A/N: Hey guys! First of all, there are two Co-Writers for this story. Pennames: crazyringo and Sixelle-of-Fireyness. This fic is based on both the anime/manga mixed with our own ideas. This story will also feature two OC's, Amai and Juudai, we hope that you guys will accept the girls with open arms!

Disclaimer: We don't own Puella Magi Madoka Magica or any of its characters! But, we DO own our OC's named Amai and Juudai!

Chapter 1: New in Town

Being new around the neighborhood meant not knowing how to get anywhere, so for lack of something better to do and because her health demanded she be active, Homura decided to go for a walk. She really needs to make this a habit; a few blocks down, and she was already out of breathe. Granted, she's only been in Mitakihara for a day, but she decided she needed to embrace a little change in her life now that her health is improving. Everything was looking up for her, and she wanted to make the best of it.

She managed to find a nice crepe stand not far from where she lives, ordering herself a strawberry one before taking a seat in a nearby bench. Aside from enjoying the delicious treat, she managed to rest for a little bit before her treat disappeared and she had no other reason to be staying there.

A park was nestled six blocks from her apartment, packed with people. Homura saw children playing in the available playground, a pond where a few people fished in, and someone strumming cords on his guitar at the edge of the park. She stayed there, away from the general crowd of people in the center, watching them go about their business.

As the sun started to sink lower in the sky, she finally stepped away to go home. A few minutes in, however, she experienced a momentary lapse in memory, her mind struggling to recall the proper path home. She stood in the middle of a path, looking one way and the other in a panic, noticing until too late of the person approaching her. Homura cried out as she was knocked onto the sidewalk, pain blossoming from her knees and shins.

"Shit! Oh God, I'm so sorry!" Homura was hauled away from the concrete, held up by her shoulders as the person helped her stay up. "Hey, are you okay?"

Homura looked at the brunette's worried face. "No, no, I'm the one who should apologize. I… I wasn't looking where I was going…" Her words drifted off as she noticed another girl, one with orange colored hair, making her way towards them, her steps quick and her face settled in a sharp grimace.

"Amai, you are an idiot." The new person admonished.

"I know." Homura was surprised the girl next to her agreed to that. "I wasn't watching where I was going, girl. It was entirely my fault! I was just so happy I finally took Judy out to that Greek sandwich shop and I didn't see you there! Seriously, are you okay?" Her head whipped towards Homura so fast, she thought she had whiplash.

"Yes, I'm fine, thank you." Homura smiled at her.

"Amai, seriously, you need to watch where you're going." The other girl began to scold who Homura assumed must be her friend. "You and that gorilla strength of yours is going to break someone's neck one day." Homura jumps slightly when the girl's attention turns to her. "I'm really sorry about that. She tends to get distracted easily, but I'm sure she'll do a better job of not mowing people down when she's on the streets."

The brunette remained dejected on the sidelines, not offering a word into the conversation. Frankly, Homura was at a loss. She wasn't used to talking to people in general, so she didn't know what to say or do to continue the conversation. Fortunately, the girl continued talking for her.

"She has a few screws loose, so to speak. I've heard her parents literally dropped her on her head when she was a kid." She stopped her words short, her gaze falling over Homura and causing the girl to feel slight unease. "I apologize. I'm talking your ear off and I haven't even introduced myself. My name is Naosoroshii Juudai." She smiled, the first one since she appeared, her hand stretching out in front of her.

Homura only hesitated for a moment. It wasn't often people talked to her, and she didn't talk to people often enough, but she recognized the kindness in Juudai's eyes and gesture no matter how slight it was. Her chest feeling warm, she shook the girl's hand. "P-pleasure is all mine! My name is Akemi Homura."

"Ah, that's a lovely name there. Are you new here, Miss Akemi?"

"Y-yes, I just moved here the other da—"

"HOLD ON!" The two girls jumped at the loud outburst from the side, the brunette bursting in between them. "You're new around?"

"Ah, y-y-yes?" Homura didn't know where this was going, and the look she was receiving from the brunette was making her shake on the spot. The girl narrowed her eyes.

"Amai, you're scaring her. Sto—" Whatever Juudai was going to say stopped short when Amai pushed her out of the way so she was standing directly in front of Homura. She shrieked as the brunette took her hands in hers.

