Nightfall

by Furious Anomaly

As a Walpurgisnacht approaches their home town at alarming speed, a Witch hunting duo must do the impossible to keep the Walpurgis from becoming too powerful to kill: rally their fellow Puella Magi, and, somehow, convince them to trust each other.

"Walpurgisnacht," Shea said with weight, gesturing to the image on her laptop's screen, "A Witch so powerful, it is capable of causing damage on a scale many would consider apocalyptic – possibly even threatening the structure of reality itself. This one has been on a bit of a spree over the last few weeks, travelling from city to city, feeding quietly and growing in power."

"Let me guess," Katrina sighed, tossing her Soul Gem to herself absentmindedly, "It's coming here next, and..."

"...we're its last stop before it becomes too powerful to kill, yes," Shea finished, "Not through conventional means, at any rate."

"Ideas?" Katrina asked as she got to her feet, allowing her blood crimson Soul Gem to wrap around her finger in ring form as she searched the kitchen for something to eat. Shea shrugged, and scratched her grey tabby, Beth, between the ears.

"Kill it. The longer it has to feed, the more powerful it becomes, and if we let it slip past us, or worse, die trying to stop it, then it'll have the chance to consume more human souls than you or I can count. After that, even if the next Puella Magi it encounters are willing to work together, they may not be able to face it down. The two of us may work together, but if you do a bit of searching, you'll see that teaming up isn't common among Magi, and solo, even an incredibly powerful Puella Magi would be torn apart in moments."

"I got that, genius. I was asking if you had any idea as to how we'd pull something like that off," Katrina growled as she found the fridge barren.

"Rally Magi," Shea continued, unperturbed as she pulled up her notes on local Puella Magi, "And get civilians out of the city, both for their protection and to prevent the 'Nacht from feeding on their positive emotion while we fight it. Last thing we need is for the monster to start regaining strength when it's nearly dead. Oh, we should probably stockpile Grief Seeds if we can – I know you don't need them as often as other Magi, but we're talking about a cooperative effort."

Shea hesitated, then frowned.

"Katrina, I know what you're thinking, and don't be stupid! You can handle Witches on your own, yes, all well and good. This is not a Witch – it's a Walpurgisnacht. Reality ender, god bender, remember? Even the two of us working together don't stand a chance."

"I just don't like the idea of working my ass off to get Grief Seeds, just so I can give them to a bunch of whiny little ingrates and bickerers," Katrina sighed, "The Magi in this town aren't exactly..."

"...cooperative, I know, but we need to try. A lot, and I mean a LOT of people will wake up kissed by a Witch if we don't succeed."

"She's right, Katrina."
Katrina nearly jumped out of her skin, and whirled on the place where the small, catlike creature had materialized; its soft, white fur glistening unnaturally, its pink, albino eyes unblinking and in possession of a burning, calculating intelligence. Beth growled, and quickly scampered away when she caught sight of it.

"What do you want, Kyubey?" Katrina asked bluntly, abandoning her search for food so she could keep an eye on the creepy little bastard.

"I want you to destroy the Walpurgisnacht," Kyubey said matter of factly, "An endeavour in which you stand no chance unless you rally others to your cause."

Katrina snorted. The last time she'd seen Kyubey was when he'd told her and Shea about the Soul Gem's true purpose: about how their bodies were now just puppets of their minds, stored in the beautiful crystal... Katrina had handled the news as an adult human being, but she was still frustrated with the situation, and angry with Kyubey, partially for omitting such an important piece of information from his little sales pitch... and partially for what the news had done to Shea. Katrina sometimes wondered if she was in love with the shy, but sensible girl.

"Why do you care?" Katrina snapped. Kyubey cocked his head.

"Whether you're willing to believe it or not, a being powerful enough to destroy all life on the planet Earth isn't conducive to either of our goals."

"Right. Good to know. Are you done wasting our time, or do you have some information we can actually use?"

Kyubey blinked, his expression remaining as fixed as that of a statue.

"A massive population of Witches is approaching," he said after a long pause, "Fleeing on the Walpurgisnacht's wake. The Walpurgis is consuming positive emotion in massive quantities, leaving little for the rest – so they come here, seeking to stave off starvation for a while longer. If you exploit this influx, harvesting an excess of Grief Seeds efficiently should be of little difficulty, particularly for you, Katrina. A wish for prosperity is powerful indeed – the increased capacity of your Soul Gem must have saved your life a dozen times by now."

Katrina glanced over to Shea, looking to hear her verdict... she was already putting her coat on, the laptop left shut on the couch. Katrina sighed.

"Alright, fine. Do you have anything else-"

But when she turned back to Kyubey, he'd vanished. Katrina laughed quietly to herself.

"Sneakly little fuck."

Then Shea charged past Katrina on her way to the door, shifting from foot to foot impatiently.

"Come on," she pleaded, "We don't have time to dawdle!"

"We almost there?" Katrina groaned, Grief Seeds clattering in her pocket – they'd been out all night, and Shea didn't even grace the complaint with a reply. Instead, she kept her eyes locked on the flickering glow of her gentle green Soul Gem.

"Here," she said eventually, coming to a halt before an imposing industrial building, cast red in with first morning's light, "The Barrier will be in here somewhere."

"Witch, or Familiar?" Katrina asked as she readied her Soul Gem, "The sooner we can get home, the better, and I'd rather not waste my time if it's not going to yield a Grief Seed."

"Witch, definitely a Witch," Shea replied absentmindedly as she slowly stepped inside, trying to keep her eyes on every surface at once.

"There," Katrina said after a few minutes of searching, pointing to a spiderwebbing crack in the wall, a Witch's kiss glowing at its heart, "Now, shall we?"

Shea nodded, and slowly, carefully, the two Magi approached the crack... and as if sensing their presence, the crack blossomed into a vibrant, yet sickening portal – painted with glowing hues mankind had no name for.

"Ready?" Shea asked, and Katrina nodded – so the two of them stepped forwards, through the portal, shifting away from reality, and into the twisted labyrinth that was the Witch's Barrier. The world that formed around them was cold and dark, bereft of colour – a towering, vaulted cathedral, built from blocks of flat, grey stone. Immediately, the two activated their Soul Gems. Katrina was enveloped in a wash of red, her casual jeans and sweater morphing into a vermillion navy coat; a massive gear materializing next to her a moment later, the chain connected to its shaft landing in her outstretched hand with a clatter of iron links. Shea was lost in a blast of glittering, green light, her clothes shifting into a simple dress that appeared to be inspired by seventeenth century fashion, and a beautiful, ornate revolver materialized in each of her hands. In the split second after the transformation was complete, both had their weapons at the ready – Shea's revolvers cocked and ready to fire; Katrina's impromptu crushing implement held firmly in hand and ready to be thrown – but nothing happened. Both were silent for a moment, expecting an attack... but none came.

