One last breath slipping between her lips, Homura's eyes stared at the ceiling of her bedroom before they slowly closed, the glow of the Puerum Magi's Soul Gems vanishing from her sight. She felt nothing anymore. No more pain, no more suffering. Just, a sense of bliss. Homura had finally reached the end of the line. It was like entering a permanent, eternal state of rest. An endless dream where she could be without worry and regrets. Everything began to fade, and Homura could feet her the weight on her shoulders lighten while familiar voices called out to her.

"It's time for you to rest, Homura. You already have done so much, just for me."

"M-Mado... ka...?"

"Take a break, Homura. You've done nothing but tire yourself out."

"Akemi, it's time to let everything go."

"Come on, I'll treat ya' to a meal. Just don't push yourself anymore, will ya'?"

"Sayaka...? Tomoe...? Kyoko...? Everyone... Thank you."

She felt a warm light bathe over her, a sensation of pure joy that Homura had not felt long even before she even became a Puella Magi. Knowing the Puerum Magi would take over her duty, she, after so long, accepted her first ever chance to rest.

Homura's eyes then shot open to stare at her black, metal surroundings. Her throat felt tight. She felt as though she was drowning in a boiling ocean. As her chest began to rise up and down from her panicked breaths, Homura gazed at the rusted, cold, metal walls of the tight, cylinder she was trapped in. Her eyes darted left and right, scanning the coffin-like space she was in, and when she managed to lift an arm to crash an enormous dent into the side of the cylinder, she heard several clicks echo through the dark space.

Small ports opened up on the sides of the cylinder and began filling in thick, oil-like fluid into the cramped space. The smell was utterly putrid, causing Homura to gag several times at the foul odor while she continued to crash her fists into the side of the cylinder she was in. But the fluid would continue to pour into the tight space, eventually rising to Homura's neck, and when she lifted her arm again in her 6th attempt to free herself, large clamps arose from the cylinder's walls and restrained her.

The very second she tried to wrestle herself free, an electric surge arose from her shackles and Homura's screams echoed through the cylinder. Attempting to turn off her pain receptors did nothing, and as she grimaced from the pain running through her body, she finally noticed the absence of the Soul Gem on her left hand.

When the electricity came to a stop, Homura was left gasping for air non-stop.

She did not know just what kind of hell did she just find herself in. The last thing she remembered was speaking to the boys, who had just told her of their recent acceptance into becoming Puerum Magi.

"It seems that the experiment is now awake, Lord Phantom," she heard a cold, almost robotic voice through the cylinder's walls. One that was unfamiliar to her ears, "Shall we begin the final stages?"

"Please, do so," a second, much deeper voice replied with a heavy reverb, "I'm looking forward to what she can do against the Puerum Magi."

Her ears focused on those last two words. "Puerum Magi?" she thought, her eyes widening while she continued to gasp for air. At that moment, the voices she could hear became nothing more than white noise, as realization and shock began to overtake her senses. She remembered now: She had died. She had died to the Warlock's poison, her body lying on her bed while the boys had said their last words to her. She had died, and now she had been resurrected after an unknown amount of time, by the very monsters the boys were tasked to slay.

A knock on the cylinder's walls grabbed her attention, followed by a low, chuckle of amusement, "Akemi Homura, correct? Do not worry about the... state that you have found yourself in. After all, we brought you back from the grasp of death, did we not?"

Homura attempted to raise her voice, but her throat clenched tight almost in response to that very thought. Her arms and legs restrained by shackles, she still attempted to wrestle herself free from their grasp, all the while standing in a cylinder with oil-like fluid reaching up to her neck.

A sigh was heard, "Ah well, I'm sure you'll be grateful about the favor we have done for you, sooner or later. Either way, you'll be repaying that very favor... whether you like it or not."

Several clicks echoed through the cylinder once more, before it was drowned out by the violent surges of electricity coursing through the metal cylinder. The pain was enough to break the average man, but Homura, having gone through far worse ordeals than this, simply grimaced and tightened her hands into fists, biting down on her lip while the pain continued on for what felt like an eternity.

"Let's see how long it will take for your spirit to break."


Moonlight shown through the cracked windows of the hospital room and onto Hideki's lying body as the boy gripped his bleeding chest. Panting in-between winces of pain, blood spread across his uniform and dropped to the room's floor, Hideki's eyes widening in shock as every breath he took sent surges of pain throughout his chest. Looking up from his bloodied hand to gaze back at Homura, the girl continued to stand on the other side of the room, her body hunched over as her arms were now what could only be described as long, black claws with knife-like fingers.

Blackened veins ran all over her body, tears streaming down her face and onto the floor as Hideki heard her utter a single soft, plea, "Run," her head snapped back up to gaze right him, her eyes shooting open as a bright, purple light eminatted from her chest.

The light then flared with the intensity of a start and enveloped the entire room, forcing Hideki to close his eyes shut.

A shriek akin to a banshee's howl echoed through the room, piercing Hideki's eardrums, and when the light dimmed, Hideki opened his eyes to see that they were no longer in a mere hospital room.

Thousands upon thousands of amethyst lines surged across the floor like electricity running through a circuit, violet hexagons and octagons glimmering on the walls. Slowly turning his head over his shoulder to the cracked windows behind him, Hideki gasped at the sight of the amethyst barrier that now surrounded the entire hospital, sealing them in what could only be described as a Warlock Barrier.

Clenching his teeth when another tinge of pain surged through his chest, Hideki grimaced and grabbed onto the window's railing, barely managing to pull himself to his feet while 'Homura' continued to stand there, completely unmoving with her eyes still shot open. Once he was on both feet, Hideki took a good look off the sight before him, and from it, he could only feel a fuming sensation of anger that made the pain in his chest pale in comparison. His grip on the window railing audibly crumpled the metal, as the person that had save his life, the person that had given him the task of protecting this town, now stood before him as a weapon of the Warlocks.

A snarl seeped between his teeth, following a heavy pant as blood continued to pour from his chest wound. Hearing the loud static emitting from both his communication device and his cell phone, Hideki knew this fight was his alone. The boy lifted his hand from his side and narrowed his eyes, his Soul Key manifesting in his grip out of azure particles from sheer thought alone.

"What's the matter, little Magi?" he heard a shrill voice call to him, a voice that came from Homura's very lips as her veins continued to pulse with black Warlock energy, her pupils completely dilated and her ebony arms twitching nonstop, "It's been a while since we've last met, so you may have forgotten about me... But, I didn't," like a puppet on strings, Homura's hands were raised from her sides and she tapped a knife-like finger on her forehead, "The name's Clyde. The first Warlock you ever met."

"Cut the chatter and show yourself!" Hideki hissed, gripping his Soul Key tight as he felt his wounds beginning to repair from his Magi Healing-Factor, "I'm gonna make you fucking pay!"

A shrill laugh came, something that felt wrong to hear from Homura's own mouth, "Oh, as much as I would like to tear you apart with my own hands, the one that will be killing you - alongside your little pink-haired friend - will be your darling Homura instead. It's gonna be fun. Since you're probably not going to live past this, I'm gonna tell you right away: I was the one that killed Homura on that day..." with those words, Hideki's eyes shot open and the Puerum Magi slammed his Soul Key into his chest, a dome-shaped energy field surrounding him as his Magi armor began to form.

At the same time, Homura dropped onto her knees and released an immense cry of pain as her blackened veins violently pulsed. Her eyes turning completely black, an amethyst, dome-shaped shield solidified around her, a complete mirror to the field projected by the Puerum Magi. In contrast to Hideki's armor clicking together around his body, a putrid, black ooze began to engulf Homura's entire body, sealing her within a skin-tight suit that covered her head-to-toe as within moments, both Hideki and Homura stood on opposite sides of the glowing room, fully transformed.

Hideki panted underneath his glass visor, the wounds under his chest-plate still burning as he widened his feet into a battle stance. His wrist-blades springing from his arm bracers, the thrusters on his back and leg calves audibly hummed.

Homura, her head down and limbs limp as her body lurched forward like a marionette with cut strings, remained utterly silent behind the black, skin-tight mask she wore, her raven hair strewn about with her knife-like fingers beginning to twitch more and more. Patches of white sitting where one's eyes would be, Hideki could faintly hear her muffled voice behind that horrid mask.

