The next few witch hunts had been successful, each time finding a Grief Seed. The three girls took turns using the seed: if it had enough power, then all three of them could use it. Homura hadn't shown up to the battles as of late and when she tried to talk to Madoka at school Sayaka warned her off.

It was now Saturday, and Madoka had secretly invited Homura to Kuro Neko for a serious talk.

Homura sat down at a table next to window and looked around. It seemed that Madoka hadn't arrived yet, so she figured she would look through the menu for something to drink.

She was surprised Madoka wanted to talk, or that Madoka had even approached her at all, since she was a timid girl and seemed to have been afraid of Homura. She clearly didn't know about her talk with Mami Tomoe, or else she would know that they weren't to interact with each other.

A waitress appeared to take her order. Homura requested for a cappuccino and a chocolate muffin. She didn't know how late Madoka was going to be, so she figured she better make herself comfortable.

How many timelines has it been now? She wondered. I've been through this so many times that I can't even keep track of how many.

The waitress returned with her cappuccino but Homura took no notice of her. This time, I will save you Madoka!

Madoka was running down the street. I'm so late! I hope Homura-chan is still there. She entered the café and saw Homura waiting at the window seat. Breathing a sigh of relief, she advanced towards the girl. "I'm so sorry for being late, Homu-Homu!".

"It's fine. Now, what was it that you wanted to talk about?".

"Well, it has to do with Sayaka-chan….." Madoka trailed off.

"What about Sayaka Miki?".

"Well, I know she can be a bit rash and she's quick to start a fight, but she's a really good person! I know she hasn't treated you very nicely but it's only because she's worried about me. Sayaka-chan is a kind and courageous girl. She'll go to any length to help someone!" Madoka said.

"All are fatal flaws for a magical girl"

"How so?"

"Excessive kindness leads to weakness, reckless courage becomes inattention to detail, and there's no reward for dedication of any kind. You can't be a magical girl unless you understand that" Homura said.

"Well, I wanted to ask you….could you be friends with Sayaka-chan? It would be much safer for us all to fight together to kill the witches, right? If you could work with the both of us and Mami-san, that would be terrific!" Madoka pleaded.

Homura sighed, and took a sip of the cappuccino. "I don't want to lie, and i don't want to make any promises i can't keep. So give up on Sayaka Miki".

Madoka's eyes widened, and she looked away from her. "Why do have to be like this?".

"She shouldn't have made a contract. In all honesty, it's my fault. I should have watched you two properly, to prevent either of you from contracting. But now that I've taken responsibility, i must tell you it's a mistake i can do nothing about. It'd be like trying to bring someone back from the grave. She's become a magical girl already. There's no hope for salvation. The contract forces you to give up everything in exchange for one single desire".

"Then why do you still fight? From what you've just said it seems you've just given up on everything, including yourself. If that is indeed the case, then why bother with the endless fight?".

Homura stood up. "I continue to fight to protect the person I love. I made a promise, and i must continue to fight no matter what sin i must commit to do so. It seems I've wasted your time. I'm sorry".

Sayaka stood in front of her mirror, looking at her outfit. She was wearing a light blue revel dress with a black belt, a pair of black ballet flats and a black newsboy hat.

She sighed. Get it together, Sayaka. It's just a date…..with your childhood friend whom you've loved for a long time now.

She turned and left her room, and walked to the front door of the apartment. Her mother looked up briefly from her paperwork to question where Sayaka was going, to which Sayaka replied "to see my new friend". She didn't want to reveal to her parents that she was in a relationship with Kyousuke, not yet.

Sayaka exited the apartment and took the elevator downstairs to the ground floor. She saw Kyousuke waiting patiently outside. She bounded towards the automatic glass doors and hugged him. "Hello Kyousuke!".

"Hey Sayaka. You ready?" He asked.

"You bet! Let's get going!".

Kyousuke and Sayaka walked to the city center, and proceeded to go shopping. Sayaka went into a few clothing stores to try some clothes on and also went into a couple of manga shops. They eventually walked past a jewelry store when an emerald pin caught her eye.

"That necklace is so beautiful…" Sayaka marveled at the beautiful pin, which was styled after peacock feathers.

"If you want I can buy it for you" Kyousuke said.

Sayaka looked up at him. "How much money did you bring?".

"About 5,911 yen".

"Kyousuke! That's way too much! Why did you feel the need to bring that much money?" Sayaka gasped.

