Chapter One

Tomoe Mami's eyes cast nervous glances at her surroundings. The area around her was overcast with night; distant car horns from the road overhead were the only indication that the Mitakihara was still alive as late as it was.

The girl's footsteps trailed off, the last clatter of her shoes echoing along the blackened alley as her head swiveled, trying to locate an unheard noise behind her. Silence lingered for a few moments as the blonde's heart beat loudly in her chest, her breath speeding up with anxiety as smaller and more frequent bursts of air drifted from her lips into the warm night.

Finally, after enough time had passed, the young student, seemingly appeased, took a deep breath to calm herself, and turned to continue on her way.

'Good evening Tomoe Mami.' The small white creature, absent only seconds ago, sat perched on a trash can, ruby-red eyes fixed on the girl in front of him. His telepathic voice gave Mami a start, a hand flying to her chest in surprise as she stared back at the new appearance.

"G-good evening Kyuubey." Her chest had started pounding again and beads of sweat started re-forming on her brow. Mami made an effort to keep her voice steady; she hoped with all the power held in the tiny ring on her finger that it was only a transient visit. "It's been a while. Nice night out, isn't it?"

'I suppose it is.' The Incubator seemed to cast a thoughtful look at the sky above, Mami followed his gaze, watching the inky grey clouds float gently over the stars and moon for a few moments. 'Although it would be my pleasure to discuss the niceties of the weather with you Tomoe Mami, I'm afraid I'm not here on social call.'

"Is…is that so?" Mami casually played with the curled springs of hair that rested on her shoulders, twisting them between her pointer finger and thumb, a habit she was catching herself in more and more often nowadays.

'Regrettably, it is.' Kyuubey bowed his head, as though apologizing for the lack of intimacy he was showing. 'I've been rather busy in Kazamino, and as you know, I've left this city unchecked. As a matter of fact, without the new contracts and through due process, it seems you're one of the only Puella Magi left in the city.' He capped this statement with a poignant look, as though expexting a reaction he could read into.

"Really? I didn't even know." Mami looked off to the side, trying not to let her nervousness bleed through. "I'd assume you're here to rectify that?"

'Yes, that and…well, it shouldn't be anything consequential, but there's been a sudden explosion in magical power around Mitakihara, I came to investigate.' He gave a nonchalont flick of his thick, fluffy tail. 'Anything you would happen to know about Mami?'

"N-no, I'm sorry. I haven't sensed anything out of the ordinary."

'I see. Well, I apologize for keeping you occupied, surely you must need some rest.' Kyuubey made to jump off the trash can, flexing his hind legs before Mami's voice stopped him.

"Kyuubey…why did you come to see me personally?" At this, the albino form gave only a moment of pause before completing its previous movement, soft padded feet slapping on the grease-covered alley street.

'You're the senior Puella Magi of this area Mami, it's only natural that I would want to assure your safety considering the sudden influx of witches in the area.' He stretched, his front paws pushing out while his back twisted into an arch, his feline face scrunching up in mock satisfaction. 'Also I won't pretend that I didn't want to see your reaction to having new companions around the city. I'm sure you're very eager, no?'

The girl bunched up her shoulders, crossing her arms and maintaining steadfast silence as the tension increased. Kyuubey closed his eyes for only a moment as he turned his back to Mami, mentally filing her silence away for later analysis.

'Perhaps not.' He started off, leaving the blonde to her quiet hesitance. 'Keep warm Tomoe Mami. Even in this climate, carelessness benefits none.'

Mami nodded thoughtlessly at his advice, her mind too filled with detached fear and turmoil to really listen to what he said as she started the suddenly very long and troubled walk back home to her apartment, where she wouldn't sleep a wink, too busy staring at the door and keeping her soul gem close to hand and heart.

-DOCUMENT BREAK, FOR REASONS UNKOWN, MY 5-HYPEN BREAKS ARE NOT WORKING, THIS IS A TEST TO SEE IF THIS WORKS-

Softly lidded eyes opened slowly to the sight of an off-white, well-painted ceiling. Akemi Homura made no effort to sit up, instead simply taking several seconds to organize her thoughts. She held this moment dearly, several seconds to collect herself and try to fabricate a ghost of a plan.

