Disclaimer: I don't own shit.

Author's Note: (Original) Picked up Madoka Magica Portable today and (Despite the fact I can't understand shit) I'm likin' it! Little ditty I thought up after reading into the game. Apparently... you can fight everyone's Witch Form. Mami is no different.

(Rewrite) I'll admit I wrote this before I had a firm grasp on Mami's character, so I've decided to clean it up some.

Fighting Myself

Ooooh... what's the use? Why do I fight anymore?

Friends?

Family?

Loved ones?

I don't have those anymore... The only person I ever dared to love is de-

No.

I won't cry anymore.

I'll shed no more tears for the deceased.

Her death will not make me weak.

Her death will not make me despair.

Her death will not turn me into one of them.

-Earlier-

"So let me get this straight, Twindrills... you're trying to tell me that you're not afraid to do the deed... just afraid that you considered doing it for a moment." One voice spoke as two figures walked amongst the shadows of the Mitakiharan night. The second voice, one of reservation and calm words, gave a little laugh at the first's words. The first figure, dressed in red, walked backwards as her words pierced the girl's ears, while the second, dressed in white, simply shook her head slowly.

"You can think whatever you wish to think, Sakura-san. The point still remains the same, I'm not going to do it." The second figure answered the first with a calm collection in her voice, her steps never faltering.

"What's wrong, Twindrills? Scared of a little indecent exposure?" The first grinned, fangs glistening in the dim, artificially lit street, the white lights above them blinding the smaller creatures.

"Let me think, Sakura-san..." The second figure mused, blonde hair blowing in the stiff wind. "I can stay a free woman, protecting the beautiful city of Mitakihara and all it's inhabitants from the evil that calls this city home... or I could spend the night in jail for walking about the streets in the nude." She thought for a few seconds, but the first figure got the impression it was more sarcastic then practical. "No, Sakura-san, I think I'd like to stay out of jail for the night, thank you very much." Kyouko Sakura, the first figure, gave a hearty laugh, one hand giving the other figure, Mami Tomoe (whom she affectionately referred to as 'Twindrills', due to her unique hairstyle) a firm, if loving, slap on the shoulder.

"That's what I love about you, Twindrills!" She bellowed, her smile wide and open. "Such a sense of humor!" However, amidst her laughter, something twinged in the back of the girl's skull... a feeling she could tell was reflected by the other. "Hey Twindrills?" She asked plainly as her laugh died. "Do you feel that?" The blonde woman closed her eyes and gave a slow nod.

"I do." Kyouko smiled to the girl, which caused Mami to shake her head. "Sakura-san, no. No!"

"Come on! Just one more tonight! One, I promise!" Mami scowled at this. Dammit, this was what she hated most about Kyouko.

"Sakura-san, no! This is supposed to be our night out! It's supposed to be you and I, a nice restaurant and a movie theater! Witches do not factor into my night!" Kyouko practically dropped to her knees and pleaded.

"C'mon, Twindrills, it's just one. It doesn't feel very strong. We'll be in and out before you can say Rumplestiltskin!"

"Sakura-san, you wanted to have dinner and go see a movie. We're already running late because of you, do you really want to risk missing the movie for some itch?" Mami asked, crossing her arms.

"Yes." Came Kyouko's response. She should have seen it coming. Mami didn't even have to ask, but yet she felt obligated to give her the benefit of the doubt. Kyouko shrugged. "What can I say, Twindrills? I've got a fever, and the only prescription is more dead Witches." Mami rolled her eyes at this. Once again, their date might very well end with Kyouko's itch to kill witches overshadowing her sanity. One of these days, her bloodthirst is going to get someone killed. Mami didn't know when. She didn't know how. But it'll happen eventually."

"Okay okay okay." Mami finally caved, shaking her head in disbelief. "We'll get rid of this one, then no more, alright? You and I are not canceling our date, just because you don't want to put your job down for an evening."

"Fine fine, Twindrills. We won't cancel our date. Not that I'd want to put that pretty face on hold for very long." Kyouko smiled, nuzzling Mami some. "Besides! You had a hard day at school! See it as a way of blowing off steam."

"Need I remind you, Sakura-san, that each and every Barrier we enter could very well be our last? That this isn't recreation, but a job to be taken very seriously?" Kyouko gave a great roll of her eyes.

"Jeez, Twindrills, you sound just like Homu." Mami gavea slight titter at this.

"That's because she's right, Sakura-san. And I'm going to tell her you called her 'Homu' again when we get back."

