A/N: I need to straighten some things out! So, this is based on Madoka Magica 'A Different Story'- but only volume one. I realize that in A Different Story things progress quite differently compared to the anime. That said, consider this fic as taking place in the anime's timeline or one incredibly similar. In this, Mami and Kyoko have the same relationship they had in ADS, but after they broke apart, Mami died and, well, you all know how it goes from there

Anyway, I'm not too sure how I feel about this. I've wanted to write it for a long time but the end result isn't what I wanted. But anyway, I hope you enjoy!

Kyoko stood in front of the apartment door that had once been so familiar to her. She hadn't thought about it for awhile- or at least, she had tried not to think about it. But standing in front of the door, staring at the nameplate that still read 'Tomoe', there was no way she couldn't remember Mami.

She sighed softly. A breeze swept up her hair and leaves scattered.

When Kyoko had first come to the apartment, she had tested the door handle. It wasn't locked, and she easily could've gone in. But she couldn't bring herself to go into the apartment that had once been prettily decorated by Mami, where the older girl would smile and laugh and hold tea parties. It would be painful to see all that; it would be even more painful to see all of it gone, leaving behind only an empty, hollow shell.

It was winter the last time Kyoko had been in there. Cold, soft flakes of snow drifting down. Now the air was warm and the sky bright. It was a completely different reality.

The winter where Mami had been alive. The spring where she had passed.

"Sakura-san."

Kyoko looked up from her box of pocky to meet the eyes of the girl across from her. Homura's expression was blank as usual, her dark eyes showing no emotion.

"Did you hear what happened to Tomoe Mami?"

Upon hearing the name, Kyoko couldn't control the widening of her eyes. It was one that'd been said in her head many times, but not since the two had broken ties had she heard it aloud.

"What?"

"She was killed by a witch not to long ago. Beheaded, in fact." Kyoko stared at Homura, not comprehending how the girl's tone remained flat. "I knew the witch was dangerous, and I tried to warn her. Although I am somewhat surprised, as her death seems to have happened partially due to overconfidence on her part."

"And you know this how?"

"I was in the witch's maze to warn her. Nonetheless, she trapped me to prevent me from following her. I believe you are familiar with this technique." Kyoko huffed but couldn't draw her gaze away.

"When my bonds disappeared I knew something had happened. I couldn't allow her to bring harm to Madoka, so I followed her farther into the maze." Homura shrugged, flipping her hair off her shoulder in one smooth, elegant motion. One that always annoyed the crap out of Kyoko.

"So that's it then? Dead in a witch's maze?" The mixture of emotions she felt came out as anger, and Kyoko was temporarily satisfied with its burn.

"That's it." Homura repeated. "And now Miki-san is creating a mess of things."

Kyoko let out a low growl, but even she didn't know who it was directed at.

It hadn't actually been that long since Mami died. But it had been a long time since Kyoko had seen her, and the red-haired girl had grappled with what she was feeling ever since Homura had shared with her the news.

Regret…?

Maybe. Probably. But she had little time to deal with it, since in the wake of her death Mami had left behind a new problem.

And because of that, dead or not, Kyoko needed her help.

"Mami-san," Kyoko began hesitantly. Already she felt stupid. Mami was dead and her apartment was empty, and yet she stood in front of it in the fading red light of the sunset, talking to her.

The notion that anyone was watching over her was one that Kyoko had abandoned long ago. And Mami, who had been lonely but still kind, Mami, who Kyoko had left knowing all that… Ridiculous.

Kyoko had to try anyway. Who was there to turn to?

"You know Sayaka, right? Of course you do, she was there when you died. I don't know...I don't know what to do with her."

Miki Sayaka. Similar to Mami with her high-minded ideals and 'defender of justice' routine, different in that she lacked the other's gentle personality and senpai-like nature (if that was even a way to refer to it). Instead she was brazen and even more naive, and grated on Kyoko's nerves.

She was also beautiful.

Watching her, Kyoko had initially been didn't change. But when Kyoko had fought her, she'd felt more alive than she'd had in months. Blood had rushed through her veins and she got a legitimate thrill, one that witch-hunting had failed to provide recently.

