Homura Akemi sprinted through a lower unfinished floor of the Mitakihara shopping mall. It was dark and almost pitch-black at times, but that wasn't a problem for her. She dodged dangling wires and leaped over construction equipment and stacked materials as she ran, none of it slowing her down her pursuit. The chase hadn't started here, but it would end here. Homura would see to that.

As a magical girl, she had often played the hunter, but today her quarry wasn't one of the witches that magical girls usually fought. It was the being named Kyubey, the one responsible for granting wishes to ordinary girls and turning them into magical girls. She could see it just ahead of her, a little white animal that looked like a cross between a cat and a rabbit.

Her prey was fast, but so was Homura. And she was experienced, having done this exact situation many times before in a time loop that she had repeated over and over. This time, she was more prepared.

The pitter-patter of Kyubey's paws was in stark contrast to the heavy steps Homura took as she ran. The thing changed direction and headed for an air vent - a small, tight place in which it could maneuver more easily than Homura – but Homura headed it off by pulling out a tear gas grenade from her shield and flinging it in that direction. There was a loud hiss as gas began spewing into the air, and Kyubey was forced to go another way, allowing Homura to gain on it.

As she closed the distance between them, Homura retrieved her recently-acquired Taser gun and fired it at Kyubey's back. There was a loud crack of electricity, and as the bolt from the Taser gun hit Kyubey, it went sprawling to the floor in a pained squeal. Before it could recover and take off again, Homura tossed the gun aside and quickly reached down and scooped up the little animal into a thick, heavy bag. She pulled the drawstring on the bag shut and knotted it tightly. Supposedly, the bag was slash-resistant and couldn't be cut open with most knives, making it ideal to keep something in that you didn't want to escape or be freed. Inside the bag, Kyubey struggled and thrashed around, but it was stuck in the bag.

It was done. Now, what was she to do with it?

Homura knew that this was only a temporary fix. It would get out of the bag somehow, eventually. If she killed it, it would just make another of itself. She had seen that happen many times. The easiest solution might be to simply stash it somewhere where nobody would notice it, like down here in the under-construction floor of the mall (between the dated signs and her previous experience, she knew it wasn't going to be worked on anytime soon). Or perhaps she could toss it into the sewers. That would be a fitting place for a rat like Kyubey.

"Hey, Homura Akemi!"

"Homura-chan!"

Homura turned sharply at the sound of two girls calling her name, two girls whose voices she knew very well. She had been so lost in thought that she hadn't even heard their footsteps.

Damn it. I didn't want them to see me here.

And she certainly didn't want them to see her with Kyubey. Even having him being hidden away in the sack was unsafe. He could contact them with his telepathic magic, just as he continued to yell inside Homura's head.

Hey, you! I'm not some plush toy you can just throw into a bag!

But there was no time to focus on that or to curse herself for her screw-up. Quickly, Homura ducked behind a large concrete pillar and stashed the squirming sack into her shield. It seemed to have no limit of storage, so why not this too? She then transformed so that she looked like a regular Mitakihara Middle School student once again, sliding a silver ring back on to her finger as she did. Would Kyubey still be able to telepathically contact Madoka from inside her shield? She had never tried anything like this before. It didn't stop Kyubey from being in Homura's head though.

This is completely uncalled for! Let me out of here!

Homura ignored it. She stepped out from her hiding place and casually strode up to the two middle school girls approaching her, Madoka Kaname and Sayaka Miki, doing her best to look as unassuming as possible. Hopefully, they wouldn't notice that her clothes had changed. This wasn't the way this situation usually went, but Homura could improvise and try to make the best of things anyway. The other two girls came to a full stop only a meter away.

Homura greeted them with a nod. "Hello."

"What are you doing down here, transfer student?" Sayaka asked, putting her hands on her hips.

"Looking around," Homura said, calm and even as ever. "Though I might ask the same of you two. It isn't safe here."

"If it's not safe, then you shouldn't be here either, you know."

"But I heard something!" Madoka insisted. She looked around as though expecting to see someone else. "Someone…was calling my name and asking for help…it was coming from somewhere around here…it led me here…"

"Are you sure you weren't just imagining it?" Sayaka asked her. "We searched, and there's nobody here except for…well, her. Wait, maybe she was the one calling to you, Madoka!"

"No," Homura said, shaking her head. "I can't do anything like that."