"Odd," Shea wondered aloud, lowering her guns but not her guard, "We usually get hit by Minions long before now. What's going on?"

"Dunno," Katrina shrugged, "Can't say I mind, though. Let's keep moving."

Katrina hefted the massive gear onto one of her shoulders, Shea holstered one of her guns, and the two moved forwards steadily, but warily. As seconds turned into minutes and the minutes stretched on, the two became steadily more unnerved – Katrina had taken to fiddling with her gear-pendant necklace, her soul gem a crimson star at the pendant's heart, and Shea's head was moving so much it might as well have been on a swivel, but still, no attack came. Eventually, they came to the end of the towering cathedral: a dense, stone wall, featureless excepting the sturdy wooden door at its center. The two Magi made eye contact for a moment in a wordless exchange of information, then Katrina moved to carefully ease the door open, Shea ready with both weapons in hand. But the moment the door's handle was turned, it was blasted wide with enough force to shatter bone – fortunately for Shea and Katrina, Puella Magi were beyond such things. Shea landed expertly on her feet with elegance, and Katrina had to pick herself up from a slightly less graceful landing, but the two were ready to fight in moments.

"It's about time, you dumb bitch!" Katrina screamed, "Come on!"

For a moment, nothing happened. The splintered door squeaked lazily back and forth on its battered hinges, the darkness beyond it motionless and absolute... then something charged forth. A Witch. It was tall and thin, formed of whiplash tendrils of un-light – hundreds of thin, wickedly sharp limbs writhing about it in a cloud, a halo of grey iron spearheads hovering behind a sharp, angular, and featureless face. It was terrifying – but the two had faced worse and triumphed. Immediately, Shea opened up with her pistols. A hail of fourteen magically-charged slugs split the air in under three seconds, punching deep and biting hard, setting the Witch screaming like a thousand tormented souls as it flailed in a panic, struggling to quickly dispatch its aggressor. Shea easily stepped around the attacks, moving with the calculated precision and grace of a ballerina, even the long braid of pale green hair running down her back remaining safe as she emptied her guns with a shower of glittering brass and prepared to reload them. She might have found herself in trouble, had Katrina not immediately joined the fray.

Roaring with fury and exertion, Katrina pulled back hard on the chains of her weapon like reigns as she took a firm grip of one of the spokes, and set the gear spinning. For a moment, she held it fast – skipping and sparking as it spun in place, tugging at its chains like a ferocious wild animal... then, she let it loose. The iron teeth bit into the smooth floor, leaving a wake of shattered stone fragments as the gear sped towards the Witch, moving so quickly it was nothing more than a black blur, shrouded in a cloud of atomized stone and sparks. And when it hit, it hit like a freight engine – knocking the Witch back several dozen meters, then rolling right on over it and burying itself in the wall. Katrina sighed heavily to herself.

"Keep it busy," she growled as she wrenched at the chain, trying to pull the gear free, "This'll only... take a moment!"

When the Witch finally righted itself, its movements were sluggish and stilted – it was clearly feeling that last blow, and its scream contained elements of panic this time around. But Shea had long finished reloading, and she wasn't going to give it any quarter. Giving Katrina as much time as possible, Shea went on the defensive – shooting away attacking tendrils with unnatural accuracy and speed, slowly pruning the Witch down to size like an expert topiarist going to work on a markedly chaotic shrub. The wounds she was inflicting weren't particularly life-threatening, but that wasn't her intent – if allowed to reload once or twice more, Shea's slow but steady dance of lead would leave the Witch with no tendrils remaining to attack with. Fortunately, just as Shea expended her last two bullets and ejected her spent casings in a rain of brass, Katrina managed to dislodge her gear from the wall. She gave the chain a good, violent yank, sending the business end of the weapon sailing back towards her through the air at considerable speed and blindsiding the Witch from behind, knocking it flat once again before returning to Katrina's direct control. The Witch managed to pick itself up again, but just barely. Its bladed halo hung crooked and broken, and what tendrils remained hung limp and weak. It was time to kill it.

"You want the honours?" Katrina asked Shea, and she nodded. Flooding her twin revolvers with magical energy, the cylinders began to glow a brilliant emerald as she levelled the twin weapons at the weakened Witch, and in the space of no more than a few moments, unleashed hundreds of magical bullets, casings tumbling from the magically-augmented weapons like hail. The Witch, its magic exhausted and its body crippled, was left with no defence... and it was torn asunder. When Shea was finished, all that was left were fragments of darkness, gunsmoke, and a small mountain of brass casings. She smiled to herself with smug self-satisfaction, and holstered her weapons with flair.

"No Minions," she commented as the vast cathedral faded around the two Magi, giving way to the empty industrial building, "Strange. What do you think that Witch's nature was?"

Katrina laughed.

"Isn't it obvious?" she replied a moment later, "She was Control. She set a trap, lured us in, and waited until we were at our most vulnerable to strike, refusing to show herself until she believed the fight could be won. Pity that didn't help her much. She didn't have any Minions because she was afraid they'd get it wrong."

Shea knelt to the floor, and carefully picked up the Grief Seed that had only just settled, watching it closely as quickly returned upright in her palm, balancing unnaturally on the tip of its sharp, grey needle.

"Do you mind?" she asked Katrina as she held the Seed close to her Soul Gem, "That finisher consumed more of my magic than I'm comfortable with, and it's been a long night."

Katrina nodded.

"Yeah, go ahead and purify if you need it. That Seed should be good for a couple of uses, at least, and we've harvested more than enough to start with."

"I certainly hope we did," Shea sighed as the darkness filtered out of her Soul Gem, restoring it to emerald splendour, "Come on, let's go home and get some sleep. Tomorrow's the hard part."

Katrina snorted.

"Killing Witches is easy. Talking to other Witch-killers – now that's a challenge."

"Ahh... the Lady of Chains and the Gunmage. I've heard of you two – not exactly my type, but I'll hear you out. What do you want?"

