A/N: Hey guys, it's everyone's favorite flakey bastard, MCN, bringing you another bullshit story to distract me from my main works... damn it, just DAMN IT, WHY CAN'T I FINISH A FREAKING STORY!

...

Sorry about that, I'm just really ashamed that I can't seem to sit down and write for my more popular stories anymore, I have absolutely no excuse for it, I'm just lazy and my interests have shifted, in this case to Kamen Rider 555 and Puella Magi Madoka Magica. Thus, as per usual, I wrote this story to satisfy this idea I've had in my head for a while and to get back in the swing of writing in general, hopefully it'll help me get passed my writer's block on Sword Ed Online. Anyway, enjoy the story, sorry again from being a lazy dick, and I'll see you at the end of the chapter.

Disclaimer: I don't own Kamen Rider 555 or Puella Magi Madoka Magica


How It Was Meant to Be

The streets of Mitakihara City were eerily quiet and barren, if it weren't for the bright lights of the buildings in the background one would assume that it was a ghost town, long abandoned by humanity. Night had fallen; the majority of the city's residents have retreated to their beds for the night, all blissfully unaware of the massacre that was about to unfold. All throughout the city, beyond normal sight, an army of what could only be described as tall humanoid giants, draped in what seemed to be white robes, marched aimlessly through the streets. These beings, Wraiths as they were sometimes called, ranged from being as tall as light posts, to as tall as buildings, and all had the space around their faces distorted, pixilated, robing them of any semblance of humanity.

These monstrous creatures trudged through the empty streets of Mitakihara, as if looking for something, or someone rather, humans, people with which they could share the curses they had welled up within them. Unfortunately for them, there were no humans in sight that night, ordinarily they would come across two or three night owls within the first hour on the prowl, slow nights like these had become more and more common as of late. However, it would seem the dry spell was about to come to an end; suddenly, the Wraiths heard what sounded like children's laughter coming from directly behind them. All at once, they turned and caught a glimpse of a group of children rushing across the street, apparently playing some sort of game. The Wraiths wasted no time chasing after them, moaning in anticipation at finally being able to release their pain. They followed the laughter that seemed to become more distant the more corners they turned, but eventually they caught up with the children, five to be exact, prancing around happily in a circle.

The Wraiths ominously approached, their shadows looming over the unsuspecting children, but just as they were about to strike the children stopped their playing and fell into line, looking up to reveal their faces. Upon closer examination these children were clearly not human, their skin was pale and dry looking, their eyes made of crazy rings of varying color, creepy smiles plastered on their faces revealing their sharp, pointy teeth. Before the Wraiths could react to the revelation, the three Wraiths leading the pack were impaled from above with black, shadowy spears, torn to shreds by them as more laughter could be heard. The Five "children" that lead the Wraiths to the ambush then pulled out spears of their own and attacked the next Wraiths in line, again ripping them to shreds as they giggled merrily. The Wraiths tried to fight back, swatting at the "Clara Dolls" with their enormous hands, but it was no use, the Clara Dolls' movements were unpredictable and down right inhuman, they effortlessly evaded the swipes and mercilessly impaled the Wraiths one after another, all they could do was wail in pain as their existence faded away.


Up on a lonely hill, mysteriously cut in half, sat a girl with long, gorgeous black hair, tilting her head as if resting it on some invisible shoulder. She looked over the city, disinterest evident in her purple eyes, every once in a while she would gaze up at the moon, rendered a permanent half moon, but beautiful nonetheless. She was disturbed from her peaceful moment by a rustling of the tall grass behind her, she quickly turned her head, an expecting look in here eyes, but it quickly turned into a blank stare when she realized it was just one of the Clara Dolls, reporting in.

"…Is that it for the night?" She asked as she turned to face the skyline once again. The Clara Doll just made a childish giggle in response, which the girl seemed to understand.

"I see, good work as always." She emptily praised. "There were more tonight than there were the past couple of days, just when I thought their numbers were starting to dwindle." She lamented, returning her head to its tilted position. The Clara Doll simply left her be, its job finished, going off to prance around the city as they were allowed to do during the day.

The faint light of the rising sun caught the girl's attention; she looked over to see the head of the sphere of light peak over the horizon. She gazed at it for a moment, as if contemplating something, and then simply raised her hand, ceasing the sun's ascension.

"I think… I will let it stay night just a little bit longer." She said to herself, lowering her hand and the sun along with it, darkening the sky again. "After all, she needs her rest."


As dead as Mitakihara was at night, it was beaming with activity during the day, business were open, people were rushing off to either work or school, the typical hustle and bustle one would expect to see in the big city. Everyone seemed so wrapped up in their own lives it seemed, that none of them noticed the strange abnormalities in the world around them; the Clara Dolls mindlessly dancing in the streets, strange birds of similar origin picking at unusual fruit in the trees, streets and buildings suddenly distorting, changing color or form before returning to normal, all these things happening in plain sight and yet no one paid any mind to them, as if they were mere hallucinations.

These phenomenon were all a product of Akemi Homura's power, the whole universe in fact was her creation, or re-creation, however you want to phrase it. A labyrinth in which she had near absolute control, and the people of this world were none the wiser. The all powerful Devil in question was currently walking up the hill that lead to the high school she attended, her pace was rather slow and sluggish compared to the rest of the students following the same path, that was because any minute now…

"Homura-chan!" A high-pitched voice called out to her. She immediately perked up; the look on her face went from almost a scowl to a slightly livelier look, a hint of a smile on her face as she turned to greet the young girl that lightly trotted up to her. "Good morning!" The girl beamed, a bright smile on her face.