"I just wanted to be ready for anything" Kyousuke winked. "So do you want it?".

"Well….if you don't mind paying for it….sure!".

Kyousuke entered the store and bought the pin. Sayaka immediately pinned it to the collar of her dress. "It looks nice on you".

"Thank you, Kyousuke…." She blushed.

They stayed in the city for a few more hours before Kyousuke had to go home. "I had a lot of fun. We should do this again soon".

"Yeah, we should! See you at school tomorrow, Kyousuke!" Sayaka beamed before catching a tram back to her apartment.

Sayaka entered her room and sighed happily. "I can't believe that went so well!".

"Of course it did".

Sayaka turned and saw Kyubey lazing around on her bed.

"What do you mean?".

"Have you forgotten your wish? Kyousuke Kamijou loves you unconditionally now" Kyubey said.

Sayaka blinked. "So he would love me no matter what?".

"Yes. Even if you cheated or become a cold blooded murderer, he would still be yours. Kyousuke' s heart and body belongs to you forever now".

She felt her blood run cold. "It's all forced then? If I hadn't have made the contract, he would have never loved me?".

"Well, that I can't answer".

Her phone started to ring, so she went over to her desk and picked it up to see who was calling. "Hello, this is Sayaka Miki. Who is this?".

"Sayaka-san? It's Mami. I'm right outside you're apartment with Madoka. You want to go hunt some witches?".

Sayaka sighed. "Do we have to do it tonight? I'm feeling a bit flat".

"Well, it's just that we picked up traces of witch magic nearby, and we need to destroy it before it can harm innocent humans…".

"Alright, I'll come with you guys". She walked out of her room and into the hallway. Neither of her parents were there, as they had gone out to some fancy dinner party, so she didn't have to worry about them questioning where she was going. Reaching the door, she opened and came face to face with Mami and Madoka. With a quick nod, the group began to leave the building.

"Sayaka-chan…..did everything go ok with Kamijou-kun?" Madoka asked.

"Hm?" Sayaka mumbled, lost in thought. "Yeah, it went great. Perfectly, in fact".

"Then what's wrong, you seem a bit…..sad".

"It's nothing. Let's go find the witch".

The rest of the trip was silent. Nobody dared speak a word until Mami's Soul Gem started to pulse. "Here it is. We should transform!".

Mami was about to transform when Homura stepped out of the shadows to face her. Mami glared at the girl. "I thought I told you to stay away from us".

"I will take on this witch. Leave while you still have the chance" Homura said in her normal monotone voice.

"Not a chance. This witch is our prey, and I would rather take it down then have some shady magical girl kill it" Mami hissed.

"I can't allow you to fight this witch".

"Well, then we have a problem, don't we?". Mami smirked. "If I remember correctly, the last time we spoke I said it would be the last time it ended with talking".

Homura glared at Mami. "I don't want to fight you".

"Too bad. You're going to have to. Why don't we take this somewhere else?".

Mami lead the trio to a bridge that ran over a busy freeway. "We won't have to hold back here".

Homura summoned her Soul Gem and transformed into her magical girl form. She motioned for Mami to do the same.

"No….this shouldn't be happening…neither of them are witches! They should be working together, not fighting each other!" Madoka whimpered.

"You really think it will be that easy?" Mami said, her Soul Gem glowing brighter, about to start the transformation.

"Mami-san, I'm sorry!" Madoka cried out, racing forward. She grabbed Mami's Soul Gem out of her open palm and ran to the railing of the bridge. She reeled her arms back before throwing the gem far away, down onto the busy freeway.

Homura gasped, and a look of horror passed her face. She immediately jumped down from the bridge to try and recover the gem.

"Madoka! What the hell was that about?!" Mami yelled, walking towards her.

"But if I didn't….." Madoka started to say before Mami suddenly fainted in her arms. "Mami-san?".

Mami's eyes were blank and empty, her hands were cold and her body was limp. "That was bad, Madoka!".

Madoka looked up to see Kyubey sitting on the railing in front of her. "There must be something wrong with you, throwing your friend like that!" Kyubey said.

"Kyubey…..what are you saying?!" Madoka stammered.

Sayaka rushed over to were Madoka was standing and checked Mami's hand for a pulse. Hey eyes widened. "What's going on? She's dead!".