"I'm slipping! How the hell didn't I find out about this?! I missed out on seeing a cutie like you! My sources are slipping!" The girl bemoaned, one of her hands slipping away to slap against the side of her face. Her other hand moved away, Amai dropping down to the ground to sit on the ground. She reached for her backpack, fishing in it before pulling out a black notebook and shifting through the pages before she landed on a blank one.

Pulling out a pen from her pocket, she freezes Homura in place with dilated green eyes and a sharp grin. "Now give me your name, age, address, phone number, and three sizes, in any order this instance!"

"Uh, but I-! What…?!"

"Don't you 'uh' me! Answer the questions! I need to know! My Date Book can't miss a single girl! Tell me! Tell me everythi-!" Amai, who at this point was gripping Homura a little too strongly on the shoulders, came to a halt when Juudai kicked her on the jaw and sent her flying and into a nearby house wall. Homura stood there in a daze, hand massaging her shoulders as her mind went to work understanding what she just witnessed.

"Again, please forgive her." Juudai prompted after she's straighten her posture and turned to look at her. "She has far too many screws loose."

"So how was your first day of school?"

Homura looked up from her coffee, smiling at Amai – after pinching her hand away from her skirt. "Y-yes, I've settled in quite nicely. I think the teacher is quite nice, a-and…" Her voice drifted off, a blush appearing on her face.

"Wait a minute." A hand slammed on the table in front of Homura, the girl jumping as Amai invaded her personal space, green eyes wide and frantic. "I know that look! It's the face someone makes when they found the one! Who is it? Who the hell are you crushing on?!"

"N-no, Miss Asurito! That's not it at all! I just…" Homura lowered her voice, gaze falling down to her mug. "Well, she was really nice to me…"

"Ooooohh, so it's a girl you like~"

"WHAT? No," But the mischievous look Amai gave her feed into her distress. "That's not it at all!"

"There's no shame in loving another girl. Course, she'll have to pass our inspection to see if she's worthy of your affections! Come now!" Amai took a seat across from her, pulling her date book out with pen at the ready. "Tell who this girl's name is so we can begin interrogating her."

Homura's sputtering went nowhere, but thankfully rescue came in the form of Juudai as she walked by their table, smacking Amai lightly on the hand with one of the restaurant's booklets. "You just got off break. Parents or not, you're supposed to be working at their restaurant, not slacking. Get back to the floor, some tables need to be clean."

Amai pouted. "You're no fun, Judy."

"Work is capable of being fun, but only if you're actually doing your job and not goofing off. You'll get into trouble with your parents, not me, so get a move on." Juudai stopped beside Homura, placing a plate of Lemon Cookies next to her. "Don't worry about her, Miss Akemi. Work will be a good distraction for her."

"T-thank you, Miss Naosoroshii."

"I must agree with her, though." Juudai took the seat Amai left, setting a tray down to reveal a plate of tiramisu and hot milk. "School wasn't too rough, right? This girl has been treating you properly?"

"Yes, she has…" Homura began snacking on a few cookies first. "She helped me find my way to the nurse's office, and-and she was really nice to me."

"What's her name?"

"Kaname Madoka."

Juudai took a sip of her milk before responding. "Hmm, I don't think I've met her before. Amai might know her." Her amber eyes rolled towards where the girl in question was currently speaking to another girl at her booth. From the look on the girl's face, Amai was one step away from getting punched in the face. "But let's avoid saying names until you're absolutely ready for her to know."

"Okay." The two girls elapsed into a fit of giggles, Juudai stopping first to continue her snack. As Homura settled down, she glanced at the window, a smile on her face as she watched the sunset sky.

She would later question if she saw the shadow of what appeared to be a rabbit by the window.

Sometimes, Homura cursed her short height. She couldn't understand why the things she always required for something were always outside of reach. She remained standing on her tippy-toes for a few more seconds before settling back on her heels and out of breath.

"Found it yet, Homy?"

Homura's head turned to the direction of the voice. "Yes, Miss Asurito. Over here!"

Amai's head appeared over the corner and she rushed towards her in the next minute. Homura pointed to the second topmost shelf to the red spine sticking out. Amai grabbed a hold of it and pulled. "Is this it?"

The two made their way back to the center of the library, finding Juudai writing in a notebook. They each took a seat on across from her, laying the book out on the table.