Katrina opened her mouth, but Shea got a word in first.

"Help," she said. The other Puella Magi just laughed. She was tall, but not as tall as Katrina, her eyes and ragged, unkempt hair sunset-orange. She sat on the edge of a tall concrete barrier, chewing absentmindedly on a toothpick as she looked down at the two Magi, watching as Katrina punched Shea in the arm.

"Not smart," Katrina whispered, and turned back to the other Magi.

"We, personally, don't need help. But there's a Walpurgisnacht coming, and nobody in this city has a snowball's chance in hell of killing it alone. So we're putting together a task force, of sorts."

Orange nodded.

"Sure – but it'd be much easier, and safer, to lay low and let the fucker breeze through. What's in it for me?"

Katrina reached into her pocket, and tossed a fresh Grief Seed to Orange.

"Consider that a down payment," she said with a half-cocked smile, "There's more where that came from."

Orange nodded approvingly.

"Alright. What do you need me to do?"

"Go out and get as many Magi as you can to sign on," Shea picked up, "Let them know that there's at least two Grief Seeds in it for them if they help, possibly more depending how many show up-"

"To be distributed after the battle is won, of course," Katrina interrupted, "Wouldn't want someone wandering off with our hard-won battle spoils, now would we?"

Orange laughed again, and nodded.

"I like you, Katrina. Now, before I follow you back to... wherever you plan to operate from, I need you both to tell me something. I'm not going to sign on with just anyone, so... what did you two wish for? I've got to know what kind of people you are, after all – what kind of Magi you are."

Katrina nodded.

"Sure. My mom's dream was to be an inventor – she wasn't all that good, but she wouldn't give up on it. So I wished that she'd become the greatest inventor around – great enough that our family, me included, would have whatever we needed or wanted. Sure enough, Kyubey came through, and because of my wish for prosperity, my Soul Gem has roughly double normal capacity – or endurance, or whatever the hell the term for that is. That's why I can go around tossing Grief Seeds out like confetti."

Orange nodded.

"I was worried for a sec – I'm none too fond of those selfless types – but it's good that you're looking out for number one at the same time. What about you, Green?"

Shea flushed scarlet, and Katrina stepped protectively between them.

"That one," Katrina said, her voice low and dangerous, "Is off limits. Needless to say, Shea has powerful healing abilities."

Orange snorted.

"Cute. You two going out? Whatever, I don't want to know. The name's Cailyn – some people call me Cailyn the Claymore."

Katrina nodded, and passed her a slip of paper.

"This is the address of our apartment, and the email address we'll be coordinating through. No need to gather at our door, just stay in contact and make sure to keep yourself updated. I'll let everyone know when it's time."

Cailyn accepted the note, then extended her hand, palm upwards, an expectant look on her face. Katrina frowned.

"Uh... what do you want?"

Cailyn raised an eyebrow mockingly.

"You seriously expect Magi to sign on for some unsubstantiated promise of free Grief Seeds? I sure as hell wouldn't have. They're going to need some cash up front, sister."

Kaitlyn sighed, and passed over four.

"That's all you're getting for now," she said, her voice layered with mistrust, "If you come back with four willing Magi, I can give you more."

"Slow to trust – I can admire that," Cailyn winked, "I'll be back soon enough."

And before either of them could get another word in, she'd vaulted over the concrete barrier and vanished from sight. Shea was still blushing slightly, but a small smile tugged at her lips. Katrina laughed, and tousled her hair.

"Wipe that look of your face, she won't be prying again. She does, I've been told I've got a pretty good right hook. And a half-ton iron gear. The works."

Shea shook her head.

"Oh, I wasn't thinking about that."

"What? Something else she said?"

"Yeah, but... eh, it's nothing. Let's keep moving, we've got quite a few more marks to visit."

Five days later, all the Magi the combined efforts of Katrina, Shea, and Cailyn had managed to recruit were gathered in an old, abandoned factory – all eight of them. That was more than Shea had hoped. There was no doubt in her mind that the Walpurgisnacht could be defeated if all eleven of them worked as a team. Katrina, however, was spending her time worrying about how they'd possibly give all these Magi the Grief Seeds promised. But, she told herself, that wasn't an issue until after the Walpurgis was defeated. So she got onto her soapbox and started to speak in the manner to which she was accustomed.

"Alright," she called out, getting everyone's attention, "You don't like me, I don't like you, and you don't like each other. That's fine and dandy. Go on being petty and untrusting, but until the Walpurgisnacht is dead, listen to each other. The only way we're all going to make it through this with all our limbs attached is if we watch each other's backs, listen to each other's warnings and calls for help, and, sometimes, take up a bit of slack, even when we're not explicitly told to do so. I'm sure Magi have tried to kill this thing already, and the fact that it's still standing is a testament to its strength, so don't – and I'm serious about this, folks – DON'T fuck around! You got it!?"

Most of them nodded, but as Katrina had expected, someone shouted, "What of the reward!?"

"Two Grief Seeds for everyone here, after the bitch is dead," Katrina responded, raising her voice, "And that's not negotiable! The Walpurgisnacht will be here in three days, and Shea and I will be busting our asses until then to get enough Grief Seeds for all of you. Heck, if you're smart, you will be too. The local density of Witches is only getting higher as the Walpurgis gets closer, so the next two nights will probably be the best hunting you'll have your whole lives."

Katrina looked over the small throng of Puella Magi one more time.

"Alright, folks, that's about it. Keep an eye on your email – I'll let everyone know when and where the Walpurgisnacht is sighted, and if one of you sights the Walpurgis before I find out about it, then tell me for Christ's sake, and we'll come to you. Off you go – happy hunting."

Wordlessly, most of the Magi filed out – all except Cailyn, who approached Katrina with a cocky half-grin.

"You're good at shouting, redhead. Mind if I come hunting with you two tonight?"

Both Katrina and Shea raised an incredulous eyebrow.

"Aren't you more of a... loner?" Shea eventually asked. Cailyn shrugged.

"I do about whatever I please, and tonight, I'd like to see how the leaders of this little circus perform on the dance floor."

Katrina shrugged.

"Fine," she said eventually, "So long as you pull your weight."

"Kickass," Cailyn grinned, "Shoot me a text or something whenever you want to roll, I'll be ready anytime."

