A/N: This chapter will be shorter than the last one. That is all. Enjoy.


-Memories of Another Side-


Pop gave a hard stare. The door she was preparing to open was one that she had been to before. However, she had been warned that the room behind it now held a Witch. The runes on it proved that much. Pop scanned them.

Metamorfosi.
Metamorfosi.
Metamorfosi.
Metamorfosi.
That sounds wonderful!

It can't translate Italian? Pop mentally deadpanned, But I'm glad to read the last part. I didn't think Witches could make something so hopeful. She sighed. May as well get it over with. Hit me with those memories…

Pop grabbed the door knob. At once, the rush of memories struck. The red Ojamajo tried to power through it, but the intensity was greater than the last ones. She felt her head go numb…


Three young girls were walking along a walkway. All was peaceful. One of them opened the door and allowed them in. With a bow, they agreed. The room was cozy and well organized. A small, white, ferret-like creature had traveled with them to this apartment.

One of the girls exclaimed something to one of the girls traveling with her. She had her pink hair styled in pigtails with red ribbons.

The blond-haired girl replied politely. The two other girls nodded and set their bags on the floor. She then led them to the table and brought snacks and tea.

That's when she heard their names. Mami-san? That's right. Mami Tomoe was my name. And this was Madoka Kaname.

A blue-haired girl marveled at the snacks. She knew her name too: Sayaka Miki.

Mami replied. She set her tea down and prepared herself. She heard the name of the ferret-like creature: Kyubey.

Kyubey? That small, white, ferret-like creature? That's him? He was kind of cute and adorable.

Mami, Madoka, and Sayaka chatted, and the former eventually gave a light-hearted chuckle and showed them something she now held in the palm of her hand. It was an egg-shaped gem within a gold metal cage. It glowed a brilliant yellow.

Madoka made an amazed remark.

Mami explained what it was: A Soul Gem, a jewel born forth when a girl contracts with Kyubey and the source of her mystic power, and proof that they're a Magical Girl.

Sayaka seemed dumbfounded and asked something. Kyubey replied and explained, though his mouth did not move. Madoka and Sayaka seemed very amazed and hopeful and began making theories and musing on requests.

There was a silence.


Pop quickly withdrew her hand from the knob. Out of all the memories she had seen, that one stood out the most and forced itself to the surface. It was relatively happy.

Sayaka. Madoka. Mami. They seemed familiar to her. But how? When did she meet them? Did she meet them? Did she see them somewhere?

Pop decided against thinking about it further and entered through the door…


The barrier was no less bizarre than the others. It looked just like a tea party out of a picture book. A teacup, a rainbow bridge, and a line of apple trees could be seen. The sky's colors were inverted, giving Pop a sense of unease. The moment she began her approach, she felt herself being pulled towards a strange house. The door opened, and she found herself inside a large room full of boxes and a table.

Surrounding the table were familiars. They looked humanoid, with one variety being overall pink whereas the other was red overall. Floating on top of the table was the focus. It a blue body like an hourglass and a rough cap that gave the impression of blonde hair arranged into twin tails. A tag with runes was connected to its head.

Pop scanned them using the All-in-One and read their entries. The runes were caught too.

Candeloro: The Witch of dress-up. She has an inviting nature. A kind-hearted Witch who dreams of ideal things. This Witch can't stand being lonely, and never lets visitors to her barrier escape.

CANDELORO DU POLIGNAC

They always have quirks about their tendencies, don't they? Pop mentally deadpanned, I just wonder how kind-hearted she really is.

NAME UNKNOWN: The dress-up Witch's minions, whose task is to guide visitors. They invite humans who enter the Witch's barrier to her tea party. When they try to run away from her, the Witch ties their hands and feet together. They are precious friends of the Witch.

Odd way of treating visitors, Pop thought, And yet, I can't feel as though I know you… Her thoughts drifted back to the familiar's name. EH? ! What do you mean 'name unknown'? !

Pop decided to drop it altogether and focus on defeating the Witch. By the time her attention returned to it, the Witch was gone and her familiars had scattered. Activating her Dark energy, she gritted her teeth and began to scan the area. One of the pink familiars leapt out and shot at her with a bow.

