Look i apologize for the whole Mami dying so soon thing but I already know how everything will work out so please just bear with me and i'll make up for last chapter i promise. Oh and there will be side romance(s) but the story won't revolve around it don't worry.

-xoxo Dravenmaster

The red haired girl took in the sight before her. She had been to this city a few times before and even grew up in a church not far from it but she'd never seen the city like this before. Everything seemed... Different.

She reached in her pocket and a pulled out a candy bar; taking a quick chomp from it as she walked down the hill that led into the city. Mami Tomoe was dead and she felt it was her duty to take over as its magical girl. What had interested her though was the potential magical girls Kyubey had mentioned before. Who were they?

Kyoko looked towards the horizon as the sun brightened during its awakening, filling the sky with an orange tint. She breathed in the scent of the city as she approached the entrance; being overwhelmed by the smell of all different kinds of food. She took another chomp from the candy bar to distract her from the city around her and thought more about the potentials. Would they actually become magical girls? Would they be friendly like Mami or dangerous like the others?

"I wonder if they're near by..." She whispered to herself, not noticing she spoke out loud. She stopped for a minute and leaned against a near by building; clearing her mind. She tried to see if she could sense even potential magical girl energy anywhere nearby, although it was morning and it wasn't likely that they'd be awake right now. She almost shook her head of the thought before she sensed something.

"There ya are..."

One was a magical girl already, not very powerful from the energy she gave off. But the potential...

"Holy shit."

Homura woke up; opening her eyes slowly and observing everything around her with her limited vision, to tired to move her head to much. She drowsily started at the wall in front of her for a few minutes before realizing she wasn't on her normal make-shift bed on the floor next to Madoka's. Her elevation was much higher and she felt strangely more comfortable than she had in a long time.

She shivered a bit after feeling a breath on her neck. She turned her head to look behind her and saw Madoka with her arms around Homura, spooning her as she slept. Homura's face turned beat red fast as she realized the situation.

After calming down a smile took over her face and she nuzzled into Madoka's arm.

Was that a confession we both did last night?

She felt Madoka stir from slumber and she rolled over; facing Madoka as she awoke.

"Morning." Homrua said softly.

Madoka blinked a couple times and then almost squeaked out loud in surprise, she had a reaction similar to Homura's a few moments ago upon the same realization. "H-hey Homura." She replied in a low voice before smiling back.

They sat there for a while just staring into each other's eyes, not needing to say a word before remembering something relatively important.

"Not to uh ruin the moment," Madoka said as she sat up; still looking at Homura. "but didn't we agree to hang out with Sayaka today at the cafe?"

Homura nodded. "Yes, we did i think. When should we leave?"

"Soon."

Homura and Madoka walked side by side trying not to make it painfully obvious that they were pressed together and intended to keep it that way. They saw Sayaka walking towards them with the usual smile that she always wore; waving to them as they entered her line of sight.

"Hey guys!" She chimed, not commenting on the lack of distance between the two of them. "Let's go!" She pointed in the direction of the cafe energetically before walking in the same direction with her friends behind her.

As they stepped into the Cafe the waitress gave them a table and they sat down, beginning generic conversations you would have with friends at a cafe. Boys, clubs, other girls, weirdos from school, among other things.

Homura laughed at a joke Sayaka told and looked towards the door as a red haired girl stepped through the entrance and stared at her. Homura elbowed Madoka lightly to get her attention and pointed out the redhead as she approached them.

"Magical girls are we?" She glared at Homrua. She nodded nervously. "At least you admit it, look I'm Kyoko Sakura and let me tell you that this is my territory now. With Tomoe dead i can take this nice rich place as my own."

Madoka glared at Kyoko angrily. "Don't talk about someone's death like that! Don't you even care?"

Kyoko shrugged, placing a piece of pocky between her teeth. "Frankly I knew her and it still doesnt seem to matter that much to me. I've always wanted this place as my own. Plus you ain't even half the magical girl she was so it's not like you could maintain the place." She pointed towards Homura, then turning Madoka. "You however have a ton of potential."

Madoka's angry glare softened a little. "Me? I'd really be that powerful?"

"You can sense it can't you purple?"

Homura never thought about it but Madoka did seem to half endless potential as a magical girl. Homura nodded silently.

"It's true, you know." The shrill voice of Kyubey rang from beside them. "Madoka would have more power than any other magical girl. She could wish for literally anything, she could become the god of this world."

Madoka's face seemed very surprised at the news. Kyubey had told her that she would be powerful but not that powerful. \

"Although." Kyoko spoke up again. "We can't force you to do it, not that i want you too. I prefer to rule my own area without anyone else even remotely powerful."

She nibbled on the pocky and looked towards Homura. "That reminds me, stay out of my way okay? The last thing I need is to have to kill you but I will if I have to." Kyoko's eyes were purely serious. She threw her hand up to show she was leaving and stepped out of the cafe, obviously losing interest in the situation.

"What's her problem?" Sayaka grumbled.

Kyoko was walking down the sidewalk in her normal casual outfit; hoodie, boots and shorts both with fur around the brim and looking for a place to stay for the night. She looked around, annoyed at the situation and kept walking. Her red hair lazily flew with the breeze and she shivered she frowned as she realized finding somewhere would be more difficult than she originally thought.

She stopped in her tracks as she heard a scream come from an alley. She rushed down the path; looking for what she hoped was a witch. She turned the corner and saw a familiar blue haired girl running in her direction.

"You!" She exclaimed as she got close. "Help, i think a witch is coming!"

Kyoko transformed in front of her into her magical girl outfit and got into position.

"Where's it coming from?"

Sayaka pointed to a shadow that was coming towards them oddly fast.

After a few moments the shadow closed around them and witch's lair opened around them. Kyoko looked around quickly for any familiars but saw none. "Come with me!" She grabbed Sayaka's hand and ran into the next section of the lair.

As they entered the next room a few familiars appeared and tried to contest Kyoko, who destroyed them effortlessly with her spear. They went room after room as Kyoko slayed Familiar after familiar until finally, the reached their destination.

"Stay here." Kyoko demanded. "You'll be safe."

Kyoko looked around for the witch and certainly found it. A giant spider looking creature climbed from a ledge and immediately went for Kyoko. A grin spread across Kyoko's face as she dodged a quick jab from the spider and advanced towards it quickly; running up its leg for leverage and easy access to its weak points. She jabbed her spear into its leg repeatedly as she ran to weaken the witch.

Kyoko jumped into the air as the spider attempted to shake her off. Kyoko extended her spear; as it stuck into the spider's side she retracted her speak which brought her towards the spider. She slammed her foot into the spear; sending it deep into the beast before removing it and leaping off.

Kyoko grinned again, taking the time to place pocky between her teeth as the spider investigated its wounds.

She launched in the air again ready to attack the spider, readying her spear, readying her body.

The spider spit a giant glob of poison at the red head; hitting her directly and causing her to fall to the ground.

She heard someone scream for her. She hit the ground with a hard thud.

She stared up at the spider, trying to keep her eyes open. The last thing she saw before she blacked out was a blast of blue light.

and then

black.

Alright there was the chapter for today. once again i apologize for the Mami thing but remember that this isn't the timeline from the anime. Hope you all enjoyed! More to come soon.

-xoxo Dravenmaster