Neither Katrina nor Shea were at all comfortable having Cailyn along, but Cailyn either didn't notice or didn't care, humming to herself absentmindedly to herself as she fidgeted with her Soul Gem. Katrina noticed that its orange glow was pure – very pure. Pure enough that it was fairly obvious Cailyn hunted more than Witches... she hunted the opposition.

"I don't like this," Shea whispered telepathically to Katrina, "She... worries me. Something about her makes me think it was a mistake to come to her at all."

Katrina's reply was a long time coming.

"I don't trust her either, Shea, but she's not stupid. If she's going to betray us, she's going to wait until the Walpurgis is dead. We're safe for now, but no matter how hard that fight ends up being... be... hm. Always... don't... ugh. You need to... rgh, never mind. I won't let her hurt you."

"Why the long faces?" Cailyn laughed, speaking out loud. Katrina shook herself free of her internal world, and checked her Soul Gem.

"No reason," she muttered, "We're getting close. Be ready."

The three Magi rounded a corner, and found themselves in a tight, narrow alley – tight enough that they had to move through single-file. Fortunately for Shea's claustrophobia, the disturbing portal to the Witch's Barrier opened a matter of a few meters in. With a few wordless nods, Katrina, Shea, and Cailyn communicated everything they need to... and stepped through. The moment the Barrier's world appeared to them, Katrina and Shea shifted into battle dress with a blast of red and green light, ready to fight in a matter of moments, but Cailyn took her time. She spent quite some time casually stretching, before she tossed her Soul Gem into the air and was enveloped in a blinding orange glow. When it dissipated, she was wearing a fanciful, frilly dress that, interestingly enough, sported a heavy plate of chest armour, and a single shoulder guard, held in place with a pair of leather straps that stretched across her chest and around her back. A moment later, a four-foot claymore materialized in the air next to her and plummeted downward, burying its point into the metal floor with an echoing 'clang'.

"Is that a fucking gear?" Cailyn laughed when she saw Katrina's weapon.

"Yeah. Want to see what it can do to a human body?" Katrina snarled, initiating a posturing match that lasted for a number of minutes. Uninterested in the proceedings, Shea took the time to look around... and what she saw worried her to an extreme.

"Uh... guys?"

Oblivious, they continued arguing... and the hundreds of eyes shifted closer. Closer. The three Magi stood on a rusty, metal disk, about ten meters across... and beyond it, there was nothing but darkness. Darkness punctuated by angry pinpricks of yellow light, pinpricks that slowly drew ever closer.

"GUYS!" Shea screamed, and the two finally stopped their bickering and took a look at the Barrier labyrinth surrounding them.

"Oh, not good," Katrina whispered, lifting her gear with two hands so it could serve as a melee weapon or shield. Cailyn just hefted her sword wordlessly, holding it at the ready, and Shea tried to keep her guns on everything simultaneously – unperturbed, the monsters in the darkness came closer still.

"What do we do?" Shea whispered in a panic, her heart thundering.

"Do we attack!?" Cailyn asked, but Katrina shook her head.

"No! What if we just piss it... them... fuck it, whatever! Shea, shoot something!"

Shea's eyes flickered from point to point in the darkness, seeking some hint, some concept of what she should be aiming at... in the end, she just closed her eyes and pulled the trigger. The glowing slug streaked into the darkness, and sparked off some invisible surface – and the eyes flickered, all of them simultaneously, as if every creature beyond the platform had blinked at once. Then, something clicked in Katrina's mind.

"Fear..." she whispered to herself, then raised her voice, "The Witch! Its nature is Fear! This is a ruse, don't let it scare you! Shea, open fire! Do some damage! Let the bitch know we mean business!"

Shaking her head to herself, Shea wondered how a Puella Magi as experienced as she could have fallen for one of the oldest tricks in the book, then aimed and fired, scattering bullets in a cone in front of her – spreading the damage as widely as she dared. By the time the smoking guns were empty, the magical construct trapping the Magi was failing, and not a moment later, the darkness surrounding them collapsed into ash which fell like snow, leaving a light dusting of grey in the Magi's hair and clothing.

"Alright," Katrina said half to herself, turning in place warily as she surveyed the large, rusted factory the three now found themselves standing in, "Now she knows that isn't going to work. Next up, we'll either have Minions, or the Witch herself. Either way, get ready for some killing."

Katrina made sure her chains were wound tight, Shea reloaded her guns with a tinkle of falling brass, and Cailyn manifested six more swords, driving them into the ground in a semicircle around her back – they were as ready as they could possibly be, but only silence charged forth to meet them.

"I hate this, I really hate this," Shea whispered, "It's like the cathedral from the other night, but worse, because I know something's here... I can feel it watching me..."

Then, something they couldn't see howled. The sound was sad, mournful, and utterly spirit-breaking.

"The fuck is it doing!?" Cailyn cried, "COME OUT AND FIGHT, YOU DUMB CUNT!"

Her words echoed back and forth through the factory, just long enough so that the three let their guard down... then something roared ferociously, and charged Shea. Startled but in control, Shea's weapons snapped towards the new target and fired once, twice, three times. The creature, which looked like a skeletal dog trailing tattered fragments of darkness, crashed to the floor and skidded to a halt, before dissolving into ash, much like the Witch's trap had earlier. Nothing more happened for a moment, but then another Minion charged them from out of sight. Then another. And another. In a matter of moments, the factory floor seemed to be writhing with vicious, frantic monstrosities. Grunting in exertion, Cailyn hefted one of her blades and began cleaving the Minions apart the moment they entered striking range with deft, weighty strikes. Shea's guns held the creatures at bay, for the most part – for the first time, she found herself wishing her weapons were semiautomatic, as she had a number of close calls while reloading the slow weapons. Katrina, however, was beginning to have difficulty. The Minions were coming too many and too fast to give her a chance to set her gear spinning or start swinging it about at any reasonable speed, so she was forced to grab it with both hands and use it to crush any of the dogs that got too close.

"There's no end to them!" Cailyn shouted, wrenching yet another of her reserve swords from the ground as her weapon was knocked from her hands by a Minion's frantically snapping jaws.

"We can't maintain this!" Shea cried as she fired the last bullet in her second gun through a Minion's skull, then resorted to clubbing the monsters as she found herself lacking the time to reload, "Katrina! Tell me you have a plan!"

"Yes!" Katrina shouted, "Both of you, drop flat, right now! Don't argue, just do it!"

