A/N: There are some things in the chapter that weren't planned. Most of it is exposition. That is all. Enjoy.

-Eavesdropping the Shadows-

Pop stood in the foyer. She had just returned to the mansion and had a good idea of where the gold key with the diamond handle went. She looked straight up and saw the chandelier.

Not this time, thought Pop. She carefully went around the bull's-eye underneath and made her way to the door. The chandelier did not fall on top of her this time. As if I was going to fall for that one again…

She opened the door and went into the hall beyond it. To her amazement, the hall was now brightly lit, easing her tension and giving her comfort. She was about to continue when the All-in-One began beeping. Pop answered the transceiver.

"Pop-chan!" Majo Toron's voice crackled over the device, "I have some bad news!"

"What kind?" Pop replied, "If this is-"

"It's worse than you believe." Majo Toron took a deep breath. "Shadow Ruka left the building and said something about Kada fearing a Walpurgisnacht somewhere in Majo Kai."

"Yeah, and?"

"A Walpurgisnacht is a gigantic Witch of immeasurable strength formed by several smaller Witches merging together. One of them alone is enough to devastate Majo Kai and its appearance alone would kill thousands."

Pop couldn't make heads or tails on what Majo Toron was saying. She had faced several Witches already, so why would this one be any different? True, she did have a number of close calls, but she always found a way to beat it in the end. Why should she be so afraid of this one?

"I'm don't think it'll be too much trouble, Majo Toron," Pop replied, "I've beaten everything the Shadow Ojamajos have thrown at me so far, even my own undead friends!"

"But Pop-chan-!"

"Remember what you said about the familiars a while back?"

"I know. But those things are nothing compared to the Witches that spawned them-"

"And I've defeated every single one of them! Why can't you have faith in me just for one Witch that's probably not as powerful as you think it is?"

"Because I've-"

"I'm sorry, Majo Toron, but I'm starting to think you want me to back off again, even after how far I've come. Don't contact me again with any more warnings."

"POP!"

Pop shut off the transceiver just like that. Shaking off the feeling that she made an unwise move, she continued towards the door at the end of the hallway…

"POP! POP! POP!" Majo Toron shouted frantically, "Damn it!"

"I didn't think she would actually do that," Shadow Ruka's voice said from behind Majo Toron, "But with all the stress, it wouldn't surprise me."

Majo Toron turned around. "How long have you been back?"

"Since a few minutes after I left."

Majo Toron shook her head. "As if I didn't have reason to worry before…Now Pop's become overconfident. Cocky. She won't survive a Walpurgisnacht!"

"Funny thing about it…" Shadow Ruka shot Majo Toron a knowing look. "I never told you how Walpurgisnachts form."

Majo Toron sighed. "I guess I have some explaining to do then…"

The web-like barrier pulsed rapidly followed by the thorns vanishing from the door. Pop felt like she could take on anything. And the Witch that still lurked behind this door was no exception. At once, she inserted the key and, after the resounding click, turned the knob. The rush of memories hit hard, but she bore with it and opened the door.

Beyond it was a bizarre landscape that Pop hadn't seen since the first area. Everything looked like a collage and gave the implication of simultaneously being 2D and 3D. Adelberts and another smaller type of familiar fluttered around. In seconds, she was surrounded by the smaller ones. They were faceless other than the thick mustaches and resembled dandelions with butterfly wings at their bases. Their arms held a pair of massive scissors. Pop scanned them.

ANTHONY: The rose-garden Witch's minion. His duty is landscaping. His mustache is set by the Witch.

This Witch really does love mustaches, Pop mentally deadpanned, But the entry said that Adelberts had a smaller version. I'll have to keep watch.

Pop noticed runes above the familiar's heads. She tried to read them.

Das sind mir unbekannte Blumen.
Ja. Sie sind mir auch unbekannt.
Schneiden wir sie ab?
Ja. Schneiden wir sie ab!
Die Rosen schenken wir unsrer Königin.
Und die schlechten Blumen
steigen auf die Guillotine.
Ja. Schneide sie ab!
Ja. Schneide sie heraus!

