"I'm bored. You're boring, Sayaka."

A vein ticced in her forehead. "Then go somewhere else and find some way to entertain yourself," she grumbled over her shoulder, not bothering to look at her.

Kyoko folded her arms and glared down at her girlfriend. "You're the one that wanted me to come with you in the first place."

"I was under the assumption," she replied stiffly, "that you were going to help instead of stand back and complain."

The redhead grinned. "And I figured you'd only keep up with this surveillance bullshit for ten minutes before falling for my irresistible charms."

Sayaka laughed in spite of herself. She had never met anyone who could inspire such quick changes in her mood as Kyoko. The redhead could make Sayaka want to kill her, then laugh with her, then sleep with her in less than a minute. On a whim, she arched her head back until she was face to upside-down face with Kyoko and kissed her. The older girl was taken aback for a moment, but she recovered quickly and responded enthusiastically.

When they separated, Kyoko's cheeks were tinged with red but her grin had grown brighter and taken on a sultry appearance. "That's more like it."

Sayaka smiled sweetly, then hopped away from her girlfriend to the edge of the roof to continue watching for trouble.

"Wha—hey! What was that about, you tease?"

She knew she had done it. If Kyoko had been a pest before, now she would be downright insufferable. It was worth it to see the look on her face, but she might as well throw out any hope of keeping up the vigil now.

"Give it another half hour, Kyo. If we don't see anything by then, we'll give up and get dinner." She let that sink in for a moment before sweetening the offer. "I'll buy."

Her girlfriend flopped down on the roof next to her, a grin spreading from ear to ear. "Deal."

It happened when they were only a block from the restaurant.

They were walking down the sidewalk and chatting amiably, Kyoko's mood considerably improved, when they both felt the familiar and unwelcome sensation of a Witch nearby, like a humming vibration just behind their eyes and deep in their cores, in their Soul Gems. It was close.

By the time Sayaka had turned to Kyoko, the other girl was already speaking. "Uh uh. Forget it. Guard duty is over. We're going to get dinner and relax." The words were accompanied by a fierce glare, one that Sayaka had no difficulty in matching.

"We can't ignore it! Madoka and Homura are on the other side of the city! The Witch could kill someone before they get to it, if they even notice it at all."

"So?"

Sayaka took a step away from Kyoko, anger flaring up suddenly. "I can't believe you're so selfish! You can go stuff your face alone; I'm going after the Witch." She turned on her heel and set off at a run, angry tears threatening to spill from her eyes.

"Hey! You owe me dinner!" Sayaka was already at the end of the block and didn't turn back. "Damn it!" She wavered on the spot for a long moment, stubborn petulance and her appetite clashing with her desire to keep Sayaka safe, then took to her heels as her protective nature won out.

Sayaka still hadn't gotten used to the insanity of the Witches' realms. How could she, when they were all different, their only unifying trait being a twisted, Wonderland style chaos? She stayed alert for the Witch's presence, but couldn't help but be distracted by the scenery. There was something eerily familiar about it. The only thing she was certain of in this world was that the Witch was nearby. The dark aura emanating from the creature drew the Magical Girls to it through this nightmare world of insanity.

Even for Witch territory, the landscape was jarringly discordant. It alternated between cramped, claustrophobic corridors and wide open spaces at random, and sometimes walkways would suddenly end, not at a wall but merely hanging over empty space, as if two worlds had been mashed together and much of the geography of each no longer went anywhere. Unlike other Witches, this world was unnaturally quiet and lifeless. She had never seen a Witch's domain that was so desolate as this one.

There was something in particular about this realm that so unsettled Sayaka that she wanted to take Kyoko's hand in hers for comfort. The thought of what Kyoko would do or say about that was enough to suppress the urge. But she couldn't ignore the feeling of something tugging at the corner of her mind, just beyond the point of recall and infuriating in its tantalizing closeness. The more she tried to think of what the Witch's world reminded her of, the more she felt it slip away. She was about to give up when something clicked and the answer came in a flash of inspiration.