Pop moved to dodge, but the arrow cut her shoulder open. Wincing from the pain, she fired a ball of Dark energy at it. It struck true, killing the familiar. Immediately, something, like an accessory, flew off it and resumed the form of the Witch. At once, Pop launched several volleys at it. To her disbelief, the Witch weaved and danced around the blasts, evading each and every one of them.

It was time to close the gap and use melee. Pop summoned her broom and rushed the Witch, Fire energy blade active. The ribbon-like twin tail hair style the Witch had caught the blade and, despite burning it, threw Pop to the floor. She recovered quickly enough, but not before the Witch teleported off.

It was a game of cat and mouse. Pop had to scan which familiars had accessories and which didn't since that was what the Witch seemed to disguise itself as. To her dismay, the familiars that were in sight all had accessories. Pop switched to the Water energy and used its tendril form to lash out at them and kill as many as possible. Her move worked, but not before she was grazed by a spear and another arrow. She thanked her timely reflexes for the fortune, but she couldn't take much more of this.

To her relief, the Witch reappeared. Pop made a gambit and decided to use both Fire and Sky in one blast. It had to work, for her sake. She took aim with her hose. And before she knew it, her hand had slid down from the end and down to a lower part; Pop looked as though she were holding it like a rifle…or a musket.

Gritting her teeth, Pop gave out a loud scream. "Take this! Tiro…Finale!"

Pop had no idea where that came from, but she didn't care right now. What mattered now was the blast; it was enormous. The fusion between Fire and Sky had caused the blast to become supersized, leaving no chance of being dodged. The Witch gave one last scream before disintegrating. She sounded exactly like Mami Tomoe…

Several runes appeared.

"You would've been a good friend had it been any other way."

Moments later, the barrier faded.


The room was just as damaged at it was last time she was here. Pop deemed it wise to push out the flashbacks before they could force her to relive that brush with death. Right now, her attention was directed to the far door. And just like the door to the indoor swimming pool, this one had runes.

Pop scanned them.

Can you face your true feelings?
I'll never allow that.
Can you face your true feelings?
Don't waste food. I'll kill you.

The red Ojamajo couldn't believe the runes. She wondered why it would ask such a deep question and then threaten to prevent it. She then remembered that a Witch's mind is not the same as a human's; such things are to be expected.

Bracing herself, Pop touched the knob. And just like before, Pop could not resist the surge of memories.


She was eyeing them. Trying to see what they were going to do. Were they others? Were they also Puella Magi? One was Sayaka while the other was Madoka.

Oh? One of them transformed? Just to take out a familiar? Idiot! Doesn't she know that letting familiars grow into Witches gets you more Grief Seeds? I'll just have to let her know the hard way then!

At once, she leapt into action. Using her spear, she deflected the swords her fellow was using to skewer the familiar with. The familiar cried and fled the scene. She called the blue-haired girl out.

Did she have a name? Of course I did! I'm Kyoko Sakura! What did you think my name was?! Madoka asked who she was.

Kyoko drew her spear once more and pointed it at Sayaka's neck, threatening to skewer it.

Kyoko pulled out a fish-shaped sweet and took a bite out of it before explaining. Kyoko withdrew her spear and returned it to its normal length. Sayaka and Madoka gasped at Kyoko's words, the former angry.

Kyoko just scoffed. She licked her lips and began approaching Sayaka and Madoka, explaining in more detail and emphasizing her point by taking another bite out of her treat.

Suddenly, several ribbon-like shapes sprouted form the walls, cutting Madoka off from Sayaka. The latter fought, but Kyoko simply fought back. Sayaka gripped her cutlass with both hands and began putting more effort into her strike. Kyoko, taking another bite out of her treat, just stood there, easily keeping the sword back.

Kyoko pushed back against Sayaka's blade and sent her back. She then turned her spear into a long jointed chain and gave a powerful blow to the blue-haired Puella Magi, sending her skidding down the alley they were in. Sayaka's blade landed dangerously close to her.

Madoka called in concern, horrified.

Kyoko scoffed once more and turned to walk away. She stopped when she heard Sayaka getting back up. Surprising…


Pop fell back from the memory, panting heavily.

She remembered wanting to actually kill Sayaka for her foolish idealism. She thought that letting the familiars go will get her more Grief Seeds. But why does she need them? Why would she need them? She's not a Puella Magi.