"Aw, come on, Twindrills! Don't do that! She'll give me one of those freaky-ass stares!" Looking down an entrance to an ally, Mami noticed the distinct distortion of a Witch's Barrier behind a dumpster. The pair checked their surroundings before disappearing into the Barrier, the invisible portal shimmering unseen by anyone outside. With a smile and a chuckle, Kyouko looked about.

"Well, Twindrills?" She held her ringed finger out, the ring turning into a egg-shaped gem. "Time to get to work." In a flash of crimson light, Kyouko's red t-shirt and blue jeans disappeared, replaced by her long red dress and spear she used to combat the evils beneath Mitakihara. Shaking her head and a little disappointed at her friend's eagerness, Mami transformed much in the same way, an amber light heralding her transformation. "I bet I get the killing blow on this one."

"Sakura-san this is not a race. Nor is it a gamble." Mami chided as the two started down the halls of the Barrier. Kyouko made idle chat as the two walked slowly thorugh the halls, looking around at the dim and dismal surroundings of the Barrier.

"Eesh... this is one of the less vivid Barriers I've been in in a while... so gray and dark..." She poked at a wall, her hand vanishing into some kind of dark, soupy mess. "Almost as bad as the one yesterday..."

"Please, Sakura-san... I'd rather not think about that barrier..." The two had arrived at a Barrier just in time to save Sayaka, one of their friends and fellow Puella Magi, from a most horrific end. Kyouko chuckled to herself as she thought about that day.

"C'mon, Twindrills. Band Girl was happy we stepped in."

"Don't call her that. You know she hates that name." Kyouko laughed at this.

"Man, no one likes my names. You just tolerate yours." She answered, her head whipping around a corner to check the surroundings out. "Man, is this one dead Barrier... Where are all the familiars?"

"You did say it didn't feel strong. Maybe this one's not made any familiars yet." Kyouko laughed at this, putting her spear on her shoulder in a very arrogant fashion.

"And you were worried we were gonna miss our movie." She scoffed at this, her eyes popping open. "Oh hey. A door." Waggling her eyebrows at Mami, she advanced. "You know what doors mean." Doors usually meant Witches. Twisting the handle, the small door swung open, revealing what appeared to be a child's bedroom, toys strewn about every which way. Kyouko whistled at this, the small lump of person in the middle curled into a ball, sobbing uncontrollably. "Man that is a tiny Witch."

"Careful, Sakura-san. The last 'tiny witch' we fought almost made a snack of me." Mami mused, remembering in shrill detail the time where she was almost a snack for a Witch. Kyouko chuckled at this, but for a different reason. If not for that Witch, the pair of them would have never gotten back together, or started dating for that matter. Kyouko stepped forward into the room with Mami quick in tow.

"HEY! Cry baby!" Kyouko shouted, the lump stopping all motion. "Sakura-san and Tomoe onee-chan are here to end your misery." Sobs poured from the lump in the center, a hallow cry that sounded so... so full of sorrow.

"Nee-chan...?" The Witch moaned through her tears. "Ooooh... why have you forsaken me, nee-chan?" Her voice was eerie and piercing, one that made Mami shudder. "I waited... and I waited... Oh how long have I waited?" Her words were so filled with anquish that it made both the Puella Magi hurt. "I waited, and you never came..." Her next words were filled with hate... malice. "I waited! And I waited! And you didn't come! You told me you'd come for me and you didn't come! YOU DIDN'T COME!" Kyouko looked slowly to Mami, fear in her eyes.

"Hey Twindrills?"

"Yes, Sakura-san?" She answered carefully, neither of their eyes leaving the lump of a Witch.

"Next time I think it's a good idea to piss off a Witch..." She paused, staring at the Witch as it slowly stood, it's hands stretched with long, lethal looking claws and short; if not lean legs. "Remind me to NOT piss off a Witch." Mami gave a little nod at this.

"Noted." As the Witch faced them, it's eyes stained with blood red tears running down it's face and cheeks. It's tattered clothes made it look young; possibly ten or eleven. "Oh... oh my..."

"Ho damn! That is not right at all!" Kyouko finished what Mami was fixing to say.

"WHY DIDN'T YOU COME FOR ME, NEE-CHAN!?" The small Witch wailed, charging Mami and Kyouko. Thankfully, the two girls were fairly spry, able to get out of the way.

"God damn!" Kyouko shouted, barely dodging a strike from it's claws. She was a small Witch, with frightening speed, able to outrun Kyouko so she couldn't get close, and able to dodge most of Mami's shots, most simply dissipating on the shag carpet or the wall. Mami made the unfortunate mistake of standing in one spot.