The Puerum Magi gulped, arm-blades raised, and there, he could see his hands trembling for the first time in his life. He had nothing else but the intention to free Homura from whatever that had taken control of her, but as the light of the moon continued to shine through the cracked windows, giving him a clear view of his enemy before him, he could feel his hands hesitate at the thought of drawing Homura's own blood.

Her 'eyes' flashed blood-red and Hideki reflexively took a step back.

Charging from the other side of the room with claws raised, Homura's banshee-like howl pierced Hideki's ears as the Puerum Magi swung his wrist-blades through the air out of desperation. Ebony claws clashing with azure blades, sparks flew through the air and seared burning holes into the glowing floors beneath their feet, the screeching of their weapons echoing throughout the room with every strike that cut through the air like a blur. With his back almost to the window behind him, Hideki could only remain on the defensive as Homura's claws assaulted him like a hail of a hundred black knives.

A single claw piercing through his defense and cutting a large wound straight into his shoulder, Hideki grimaced in pain before he seized Homura's claw by the forearm. Teeth clenched, the thruster on his right leg ignited with flames as pulled Homura straight towards him and drove his rocket-propelled knee into her abdomen. The blow rang like a gunshot throughout the room alongside the crack of several bones, but almost immediately, the black Magi's 'eyes' flashed red once more before her other arm launched straight at Hideki's face.

"Strength Amplifications Powers activated."

The piercing of flesh rang in the air, blood spilling onto the window behind the Puerum Magi as the tip of Homura's knife-like fingers hovered mere centimeters before his face. A wince of pain slipping between his teeth, Homura's claw had impaled itself deep into Hideki's glowing palm. But despite the immense pain, Hideki instead clenched his hand into a tight fist, his amplified strength seizing her arm with ease. His other hand still grabbing onto the forearm of her other claw, Hideki heard another banshee-like howl behind Homura's mask, his glass visor visibly cracking from it.

Hideki closed his eyes, slowly tightening his grip to break apart Homura's claws, when Hideki suddenly drew in a sharp, pained breath. His eyes shot open and when he gazed at Homura's claw that had driven itself straight through his left palm, he saw surges of purple energy travelling through her fingers and into the wound in his hand. His left hand began to tremble, Homura's claws now driving closer to his face. When he attempted to close his left fist, the glowing aura around his hand instead shattered apart into bits of azure particles.

"Obscurum energy detected within left limb. Unable to quarantine. Unable to quarantine-"

A clear expression of panic spread across Hideki's face, and almost as if in reaction to this, Homura withdrew her claw from Hideki's left palm, causing blood to spray across the floor as Hideki screamed from the pain his left arm. Unable to do nothing but release Homura's other claw to grip his bleeding palm in pain, Hideki feel onto one knee, the enhanced strength in his left arm suddenly shattered.

Both her claws now free, Homura's eyes flashed red and she took several steps back, amethyst energies enveloping her knife-like fingers in an aura of burning flames. Her knees bent, Homura leaped into the air, claws wide, and Hideki reflexively summoned his immense buster sword in front of him, digging the blade into the floor as a make-shift shield. But it was too late, as Homura dove towards the Magi with another banshee-like wail and pierced her claws right through the large weapon like a hot knife through butter. Cleaving right through the blade with one claw, she readied her other claw while Hideki's only working arm sprung its wrist-blade into view.

Both halves of Hideki's buster sword falling to the floor with a loud 'clang', the two's attacks spearheaded right into one another.

Homura's glowing claw, enveloped in dark, amethyst energies, crashed right into Hideki's burning, golden blade with an ear-piercing ring. The impact sent sparks flying all around them, burning even more holes into the floor as the ensuing-shockwave shattered the windows behind Hideki into a hundreds of glass shards. The Warlock Barrier all around them fizzled and cracked from the surges of energy flailing and lashing all around them.

Hideki clenched his teeth tight and Homura remained silent. With one more crackle of energy, came a deafening ring, before an explosion subsequently erupted from their clashing energies and engulfed the entire room in golden and purple flames. Everything in the room was bathed in fire, the walls cracking and the marble floors breaking with smoke filling the entire area. After several seconds, the ringing of the smoke-detector rang throughout the room and water from the sprinklers in the ceiling showered the room as smoke exited through the shattered windows.

When the last of the smoke had been ventilated, there, among the burnt pieces of furniture, Homura crouched down on one knee with her hair strewn about. Her arms ended in burning stumps as a pained hiss escaped her, the Warlock getting up to both feet before looking around for any sign of the Puerum Magi. Though little of the Magi's energy could be detected in the room, the Warlock could still sense his presence somewhere in the hospital.

"Well now, that was easy," that shrill voice spoke through Homura once more, the black mask that sealed her entire face pulling back to reveal Homura's own face again with her eyes still completely black, "But I guess we should stop fooling around, and get to our real target."


"S-Sayaka... where are we?"

"I... I don't know..."

Staring at the thousands of amethyst lines that ran beneath their feet, Madoka and Sayaka looked at the violet hexagons and octagons that glimmered on every single surface: the walls of the hospital, the metal gates and even the trees were covered in these strange, glowing marks. When they looked behind them at the hospital entrance, they would see the walls of the large, translucent barrier that had devoured the entire hospital, sealing them in some sort of dimensional space.

Madoka clutched onto Sayaka's arm, her body mildly shaking, "H-Hakamichi came here because o-one of the monsters was supposed to be here, r-right? W-Where is he?"

Unable to answer her question, Sayaka turned back to the hospital, the towering building casting its dark shadow over them as amethyst lines continued to surge through the ground. Gulping, the blue-haired girl simply held onto Madoka's hand and gripped it tight. When Sayaka had heard that a monster had been detected at this hospital, she had mindlessly rushed here out of concern for Kyousuke, even if she had no powers of her own. But, seeing the situation they were now in, she wondered if she had bitten off more than she could chew.

An explosion erupted from one of the upper floors, the two girls holding onto each other in shock as golden and purple flames spewed forth from the side of the building. Glass shards and debris rained down onto the ground and crashed onto the grass, smoke billowing into the air before being stopping at the ceiling of the force-field that surrounded the hospital.

"W-Was that Hakamichi? Or maybe was it the m-monster?" Madoka continued to hold onto Sayaka, her body now visibly trembling.

Taking in a deep breath, Sayaka looked at Madoka and gave her the best smile she could muster, despite Madoka seeing right through it, "L-Let's go and find Hakamichi. I'm sure he's strong enough to take care of the monster. And once we find him, we can all get out of this together, a-alright?" she gave a cheerful thumbs-up, and while Madoka continued to shake, the pink-haired girl smiled back at her with a nod.

Without another word, the two walked towards the hospital, the tall, towering building exhibiting a intimidating presence that the girls have never felt from it during daylight. Amethyst lines coursing through the stone path they walked on, they stepped through the automatic doors of the hospital and nearly jumped at the beeping that heralded their entrance. Once inside, the two girls continued to hold onto each other as they gazed at the empty hospital lobby, the walls and floors surging with the same energies that were outside as the place was strangely devoid of people.

With the only noise in earshot being their footsteps echoing through the corridors, they walked through the darkness of the hospital, neither of them willing to open their mouths to outright call for the Puerum Magi that was somewhere in here. While they continued to ascend the building through several staircases, every room they passed, every area they went through, was once again devoid of people, similar to the lobby below. It was as if every single person except for them had outright disappeared, the glimmering of the walls and floors amplifying the feeling that they were no longer in Mitakihara.

Stepping into the corridors of the hospital's 4th floor, Sayaka's ears picked up a pained moan in the distance and the girl halted in her footsteps, Madoka behind her doing the same.

A cold shiver running up Sayaka's spine, she felt her breath turn shaky as they both kept silent and turned to the dark hallway behind them. It stretched for a seemingly unending distance, lit up only by the amethyst lines running through the floors, and as both their breaths halted for just one second, they spotted the tall, lanky silhouette standing in the middle of the hallway.