"I-I'm sure it was real though," Madoka said. "Did you hear anything Homura-chan? Someone calling to you for help? Say, in the past ten minutes or so? Is that why you're here?"

"Sorry. Nothing of the sort."

"Hearing a voice in your head is usually a bad sign," Sayaka said. She peered at Madoka intently. "Are you still hearing it?"

Madoka shook her head, the upset expression never leaving her face. It seemed like placing Kyubey into her shield had at least temporarily cut off its telepathic line to Madoka. Or maybe Homura trapping it had distracted it. Either way, that was a relief. Now Homura just needed to figure out the best way to proceed from here.

She put on a look of concern. Of course, she was always concerned about Madoka. "Are you alright, Kaname-san?"

"You…you two don't think I'm crazy, do you?"

"Not at all," Homura assured her.

"You have been acting a bit strange today, but if anything, she's the crazy one," Sayaka said, pointing a thumb at Homura.

Homura ignored that and continued to focus on Madoka. "You needn't worry too much, Kaname-san. There are a lot of explanations as to why you might have thought you heard something. For example, sometimes, when stress has gotten to us, things of this sort occur."

Homura knew a thing or two about stress.

"I don't think I've been under any major stress…" Madoka said.

"Maybe it was a subliminal advertising message in that music you were listening to in the store," Sayaka suggested.

"D-Do they do that?" Madoka asked.

Homura shrugged, secretly grateful for Sayaka's proposed explanation for Kyubey's telepathic cries for help. "Who can say? Stranger things have happened. Perhaps what you need is some fresh air."

Homura had been in this same place and situation many times before, and she knew that a witch could appear at any moment. It wouldn't do to linger here. The more Homura kept Madoka away from any magical girl business at all, the better off she'd be.

"Yeah, it's all dark and dusty down here," Sayaka said. "Come on, the exit is this way."

Sayaka pulled on Madoka's arm, but Madoka stopped and looked at Homura. "Are you coming, Homura-chan?"

Homura nodded. "Of course. I'll be right behind you."

She had to be ready in case the witch did appear and attack (The flower witch, she reminded herself, it's the flower witch who shows up here). If she was able to, she'd come back and deal with it later, but hopefully, Mami Tomoe, another magical girl, would handle that problem first; Homura figured she was somewhere nearby as well at this point. Though now that Homura thought about it, it was probably better to get out of there before they ran into her as well. Being saved by Mami and seeing her in action seemed to be a catalyst for causing too many girls to take up the mantle of magical girl.

As they made their way back to the access stairwell, Homura casually glanced over her shoulder looking for Mami Tomoe or the witch and bracing for either to make an appearance. But nothing happened, and nobody else appeared. Madoka and Sayaka continued to chat, but Sayaka noticed Homura looking behind her.

"What do you keep looking at?" Sayaka asked. She looked too, but not seeing anything out of the ordinary, raised an eyebrow at Homura.

"Are you hearing a voice calling for help now?" Madoka asked. She clearly wasn't ready to give that subject up.

"No," Homura said. "I was simply admiring the construction."

"Huh?" Sayaka asked. "You really are strange."

"Homura-chan has a point though," Madoka said. "I mean…when all the work here is finished, I bet this section is going to look nice!"

As always, Madoka was thinking of others and didn't want anyone to look foolish. She had such a kind and caring heart, and Homura loved her for that.

"I don't think it's going to be finished anytime soon," Sayaka said. "I mean, they've been working on this since, when? Last fall?"

"But good things come to those who are patient!" Madoka smiled at Homura. "Isn't that right, Homura-chan?"

"Of course," Homura replied, thinking of all the times she had seen the Mitakihara shopping mall utterly destroyed by the witch Walpurgisnacht and reduce to a huge pile of rubble.

She had also once seen it turned into a war zone when a different witch had taken up residence in the wing they were in and had forced all the shoppers in the mall to start fighting each other to the death and eating those who were badly injured. That had been a particularly bad timeline; when Madoka saw the results of the massacre, she wished all the witch's victims back to life. Homura, both despairing and marveling at her self-sacrifice, hadn't bothered continuing with that timeline.

Homura breathed a small sigh of relief when they exited the under-construction wing of the mall and then the mall itself entirely. She had successfully prevented Madoka from having a run-in with Kyubey, a witch, and another magical girl. Usually, she had a hard time stopping any of those.