It was a hospital. A dark, twisted hospital. At least, part of it was. There were elements that didn't belong in that setting and she could make no sense of them, but part of it was definitely inspired by hospitals. It was in the smell of the place, the taste of the air. It was the claustrophobia, maddening sterility, and uncomfortable lighting. But above all, it was the sense of unease, of intrusion where she did not belong, different from the feeling of imminent danger that always came with Witches' worlds. It was subtle. There were no obvious markers that signified it was a hospital, no stretchers or trays of forceps and scalpels, and she doubted that Kyoko would ever realize it for what it was, but she had spent so many hours by Kyousuke's side during his recovery that she wasn't surprised that some part of her recognized this.

Sayaka was so engrossed in her surroundings that the moment in which they came upon the Witch took her by surprise. They had just followed a path that emptied out into one of the large, flat plains when she heard Kyoko's sharp intake of breath and felt a cold prickle along her skin.

+∞MARIE∞+

The entity floating some hundred meters away from them was large, at least ten meters tall, but its form was mostly hidden by a flowing, ruffled dress. A nest of fibers of some kind sprouted from its back and coiled around its body, twitching in a rhythm that was reminiscent of breathing. There were no arms or legs that could be seen, and what was situated above the shoulders could hardly be called a head. There was no neck, but an ornate mask floated where its face would be, and a more horrifying mask Sayaka had never seen. It had two faces, twisted hideously together into one malformed, disjointed piece, like the world around them. The features were exaggerated, as was typical of performance masks, so that the impression it conveyed could be easily picked up by the crowd. Its left face was smiling, full of pride and satisfaction; the right, a twisted snarl of cruelty and selfishness.

"Come on, before it gets ready for us." It wasn't until Kyoko's voice broke in on her thoughts that Sayaka realized she had been utterly transfixed by the sight of the Witch. She gave herself a shake and forced herself to focus. She hadn't been affected like this since she had witnessed Mami's grisly demise. Kyoko was already tensing in preparation for a jump, but an instant before she leapt Sayaka caught her elbow. "Ahh! What?" she snapped, but her irritation melted away when Sayaka spun her around and kissed her, her body pressed as hard into Kyoko's as she could manage.

"Be careful," she whispered to her fiery girlfriend as she stepped back, hand already returning to the sword that she had stuck into the ground.

"You idiot," Kyoko grumbled, but the bite was taken out of her words by the coy smile on her lips. "How am I supposed to be careful when you're distracting me right before a fight?"

With that taunt hanging between them, she spun on her heel and sprinted at the Witch before bounding off of pieces of the bizarre geography to bring herself within range of the creature's head. Sayaka sprang after her, keeping low to the ground to split the Witch's attention.

Sayaka was still a dozen meters from the monster when its mask tilted back and an unearthly howl split her skull. Sayaka staggered, hands flying instinctively to cover her ears, but she couldn't block out the grief and loathing that poured into her mind. The Witch's enraged scream died down, leaving her ears ringing and her mind reeling, but she couldn't afford to wait for them to clear. The Witch was already attacking. The fibers had uncoiled from its body and were spread out from its back, poised to strike. Sayaka saw movement in her peripheral vision and dove to the ground, but she was too slow. While several of the whip-like cords smacked harmlessly off of the floor around her, one landed across her lower back with a sharp crack and she screamed. The point of contact burned so fiercely that it was several seconds before she realized that blood was flowing down her sides.

Kyoko fared little better. She had reached one of the hallways to nowhere above the Witch and was preparing to launch herself at its mask when the creature lashed at her. She raised her spear to block the attack, but when the whips connected with her weapon, their momentum simply carried them around the shaft and they scored a row of gashes along her back. The cords withdrew immediately, preparing to strike again. Kyoko's eyes watered from the pain, her breath hissed through her teeth, but she stood her ground. She chanced a glance down and saw Sayaka struggling to her feet, a nasty wound across her back.