Following it was a howl that could barely even be described as human. It was a dreadful wail that reverberated through the hallways and very nearly cause the two girls to drop to their knees right then and there. They held onto each other tight, hands tightly grasped as Sayaka felt her throat tighten up. But as soon as she saw that utter look of terror that was on Madoka's face, that wide-eyed look of fear, she bit her lip and grabbed Madoka by the shoulder before bolting into the room to their left.

Locking the door behind her, Sayaka, with Madoka in her arms, dove underneath a table in the corner of the room farthest from the entrance. Under the tight space of a simple desk, she held her breath and gripped Madoka's hand tight, and after several seconds that felt like an hour of constant waiting, slow, heavy footsteps begun to drift into ear-shot.

'thunk', 'thunk', 'thunk', the footsteps went, slow and steady in contrast to the pulsing, rapid beating inside Sayaka's chest. One hand held over Madoka's mouth to muffle a small cry, Sayaka covered her own mouth when she heard the room door slowly slide open.

The dreaded thumping noise of those footsteps were in clear earshot, seemingly pacing around the room. With every step it got closer to their location, Sayaka could feel Madoka tremble even more in her arms. Even Sayaka herself could feel her hand over her own mouth beginning to shake as she held curled her legs toward her chest.

As soon as the footsteps stopped right in front of them, their eyes went wide at the sight of the lanky, almost-skeletal ebony legs that stepped into their vision. Its skin resembling that of an insect's vertebrate, its legs ended in clawed feet that ended with 3 digits, digging into the ground and leaving tracks behind as it went.

Neither of the girls made a single sound. Even their heartbeats felt like they had stopped. Completely frozen, Sayaka could barely comprehend what she was seeing while Madoka shut her eyes closed, both of them too afraid to even hear the faint noises of pained moaning that hovered through the air.

After several more seconds, the legs in front of them lifted from the ground and stepped out of sight, but the thumping noises stopped as quickly as it began.

They continued to stay utterly still. Too afraid to even make single noise. Then, a low hiss pierced the silent air.

Madoka and Sayaka's screams broke the silence as the table they were underneath was cleaved in half by a pair of knife-like fingers, tearing apart the wood like a saw through paper as before them, stood a tall, black figure with patches of white over its face. It completely towered over them, it's elongated arms ending in 3 digits that resembled blades as it bore long, raven hair that hid a majority of its face. It bore no mouth, nothing that could even identify it as human, and as the two girls saw it raise both of its claws in the air, tears began to stream down Sayaka's eyes.

It's arms then violently jerked, the ebony creature taking a hasty step back before it let out a pained howl behind the black mask it wore over its face. Its dreadful moan piercing both of the girls ears to the point of deafening them, Madoka's gaze met with the faltering black beast in front of them, and there, she could feel something behind it.

"Madoka, run!" taking this chance to make their escape, Sayaka grabbed Madoka by the arm and sprinted out of the open room as the black beast continued to spasm as though it was in pain. Bolting through the seemingly never-ending hallways of the hospital, Sayaka and Madoka ran for their very lives, their hearts beating faster than they ever have in their lives. After what felt like a minute of non-stop running through corners and corridors, their ears picked up the sound of rapid footsteps from behind, "Don't stop! Don't even look back!"

Despite her own words, Sayaka couldn't help but jerk her head behind them for just one second, and there, the black beast was zooming right in on them. She felt her breath hitch, and in that moment, Sayaka's foot tripped and both girls fell to the floor with Sayaka's shoulder taking the brunt of the landing for her friend. Coughing, Sayaka ignored the surges of pain in her arm and looked up to see the demon catching up to them.

Fear made her numb to the sight of it approaching them, and right as the creature jumped into the air with its claw-like hands stretched out, a gunshot pierced the air.

A bullet zipped from the corner of Sayaka's vision and punched straight into the creature's chest. It fell the floor several meters from the two girls, twitching erratically, and when the two girls shot their vision to where the bullet had come from, they saw no sign of their savior. Both Madoka and Sayaka panned their gazes left and right to see if it was Hideki who had saved them, but when they heard the creature near them let out a low hiss as it slowly rose from the ground, both girls got up and just continued running. They didn't care anymore. They just wanted to be anywhere but here.

The moment the cold air once again turned dead quiet, both girls dropped to the glimmering floor to catch their breath, panting non-stop as their chests burned with fire. Sweat trailed down their faces, their feet were aching to the point of numbness, and when Madoka looked up from the floor, there, sitting before her, was Kyubey with its head tilted to one side.


She wanted to scream. She wanted to cry as she felt a thousands pins slowly stab into her arms. She wanted to shriek as she felt knives dig into her tongue. But all she could let out through the black mask that wrapped around her face, was a mere whimper. She could see everything through the patches of white over her face. She could see as her body, completely against her orders, attacked and clawed at the very people she had sworn to protect. She felt nothing but regret clawing at Hideki, and she wanted nothing but death at seeing her own hands raised to attack Madoka of all people.

Her chest burned non-stop from the Warlock control over her body. The pain she felt from the bullet that had lodged itself in her rib-cage was nothing in comparison. As her eyes stared at the ceiling of the corridor she lied in, Homura felt the arms of her puppet-like body claw at the ground, pulling her body upright before her ebony legs got up once more. From her chest, she felt the muscles underneath her skin push out the bullet, pain surging with every movement, before she heard the light clatter of it falling to the floor.

The patches of white over her eyes flashed red, seeking out whatever there was in a a large distance purely through body-heat alone. Thankfully, nothing was detected through this thermal vision, a quick second of relief for once before Homura felt her body begin to move once more to the whims of the Warlock that feed on her like a symbiotic parasite. With every grief she felt, every tinge of despair that ran through her, the Warlock would feed off it and convert it into the dreaded Obscurum energy that the Warlocks secreted and were empowered by.

The world before her was nothing more than black and white, interrupted every ten seconds by her thermal vision. Everything her body did, she felt, but no matter what, aside from the several seconds of control she had managed to wrestle from the Warlock earlier to let Madoka escape, her body moved completely against her will.

She desired nothing more than this dreaded nightmare to end. She had spent her last moments knowing that the Puerum Magi would take her place as this city's protectors. To awaken from the grave to do nothing more than shed the blood of those she cared made her wish that this was all some distorted hell that she found herself in.

But it was real, and as her thermal vision flashed once more to find her next target to claw apart with her very hands, she detected nothing once more, but heard a single footstep behind her.

A gunshot rang and Homura spun around with her claws raised in defense, only for her knife-like fingers to block nothing as a bullet punched straight into her right shoulder with ease. Black blood sprayed onto the wall behind her and Homura felt every single bit of pain from that. Her clawed hands grasped the wound on her shoulder, and when her head was raised up to get a good glance of her attacker, there, stood a mysterious figure with a body covered in a black and white cloak.

Smoke billowed from the barrel of the chain-covered flintlock pistol the figure holstered over his thigh, moonlight from the windows beside them casting a soft glow on the asymmetrical clothes he wore underneath his cloak. One side black and adorned with skulls and chains with the other side white and decorated with gold trims, an ornate rapier rested on the side of his hip, opposite of his pistol holster. An asymmetrical mask covering his face, Homura detected no sense of magic from this Magi. Not even the Recicio magic that all Puerum Magi emitted around their bodies.

"Who was he?" was all she could think while her knife-like fingers dug into the wound in her shoulder and plucked out the bullet within. Covered in thick, black ooze, Homura tilted her head to one side as her senses detected traces of Warlock energy from within the bullet, before her fingers dropped it to the floor.

Her throat unleashed that dreadful howl once more, and as everything in Homura's vision turned blood red, her body lunged forward at her mysterious opponent.

An audible 'shing' rang in the air and Homura's claws tore through the night air, amethyst sparks flying with every strike she flung against the cloaked figure's rapier. But despite the cloaked figure's calm and collected parries deflecting her claws of animal-like frenzy, Homura continued to swing her claws at him, slowly pushing him back from sheer brute force alone.

Thrusting her claws straight at his face, the cloaked figure crouched down below her arm and jammed his rapier straight into Homura's abdomen. Another howl escaped Homura's sealed mouth and the Puerum Magi jumped away before her claws were brought down to cleave an enormous, X-shaped mark into the floor beneath her. The Puerum Magi skidding to a stop several meters away, Homura pulled out the rapier from her abdomen and broke the thin weapon over her knee, shattering it into several orange particles.

