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The sound of Madoka slamming her hands against her marble desk pierced through the silent peace that the teacher beckoned her classmates to create in order to ease in the new transfer student. The classroom's collective eyes peered back and stared at the pink haired girl, who was now staring at her desk with no intent of letting anyone see her face, though she trembled more than anyone had ever her seen her tremble before.

After a moment, Ms. Saotome tentatively inquired Madoka. "Madoka? Are you alright?"

"..." Not a word from her.

The teacher pursed her lips, jotting down a mental note to tell Junko about Madoka's outburst later, but quickly adjusted her expression to a more fitting smile for her students, both old and new.

"Anyways!" Ms. Saotome's cheery voice pulled the students' attention away from Madoka's rather alarming behavior and towards the transfer student. She nodded at said girl. "Why don't you introduce yourself to the class?."

She nodded. She faced the class and began to speak.

"I'm Akemi Homura. It's a pleasure to meet you." She then politely bowed, the class applauding the black-haired girl as she rose from her bow.

"Wow, she's so beautiful." Sayaka whispered to Madoka, nudging the girl slightly from her desk. At those words, Madoka gulped and hesitantly glanced at the girl at the front of the classroom.

Homura Akemi, the transfer student, was quite the standout individual from appearances alone. Her body was slim and slender, with a posture so exemplary and clean one could mistake her as the student council president, despite the fact that this was her first day at Mitakihara Middle School. Her black hair was long, almost ethereal, and completely unbraided, in addition to a cold expression with no glasses between her eyes and the rest of the class.

In short, she had next to no resemblance to the Homura Madoka desperately wanted to exist.

As if to solidify Madoka's feeling, Homura's eyes soon fell directly onto her. Her piercing eyes staring straight at her might as well have been daggers stabbed into her body.

Despair and dread slithered themselves onto her, wrapping around her arms, legs, neck; all so, so tight. They bit into her, injecting the deadly poison that was the reality of the situation.

'... Of course it would be like this.' Madoka thought to herself, her eyes empty as she watched Homura make her way to her desk. 'I try to be optimistic, and fate just backhands me for it.'

The world around her was casted into darkness, the only things existed being her and Homura. Braid-less and glasses-less Homura.

'If Homura looks like that… the only explanation is that the cycle started. I… have already died.' The words took a moment to truly sink in to Madoka's mind, but once they had, they began to drag her down into the depths of mental turmoil.

'I've already died. I've already died. And I'm probably going to die again. No matter what I do, I'm going to die. I couldn't stop the cycle from happening despite how much I prepared. I couldn't do it.'

The dread and despair entered her body, making their way through her veins, leaving burning pain in their wake, until they reached the heart. They circled around her heart and constricted it, with Madoka's breathing becoming faster and shorter,

'The cycle is going to last for eternity because I'm going to dying. I'm going to die again.''

Madoka was now hyperventilating, though she herself didn't even notice due to the panic that her thoughts brought her.

'I'm going to die again I'm going to die again I'm going to die agai-'

"Ms. Saotome, may I bring Madoka to the nurse's office?" Homura, her hand raised, asked calmly, giving the said pink-haired girl a sideways glance.

Ms. Saotome looked over to Madoka with worried eyes. She was panting at an abnormally fast rate, with Sayaka gently shaking her in an attempt to notice her.

"No, Homura, I'd hate for you to have to deal with an serious issue like this on your first day of school. I doubt you even know where the nurse's office even is." Ms. Saotome hurriedly told the transfer student. "Sayaka, you should bring her instead."

"R-right." Sayaka rose from her desk, grabbing Madoka's arm. However, Homura stood up at the same time, and was slowly walking towards the two.

"I assure you, I can and should bring her to the office. I was informed as to where it was before I came here by the nurse herself. In addition, I've had episodes like this before, due to my condition, so I'd be able to help more than Sayaka." Homura stated, bringing a finger to her chest, tracing a circle where her heart was..

"From the looks of it, Madoka herself seems to not be aware of the world around her. She might not even realize what's happening to her. It's fairly likely she's having an anxiety attack, something I've both seen and experienced numerous times." Homura reached the two students, seizing Madoka's arm from Sayaka. "Thus, once we get her to the nurse's office, I will be able to calm her down more effectively then Sayaka." She looked at the blue haired girl. "I mean no offence or insult to your friendship with Madoka."

"... None taken, I guess?" Sayaka said, sitting back down. "Just make sure Madoka's alright, okay?"