Shea braced herself for the pain that was sure to follow, but still obeyed without question, closing her eyes, and falling back to the metal floor, the mass of Minions rolling over her like a wave. She knew what was about to happen. Cailyn was prepared to protest, but when she saw Katrina toss several loops of chain into the air, then witnessed the entire length begin to glow white-hot and writhe with magical energy, her eyes widened and she dropped like a stone. For a few moments, Katrina appeared at peace; perfectly serene... then the chain snapped straight and whipped out and around, like the hand of a clock, snapping and sparking like a severed live wire. The searing hot, magically augmented metal tore through the Minions like a hot knife through butter, and even though it completed only one revolution, a second was not needed. The field was cleaned: no Minions were left standing. Even the two of Cailyn's claymores that remained upright had been cleanly sheared through – the cut glowing a deep orange and faintly steaming. But Katrina didn't hesitate to bask in her victory.

"Shea!" she cried, dropping the gear and chain and sprinting across the field of ashes to where Shea lay curled on the ground, bleeding and half buried in the grey snow left by the dead monsters. She was barely conscious, and tears flooded Katrina's eyes as she fell to her knees next to her wounded friend, gently taking her hand.

"Shea, stay awake..." she whispered, "Be strong... I know it hurts, but focus... heal..."

Shea's eyes flickered shut and her breathing became faint. Katrina's cheeks shone with tears as she sucked in a sobbing gasp... but then, a flicker of green magic began to dance above one of Shea's many cuts and lacerations. It sparked quietly for a moment, and seemed like it was about to vanish... but then, it spread like wildfire. In moments, her entire body was alight with dancing, green energy, and like the magic it was, her wounds rapidly began to heal and fade. A gentle breeze swept through – as a coincidence or because of her magic, it was unclear – and cleared the ash from her hair and clothing as the light faded... and her eyes slowly opened.

"Oh god," Katrina sobbed, pulling Shea into her arms and holding her tight, "I'm so sorry, I should've just used that attack earlier, I was being a fucking idiot and trying to conserve magic when your life was on the line..."

Shea gently cupped Katrina's cheek in her hand, and looked deep into her vibrant, crimson eyes – eyes so often hard and cold, but now, rife with emotion. Then, carefully but with a very deliberate motion... she let their lips touch.

"I don't care," Shea whispered when they parted, "I trust you, Kat... I always have, and I always will. I know that, no matter what happens, no matter how close we come to failure or death... you'll always come back for me."

Shea smiled shyly, and glanced away.

"Kat, there's something I've wanted to tell you for a very long time."

"What is it?"

The smile spread into a grin.

"Katrina, I-"

"I'm fine, if you guys were wondering," Cailyn growled as she picked herself up, her armour heavily scratched and dented, but not penetrated. She bore a number of minor cuts and scratches, nothing worrying or even particularly bloody, but... the moment was gone. Shea smiled sadly, and never finished the sentence.

"Can you help me up?" she asked instead, and though Katrina mentally cursed Cailyn's interruption, she knew that all she had to do was ask Shea again later, when they were alone at their apartment again. So she got to her feet, and offered Shea a hand.

"You do realize she would have survived, right?" Kyubey asked, from where he'd materialized off to one side, "Death is impossible unless the Soul Gem is destroyed. Even if you had hit her with your chain, she would have been able to repair her shell in a matter of a few hours."

Something snapped inside Katrina's head. It had been a long few days, she hadn't quite finished crying, and she was NOT in the mood to be dealing with the little monster. So, before she could stop herself, she ripped one of Shea's guns from its holster, levelled the weapon at Kyubey, and blew his head off with a single, well-placed bullet. Shea gasped sharply, Cailyn frowned, and Kyubey's body fell limply to the ash-coated floor as the smoke slowly drifted away from the revolver's muzzle.

"Kat," Shea said slowly, "What did you just do?"

"He'll be fine," Katrina growled, "Unfortunately. The little fuck is made out of marshmallow fluff or something and he's got more fresh bodies than I can count."

Then, she hesitated as she realized something, popping the cylinder and letting the seven casings tumble to the ground.

"Shea, these guns were empty. Did you..."

Shea smiled grimly.

"Maybe..." she said slowly, "I wanted you to shoot him too. The magic expended to give you that bullet was minor... even if you do it often, it still makes me happy when you stand up for me."

Katrina snorted.

"That was less me standing up for you and more me snapping, but... yeah."

She handed the weapon back, butt first.

"Good gun. You should let me try it out more often. And maybe you should also... kiss me. More often. If you want. That is."

Shea flushed scarlet, but maintained eye contact. Katrina just smiled softly.

"I thought you'd take me to task for it, warn me to never do it again," Shea stammered, "I – I never expected you'd..."

Katrina grabbed Shea's collar, pulled her close, and kissed her passionately. Cailyn threw her hands up in the air.

"Oh for crying out – do you really need to do this NOW!? Hey! Red, stop ignoring me! Maybe I should kill your girl instead of the Witch? Huh!? I'd probably get out of here sooner, at any rate!"

Unperturbed, Katrina finished, then slowly, casually approached Cailyn, and got very, very close. Cailyn suddenly remembered how tall Katrina was.

"If you ever threaten Shea again," she whispered, "I will take you apart, piece by bloody piece, before crushing your Soul Gem to dust in my bare hands, and I will relish. Every. Moment. Do we understand each other?"

For the first time, Cailyn began to understand a lot of things about Katrina – things about who she was, what she expected from life, her weaknesses, and what mattered most to her. And, also for the first time... she was afraid of the fiery, redheaded Puella Magi. Cailyn met Katrina's violently cold, unblinking stare, as was her way, but visibly gulped, and shuffled backwards a few centimetres.

"Crystal. Er – yes."

"KAT! MOVE!"

With reflexes only a Magi could posses, Katrina flung herself backwards, just in time to narrowly dodge... something. It was moving fast – a metallic grey blur, but it hit the floor and skittered off somewhere out of sight before anyone could get an idea as to what exactly was being thrown at them. But in the end, Katrina realized, it didn't particularly matter what was being thrown at them, as blade or pike or pinwheel are all equally lethal in the hands of Witches – but what did matter was that the Witch had finally shown herself... and she was certainly... interesting to look at. Built like a spider, but with doll appendages in place of legs, the awkward, shuffling monstrosity listed into the light, exposing a face graced with a massive smile packed with too many teeth, and an equally unsettling number of pure white, iris-free eyes. Shea was a little unsettled by its appearance, but all Katrina and Cailyn saw was another target. The two charged the monster, Shea lagging slightly behind as she fed her hungry guns, and the thing screamed like a jet liner in pain as it manifested and threw more of... whatever it was throwing.