The red Ojamajo felt the memory recede once more. So far, that one was the most brutal. Letting familiars kill people? And there were Puella Magi out there who would do such a horrible thing just to have extra Grief Seeds? Pop found that inexcusable…or at least, she tried. Something kept convincing her that it wasn't that harsh. What if those dead humans deser-?

Pop shook her head. She had to get those thoughts out of her mind. They weren't her. They never were and never will be. Pop told herself that repeatedly, but to no avail.

What's going on with me? Pop asked herself, Why are these thoughts here? Why are these Witches sending them to me?

Pop had no time to figure out the reasons. Hands shaking, she opened the door and entered the barrier…


The barrier was comparable to a narrow passageway, like an alley but more bizarre, though the latter was to be expected. Fog floated everywhere, obscuring much of Pop's sight. Familiars marched aimlessly around her and through the barrier walls. In the middle of it all was the Witch herself.

The Witch wore a yukata and double-bladed spear. She rode a horse, but it wasn't as colorful as the Witch, being greyed out. The Witch had no head, but a flame like that of a candle.

Pop scanned the runes.

OPHELIA: The Witch of wǔdàn. Her nature is abandonment or despair. A Witch who eternally wanders with hollow footsteps within fog. She can no longer remember what the horse that always accompanies her was.

But why the mist? Pop mentally asked, Or can you see through it?

NAME UNKNOWN: The wǔdàn Witch's minions, whose task is to march. They continually walk through the fog in an orderly fashion. The Witch typically doesn't have any reason to approach these familiars.

She wants to be alone…Is this why she and the last Witch are in neighboring rooms? Because they contrast so much?

Pop was about to put more thought on the subject when she saw a shot of flame coming from a dragon-headed familiar. Pop dove to evade it, but the flames licked her shoulder. She cursed her reflexes and launched a fire ball at the familiar. It replied with another gout of flame, overpowering hers and sending her flying back.

Pop stumbled back to her feet and immediately switched to Water mode. She fired blast of the energy at the familiar's gout of flame. The resultant steam thickened the fog, allowing Pop to rush in with her Dark energy blade and slice the familiar down the middle. She then made a dash towards the Witch and fired a Dark energy blast at it.

The blast struck true, and the Witch faded. Pop smiled, knowing that it was dead, but soon lost her sense of victory when the barrier failed to vanish. She heard what seemed to be a rearing horse. She spun around and immediately leapt out of the way, just barely avoiding being impaled in the Witch's spear.

Pop looked in disbelief. There were three Witches there, all of them the same and approaching rapidly.

There's only one Witch in the barrier. I can tell the real one from the fakes; the copies are illusions, which means their attacks won't hurt at all!

Pop grinned at her assumption and rushed the Witch and its duplicates. They simply moved to the side and each launched their spears at the rose-haired Ojamajo. The first one struck, leaving a gash on her back. The second struck too, cutting open her arm. The third also struck, slicing an entire segment of her skin off her leg.

E-eh?! Even the fakes can hurt me? Pop was gasping from her wounds and the revelation. So much for being able to tell the difference. I'll…I'll just have to take them all down then!

Pop made a run for it, wasting no time in summoning her broom and mounting it. She switched to Sky and Fire and added Darkness to the mix.

"Take this! Tiro Finale!" Pop took aim and once again held the hose as though it were a rifle.

The Witch and its copies scattered, but one of them wasn't fast enough. Unfortunately, it was a copy, forcing Pop to take aim once more. She never got the chance; the Witch -or was it the copy?- transformed into a giant spear and launched itself at Pop. She had barely enough time to dodge as it was, but the other followed suit. Pop moved quickly, but it wasn't enough; her broom was hit, knocking her off balance and sending her straight down.

Pop remembered her battle with the dessert Witch and quickly used her broom to slow her fall. This time, there would be nothing soft to cushion her fall, and Pop swore she broke her leg again upon impact. Her trying to stand got a massive sting of pain, confirming her fears.

It's okay. I can still use my-

Pop's broom was knocked away by the Witch's spear. It trained the weapon against the red Ojamajo's neck and prepared to skewer her alive. She didn't have time to think; she whipped out the Water tendril and swung, slicing the blade off the pole. She continued waving it around, causing it to slice repeatedly into the Witch's body. It wasn't long before Pop stopped swinging randomly and began swinging in a more methodical way…like she had been when she met Sayaka for the first time.