"I'll be sure to, yes. Please excuse us." Homura assured, pulling Madoka up. Her breathing hastened for a moment at the sudden jerk from her arm, prompting Homura to guide her out of the classroom.

Two sets of footsteps echoed in the empty hallways, other students silently gazing at them from their desks as Homura directed Madoka to the nurse's office. The pink-haired girl was still being pulled by the arm, her legs automatically moving to keep up, but her breathing had fortunately stabilized significantly. However, Madoka continued to mutter words under her breath, refusing to face Homura. If Homura could hear her, she didn't act like she could.

The walk continued like this until the hallway had transitioned to a windowed wall. The sun boasted its warm radiance proudly, the beauty of the day that it accompanied on full display. The nurse's office was merely a corner away. Instead of continuing, though, Homura let go of Madoka's hand and walked a bit further, stopping at the one area where shade resided.

Homura turned around gracefully and stared at Madoka, who's head still faced downwards. She rose up her left hand to where the back of it was visible to Madoka, revealing a diamond. Her eyes stern, she mouthed:

"You know what I am, don't you? A Magical Girl?"

Madoka's eyes widened and the world around her suddenly rushed back into existence. Her head almost whiplashed with how fast it rose to face Homura, who made no reaction to Madoka's startled expression.

"Judging from your reaction, it seems I'm correct." Homura flicked her hair over her shoulder, her eyes hardening up as the hair gently fell into place. "Then we can get right into business."

"What… What do you mean? Why do you think I know you're a Magical Girl?" Madoka's throat was dry, but she still pushed herself to say something. She did not know what to make of the situation.

Homura tilted her head. "Besides the nature of your question confirming it, do you have any other explanation for your reaction to seeing me? A person who, to you, is just a transfer student that you've never met before?"

"Because the fact that you look like that means I've died and will continue to die hundreds of times." Madoka wanted to answer. Instead, the dryness of her throat amplified and impeded her ability to talk.

"Exactly. I don't care how you were informed about Magical Girl, whether it was Kyubey or another Magical Girl. It does not matter. What does matter is this." Homura's fists tightened, the Soul Gem on her left hand glistening in the sunlight.

"For whatever reason, you have an enormous amount of potential of a Magical Girl. Sayaka Miki also has potential, but yours dwarfs hers completely. And as you probably already know, us Magical Girls require Grief Seeds Witches drop upon being defeated to sustain ourselves. If you were to become a Magical Girl, you would pose a major threat to not only myself, but all Magical Girls who hunt for Grief Seeds. Thus,"

Suddenly, the sun reached a point where its rays directly shone into Madoka's eyes. It temporarily blinded her, forcing her to raise a hand to block out the intense light. When the rays had lessened and Madoka could see again, her whole body went rigid.

Homura, now dressed in her Magical Girl attire, was pointing a gun straight at her.

"It would do well for me to eliminate the threat you pose before it can grow into a major problem." She cocked the gun, the sound penetrating through the deafening silence, and Madoka flinched. "However, I am not a heartless monster. I will not kill you outright. Besides, the chaos that would follow your murder would be a hassle to avoid. Instead, I will ask of you one thing." Homura put away her gun into the confines of her shield and stared at Madoka dead in the eye.

"Do not become a Magical Girl. If you do, I will personally come after you. I may not be as strong as you likely will be when you become a Magical Girl in raw magical power, but I have far more experience. I can and will end you. I don't care what wish you desperately want, abandon the idea." Homura's voice held a tone of absolute finality that could cause even kings to kneel and obey her order.

"... O-okay." Madoka's words came out automatically. Homura nodded, a phantom smile temporarily lining her lips before it was immediately replaced by her default frown. A flash, and she was back in her standard school uniform, as though the magical transformation had not happened at all.

"Good. I will be returning to class, as it seems that your anxiety attack has all but disappeared. I'm going to say that I escorted you to the nurse's office. Feel free to go there or simply wait around until class is over." Considering that the end of the conversation, Homura began to walk back to the classroom.

The sounds of her footsteps made Madoka snap out of her daze. Though against what she probably should've done, that being nothing at all, Madoka asked a question just as Homura passed by her.

"What was… your wish?" Madoka hesitantly asked. Homura seemed to know that Madoka knew of the world of Magical Girls and how it worked, though for completely different reasons. Homura thought it was because someone had informed her. The actual reason were because of Madoka's nightmarish visions. However, she was not going to tell Homura about those nightmares. Instead, she was going to run with Homura's assumption of her being informed about the world of Magical Girls. Madoka could interrogate Homura without revealing anything on her end and not seem suspicious.

