The Holy Quintet had to continue on foot, taking Duo and Peacock with them on the riverside route. Duo is still kind of sour over the fact his Gundam is with the Black Egrets and that he won't be able to pilot it for a while.
Duo approached Sayaka as they were carrying on. "Okay, I have to admit that was stupid of me back there. But don't believe that I can be useful without the Gundam, most of my fighting comes from controlling that thing."
"And you're telling me this why?" Sayaka looked at him awkwardly.
"If it weren't for you, I would've been dead so... thanks." Duo then walked ahead of the group.
"Huh. You're welcome I guess." Sayaka was then pestered by Kyoko. "What now?"
Kyoko has her arm over Sayaka's shoulders. "Still think he's your type? Peacock and I saw."
"Are you and Peacock still thinking about that?" Sayaka glared at Kyoko. "Just drop it already!"
"Come on, it won't hurt to admit it!" Peacock stood beside Sayaka with Kyoko.
"No!" Sayaka denied.
"You like him, Sayaka, admit it," Kyoko teased.
"It's only been like a day! Don't you think your forcing this relationship too soon?" Sayaka is blushing.
"I can hear you guys, you know?" Duo looks behind him while walking. He smiled a bit, indicating that he finds it funny.
The three girls looked at Duo in awkwardness. Sayaka struggled to push Kyoko and Peacock away from her.
"Both of you...!" Sayaka fumed.
Peacock and Kyoko both chuckled; Madoka found this to be embarrassing and sighed, shaking her head.
"Kyoko, Peacock, leave Sayaka alone now," Mami walked over and brought Sayaka away from the two. "Don't worry, we can handle this later."
"Thanks..." Sayaka found all this annoying.
Eventually, they would find an oriental fortress that's unusually maintained despite it's abandoned state. Lanterns were lit and the gates were open to anyone to come inside, but that exposed them to an easy infiltration.
It was night by the time the Holy Quintet arrived.
"I guess we can stay there for the night," Mami declared.
Duo stopped to stretch. "You know, if we find more abandoned places like this, I'm gonna call it that there's a pattern."
"I hope not—" Peacock is interrupted by an explosion coming from the fortress. "Someone has already claimed the place!"
A small figure can be seen jumping into the air with violet wings and firing violet arrows before falling back down. There was a fighting going on. The Holy Quintet don't recognize the powers, but they can assure themselves that it was powers of a Magical Girl.
Among the Holy Quintet, Madoka looked like she recognized who the Magical Girl is just from the colors. She starts running towards the fortress, changing into her Magical Girl form and taking out her bow.
"Huh? Madoka!" Sayaka runs after her.
"What has gotten into her friend?" Duo looked at Mami and Kyoko.
"Don't look at us," Kyoko replied.
"Weren't you guys looking for your friend?" Avery appeared out of Peacock's top hat.
"Homulily, Moemura, or something like that?" Peacock has forgotten Homura's name.
"I guess that explains Madoka's sudden actions. We better follow." Kyoko join Sayaka in going after Madoka.
Mami, Peacock, and Duo later followed.
They would eventually find Sayaka and Madoka in the fortress' garden bailey where the fighting appeared to be taking place. At that point, the fighting was already over. Two of the fighters were present, both are knocked out.
One of the opponents is a teenage angel armed with a gold and blue arrow. He has pegasus wings, a white and red tunic, black shorts, gold laurel crown, and leather sandals.
The other opponent is a masked malformed girl in a white gown, armed with a bony tail with a razor pinwheel at the end. The mask appears stitched to the face with red eyes that faded to black. Her wrists and ankles were braced with iron and her thighs and shoulders were pinned with nails.
Peacock checked on this malformed girl and confirmed it. "This is Carol... and she was infected." She shook her head.
"Carol... But she isn't supposed to look like this..." Madoka is shocked to see that this monstrous being is Carol, Filia's friend. "What happened to her...?"
"I think Ben and your friend Filia left something out." Peacock sighed. "She has another name other than Carol. Painwheel."
Madoka didn't know what to say. She then watched as the crystals started to come apart.
Crystals spines that were once present on the masked girl shattered into a dusty essence that was drifting towards a third fighter.