The Witch screeched in pain with a voice much like Kyoko Sakura's before succumbing to the repeated strikes. Pop somehow knew this was the real one since the barrier started disappearing. Before it was gone completely, she noticed more runes.

"Ya got me. Take care, kid."


The storeroom was the same as the last time she was there. Pop wasn't surprised; it was the same with the indoor swimming pool, and it'll be the same with the other rooms, too. At least, that's what she hoped would be the case.

Pop tried to get up, but her broken leg eliminated any possibility of that. She was stuck. She would never get far with this injury. As the minutes ticked away, she feared that whatever had healed it last was too badly hurt to do it again. The thought caused her to pass out. She had failed.

Pop awoke with a start. To her surprise, her leg was healed. She counted her blessings and decided to return to the hallways until a thought struck her: What about the Grief Seed? She looked around and saw it, perfectly balanced on its needle-like point. She picked it up and pocketed it. She then recalled the other room and realized she had forgotten about that Grief Seed. The red Ojamajo feared what the Shadow Ojamajos might do with them, so she wasted no time in getting back to the swimming pool and grabbing the back gem.

She gave her thanks to whoever healed her again before heading out.

I'm going to have to be more careful from now on, thought Pop, Sooner or later, whoever's healing me won't be able to do it anymore.

After all was said and done, Pop made her way to the final room before the protected door. Its runes hadn't changed either, but the fear of another memory surge was still there. Swallowing hard and accepting the inevitable, Pop reached for the knob and braced herself. The surge washed came upon her like a ton of bricks.


She was there by herself. Alone in the lit train station. Her ideals had been shattered, her dream was gone. What was there for her in this world?

Footsteps could be heard approaching, but they didn't draw her attention. It was Kyoko, but she did nothing to lighten her mood. She sat down, pulled out a can of chips, and began snacking on them. Sayaka replied, but her voice was very clearly laced with despair.

Sayaka uncovered what she held in her hands. It was her Soul Gem, but something was very wrong with it. Darkness was had spread all throughout its area, leaving its natural glow at almost nothing. Kyoko saw it and gasped in shock.

The blue-haired Puella Magi went on a tangent, explaining how her ideals were wrong and how Kyoko's were right. Despair seemed to intensify.

Tears began welling up in Sayaka's eyes. She turned towards Kyoko, causing a couple to fly off; one of them was going to land on her Soul Gem.

The darkness in her Soul Gem was boiling.

The tear landed on the Soul Gem…and everything went to hell.

I've been such a fool!
Look at me!
Tempestoso Affettuoso


Pop screamed in agony as she fell to the floor. Never had she felt so much grief and despair. Never had she experienced so much pain. Never had she seen such suffering.

The red Ojamajo continued to writhing, trying desperately to get the horrible memory out of her head. But the memory refused to budge, lingering with her other surface thoughts and forcing them to the back of her mind.

"SAYAKAAAAAAAAAAAA!"

That scream. It belonged to Kyoko. Somehow, that gave her the strength to fight back and get it out of her head.

That did the trick. Pop slowly stumbled back to her feet. The intensity of that memory wasn't like any of the others before it. Was this how Puella Magi were? Was this the true form of their role? Was this their final collective fate?

Pop wasn't sure.

Reluctantly, she opened the door and entered the barrier…


It was an endless stone hallway. That was all there was to the barrier. Pop tread carefully, not knowing when or where the Witch or her familiars could strike. To her relief, there weren't any alcoves where they could be hiding at.

She quickly noticed that the walls were adorned with posters. Like almost all words in barriers, the messages were printed in runes. Pop glanced at them in, hoping for clues.

Kyosuke Classic Concert
Osaka 3/3 25:25
Tokyo ¾ 25/55

The runes immediately below were in a different style. They seemed like they were made using musical notes.

Con amore

Pop put her hand to her chin in thought. Why was there a reference to love on these posters? Was the Witch holding a concert out of love for someone else? Did these Witches even feel love?

Suddenly, Pop realized the All-in-One wasn't in her hand. Frantically, she looked for other runes. She wanted to see if she somehow read and translated the runes without using the device. To her fortune, she found a few; she looked over them carefully.