"I'm in a bad mood, let's end this quick!" Cailyn shouted, and tore her shoulder guard free, flinging it at the Witch. Shea and Katrina were just confused for a moment, then orange magical energy surrounded the small plate and its four straps – not a moment later, the plate had locked itself onto the Witch's chest, and the straps had wrapped around its entire body, binding its legs in place and rendering it effectively immobile. The monster thumped heavily to the floor, roaring in fury as it struggled to break free of the magical binds, but it was no use. Katrina couldn't help but think how useful that power must be as she hefted her gear, let off some chain, and flung it at the Witch. The gear hit it in the face, hard, but fell flat to the ground without doing much damage. Fortunately, that hadn't been the plan. When the Witch looked up again, Katrina was already in the air – a length of iron links bunched in each fist, loops of writhing, magically-rich chain soaring through the air behind her. She landed on its back, and with some clever manipulation and a bit of magic, the chain was wrapped tightly around the Witch's neck upwards of a dozen times.

"Shea!" Katrina cried as she flung herself to the side, pulling the chain taught and setting it glowing hot again as the loops started to twist about the monster's throat, "You know what to do!"

Wordlessly, Shea nodded – levelling her weapons at the Witch's head and unleashing her finale. A thousand bullets in the space of two second pushed the Witch's magic to the limit, and when Katrina gave the searing chain one more good yank, it cut in and through like a knife. The Witch's head thumped to the floor, and a moment later, its body collapsed behind it as liquid darkness fountained from the wound and spattered to the floor. Cailyn was laughing as life slowly drained from the Witch's twitching body – she'd enjoyed the show. Shea was more reserved; simply smiling proudly.

"That was good," she said, "Efficient. If the eleven of us can work together like that, the Walpurgisnacht doesn't stand a chance."

Katrina simply retrieved her gear, then couldn't help but approach one of the objects the Witch had dropped. From all appearances, it looked like it had just been flinging large throwing stars at them, fancifully designed with nearly a dozen bladed protrusions, but then something drew her to touch it... she started as if shot, and immediately turned around and vomited.

"Katrina!" Shea cried as she rushed to her side, but Katrina held out a hand and waved her off.

"...fine," she muttered eventually, coughing and wiping off her mouth on a sleeve, "Just... don't touch those throwing stars, I don't know why I did. The Witch's nature was fear, and something about the magic behind those stars... it reaches into your mind and finds what you're truly afraid of, deep, down inside, then grabs a hold and twists..."

Katrina shuddered, and wrapped her arms tightly about herself.

"I have a feeling that, if the Witch had been given a chance to use this weapon against us, properly... we'd be dead."

Cailyn laughed, and approached the star.

"What'd you see, a sad puppy? Come on, can't be that bad."

"Don't-"

Cailyn waved off Katrina's warning, and touched the star. Her face immediately dropped, and she stumbled back a few paces. For a full minute, she stood, just blinking and breathing, then turned and walked away from the Witch as the Labyrinth began to decay.

"I want to go home now," she said quietly when the three returned to reality, and quickily made her way out the door. When Katrina and Shea followed, she was nowhere to be seen – vanished.

"I don't know that I want to tell you what I saw," Katrina said in a half-whisper, "It might... disturb you."

Shea sighed, and pushed a cup of coffee across the table to her friend, but Katrina ignored it – staring out the window.

"Look, if you tell me, maybe I can help you work it through. I'm tougher than you give me credit for, Kat..."

Katrina closed her eyes and thought for a moment, then turned to Shea, her face cold and hard.

"Fine. If you must know."

She sat in silence for a minute more before she had the strength to speak.

"It was... a lot at once. A flashing blast of images that moved fast, but not so fast that I couldn't see exactly what was happening in each one. The first one was my mother – flinging herself from a balcony with a Witch's Kiss burning on her neck. She's my last surviving family, you know... don't know if it would have been worse if she was jumping of her own accord or not. The next image was me. I was lying on a pile of rubble, bleeding and crying, the city in ruins around me, the bodies of Puella Magi scattered like pigeon food, you among them... but the last one was just too much. It was... you, but you'd been... you'd been..."

Katrina gasped in a sob, and covered her mouth with her hands.

"...torn apart, eviscerated, dismembered... but through all the blood and torn flesh I could see the tears streaming down your face as you died... alone..."

Shea couldn't take it anymore. She jumped up, knocking her chair to the floor, stormed around the table and pulled Katrina into her arms.

"I'm here," she whispered, "Right now. With you. I'm okay – I'm not going to die."

"But you could," Katrina muttered through her tears, "You might. You will. Oh Shea, we can't do this, we can't fight the Walpurgisnacht tomorrow... we will die, everyone will die, I know it..."

Shea gently turned Katrina's head so their eyes met.

"You can't let the Witch win," Shea whispered angrily, "This is what she wanted, what she tried to do – we killed her, but still she's gnawing away at you, and you can't let this go on any longer, I won't allow it. We are going to fight the Walpurgis and we are going to win, because there are people's lives depending on it. We are going to survive – all of us – and we're going to tell this story for decades more as we hunt Witches, together."

Katrina managed to afford a weak smile as Beth meowed loudly and jumped onto Shea's shoulders.

"You give me hope," Katrina eventually managed to say, "Thank you... thank you so much. I'm still afraid, terrified, but... I know we can do it if we stick together, like we always have."

"That's right," Shea replied with a smile, then produced a handkerchief and started to clean Katrina's face.

"Hold still, now. We can't have people thinking the tough-as-nails 'Lady of Chains' has been crying, again. Seriously, I think you're more emotional than me sometimes."

"Sure this is the place?" Cailyn growled, shifting uneasily from foot to foot, eyes mobile. The eleven Magi stood scattered around one end of the city's massive central square, which was unnervingly devoid of street vendors, waiting for the fight to come to them. Heavy, imposing clouds blotted out the sky above – any other day, Shea might have expected rain. Katrina nodded as she replied.

"The Walpurgisnacht has a tremendous hunger for the energy produced by positive emotion and contained in Human souls, so it'll appear at or close to the area of highest population density, and this square is dead centre. Now, I called in a bomb threat a few hours ago, so downtown is completely clear, but the Walpurgis doesn't know that. It'll show up here, hoping for an easy meal, but instead, it'll get eleven prepared Puella Magi, and no civilians to feed on. We've made this as easy as it's going to get."