"Oh, God, we gotta read…"

Homura giggled at Amai's grumbling. "You don't have to, Miss Asurito. I can take over from here."

"No, no, I told Judy I was going to help you with this project." The brunette slammed her fist on the table, eyes closed tight for a moment as she gathered her nerve before turning a few pages. "I don't back down from helping a friend out."

"Thank you so much…" Homura reached for another book on the table, one which Juudai found earlier.

For a while, silence fell on the three girls, the only sounds being the shifting of pages and whatever noise comes through from the background. The library didn't exactly have a quiet feel if one listened well enough and catch the little sounds; the scrapping of chairs against the floor, pages rifling from a distance, footsteps and voices from both teachers and students alike, books being removed from the bookshelves and placed on a surface of some kind. It's almost like it's a spell meant to help them concentrate.

Of course, it didn't last for long before Amai turned her attention away from her book. "Okay, just asking, you know as a reminder to make sure I'm not screwing up, but what exactly am I looking for here?"

Juudai sighed, looking away from her notebook and regarding Amai with a glare. "Why do you insist on helping if you don't even know what you're doing?"

"Because I'm trying to be a good friend here. Besides, Homy's teacher isn't being fair, giving her an assignment that'll take her forever to do research on!"

"Lower your voice. I'm not questioning your determination. It's admirable, but will it kill you to actually pay attention for once?"

"Um, Miss Asurito, Miss Naosoroshii…" Homura stared nervously at the people staring at her friends.

"Right, right…" Juudai cleared her throat before continuing in a quieter tone. "Her project is on famous women in history."

Amai stared and blinked for a few seconds before her face twisted in thought. "Please don't tell me Miss Saotome was the one who gave this assignment."

"Uh, who?"

"By God, she did, didn't she? More boyfriend trouble. I swear I told that woman to find herself a good girlfriend. Guys aren't worth it half the time, unless they're on their knees begging for you."

"I'm going to pretend I know who you're talking about that way you won't feel as offended when I change the subject. Subject change." Juudai snapped her fingers in emphasis. "Please give me a suggestion on how you will assist Miss Akemi in her project."

The brunette stops to think about it for a moment, humming all along. Her face brightens after a moment. "I can decorate the poster!"

Juudai stared at her before nodding her head slowly. "That can work." She turns to Homura next. "I suppose I'll help you with research. If we don't get on with that, Amai will get bored. She won't have much to work on, otherwise."

"O-okay."

"So, did you find anyone interesting?" Juudai looked over Homura's shoulder as she tilted the book towards her.

"I can't choose between Joan de Arc and Cleopatra. What do you think?"

"Choose the one that has the most research in, whichever is the most interesting. It's better to choose something you can manage to be energetic about. I think I saw Cleopatra mentioned a few times in the other books."

"A-all right then, I'll check these out." Homura stacked the books together and went to pick them up, grunting softly as she tried to carry their combined weight. When she takes a step back, she exhales the breath she was holding in a puff, panting as she tried to get her breathing under control. Amai got up from her seat, walking around the table to take the books out of Homura's grasp.

Homura tried to protest, but Amai simply waved her concerns away before walking towards the checkout counter. Juudai gathered her stuff together, pushing her and Amai's chair in before gently pushing Homura towards the exit. "It's okay, Miss Akemi. Amai and I are here to help you."

"I… I don't know how to thank you." Homura didn't know how to voice her thoughts aloud. Ever since she came here, she managed to make three friends. It was more than she could ask for since she left the hospital.

By the time they caught up to Amai, she had already finished checking out the books and was arranging them in a plastic bag. "Hey! You two want to eat dinner at my place tonight? I want to try out this new recipe I looked up in one of Mom's old recipe books."

Juudai reached to take the bag out of her hands. "On the topic of your mother, how is she doing? Isn't she due soon?"

"Yeah, but I don't know when soon is soon." Amai sighed as the three of them stepped out of the library. "She's driving me and Dad up the wall with her mood swings. I bet it's a boy, I'm calling it now. Only a guy can give a girl that much grief."

"Your parents wanted the child's gender to be a surprise?" Homura asked.

"Yeah. We got a name for the little tyke once he comes to join us."

"Or she." Juudai supplied.