Schicksal Hope

Pop's eyes went wide. Somehow, she had gained the ability to read and translate the runes unaided. But that couldn't be right. It shouldn't even be possible. She didn't study them, and even if she wanted to, she couldn't have been able to in the first place. She knew of no Puellae Magi other than Kada nor if they even knew anything about the runes. She did not know of these Witches either. She didn't think they would be interested anyway.

Pop felt it should've been a boon to her. Instead, she felt as though her humanity was slipping away. Was any of this worth it? Was she really fighting for her friends…or herself? Why did she really want to save them? Was it because she had to? Or was it because she wanted them to owe her? Just like Kyosuke when she used her wish to heal his crippled hand-

Pop furiously shook her head. She doesn't know Kyosuke or any Kyosuke for the matter. She never made a wish to heal anyone. She knew she could heal others with her magic, but then it would just transfer the wounds to her. Yet, she saw herself healing her own injuries with her own arguably music themed magic. But it was blue-

Pop slammed her head into the wall.

"Stop it! Stop it! Stop it!" Pop shouted repeatedly, punctuating each shout with another slam. "Stop it! Stop it! STOP IT! STOP IT! STOP IT!"

Finally, Pop broke down and collapsed, allowing the tears to stream out. She had fallen too far. She could not get back up. Trying wasn't an option for fear that she would just fall faster and further.

Some of the posters fell from walls. Pop gave quick glances at them and saw that they had runes on their backs.

Look at me.
Look at me.
Look at me.
Look at me.
Look at me.
Look at me.
Look at me.

Pop averted her eyes. The Witch clearly wanted attention. His attention. But the position of the posters gave another meaning to it all. She didn't want to admit anything, even when it could've saved her from this fate. Once more, Pop burst into tears. The memories she felt. They were from the Witches she had faced and suffered surges from. Or rather, they were from their lives as Puellae Magi.

Puella Magi eventually turn into these monsters and cause suffering for others. Taking it all out on those they used to protect. Then their minions escape to cause more harm, spreading their kind like a plague and causing so much despair and suffering. Their hopes and wishes backfired and their curses and despair were born in their place.

She calmed down, her eyes red from the outburst. She felt around her forehead and looked at her glove.

It had a splotch of blood on it.

Pop knew what she had to do. Even if it was for nothing, even if she would be hated for it, she still had to save her friends, and to do so, she had to get through more of the mansion and take out these Witches. At once, she began trekking down the hallway, intending to defeat this Witch. Intending to set her free from this torment.

It had been a few minutes. Pop stared at the door she had come to. It was red and unimposing, but Pop had a bad feeling about what lay beyond it. Hesitantly, she opened it up and went through.

This new hallway had something like aquariums lining the walls. However, instead of fish, there were memories. Broken and disjoined memories from Sayaka's past. Madoka, Mami, Kyoko, and Homura were there. So were others, including Hitomi, Kyosuke, Sayaka's parents, and a girl in her class that seemed poor. At the same time, music could be heard; it carried a sorrowful tone but was being played loudly and angrily.

Pop continued looking at the memories. Nothing like this was ever present in other barriers, so that meant that this Witch held these close to her heart.

"But why?" Pop asked, "Why is it just you who's-"

Pop heard the sound of a door slamming. She turned and saw the door to the other hall sealed shut. At the same time, the memories blinked out of existence, causing the room to go dark. She got the feeling that she had been spotted and braced herself accordingly. She felt herself being pulled towards the source. As she got closer, the music got louder, until finally, she was in a massive room. The Witch's inner sanctum.

The ceiling was lined with red seats that were upside down. Familiars sat on chairs, arranged into an orchestra and playing nothing but the violin. They all looked human, except for their spectral look. The only one not playing an instrument was the conductor. The music they played sounded as though they had been playing it for an eternity. Musical notes snaked through the air like currents.

In the center was the Witch herself. She was a gigantic mermaid clad in armor, grotesque in appearance. Three hollow eyes stared menacingly at Pop underneath a crown. A pink ribbon could be seen just under her head and a massive sword was held in her hand.

Pop scanned the Witch and read the resultant entries.

