Hello all and welcome to another story. This time I'm branching out to Madoka Magica. This will take place after the anime and before the movie. This piece is basically smut so not much to say about that.

"Blah" — Speech

'Blah' — Thoughts

[ Blah ] — Text

*Blah* — Sound effects in speech

(Blah) — Author's notes

Disclaimer: I do not own any characters of Puella Magi Madoka Magica.

A pale humanoid creature scuttled along the building walls. It stops and turns its head from left to right. Suddenly, it senses a flare of energy from one of the building and instinctively jumps upwards.

Fwoosh

A violet bolt of energy speeds through the area where the creature was a second ago.

Homura watches as the creature jumps away. "Tsk." She accessed the telepathy link with two girls. I missed the target but it's moving toward your position Kyoko. Mami regroup with me and we'll flank the wraith.

Mami was the first to respond, On my way Homura.

Gotcha. Damn Homura you're off your game today.

Homura ignores Kyoko's teasing and chases after the wraith. After jumping from building to building, she feels Mami's energy by her side. A few moments pass by before Mami talks to Homura, "Are you okay Homura? Normally you wouldn't miss."

"Hmm... This wraith is different from the others we encountered."

Oi, where are you girls? This ass is tougher than the others.

Mami and Homura both quickened their pace. After several jumps, they have reached to Kyoko's location. In the distance, they see Kyoko engaging the wraith. Or at least she is trying; the wraith is jumping around and not giving Kyoko the chance to hit it.

"Stand still you little shit." Kyoko raged. She was able to clip the wraith's head, forcing it to jump back and snarl at the redhead. Homura and Mami jumped down and joined the spear-wielder. "Took you ladies long enough."

Homura narrows her eyes, "It's not running away. No matter; it won't run and we can finish it here."

The blonde was staring at the creature, "Do you have a plan?"

Her mind goes into overdrive and she switches back to the link. Kyoko, how big can you make your barrier?

Right now, about a story high and a street wide.

Good, Mami can you trap it with your ribbons?

I believe I can.

For some reason, the wraith has its attention on Kyoko. We'll use that and bait it. When it gets close enough, Kyoko will raise her barrier. Inside, Mami will use her ribbons and entrap it and I'll finish it off. Are the both ready?

Kyoko flares her fang, Using me as bait eh? Nice plan

Mami nods. All of this happened in one second as the creature roared and jumped toward Kyoko. All the girls dodged as the creature soared past them. Recovering quickly, the wraith starts to bounce all over the area.

"Shit he's going too fast."

Homura is off to the side and tries to follow it. But all she can see were the after-images of it. The creature took another swipe at Kyoko. Luckily, she had her spear up, but the force still pushed the lancer a considerable distance away from her original position. The creature went back to bouncing around the area.

"Kyoko!" Mami summoned her muskets.

Wait! Mami paused, anxiety all over her face. Homura can see it; it may be fast, but it has a pattern. She points a part of the building. There! Shoot there! Mami listens to her lead and fired at the part of the building. With it destroyed, the wraith lost its footing and falls down.

Now! All the girls converge together on the area the wraith broke the street. Kyoko clasps her hands together and a barrier of red diamonds formed around them. Before it can recover, Mami thrust her hand out and yellow ribbons shot forth and entangled the creature. Homura materializes her bow and took aim. Before she could fire, the wraith opened its mouth and shot a black ball at them.

The ball flies through the air and explodes into gas as it reached their location. Homura was able to jump out of the way, but the other two couldn't move because of their magic.

"*Cough* Homura *Cough* shoot that fucker!"

Homura took aim again and violet energy gathers in the shape of an arrow. After a sufficient of energy was collected, Homura released the bow string and the arrow flew true. The arrow pierced the wraith's head and it gave one last cry as it dissipated into nothing. In its place are a large amount of grief cubes. With the threat gone, Kyoko dropped the barrier and Mami used her ribbons to fan away the gas.

After the gas is gone, Homura walks up to them. "Are you two alright?"

Kyoko waves her hand, "I'm good."

Mami smooth any wrinkle from her outfit. "Aside from coughing, we are alright. What about you?"

"I only took a whiff before I got out." Homura looks at the area where it was. "It seems to be a diversionary tactic since there are no effects."

"It seems so."