"Good morning, Madoka." Homura happily greeted back. This girl, Kaname Madoka, was a petit young lady, slightly shorter than Homura, with short pink hair tied up in two pigtails held together by a pair of pretty red ribbons. Both girls wore the uniform of their school, a plain white button up shirt under a grey blazer with black trim, paired with a matching black and white plaid skirt. Around their collars was a red ribbon, signifying that they were first years. "You seem lively this morning, did you sleep well?" She inquired, already knowing the answer.

"Yeah, I did actually, it's funny, I could've sworn I went to bed late last night." Madoka admitted.

"You were up playing on your computer again weren't you." Homura said in a slightly teasing tone, causing Madoka to just let out a sheepish laugh in response.

"Gehihihi, sorry, I guess I keep getting carried away with that." Madoka apologized, a nervous hand at the back of her head. Homura's smile never left her face.

"Well, everything worked out in the end, just make sure to go to bed on time from now on, just in case." She advised.

"I will." Madoka happily assured.

The girls fell into a comfortable silence after that, this was perfectly fine for Homura, just being with Madoka was enough to make her happy, she didn't have to speak, or even acknowledge her existence for that matter, as long as she was happy and healthy, Homura was content. But still, being her close friend was always a plus. Homura couldn't help but unconsciously increase the length of the hill; too busy enjoying the pure bliss of the moment, but this peace was momentarily broken when Madoka caught sight of three other students up ahead of them.

"Sayaka-chan, Kyoko-chan, Mami-san, wait up!" She called to them, increasing her pace to reach them, causing Homura to do the same. The trio turned to face them, all three smirking at their hustle.

"Good morning, Kaname-san, Akemi-san." Mami greeted politely. The eldest of the quintet, she had blond hair tied up in twin swirls that seemed almost physically impossible, she wore the same uniform as the rest but her ribbon was green, signifying that she was a second year.

"Late again I see, geez, you two are completely hopeless." Sayaka added in a sarcastic and teasing manner.

"And yet they still get better grades than you, Sayaka." Kyoko interjected with a mocking grin, much to Sayaka's chagrin.

"Oh like you're one to talk Kyoko, you're sitting right there next to me in those remedial classes!" She rebuked, which only made Kyoko's smirk grow. This was a typical conversation for the blunette and red head, always bickering, but always together, never too far apart from each other, makes it hard to believe that Sayaka still considered Madoka to be her best friend, despite their three-year separation. Understandable though, since they were childhood friends and all, a bond like that doesn't just break, no matter how much Homura tried.

"It's always nice to see you two getting along so early in the morning." Homura said, in almost monotone, but the intended sarcasm didn't escape Sayaka's ears.

"What was that, you trying to pick a fight, Akuma-san!" She said, approaching her menacingly. Homura was always a little shaken by Sayaka's nickname for her; while most, including the girl in question, just interpret it as her mispronouncing her surname "Akemi", it always reminded her of the truth, of what she was, what she was doing, and the possibility of it being exposed.

"S-Sayaka-chan, Homura-chan, calm down, don't fight." Madoka pleaded, distraught by the looming threat of her best friends fighting. Much to her surprise however, Sayaka just snickered at the request.

"Come on Madoka, it was obviously a joke." Sayaka insisted, much to Homura's relief. "You really need to lighten up." Despite this, Madoka still seemed a bit distraught.

"It's really ok Madoka, you don't have to worry about anything, ok." Homura said in a comforting tone. Madoka seemed to calm down nodding her approval and smiling once again.

"If that's all settled, we better get to school, class is gonna start soon." Mami stated, leading the girls up the hill. It had been two years since Homura rewrote the universe and trapped Madoka and the rest within, at first things were a bit touchy, but eventually Madoka got used to the inherit strangeness of the new world and adjusted, and before she knew it the "Holy Quintet" was back together again, this time as completely normal teenage girls, how it was meant to be.

Finally, they made it to the top; the front gate was in full view, the metallic sign on the stonewall reading "Smart Brain High School" in large, black font.

"So, how are you girls enjoying Smart Brain High School so far?" Mami asked.

"It's pretty great, though the classes are kind of hard." Madoka replied.

"Tell me about it, middle school was a cake walk compared to this place!" Kyoko complained. "I swear if I didn't know any better I'd say the teachers were talking in a different language, and not just in English class."

"Well what do you expect from a school with a name like "Smart Brain", heck we were lucky to have even passed the entrance exam." Sayaka stated.

"That's true, I don't think it would've been possible if Mami-san and Homura-chan didn't help us study." Madoka admitted, looking over to Homura with an appreciative smile. "Thanks again for all of your help, Homura-chan."

"You don't need to thank me, I'm always happy to help you Madoka." Homura insisted, if only she realized just how much she actually helped. Madoka was a lot of things, but a scholar was not one of them, and Sayaka and Kyoko were practically a lost cause, so she may have had to… tweak the results a bit to get them accepted.

"Just remember that we can't always be holding your hand like that, make sure to work hard on your own, all three of you." Mami advised, in her typical sisterly manor.

"OKAY~!" The first years all said in unison.


The group made their way to homeroom, and of course, the four first years were all in the same class. Kyoko and Sayaka were seated more to the front to ensure that they paid attention, while Homura and Madoka sat at the very edge of the room, giving them a perfect view out the window, highly desired seats by many of the other students. As class dragged on the girls were having noticeable difficulty following the material, even Homura found it challenging, but still doable, she needed to make sure she understood it so she could answer any questions Madoka may have had.