OKTAVIA VON SECKENDORFF: The mermaid Witch; it is her nature to fall in love. Looking for the feeling that moved her so long ago, she moves with the entire concert hall. Her fortune only turns under the weight of memories and no longer moves toward the future. Nothing will reach her any longer. She will come to know nothing more. She simply allows no one to disturb her minions' playing.

This is what drives Sayaka now? Pop wondered, Her world was shattered, and this is the remnants of it.

HOLGER: The mermaid Witch's minion, whose duty is to perform. Several of them form a hollow orchestra that continually plays music for the Witch. People who listen to their music for too long will lose their soul. This orchestra exists only for its Witch; to her, the orchestra is everything.

Her entire world. Pop looked down in pity. All Puellae Magi suffer greatly. And their sacrifices are ultimately in vain, forcing more of them to make more sacrifices. Pop shook her head. If I do nothing, then her minions will take my soul. If I attack, then the Witch will make an attempt on my life…and she can't be reasoned with. It's a lose-lose situation, but I can still survive and save this Witch from her despair!

Pop got out her hose and used the Sky blade, adding the Dark energy to give more solidity to it and extend its reach even further.

"I will…I will set you free…Sayaka," Pop said with determination.

A shape like a melting shadow appeared, vanishing just as quickly as it appeared, and then the Witch raised its sword. Immediately, giant spoked wheels appeared in the air. Pop summoned her broom and took flight just as the wheels were sent hurtling in her direction. She deflected the first wave easily enough and went in close for melee.

It became a furious exchange between swords. Pop's extended Sky/Dark blade against Oktavia's giant sword. She put up a good fight, but the Witch proved to be her superior and sent her flying to the ground. The red Ojamajo righted herself in time and quickly dodged another swing. It proved to be an error on her part; in a flash, Pop was knocked to the ground by a stray wheel. She continued getting struck, knocked side to side by the continuous barrage.

Somehow, she regained her footing and began slicing or deflecting the wheels before taking back to the skies and re-engaging the mermaid Witch. Just like last time, the Witch proved herself the superior and knocked Pop back to the ground, stunning her. She then lunged forward, reaching down with her outstretched hand. Pop rolled out of the way but had to drive her sword into the Witch's hand to stop it from grabbing her.

"Is that all you can do?" Pop asked, "Show me some more! Show me your pain!"

The Witch raised both arms. Immediately, a great number of wheels appeared in the air. She pointed her sword at Pop, causing the wheels to hurtle towards her. Pop evaded some of them while slicing through others before once again being struck to the floor. Then, just like that, the Witch swung her blade down with as much power as she could muster. Pop rolled out of the way just in time, but the damage had already been done. The entire floor collapsed and everything in the sanctum –Witch, Pop, and familiars—fell into another sanctum beneath it.

This new sanctum looked just like the one above, but the seats were blue and the lighting was dimmer. There was no music there whatsoever. Pop looked around and saw a figure standing in the distance. He wore a black suit and held a violin. She debated about approaching him, but a closer look revealed that he too was a familiar.

The Witch still towered over her, but it had mellowed out and was no longer attacking furiously. Pop looked at her in pity.

"You want it to end, don't you?" Pop asked. She gripped her blade tightly and added Fire energy to it. "I'm so sorry."

Pop mounted her broom once more and took aim. There was a massive flash…and the Witch was no more.

Several runes appeared.

"Your ideals are yours. Use them well and you will get far."

After Pop read them, the barrier vanished.


The room pop was now in was quite obviously a music room, filled with various instruments. Several had been overturned, as though a severe wind had blown through, but the rest weren't even fazed. The room was fitting, considering the theme of the Witch involved music.

A slow clap coming from behind broke Pop out of her stupor.

"Well done, Light Pop," came the voice of Shadow Onpu, "You actually beat this one? And without any of our help?"

Pop turned around and faced the Shadow. "You wouldn't have even harmed it," she retorted, "Those Witches resist your magic."

"Is that so?" Shadow Onpu smiled. Pop saw the anger behind it. It became even more apparent when the Shadow Ojamajo pulled out her poron and transformed it into her signature weapon: A shield with dark purple spikes. "Funny. I heard I heard of other ways to hurt Witches. Perhaps I should test it out on you?!"

Pop dove out of the way just before Shadow Onpu could launch a blast. Immediately, the piano she stood before had a huge hole blown into it, scattering wood splinters everywhere.