Sayaka heard the hollow sound of the whip fibers cutting through the air and rolled to the side, hissing as her back repeatedly came into contact with the floor. There was a sharp crack as the cords struck the ground around her. She sprang to her feet, but the Witch's quickly withdrawing weapons caught and held her eye. They weren't ordinary whips. Jagged barbs jutted out of the fibers at odd intervals along their lengths, some ended in hooks or rounded weights, and farther up Sayaka saw that all of the fibers joined together into one thick cord. She reached around and gingerly touched her back. The skin wasn't just split along the length of the blow: there were punctures spaced unevenly across her back. Her magic was already sealing the wounds, but she hadn't even scratched the Witch and it wasn't about to relent. If it came to a battle of attrition, she would lose. She could only take so many hits like that before it shredded her…to say nothing of what might happen if the Witch managed to catch her in a tangle of its coils.

She stood her ground and shifted her sword to a two-handed grip, whole body tense as she watched for the next attack. The wait only lasted a few seconds; with a high-pitched warbling that sounded eerily like a girl giggling, the Witch whipped the fibers at her again. Her tensed form exploded into action as she lunged forward, dropped beneath the cords and slashed above her head. She barely felt any resistance as her sword passed through several of the strands, and the amputated fibers sailed far behind her before bouncing off the ground with a soft slap.

She had her opening. Sayaka summoned another sword and lunged for the Witch's body. She didn't get far. As soon as she shifted her weight she pitched face first onto the floor, her legs refusing to respond. At the same moment that her legs buckled, she felt something hot running down the back of her thighs. The pain registered a second later.

She hit the ground hard, feeling like her legs had been laid open by a red hot butcher's knife. Sayaka twisted around to look behind her and saw just how deep the gashes in her thighs were. With what little knowledge she had of anatomy, she knew that her hamstrings had been cut. If the pain hadn't been dulled through her Soul Gem, she knew she would be screaming and thrashing about; the sight alone was almost enough to make her lose her composure. Even with her accelerated healing, an injury this complicated would take time to mend. Kyoko was too far away, blocked by the Witch's body and most of its whips. It was over. Sayaka knew she was dead. She was a little surprised at how calmly she accepted the notion.

With a resounding crash, Kyoko hit the ground with both feet and raised her spear defensively.

More than fear or relief, Sayaka felt bewilderment. Kyoko had been too far away to reach her in time. In her confusion, it was several seconds before she noticed something terribly wrong with Kyoko's appearance. There was far more red than her Magical Girl outfit should have been showing. Horror squeezed Sayaka's heart as she spotted the deep gashes and scores of puncture wounds all over Kyoko's body. There was so much blood on her arms that it looked like she had sprouted sleeves from her scarlet top. Her clothing was hanging off of her in shreds. It was like she had run full tilt through a thick briar patch; given the Witch's weapons, that wasn't far from reality. When Kyoko turned to check on her, she felt her stomach lurch. Kyoko's right eye was swollen shut, a red, oozing weal stretching from her forehead to her cheekbone and passing directly across her eye. She shuddered at the thought of one of the barbs piercing Kyoko's eyeball; it had been a near miss as it was.

Worst of all, her left arm hung uselessly at her side, as immovable as Sayaka's legs. She didn't have Sayaka's accelerated healing; the wound would repair itself before long, but not quickly enough. But Kyoko seemed oblivious to the pain of her injuries. A fierce grin that was nearly a snarl was plastered over her features. She spun her spear around and slammed it butt down into the floor; the tiled ground shuddered for a moment before a row of towering spears shot out in front of them, providing a defensive wall against the Witch.

But Sayaka, with Kyoko standing almost on top of her, could see how much effort maintaining the spear wall was costing her. In her weakened state, her entire body trembled under the strain of keeping the spears intact. Even worse, instead of the pristine, gleaming brass spears that Kyoko normally conjured, these were dented and cracked; they looked like they would fall apart with little provocation.

