stopping at her friend's side. "Are you okay?"

"…" The spear-wielding girl didn't look pleased. "I'll let you go this time," she said angrily. "But next time, you'd better drop him like a bad habit." And off she ran. She had better things to do than argue with these people. She couldn't just kill them, though, and they obviously weren't willing to let Kyubey go, so the only option was to let it be this one time.

"I'm glad that's done," Sayaka said. But just as she turned around, something bizarre happened. The hallway changed drastically; now she and Madoka found themselves in a strange place with floating windows, butterflies, and other assorted things scattered throughout. "What? Where's the emergency exit? Where are we?"

"What's going on in here," Madoka asked. "The hallways are changing dramatically!"

"I've had enough!"

"Sayaka, there's something there!" The two turned to find the strangest thing either had seen. They looked like cotton balls with mustaches, attached to stick-figure bodies with butterflies for legs. Given this bizarre scene Madoka and Sayaka found themselves in, these odd creatures were actually pretty scary. And next thing they knew, they were surrounded on all sides, with these creatures closing in.

"This isn't real, right?" Terror shone in Sayaka's voice as scissors attached to barbed wire started coming out of the ground to further add to how surreal this place was. "Madoka, I'm having a nightmare, right?" The seconds felt like years to both Madoka and Sayaka, but after not even one of those seconds, chains began falling, surrounding the two. And right after that, light burst out from those chains, protecting them somehow.

"That was really dangerous, but you're safe now." In stepped another girl, with blonde hair styled into spiraling pigtails on either side of her head. Then she noted the creature in Sayaka's arms. "Wow, you saved Kyubey? Thank you, he's an important friend of mine. Based on your uniforms, I assume you two are from Mitakihara."

"Who are you?"

"Right, I need to introduce myself first. But, before that…let me take care of something." A bright flash of light shone, and when it subsided, this girl was in an elegant outfit. The next few seconds, much to the surprise that could be seen on the faces of Madoka and Sayaka, consisted of countless flintlock rifles appearing out of thin air and unleashing a virtual wall of bullets on the cotton-ball creatures.

The two were amazed at this display, and relieved when the hallway went back to normal. "I-It's back to normal," Sayaka proclaimed. And soon after, that red-haired girl showed up again!

"The Witch has already fled," the blonde said. "If you want to kill her, please go after her as soon as possible."

"…"

Some time later…

Three girls, all finding themselves sitting around the wounded creature. This blonde was healing him, and the process was just finishing up.

"Thank you, Mami! You saved me!"

"You should thank these two," Mami said. "I was just passing by."

Turning to Madoka and Sayaka, the creature said "Thank you very much! My name is Kyubey!"

"So you were the one calling me," Sayaka asked.

"That's right, Sayaka Miki. And you, Madoka Kaname too."

"Why do you know our names?"

"There's something I want you to do for me. I want you to make contracts with me and become Puella Magi! I can make anything you wish come true."

"Huh? Really?"

"You can wish for anything. I can make any miracle come true!"

Writing this fanfic is actually pretty enjoyable because I get to watch the anime a lot for reference. I also write well when listening to songs by ZUN, which I think usually gives my fanfics a Touhou-esque flavor. That's a great flavor to have, especially for a different series!

Also, did you like how I altered the dream sequence in the beginning? The big figure in her dream could be Walpurgisnacht or even Oktavia, but truth be told, I just did that as quasi-filler because I'm very OCD about the length of chapters I write. On one final note before I change the subject, you may notice the chapter title says "Episode" instead of "Chapter" and this is for a simple reason. I intend to follow the same general plot for Madoka, albeit with plenty of alterations to suit Sayaka's story, including one twist I doubt anybody will see coming aside from the genius who helped me conceive it...well, I'll stand true to the anime's plot for the first three episodes at least, minus Homura being the one hunting Kyubey and etc.

On that note, Homura might actually not appear in this fanfic, which you might have already figured when Kyoko was hunting Kyubey in her stead. Since we're still on the topic, this takes place along the original timeline with her moe counterpart; the one where she first made her wish, with the only change here being that Madoka hasn't made her wish. If Homura does appear, expect her role to be minor, or even just a cameo (for now, at least!) Sorry, but them's the breaks.