"I want a piggy-back ride, nee-chan!" The little Witch shrieked in it's eerie voice, leaping onto Mami's back, claws cupping her eyes so she couldn't see. Mami flailed around for a moment, trying to get the small Witch off her head.

"Sakura-san! Sakura-san! Get this thing off me!" She struggled to try to pull it off, but she couldn't get it off her head, she didn't have the strength in her arms at that angle.

"Hold your horses, Twindrills, I'm comin'." With a running leap, Kyouko jabbed with her spear, hoping to turn the Witch into a memory. In a puff of smoke, the Witch vanished, leaving nothing but a childish giggle in her wake. Mami regained her balance as she formed another few muskets in her hands. She started turning around in all directions, hoping to not get jumped again. "Where are you, you little piece of shit..." Kyouko muttered. Mami was busy looking around to prevent being pounced again. The Witch's eerie laugh came from all angles as the pair frantically searched, Mami swallowing hard.

"Keep your eyes peeled Sakura-san..."

"Noted..." Kyouko echoed, even if it was unnessecary. Suddenly, from behind, the little Witch pounched on Kyouko's back. "G-ph..." She grunted. "Twindrills! Gimme a hand!" Little claws grappled at the red gem on Kyouko's chest, eventually dislodging it from it's slot. "Oh no! No no no! That is not for you!"

"Sak'ra-san brought me a kinder egg! Wonder what's inside!"

"You put that down!" She made a motion to snatch the gem from her hand, but she was too fast, retreating to the back of the room. "No no no no no no no! Twindrills!"

"I know!" Mami responded, taking aim. "Gah...! I can't, I might hit it!" The little Witch flailed the Soul Gem about.

"I wonder what's inside!" She raised the gem over her head and began to look around inside, trying to see if anything was in it. She gave a little gasp. "I see a prize inside! Goody goody! It's all mine!" Kyouko had no time to react. Mami fired once, the bullet striking the ground in front of her. With a happy squeal, the Witch jumped into the air a bit, and threw the red gem onto the ground as hard as she could.

Crash! The sound of breaking glass was an arrow through Mami's heart. Kyouko slumped onto the ground in a second, red fractals of gem scattering about the room. With a brilliant red flash, Kyouko's vibrant red combat uniform disappeared into the red dress she loved so much... the one Mami got her for her birthday.

"S...Sak-" Mami could bearly talk as she watched, the little Witch clapping and bounding about happily in place. "Sak...ur...a...san...?" She took a dozen or so uneasy steps towards the body of her friend, confidant and for the last three weeks, lover, and dropped to her knees. "Sakura-san...?" She continued, picking up her lifeless body in her arms, shaking her a little. "Sakura-san!" She shouted again, tears welling in her eyes. "Kyouko! Answer me!" She shook her more, hoping that the jostle would bring her soul back to her body.

"Nee-chan! Nee-chan! Look! My kinder egg came with a surprise!" The Witch cried happily, as if this was a game to her. A game. A game with one winner and two losers. She gasped again. "Another kinder egg! My lucky day!" She started running towards Mami, hand outstretched to the Soul Gem atop her head, balanced right on the side of her hat. Gently laying Kyouko back to the carpeted ground, she stood. Lightning reflexes snatched the little Witch's hand, pulling her into mid air, right in front of Mami's face. "Leggo, nee-chan, you're hurting me!"

"You..." Mami began, the color draining from her eyes and cheeks, both turning into pale visages of their former shades. "Took her... from me..." She continued, her voice a low, droning shadow of what it once was. "Snuffed her candle out... in the prime of her life..." Lifting her up, an unknown fire filled her. "Give her back..." She growled.

"No! My kinder egg!"

"Give her back to me..." Her voice had begun to waiver as she slowly teetered on the edge of tears. The Witch shook her head defiantly, and as if she were the girl's parent, pushed to the edge, snapped. "I SAID GIVE HER BACK TO ME YOU PIECE OF SHIT!" Raising her hand up, she summoned all of her strength and no small amount of her magic and slammed the little Witch, easily small enough to be a seven or eight year old girl, full-force into the ground. She gave a groan against the impact and began to try to crawl away.

"Nee-...chan..."