"Hmph! Lucky," Shadow Onpu muttered. She charged up another blast and searched for Pop.

"If it's about Shadow Momoko," Pop began from her hiding spot, "Then I can tell you I regretted my ruthless behavior on the spot."

"Shut up!" Shadow Onpu launched another blast. This time, a drum was blown apart. To her chagrin, Pop wasn't behind it. "You can run, but you can't-!"

Suddenly, Pop sprung from her hiding spot behind the second drum and lashed out with her Water tendril. It struck true and Shadow Onpu's shield was thrown off her arm. The purple Shadow quickly dove to retrieve it.

"My magic is still stronger than yours-!" Shadow Onpu began. She was cut off by Pop again knocking the shield off her arm. This time, it rebounded and ended up behind the red Ojamajo. "Seriously?!"

"You're no match for me," Pop said darkly.

Shadow Onpu retreated to the wall. She smirked when she noticed a small shadow. "This isn't over." Shadow Onpu shot Pop a warning glance as she vanished into the shadow.

"I'm not finished with you yet!" Pop yelled. She fired a blast of Dark energy into the shadow, blowing Shadow Onpu out and onto the floor. Pop switched it to shadow mode and began sucking Shadow Onpu into the Vac-Drive.

"You can't!" Shadow Onpu shouted in horror, "I promised Shadow Momo-chan I'd save her!"

"Too bad." Pop approached the now-fear stricken Shadow, magnifying the suction on her and dragging her in at an accelerating pace. "You and the rest of them had this coming from the beginning. I'm just trying to save my friends!"

"Then we're on the same page! I'm trying to save Shadow Momo-chan because she's my friend!" Shadow Onpu pleaded, "Don't you get it?" Shadow Onpu grabbed one of the heavier shelves and held on tight. "NONE OF US WANTED TO REALLY DO THIS IN THE FIRST PLACE!"

"Then why? Why did you do it anyway?!"

"BLACK QUEEN-SAMA PUT US UP TO IT!" Shadow Onpu was just barely hanging on now. Her grip was beginning to fail. "SHE MADE US DO IT!"

"That's a lie and you know it!" Pop shouted, "If you didn't want to do it this much, then why didn't you leave and go turncoat?!" Pop tightened her grip even more, nearly cracking the hose in the process. "You all wanted to do this! And for that there's no forgiveness!"

At those words, Shadow Onpu's grip failed, pulling her toward the hose at a breakneck pace. Time seemed to slow down for both of them as the moment of truth had arrived. Nothing else happened.

"I'm sorry…Shadow Momo-chan," Shadow Onpu said sadly just before vanishing into the Vac-Drive. Her shield reverted to being a poron moment later.

No sooner did the Shadow fall did a key hit the ground with a loud clang. Pop picked it up along with the Shadow Poron.

"I bet I know where this goes!" Pop said with a mixture of dread and hope.

The rose-haired Ojamajo wasted no time in returning to the locked door. She had little time to ponder Shadow Onpu and found her less sympathetic when compared to Shadow Momoko. In the end, the thought never occurred to her…that Shadow Onpu may have been right. What did occur to her was that the music room was the same room where all the arti-ghosts were eaten by a lone familiar, causing her to realize that this Witch wasn't the original; it was a clone formed from one of its familiars. The same could be said for the others too.


The Shadow Ojamajos sat at their seats around their table. Two chairs were empty.

"So," Shadow Aiko began, "Shadow Onpu-chan and Shadow Momo-chan have fallen?"

"I'm afraid so, Shadow Ai-chan," Shadow Hana replied.

"Oh relax! They're not dead! They're just trapped in a really small bag right about now," Shadow Pop retorted, "Though it's probably for the best; Shadow Momo-chan didn't come back with us and Shadow Onpu-chan went after her alone despite knowing full well what Light Pop could do."

"Can it!" Shadow Aiko shouted, "If you think you can do better, then why not go yourself?!"

"Because she's sooo much tougher than we are," Shadow Hazuki deadpanned, "Seriously, I have to agree somewhat with Shadow Pop." Shadow Hazuki straightened her glasses. "That was pretty stupid on Shadow Onpu-chan's part, even with her signature spiked shield."

