The two magical girl started on the trek too find the witch of their late classmate. Mami stared forward as her low heels clicked onto the asphalt beneath her. It caused an echo in the alleys and narrow paths the two girls led during their search.

"She should be nearby..." Homura spoke, her voice hollow. She was holding her amethyst soul gem in her hand, observing the reaction, or lack thereof.

"I... am not sensing anything." Mami said, looking down at her own gem before glancing at the aloof girl behind her.

Homura didn't want to state what she felt was the obvious. Oktavia von Seckendorff had possibly already began migrating to more populated areas in an attempt to find victims for her labyrinth. "This isn't good." Homura was tense as she spoke, trying to pull together some symbolism of thought. "We need to quicken our pace." She stated, not even stopping to think of her mutilated skin beneath her shirt. With her body in its current state, she would be lucky if she could hold out for the length of time it would take to face the witch.

Mami's amber eyes met the deep lavender of the other's and she let out a frustrated sigh. "Do you even know what you're doing?" She asked before shaking her head, resting her fingertips on the bridge of her nose. "Where might she even be by now? It's been days since Sayaka's death."

Homura looked taken aback by the challenging of the blonde. "I can only go based on intuition." And experience, but she wasn't going to vocalise that. "And that is either near Shizuki Hitomi's residence or... Kamijou Kyousuke's." The thought that the first intention of malice that Oktavia von Seckendorff would attempt to act upon would be those two was something Homura couldn't speak confidently about, but also couldn't deny as a real possibility.

Mami's face turned from bitter and a bit angry to concerned. "Oh..." She muttered as she turned to face ahead again. "I hadn't stopped to consider that..." The upperclassman spoke, her voice showing her concern. With the horrible things she had witnessed witches do in the past, it was terrifying to imagine the kind of damage a witch with a vendetta might accomplish. "I... don't know where either of them live." She said softly as she faced away from Homura.

"I do." Homura said, possiibly a little too rushed. "But we need to hurry." She continued, before turning on her heel. "We need to go near the next ward," The darker magical girl said, "therefore, we should probably go east."

Mami didn't even want to question how someone like Homura knew where two classmates she seemed to never be near would live. Homura seemed to know a lot of things she didn't have a logical explanation for knowing. Instead of requesting any more information, the other just turned and began following Homura.

The walk from there seemed like it went on forever. Maybe it was anticipation, possibly fear, definitely hesitation (at least on Mami's end). The more distance they covered, the less Mami had resolve to do this. She still struggled to accept that there wasn't some way to save Sayaka.

Homura was so hyper vigilant that she nearly let out a yelp when her soul gem began reacting to nearby magic. "She's near." She spoke softly, turning to look at Mami.

Mami hesitated, the click of her high heels' rhythm losing its beat. "Akemi-san, I don't know if I—"

The environment around them began to meld and mesh into something unrecognisable. It wasn't where they had been only seconds before, only confirming to Homura their whereabouts. "There's no time for that, we have to fight." She said to her upperclassman before she quickly transformed into her magical girl uniform. There was no hesitation in the drawing of her guns, her eyes facing in the direction of the source of the magic.

"But, Sayaka—!" Mami said, the more the environment painted the inner turmoil of the witch's mind.

"She's dead. And we have to stop her from causing any other unnecessary deaths." Homura spoke, her voice not showing any particular emotion as she grabbed Mami's hand and turned it upright. "Now, come on."

Mami was hesitant but knew that she hadn't to transform if she dared even try to survive. She listened to the time traveler's advice and quickly summoned her magical girl attire. She followed behind the other, he mind racing. Could she not save Sayaka? She knew that Homura would continue with her negative response but had she really even tried?

The blonde's thoughts were interrupted at the first sight of familiars. Unlike most witches, these familiars were more like an audience or entertainment, as they build an orchestra. The loud composition of music echoed out as what could only be described as a roar of pain shook the floor beneath the two girls.

"She's underneath us." Homura said, putting one of her guns back into her shield.

Mami was shaking. She withdrew a musket she battened from ribbons and turned on her heel, aiming at the composer of the orchestra before then.

Homura put her arm out. "There's no use in targeting them. She wants her music not to be interrupted. You'll only warrant more attention by aiming your energy their way." Homura said as she pulled out a bazooka from the mystical shield.

"How do you know that?" Mami asked, her tone uneven.

"This isn't the first time..." Homura said before she shook her head. "I just know." She decided to say as she took her aim.

Mami was about to comment when Homura shot the floor, having oddly perfect aim at where the floor was weakest. It broke way, and the music became even more whelmingly loud as it resonated through the fabricated concert hall.