She lunged at him again and the Magi drew his pistol. An ear-piercing gunshot ringing through the air, Homura halted her charge at the projectile zipping towards her and readied her enormous claws.

Homura swung her limbs right at it, but mere centimeters before her claws had met lead, the bullet swerved right around her fingers and tore another hole into her right forearm. It exited out clean from her arm, and right before it hit the glowing floors, the Magi slashed his pistol through the air like a conductor controlling an orchestra as the bullet bounced off the floor and dove straight into Homura's back with the same velocity it had earlier. The Magi slashed his pistol through the air again and as Homura felt surges of pain running through her, the Magi's bullet continued to tear apart her marionette body to the utter whims of the Magi before her.

Black blood spilled onto the floor and walls around her with every impact, and right as the bullet aimed straight for her head this time, Homura's eyes flashed red once more.

"Undertaking adaptive measures," a deep, throaty voice rang in the back of her head.

What came next was not the sound of flesh tearing apart, but a screeching of lead as the bullet was snapped right in-between rows upon rows of razor sharp teeth that had spontaneously grown from Homura's sealed mouth. The Puerum Magi taking a wary step back as Homura's jaws let out cold snicker, she bit down on the bullet between her teeth and shattered it into a thousand pieces of lead.

Charging at him once more with claws wide open, the Puerum Magi fired his pistol once more, only for the bullet to suddenly ricochet right off of Homura's ebony skin.

In a blink of an eye, she had raced from one side of the hall to the other, and as Homura swung her claws at the shocked Puerum Magi, red blood spilled onto the glowing floors and walls, followed by a pained screamed that sent a pleasing shiver up Homura's spine. The Warlock was enjoying every moment of this, but when the Warlock raised her claws once again to deal the final blow, the Puerum Magi's last round echoed through the air and a cloud of blinding gas began fill up the entire hall. Her claws met nothing but the empty floor, and when she heard the shattering of glass to her right, Homura knew the cloaked Puerum Magi had already escaped.

Her eyes flashed red once again, but even as she could see through the smoke, not even her thermal vision could detect the presence of that cloaked Magi.

When the last of the smoke had exited out of the large hole in the windows to her right, Homura knelt down in pain as she felt her body begin to pulse and spasm once more. Feeling her throat clench tight, Homura let out a soundless cry when she felt the skin around her body change and adapt, the Warlock controlling her body now processing all the information it had gathered from just fighting two Puerum Magi.

Within moments, the skin around her body began to harden with a bulletproof-like shell, the claws on her arms violently merging until they were no more than just enormous blades for limbs.

As the Warlock continued to toy with her body, Homura continue to wish for nothing more than this nightmare to end.


Drawing in a slow, rugged breath, Hideki gripped his burning chest and slumped next to the wall on his right, his heavy breathing echoing through the glimmering corridors while blood continued to seep from his slow-healing wounds. Every breath he took in, every bit of magic he attempted to muster, all of it would sent near-crippling surges of pain throughout his body as the boy dropped onto one knee and suppressed a whimper of pain behind clenched teeth. Taking in a deep breath, his Puerum Magi armor dissipated into azure particles around his body, and only then, did the pain finally go away, a relieved sigh following it.

Blood from his injuries stained his school uniform with large patches of red, Hideki grabbing onto the amethyst walls to pull himself up and stare at a large area of bruised skin that was a gaping hole in his left palm earlier. Clutching it into a fist and opening it several times, he no longer felt the pain that was in his arm earlier, instead, now he would feel an almost-paralyzing level of torture every time he would activate his magic. He could only assume it was from a poison that had traveled into him from Homura's very claws.

Staring down the empty, glowing corridors in front of him, Hideki took several moments to listen for any sign of Homura, and when he only heard the cold whistling of the air, he took out a small canister from his pockets. Having rummaged through the hospital's pharmacy earlier, the canister carried several pain-relievers. Hideki didn't know how his Magi biology was going to react to this, but if it would relieve the pain that coursed through him whenever he used his magic, then he was going to take the risk.

Popping open the cover, Hideki took out a pill or two and immediately gulped them down, the blood in his mouth burying its sour taste as Hideki took several more deep breaths. Running his hand over the wounds on his body, he could feel several of them already restoring being restored by his Healing-Factor, and knowing that he had to save Homura, Hideki continued making his way through the hospital with his Soul Key manifesting in his hand.

His footsteps were light, barely making a noise that could be heard in the empty hallways. Amethyst lines traveling around him in every direction, Hideki kept his ears open for Homura, his grip on Soul Key consistently tight. But as he neared a corner, he felt something warm trail down his cheeks.

He touched his face, and on his fingers, mixed with blood, was a single tear.

He didn't even realize he had been crying until he felt another tear trail down his other cheek. He almost wanted to laugh. Behind the brave front he put on in front of Homura just now, the determination he tried to show when he fought her, he still could feel hesitation at the thought of drawing his blade on the girl that had saved his life. He wiped his eyes with his bloodied sleeve, taking a sharp breath before continuing to walk through the hallways of the Warlock's Barrier. He knew there was no time for tears right now. He wanted to free Homura from the Warlock's control over her, and bring back the girl that he felt had given him a second chance at life.

As he felt his mind begin to dull from the side-effects of the pain relievers, his vision started to blur despite him constantly rubbing his eyes to keep it clear. He walked for what felt like an hour, silently moving through the hospital corridors for any sign of Homura, then, Hideki's ears eventually picked up a voice.

It was Kyubey's.

Slowing his footsteps as he approached a bend around the corridor, Hideki held back his slow panting and squinted his eyes. Carefully, he peeked into the intersecting hallway, and his blurry eyes widened at the sight of both Kaname Madoka and Miki Sayaka. Sweating and panting as though they had ran to the point of exhaustion, the two girls sat in front of the white Familiar and Hideki wondered if this was just another side-effect of the painkillers, "What are they doing here?!"

He could barely make out what they were saying, Madoka's voice barely above a weakened whisper with constant gasps for air interrupting her sentences. Sayaka was the same, both girls utterly drenched in sweat, and the moment Hideki attempted to step into the hallway they were in, Kyubey's ears perked up in response to the girls inaudible words.

Hideki gasped, the Puerum Magi instantly rounding the corner with haste, but doing so instantly sent a surge of pain through his legs as the boy stumbled to the floor and landed straight on his wounded chest as his Soul Key clattered to the floor before disappearing. He coughed out blood and gripped his chest wounds with one hand, blood still pouring from his healing injuries with the pain no longer present.

"Hakamichi?!"

The Puerum Magi grunted, blinking and looking back up to see Madoka and Sayaka rushing towards him. Kyubey was gone, but Hideki still spent several seconds scanning the hallways for any sign of the white Familiar before the two girls reached him. They grabbed him by the shoulders, and pulled him to his feet, only for the two to immediately step back from the sheer amount of bloodstains on his clothes.

"A-Are you g-going to be a-alright?" Madoka cupped her mouth in horror, but she was unable to look away from all the blood.

Before any of the two could ask anything else, Hideki let out a small chuckle of relief and wiped a bit of blood from the corner of his mouth with his already-bloodied sleeve, "I'm alright. I've been through worse... I think...?" a cough interrupted his weak laughter, but he gave the girls a small regardless to try and get the two to calm down, "Anyway... just what are you two doing here?" he grasped the windowsill to his left, his other hand rubbing his forehead as he felt the drowsiness from the pain relievers go away.

"We- No... I-I'm the reason we're here," Sayaka admitted, one arm ruefully scratching the back of her neck. Looking away as Hideki gave her a raised brow, she continued, "I was bit worried, ya see? About Kyousuke, I mean. He's here... after all."

That name felt like a cold sting to his chest. Something that not even the painkillers could relieve. His left hand shook with frustration and he hid it behind his back, "... Is that so, eh?" he said with a nod and a forced smile, "And... And what was Kyubey doing here, then?"