This third fighter was under the shadow of a tree. They stood there until they came out the shadows. It's Homura Akemi. Crystal raven wings and talons were present on her and soon reside after absorbing the dusty essence. There were also additional crystals that were jammed into the clockwork of her shield. The crystal specks making wing patterns on her entire chest was still there.
"Homura-chan!" Madoka called. She's glad to see her again.
"Homura?" Sayaka noticed.
"She's alright... I think." Kyoko took a closer look.
"Homura-chan, I'm glad you're alright—" Madoka took one step before coming to a halt.
Something's off about Homura. Rather than eyes of a sweet, innocent friend, there are eyes of a cold, dark woman. Her red, nerdy glasses were not present on her. Her pigtails were no more and replaced with simple long hair with a red headband and ribbon. She barely expressed an emotion on her face.
This intimidated Madoka, and Homura shocked look didn't help. "Homura-chan?"
Homura glared and soon stepped closer towards Madoka. "Madoka Kaname! You've made a contract with Kyubey!"
"Wh-what—?" Madoka is starting to become afraid.
"Why didn't you heed my warning?" Homura stressed.
"Homura-chan, you're scaring me." Madoka doesn't know what her friend's talking about. "Aren't you happy that—"
Homura then grabbed Madoka by the shoulders and shook her. "Do you realize what you've done to yourself once you made that contact? There's nothing to be happy about!"
"Homura! I don't understand! You've known me as a Magical Girl! You, me, Sayaka, Kyoko, and Mami! We worked together, don't you remember?"
"All of you would end up with the fate of becoming witches! Can't 'you' remember that truth? What about Walpurgisnacht? The Law of Cycles? The Wraiths? Don't you even remember that you wish for, Madoka Kaname!? Remember!"
Madoka is now struggling. "Homura! Let me go! I don't understand what you mean!"
Mami and Kyoko immediately intervene to separate Homura from Madoka. Madoka ended up falling back and landing in a garden pond. Sayaka and Duo and over to help her out of the pond.
"Geez, what was that all about" Duo stated, "Are you sure your friend didn't get hit in the head many times? She's went all crazy there over your friend."
"Less talk, more helping." Sayaka grabbed Madoka's arm and pulled.
"I'm just saying." Duo grabbed Madoka's other arm and pulled.
"You were never like this, Homura," Mami cautioned while holding her arm.
"You better explain yourself or so help me I'm gonna..." Kyoko wanted to punch Homura.
Once Madoka is out of the pond, she meets Homura's gaze. Peacock took out some spare towels from her inventory and placed it around Madoka.
Homura stared into Madoka's eyes. She was struggling a bit, but she stops.
Madoka tears up and whimpers. "Homura... what happened to you?"
Homura continued to stare at Madoka before looking away.
Soon, Painwheel (Carol) is coming to her senses. Once she's back on her feet, she gave a deep, feral growl towards everyone present. The ones who were the closest to her were Kyoko, Homura, and Mami. The razor pinwheel at the end of Painwheel's bony tail spun rapidly. She swung the tail at the three Magical Girls, delivering the first attack. She swung the razor like guillotine.
Kyoko and Homura ducked in evasion in alarm, but Mami ended up getting hit by the razor pinwheel. As a result, Mami was decapitated; her body collapses as her head rolled off somewhere. Her death shocked the rest of the Magical Girls except Homura who found this death to be familiar to her. Duo backed away in shock, preparing to evade Painwheel's attack if she came close to him. Peacock was the least shocked, but she was ready to fight Painwheel and incapacitate her.
Madoka fell to her knees, looking as if she broke already. Seh was staring at Mami's lifeless corpse.
Sayaka took a quick look at Mami's decapitated corpse before glaring at Painwheel. Her crystal infection started going into overdrive, forming into extensions and armor. And, out of rage, she charges towards Painwheel and rams her through a few structures. The two ended up in the neigboring bailey in the fortress.
Sayaka was on top, attempting to stab Painwheel in the chest, but Painwheel's razor pinwheel swats her away. Sayaka would circle her, focusing with caution.
Painwheel recovers and black barbed spear protrusions pierce out of the skin of her left arm and hand. She growled at Sayaka and then roared as to say "bring it on".