Madoka screamed and Mami's body fell to the ground, lifeless. "Mami-san…..is dead? No….that can't be!". She sat down and shook Mami's body. "Mami-san? Mami-san! Wake up! Say something! What's wrong? Mami-san!".

Sayaka gritted her teeth. "What the hell is going on?" She turned to Kyubey. "Hey! What's the big idea?!".

"You magical girls can only control your bodies from 100 meters away at most" Kyubey answered nonchalantly.

"What is that supposed to mean? 100 meters?! What are you talking about, Kyubey?"

"You normally walk around with them, so accidents like this rarely happen".

"What are you saying, Kyubey? Save her! Don't let Mami-san die!" Madoka begged the small animal.

Kyubey sighed and looked out on the freeway. "Madoka, that's not Mami. It's just an empty container. You just threw Mami".

Madoka froze, realizing the full implication of Kyubey's words. The Soul Gem is more than just a transformation device, it also houses their souls?!

"W-What?" Sayaka said, gripping her Soul Gem.

"I couldn't ask you to fight witches with the fragile body of a normal human. A magical girl's old body is nothing more than a piece of external hardware. Your actual soul is given a much safer, compact form that is capable of controlling magic more efficiently. It's part of my job, when I complete a magical girl contract. I remove your souls and change them into Soul Gems" Kyubey explained.

Sayaka marched over to the railing and grabbed Kyubey by his neck. "What the hell did you do to us? You basically turned us into zombies!" She shrieked.

"Isn't it more convenient that way? Even if your heart is torn to shreds, or you lose ever limb, if you heal the damage with magic, you'll be able to operate again right away. You're basically invincible, provided your Soul Gem doesn't break. Isn't that much more useful during a fight than a normal human body full of potential problems?".

Madoka started to sob, and cowered over Mami's body. "That's terrible….that's really awful!".

"You're all the same. You all react the same way when you're told what's going on. I don't get it. Why do humans place so much value in where their soul is located?".

Meanwhile, Homura was racing to recover the gem. She saw a yellow and orange thing lying on the road up ahead, so she stopped time briefly in order to get to it. Just as she was almost there, her shield started time again, and a truck ran over the gem, breaking it into a thousand pieces.

Homura just stopped to stare at the broken shards. "Tomoe-san….".

Her shield froze time again, and Homura stepped forward to pick up the broken gem. She ran back to the bridge were the fight was to take place and started time again. Sayaka looked up to see Homura walking towards them, holding something in her hands. "Did you find it?!".

Homura stared at her feet and grinded her teeth. "I was too late…..". She opened her hands to reveal Mami's Soul Gem, smashed beyond recognition.

Sayaka dropped Kyubey, and sunk to the ground. "Mami-san…..Mami-san is really dead…..".

Madoka continued to cry over Mami's dead body. "You guys should consider where to put the body. If you leave it in some random place, it could cause you a whole lot more trouble later" Kyubey advised.

Sayaka turned around and slapped Kyubey. "How could you?! Mami-san is dead because of you! You really think now is the time to start telling us where to dump her body?! Can't you feel anything at all, you monster!?".

"Well, as a matter of fact, I cannot feel emotion, so I cannot understand what all the fuss is about. Why do you care so much if one of your kind dies? They were only one insignificant person, there are a billion more of you. So why do you care so much?" Kyubey questioned.

"Kyubey…why must you be so horrible….." Madoka cried.

Sayaka held out her Soul Gem and transformed into her magical form. "You've said enough, monster. It's time for you to die!". She attempted to slash Kyubey but he darted out of the way and ran off into the distance. Sayaka began to chase him but was stopped by Homura. "Leave him. It's no use killing him".

"But he's the reason why Mami-san is dead! He needs to pay!" Sayaka screamed.

"Killing the creature won't solve anything. He will just regenerate" Homura sighed. She hated to see Madoka cry, but it couldn't be helped. Mami Tomoe was dead forever and there was nothing they could do about it.

Once Homura had left, Sayaka turned to Madoka. "What should we do with it?".

"What should we do with what?"

"The body. We can't just leave it here, but we have no parents to return it to".

Madoka wiped her tears away. "We should give her a proper burial. Out of respect".

"But where should we bury the body? Shouldn't be just hand her into the police, or something?" Sayaka stated.

"Well….."

"I'll figure it out. I was her student after all, so I'll be responsible for it. You just go home Madoka".