"Time to head home," Sayaka said, waving her bag. She turned to Homura. "Well, for Madoka and me, anyway. I'm sure you have someplace else you need to go and lurk."

"No," Homura replied. "No more lurking for today."

Madoka giggled. "Homura-chan is funny."

"In more ways than one," Sayaka muttered.

"Sayaka!" Madoka elbowed her in the side.

Homura appreciated Madoka's intervention on her behalf, but it wasn't necessary. Homura wasn't bothered by anything other girls said or did, so long as it wasn't harming Madoka. Verbal jabs had long since ceased to bother her, especially those from Sayaka Miki. At least Sayaka wasn't talking about anything magical-girl related. Homura had seen far too often the fate that befell her when she got involved in that.

"Don't forget that there's a math quiz on Friday," Madoka said. She turned to Homura. "I was going to offer to help you study for it because you just started here…but it doesn't seem like you need much help, Homura-chan."

"That's very kind of you to offer, but yes, I'm prepared for the quiz," Homura said. She had taken this same quiz many times already, and knew all the answers by heart. It never changed.

"Must be nice," Sayaka said. Homura knew she had trouble with school and generally poor grades.

"Don't worry, I can help you, Sayaka!" Madoka declared because of course, she would help. "And maybe Hitomi would too…if she has time. Maybe even Homura-chan would be willing to help you!"

Homura suddenly felt on the spot. "If you're okay with it, then sure."

Though that was pointless. She could see Sayaka Miki accepting help from Madoka or their mutual friend Hitomi Shizuki. But "transfer student" Homura Akemi? No. Never.

Sayaka simply put her hand behind her head and laughed a little. "No…no need for any tutoring. I'll be fine."

"You made a ten on the last quiz," Madoka reminded her.

"Hey! Don't just blurt out things like that in front of the new girl!"

"Ah, sorry," Madoka giggled and winked at Homura. "Pretend you didn't hear that."

"Hear what?" Homura asked. She could play along with this.

"Exactly!" Madoka beamed at her. "Oh, and Homura-chan?"

"Yes?"

"You don't have to wander around in the empty section of the shopping mall by yourself…you can spend time with us instead. I mean, if you want to. Especially since you're new and don't know anyone here yet."

Homura blinked. Madoka's invitation caught her off-guard. It had been many time loops since she and Madoka had been close and spent time together. For one brief instant, she considered spilling everything then and there, bringing Madoka in as a confidant and an ally in Homura's ongoing mission to save Madoka from death.

But, no. That wouldn't work. Homura had tried that tactic before, and she knew what the results would be: incredulity, ridicule, distrust, suspicion, and, ultimately, more trouble.

"Thank you for the offer," Homura said. "But I wouldn't want to impose."

"It's no trouble at all!" Madoka declared. "Isn't that right, Sayaka?"

"Uh…" Sayaka said. "Yeah…it's fine, I guess." She peered at Homura. "Just don't try any of your weirdo business with me. Okay?"

Homura raised an eyebrow at Sayaka. "Weirdo business?"

"Ah-ha-ha, it's nothing!" Madoka said nervously, waving her hands in front of her. "Just…just ignore Sayaka. She's being silly. She didn't mean any offense."

"No harm, no foul," Homura replied calmly, wondering where in the world that non-sequitur had come from. It seemed Madoka and Sayaka had already had conversations about her. Homura supposed that was to be expected, as middle-school girls were prone to gossiping (briefly forgetting that she herself was technically a middle school girl).

"Well, my house is this way," Madoka said, pointing off down a street that led away from the mall. "Sayaka's too. Which way is your place, Homura-chan?"

"I'm afraid I have to go a different route." Boy, was that ever the truth.

"Oh, okay…then see you tomorrow!" Madoka waved as she started off. Sayaka shrugged and then gave a half-hearted wave as well. Homura supposed that was better than the open dislike and distrust she usually got from Sayaka Miki.

"Until tomorrow," Homura replied. "Both of you be careful on the way home."

When Sayaka and Madoka were out of sight, Homura stepped into a side alley, pulled off her silver ring, and transformed. Sure, she'd probably attract a few bewildered glances as she traveled through the Mitakihara streets as a magical girl, but that was fine. Homura had long since dispensed caring about what random strangers thought of her. Her time magic could get her to wherever she needed to go undetected, but using that would mean revealing what she could do to Kyubey. And she didn't want it to know what all she was capable of unless it became absolutely necessary.