Eventually, lunchtime came around and like always the girls all gathered on the rooftop to eat. It was a particularly nice day, the spring air was crisp and clean and there were just enough clouds in the sky to enjoy both the shapes they made and the clear blue of the sky itself. The group sat on a bench placed at the edge of the of the roof, up against a fence that bordered the area, they all packed their own home made lunches, all except for Kyoko who just brought some stuff she bought from a convenience store.

"Please tell me I wasn't the only one who couldn't understand a thing that geezer was talking about." Kyoko complained as she took a bite out of her Anpan.

"Let's just say I'm not looking forward to tonight's homework." Sayaka replied before putting a clump of rice in her mouth.

"I don't even understand the notes I took, calculus really is hard." Madoka lamented, still slightly more optimistic then her "F club" friends.

"I told you it was going to be hard, but trust me when I say that the first year is always the hardest." Mami assured. "What about you Akemi-san, did you understand it ok?"

"I should be fine, as challenging as it was." Homura responded, then turning her attention to Madoka. "If you want I could help you with your homework after school." She offered.

"Mmm, thank you, but I think I should at least try it on my own first, it's like Mami said, I can't keep having you hold my hand forever." Madoka politely refused, gaining an approving smile from the eldest girl.

"You can still help us though, Akuma-san!" Sayaka interjected before Homura could reply.

"Yeah, mind if we come over to your place after school?" Kyoko asked. Homura's enthusiasm took a nosedive, if the disappearance of her smile was any indication.

"…I guess it can't be helped, but no goofing off, understand." She asserted.

"Yes ma'am!" The duo replied in unison, with a playful salute. Homura's blank stare was her only reply before she went back to eating. There was a moment of silence before Homura suddenly remembered something.

"Oh, speaking of after school plans." She began as she stood up from her seat and stood before Madoka. She then pulled out what seemed to be a brightly colored flyer. "Look at this, Madoka." She insisted as she handed Madoka the flyer. Madoka was a little surprised by the sudden action, but complied nonetheless, taking it in her hands; her face lit up once she saw what was on it.

"There's a fireworks show tonight!" She exclaimed with glee.

"You said you wanted to see some, right, I saw that on my way home from school yesterday, want to go?" She asked.

"I'd love to, thank you, Homura-chan!" Madoka replied enthusiastically, much to Homura's own joy. "You guys should come too, it'll be really fun!" She invited the rest of the group, as Homura figured she would. However, the rest of the group seemed much more apprehensive about the idea.

"Fireworks, in the middle of spring, isn't that more of a summer thing?" Kyoko inquired.

"It's a special event, celebrating the anniversary of the founding of Mitakihara City." Homura quickly lied, in truth this event was being orchestrated specifically for Madoka, under the context of a celebration of the city's founding.

"Anniversary… have we always held an event like this?" Mami pondered out loud.

"Not that I can remember." Sayaka admitted, the apprehension quickly turning into suspicion, much to Homura's chagrin.

"It's a very special event, apparently it's a milestone anniversary for the city, perhaps you went to see it when you were young." She suggested, a dark scowl appearing on her face. The girls all felt light headed for a moment, not even for half a second really, and suddenly they all could recall a vague memory of seeing a fireworks show around this time of year as children.

"Huh, now that I think about it, I do remember seeing something like that when I was little… just vaguely though." Sayaka conceded, scratching her head in confusion.

"Well, that's understandable, we were just children after all." Mami assured, if anything just to put herself at ease.

"I wouldn't know; I wasn't born in this town." Kyoko informed, taking another bite of her food.

"So will you come then, it doesn't start till well after dark, so we can probably still finish our homework if we work quickly, well?" Madoka suggested, hoping to convince them.

"…Eh, why not, I'm probably not gonna get very far with the homework anyway." Kyoko replied.

"From what I do remember, it seemed like a pretty nice show, ok, count me in." Sayaka declared with a thumbs up.

"Do you mind if a bring along Nagisa-chan, I think she would certainly enjoy something like this." Mami asked.

"Of course, the more the merrier!" Madoka said with a delighted smile on her face.

"Then it's decided, let's all meet at the fountain in the shopping district at 8 PM." Homura said, in a much more nonchalant demeanor. This actually happened much more often then Homura would like, she had lost count of how many times she had to alter her friends' memories to keep them from suspecting something was off about the world, it wasn't a difficult problem to deal with, but it certainly was tedious. The conversation returned to small talk after that until the bell rang, signaling class was about to begin.


Homura was the first to arrive at the fountain, after she, Sayaka, and Kyoko got as far as they could on their homework, the other two girls returned home to get dressed for the occasion. Homura herself was also wearing casual clothes, a rather rare occurrence for her; she wore a lavender dress with long white sleeves and a striped short jacket over it. She looked over to a near by clock, she came rather early admittedly, but their agreed meeting time was approaching so she expected them to be arriving soon.

"Akemi-san!" She heard Mami call over the sound of the rest of the people in the square. She turned to see her upperclassman walking alongside a younger girl, Momoe Nagisa, as she promised she had invited the middle school student on their outing. Mami wore a bright yellow mini dress with some sort of white frilly underside that stuck out at the very bottom. Nagisa wore a simple polka dotted pink dress over a brown sweater; she seemed to be nibbling on a piece of cheese. "You're here rather early." Mami observed.

"Not really, I just got here." Homura claimed. "Good evening, Mami-san, Nagisa-chan."

"Good evening."

"Gugh ebning." Nagisa replied.

"Now Nagisa-chan, don't speak with your mouthful." Mami scolded, causing Nagisa to quickly swallow the food in your mouth.

