Mami stood outside of Homura's apartment building, thinking. Their first get-to-know-each-other session had gone rather well. Homura was a bit stand-offish, but that didn't deter Mami. If anything, it made her more curious. Especially once they started talking.

They discussed basic things: school, life in the city...Homura got defensive about her powers. She still wouldn't say what they were beyond it not being teleportation. Mami wasn't sure if she was lying to protect herself or some other reason.

But. There was something during the conversation that struck Mami. Homura had mentioned - clearly a slip of the tongue - about protecting people. She lived where she did to protect others. It was interesting; as far as Mami had been aware, this part of town was, while run down, safer than most! Superheroes almost never had to come here.

...Maybe that was because of Homura. Maybe...maybe Homura took care of problems before anyone knew.

Which was what brought her to Homura's apartment. While she'd been distracted by a slight burn from slipping with her tea, she was undeterred from her mission. Mami was looking around while in her civilian outfit, trying to figure out-

"Hello!" a bright voice called out above her. Mami looked up to find a girl, the same age as her and Homura with bright pink hair, looking down cheerily at her. She was wearing pajamas for some reason; strange as it was past mid-morning. The girl asked, "What are you up to?"

"I'm trying to find Homura," Mami answered. "I wanted to talk with her more."

"Oh! You know Homura?" The girl seemed even more relaxed than she was before. "She's not in right now. I can keep you company until she gets back!"

Mami frowned. "Should you be inviting strangers into your home?"

"If you know Homura, then you're fine," the girl assured her. She turned to make her way off the balcony but stopped short as she exclaimed, "Oh! I didn't tell you my name!" Again peeking over the balcony, she said, "My name's Madoka. Madoka Kaname."

"And I'm-" Mami started before the girl - Madoka - rushed off again. She shook her head to herself. Strange girl…

Before she could think too much more on it, the door in front of her burst open. Madoka didn't seem to have changed out of her pajamas, standing there offering Mami entry. Mami gave a small smile in return as she took the offer and entered.

Madoka shut the door and began bounding up the steps in front of Mami. Mami followed quietly, thinking on what questions she could ask to get a better understanding of Homura. This girl seemed to know Homura far more than Mami did. It would simply be a good idea to ask a bit. Not so much as to pry. Just enough to get a better picture.

After a couple of flights Madoka rushed over to a door to the right and fiddled with the doorknob. Mami took in the cute decorations on the door. It was an inviting display of colors and 'welcome!' signs with a couple of 'have a great day!' signs breaking those up. After a few moments, Madoka was able to open the door.

"It sticks sometimes," she answered the unasked question as she, again, urged Mami inside. Not wanting to seem ill-mannered, Mami entered just enough so Madoka could shut the door. Madoka took her shoes off and began explaining, "My mom's at work and my dad's out shopping, so it's just me and my little brother right now."

"And you thought inviting a stranger into your home was a good idea?" Mami asked in what she hoped wasn't a patronizing way as she removed her shoes as well.

"Homura would've said the same thing! But," Madoka said, grabbing at Mami's hands, "if you're friends with Homura, you're safe."

"Ah." Again, the strangeness of this girl struck Mami. In another life, she could've pictured them being friends. A confident upperclassmen and her underclassman mate.

Not in this reality. The life Mami led wasn't exactly one that offered pleasantries to the laypeople. It wasn't a bad life. Just...lonely.

She shook herself out of her slight melancholy as Madoka led her through the apartment. It was a rather roomy place considering how run-down the outside was, with high-tier furniture and wall decorations. It screamed an upper-middle class family.

Why live here then? This was a more run-down part of the city. They could've easily afforded elsewhere, even with constant monster and supervillain attacks.

"Here! Sit!" Madoka indicated a rather plush couch near a playpen. Who must have been her brother was in the playpen, messing around with a variety of toy blocks.

Mami sat and waited for the girl to say something.

"It's really nice that you're friends with Homura," Madoka gushed. "Homura doesn't have many friends. Just me, and Sayaka...kinda...Kyouko, too, when Kyouko isn't being antisocial."

"You all live in the same building?" Mami asked, wondering where this was going.