"NO!" Mami shouted, slamming her heel hard onto the Witch's lower back, the form twitching from the impact. "You STOLE my Sakura-san from me! Snatched her right out from between my fingers!" She barked, standing on the Witch's back. "I want her back... and I'll pry her from your cold dead corpse if I have to!" She raised her other heel, and brought it down onto it's head. "You STOLE her from me!" The emphasis of her sentence was punctuated by her boot heel landing on the Witch's head. "You STOLE her from me! From ME! TORE her to shreds! SNUFFED her out! You BROKE her like a TOY! SMASHED her to little BITS!" With each word of power, her foot came down, harder then the last time, smashing the Witch's skull into the carpet more and more. "Give her BACK! Give! Her! BACK!" She wailed, the once-blue carpet now a deep crimson.

Her foot tired from the punishment, her boots now red as well as most of her lower body. The Barrier, however, still held, as life clung weakly to the little Witch's lithe, but durable form. A musket dropped out of Mami's skirt, an angry hand snatching it up. Tossing the ivory weapon into the air, a skilled hand took a light but firm hand on the weapon's muzzle, brandishing it like a club. Bringing the club up, she brought it down on her head, blood splattering the carpet once more. "Bring her BACK!" She shouted once again, a sentiment echoed with each blow she would deliver.

Mami pummeled the Witch with her musket for an hour and fifteen minutes before the Barrier finally dissolved, dropping the sobbing woman out into the street. As the final blow was struck, the small black seed dropped to the ground with a happy 'ting'. Bellowing like an enraged norse Valkyrie, Mami shattered the seed with a final hit, growling a pained, anguish-filled cry into the night air.

-Three Days Later-

Mami had shut herself in her apartment for the last three days, cutting off all outside communication and refusing to go outside, even for school. Door locked, bolted and barricaded, Mami sat on the third day, and penned what would be her last words on earth.

'I'm sorry. For everything. You look up to me as a teacher... a mentor and a friend... and I failed you on all accounts. I'm weak... pathetic. I couldn't even keep Kyo-' She stopped writing for a moment as she struggled to write her name out. 'I couldn't even keep Kyouko alive... how am I supposed to keep the rest of you alive? She trusted me... and I failed. Kaname-san... Akemi-san... Miki-san... No doubt you will find this note tucked away in some back corner of the Barrier I'll inevitably create... I just want you to know that I'm really... truly... honestly sorry. For everything. If not for my weakness... Sakura-san would be alive... and I would have no need to pen this...

'Don't mourn me. Don't bury me. Don't remember me. I'm nothing... remember Sakura-san... why she died... who she was to you. I've left a gift for all of you... please take it and... if you choose to ignore my request to be forgotten... please hold them close to your heart.' At this point, she looked at the once-amber gem on the table before her, the swirling darkness a sign of her fate. 'It's black now... I can almost see the Grief Seed forming with each stroke of my pen. All I wanted was friends... to be the center of attention of a group of people I could call friend... and now... just like Kyouko... the flame of my candle is fading...

'I love you all, never forget. Please... forget me. Forget this useless little candelero burning in a world too dark for her flame to be seen...' As Mami sat the pen down, she pulled the ribbon from her neck, and tied it onto the Soul Gem before her watching cracks form across it's surface. Candelero...

Candelero...

Kkkk-kkkkkkkkkkk-! KSH!

-Everywhere; yet nowhere-

Amber eyes opened abruptly, scanning the room they were in. Slowly, painfully, a figure sat up from where she was. The figure of Mami Tomoe, still dressed in her Witch-Hunting garb, sat off the fainting couch at the base of the stairs and looked about. She was in a mansion, sitting on a plush half couch at the base of a majestic set of stairs. From a room over there came the tinking and clattering of tabelwear against ceramic, along with soft, sweet voices speaking to one another.

"More tea, Lady Rose Blossom?" A gentle voice called.

"Thank you, My Lady..." A second voice, who Mami could only believe belonged to this 'Lady Rose Blossom' answered. There came the sound of tea pouring into a cup.

"H-hello?" Mami called weakly into the house. A slight pause.

"It would seem your guest is awake, My Lady." A third voice answered, a little grunt proceeding.

"It would appear so!" Another slight pause. "Please! Come into the dining room! You're just in time for tea, Empress Twindrills." Mami inwardly rolled her eyes, but went with it. She slowly started towards the direction of the voices, five figures at a large table, all passing food and drink to one another. Was this a... tea party? Mami took her seat and spied four very familiar faces...