Amai rolled her eyes. "Whatever. So, yeah, Homura, are you coming over? I know Judy won't turn down a free meal if it's offered, but what about you?"

Juudai grumbled in the background, the pigtailed raven replied, "I don't know, Miss Asurito. I do not want to be an inconvenience."

"Nonsense! You're more than welcomed at our place. Judy's always there."

"Because I work there." The orangette said flatly.

"My parents really like you, too! So, yeah, just stay over for a bit for some grub, or maybe after eating we can work on your project together!" The brunette begged.

Homura really wanted to thank whoever or whatever left her in the care of these two great friends. She couldn't resist the smile on her face if she tried. "Yes, I think that would be lovely."

The activity in the mall can only be described as hustling and bustling. Homura stared nervously at the sea of faces surrounding her, trying desperately to find someplace to stop for a rest away from this suffocating mess. When she finally broke through the crowd, she was gasping for breath, stumbling blessedly on the empty bench nearby. She collapsed onto it, taking a few minutes to remember how to breathe before she finally pulls out her cell phone. The ring tone started playing after she finished typing in the number.

"Homy! Where the hell are you?" Amai paused for a moment before continuing again. "I just found the store with the spices. Judy wants me to go inside already but you ain't here yet and I'm not moving until you get here." There was some yelling in the background which Homura guessed to be Juudai from the sound of the voice. "Wait! Judy! Where are you going?"

Another ringtone rang off, and Homura stumbled in telling Amai to wait as she switched lines on the phone. "Hello?"

"Miss Akemi, where are you?" Juudai sounded exasperated. "Amai didn't even think to consider you might not know your way around the town quite yet. If you can give me a landmark to identify…?"

"Oh, I'm already at the mall, but… I kind of lost my breath and I'm taking a break now."

"Are you on the first or second floor?"

"The first."

"Can you tell me the names of the stores around you?"

After giving her a response, Homura only had to wait all of five minutes before she saw her friend's orange hair among the crowd. Juudai made a beeline for her, passing her a cool bottle of water. Homura gave her thanks before taking a long swig from it.

"Whenever you're ready to go, we can go see Amai." The orangette told her.

"Will Miss Asurito be all right by herself? You just left her."

Juudai rolled her eyes. "Regardless of all the talks about abandonment issues she likes to give, I assure you she's fine. She won't die without us in ten minutes. Besides, I'm doing her the favor of bringing you to her, so she can put a sock in it."

Homura giggled. Counting to three, she rose to her feet before nodding her head. "Okay, I'm ready to go."

Juudai took a hold of her hand and lead her through the sea of people. It was still an overwhelming experience for her, but Homura could tolerate it more than earlier with Juudai anchoring her through. She didn't even notice when the two of them rode the escalator to the second floor. Looking further ahead, she saw Amai standing in front of an herb store, a foot tapping on the ground as she waited for their arrival.

"Finally! Did you get lost on the way back?" Amai admonished.

"This is all your fault, so shut up."

"How's this my fault?!"

"The least you could've done was pick up Miss Akemi. I know how to make my way here. She doesn't. You could've helped her and you didn't. Now look at her." At this point, Homura knew Juudai was trying to appeal to Amai's soft side. The brunette was surprisingly gentle when something triggered that part of her.

Personally, Homura didn't feel as famished as she did before. Juudai really helped out with bringing her water and keeping her company in this suffocating place. Apparently her recovery wasn't satisfactory; Amai stepped up to her, eyes shifting this way and that as she studied her.

The pigtailed raven gasped when Amai suddenly drew her into a tight embrace. "Oh, you poor baby! I made you go through all of that. I'm a horrible person. Say it with me: Amai's a big doodoo head."

"Um, I don't think that's exactly appropriate for me to repeat!"

"Shush now." Her hand gently patted the top of Homura's head. "It's the truth and I'll be the first to admit it. But guess what? If you're not going to admit it, I'll promise from here on out to be more considerate about you. Starting now, I will watch your every step and guide you in life."

"Oh, no, Miss Asurito. You don't need to do that for me."

"Nonsense! As your senpai, it's only natural for me to show you my ways and hope you can learn and better yourself from them!"

"If she becomes anything like you, that would be horrid." Juudai wretched Amai away from Homura, both girls gasping at the suddenness of it. Amai pouted when her friend pushed her in the direction of the shop. "Didn't you call us here because you wanted to show us some spices? You were all worked up about that, so come on."