Homura stopped abruptly at her words. Sweat began to form on Madoka's forehead as the silent period only added to the tension.

"... That is of no concern to you. All you need to do is heed my warning." Homura finally answered. With that, she walked away, turning the next corner and disappearing.

The words Homura had told her, the situation they painted, it took Madoka a few moments to process them. But when she finally did, she hunched forward, covering her mouth in a utterly useless attempt to keep her lips open. Seconds later, though, she couldn't keep it in anymore and her mouth opened.

Madoka laughed.

She laughed louder than she ever has before. It echoed across the hallway; Homura probably heard her, but she wasn't in the state of mind to care. Tears materialized in the corner of her eyes as the laughter continued for minutes and minutes on end. The only reason her laughter stopped at all was that Madoka was running out of breath.

She took a second to regain her composure. 'This Homura… it's not the same Homura from my nightmares! That Homura made her wish to protect me and to save me. If that was still the case, there's no way she would threaten me! All she was supposed to say when we come here was to 'stay as Madoka Kaname'. Which means that…'

Madoka wiped away at tears she couldn't distinguish between being stray tears of her laughter or tears of relief.

'Homura made a different wish to become a Magical Girl. I… I haven't died. The cycle hasn't started yet!' All of the fear, despair and dread Madoka once felt was lifted all at once. She felt as light as a feather, drifting in the paradise that was the fact that the cycle had not started yet.

Madoka returned to a more proper posture. Her tears had stopped for the most part, the only remnant of them being the barely visible tear tracks on her cheeks some of them managed to create.

"There's still a few things to figure out for now, like what Homura's wish actually is and why she's suddenly threatening me over becoming a Magical Girl, not that I would become one." Madoka sighed contently. "But for now, this is more than good enough."

Madoka closed that mental door firmly. There was no more need to think about that.

She pulled out her phone to check the time. There was 28 minutes until the second-to-last period of the day ended; next was gym. The whole class thought that she was in the nurse's office. Madoka could simply return to class and say she went to the nurse's, but there was a likely chance that Ms. Saotome would question the nurse on what was going on to her, and her lie would be quickly found out. Besides, she wasn't going to be able to concentrate on class at all.

The nurse's office it was.

"Excuse me, Ms. Kuwahara."

"Ah, who is it- Oh, Madoka!" The school nurse, Ms. Kuwahara, greeted her kindly from her beige-colored revolving chair. Her hair was a blueish white, and though her face looked youthful, a few wrinkles were apparent on her face. "So, what bring you here? Feeling under the weather?"

"I had an anxiety attack." Madoka said bluntly, walking up to the customary bed near the nurse's desk and sitting on it. She wasn't going to deny the fact that it happened; even if she did, Ms. Saotome sure wouldn't.

Ms. Kuwahara looked at her, suddenly twice as rapt with concern. "That isn't exactly something you just drop on someone so casually, you know." She said in a joking tone, though it was laced with worry.

"It disappeared on the way here. I'm just here to kill time before class ends, that's all." Madoka stated.

"You look fine, so I'll take your word on that part. But anxiety attacks don't just happen. What happened?" Ms. Kuwahara questioned the girl, who sighed.

"Nothing-"

"Dreams again?" Ms. Kuwahara said with complete seriousness. Madoka withheld the urge to glare at her and shook her head.

"No, it wasn't that." Madoka said, rolling her eyes. Ms. Kuwahara happened to be one of the few people who knew that Madoka had nightmares incredibly often. The nurse said that her mother had informed her.

Ms. Kuwahara sighed but relented. "We both know that's a lie, but I'm not going to get anything else out of you, it looks like." She showed a small smile. "Still, you should rest a little bit. Even if your anxiety attack did 'completely disappear', your body still might be shaken and weakened. You couldn't possibly go back to class like that, especially since you have gym next. Lie down for a bit."

Madoka considered denying Ms. Kuwahara's proposition, but the events of the past hour had tired her out quite a bit, even if not exactly to the point of exhaustion.

"Okay." She lied down on the bed. It was comfortable.

"I'll be busy during last period, so I won't be here. If you wake up during it, you can go back to class. I won't be bothered if you nap through it, though." The nurse stated, before turning back to her desk, presumably back to her work. Madoka nodded at her.

When Madoka closed her eyes, she found that sleep came to her almost immediately.

"N-No, M-Madoka…!"