"I'm sorry." Nagisa apologized to Homura with a bow.

"It's ok, don't worry about it." She insisted with as comforting of a smile as she could muster.

The three girls waited together at the fountain for the other half of their group to arrive, fifteen minutes passed and finally more people began to arrive.

"Hey, sorry for the wait!" Sayaka called as she and Kyoko approached them. Sayaka was sporting a pale blue striped blouse under a green unbuttoned sweater and dark blue skinny jeans. Kyoko was wearing a brown jacket over a white shirt with red lettering on it, paired with a pair of olive green shorts. As expected, she was carrying a couple of plastic bags, no doubt filled with snacks for the group to enjoy.

"We would've gotten here sooner if Sayaka didn't take forever to change." Kyoko lamented sarcastically, which Sayaka just let slide for the moment.

"It's fine, we haven't been waiting very long." Mami assured. "So with this we're only waiting on Kaname-san."

"Not surprising, that girl just can't seem to tell time." Kyoko added, Homura trying not to let the jab get to her.

"I'm sure she just got caught up working on her homework, she's been working really hard on her grades ever since she decided she wanted to go to Smart Brain." Homura defended.

"I bet she just fell asleep," Sayaka stated. "She always nods off when the homework's too hard for her… well, not like I'm one to talk." She admitted.

"Either way we just have to wait for her, right?" Nagisa spoke up, finishing off her cheese slice. She reached into her pocket as if to look for more, but it seemed like she was out. "Hey, Kyoko-nee-chan, do have any cheese flavored umaibou?" She asked.

"Oh come on Nagisa-chan, I know Kyoko snacks a lot but…" Sayaka began.

"Yeah, I have a few." Kyoko replied, reaching into a bag and taking out two of the mentioned treats. Nagisa's face lit up at the sight of the treats while Sayaka had an incredulous look on her face. "What, so I happened to have a craving for cheese today, sue me." Kyoko defended as she handed the umaibou to Nagisa. Sayaka just shook her head in exasperation as Kyoko and Nagisa began happily eating their food.

Fifteen more minutes passed, it was now 8:30 PM and there was still no sign of Madoka. The sun had now completely set and the stars had begun coming out, as well as the unusual half moon. As they waited, they heard the sound of a man speaking in a loud voice, passing flyers around the square.

"Come celebrate the fiftieth anniversary of Mitakihara City with us, Fireworks show at 9!" The man then perked up as he spotted the group of girls. "Hey, you there, have you heard of the special event we're holding as part of Mitakihara City's fiftieth anniversary?" He inquired as he showed them the same flyer Homura had showed them.

"Way ahead of you pal." Kyoko replied as she held her hand up, refusing the flyer.

"We're all planning on going, we're just waiting on a friend." Mami added.

"Ah, I see, thank you then, I hope you enjoy it." The man said before leaving the girls be, returning to his duties.

The girls were getting a little restless waiting for their friend, but just as Sayaka was about to speak up she caught sight of a little pink dot rushing towards them through the crowd.

"Everyone, I'm here!" Madoka cried to them, stopping before them to catch her breath. Madoka was wearing a dark crimson dress over a pink striped, long sleeved shirt, with some slightly flashier looking red ribbons in her hair; Homura couldn't help but stare. (A/N: The outfits the girls wear are from the cover of the Puella Magi Madoka Magica 2014 calendar cover, go look it up if my crappy descriptions aren't enough for you)

"YOU'RE LATE!" Sayaka exclaimed, pointing an incriminating finger at the winded girl.

"I'm sorry, I fell asleep doing my homework so I missed the first bus." She admitted with obvious regret. Sayaka stared blankly at her for a moment before she and the rest of the girls giggled at her explanation.

"Ha ha ha, what did I tell you, same old Madoka." Sayaka said, causing Madoka to blush and lower her head in embarrassment. However, she lifted her head back up when she felt Homura put a hand on her shoulder.

"It's ok, we still have plenty of time before the show starts; you didn't inconvenience us at all." She assured, calming Madoka down.

"That may be so, but we should really be going, or else all the good spots will be taken." Mami said.

"That won't be a problem, I already have a spot picked out, one that nobody else would think of taking." Homura informed, much to the group's interest.

"Really, you have a spot like that, Akuma-san?" Sayaka said, a hint of disbelief in her voice.

"I do, it isn't very far from here, and we should be able to get there before the fireworks start." Homura said. She then grabbed Madoka by the hand. "Come on, I'll show you." She said as she pulled Madoka along, leading the way. The rest followed behind her, a bit skeptical but Homura had yet to steer them wrong… as far as they knew.

As they walked through the shopping district somebody else was going about their normal business. A young man, around sixteen years of age, was currently waiting at a stand that was selling cup ramen, he watched as the shopkeeper poured the hot water into the cup before handing it to him.

"Thanks." The boy said as he took the cup in one hand and gave the shopkeeper the money in the other.

"Yeah, thank you for your business." The shopkeeper responded, taking the money. The boy walked over to the curve and sat next to a customized motorcycle, placing the cup ramen next to him and seemingly ignoring it. "Hey, aren't you gonna eat, it's gonna get cold." The shopkeeper called to him. The boy looked back with a slightly annoyed look on his face.

"It's my own choice, don't concern yourself with it." He called back before turning back around. The shopkeeper was somewhat puzzled, but he shrugged it off and returned to work. The boy had a bored look on his face as he spared a glance at the steaming cup.

"Maybe I should've gotten something else." He said, hindsight 20/20.


