A/N: I DO NOT OWN ANY PART OF YU-GI-OH! 5DS OR MADOKA MAGICA! ALL RIGHTS GO TO THE CREATORS AND WRITERS OF EACH SERIES!

Chapter 3: Madoka

"What's going on, Madoka?" Luna asked her.

"A witch is in New Domino," she answered. "That was one thing I wanted to ask you about. I want to know whether you want to follow me on witch hunts. See what it truly means to be a Magical Girl."

"Yeah, totally," Luna agreed.

"Then let's go," Madoka said.

They walked out and she called to her mom, "Mom! I'm going out! I'm not sure when I'll be back but I'll try to get back soon."

"Be careful!" her mom returned.

As soon as they reached the city, Madoka looked at her Soul Gem that she had in front of her. As they walked through the city, it continued to pulse.

"Why are you watching the Soul Gem?" Luna asked.

"When a witch is nearby, it pulses a bit. But when you get really close, it glows bright," Madoka explained. They walked for another hour until they came up at a building. Madoka's Soul Gem lit up. "It's in here. You ready?"

"Totally," Luna asked.

They walked in and walked through the half built hallways. At the far wall was a portal like opening. "This is it," Madoka said. "Come on." She held out her hand and Luna gripped it as they walked in.

They walked through the labyrinth with Luna keeping an eye out. They came up to a door. Madoka took her hand away.

She activated her Soul Gem and turned into her Magical Girl form.

"Were you planning of leaving me out of this?" came Kyubey's voice.

"Hey Kyubey," greeted Madoka.

"Hey," Luna greeted herself.

"I'll be by your side Luna. This way I can help you if Madoka can't succeed on her own," Kyubey said.

"O-Okay," Luna agreed unsure of what to make of the sentence.

"Now let's go in," Madoka said.

Luna grabbed Madoka's hand as they entered the room. Inside were multiple, tall chairs. The tallest held a mini, pink, dog head witch in a brown cape.

"Not this witch," Madoka muttered. "Luna, stay right here."

"Okay, be careful," Luna responded.

"I will," Madoka agreed.

She jumped away and faced the creature. Several beings that looked like stick legged, round balls with target eyes and a hospital looking cap began to bombard Madoka. Madoka easily destroyed them. She then fired a single arrow at the witch.

Its body began to fold down and a snake like creature with brown and yellow, layered eyes, white face, pointy nose with a flower on its tip, yellow cheeks, blue and red ears, and sharp teeth came out of the once harmless creature.

"Madoka! Be careful," called Luna worried.

Madoka nodded with a small smile at Luna. She then began to fire arrow after arrow at the witch while dodging each attack the witch made to eat her.

The witch's mouth suddenly came over Madoka before she could react. "Madoka!" Luna called. The witch spat out Madoka's Soul Gem that shattered to pieces. "Madoka!" Luna called again with tears in her eyes. "No! No!"

"Luna! You have to make a wish and fast!" Kyubey said and the witch looked at Luna.

"But… but…" Luna stuttered afraid.

"Think quickly!" Kyubey said.

Luna searched deep and then realized the one thing she has always wanted since she connected to the Spirit World. "Okay, okay! I wish…" she stopped nervous. But she quickly continued, "I wish I can have the power to protect everyone and everything!"

"Very well," Kyubey said.

His ears reached out and snagged Luna in her chest. She screamed as a bright light enveloped her. The witch stopped in his tracks from the light. A ball of teal green light hovered over Luna.

"Reach out and accept your destiny," Kyubey told her.

Luna reached out and wrapped her hands around the light. Suddenly, her body felt soothed and she began to glow. Black boots with teal green outline formed on her feet. Black shorts wrapped tightly around her legs as a teal green skirt fell on her waist stopping just above the short's tip. Her shirt turned teal green as well and with a white, short sleeve vest. In the center of her chest was a teal green gem in a golden, diamond shaped outline. Her hair formed into one ponytail and hung down her back.

She looked at her body as she grabbed a stick bow with a green leaf on the top. The witch lunged at her.

"Fall Arrow!" yelled Luna as she released the arrow. In one attack, the witch obliterated into dust along with the surroundings. Luna changed back and grabbed the Grief Seed. She held it to her Soul Gem and it sucked the bit of taint in it.

"That still has one more use," Kyubey said. "Do it again after the last use, and it will hatch."

"I'll probably just get rid of it now," Luna said.

"Throw it to me," Kyubey ordered.

She did as she was told and it fellow into the curve in his back. Luna looked outside and noticed the sun was down.

"I have to get back home," Luna said. She made her Soul Gem into a ring that wrapped around her finger.

"Remember, do not take that ring off or lose it. If you do, you run of risk of dying," Kyubey said.

"Got it," Luna said.

"I'll come with you home," Kyubey said following her as she ran out and towards her house.

As she walked through the streets, her mind traveled to how Madoka died. 'Please, please don't make this be a huge mistake,' she thought as tears threaten to spill.

"Don't worry. Madoka died a warrior as I know she wanted," Kyubey said as he sat on her shoulder.

"Did she wish for that?" Luna asked him.

"No, but her spirit did. It was either die a warrior or with a good mind," Kyubey answered.

"Luna!" called Yusei.

She turned to him. "Where have you been? We've been looking all over for you," he asked.

"Nowhere. I was just going home after hanging out with Madoka," she half lied.

"Where is she now?" Yusei asked.

"At her house," she lied. She didn't like to lie, but she couldn't say anything yet.

"I'm taking you home. Leo's been worried sick," Yusei said.

"Okay," Luna agreed trying to stay normal.

"You know, Leo was worried when you disappeared right after Duel Academy," Yusei said. "Did you leave with Madoka as soon as it was over?"

"Yeah," she answered. "She just wanted to talk a bit. Her friend Sayaka called while we were there through video. She's really nice and she was a Magical Girl too."

"Were you talking about Magical Girls?" Yusei asked.

"Yeah, just trying to understand them a bit better," Luna answered.

"You know how I feel about you accepting the offer," Yusei said.

"I know. I'm still unsure and thinking about it," Luna lied. 'How am I going to tell Sayaka that her friend is dead?' she thought sadly.

"Is there anything else you want to tell me before we get to Leo?" Yusei asked unsure about her sudden silence.

"No," she answered.

Yusei sighed. 'There's something she's not telling me. But why would she want to hide it?' he thought. 'She'll tell me eventually. I shouldn't push right now.'

He then noticed Kyubey sitting on her head. "What's Kyubey doing with you?" he asked a bit defensive.

"I'm just following her around. Waiting for her to let me know whether or not she wants to make a wish and become a Magical Girl," Kyubey explained. Then he said mentally to Luna, "By the way, Luna. We can talk telepathically so Yusei can't hear you if you ask a question."

"Okay and I do have a question. Why didn't you tell Yusei I was a Magical Girl?" Luna asked mentally.

"He shouldn't know at the moment. Besides, you don't want him to know yet," Kyubey answered.

"Okay, thanks for not telling him," Luna said.

"What's with the sudden silence back there?" Yusei asked.

"If someone has the potential of being a Magical Girl or someone that is a Magical Girl, they can talk to each other or me telepathically. But no one else can," Kyubey explained.

"So what did I miss? Luna the reason why I'm asking all these questions is because I want to know what's up," Yusei said. "After the offer, I want to be sure everything is okay."

"I'm fine, Yusei, really. I just have a lot on my mind," Luna responded.

"Okay," Yusei reluctantly agreed.