A sudden blast of forceful wind set Katrina's coat whipping about her ankles, and tossed Shea's braid out straight behind her.

"The hell is this!?" Cailyn cried over the howl of the sudden gale.

"The Walpurgisnacht!" Shea responded, elevating her usually quiet voice so she could be heard, "It's here!"

The angry clouds far above their heads began to boil as the eleven prepared themselves – some shifting into their battle state, some manifesting weapons, some closing their eyes in a moment of prayer – but when the clouds twisted into a knot of angry, black smoke and plummeted to the centre of the square, there was no time left. For a moment, the column of dark cloud just stood, slowly rotating... then a pair of enormous wings tore through the canopy, slowly unfurling in the air, shining with light and colour.

"They're made from... glass," Katrina whispered to herself, "Stained glass... I've never seen something so beautiful."

Then the vast, ancient Witch stepped from its cocoon, the column of cloud torn asunder in the monster's wake. It was a creature of deep terror and sublime beauty, opposites coexisting in a strange, but intriguing way – great wings of coloured glass and lead sprouting from the back of a black-cloaked angel; her long, dark hair blowing in such a way that her face was always obscured. She towered at least fifty stories high, massive and imposing... then, she screamed, and it was a sound of absolute agony – the sound of a life lived and lost.

"We can do this!" Shea shouted over the wind as it grew stronger by the minute, "Hold fast, we can win! I know it!"

The Magi exchanged nervous glances with one another, all hesitating and wondering what to do... but it was too late to pull out now, far, far too late. So, they readied their weapons... and attacked. Magi armed with guns, bows, and other ranged weapons opened fire from where they stood, pelting the creature with projectiles, while those armed with melee-oriented and close range weapons charged the monster, gaining air however they could to strike hard and fast at its massive body. Katrina was among the latter – her gear abandoned on the ground, functioning like an anchor for the hundreds of meters of magical chain that trailed through the air behind her as she looped, cut, tangled and pulled, weaving an elaborate web of iron links about the creature's form. Shea was close behind her, sprinting along the chains like an unnaturally talented tightrope walker, firing at anything she could possibly interpret as a vulnerability, landing bullets in fresh wounds, and on the Witch's head, neck, and heart.

The Walpurgisnacht howled as the assault continued. No lasting damage was being visibly dealt, but the anguish and panic in the creature's voice strengthened the hope in the hearts of the Puella Magi, who took deep breaths and redoubled their attack. The Walpurgis wasn't going to stand for it, though – instead of simply swatting at the Magi like flies, as she had been so far, she began to burn her magic in the name of more powerful attacks. Energetic lightning as multicoloured as the Walpurgisnacht's wings crackled from the palms of her hands, catching some of the melee fighters and sending them crashing to the ground. Some were wounded more seriously than others, but after a few moments, all of them were back on their feet and fighting again. She tried the same trick a few times more, but each time, the Magi got better at evading it, so the Walpurgisnacht moved to its next backup plan and began to summon its Minions.

Twisted, disfigured dolls coated in heavy layers of makeup shuffled out from under the hem of the Walpurgis' skirt by the dozen, sprinting brokenly towards the Magi still on the ground and frantically jumping at those in the air, like children trying to catch a butterfly. Some of the ranged Magi broke off the attack and started to focus on the Minions, but it wasn't enough – for each of the dolls felled by bullets or arrows, ten more would rise in their stead, and it was only a matter of minutes before the square was flooded with the unnerving manifestations.

"It's alright!" Katrina cried out as she jumped to the ground, landing with a sound like a thunderclap as the concrete flooring fractured beneath her feet, "Focus on the Minions! Summoning them consumes the Walpurgisnacht's magic; killing the Minions is helping just as much as direct attacks!"

Some of the Magi were too tangled up in their ferocious attack patterns to hear her, but most acknowledged, turning the brunt of their efforts towards slaying the fragile, malformed little creatures. Shea headed for ground level as well, using one of Katrina's chains like a zipline, but when she touched down, she found herself surrounded by Minions. Her guns were empty in moments, and she started to panic – fortunately, they proved just as vulnerable to sharp, vicious blows struck with the gun's other end, their porcelain heads and bodies cracking and splintering around the manifested Ivory of Shea's twin revolvers. Even a healthy kick could do the job. Katrina found herself in a similar position. She was far too closed in to start swinging her gear around, so she simply wrapped her fists in lengths of chain and went nuts.

"Where the hell is Cailyn!?" Shea shrieked as the fight intensified. Even though the dolls were easily dispatched, the melee was brutal – their sheer numbers made sure of that. The fight on the ground wore on for nearly an hour, while the Walpurgisnacht remained nearly perfectly still, focusing all its magical energy on creating new Minions and maintaining the ones already on the field. But after what seemed like a short eternity, they began to thin out... was the Walpurgis running out of magic, or patience? As the Magi cleaned the field, destroying the last few stragglers while the Witch howled in frustration, Katrina decided it was the former.

"Now!" she cried, "Give it everything you've got before it can scrounge up more magical energy!"

In a matter of seconds, the Walpurgisnacht was, once again, at the heart of a firestorm – bullets, arrows, magic, blades, chains, and all manner of weapons flooded the air around it, but instead of glancing off, leaving scrapes and scratches like they had before, now they bit in and cut. After barely a minute of this onslaught, the Walpurgisnacht's cloak was torn, ragged and bloody... and the vast creature fell to its knees, a hopeless moan echoing across the plaza. Proud and triumphant, Katrina laughed raucously as she prepared to throw her gear one last time, prepared to end it once and for all... when Cailyn flew from somewhere out of sight, screaming, her claymore held at the ready... and decapitated the Walpurgisnacht with a single, deft swing. The Witch remained standing for a moment as Cailyn thumped to the ground, grinning with a sense of cruel self-importance, but a moment later, crumbled to ash. Witch dust rained down around the Magi like snow as some laughed, some cried, and some just sheathed their weapons and took a deep breath. The fight was over. They'd won – they'd done the impossible. The Walpurgisnacht was dead.