Madoka answered this time, the girl placing a hand on Hideki's injured shoulder the moment she noticed his rugged breathing, "Kyubey came to us just now to... to make a contract. But we refused," another raised brow came from the Puerum Magi and Madoka gulped before continuing, "He said if we made a wish, both of us could get out of here. B-But-" Madoka looked once more at the large stains of blood on Hideki's clothes and turned away, "W-We didn't want to do that... when we knew you were in here, all alone..."

No words came from the Puerum Magi, but the forced smile he was giving them, slowly turned genuine as he lifted one hand from his side and patted the pink-haired girl on the head, "... You two are crazy, ya know that...?" he stood up on both feet again, taking a deep breath as the wounds of his body slowly healed to their full extent, "But... thanks."

Manifesting his Soul Key into hand again, he grasped it tight, almost with a renewed sense of motivation.

"Keep away from the sounds of fighting," he told them, rolling both shoulders and taking in quick breaths to pump himself up, "I'll... I'll distract it."

"But what about the others-?"

"We don't know if they're coming or not," Hideki replied to Sayaka's question and pointed to the glowing walls and floors around them, "This barrier is something we've never seen before. It's messing up all sorts of communication as well, so we're pretty much trapped in here. So stay safe, you two. Don't stop hiding," he took a step towards the hallway in front of him and felt Sayaka tightly grab him by the shoulder.

"You can't take on that... thing alone! You could die!"

Strangely enough, Hideki could see a bit of tears in Sayaka's eyes. The girl put on a brave face, but she was just as scared as Madoka next to her. Still, he felt grateful for her worry, and took her hand before gently removing it from his shoulder. Giving the two a cocky grin and salute, he only said a couple words before heading off, "If it's something I'll have to do to save you two, then it's fine by me."

Everything else the two tried to say to him fell on deaf ears. Hideki's senses could hear Homura approaching them in the distance. With his Soul Key in hand, Hideki walked off, his hand gripping his Soul Key tight and his heart beating faster and faster underneath his chest. He was going to save Madoka, Sayaka and Homura today. He didn't care just how far he had to go do just that.


Homura had lost count of how long her legs had been walking through the glowing floors of the Warlock Barrier. Every thump from her slow, heavy footsteps would reverberate throughout the corridors, her eyes scanning her surroundings for the heat signatures of her targets. She didn't know why the Warlock didn't just stalk the halls with a hurried pace. It was almost as if it was enjoying the feeling of hunting them down one-by-one, all without even needing to expend much of its energy until they were actually in sight.

Looking at the enormous blades that her arms had transformed into, the thought of impaling Madoka's body with these would constantly invade her thoughts. The mere mental image of it would cause her to try and wrestle control of her body from the Warlock, but now she couldn't even command it to lift a finger to her will.

"Homura!"

Her eyes widened underneath the mask that covered her face. For a second, she assumed that the Warlock was just playing tricks on her again by mimicking Hideki's very voice in her mind. But as her body turned around, there, Homura could only gasp at the sight of Hakamichi Hideki himself, standing at the far end of the corridor they were in. With blood all over him, his body was visibly panting with the moonlight from the window beside him reflecting off his Soul Key in hand.

Her body fully turned around this time, and when Hideki took a step forward to stand underneath the full shine of the moon this time, Homura could see the tears that were streaming down his face, mixing with the dried blood on his cheeks. It was though the boy himself didn't even notice the tears he was shedding.

Then, Homura felt her body twitch, the tightened 'hand' that held over her very mind loosening as the black mask of ooze that covered her entire face began to slowly peel away. While everything below her neck remained inert, Homura gasped as she drew in fresh air into her lungs, the cold air once again touching her skin. Coughing in-between her breaths, black ooze dripped down the corner of her mouth, Homura gazing at Hideki while the boy's hands and shoulders were visibly shaking.

"H-Hideki... Run..." she begged him in a low voice that pierced that quiet air, her eyes still pure, pitch black, "Get Madoka... out of here... Please...!"

Hideki tightened his grip on his Soul Key, and as he lifted one foot, he took another step forward.

"Why... Why won't you listen?" Homura said between sharp gasps for air, the control the Warlock exerted over her slowly once again wrapping around her very mind.

Looking up at him again, there, Hideki lifted his Soul Key and let it shine underneath the full light of the moon. The tears on his cheeks had halted, and with narrowed eyes, Hideki finally spoke up, "I won't run. I can't run. Not when I know that you're suffering right in front of me. Suffering because of the monsters that we had sworn to defeat," he drew in a shaky breath, "I saw you die, Homura. You died because there was nothing I could do. Nothing any of us could do. I won't run," he repeated and furrowed his brows with a fiery glare in his eyes, "Not when I have the chance to bring you back to us."

The Puella Magi let out a bloody cough and ooze pooled beneath her ebony, three-digit legs, "Hideki..."

"The others miss you... I miss you. You changed our lives, before and after you left. But this time-" he pulled back his Soul Key and raised it over the Soul Gem embedded into his chest, "I'll be the one to save you."

A tear trailed down Homura's cheek, and the Puella Magi could only smile before she grimaced from the Warlock's control once again wrapping around her mind, the black ooze around her body once again sealing away Homura's face behind a mask with flaming patches of white. Streaks of red grew into the raven hair strewn all over her face, and as the Warlock raised its giant blades for arms, the voice of the very Warlock that had took Homura's life, echoed through Homura's lips, "Such a beautiful reunion."

"I'm taking back Homura. No matter what." Hideki slammed his Soul Key into his Gem and the boy was bathed in azure light, before fading away to reveal his armor, glass visor and thrusters all clicking together, "And once I do... I'll be coming for you next, Warlock."

A shrill laugh, "We'll see about that."

As the 'shing' of Hideki's wrist-blades pierced the air, the two charged at one another from opposing sides of the hallway and begun their rematch under the lunar light.


Homura's right arm cleaving through the air and brushing past Hideki's visor, the gigantic sword limb cleaved a gigantic hole into the floor and kicked up a cloud of debris. Hideki's blades then pierced right through the blinding cloud and straight at the Warlock's thigh, only for sparks to fly as the blade bounced right off her ebony skin. Homura's other arm swung through the smoke and Hideki's boosted straight out of the dust cloud before the sword limb cleaved another large hole straight into the floor.

Skidding to a halt, Hideki gasped when he noticed the new ebony hide that had grown over Homura's skin. But he did not hesitate, as despite the intimidating size of Homura's new weapons, her speed had now been practically cut in half.

The Warlock charged straight at the him, its booming footsteps leaving large cracks in the floor and its blades trailing sparks behind it. Retracting his wrist-blades, Hideki widened his feet apart and took a deep breath.

A large sword limb thrusting right at his chest, sparks flew as Hideki stepped aside and let the blade scraped off the very surface of his chest-plate. He closed the distance between them and Hideki's fists curved through the air like a blur, bludgeoning several small craters right into the Warlock's abdomen. Warlock ooze spraying onto his visor from its mouth, the Warlock shrieked as it reeled back and howled from the cracks now present on its ebony shell.

"I'll get you out of there, Homura. I swear it!" Hideki's thrusters ignited and the Puerum Magi zipped across the hallway, narrowly dashing over the Warlock's horizontal swipes before delivering a kick straight into the Warlock's cracked chest once more and sending the Warlock tumbling across the hallway. It then smashed into the wall at the end of the corridor, wooden debris flying everywhere as the Warlock dropped onto both knees and glanced up to Hideki, the Puerum Magi closing the distance fast once again.

Its eyes flashing red, the Warlock howled as pieces began to drop from its shattered, cracked chest.

Seeing flashes of purple from the cracks in its hide, Hideki skid to a halt and reflexively shielded his face with his arms as the Warlock's ebony shell subsequently exploded in a hail of improvised shrapnel. Pieces of broken hide showered everything in a large radius and Hideki grunted as he felt a thousand shards dig into his unarmored abdomen, upper arms and thighs. Biting his lip to get through the dulled pain, Hideki lowered his arms and saw that the Warlock was once again in the lithe, thin form he had encountered earlier, its sword arms returning to their claw-like state.