Even with all the uncounted variables in the system, there would hopefully be something she could try to accomplish, an untested method that had a glimmer of a hope of working.

No conventionality. If I stick to routine I will never accomplish anything, if I approach this from different angles, I may find new methods. Homura took a moment to run this thought though her head again before sitting up. She had thought of a new course of action in the last timeline, when Madoka had contracted for Miki Sayaka.

The non-specific wish was for her friend not to die after the bluenette's soul gem had become sullied, without knowing that becoming a witch technically counted as the soul still being alive…

Homura had not reached her in time. The newly contracted Puella Magi had spent her entire first battle trying to convince Miki to "get better" from her fate, steadfastly refusing to fight what used to be her best friend.

And so Homura had once again stood in front of Madoka's body, bruised and broken from the impact of a thousand wheels, whispering and re-sealing her promise to the corpse before winding back the shield on her forearm.

The time-traveler pinched the bridge of her nose in frustration and thought. It seemed that, even with all her efforts focused on defeating Walpurgisnacht, keeping an eye on Madoka still proved to be both important and difficult to manage on her own.

And so, she had decided to elect a-her mind briefly glossed over the word "babysitter" before settling on "monitor"-for Madoka.

Miki Sayaka was instantly eliminated from the list of possibilities, the stupid girl could barely look after herself for half a month, and Homura would sooner entrust Madoka to one of the Incubator's close cousins than push her even closer to Sayaka. She knew from previous encounters that the closer Madoka got to Miki, the more likely she became to contract. As evidenced by the latest attempt, she reminded herself.

Tomoe Mami was certainly a possibility, she was powerful enough to keep Madoka safe, but she was lonely, prone to maybe even convincing Madoka to contract just to get some company, and unstable to boot. Perhaps not as much as Miki, but after seeing that rifle trained with perfect steadiness right at her soul gem even while Mami's entire body was shaking with tears all those timelines ago…

Homura ran a hand through her hair, hoping to ease her thoughts. She hoped that particular encounter was never a fear Madoka would have to face. Not to mention that should all go well, she would have an alternate use for Tomoe Mami.

That left one person, the one person that always seemed most ready to team up with Homura, that seemed to get along well enough with Miki Sayaka that she might even be able to keep an eye on the novice or prevent her from contracting altogether, that was perfectly neutral to Madoka becoming a Puella Magi, and powerful enough to protect Madoka from any possible threats.

Sakura Kyouko would not be happy to hear about her new job.

"My name is Akemi Homura." Cold violet eyes scanned the classroom in front of her, jumping from student to student as she analyzed each transaction carefully.

Step one: Find any inconsistencies. Homura knew from experience that irregularities in timelines were common and ranged from slight to extreme. Sometimes Sayaka Miki would be ill for the entire month, once Tomoe Mami was missing an arm, or on rare occasion half of the class would have contracted.

No matter how slight the hiccups, they may, and had a tendency to, interfere with the plans she set. When Miki had been sick, she hadn't contracted, but Madoka's concern had forced Homura to play nursemaid for the blue-haired girl while training for Walpurgisnacht. In the end, she had gotten much closer to Sayaka, which was helpful, but her lack of preparation had resulted in one of her most drastic losses to the witch and the deaths of everyone in the city.

Well, you lose some… Homura inclined her head, waiting for the rest of the statement to pop into her mind. Nope, that's it, you really just lose some. A small sigh of disappointment escaped her; it was starting out as an encouraging month already.

As the teacher busied herself with fussing over where Homura should sit, the Puella Magi focused her attention on Miki Sayaka. She seemed only half-interested in the new student, giving her a passing glance before leaning back in her seat and trying unsuccessfully to blow a bubble with the gum in her mouth.

Nothing out of the ordinary then, Miki seemed regular.