"Ahh its fine. Its dead and we won." Kyoko walks over to the grief cubes. "I'm hungry so let's go back Mami."

Mami smiled and shook her head. She jolted suddenly, "Oh, Homura, would you like to come over and review over this?"

Homura normally would normally decline the offer, but this time, "Sure."

. . . . . . . . . .

Mami's Apartment

"That cake was tasty Mami." Kyoko rubs her tummy.

"Thank you." Mami smiles and collects the plates to clean them.

Homura was tracing the edge of her tea cup as she watches them. They were talking about their performance and about the unusual wraith. Kyubey was there as well to listen about this new wraith.

Mami was walking back toward them but she clutched the lower stomach. "Ah!"

Kyoko was on her feet in an instant. "Hey Mami are you—" She hissed as she bent over and clutched her lower stomach as well.

Homura got up as well but she wobbled a bit. Whatever is happening to them also triggered their transformations. She starts to feel hot and her clothes feel too tight. It seems that Homura is least affected as both Mami and Kyoko are moaning loudly. All of sudden something is pitching a tent in front of their skirts.

Homura looks at the white alien, "What is going on Incubator?"

"How interesting, this might be caused by the gas you girls mentioned earlier. Where did you first spot it?"

Homura tries to think with the haze clouding her thoughts. "I... spot it at... the... red light district?"

"Interesting. Maybe that's the reason why all of you are acting like this since both Mami Tomoe and Kyoko Sakura took the brunt of the gas. Your libido is high but not as high as those girls. Had you stayed in the gas any longer then you would have grown a male genitalia as well."

Homura's mind is starting to spiral, "What can we do?"

"By my observation, I think the best solution is to vent all of that energy via intercourse."

Homura just stared at the alien in front of her; that thing just suggested that they should fuck. She turns to look at the duo, but they're gone. She sees a piece of clothing leading to the bedroom. Sparing one last glare at Kyubey, she begins her way toward the bedroom.

"Good luck."

Homura ignores it and staggers her way, using the wall as support. She can see more clothes strewn about on the floor. As she reached the opened doorway, she is met with an erotic sight; Mami has her back on the bed while Kyoko's face was all over Mami's crotch.

Kyoko was stroking Mami's shaft while licking all over slit. "God, you're so delicious, Mami."

"Mnh." Mami was too busy moaning and groping her breasts to respond. They must have been going for a while as Mami cried out, "Ah! Kyoko! I'm about to..."

Kyoko slides her mouth up and then engulfed Mami's cock.

The unexpected simulation made Mami thrust her hips upward and explode. "I'm cumming!" Her cock and cunt pulsed as juices flows out.

Kyoko's throat bulged as she swallowed every spurt. After Mami stopped, the redhead pulled back with a pop. "That was sweet."

Kyoko straddles on top of Mami with her girl-cock nestled between Mami's tits. "Push your tits together." Mami held her tits together and trapped the member. "Yeah, like that." Kyoko cooed. "Your tits are so soft Mami." Kyoko rolled her hips to move her shaft in Mami's pseudo-tunnel. The tip was poking the ribbon-musketeer's chin. "Hey, use your mouth too."

Mami obeyed her, letting the tip enter her orifice. Then she had a thought; she flicked her tongue on the underside of the tip.

Kyoko gasped, "Oh! Do that again." Mami does one better; she swirls her tongue all over the tip. The sensation was too much and Kyoko thrust her hips faster "I'm close!" After several more forceful thrusts, Kyoko came. "Ah shit! Don't waste a drop!" She spewed copious amounts into Mami's waiting mouth. "Don't swallow it yet."

Kyoko bent forward and captured Mami's lips. They trade Kyoko's semen between each other. After several second of their lip lock, they separate.

"Hah, you're right it does taste sweet."

Kyoko smirked, "I know I am." They both chuckle.

As this was going on, Homura was on the ground sliding her hand on her clothed clit. The sight is destroying her control and sanity.

The older duo finally notices the girl on the floor. Mami is the first to speak, "Oh my, I think our kouhai needs a little help. Should we help her?"

The redhead bares her fangs, "Yes."

"Homura why won't you join us?" Their members are still rock hard.

Homura needs to get out fast. All she needs to do is walk the opposite direction. She gets up and walks... toward them. Fuck. She staggers her way and finally made it to the bed. Mami cups Homura's face and leans in to kiss the raven-haired girl. Homura moans into her mouth as she feels hot all over her body. She then feels Kyoko's mouth on the back of neck and she moans even more than before.