The Warlock sprung towards him and Hideki drew his wrist-blades before he screamed from his opponent's right claw burying right into his thigh. Its left claw darted towards his neck and the Magi skewered the limb in-between both his wrist-blades, the single claw still nearing his face as the Puerum Magi was forced onto one knee. His teeth clenched behind his visor, the Warlock's claw slowly neared the surface of his visor while its other claw remained content buried in his right leg.

He could feel the painkillers start to wear off. The poison that was spreading through his body was returning. His powers were still on cool-down. Letting out an animal-like war cry, Hideki's vambraces let out an ear-piercing ring before his wrist-blades ejected from his arms and the thrusters all over his body ignited at full power. The Warlock's left claw piercing through his chest-plate and into his shoulder, Hideki tackled the Warlock before propelling himself and it through the hallway on flaming wings. The Warlock tried to resist, stabbing deeper into his shoulder, but Hideki reacted only by diverting his thrusters upwards and sending both of them crashing through the glowing floors.

Hideki didn't stop there. His thrusters rocketing at full power, both Hideki and the Warlock broke through the floor beneath them, and the next, and the next, and the next, crashing through cold, hard stone, wood and granite as the Warlock's shrieks were drowned out by the hospital floors being utterly demolished one by one. And as the ceiling to the 1st floor broke apart, the two finally crashed-landed into the hard marble floors of the hospital lobby, plastic chairs and glass tables sent flying everywhere in pieces as smoke billowed from a large crater of dirt and debris.

A small wince slipping between the Puerum Magi's teeth, Hideki slowly opened his eyes, and there, he found himself lying underneath several plastic chairs with bits of glass embedded in his arms and legs. His entire body surged with pain from the poison in his body, he heard the ringing from his Soul Gem telling him that his powers were now ready to be activated, and as Hideki's blurry vision began to clear, he saw the smoking crater that he had made in the lobby right in front of him.

"H-Ho... Homura..." were the first words to slip from his mouth, the Puerum Magi knocking away all the broken furniture off his body and standing up on both legs as he suppressed a small cry of pain.

Blood seeped from a gaping wound in his right leg from where he had been stabbed, a trail of red oozing non-stop down his thigh and over his armored leggings as the Puerum Magi limped towards the crater, one arm grasping the bleeding wound in his shoulders to stop the bleeding. His chest-plate was cracked, his glass visor was gone, his arms were bare of the vambraces that held his blades and the painkillers could no longer suppress the poison that coursed through his body. Every step he took provoked pain that made him tremble.

Drawing to the edge of the crater where the marble floor transitioned into a slope of dirt and debris, Hideki dropped onto both knees and stared into the empty bottom of the crater.

His ears then picked up Homura's weak voice calling to him. Hideki slowly looked around, glancing over the destruction he had caused, and there, lying against the wall in a pool of black, inert ooze, was Homura. She was free from the monstrous form that had devoured her body, the Puella Magi now slumped against the wall with her eyes struggling to stay open, the clothes that she had worn on the night she had died once more in sight as blood and debris stained it.

Upon noticing Homura, Hideki crawled towards her, leaving a trail of blood behind him. His nails scraped against the marble floors, Hideki finally pulling himself within one meter of her as the Puerum Magi winced and bringing himself upright to stare face-to-face with Akemi Homura.

He had forgotten the look she had in her purple eyes, and when Homura lifted one hand from her side, Hideki wasted no time grasping it in his own bloodied hand. Homura gripped him tight, and pulled herself forward to rest her head on his bleeding shoulder. Her hand shaking as it held onto his, Hideki couldn't suppress the several tears that flowed down his face as he started to chuckle to himself, "Homura..."

"H-Hideki..." her voice was shaky, filled with nothing but tearful relief. Then, a shrill laugh.

The Puerum Magi's eyes slowly widened. He felt a warm sensation around his abdomen. Blood began to trickle down the corner of his mouth, before even more sprayed onto the floor behind him. Hideki slowly glanced down and finally saw the ebony claw that was embedded in his abdomen, "Wha-?" in a flash, she withdrew her claw from his body and Hideki fell to the marble floor on one side. Trembling from the countless injuries on his body as he lied in a pool of red, he looked at Homura, who now stood over him with her hands once again in that dreaded claw-like shape, "H-Homura...?"

"There it is. That look of fear. That look of betrayal," Clyde's voice once again echoed through her lips, black ooze spreading from out her back and slowly enveloping her entire body again until she was once more standing in the shape of a dreaded, black killing-machine, "I was waiting for this. The moment when a man believes victory is in his grasp, only to see it seep away so quickly!" his shrill laughter echoed in Hideki's ears, "Sorry, little boy, but all this time... saving Homura was never an option at all!"

His armor and body glove stained with his dark red, the Puerum Magi could only open his mouth and let out an inaudible voice as the Warlock's laughter echoed through the lobby.

"That's right. Did you really think you could save her? Did you think we would resurrect your little friend in a way that she could live without the Warlock we shoved right into her body?! Too bad," the Warlock, parts of its limbs still visibly cracked from all the damage it had received already, raised its claws in the air, "There's no happy ending out of this one, kid."

As the Warlock stood over his body, Hideki, with his eyes closed shut, simply smiled.

He was an idiot for hoping that there was a way he could save Homura. He was an idiot for thinking he would come out of this like some kind of hero. Now, he was lying in his own blood, wounded with near-paralyzing pain. If he was going to die to the hands of the girl that had given him a second chance at life, then he didn't mind at all. His thrusters were still working. His powers were ready to be used. But he already knew one thing: he had done enough.

"Hakamichi!" a voice shouted throughout the lobby, followed by the loud ringing of twisting metal.

Hideki opened his eyes, and before him was a sight he almost couldn't believe: Miki Sayaka, of all people, stood behind Homura's monstrous form, attempting to attack the Warlock-consumed Homura. But the Warlock, its head barely turned to her, had easily caught the fire extinguisher she had swung at it with one of its claws.

It was from this very sight alone that Hideki felt a familiar feeling ring in the back of his mind. The very moment Sayaka had dared attack a being that could easily kill her, the very moment she had tried to stand up for his pathetic self, Hideki felt the memory of his first meeting with Sayaka flash before him. The pain he felt in almost every part of his bleeding body began to wither. He mentally screamed at his body to move, to fight through the pain until he was nothing more than a cold corpse. The thrusters on his back letting out a low whine, smoke coughed from their vents.

The Warlock clicked its tongue, "Pest," it ripped the fire extinguisher from Sayaka's grasp and flung the dented metal aside with ease. Wagging one knife-like finger, the Warlock chuckled and fully turned its body to her, "Well now. Since you're so eager to die, how about I kill you first? Watch, Puerum Magi, as there is nothing you can do," the Warlock said in a sing-song voice, and Sayaka, with tears in her eyes and her legs trembling, dropped to her knees with her arms shielding her face, "Ciao!"

The Warlock lifted its ebony claws, only to feel an arm seize it by waist and hear a low, engine-like hum.

"Get the hell...!" the low hum began to rise, followed by a voice filled with anger blanketed by a cover of tranquility. As the Warlock spun around to finish off the injured Puerum Magi, Hideki's thrusters ignited at full power once again with whatever fuel it had left, the power of his engines increasing tenfold as Hideki seized the Warlock by its throat with his other hands before they soared into the corridors on wings of blue fire, "Get the hell away from her!" azure flames coursing through the hallways, the two crashed through medicinal carts, pillars and hard walls with the Warlock's back suffering the full brunt of the damage.

The two reaching the end of the hallway, they shattered apart the large window before them, glass shards piercing their bodies, and Hideki's thrusters immediately gave out as the two tumbled into the stone-covered courtyard that sat behind the hospital. The walls of the Warlock Barrier still present around the building, Hideki couldn't hold back a cry of pain when he slammed right into the courtyard's fountain, the thrusters on his back breaking into bits and scattering around him as pieces of scrap metal.

Wincing from the shards of glass embedded in his face, Hideki's ears once again could hear Homura's voice now shrieking with pain, and the boy glanced at the other side of the courtyard where the Warlock-consumed Homura had keeled over on all four limbs. Writhing non-stop from the torture within her body, the ooze that sustained the Warlock's ebony form was slowly peeling away, debris and glass shards stabbing into its body as the Warlock visibly struggled to sustain its monstrous form over the Puella Magi. Her screaming ringing in the air, the black mask around Homura's face peeled away once again by force, and the Puella Magi's bleeding face turned to Hideki with tears streaming down her face.