The Witch giggled again and leaned back as far as it could before rocking forward, and all of its remaining whips arced around its body. The spears didn't withstand even one hit; the barbed lashes sheared cleanly through them. Kyoko staggered, her magic trying to repair the broken defenses with power it didn't have, and she let them fade. All this, and Sayaka's magic had only just begun to repair the torn muscles and tendons in her legs.

Sayaka had fought with Kyoko for almost a year. They had been lovers for half that. She had spent more time with her in those months than she had with Madoka and Hitomi. She knew every inch of her body, and could read her gestures and posture to know what Kyoko was thinking almost as soon as she thought it. So she knew, from the set of Kyoko's shoulders, the way she gripped her spear, knew without seeing her face, that she would not back down. She was going to die here, in less than a minute, rather than abandon Sayaka. The thought of such dedication brought no comfort. Kyoko spun her spear around in a dizzying flourish before planting herself in a defensive stance over Sayaka. The younger girl's heart leapt into her throat.

"Kyoko, don't!"

The lashes were already whistling down towards them. Kyoko flipped her spear around in an arc, knocking some away from them, but the rest found their mark. Sayaka screamed as the whips scored deep gashes in Kyoko's shoulder and back, her blood starting to pool between her feet. She struggled to bend her knees and was rewarded by a small amount of stiff movement. Hearing the whips descend again and the telltale crack they made when striking flesh only made her struggle harder. Her barely repaired tendons and muscles protested the rough treatment; Sayaka felt like a set of teeth was clamped around the muscles in her thighs, but she didn't let the pain or the possibility of tearing them slow her down. She pushed to her feet and, stumbling a little, shouldered past Kyoko as the flails came at them again. She slashed with a sword in each hand, and half of the cords fell to the floor; the rest opened stripes along her arms and sides and ripped chunks of flesh out when they withdrew. The pain barely registered.

She spared a glance behind her. Her blood ran cold at the side of her girlfriend; there were so many cuts in her body, arms and face that she looked more like a side of beef than the fiery tomboy that Sayaka loved. "Can you fight?"

Kyoko's feral grin widened. "I'm insulted that you think these scratches would stop me."

Turning back to the Witch, which seemed to be regrouping to decide on how best to deal with this renewed threat, she called, "Go high again. I'll soften it up for you," and charged. Her blood was pounding in her ears now, her senses sharpened by the high stakes. They had been too cocky going into this battle and it had cost them. The tangled mass of cables above her seemed to be neverending, but she had a better idea of the Witch's attack patterns now and she weaved between them as they lashed out at her.

Sayaka forced magic into her legs for an extra burst of speed and suddenly the Witch's massive, flowing dress was right in front of her. Crossing her arms and drawing them back to her shoulder blades, she slashed two deep furrows in the Witch's dress. There was no body behind it, nor was it empty; through the gashes in the skin-like fabric, Sayaka could see only a black, formless mass filling the entire dress. She didn't stop to consider what she was seeing, but jumped straight up as high as her magically enhanced legs could take her and jammed both swords into the abomination. Gravity took hold and dragged her back down to the floor, the swords leaving two huge, gaping wounds in their wake.

The Witch shuddered, for the first time its flail-like limbs going slack. Kyoko could barely see anything through the blood streaming into her eye, but she couldn't miss that hideous mask. It stared vacantly out across the plain of tiled flooring and dead end hallways, one face frozen in a picture of happiness, the other in an expression of hatred. She forced her abused body to obey this one last order and stepped off the platform.

Kyoko's spear struck point-first in the warped space between the faces with a shrill, hollow clang, like a single wind chime dropped on the ground. A crack spread up the middle of the mask and the faces separated, expressions unchanged. With a sound that was reminiscent of a sigh of resignation, the pieces of the mask fell to the ground and the dress crumpled. Kyoko landed among the soft fabric, stumbled, fell. Her head felt light. It suddenly seemed like a very good idea to curl up here and go to sleep.