Nobody expected it when the tip of Cailyn's claymore shattered the first Soul Gem. One of the Magi fell unceremoniously, landing face-first in the ash as the sparkling fragments of her Soul Gem fluttered through the air, some clinging to the blade like droplets of glimmering blood. Most of the others were too stunned to move, but another charged in to slay the betrayer... she was quickly dispatched, just like the next. And the next. Before anyone knew what was happening, four Puella Magi lay dead in the ashes of the Walpurgisnacht, and Cailyn held a massive Grief Seed in her hand, pulsating with dark energy.

"This could last me for a century," she said, turning to the other Magi, where they stood, unsure of what to do, "Longer if I spent that time relaxing instead of hunting Witches. I'm not letting anyone take that away from me, least of all you, Katrina!"

"You MONSTER!" Shea screamed. Katrina, on the other hand, didn't bother speaking. Before anyone had the chance to blink, Katrina's gear was rolling towards Cailyn with the speed and force of a freight engine. She sidedstepped the attack, barely, but Katrina wasn't done – while Cailyn had been preoccupied dodging the gear, Katrina had moved up on her other side, chain firmly in hand and still connected to the gear. Now, she flooded the chain with magical energy, setting it glowing white-hot once again, and swung it down and under – aiming to take Cailyn's legs off at the knee. Cailyn, however, easily jumped over the chain, and now that it was draining of magical energy, pressed her advantage. The point of one of Cailyn's claymores snagged one of the chain links, and before Katrina could move to stop it, the claymore's mass and speed had driven it into the ground and shattered the link. Now, Katrina was left with one meter of chain and her wits. But it wasn't enough. The moment Katrina spent pondering her next step was more than enough time for Cailyn to get the best of Shea – binding her up with her magically-augmented shoulder plate, then holding her at bladepoint while Katrina watched, aghast. The poor girl had never been good at melee combat.

"The only reason you're not dead, Katrina, is that I want you to watch what I do to her. You've made me very unhappy, Katrina! You talked down to me, you made a fool out of me... no-one, and I mean NO-ONE, makes a fool out of the Claymore!"

Cailyn raised her sword, ready to strike, and Katrina tried to scream, but was too tied up inside... then a glittering blast of energy streamed in from the side and hit Cailyn's blade as it fell. The point was driven through Shea's chest and out her back, protruding into the ground, and she screamed in shock and agony... but her Soul Gem was intact. She was alive, and off to one side, one of the Magi, one who wielded a bow, slowly lowered her weapon.

"Fight me, Claymore," she said in an angry whisper, "Pick on someone who isn't bound and gagged."

Cailyn let a slow smile spread across her face.

"You're on. Bring it!"

As the two clashed, Katrina took the opportunity to run to Shea's side. She was barely concsious; costume soaked nearly black with blood, tears drenching her face... Katrina didn't know what to do. She knew that Cailyn would notice if she went for her gear, across the square, and in what was probably a wise move, the rest of the Magi had fled. If the archer won the fight, then there was no problem, but what if Cailyn won? What would they do? Katrina was weaponless, Shea was horribly, horribly wounded... they would be at her mercy. And with an echoing tinkle of breaking glass, that was exactly what happened. The archer collapsed to the ground, and Cailyn turned, breathing heavily.

"What am I gonna do with you two now, eh?" she laughed, slowly limping closer. She was wounded, by all appearances – her armor had been punched through once or twice, and blood soaked her pant leg. Katrina realized that this was her and Shea's only chance. She looked down at the short length of chain in her hands, and squeezed it tight... then charged Cailyn. Cailyn appeared startled, and swung her blade sluggishly – Katrina was easily able to bind it up in the chain, then flood the chain in magic and shear the blade off just past the guard.

"Not so tough now, huh!?" Katrina laughed... then realized she was coughing up blood. Cailyn stepped back a few paces, her mouth a cold, hard line... and Katrina realized her foe had manifested another sword within her body – piercing through her abdomen from front to back. She managed to grip the hilt with shaking fingers and rip it free, letting it fall to the ground, but she followed it soon after. Cailyn watched Katrina bleed for a moment, smiling to herself, then knelt down next to her wounded once-comrade.

"Give me all the Grief Seeds you have," she whispered, "And I let you both live."

Had it just been her, Katrina would've refused – would've gone out like she lived: with a spine. But it wasn't just her. Shea lay no more than a meter away, bleeding and fading in and out of consciousness, kept awake by her magic, and should Katrina turn Cailyn's deal down, there was nothing she could do. So, feeling more sick with herself with each passing moment, Katrina shoved her shoulder satchel towards Cailyn, the bag rattling with Grief Seeds as it shifted. Cailyn chuckled quitely as she lifted the satchel, then retrieved her shoulder plate from Shea and began to walk away.

"Maybe we'll meet again some day," Cailyn said over her shoulder, "I'd quite like a rematch."

And a minute later, she was out of sight. Not long after that, the sword pinning Shea to the ground crumbled to dust. Manifested weapons didn't last long without their creator's magical supply.

"Shea..." Katrina gasped, pulling herself close to her friend, "Shea, I'm here... we're safe, she's gone..."

Shea didn't have the strength to reply – she simply closed her eyes and nodded. The two lay in silence for a long time, trying to work out what to do... but eventually, Shea began to speak.

"That was... close..." she coughed, "And there's something... you need to know, something I tried to tell you earlier..."

"Tell me," Katrina whispered in reply.

"I love you, Katrina," Shea said quietly, a small smile spreading across her face, despite the pain. As Katrina laughed and fell back against the broken concrete, her own blood matting her hair, she realized – most of her nightmare, most of the vision she'd been shown, had come true. Both Shea and she lay, wounded and defeated, in a fractured battlefield with no help coming... but if that was the case, why was Katrina so happy? It didn't take much thought. Even though they'd been betrayed, even though Cailyn had roughed them up and taken them for everything they had... they'd won. The plan had worked, the Walpurgis was dead, and Shea had finally admitted her feelings for Katrina – feelings which were mutually shared – and that was just icing on the cake.

'Yes,' Katrina thought to herself as she coughed up blood, 'We did it, we killed the Walpurgisnacht... and Cailyn will never take that from us, no matter how many Magi she kills or Grief Seeds she steals. In the end, today, even though we're lying, bleeding and alone... we had the last laugh.'

Author's Note: Couple of things. First, this is my first time writing third person in ages, so there probably will be grammar issues. Point them out if you see them, it really helps! Secondly, it's also 6:30 AM right now, so this story might be terrible and I don't know it yet. Just giving you fair warning. Enjoy!