"Now!" she heaved out a pool of black ooze from her mouth, "N-Now's your chance! K... Kill me... while it's still regenerating!"

The Puerum Magi bit his lip, grasping the stony edge of the fountain beside him as he pulled himself onto both feet. His eyes were barely keeping open. Just standing alone made him feel like he was going to pass out from blood loss, "H-Homura..."

"Hideki-!" Homura's words were cut off as the Warlock's black mask enveloped her head, the black ooze that sustained her monstrous dripping from all over her body as the Warlock got back up on its legs again and spun around to face the Puerum Magi. Its left arm now nothing more than a bleeding stump, it brandished its remaining right claw as the Warlock let out an ear-piercing wail and charged at the Puerum Magi. Racing from one side of the courtyard to the other, it raised its claw in the air and swung it straight for the boy's neck.

"I'm sorry."

A shower of sparks bathed the Warlock, and the black, dying beast roared upon seeing the glowing, golden arm that had seized its claw by the wrist, its tight grip threatening to snap its very hand off.

"Strength Amplifications Powers activated."

Drawing in a deep breath, Hideki's right hand, also covered in the blazing, flame-like gauntlets that boosted his strength beyond superhuman levels, was clenched into a tight fist while the Magi glared right at the Warlock's demonic face. His eyes narrowing, Hideki's right fist then swerved through air like a golden blur before cleaving straight into the Warlock's remaining arm with a sickening crunch.

Black ooze spraying everywhere, the Warlock let out a loud cry as it reeled back, Hideki now holding onto the Warlock's severed claw by its wrist.

Before the Warlock could even attempt to regenerate, the Puerum Magi leaped forward with whatever energy he had left in his bleeding legs, and with tearful eyes, impaled the Warlock's severed claw straight into its very heart. Five knife-like fingers exited out of its back, numerous cracks appearing around its already-dying body, and as the Warlock's demonic face let out one last howl, the ebony form that had consumed Akemi Homura's entire body finally exploded in a shower of black entrails that covered the entire courtyard.

Hideki continued to grip onto the severed claw he held in his hands before it too melted into inert remains dripping to the floor. His breath shaky, his vision blurry, Hideki opened his bloodshot eyes and found himself staring face-to-face with Akemi Homura, the small, beautiful smile on her face clear as day. A similar smile of relief appeared on Hideki's bloodied face, before both of their legs gave out and the two slumped against the side of the fountain. Homura, her body's arms and legs once again returning to their original human shape, was now free of the monstrous form the Warlock had enveloped her in.

The cold air had finally turned silent once again, to the point that Hideki could hear his rugged, pained breathing. Every slow breath he took would provoke a surge of pain within his chest, but he could barely register it among everything he felt from all his other wounds.

Around them, he could see the Warlock Barrier begin to dissipate, and the Puerum Magi weakly turned his head to face Homura, the Puella Magi's head resting on his shoulder as they both lied against the fountain. Her eyes still wide open, Hideki commanded his hand to listen just for a few seconds to hold onto her, but his body no longer responded to him. As even his very throat felt too weak to let out a single word, he heard a soft chuckle of relief from the Puella Magi.

Their gazes met, and there, in Homura's amethyst eyes, was the look of someone who had just awoken from a nightmare, "Hideki..." the Puella Magi lifted a hand from her side, and as she cupped Hideki's blood-stained cheeks, the tips of her fingers began to wither away into ash, "I'm proud of you... I... really am..." her voice was barely above whisper, audible only because of the silent air, "You were willing to make... the hard choice... and because of this... Madoka... Madoka is safe," her hand felt cold to the touch, smoke and ash visibly billowing from the other parts of her body.

Hideki's body couldn't move. The pain had utterly paralyzed him. All he could do was try and futilely hold back the tears that streamed down his face.

Wiping them away, Homura just smiled and rested her head against his blood-stained clothes, "J-Just now... in my room, you asked me a question... About whether or not you have the right... to have feelings for Miki Sayaka..." the colour in Homura's eyes began to fade, "As for my answer... sadly, a-as a Puerum Magi... you will have to live a life of constant danger to y-yourself... and those around you... You cannot back away... but e-even so..." cracks began to form around her skin, "It is your choice in the end... whether or not you desire her... h-hesitating... will only cause you... to wander... and distract yourself from the v-very mission I had passed onto... y-you..."

Hideki's hand shivered, and with all his remaining strength left, the Puerum Magi slowly lifted it from his side.

"I-I'm proud... of what you've become... Hideki..." Homura gave a soft laugh, the most pleasing thing he had listened to all evening, "So please... even after I leave you... again... don't... h-hesitate... a-anymore..."

Reaching for her tearful face, Hideki's hand brushed her cheek, before the Puella Magi's very body withered away in his grasp, her entire form fading into glowing sparks of amethyst light that was carried away by the cold, indifferent wind.

Hideki's hand dropped to his side and his head slumped against the fountain behind him. His vision began to finally give out. The last of his conscious seeped away, and as his tearful eyes slowly closed, he could see a lone, cloaked figure slowly approaching him, an orange light glimmering in the figure's hands, before his vision finally darkened.


"Hakamichi," A distant voice echoed in his ears, colour slowly filling his vision, "Hakamichi...!" he felt a hand grasp his shoulder, shaking him awake. Letting out a small groan, Hideki finally opened his eyes to stare into the clear night skies above. An ocean of glimmering stars shimmering in his vision, he turned his head to the side and was surprised to see both Kaname Madoka and Sanbey standing next to him as he lied down on a wooden bench. The striped Familiar sitting on the girl's shoulder, Madoka helped Hideki sit upright before he leaned back on the wooden bench, one hand clutching his forehead.

"Where... How long was I...?" Hideki blinked, a sore sensation ringing in his mind. Looking around him, Hideki saw the numerous trees that dotted the small park they were in, tall street lights lining the small granite path beneath their feet.

Letting out a sigh of relief, Sanbey hopped down from Madoka's shoulder as the two sat down by the Puerum Magi's side. Sanbey, his ears dropping, calmly began, "I'm glad you're alright, Hideki. Thankfully, the wounds you had when we found you were not fatal. But-" he placed a paw on the boy's hand, Hideki looking down to see his school uniform still covered in a countless amount of bloodstains, "It appears that whatever the Warlock had hit you with, has placed a poison within your body."

Hideki simply blinked as a reaction to his words. He held up his other hand to feel out his body, but was unable to find any trace of any injury whatsoever, "A... poison...?" his voice had an almost stoic tone to it.

Worried about his strange behavior, Madoka placed a hand to Hideki's forehead to test his temperature, despite its obvious futility, "A-Are you alright, Hakamichi? You don't seem... very well..."

"I cannot tell if this is simply a symptom of the poison inside of him," Sanbey said, his paw still placed on Hideki's wrist as the stripes on his arms, body and tails began to glow with gold, "All I know, is that whenever Hideki is to use any of his magic whatsoever... the poison will start to harm at him from the insides. Thankfully, I calculate that your body will eventually remove it within several weeks. Until then, I suggest that you be careful with using your magic. The pain will almost be unbearable."

Despite Sanbey being clear and firm with his explanation, Hideki just sighed and looked back at Madoka with a small assuring smile, the girl hesitantly withdrawing her hand away, "I'm alright, guys. Just... it's been a long night, that's all," he chuckled and casually rolled his neck and shoulders, "As for that poison - well - I can deal with that. A little bit of pain whenever I use my magic isn't going to kill me, after all."

Madoka and the Familiar shared a worried glance. At least, as worried a being with an unmoving face could give in the case of the latter.

"So... what happened?" Hideki's voice suddenly turned low, the boy leaning forward with a heavy sigh.

"As soon as that monster was gone, the strange barrier around the hospital disappeared," Madoka attempted to explain, the girl racking her brain to summarize all the events of such a hectic tonight, "Strangely enough... once the barrier was gone, the hospital was back to normal. Everything that was broken was untouched, and everyone inside didn't even know if anything happened at all."

"And Saya- I mean... Miki?" Hideki glanced aside to her, "How is she?"