On the ground level was the witch. She was very large, towering above either of the magical girls as she waved her swords as if conducting the music. Scales adorned her lower body, creating a mermaid tail that supported her knightly upper half. A bow that was massive and contrasting the rest of her being was tied around her neck, flowing with the watery like aura that was around her. Musical notes seemed to move freely among blades that created a staff within thin air.

Homura landed with ease, holding the bazooka over her shoulder. Her heart was racing at the sight of the subtle signs of things she'd not seen before within a barrier she had otherwise had etched into her memory. The staffs made of razor thin blades and some of the 'violinists' actually cutting themselves rather than playing an instrument. The visual assault caught the girl off guard. It wasn't the only thing to do that to her in that moment either.

Mami jumped up and called out, "Miki-san! I know you're still in there!"

"It's no use!" Homura said, her tone suddenly taking on a bit of panic. Mami was too wracked with emotion. Things never went well when the blonde let her emotions control.

"But I can hear her voice!" Mami called back as she jumped higher in the banisters to get closer to the witch that was once Miki Sayaka.

"That means nothing! She's going to kill you!" Homura said, as she rushed after the other. She froze time for a moment so she could hop up the now frozen blades, wheels, and orchestral arrangement with ease. Time resumed as Homura approached Mami. "We have to fight her."

Mami shook her head as she summoned ribbon and quickly moved about to bind the witch, albeit messily. "Miki-san..! Sayaka, listen to me! We can help you!"

"Give it up!" Homura said as she shot the bazooka to try and distract Oktavia from swinging her sword directly at Mami. "She doesn't remember, she doesn't know! All she feels is the pain!" Homura said as she pulled out a pistol and tried to shoot Mami's ribbon to detach it from the Mermaid Witch.

"No, I know she's there! So much of this...! It's her's!" Mami said as she jumped to avoid breaking the bindings she had with Oktavia.

The musical witch raised her arms and summoned wheels that moved fast and on any surface they could balance on. One ran into Mami, knocking her unstable and causing her to fall. In that same movement, the witch made sure not to forget Homura, hitting her straight on after properly distracting her with Mami's harm first.

"S-Sayaka, please! You have to remember something! What about Madoka? She is so sad that you're gone!" Mami continued as she recovered from the first blow.

The witch had no intention of stopping, however. She waved her sword as a direction for twisting paths to appear to guide the wheels. They formed an intricate path that caused Mami to be trapped in the danger, her only escape from above. However, Homura has found herself incapacitated from the blow directly to her chest. The darker magical girl could only try to yell out.

"Mami, please! She is going to kill you!" Homura said in a panic. If Mami died here, there was a higher chance Homura would be trapped and risk her own life to finish Oktavia von Seckendorff off. She would possibly have to turn back time early, something she had been struggling to avoid in this particular time. Her own weakness from repeated abuse to her own body and the weakness from her heart added up to leave her struggling from a single hit.

A scream could be heard from the distance as the wheels ran across Mami's body multiple times. Once the paths cleared, there was only left a bloody heap of what could only be identified as Mami from the shatter soul gem catching the light.

Homura gripped the ground tightly and let out a hiss as she summoned another bazooka and took aim, freezing time before shooting it off. She moved positions a few times before collapsing near the orchestra seating of the concert hall. Time resumed and at least 6 explosions echoed through the resonating labyrinth.

Homura was left a panting mess on the floor, her body shaking. Things felt like they were fading out as she tried to freeze time again. She found herself too weak to even use the most basic of her power and she let out a small cry. It couldn't end like this. Without a grief seed and her body failing her, she couldn't even make herself turn back time. Her soul gem was tainted and muddied, and Oktavia von Seckendorff was only weakened by her blow. Homura gripped her right sleeve, letting out a groan. Maybe she deserved this. Twelve years for nothing. Twelve years to die in the labyrinth of a girl she hadn't even cared about for the longest time. Madoka... what would happen to Madoka? Kyouko could undoubtedly fight alongside Madoka during Walpurisnascht, but they wouldn't win. There would be no way...

Homura felt herself begin to lose consciousness when there was a sudden warmth. She blinked her eyes open for her eyes to immediate lay eyes on rosey pink colours all before her. "Homura..." She heard the familiar voice speak. "You really push yourself way too hard..." Madoka spoke as she healed her.

"Ma-Madoka...!" The dark haired girl choked out, sitting up and looking at the other with a bit of shock. "Y-you don't need to be here! You don't even know how to fight...! This witch is too strong!"

Madoka shook her head. "I'll figure it out. Come on, you said you'd teach me." She said, giving the time traveler a smile as she grabbed her hand and helped her up. "Let's take it out together."

—

Author's Note

So... hi. It's been forever and some since I last updated this story. Nearly 5 years if we want to be specific. After the release of the English version of Magia Record, I've gotten very passionately into Madoka again and with that has come a passion to write... Thus this chapter was born.

Please let me know what you think and let know where I can improve!

-Bri