"None of that matters," Shadow Doremi spoke up, "Shadow Onpu-chan had the key to that kitchen. So now Light Pop's going to find out what happened to our Light Halves." She then glanced at Shadow Pop and then at the wall behind her. "At least, almost all of our Light Halves…"

"Well, the good news is that Light Pop took those jewels from that chest," Shadow Hazuki pointed out. She then tapped the table and used a spell. In moments, a map of the mansion appeared. It was much like the holo-grid at the Magic Research Center, though it was of a weaker quality. "With those jewels in Light Pop's possession, we can track her with our magic and this map!"

"Except for the barriers those Witches hide in," Shadow Pop deadpanned, "Seriously, Onee-chan?! Why put those things into the plan?!"

"Black Queen-sama wanted something to threaten Majo Kai with," Shadow Doremi replied, "She wanted me to go for overkill and those were the perfect things to use."

"Well, they hide Light Pop from our surveillance," Shadow Aiko retorted, "How fucking brilliant! Allow Light Pop a means of hiding! Next time, let's just GIVE HER A MASTER KEY SO SHE CAN OPEN ANY DOOR AT WILL!" Shadow Aiko fumed angrily at Shadow Doremi. "Idiot!"

"Even though such a key was never made?" Shadow Hazuki deadpanned, "Try again, Shadow Ai-chan."

"Enough!" Shadow Doremi said, "Light Pop is out there and has likely taken back several of the Medallions we stole." Shadow Doremi gave each of them a look of worry. "If you try to fight her, make sure you can gain an advantage. For all of our sakes."

"Agreed," the other Shadow Ojamajos replied.

"Though I'd like for us to wait and see if our 'secret weapons' could beat her first," Shadow Hazuki said sinisterly.

"Great!" Shadow Pop said sarcastically, "I was hoping to double team Light Pop with Shadow Hana-chan next."

All of them sighed. This was getting out of hand. Pop was more determined than they had hoped and had unwittingly brought out the beast in her. That beast was now coming for them, one by one.


Shadow Onpu grumbled. Then again, she would be since she was trapped in a small bag filled with other wraiths. The only thing keeping it from being a nightmare was that fact that Shadow Momoko was there. Her presence made it worse in that the purple-haired Shadow couldn't bear to be in before the yellow-haired Shadow.

"Shadow Onpu-chan?" Shadow Momoko squeaked. Shadow Onpu refused to listen, content with silently mumbling to herself in her failure. "It…It doesn't matter that you didn't save me."

"I failed…I failed…I failed…" Shadow Onpu mumbled quietly, "I failed…I failed…I failed…"

"What matters is that you gave it your all!" Shadow Momoko squeezed past the Snow Dress and a Blue Shaker to get to Shadow Onpu. She winced as the yellow Shadow got closer. "Do…Do…you want to…know what I think of that?"

Shadow Onpu continued to mumble to herself.

"I think…I think you are very brave doing that."

"Eh?" Shadow Onpu grunted, "But I-"

Shadow Momoko shook her head. "Even if you failed, I'm alright. You came to save me anyway. When the others didn't." Shadow Momoko wrapped her arms around Shadow Onpu. "And when I was trapped in Kada's deck, the others told me you were the one who was the most ruthless and dedicated to finding and saving me." Shadow Momoko felt a tear fall onto her arm. "Shadow Onpu-chan…I think I love you…"

Shadow Onpu had no idea what to say. Instead she let her body do as it pleased and embraced Shadow Momoko. It went on for a good several minutes.

"Ok, you can let me go now," Shadow Onpu said sheepishly.

"I would, but I can't," Shadow Momoko replied, "I used up all my free room to get to you."

Indeed. There wasn't enough room left in bag for them to go to. Both of their faces went red with embarrassment.

"As long as none of us are complaining…" Shadow Onpu said.


Pop stood before the door. She was in the dining room and preparing to enter what she thought was the kitchen. She pulled out the key she got from Shadow Onpu and inserted it. A resounding click told her everything she needed to know. She turned the knob and opened the door...


A/N: I can confirm that Pop is getting more than just memories from the memory surges; she is also getting personality traits and skills that the Witches had back when they were Puellae Magi. It also explains why Pop can suddenly read runes now.

The flashback sequences used are actual scenes from the main series. They and Puella Magi Madoka Magica are copyright Studio SHAFT. I removed the dialogue since I cannot use it.