"Um, actually…" Amai stepped away, her fingers twiddling in front of her as she chuckled nervously. "I've already bought them."

Silence fell on the two of them, the sound of the mall overlapping it, before Juudai made for Amai, lifting the sleeve of her shirt to her shoulder as her fist clenched at her side.

"Nononono! No violence! Let me finish! I wanted to try a baking recipe." The brunette insisted, holding her hands in front of her in defense. Juudai crossed her arms and huffed. "No, for real! I wanted to share it with you and Homy since, you know, the two of you are my friends and all."

"That's… actually sweet of you." Juudai admitted with just the slightest hint of astonishment on her face.

"I was thinking maybe we can make it together. What do you think, Homy?" Amai looked expectantly at Homura.

"I-I've never baked before." The raven can barely handle cooking herself a meal, how would she bake? "What if I end up messing it up?"

"That's what everyone says. I should know; Judy tried to pull that one on me the first time I asked her to do this with me." Juudai glared at Amai when she looked at her. "And guess what? She ended up being a mighty fine baker! Mom even says she's better than her."

"That's not true." Homura didn't miss the blush on Juudai's face.

"Besides, baking is fun, whether you're good at it or not. I'll show you what to do."

"You've never baked yourself, Amai. If anything, I'll be the one showing her how to bake."

"Exactly! We kneel to you, Baking Queen!" Amai fell to her knees on the floor, her arms bowing before her.

Homura knew she was only playing, but she didn't know if she should join in the jesting or stand awkwardly in the sidelines; she is painfully aware how odd this scene must appear to bystanders.

As if sensing her discomfort, Juudai held her hand out and shook her head. "Quit it. You're making a fool of yourself more so than usual. Fine. Whatever. We can do the baking thing, although I still think you just want me to bake sweets for you."

"Totally not true!"

The three of them started making their way to the store, Amai talking all the way. "I really want to learn how to bake. Normally, the baking is left to my mom but you know how well that's going right now. My dad's the one who's been baking mostly but I asked him to give me some pointers. You know, because the baby's on the way and I want to pull my weight around when they need to divide the tasks. Right now, I've mostly stuck to the dining room and kitchen, but the floor gets traumatic, especially during rush hour. God! I don't think I can handle any of the waitresses working there more than I need to."

Amai continued ranting about her family's restaurant for a bit as she led them down the store's aisle. Up until now, Homura's not seen a store as colorful as this one. Though the building's overall color was a light pasty tone, the contents of the shelves made up for it. They first walked into an aisle filled with a variety of cake mixes before they walked into one with candles and decorative items. She nearly bumped into Juudai when Amai came to a halt in an aisle filled with decorative sprinkles.

The next few minutes were spent with Amai asking their opinion on what kind of sprinkles to buy. Juudai kept snapping at the girl when she received an answer only to place the bottle back on the shelf. Eventually, she went quiet and picked out three bottles.

"See? This one here's green like me~" She pointed to the green pendant around her neck. "This one's orange like your hair, Judy~" The girl in question slapped Amai's hand away when the brunette made to reach for her curls. "And this one's purple for you, Homy." Amai smiled triumphantly as she held the bottle out towards her.

"Why is that, Miss Asurito?"

"Your eyes, silly!" Homura blinked, leaning back when the girl leaned over her and looked her straight in the eyes. She turned her gaze away, flustered. "I-is that so?"

"Yep! We can decorate the cakes with this!"

"So we're making cakes then?" Juudai pushed the small cart she dragged with her from the front of the store forward; Amai dropped the bottles into it.

The brunette shrugged. "It's more like cupcakes, but yeah."

"We'll need frosting, then. I think it's in the next aisle."

"Already ahead of you!" With a giggle, Amai runs off.

"And the two of us are left behind just like that." Juudai drawls as she follows her friend in a slow pace. Homura stood by her side, her attention still caught by the colorfulness of the store. "There's no hurry, though. Knowing her, she's probably waiting for us to hurry our behinds so she can continue zipping across the store."

When the two of them made it to the end of the aisle and turned to the next one, however, Amai was nowhere to be seen. Homura's heart jumps, her breath quickening as she tried to find her friend. Her eyes landed on Juudai; she can tell the orangette was trying her best not to appear worried, but her eyes kept jumping from one corner of the store to the other.