"Hey, how much farther is this "special spot" of yours, Akuma-san." Sayaka interrogated. They hadn't been walking for very long, but as far as they could tell they were walking away from the site of the show, causing the girls to question the gloomy teen.

"We're nearly there, in fact it's just up this hill." Homura informed. They were currently walking up an inclined street that seemed to wine upwards; it was almost as bad as the hill they need to climb to get to school. However, as promised, the spot Homura had picked up was just at the top of the hill, and it was definitely worth the climb.

They arrived at what seemed to be a viewing platform of some sort, it stuck out of the side of the hill in a semicircle with a railing at the very edge to ensure people didn't fall off. In addition there were benches for people to sit on and it all overlooked a panoramic view of the city. The girls all stared in awe at the amazing view as Homura approached the railing.

"See down there, that's were the fireworks are going to be fired from." She explained, pointing at a spot where they could see the crew already setting up. "Up here we won't be obstructed by trees or buildings, the perfect spot to watch fireworks."

"Wow, this is amazing Homura-chan!" Madoka said, leaning up against the railing as she admired the view.

"Yeah, sorry I ever doubted you." Sayaka admitted.

"Damn, the fireworks are practically going to be going off in our face." Kyoko stated with great anticipation.

"Eh, are they really going to be that close?" Nagisa inquired, a hint of apprehension in her voice.

"Don't worry Nagisa-chan, we're perfectly safe up here." Mami assured, stroking the younger girl's head.

"I'm glad you all like it, now all that's left is to wait for the show to start." Homura said.

"Well in that case, what do you say we get started on these snacks." Kyoko stated before plopping herself down on the bench and sifting through her bag. She passed out snacks and drinks for everyone and they all began chat, all except for Madoka and Homura who were admiring the view of the city at the railing.

"Thank you for inviting us all here, Homura-chan, I think we all could've used a break from school and such." Madoka thanked with great sincerity.

"It's my pleasure, Madoka." Homura replied with her rare, sincere smile that was reserved only for her. "But you were really the one who invited everyone, I… may have preferred it to just be the two of us." She admitted, barely above a whisper. Madoka looked a little puzzled by the unexpected declaration, as well as the moment of silence that followed. However, Homura soon realized what she let slip out and snapped out of her daze. "N-never mind it's not important. As long as you're happy, I'm happy." Madoka smiled at that last statement, if only she knew what that statement truly meant, what came to be because of it, would she still smile from hearing it, Homura was almost certain she wouldn't. Regardless, she pushed those thoughts to the very back of her mind where they belonged; right now everything was perfect.

However, all good things must come to an end. As Sayaka listened to Kyoko complain about their homework to Mami, she took notice of a figure approaching the viewing platform from the distance, it was dark so at the moment she couldn't tell who it was.

"Hey guys, someone's coming up here." She said loud enough for everyone to hear. The rest of the girls turned their heads toward the slope they came from and found that she was correct.

"Hey, you're right, what gives Homura, I thought this spot was supposed to be a secret or something." Kyoko inquired with a hint of irritation in her voice.

"…It is." She replied with uncertainty. This was actually very strange, she was certain she disguised the pathway to this place so nobody would disturb them, so how was it that somebody was entering without her permission. She watched closely as the stranger approached them, eventually getting close enough for them to see his familiar face.

"Hey, isn't that the man that was handing out flyers earlier?" Nagisa pointed out.

"Yes, I believe it is." Mami answered. The man then stopped before the group, his face was devoid of any sort of emotion, and he just stared blankly at the girls. "Um, is there something we can help you with sir?" Mami asked politely. The man said nothing, merely turning his attention to Homura and Madoka at the railing.

"It seems I was correct to keep my eye on you, Akemi Homura." He said, much to the girl's shock. "I predicted you would attempt so separate yourself from the rest of the humans at the celebration, at the very least you saved me the trouble of waiting till afterwards to approach you all, I much appreciate that." Suddenly, a strange outline or shadow appeared on his face and not even a second later his entire body changed shape, taking on the form of a grotesque monster. The creature's entire body was a pure, pale white, with only small areas of pink or red present, and if one looked closely they would see that it resembled a stingfish of sorts.

The girls, including Homura, all went wide-eyed at the sudden transformation, some of the meeker girls even let out terrified screams. Homura immediately stood between Madoka and the creature, the two stared each other down as it took a few steps forward, as if waiting to see which would make the first move. Eventually, the monster decided to take the initiative, and in a fluid motion its legs combined into a fish like tail, somehow allowing it to "swim" through the air. It took the air and charged at the two.

"Madoka, get down!" Homura exclaimed as she pushed Madoka away, narrowly dodging the creature's attack. Madoka looked up at the floating monster from the ground, tears forming in her eyes as it prepared for another strike. However, Homura wouldn't have it. "Come on everyone, we have to run!" She shouted as she helped Madoka to her feet. She then grabbed her hand and made a mad dash towards the road.

"Don't have to tell me twice, let's get the hell out of here!" Kyoko said as she grabbed her remaining snacks and followed them, Sayaka, Mami, and Nagisa not to far behind. The monster loomed over them from the sky for a moment before diving toward them at great speed. Homura gazed at it over her shoulder, a demented look in her eye, and before it knew it, the monster was stabbed straight through the chest with a spear. It looked up and saw a Clara Doll smiling creepily at it, and before it could react four more spears pierced its body and the Clara Dolls laughed as they spun rapidly, shredding the monster into tiny bits.

The rest of the girls were completely oblivious to the monster's sudden defeat, much to Homura's relief, she didn't want to have to try and explain what the Clara Dolls were to them. They eventually made it to the bottom of the incline, running a little further just for good measure. Once they were at a "safe" distance, Homura stopped running, leading the rest of the girls to stop as well.