And Sayaka, well, her personality remained the same, and her infatuation with that boy, who didn't return her affections and didn't even seem to acknowledge all that she'd done for him. But she was still beautiful, and passionate, and Kyoko couldn't explain it. All she knew was that she had to see Sayaka again. Even if they ended up fighting, even if they could never see eye to eye, Kyoko found something in Sayaka that she knew she wouldn't find anywhere else.

Her plans had since changed. The fire she'd been enamoured with was fading, as shown in Sayaka's dulled eyes and demeanor of one who had lost all hope. And Kyoko couldn't stand it. It made her sick, actually sick to watch the deterioration of Sayaka.

Which is why she came to Mami.

Mami, who understood Sayaka's ideals better than Kyoko did. Mami, who Sayaka had held on a pedestal. Mami, who was dead, but who Kyoko hoped would inspire in her some way to help her friend. And she did consider Sayaka a friend, if only in her own mind.

"I'm...worried. There, I said it. I'm worried about this stupid girl, going off with her stupid sword and fighting any stupid familiar that comes her way. And lately… she's been looking so depressed, and so distracted, a witch could off her at any moment…

"I'm just asking you 'cause you're like, the best senpai. She really loved you. You were the model of an ideal magical girl." I don't hold the same sway, she pretty much hates me. But I can work on that later. I'd rather her hate me than end up dead.

"And I know that you're dead and can't answer but I was just hoping that coming back here would give me some idea of what to do, because you always seemed to know exactly what to do and exactly what was right. And I guess that you passed that on to Sayaka, except she doesn't know what's right. That idiot fights every familiar she comes across! You can't do that. I know that day by day she's getting more and more corrupted, I just don't know what to do. I try to tell her, it's impossible to save everyone, but…"

Kyoko paused, mid sentence. She thought over what she had just said. It's impossible to save everyone…

It had been a little while ago. Kyoko and Mami had just finished fighting a witch. It was cold, and they were bundled up in their jackets. They were talking about the same things, witches and familiars, and Kyoko said to her the exact same line.

It was only a little while later the same day that their friendship, and witch-fighting partnership, had split apart as well.

The memory stung, even so long afterwards.

"It's impossible to save everyone…" Kyoko repeated, this time muttering. "And that… that includes you too, Mami."

Kyoko had cried in a while. She'd been on the verge of doing so, when Homura had told her about Mami's death, but there had been no way she would've broken down in front of that creepy girl. She managed to suppress it since then.

Obviously things had changed. Now, she was crouched in front of Mami's door, covering her face and trying to catch the tears streaking down. She wasn't outright sobbing- yet. Although this point she didn't care who saw her. And there was no one around the apartment complex to do so.

Wind ruffled her hair once more, like a comforting pat. Except it wasn't, because all Kyoko wanted was for a real, live person to tell her it was okay. That she didn't have to be lonely anymore.

"I couldn't save you, Mami. I didn't even know you n-now I'm having a conversation with your door for God's sake, pretending that it's you because I never got a chance to talk to you before you died."

Her eyes rose to the door, to the nameplate, clinging to the only parts of Mami that were left. Not even a memorial service or newspaper mention, just an empty, lifeless apartment.

"You can't save everyone… but I have to save Sayaka, I have to! I couldn't help you Mami. And I'm sorry… but if there's any way for you to hear me, you've got to help me. Or if that's not enough… then do it for her. Because she doesn't deserve to die… like you…"

Shadows covered Kyoko, the sun unable to reach her anymore. The only remains of its light were the yellow and red clouds blending into the backdrop of the sky, and even those were fast disappearing into the night.

"Please, Mami… help me. I have to to find a way to save her, I have to-!" Kyoko choked on her words as she tried to force down her tears. It was pointless. She was so close to losing Sayaka, and there was no way this dead girl could help.

The door remained unlocked, almost inviting. But that was Mami's domain and Kyoko didn't deserve to go in there. She wasn't the same person Mami invited in on a cold winter night for some tea.

Had she still been alive, Mami still would've invited her in though. That made it even worse.