Mami and Homura separate from that intense kiss with Homura panting as her eyes become unfocused. Kyoko and Mami maneuver themselves to be in a comfortable position. Now Mami is on her back again with Homura's face near the musketeer's crotch and Kyoko was behind Homura. With Mami's musket in front of her face, the archer tries to cling onto logic. But Homura gave in to the lust and swallowed it, eliciting a moan from the blonde. Homura bobs her head up and down on the length.

RRRip

Homura gasps as cool air hit her exposed panties; it seems Kyoko ripped her tights. "Oh wow," Kyoko chuckled and stroked the wet area of Homura's panties. "You're really wet." Kyoko then pulled the panties down to rest her spear in between the archer's ass. She kneads Homura's ass and saws her cock back and forth, the tip poking the tights.

Homura's mind has spiraled down as she can only think of pleasure. More, more. She unknowingly sent that thought across to the older duo, forcing them to speed up their ministrations.

"Fuck, I'm going to cum."

"So am I."

With one last thrust, Mami fills Homura's mouth and Kyoko cums all over her ass and tights. Homura tries to swallow as much as possible but some spills out. Mami fortunately pulls out of Homura, allowing her to gasp for air. She hears some shuffling and look up to see the both of them still hard. Homura unconsciously licks her lips.

. . . . . . . . . .

20 Minutes later...

Kyoko and Homura are in a 69 position while Mami plunges her girl-cock into Homura's core.

. . . . . . . . . .

.

Kyoko is riding Mami's dick while Homura was grinding her vagina on the musketeer's face.

. . . . . . . . . .

.

All three of them are in circular position eating each other out.

. . . . . . . . . .

.

Kyoko fucks Mami from behind while Homura deep throats Mami.

. . . . . . . . . .

Kyoko watches Homura slowly sink down on her turgid member. She can feel Homura's slick and cum-filled walls wrap around her tool. "Fuck Homura, you're still tight." The raven-haired teen just moans in response.

She involuntary clenches as she felt something poke her backside. "It's alright," Mami soothed. "Relax and everything will feel great." Homura follows her advice and try to relax as much as possible. She lightly grimaced as she can feel Mami's rod enter inch-by-inch. With Mami bottomed out, the duo waits for Homura to adjust.

It didn't take long before Homura moaned, "Please, fuck me." This compels Mami and Kyoko to ravage the archer. Homura cries out in ecstasy with both of her holes are filled.

"Oh Mami, I can feel your dick moving her walls."

"Mnh, so do I."

Homura can feel it coming. "I'm about to cum."

"I'm about to as well." Mami added.

"Let's do it together then." Kyoko and Mami both slam their cocks faster, hoping to reach nirvana together. Homura clench her walls as her orgasm electrified her body. This in turn triggers Mami's and Kyoko's climax and they buried their lengths as deep as possible into Homura; their cocks pulse spurts of cum, filling her completely.

Homura and Mami fell down on Kyoko in exhaustion. It seems none of them notice that the cocks faded away. After several seconds, Kyoko groaned, "Crap you girls are too heavy. Move your asses." They shuffle around the cum-soaked bed and got in a comfortable position; Kyoko was on one side, Homura in the middle, and Mami on the other side. All of them dozed off in blissful exhaustion.

.

And Fin.

Man, that took way longer than expected but it's done.

Now for some notes:

-Sorry for the impromptu action scene but I had to find an excuse for the dicks. Also, I'm stretching a bit that Mami and Kyoko would listen to Homura.

-Sorry that Mami doesn't speak a lot.

-I honestly don't know how Homura would act in that situation.

That's that.

Thank you for reading

Constructive criticisms are appreciated

Bravo Tango out.

Somewhere

In a room there stood two figures with a transparent panel in front of them. One of the figures has pink hair and gold eyes. The other figure has blue hair and eyes. Both of their faces are tinged pink.

The pink-hair had her hand on her mouth. "Oh my."

"Holy shi— uh shiz." The blunette bites her fingernail, 'C'mon Kyoko, couldn't you keep it in your skirt? And you did it with transfer student?'

The pink-haired sighed, "Well, there's not much we can do but watch. Hopefully this was a unique situation and it won't happen again."