She pulled the nylon sack from her shield. It was still tightly closed, and the thing inside wasn't moving at all, though Homura could tell it was still in there. She punched the bag with her left hand. There was a high-pitched squeal, and then some movement. Had Kyubey fallen asleep in there? Well, that didn't matter.

She started in the direction of the Mitakihara harbor. Maybe it would just be easiest to just toss the thing into the sea and let the tide carry it away. Kyubey would be back – just like the cat in the song – but this would buy Homura some time. It would also be incredibly cathartic, and after the long day, Homura needed to blow off some steam anyway. As she was walking, Kyubey decided to try and engage her in telepathic conversation again.

So, Homura Akemi, is it?

While she was annoyed that this thing had somehow picked up her name, Homura didn't reply. Its words were poison, and any attempt at conversation with it was pointless. That, of course, didn't stop it from chattering away in Homura's head.

You're clearly a magical girl, albeit not one I'm familiar with. I'm curious about that, as well as what exactly you're trying to do. I was simply scouting for potential magical girls. Were you trying to stop me from doing my job? How very strange you humans behave sometimes.

Homura didn't answer and tried to keep her mind as blank as possible. She kept striding on, staring straight ahead. Thoughts still crept into her mind anyway. It had occurred to her that this was a potential solution to keep Madoka from ever coming into contact with Kyubey: stowing him away in her shield. But there were two problems with that idea. The first was that she'd go mad listening to it all the time. The second was that she didn't know how long it would last. Either her magic would run out, or the thing would escape. Or both.

Whatever you're plotting is likely a useless gesture, Homura Akemi. Stop and let me out of here. We can talk face-to-face and perhaps reach a mutually beneficial arrangement. Or at least establish some basic terms.

Homura, of course, would never make any sort of arrangement with this creature, but she did stop walking. She was standing in the middle of a tall bridge that crossed over the Mitakihara River. She knew this place very well – it was here where her very first encounter with a witch had been. Madoka had saved her that day. Now their roles were reversed, and Homura was the one taking action to save Madoka instead. She made her way over to the cement barrier and peered over the side.

Some thirty meters below, the river flowed swiftly. The sluice gates further upstream must have been open. Homura watched sunlight play on the water, appreciating the beautiful symphony of light and sparkles as the water rushed over the rocks, then chucked the bag over the side of the bridge as far as she could manage. It hit the water with a soft splash and was immediately washed away in the strong current.

Problem solved, she thought. At least, for the time being. See you when you're back, Kyubey.

She did her best to direct that thought at the thing, but there was no telepathic response this time. She had never quite figured out of there was a limit to Kyubey's range for that, so she didn't know if he was now too far away from her or if he had simply given up on attempting to communicate with her. Well, that didn't matter. She had won one more day of Madoka's safety.

But she had to stay vigilant. Because of her experience in previous time loops, Homura knew that Kyubey wouldn't simply give up trying to trick Madoka into becoming a magical girl. It would hound her relentlessly, attempting to trick her into making a contract and condemning her to death or an even worse fate.

And Kyubey wasn't the only danger to Madoka's well-being. There was one more thing Homura needed to check before she went home to b apartment.

Homura made her way back to the Mitakihara shopping mall and took the stairs down to the unfinished floor that she had hunted Kyubey through earlier. It was dark and empty, and her footsteps echoed loudly as she walked through it, searching for any signs of a witch or another magical girl.

She held up her soul gem. It emitted the same soft purple glow it usually did. If the witch had been here, it was gone now. Killed or fled? That didn't matter much, though Homura knew she'd need to be careful. She continued to look around and even tried tentatively calling out. But she was alone. Mami Tomoe wasn't here either. Was she off trying to save Kyubey? Maybe he had already reached out to her for help. He had done in that past, after all, and Mami Tomoe was always happy to play rescuer.

As always, there were too many "what ifs." But Homura was used to that. And she could adapt.

She left the shopping mall and began to make her way home. Her work had only just begun.

Author's note: This is going to be primarily a Mami-Kyouko fic with a secondary plot of Homura-Madoka. The two plots will interact, of course. I know Kyouko usually gets paired with Sayaka, but I wanted to try giving poor Mami some romance, and I know this pairing isn't entirely unheard of.