"Yeah! Homura found all of us and brought us together, to protect us from Kyubey." Madoka shook her head. "Homura was able to convince our parents somehow. I don't know how. Maybe it's because she does such a good job stopping the bad guys from attacking us?"

There were several points that Mami caught that she wanted to know more about. She decided to grab the first one, the one that had already been bugging her. "How does she stop the villains from attacking this part of town?"

"Well, she uses her powers!" Madoka said like it was the most obvious thing in the world. "Hers aren't like mine. Hers are a lot cooler!"

Mami's world tilted slightly. "You have superpowers too?"

"We all do! Didn't Homura tell you?" Madoka tsked. "I'm sure she must have, or else you wouldn't know where we live." She grabbed onto Mami's burned hand and sighed. "This must be bothersome. You should be more careful!"

Madoka settled her hands around the burn and began humming. A pink glow emanated from her hands, surrounding the burn. Right in front of Mami's eyes, the burn vanished into nothing.

Madoka smiled. "See? I can heal others. Sayaka can heal herself and has some superstrength. Kyouko is super fast and nimble, and can summon spears. It's really cool!"

"That's…" Mami didn't have any words for it. An entire building full of supers? And no one knew about it? How was this possible? She shook her head and began, "I-"

A slamming noise caught her attention. Mami looked over to the window, confused, to see a plush doll sitting on the balcony looking in.

"It's here…" Madoka said with a squeak of fear. "Why is it here? How is it here?"

"The cat toy?" Mami asked. She got up and went to the door. Looking back at Madoka, she asked, "Is it something you lost?"

"That's-" Madoka was cut off by the sound of a gun going off. Mami burst into action, summoning several ribbons and a musket as she turned to meet her adversary.

She blinked, confused, to find Homura standing there on the edge of the balcony with the gun aimed at the toy. There were several holes in it, blood leaking out of each one. That was when Mami realized it wasn't a toy.

"Homura!" Madoka cried out as she opened the balcony door. Homura came in, a frown on her lips.

"You led him here," Homura accused, looking straight at Mami.

"I don't think so," Mami said slowly. "I was being cautious while coming here. I didn't want to burst your security bubble." She walked onto the balcony and poked the cat thing with her musket. "What is it?"

"This is Kyubey," Homura answered. "It's a monster. A beast that finds girls with superpowers and sucks them dry."

"I've never heard anything of the sort," Mami replied. And she hadn't. Something like that would've been talked about in the circles she frequented. A creature that could eat superpowers? Unheard of.

"It works in secret. Preying on those that don't know any better," Homura continued explaining. "It promises the world in exchange for losing part of yourself. Those that accept its offer…" She looked even grimmer. "They find their wish twisted, and their soul collapsing. No one can live without their whole soul. Once everything finishes crashing down, it eats what's left of you."

"You just killed it," Mami noted.

Homura shook her head. "They're infinite. Another will come and take its place. It's some kind of alien life form that eats souls."

"So it just...grants wishes?" Mami asked. "Why not just ignore the offer?"

"It's sneaky. It looks for any loophole it can to achieve its goal. Even pondering out loud can get it to feed," Homura said.

"Ah…" Mami looked at Madoka. "Homura was protecting you from it?"

"Yes!" Madoka pulled on Homura's arm. "Why didn't you go back and stop it?"

"It had been on the balcony for quite some time. Too far back for me to go," Homura explained. "I tried."

Madoka bit her lip.

"There's no way to stop it?" Mami asked. "I could contact my mentor an-"

"No!" Homura snapped. "You will not bring any Federation goons in here. This is their safe space, where they can live their lives free of that supers nonsense."

The gap was obvious. "But not you?"

Homura closed her eyes. "Sacrifices need to be made." She began walking towards the exit. "Follow me, Mami. Madoka, you stay put and don't open any doors ."

Madoka nodded, unsure of herself. "Yeah. I think I can do that."

Mami began following Homura. Out of the corner of her eye she caught sight of another cat thing on the balcony, eating the corpse of the other cat. Mami turned to say something to Homura, but found she had stopped to look at it as well.

"Monster…" Homura murmured before continuing on her way, Mami close behind.

Homura wasted no time when they got to her apartment. She opened the door like it hadn't even been locked and strode in. Mami followed but stopped short as she caught what was inside.