Homura's gaze turned to the entrance of the store, and there she saw the brunette standing at the store's entrance. She tugged at Juudai's sleeve for her attention, pointing at the entrance just in time for her to see Amai before she turned her head. Amai's face appeared to be in shock, the girl frantically looking about for a few seconds before she yelled something Homura couldn't quite catch. The moment after the brunette ran off.

The cart's wheels squeaked in protest as Juudai pushed it to the nearest empty shop register to pay for its bare contents. Homura struggles to keep up with her when she barrels out of the store.

"W-wait, Miss Naosoroshii!" The girl stopped long enough for Homura to catch up, resuming her walk afterwards in a steadier pace. They walk in silence, passing by a few stores, before Homura asks, "D-did you hear what Miss Asurito was yelling before she ran off?"

Juudai nods her head. "She called out, 'Maria'."

"Maria? What does that mean?"

"I don't know. That's what I hope to find out when we find her. After I've wringed her neck, of course." The orangette stopped, her amber eyes darted this way and that, before she turned to look at Homura beside her. "Granted, that is if we can find her. She went this way, no doubt, but that's as far as we know."

"I'm sorry. I slowed us down." The raven apologized.

"No, don't worry about it." From the corner of her eye, Homura saw Juudai tighten her grip around Amai's forgotten purse and purchases. "She'll turn up sooner or later. In the meantime, we could try to wait for her in the mall's center. Whenever the two of us go shopping here, we usually stop at the crepe shop on the west wing before we leave. If anything, she'll stop there after she's done with her wild goose chase."

Without any other words, the two start making their way to the food court. Homura followed after her, making sure to keep close and to keep up with her pace. Her eyes continued to wander, though, in search for any signs of Amai. She tried to keep an eye for the colors of their school uniform in the crowd, and her attention draws to a flash of khaki from the right. Her strides came to a stop, and her body turns to take a closer look, seeing the colors disappear behind a set of doors.

She's sure she heard Juudai call out to her, but Homura did not heed her for once. The door flew opened with a heavy push from her hands, and she sailed into the maintenance hallways of the mall. The lack of light did nothing to deter her near sight as she looked for Amai or for whoever went in here. A door slammed shut from somewhere behind her, causing her to gasp and swerve her head back to find the source. Her heart began to race, and her footsteps picked up the pace.

The scenery around her warped the further she went, though her eyes skimmed over this way and that. When her foot tripped over something, she yelped, falling to the ground. Her glasses flew off her face, leaving her stranded in a world of blur. Her hands groped wildly in front of her until they smacked against the metal frames, and she immediately grasped the glasses to bring to her face.

Eyes came into focus, and widen in horror.

She didn't realize the walls melting into a pastel mess, a mix of rainbow colors and doors sunken into it. The floor had become uneven, elevating at some portions, and lowering in others. Homura looked up at the ceiling and saw nothing but darkness. Looking forward, however, offered her a different experience. Wires streamed from unknown portions of the ceiling to the floor, barbed and sharp.

As she shakily rose to her feet, she tried to recall if a mall could even be this dangerous until she hazily recalled seeing plain signs and buckets when she went through the doors earlier. She took a step back, breath hastening in intake.

"H-hello?" The pigtailed raven wasn't expecting an answer, but she also wasn't expecting a hand to grab her arm. Her scream echoed throughout the space before a familiar voice shushes her.

"Miss Akemi, it's me." Juudai sounded hurt but she loosens her grip on Homura, stepping forward to take a good look at her. "You aren't hurt, are you?"

Homura couldn't find her voice, the shame at screaming at a friend befalling her, so she merely nodded.

Juudai accepted her response, her hand lowering to grip hers, and tugging her back. "We need to leave, that much is obvious. So come on. I highly doubt Amai is here."

"Miss Naosoroshii," Homura managed to find her voice at last. "You…do see all of this…?"

"I do." The orangette's face turned into a harsh grimace. "This is a nightmare. I'm pretty sure the mall's faculty would have done something about this mess if they had left it in the first place, so I highly doubt this is their fault. And I don't want to stick around to find out who's it is."

Seeing the point in her logic, Homura passed the reigns over to her.