Sayaka charged and swing her sword. Painwheel used her protrusions as weapons to parry Sayaka's attack before kicking her away. Sayaka tried again, and Painwheel will parry again and kicked her away again.
In response, Sayaka summons a second cutlass and focused on disarming Painwheel. She started by cuts some of the barbed protrusions apart from Painwheel's arm. She made sure to get to evade if Painwheel uses her razor pinwheel. And once all the protrusions are cut, she can close in and finish her off. Every swing if Sayaka's cutlasses had to count.
It took a while to cut the protrusions off, but Sayaka would begin to see them grow back. She had to cut them quickly.
Once they were all cut off and growing as small stubs, Sayaka closes in. Sayaka cuts Painwheel down to the ground and hack her cutlass at Painwheel chest. She then pointed both her cutlass at where the heart would be.
That final blow, however, is denied. Homura intervenes and elbows Sayaka's back to knock her out. As for Painwheel, Homura kicked her face, knocking her out again.
Duo followed Homura over. "Good one, but why did you take a while to intervene?"
Homura looked at him with a glare.
"Nevermind." Duo looked at Painwheel. "At least you knocked this one out or otherwise we'll be killed off one-by-one."
Homura sighed. "I only stopped the fight for Madoka. There's been enough fighting..." She carried Painwheel in her arms.
"Yeah, there has..." Duo carried Sayaka over his shoulder.
The two carried them back to the garden bailey.
Back in the garden bailey, Madoka is mourning over Mami. Kyoko was also mourning, yet she's trying not to cry. Peacock was staying silent at the moment, letting Madoka and Kyoko grieve over their friend. When Homura and Duo arrived, Homura places Painwheel down and summons some chains to restrain her. Duo continues carrying Sayaka over his shoulder.
Duo didn't want to look at Mami's corpse. "I can believe they lost a friend just like that."
Homura takes a look but then returns to restraining Painwheel. "It doesn't matter. I won't change anything."
"But are they're your friend?" Duo asked, "Doesn't that mean something to you?"
"We're not friends." Homura state. Though, deep inside, it felt half-true.
Then the unexpected happened to Mami's corpse.
The entire body gets up like a living corpse, shocking Kyoko but terrifying Madoka. Mami's head can be heard gasping for air. Madoka screamed. Homura is in disbelief but remained calm. Kyoko felt a chill up her spine.
Duo backs up and took a defensive pose while carrying Sayaka. "Woah, woah, woah! That... that shouldn't be happening!"
Peacock and Avery were unfazed that Mami is sort of undead. They have seen the undead already back in the Canopy Kingdom and a certain feline Feral that can do something like that.
Mami's Body tried to search for her head so that it can reattach the head. Homura walks towards Mami after making sure Painwheel is completely restrained. It took a while, but eventually, Homura was able to retrieve it and put the head back in place. Mami looked more mortified than the others.
"I-I don't understand. How am I?" Mami was looking at her hands. She then made sure her head didn't come off easily. "But... but how...?"
"You've been dead," Homura explained, "You've died the same way when you fought a witch."
This made Mami more terrified.
"Homura! How could you say that!?" Madoka looked at Homura with her still terrified look.
"Impossible...how could I remember...?" Mami places her hand on her head. That statement only made her feel worse. "This can't be... this just can't be..." She groaned a bit before bleeding from the nose. She suffered a minor headache along with it.
Madoka took noticed and snapped out of her terrified state. She took out a handkerchief and tried to wipe the blood away. Mami closed her eyes tightly, feeling confused.
"Whatever this is... it's not right!" Kyoko exclaimed.
"Hmph." Homura shook her head, eyes closed.
Duo and Peacock step away from Homura, feeling the bad vibes from this Magical Girl that's supposed to be a friend. They quietly leave the Magical Girls be while they go and secure the fortress.
"I'll go an see if they have bedrooms." Duo walks away.
"I'm coming with ya!" Peacock follows him.
Kyoko went over to Mami to take of her for a bit.
Once Madoka wipes the blood from Mami's nose, she turned to face Homura. Madoka looked both concerned and serious with tears still running down her cheeks. Her pinks eyes were a glare. She tosses away the towel she was given to dry off.
Homura didn't feel intimidated by this.
"Homura-Chan!" Madoka demanded. "We want answers, now!"