She was drifting away when a part of her brain dimly registered being propped up by a firm hand. She wished that it would leave her alone and let her rest, but a tingling was filling her body. Now she'd never get to sleep. As it spread, though, her desire to surrender to unconsciousness diminished, as did the crippling pain that wracked every inch of her. A soothing relief passed over her tattered ruin of a body, and she cracked open both eyes, pleased to find that the right opened again, so she could see what was happening.

She was lying on Sayaka's lap, the girl propping her up with one hand and holding the Witch's Grief Seed against her Soul Gem with the other. As black mist siphoned from one to the other, her replenished magic was doing its best to repair her body. Kyoko's eyes sought out Sayaka's face, and she saw her girlfriend smiling down at her, her face caked in blood except for two clean tracks where her tears had fallen.

"Guh…stop crying, you idiot," she mumbled. "I'm fine."

Sayaka laughed weakly. "You are not. You were sixty kilos of mince a minute ago." She sniffed as she looked down at Kyoko, fresh tears still coursing down her cheeks, and felt an overwhelming sense of adoration for her. Before Kyoko could say anything else, Sayaka lifted her head and kissed her. The taste of blood filled her mouth, but she didn't notice; all she felt were Kyoko's lips and her own swelling heart.

"Kyo…thank you."

The redhead smirked. "What, for saving your life again? Like I'd let anything happen to my girl."

"No…I mean, yes, but…thank you for coming with me. For always being there when I need you."

Kyoko's face lost most of its smugness; she looked almost contrite. "I only came because you needed my help. I don't care about people like you do."

Sayaka smiled and stroked her hair affectionately. "I know. But it's enough that you came."

The blood vanished, their outfits switched back to their street clothes, and the Witch's domain wavered, indistinct, before fading into nothingness. The world resolved into a sidewalk in downtown Mitakihara, and a bench formed beneath the two girls. Sayaka combed her fingers through Kyoko's hair like she sometimes would after they had made love and Kyoko was cruled against her-the only time she ever willingly showed vulnerability. It struck Sayaka that she was Kyoko's greatest weakness, and if her legs hadn't healed in time, Kyoko would have died without budging an inch...as Sayaka would do for her. They may be each other's biggest weakness, but they were always looking out for each other, as well. She cradled Kyoko's head in both of her hands and saw a pleased smile form on her lips.

Presently, Sayaka noticed the odd looks that they were occasionally getting from passersby. Two high school girls on a sidewalk bench in downtown Mitakihara in the middle of the night, one's head in the other's lap, was an unusual sight. "We should probably go," she murmured.

Kyoko cracked an eye and peered up at her. "Later. Let's just stay like this for a while longer."

Sayaka felt a surge of emotion bubble up in her heart again, and she hugged Kyoko's head tightly against her belly. "Yeah...I think I'd like that, too." What did it matter if strangers thought their behavior odd?

All that mattered, they already had.

A/N: I'm not dead! Just writing infrequently.

This story started as a desire to have Kyoko protect Sayaka while she was injured and incapable of fighting, then required a great deal of fine tuning to make that work. I decided to make my own Witch instead of take one from the anime, so I had to come up with a backstory for the magical girl that turned into the Witch. I had to think of how her issues would affect the barrier that was created around her as a Witch. I had to come up with reasons for why Kyoko couldn't just pick Sayaka up and retreat to a safe distance to let her heal, or just use her spear wall to protect them both. There are probably still some details I missed or messed up on, but hopefully the end result is pretty consistent with how things work in the anime.

I've never written a large fight scene like this before, and I apologize if the end was anticlimactic. I hadn't originally intended for Kyoko to be that badly injured while protecting Sayaka, but it evolved that way as a result of the other decisions I had to make. On a side note, I didn't write it with this in mind, but the scene of Kyoko taking the whip lashes to protect Sayaka is reminiscent of the final moments of one my favorite characters. Alas, poor Judeau.

I hope you enjoy this chapter. I'll probably write another one soon.