Homura's eyes lingered on Madoka, who shrank under her intense presence directed straight at her. The raven-haired student allowed herself a moment of mindless solace, her eyes focused on the thin ribbons that held up Madoka's pigtails, then on her soft pink eyes , and on how easily her cheeks went rosy at even the slightest pressure.

Different from the Madoka used to know, maybe, but there were still enough similarities to remind Homura what she was fighting for. And that was all she was seeking just a little morale boost.

"-So I hope you'll make her feel welcome in class!" Saotome-sensei gestured to Homura's new seat amicably. As she walked over, her disregard for the stares she received was automatic; she had more pressing matters on her mind. After giving her teacher a light bow in thanks and sitting down, she allowed her mind to drift, next on the list was finding Sakura Kyouko.

-MAMI SECTION-

"Tomoe-san? Are you still with us?" Mami didn't snap to attention so much as she wafted to it. Golden eyes that were focused intensely on the door drifted over to her teacher as she made a slight attempt to straighten up in her seat, wiping a thread of drool from her mouth.

While the class normally would have laughed at any other student getting called out for drifting off in class, Mami's reputation for silence and morbidity made her inattentiveness more depressing than laugh-worthy.

But still, the teacher tried to get her to pay attention. Mami mumbled a quick apology, distracted by simultaneously trying to ignore the clawing sense of terror that had gathered in the pit of her stomach. She had gotten not a minute of sleep last night; of course, it wasn't all that uncommon. Insomnia had haunted her for a while, but with the news that Kyuubey had returned, she had something very legitimate to fear.

"Can you answer this next question for me?" The blonde student stepped out of her chair, advancing towards the front of the class, eyebrows knit in worry. For the thousandth time that day, she ran a trace over her class, making sure none of them had contracted.

Her hand paused over the whiteboard, and what if they had? She had no idea how to proceed if that was the case, unprovoked violence didn't seem like a moral way to approach the problem, but should she be forced to take action…

"Tomoe-san, the problem?" Mami shifted slightly, wanting to avoid the uncomfortable stares at her back, she made a feeble attempt at solving the problem. Between witch-hunting and the nervous, sleepless nights, she had less than a ghost of a chance.

Her teacher sighed disappointedly, crossing his arms, "Thank you Tomoe-san, please have a seat." Another student was sent up to finish the problem as Mami wordlessly slid behind her desk.

After class, she was told to stay after, which had been happening more and more since Kyuubey's return, in fact almost every class that day had given her a justified extension. Her back pressed against the doorframe as she waited for her teacher to finish clearing his desk so he could speak to her. The young musketeer's mind felt like a scratched record. Thoughts seemed to loop and fragment if she tried focusing on anything in particular.

Still, it was better than having her head clear, especially now. It had almost been a premonition; for the past week she had gotten progressively more and more paranoid until everything had unraveled last night.

Finally the teacher called her up, he gave her a searching look, Mami made no effort to turn away, staring him down.

"Tomoe-san, how are you feeling?" He asked, crossing his hands under his chin. The blonde gave him a tired smile.

"I'm fine sir, just caught up with work from other classes, I haven't been able to get much sleep." He quirked an eyebrow at her.

"Really? From what I hear all that extra work hasn't been paying off much, all of your other teachers have reported that you've been slipping in both behavior and academics." The fake smile started to slide off of Mami's face before she was able to lift it back up. She wrapped both arms around her books, sobriety overtaking her expression as she fell back on politeness.

"Just simple difficulties, nothing you need to trouble yourself with. I'll try harder to improve, I promise." A worried tone started edging into his voice.

"You realize that we have good councilors at this school, Tomoe-san, and that I'm sure they'd be happy to offer any assistance they can." Mami jerked her head up and down mechanically. "Do your parents know about the difficulties you're having?" The student replied with an earnest nod and a broadened smile, answering almost a little too quickly, as though with a pre-memorized reassurance.