"It's ok, I think we lost him." Homura stated absolutely certain of the fact. It took a moment for the rest of the girls to catch their breath.

"…Ok, just what the hell was that!?" Sayaka exclaimed.

"I don't know, perhaps some sort of animal?" Homura suggested, trying her best to look concerned.

"The hell kind of animal can make itself look like a person!?" Kyoko shot back, clearly not satisfied with the explanation. "Damn thing looked like it came out of a freaking horror movie!"

"S-shouldn't we call someone, like the police, or animal control?" Madoka said with distress.

"I think the military may be more like it." Sayaka responded.

"For now, let's just get somewhere safe, it may still be out there." Mami stated, clutching a frightened Nagisa's hand.

"That is correct." A voice said from behind them. They all turned and much to their horror, the Stingfish monster was walking up the street towards them.

"…Impossible." Homura whispered as she stared at the somehow living creature. She soon snapped out of her daze when she felt Madoka cling to her. "Come on, this way!" She ordered as she grabbed Madoka's hand and led her down the adjacent street, the rest tailing her. As soon as they turned a corner the Clara Dolls reappeared and attacked the monster, once again tearing it limb from limb.

"Mami-san's right, it's not safe out here." Sayaka said as the group ran for their lives.

"Where do you suggest we go then?" Kyoko questioned.

"The police station, it's the safest place I can think of at the moment." Mami replied quickly.

"Very well, the police station is this way, hurry!" Homura urged as she turned a corner, only to be met with the same monster from before. The girls all stopped and stared in horror as it slowly and menacingly walked towards them.

"Ok, definitely a horror movie." Kyoko quipped, albeit nervously.

"What now, Homura-chan?" Madoka asked meekly.

"…We'll have to take an alternate route, come on!" She responded, dashing down the street in the opposite direction. The girls followed as well, once again not noticing the Clara Dolls kill the monster a third time.

Homura tried her best to lead the girls to safety, but every time she thought she was in the clear, they would turn the corner and the monster would be there, perfectly healthy as if nothing had ever happened. Time and time again the Clara Dolls would kill it but it just kept coming back, Homura was getting very frustrated but she tried not to let it show.

Back in the shopping district, the young biker was still sitting on the street curve, about thirty minutes have passed and he was finally beginning to eat his ramen, now a much more mild temperature. Just as he was beginning to enjoy himself, he heard the sound of rapid footsteps approaching him; he looked up from his cup to see the six girls all frantically running down the street, zeroing in on him. He quickly stood up and moved out of the way as they all passed by, nearly making him spill his noodles.

"Hey, watch where you're running!" He shouted at them, though they just ignored him. Hey were about to turn left but apparently saw something if their looks of terror was anything to go by, so instead they went right.

"What are they even…?" He began, but got his answer when the monster came into view, walking into the intersection. "That's…!" He exclaimed in shock. He watched as the Clara Dolls attacked again, seemingly killing it, but despite that the biker still rushed to his bike and unzipped a bag that was strapped to the back. He pulled out a fancy looking briefcase that had what could only be described as a stylized roman letter Phi on it.


The girls turned one last corner, running into an alleyway that only lead into a brick wall, a dead end.

"Damn, we have to go back." Homura stated, turning around only to be stopped by a panting Madoka.

"…No… I… I can't run anymore…" She said between breaths, her one available hand on her knee.

"Hang in there Madoka, we can't just stop here." Sayaka stated, rubbing her back comfortingly.

"Seems you have cornered yourselves." It said, slowly walking towards them. The girls all backed up as far as they could, their backs were practically up against the wall. Sayaka looked around frantically until her eyes fell on a few discarded pipes. She quickly ran to them and picked two up, keeping one for herself and tossing one to Kyoko.

"Alright ugly, you wanna fight, I say bring it on!" Sayaka stated as she and Kyoko stepped forward and held their pipes up in defense. The monster just cocked its head to the side.

"Do you honestly believe you can harm me with those pieces of water irrigation?" It inquired incredulously.

"Only one way to find out!" Kyoko declared as she and Sayaka charged towards the creature, Madoka called for them to stop, but was just ignored. They swung their "weapons" at it only for them to bounce off, dealing no damage whatsoever. They pointlessly bashed at it a few more times before the creature effortlessly grabbed the pipes in mid-swing and tossed them to the side. Now disarmed, the girls had no way to defend themselves from being slammed backwards all the way to the back wall of the alley, the two riling in pain as they fit the floor.

"Sayaka-chan, Kyoko-chan!" Madoka exclaimed with concern as she and Mami kneeled down to help them. Homura only spared them a glance before turning back to the monster, without warning, four spears rained down on it, killing it yet again. This time the Clara Dolls tossed the spears from on top of the buildings, as to remain out of sight. After a moment, the spears disappeared into nothingness, leafing the corpse to just fall to the ground. She looked back at the girls, who were struggling to get back to their feet.

"Miki-san, Sakura-san, are you alright?" Mami said.

"Yeah, just a little banged up is all." Sayaka replied for the both of them.

"Hey look, the monster's dead!" Nagisa informed, the rest of them looking to see that it was true.

"Yes, it seems your little assault did the trick." Homura suggested, rejoining the group.

"But… our attacks… did nothing." Kyoko said quizzically.

"Delayed reaction maybe, at the very least it looks incapacitated." Homura insisted. "For now, let's get moving before it wakes up again, Madoka, are you still too tired to run?"