It was like an alternate dimension. There was nothing that looked even remotely close to Madoka's apartment. A couch in the middle of the wide open space was the only thing that looked normal. Otherwise it was a space that nothing made sense.

There was a pendulum hanging from the ceiling, swinging to and fro in the space. On the wall was what looked like tvs...except not. It was like the images were repeating and embedded there. It was all white, and looked to be almost endless.

Homura stopped to look at one of the tvs. She watched for a few moments before sighing. "It was close before." Mami realized the image in the viewscreen was of the cat - Kyubey - sitting across the street, on the opposite building, simply watching. "I shouldn't have blamed you for it finding them."

"It was only logical," Mami offered as she watched the screen. "I mean, I show up and then it appears…"

"It probably took you for an easy mark," Homura noted. "A new super that I had taken in, with very little understanding of the issue."

Mami thought for a minute as she simply watched Homura. Then she finally asked, "You stay here and fight alone? For the sake of these other girls?"

Homura nodded. "They're all my...friends. As close as I can get to normal people, anyway."

"I know that feeling all too well," Mami said without thinking. Homura eyed her, and Mami felt like she'd said the wrong thing. Trying to explain better, she said, "I don't belong with any group. I'm alone, in a world of people who don't understand." A smile was unable to be suppressed as she said, "But you do. You understand the loneliness. You…" She decided to dare. "You don't have parents either, do you?"

"...no. I don't." Homura was quiet for a moment. Then she began to leave. "You may stay and have some food while I go warn the others. I have some staples like bread and peanut butter you can eat."

Mami felt like it was an important step in the right direction. She nodded before asking, "Do you happen to have any tea?"

"No. You can have what I've offered." The response brooked no debate.

Ah well. It was worth a shot. "I will take that offer, if I may?"

"I wouldn't have offered if I wasn't okay with it," Homura said. Then, with a flick of her hair, she was gone. Vanished, per her norm.

Mami watched the viewscreens for a moment. The scene with Kyubey replayed over and over. Now, watching it closely, she could see the cat 'looking' straight at the screen.

She sighed before turning to find the kitchen in the blank emptiness.

"Shit shit shit shit SHIT!"

The screaming bout of language caught Mami by surprise. For a moment, she'd thought that Homura had been the one to say them. But the voice was wrong. Looking towards the entrance, she saw a blue-haired girl entering with Homura right behind her.

"You should've known better," Homura chastised in her normal tone.

"I didn't- I mean, how could I have known?!" the girl sputtered. "Kyubey hadn't found us! We were safe !"

"What's going on?" Mami asked, though her gut sank at what was obviously happening.

Homura looked at Mami. "Kyubey caught her wishing aloud and 'granted' her wish."

"I was just, just musing aloud! I didn't mean it!" She grabbed her head. "How could this have happened ?!"

"Calm down," Homura said.

"'Calm down'? CALM DOWN!?" The girl snapped, "It's eating my soul! EATING ME! If we can't figure out a way to stop it…!" She slumped down. "I'll just be gone ."

"Sayaka." Homura looked on stoically. "I can't promise to save you. I can promise that I'll do everything I can to do so."

Sayaka suddenly grabbed Homura's legs. "I don't want to die! I don't want to vanish . I, I wanted to confess to Kyousuke. I wanted him to like me back! I didn't…"

Mami went over and began trying to soothe the panicked girl. "It'll be fine. We'll figure something out."

For the first time, Sayaka looked at Mami. "And who are you ?"

"She's...an ally," Homura noted.

"Hmph! Unless she can explode Kyubey with her mind, I'm not too interested," Sayaka grumbled.

"I can explode him with other things," Mami said, trying to inject some mirth into the conversation.

"Good! Get to it!" Sayaka suddenly stopped, then sighed. "What am I saying? I'm doomed."

"Focusing on the negative won't change anything," Homura said with an edge of ire.

Mami nodded. "Yes. We need-"

Beep ba-da-beep ba-BEEP-beep

The three of them looked at Mami's hip. Specifically, her phone attached to her hip.

Mami just kinda...stared. That tone…

...why would her mentor be calling her now?