The two of them froze in place at the sound of heels approaching them. The raven couldn't stop the cry from leaving her lips as she tried to see beyond Juudai's shoulder the source of the sound. The orangette held an arm in front of her, ready to shield her at whatever decides to take a leap at her. As the seconds ticked by, the footsteps got louder and picked up the pace. The two froze as the sound started heading towards them.

A gunshot snapped them from their trance, followed by the redirection of the steps. Homura looked into the darkness and thought she saw the swish of long dark hair and purple tail coats set over a white shirt. Something about her seemed so familiar to her, but before she can figure out why, the girl turned to look at them. A moment later, she sprinted off further down the hall.

The words Homura wanted to cry out died out in her mouth when Juudai pushed her back further.

"Homura, watch out!"

A shadow leaped towards them, and instead Homura yelped as she fell backwards. Juudai barely managed to dodge the strange newcomer.

"Miss Nao-!" The raven didn't get a chance to finish screaming before something dropped on top of her, her breath escaping her in a huff. Whatever is on top of her creeps around, unsettlingly soft and scratchy against her exposed skin. Whispers of words flowed over her, the rambling leaving her confused. A little shriek slips out of her when she thought she felt something else crawl over her legs. "Get off of me!" She managed to wheeze out.

Her legs failed to work at first, but her hands started scrambling in front of her, pushing away the little mob on her. Lavender eyes going about wildly, she found Juudai in a similar situation. The weird creatures appeared to be white balls of cottons sporting black mustaches and thin limbs of sorts. They were having a tougher time piling on Juudai as she kicked them and swatted them away with her bag.

"Miss Akemi! This way!" Juudai scrambled to her feet, and waved in front of her.

Homura struggled a little bit longer to get up, but aside from a few of the cotton balls jumping on her, she managed to run up to Juudai.

The orangette pushed away whatever of the little critters held onto her, and they both ran through one of the doors on the side. "Whatever you do, don't look back!"

Homura could only nod in agreement to Juudai's words and the two continued running down the hall, unsure of their destination. Everything appeared the same, with the same shifting colors and the hall seemed without end.

Their footsteps eventually lead them to a room at last, expansive and filled with upright articles of stone. In the very center stood three figures, one with their back turned to them. The other two Homura felt a spike of recognition in her chest.

"Hey, you guys need to run!" Juudai calls out as they ran towards the newcomers. "There's something really weird going on around here!"

The one girl turned around to face them, a small smile on her face. Homura's heart stopped when she saw a gun materialize in her hand – a gun she was aiming at them. Juudai slid to a stop, her arms outstretched to cover Homura. When the gunshot rang, a squelch sound erupted far behind the two girls. Homura whipped her head back, watching some of the strange creatures from earlier fall to the floor in a burst of green.

"Don't worry, ladies." The girl said with a smile as she took steps forward to stand in front of the two, more of the rifles materializing around her. "I've got this covered."

Forming a line over her head, the rifles aimed at the incoming horde of monsters. The girl held her hands out in front of her, and gave a shout. "Tiro Finale!"

All at once, the guns let fire, enveloping the monsters in smoke as a fountain of green roses littered the air before landing on the ground. Homura continued to stare at the quick aftermath of their chase, but her attention is broken when someone places a gentle hand on her upper arm.

"…Miss Akemi?" The words were spoken softly, hesitantly, and Homura turned to look in the eyes of a pinklette girl she meets every day she goes to school. "M-miss Kaname? Miss Miki?" She adds the last surname when she sees the blunette from the corner of her eye.

Miki Sayaka stepped forward, eyes wide and landing on Homura. "You're here too, Akemi?"

"I'm glad you're okay." Kaname Madoka spoke up, sniffling a little.

"No one's hurt, right?" The blonde gunwoman stepped back to the group, the smile still on her face. "I'm glad to see the two of you are okay. I was aware some other citizens have walked in here, but I thought I found them."

"I-I'm okay…" Homura breathed as she watched the girl stop next to Madoka and Sayaka. A spark of light enveloped her, and Homura gasped slightly as the strange outfit she wore was replaced with the school uniform of their school. "Y-you… You're…"

"Oh, I'm sorry. I really should introduce myself." The blonde curtsied, raising her head and looking at Homura and Juudai in the eyes. "My name is Tomoe Mami, and I'm a magical girl."