"Why…"

"You knew you were going to die, so why…"

"I wish that you decided to live, instead of choosing to save someone like me…!"

"..."

"Would you be willing to trade your soul for that wish? Do you want that wish so badly that you'd commit yourself to a life of battle?"

"..."

"W-would…"

"Would you grant any wish I grant any wish I wanted, if I made a contract with you?"

"T-then…"

Homura shakily stood up from the remains of Mitakihara, the corpse of Madoka laying in the water and rubble.

"I… I wish to-"

Madoka's eyes shot open.

'I should've expected that after what happened.' Madoka thought to herself, pushing herself out of bed. Of course her sleep wouldn't be dreamless after what had happened. And unfortunately, that was quite possibly the scene she wanted to see the least right now.

The moment where she first died. The moment Homura made the wish to protect her by going back in time, and by proxy starting the cycle, forcing Madoka to suffer infinitely in Homura's attempts to save her.

Her body was shaking now. She inhaled the cool air to stop it from doing so.

"It's fine. The cycle hasn't happened.. Homura made a different wish." Madoka muttered to herself. "A different wish, a different wish, a different wish…"

She repeated this like a mantra until she calmed down.

She then turned to the clock. The final period of the day, Gym, still had about 30 minutes to go before the day ended, which explained why the nurse wasn't there, considering she said she'd be absent at this time. It was also good, since Madoka did not want to be in this room at the moment.

She stood up, before the corner of her eye caught something on the nearby table. Her gym clothes, along with a bottle of water, were neatly set down. Madoka's mood perked up a little bit at Ms. Kuwahara's kind gesture. She changed into the athletic clothing and grabbed the water bottle before leaving the nurse's office.

"Madoka!"

The said girl's head turned to the voice calling out to her. It was Sayaka and Hitomi, both looking quite concerned.

"Oh, hi. Shouldn't you both be outside?" Madoka commented as the two girls ran up to her. She herself was at the door leading to the courtyard.

"I went for some water, is all. Forgot to bring a bottle. Hitomi came with me." Sayaka said. "Anyways, that's not what's important! Are you okay? You had a panic attack in the middle of class!"

"I'm fine, yeah. Don't worry about it." Madoka replied, opening her water bottle and taking a sip of it. "I wouldn't be here if I wasn't."

Sayaka grumbled, seemingly not satisfied with the answer. Hitomi put a hand on the blue-haired girl's shoulder, understanding her feeling but wanting her to calm down.

"If you're okay, then that's that." Hitomi smiled. "Let's go back outside, shall we?" After having said those words, she stepped through the door. Even still, Sayaka didn't seem convinced, as her look towards Madoka clearly stated.

"Sayaka, I'm okay." She wasn't even lying in that aspect; her body felt fine.

"I know… but it's hard to just act as though nothing happened, you know?" Sayaka retorted worriedly.

"Look, I-"

"Save me!"

The two girls froze.

"Sayaka, Madoka, please save me!"

"... You heard that, right, Madoka? S-Someone called out to us to save it?" Sayaka stuttered, holding a hand to the side of her head.

"... No, I didn't. You're probably just imagining it." Madoka said through grit teeth. The blue haired girl shook her head fiercely.

"You did! I don't know why, but I can hear their voice even though they aren't here. And I can feel where they are, too!" Sayaka stated, turning around. "They're downstairs, in the basement. Let's go and save it-"

The loud sound of plastic and a splash caused the blue-haired girl to turn back. Her eyes slightly widened.

Madoka stared at her with an uncharacteristic smile on her face. The sound had most likely come from the water bottle in her hand, which was now crushed in the pink-haired girl's grip. The water that had gushed out was splattered on the ground, the occasional drip coming from the bottle's mouth.

"Sayaka, your worry for me might be causing you to imagine hearing things." Madoka calmly said, the smile on her face suddenly seeming a whole lot less pleasant. "Come on, let's go outside and meet with Hitomi." Sayaka could see that her grip on the water bottle was still tight.

"... Okay." Sayaka mumbled, before putting on a not-all-to-convincing smile. "You're right, probably just my nerves or something! Y-you haven't seen the transfer student in action, right? You should check it out before gym ends!" The blue-haired girl then muttered a few more words under her breath that Madoka couldn't decipher before going through the door.

Madoka, after a moment of nothing but hearing water droplets hit the ground, threw the bottle aside and followed her.