"Yes, they've been working very hard to help me with anything they can. I'm fairly certain it's just a mood swing or something along those lines. I just need some time, there's nothing worth worrying about sir." The teacher reached over and patted a stiff, stressed shoulder firmly

"You're a good student Tomoe-san, and a well-behaved girl. It's just that…I feel like there's something wrong, and the rest of the staff feels so too. We never see you socializing with any of the other students—"

"All of my friends simply go to different schools, I have plenty of company sir." She threw an exaggerated look at the clock. "I'm sorry, lunch is starting?" He sighed and nodded, allowing her to walk out quickly, nearly stumbling over herself on the way out.

The teacher sat down at his desk, watching her leave before leaning over his desk, he really did mean what he said. She didn't seem like a bad person, just a troubled one.

-KYOUKO SECTION-

"So, remind me on why you needed me to look after this city for a while?" Sharp teeth snapped the Pocky stick in half before the top half was dragged into Sakura Kyouko's mouth and munched on.

'In a word: equilibrium. With the absence of Puella Magi in the city, there has been a steep increase in witches. The one veteran here, Tomoe Mami, only attacks familiars, in the same manner you do.' Kyouko finished the first piece and pulled out another, spinning it thoughtfully between her canines.

"So? Don't tell me you're gonna start getting all bleeding-heart on me, I thought any which way we fought was fine with you." She jabbed the candy accusingly in his direction, a gesture he completely ignored.

'Naturally I do. But a large amount of familiars breed a large amount of witches. Too many witches mean that most new contractees aren't long for the world.' He hopped onto a railing on the observatory the pair stood on, balancing perfectly on the thin metal tube. 'As such, I figured two experienced Puella Magi could help even the odds.' He gave Kyouko a lopsided look. 'I expected you'd jump at the opportunity considering all the work I've been doing on Kazamino, grief seeds have been getting scarce, have they not?'

All he received in reply was a grunt of acknowledgement as she continued eating.

"This veteran you told me about, she's not gonna get in my way at all, is she?" This gave Kyuubey pause.

'Uncertain. Tomoe Mami is territorial, but so long as you keep to yourself, she should theoretically leave you alone.' Another grunt was given, this one more thoughtful, before she pushed away from the observatory's edge.

"I'll head off at nine, I have some things to take care of before then." Kyuubey nodded.

'Perfectly fine.' He responded, turning back to the city before him as an empty candy package was tossed into the trash and a pair of elevator doors sounded off. Alone in the tower, the Incubator's eyes found the fated school he was looking for, the area still giving off an immensely powerful magical signature.

It took a lot to pique Kyuubey's interest, but this disturbance more than did the trick. Unfortunately, with the shortage of new contracts he couldn't focus his full effort on it, but it was worth looking into. Taking a final glance at the waves of invisible potential energy drifting through the air, Kyuubey turned and hopped off the railing. There was work to be done.

Author's Notes:

I figured I'd get over my recent stagnancy in writing by doing something I love. I love fanfiction, I love Madoka Magica, 'twas a match made in heaven. Overall this was something that had interested me for a while as a concept, just another standard timeline with some regular deviations.

Just stating for the record, that I use "Puella Magi" because it feels more unbiased to me than just trying to throw in the Japanese to keep it OG or trying to make "Magical Girl" sound serious. I also spell Kyuubey funny, it's just kinda how I always spelled it, and I'm technically not wrong since there is no "correct" spelling. If it really bugs you that much message me about it and I'll change it, no skin off my back.

There are some subtle assurances in logic that I can assume my readers can figure out for themselves. Like the sudden influx of energy was NOT Madoka being born (Mami isn't THAT old), but due to the fact that the timeline resetting is what gives her all that potential, not just natural talent, so it was due to Homura's arrival.

I know the universe pretty well, so any inconsistencies that occur will probably be explained later on, so you CAN ask me about it if you think I've screwed up, but first take the time to unbunch your panties.

The story is rated teen because of some bad language, mature content, and maybe violent violence coming in the future.

In case you guessed it, I don't own any of the characters or settings used in this story, just a keyboard and too much time on my hands.

Welp, I hope you tune in for the next chapter! This one was especially short, since it was meant to be an introduction to the timeline, the others will be longer, but not super lengthy, so updates should be common enough, and I probably won't have many other A.N.s to update you on.

Seeya next time!