"Sayaka is alright," she assured him quickly with a nod, "Fujimaki and Ikezawa came after the Barrier had broken, since they said that you weren't answering your calls. They helped Sayaka get back home, b-but I wanted to make sure that you were alright. Oh!" a sudden realization dawned on her and the pink-haired girl suddenly got off her seat. Facing the Puerum Magi, she then gave a deep, pronounced bow that nearly threw her off her feet, "T-Thank you so much for saving us! You were so badly hurt... but even then-!"

The girl stopped when Hideki clapped her on the shoulder. Madoka looked back at him, and Hideki just gave a mild shrug before scratching the back of his head, "... No need to thank me, really. I'm just glad you two are... alright," as he looked away, Hideki wiped the corners of his eyes, something that got a tilt of the head from Madoka. But before she could open her mouth, they heard a gust of wind in the air above them, and Fujimaki Takuya dropped landed behind her, Madoka almost jumping while Hideki and Sanbey sighed at his sudden appearance.

"It's rude to just barge in, Takuya," Sanbey told him in an exasperated tone while Takuya meekly giggled to himself.

"I just didn't want to ruin the atmosphere, is all!" he explained in a cheerful tune while he skipped towards them, his Magi gear vanishing away into bronze particles as he skid to a halt a few meters to them and waved at both Hideki and Madoka, "Evening! 'Teyama and I already sent Sayaka home safe and sound, so I'm just here to pick Sanbey up. How's the wounds, Hideki?"

"I'm not dead, that's for sure," Hideki replied in a deadpan tone and Takuya gave a theatrical gasp, "Jokes aside," Hideki changed the topic quick, "Tonight, I want you to tell the others about a new kind of Warlock. I don't know if this is going to be a one-time thing... but the one I faced tonight was capable of creating a Witch-like Barrier. It was pretty much why I couldn't call any of you guys for back-up," he waved his communication bead in front of his face, "Tell 'Teyama to see if he can get these to work inside those Barriers, too."

"Okie-dokie'!" Takuya's feet straightened together and he gave a military-like salute before picking up Sanbey from the bench and placing him on his shoulder. He petted him on the head which only got an exasperated sigh from it, "Alright! We're gonna head home now. You're gonna bring Kaname back home, right?" he got a calm nod from the azure Magi, "Okay! Good night, you two!" spinning on his heels, Takuya then drew out his Soul Key and ran off before bathing in a flash of bronze light and swinging off using his grappling hook with Sanbey held under one arm.

As the sound of the loud and proud Puerum Magi slowly went out of earshot, Hideki and Madoka looked back at one another and shared a nod as they both got off the bench. Without a word, they started walking back to the residential district, the two middle-school students calmly heading back home under the soft light of the street lamps that lined the park's path. For several minutes, neither of the two knew what to say or speak up about to break the silence, until Madoka looked at the Magi, and saw a trace of a tear in his eyes.

"H-Hakamichi...?"

"Yeah?" he replied to her in a casual tone before rubbing his eyes with the back of his hand, "Something on your mind?"

Fiddling with her hands behind her back, Madoka hesitantly nodded, "... Actually... is there something you would want to talk about instead?" she got cold silence in response to her answer, Hideki scratching his cheek with a obviously-fake smile, but she pushed on, "If there's something wrong, you can t-talk to me. We already did this... back at the Shanghai, remember?"

Their footsteps echoed through the park, the lights of the city in the distance glowing like a bright beacon. Then, Hideki halted in his footsteps, his hands placed in his pockets as Madoka too halted and turned around, only to see the smile that was on Hideki's face earlier slowly fading away.

A hand clutching one side of his face, Hideki stared into his palm and quietly stated, "I had a realization," he voice was curt and precise, "A realization that... no matter what... I can never be with Sayaka... and be a Puerum Magi... at the same time," hearing Madoka slowly step up to him, he looked up at her worried frown and gave her a weak, but assuring smile, "And I'm alright with that."

Her hands clutched together as a mild breeze blew by, Madoka stood in front of the Puerum Magi and saw the countless stains of blood on his uniform. Numerous tears and rips all over him, Madoka had to look away, "Are you.. sure about that? Back at the restaurant, you told me-"

"It's the price of having my wish fulfilled," Hideki firmly said, almost as if stating the obvious, "I... I can't be with Sayaka. Not when my life and everything around me is constantly in danger. I-I mean, it's not like I'm gonna keep away from her. I can just be... a friend," the word felt bitter to his tongue, "After all, she's in love with that violinist, right?" he chuckled weakly, "She likes someone else, and I have nothing against her, or him, for that."

Madoka's lips pursed, "Even after she saved you just now?"

Her words visibly pierced him as the Puerum Magi flinched. But, he just gave another mild chuckle and stared off into the distance, observing the brush and trees around them waving from the howling breeze, "Maybe I'm just denying my feelings... Maybe I'm just scared to lose her...? But... I think I can say for sure, that there would be no way that Sayaka would see me the same way I do her. It's just how it is, that's all-" he was caught off-guard when he suddenly felt two arms wrap around his waist.

His words immediately stopping, Hideki couldn't say anything else as Madoka gave him a tight hug despite the blood all over him.

"Even if Sayaka doesn't want to say it herself..." Madoka whispered, "We're both grateful to you for saving us. I-I was s-scared when that monster attacked us. I d-didn't think we were going to make it. B-But... I was also worried that you were going to die, too... so we're glad that you're alright," pulling away from him, the girl visibly trembled from what she had to face tonight, but her face turned a mild red when she saw the few tears that were now trailing down Hideki's face, "H-Hakamichi?"

"Huh? Oh. Damn," he finally noticed his own tears and hastily wiped them away, chuckling in a self-deprecating tone the entire time as the tears wouldn't stop. All the emotions welling up inside of him - all the grief he felt when he took Homura's life - all of it came rushing through him like a never-ending stream of emotions, "Oh man... C-Crying in front of a girl is just not cool. I p-pretty much look like a moron right now, don't I?" drying the last of his tears, Madoka shook her head side-to-side, "Heh. Anyway... thanks. I... I guess I really needed that, huh?"

"I'm always free to talk if you need anything, Hakamichi," Madoka gave a warm smile, one that nearly lit up the boy's entire night, "It's the least I can do, when you and the others are always out there, risking your lives for us."

Slowly nodding at her words, Hideki then gestured that they continue heading back home, "Shall we? We got school tomorrow, after all. Though, we're probably not gonna get much sleep, after what happened tonight," hearing the girl giggle at his words, Hideki smirked as the two continued their way back to the residential district, calmly walking under the dim, yellow glow of numerous, tall street lights.

As the rest of their walk was filled out by bits of chatter and mild talk, Hideki, in the back of his mind, quietly swore to hunt down the Warlocks for what they did to Homura. What happened tonight was going to scar his mind for nights, even if the smile he wore gave off the same laid-back attitude he always had. He wanted them to pay for hurting Madoka. He wanted to grab the Warlock that was responsible for turning Homura into that thing by the neck, and hear its last gasp for air ring in his ears as he choked its unholy life from it. Among all this, among all the silent oaths he made, the painful regret he bore for killing Homura with his own hands, Hideki had to wonder one more thing: Just who was that cloaked figure?


Warlock Stats Sheet

Name and Code: 321.

Destructive Power: B

Speed: B

Range: D

Durability: C

Precision: D

Development Potential: A

Abilities:

A Warlock that lives completely by acting as a symbiotic parasite that feeds off the despair and other negative emotions of its host in order to grow and sustain itself, Warlock 321 is capable of memorizing and adapting to the abilities of those it has previously fought before. It has no form of sentience whatsoever, simply following basic instincts and the the commands of the Warlock leaders.

Weapons: Warlock 321 relies on a pair of claws capable of tearing anything apart, alongside any other weapon formed by its adaptive body by using information gathered from the opponents it has fought.


A/N: Well, look's like we've reached this story's 5th anniversary. Never expected to go this far honestly, but it feels good regardless. I know this chapter is... not exactly something one would expect as an anniversary celebration, but all I can say is that this was something that I had planned for a long time. Also, apologies for being late. Moving houses is not fun.