"Akemi-san? Kaname-san? Sakura-san, Miki-san?" The named people, or who she THOUGHT were them, simply looked at her, then smiled. Sure as sunshine, they were exact copies of Homura, Madoka, Kyouko and Sayaka, but dressed much fancier. Homura was wearing a western-style queen garb, her hair pulled into two long pig tails, red half-frame glasses framing her face. Madoka was dressed in a very lovely pink dress, her hair folded into a single pony tail. Sayaka was dressed in a more masculine outfit, her blue doublet and elegant silk pants adding to her regal feel, the crown on her head solidifying it. Kyouko, on the other hand, was dressed like some queen from a candy kingdom, her dress made of toffee and her hair held up with chocolate covered pretzle sticks.

"I'm afraid I've been rather rude..." The fifth figure, her face obscured behind a fan, spoke, her elegant blue and yellow dress draping acros her body perfectly. "Empress Twindrills, I'd like to introduce you to Lady Rose Blossom..." She motioned to the Madoka Clone. "Current ruler of Cherry Blossom Land." Lady Rose Blossom bowed in her seat. "This is Princess Two-Tails, Crown Princess of the realm of Chronus." She moved on to the Homura Clone who, like the previous one, bowed. "You and the Leader of Candy Land, Lady Licorice Whip, are good friends, if I recall correctly..." She gave a hand motion to the Kyouko Clone, who smiled and nodded. "And of course, our newest guest, Baroness Sapphire of the land of Beethovia." The Sayaka Clone bowed as well. "I'm so glad you could finally come, Empress." This was a sentiment shared by everyone assembled.

Something was off about this... Mami looked about, at the woman who's face remained hidden behind her fan, whisps of blonde hair dangling from her bonnet.

"You'll not be offended, I pray, if I ask you my host's name?" Mami tried, picking up a tea cup.

"Of course not, dear... I'm afraid my invitation was rather vague... I apologize." A growing feeling of unease filled Mami as the woman stood, snapping her fan shut. Behind the fan was a visage Mami had seen very recently. This morning, actually... in the mirror. Under that blue bonnet was herself. "I am Mistress Candelero... owner of this fine estate. I welcome you to my humble home.

This revelation should have both shocked and revolted Mami but... as she saw Lady Candelero's face.. she couldn't help but feel at peace... which in turn made her feel even more uneasy. Something wasn't right. Just a few seconds ago, she was on her deathbed, fixing to turn into a Wit-

"Oh..." Mami mused, looking down at her tea cup.

"Are you alright, Empress? Is the tea not to your liking? Lady Licorice Whip said it was your favorite..." Mami took another uneasy sip.

"No... no the tea's... divine, actually... thank you. It's just..." She debated wether or not to tell her. "May I be frank, Lady Candelero?" Candelero smiled.

"I'd be insulted if you were anything but." Mami inhaled a little and came straight out.

"Am I dead?" Candelero gave a little smile, one of calm reassurance.

"Yes." She answered simply. "And no." Placing her teacup in her saucer, she set the whole ensemble down before her. "Mami Tomoe is dead, yes... but you... you continue to live on."

"As a Witch." Candelero took a long time to answer, but finally nodded.

"If you so choose to call me as such... I shant fight you." She picked up her tea again and took a sip before setting it down. "Think of it like this, Empress..." Candelero began. "Just like a girl must grow into a woman with time... so too must a Puella Magi mature. Think of me... not as your enemy... but as you. I won't harm you. I won't fight you... I only want what you do... companionship. Lady Rose Blossom, Baroness Sapphire, Princess Two-Tails and Lady Licorice Whip are great friends but... but you... You and I have so much in common."

"The others...?"

"Shades, I'm afraid. Memories." She paused. "Unrealized fantasies, actually... they appear as you saw them in life." Another nod. "I hope this helps. I don't want anything, Empress... I only want friends... I don't want to kill anyone... I just want..."

"Friends..." Mami spoke together. Candelero smiled.

"Yes... yes you understand...So, Empress Twindrills... will you stay? Have tea with us for eternity?" Mami looked over these people, then a light smile came to her lips.

"May I have a biscuit please? She asked, Lady Licorice Whip handing her the biscuit plate.

-In Passing-

They say that when you go into Apartment 2-C in a certain complex in Mitakihara... you can hear the distict sounds of laughter and the clanking sound of fine china against itself, even with the door closed. Once Mami failed to pay the rent, a new tenant was in 2-C in two weeks. Before long, even with the Barrier... 2-C would become a famous place for the destitute to go... lured in by the smells and sights of beauty and tea. Into a Witch's Barrier. Where they would never want to leave.