There had been far more people worried about Madoka's wellbeing then she thought would even acknowledge it. When she reached the courtyard where gym took place, nearly half the class flocked to her, probing her with their worries, Madoka was a bit surprised at that.

"Shouldn't you still be in bed? Mom says rest is important!"

"Are you sure you're okay, Madoka?"

"What happened?"

While Madoka was actually appreciative of the fact people she considered as strangers were concerned about it, they were just that; strangers. She calmed everyone down as best she could and denied all their inquiries for explanation immediately. After all, if she wouldn't tell family or 'friends', why would she them?

Two minutes passed, and the focus of attention, both of the students and Madoka herself, shifted right onto Homura. She was coming from a corner of the building, dusting off her athletic shorts while walking towards the group.

"I'm sorry for that, everyone. I thought I heard something over there, but I couldn't find anything." Homura apologized with a curt bow, before turning to Madoka. "Hello, Madoka. It's nice to see you're feeling better after having rested at the nurse's office for a bit."

Her words, though soft and kind, were completed contrasted by the stare Homura was giving her. Her eyes were cold and focused, screaming 'You better have listened to me' without the need for actual talking. And though this would scare anyone else, Madoka secretly relished in this stare, knowing that a Homura that hated her meant a Homura that didn't go back in time and subsequently cause her to experience many deaths.

Madoka couldn't help but grin at that thought, even if Homura wouldn't know why she was doing so. "I have, yeah. Thank you for bringing me there."

"Don't mention it." Homura said with a nod.

A whistle ended their small talk, and all of the students turned to the gym teacher.

"Now now, you can all talk to Madoka after class ends, but class isn't over yet." She gazed at her watch and smiled kindly but sheepishly. "We still have time. Just do a few laps around the track, please!" The class collectively groaned but began to jog, including Homura and Sayaka, the two giving Madoka a look before they started to run. The teacher then turned to Madoka, who hadn't moved yet.

"Not going to run?" The teacher said, with a tone that clearly stated that she wasn't going to force Madoka to anyways. The said pink-haired girl sat down, bringing her knees close.

"No," Madoka stared at Homura go around the track, easily outspeeding everyone behind her without even a modicum of effort. The only one who was even standing a chance at approaching her was Sayaka, who was looked like she was trying her damndest. "I'm just going to watch. I don't think I could run very well right now anyways; I just needed some fresh air."

The teacher nodded in understanding. A few moments later, she left Madoka's side to help a student that had fallen down while running.

Madoka's attention, of course, was still on Homura. The black-haired girl was barely breaking a sweat, even though she was probably running at speeds rivaling athletes. This must've been incredibly surprising to everyone else, considering she supposedly had cardiac issues, but Madoka already knew that Homura was a Magical Girl, and thus feats like this were a piece of cake for her.

Staring at Homura, the girl who was such a prominent figure in her visions, gave Madoka a feeling she couldn't describe; Even if Homura had made a different wish here, Madoka's opinion of her primarily came from those visions; the ones where Homura had started the cycle, for that was the one she knew the best, oddly enough.

And in that respect, Madoka never knew how to pin down her opinion on Homura. Madoka absolutely despised Homura because she started the cycle with her wish, because of her cold-hearted detached demeanor, because a simple shift in appearance on Homura's part could send Madoka into a panicked frenzy, because Homura never once actually saved Madoka.

Madoka also loved and respected Homura; because her shy persona that cared about her, because of the bravery and care for her Homura showed by using her wish to try and save Madoka, because of her beautiful appearance, because no matter how many times Homura failed, she would get back up and try again and again, all to save Madoka.

Homura was, in Madoka's eyes, a walking contradiction. The only reason she wasn't stuttering over what tone and what words to use with Homura was because the black-haired girl's wish was different.

Madoka sighed, shaking those confusing thoughts away, and went back to looking at her classmates run around the track.

Or, at least, she would, if it wasn't for a high-pitched voice cutting into her mind.

'Hello, Madoka Kaname.'

Her eyes widened, and her head whipped over to the direction of a nearby plant at the edge of the courtyard.

Hidden within foliage with ruby eyes staring blankly at her was Kyubey.

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Notes for Chapter 3: Thank you for your support and your patience.

I apologize firsthand for the delay of this chapter as well as its possible confusing nature.

Ms. Kuwahara's name comes from the nurse from Hidamari Sketch, a series animated by the same studio as Madoka (SHAFT) and created by the same character designer as Madoka (Ume Aoki). Original characters are not planned to become a big part of the story.

Further notes will be added as necessary.