"Well, yes, but Sayaka-chan and Kyoko-chan are injured, we should help them first." Madoka replied.

"It's fine Madoka, it's not like our legs are broken or anything, we can still run just fine." Sayaka reassured, though Madoka still seemed worried.

"See, they said they're fine," Homura said before kneeling down, her back towards Madoka. "Come on, I'll carry you." She offered, much to Madoka's embarrassment.

"C-carry me, t-that's a little…" She began.

"How many times will you have to do that before you realize that it is futile?" Everyone's blood ran cold as they heard that statement. Slowly, they all looked above them, and there, standing on top of the wall that obstructed them was the Stingfish Monster, perfectly silhouetted in front of the half moon.

Before anyone could react it leaped down, landing next to its own mangled body. It stared at it for a moment before raising its hand over it, and a second later, four tentacles extended from it, lowering down to the corpse and seemingly absorbing it back into the live one's body.

"That being said, I'd appreciate it if you didn't destroy my bodies without reason, it's such a waste." It stated as it finished up "eating" its old body.

Homura's eyes widened to the size of saucers at the last statement, she had heard a similar sentence before in fact a lot of things about this creature seemed familiar to her. The constant regeneration, the "eating" of the left over body, the cold and condescending way it spoke, and even its basic color scheme. But the one thing that convinced her the most, were the pink beady eyes that stared back at her.

"You… you're an… Incubator." Homura accused, her look of shock turning into a scowl.

"Yes, that is correct, Akemi Homura." The Stingfish Incubator confirmed.

"Incubator?" Mami repeated quizzically.

"W-what are you talking about, Homura-chan?" Madoka asked, Homura stiffening up at the question.

"Well, now that you are aware of what I am, you must know what I want." The Incubator spoke up, regaining their attention. "I have come here for the Fragment."

"Fragment?" Kyoko questioned. "The hell are you talking about, we don't have anything like that!"

"Oh but you do, the being that you refer to as Kaname Madoka." It explained, much to everyone's shock, especially Madoka.

"Huh, what, m-me!?" The young girl said, flustered at the declaration.

"The Fragment must be returned to its proper place, keeping it here any longer will be detrimental to the universe." The Incubator claimed, just confusing the humans more. "Now, relinquish the Fragment to me, and I shall leave peacefully." It offered, holding its hand out as if they would literally "hand her over" to it. The girls were in a shocked silence at the incredulous offer, this thing couldn't honestly expect them to just give it Madoka; it was ridiculous. Each girl had their own words to say about the whole exchange as they glared at the unfeeling creature, but before any of them could say anything, Madoka spoke up.

"If… If I go with you, will you really leave my friends alone?" She asked, much to everyone's shock and dismay.

"Kaname-san, you can't actually be considering this." Mami said.

"You can't, it's crazy, I won't let you do it!" Sayaka added resiliently.

"But… that thing can't be killed right?" Madoka reminded. "I don't want any of you to get hurt because of me, so…"

"Stop it…" Homura practically growled, much to Madoka's surprise. "Just stop it, don't you start saying those things…" Madoka noticed her voice was beginning to shake, as if she was trying to keep herself from crying. Homura clenched her fists and shot a deadly glare at the Incubator. "Listen to me Incubator, I will never, NEVER, let you lay a single hand on Kaname Madoka, no matter what." She declared, practically oozing conviction and murderous intent.

"Homura-chan…" Was all Madoka could say that that. The Stingfish Incubator let out a sigh.

"I predicted that would be the case, very well." It said before curling its fingers slightly, causing what seemed to be a ball of blue flames to appear in its palm. "If I cannot procure the Fragment, then I will just have to eliminate it." The fireball grew in size as it said then, Homura standing in front of Madoka protectively as the rest backed away with her.

'This is bad, I've never seen an Incubator use a technique like that before.' She thought to herself as she stared the Incubator down. 'I can't risk one of the Clara Dolls, I can block it effortlessly if I were to take on my true form… but…' She glanced behind her at Madoka, a concerned look on her face. 'But… I really don't want her to see me like that.' Time was running short; the Incubator raised the fireball above its head, preparing to throw it at them. Homura had no choice, she needed to fight, she raised her left hand, a purple rhombus appearing on the back of it, glowing, about to release its power.

"Hey." A voice said from the entrance of the alleyway. The Incubator dismissed the fireball as its focus became directed at the biker, standing before it with a challenging look on his face. "Keep it down over here, you're disturbing my dinner." He said with an irritated tone in his voice.

"That is none of my concern Human, I am in the middle of an important matter, be on your way now." The Incubator replied, but the biker didn't waver.

"You know, the way you things talk… really annoys me." The biker shot back, before strapping a strange device he was holding around his waist. It was a high tech looking silver belt with a large, rectangular indent in the buckle, as well as a strange slot on the right side of said indent. Once the Incubator saw the belt, it let out a small gasp.

"That belt, could it be…" It said as he watched closely to what the biker did next. He then pulled out what seemed to be a silver cellphone, flipping it open and entering in the code 5-5-5-Enter.

"Standing By" The phone said in a computer generated voice. He then closed the phone and raised it up over his head.

"Henshin!" He exclaimed and then placed the phone into the slot and tilted it downward, placing it perfectly into the indent.

"Complete" The belt stated. Suddenly, a pattern of glowing red lines traveled all across the biker's body, and once the pattern was complete a flash of blinding light emanated from him. The girls had to shield their eyes from the sudden burst of light, and once it died down, the biker was clad in a strange black and silver suit, adorned with the same red line pattern. The suit had silver chest armor and the helmet had large yellow visors that looked like big half circle eyes and a pair of antennas. The girls stared in awe at the transformed biker, at a loss for words.

"Faiz, so the rumors are true." The Incubator said, turning its full attention to "Faiz". Faiz fell into a defensive stance, preparing himself to fight. The Incubator shifted into its "Swimming" form and charged at Faiz from the air, only to be effortlessly knocked back down by a leaping kick to the gut. The Incubator was clearly in pain from the attack, but it quickly got back to its feet nonetheless, Faiz staring it down before he charged at him, throwing a punch that was blocked by Incubator.

They begun to trade blows after that, very few of either side's strikes connected, either they were blocked or evaded with relative ease. However, the Incubator managed to land a solid hit on Faiz's head, allowing it to break his defense and land a combo that sent him stumbling back, giving the Incubator some space. As Faiz recovered, the Incubator held out his hand and a long trident made out of the same material as the rest of its body "grew" out of it. It wielded the trident with confidence and slashed at Faiz with it, he narrowly dodged the initial strike but the Incubator quickly followed up with a horizontal slash that met its mark, causing Faiz to stumble and allow for another slash to connect. Faiz backed away for a moment to steady himself and then tried to advance again, but with the weapon the Incubator was able to keep him at a distance, making it a little difficult to land a hit.

"…Hey, is this seriously happening?" Kyoko inquired in utter disbelief.

"You mean the Henshin Hero that just showed up to save us from the evil Kaijin?" Sayaka reiterated the incredulous situation they found themselves in. "As far as I can tell."

"It looks like he's having a little bit of trouble." Nagisa said as they watched Faiz get slashed across the chest.

"It sure does, fighting an armed opponent when you yourself are unarmed must be a difficult task." Mami lamented. Madoka looked worried as the fight continued to seem very one sided, Faiz getting hit with three more powerful slashes, forcing him back against a wall.

"Don't give up, Henshin-san, keep on fighting!" Madoka cheered for their savior, however she seemed to be ignored as Faiz was forced to the ground by a particularly powerful strike. The Incubator brought down its trident for the finishing blow, but before it could connect, Faiz grabbed it in mid swing and retaliated with a punch to the gut, causing the Incubator to kneel over in pain leaving him open for a kick in the face, sending it staggering back and making it let go of the spear. "Yes, he disarmed it!" Madoka said with glee.

"Alright, now it should be a fair fight." Sayaka added, the rest of the girls feeling the same satisfaction, all except for Homura who just watched the battle closely and objectively.

As the Stingfish Incubator began to recover, Faiz got back to his feet and chucked the spear at it's former wielder, only for it to be knocked to side by the recuperated monster. Faiz followed up by rushing up to it with a punch, but it avoided it by ducking under it. Faiz turned around to face the Incubator and once again they back to trading blows, this time Faiz had the upper hand and was much more aggressive then before. The sting fish managed to land two punches to his face, but Faiz blocked the third hit and countered with a punch to the gut, forcing it back. The Incubator continued to throw punches, but Faiz managed to block and evade them all, as well as land his own, it seemed to tables had finally turned.

Faiz effortlessly dodged a punch to the face and countered with a strong punch to the chest, breaking the Incubators defense and allowing him to land a three hit combo that ended with a powerful punch to the face that sent the Incubator rolling on the ground back a few feet. Faiz decided it was time to end it, flicking his right wrist and lowering his stance, preparing to dash. After a moment in that position he charged at the Incubator as it got back on its feet. Once it saw Faiz approaching it attempted to throw a punch at him, but much to its surprise, Faiz threw a powerful sidekick, connecting with the Incubator's gut, stunning him as it felt the pain from the shear force of the attack.

A few moments passed, the girls eagerly watching to see if that last kick did the trick. Suddenly, the Incubator burst into blue flames, letting out a drawn out grunt as the flames engulfed him. Faiz lowered his foot and watched as the monster burned and then, after a few moments, broke down into dust, littering the ground it once stood on.

The girls all stared in astonishment; the Incubator's death this time around was a much bigger spectacle than its previous death, does this mean that this time it would stay dead. Before anyone could say anything, the sound of a firework launching caught everyone's attention. They looked to the sky and saw the firework in question explode in the air, followed by countless others, lighting up the night sky as if to celebrate Faiz's victory.

"He… He did it, he killed it… didn't he?" Sayaka said, more like hoped.

"There's no way that thing is coming back from that." Kyoko replied, referring to the pile of ash that was once the Stingfish Incubator. Homura was still skeptical however, she had the Clara Dolls survey the area for any sign of the regenerated Incubator, but much to her shock, they found nothing, the Incubator, as far as she could tell, was in fact dead.

After watching the fireworks for a moment, Faiz turned his attention to the group of girls he just saved. They all seemed a little nervous at the sudden attention; they couldn't really tell what he was thinking from behind that helmet. Homura just glared at masked warrior, doubt and suspicion clouding her mind, recalling what the Incubator had called him.

"Faiz…"


A/N: And there you have it, the first chapter to my KR555 x PMMM crossover. As you can see it takes place post-Rebelion and throughout the fic you'll be seeing my interpretation of how the new universe Homura created works, the main points being none of the girls fight as Magical Girls anymore and live "normal" lives, while Homura commands her witch minions to fight the Wraiths. As for the Incubator that appeared in this chapter, what I'm basically gonna be doing is have the Orphnochs from 555 appear in the story as Incubators, combining the attributes of both species to give my own interpretation of how their society and hierarchy work, more on that in later chapters. Well, I hope you guys enjoyed it, until next time, and be sure to R&R please.