I can read the runes, but I can't understand German, Pop thought, And the All-in-One only gives bad translations when used on German text! Pop activated the dark energy and used its sword form. No matter. These things are going down!

Pop immediately set about hacking them apart just as they began trying to cut her to pieces. There were dozens of them, but the red Ojamajo knew she could take them. She leapt off one of their heads and blasted them with repeated blasts of fire and darkness, killing several and scattering the rest. Finally, she used the Water energy and sliced the remaining familiars to pieces.

Pop landed on the ground and panted from the brawl. The meter for Dark and Fire had dropped to only a quarter and the Water energy was hanging in at above 80%. She grit her teeth and pressed onwards, deciding to use stealth from now on to conserve energy.

After what seemed like a few minutes, Pop found herself ambushed by two eight more familiars, two of them being Adelberts. The red Ojamajo decided to try out her new Earth energy…only for it to do nothing. It then hit her that it would need actual earth to work, something that didn't truly exist in a barrier.

Pop grit her teeth and decided to slice them with her Water tendril. She was just in time; the familiars were about gang up on and either chop her up or ram their heads into skull. She did it, but not before suffering several cuts and a dislocated right arm.

It was then that she noticed a door. It opened, and Pop found herself being drawn down a long hallway in a manner similar to the barrier of Oktavia's, except the doors further down were wildly different in style. There were also fewer doors to pass through before she found herself in the inner sanctum.

The area was littered with roses, be they arranged into bouquets, simply lying on the ground, or placed in pots or hanging gardens. In the middle of it all was a massive creature that looked like it had sprung up from –or actually sprung the- barrier. It had a long pale stem with feelers underneath and its head was a rose bush that drooped like it was hair.

Pop got the strange feeling that the roses were looking at her. With a cry of pain, she forced her dislocated arm back into position; it still felt like it was going to fall out at any time though.

Ew, Pop thought, That Witch is still disgusting! But I'll beat her easily enough…just like last time! Pop took out the All-in-One and scanned the Witch.

GERTRUD: The rose-garden Witch with a distrustful nature. She holds roses dearer than anything else. She expends all of her power for the sake of beautiful roses. Despite stealing the life-force of humans who wander into her barrier to give to her roses, she loathes the thought of them trampling the inside of her barrier.

She loves roses that much? And I guess that's why she steals everyone's life-force. Pop shuddered, remembering how she aged dramatically when she had to slice a small chunk of her soul off just to keep Momoko from killing her. And that small chunk, some of her life-force with it, was now wandering the mansion and she couldn't let this thing use it for her roses. "It's you and me, Gertrud."

Pop emphasized her point by stamping down onto a small Adelbert, crushing it. The Witch took offense at the act and promptly threw the massive heart-shaped chair it was sitting on at Pop. The red Ojamajo side-stepped the attack and sliced it with her Water tendril, knocking it away. She then saw the witch flying around on its butterfly wings, emitting distorted screams as it tried to line up its attacks.

Pop mounted her broom and gave chase, whipping around her Water tendril in an effort to strike. The Witch was large but surprisingly agile; she was evading her attacks with a grace rarely seen in creatures her size. In frustration, Pop launched a geyser at the Witch, hoping to drench her wings and send her plummeting. She hit, but the Witch proved resilient and remained aloft.

Of course, it's a reality-defying monster, what else should I have expected? Pop mentally berated. Suddenly, a chain of small Adelberts ambushed and surrounded her. In seconds, they had transformed into a vine that wrapped around her; they promptly slammed her into the wall of the sanctum. The Witch then fluttered up to Pop, intending to make her end as painful as possible.

Pop stared at the roses on the ground. "You like roses, do you?" Pop aimed her Vac-Drive at a small cluster. She then shot a fireball at it, setting it ablaze. "It's me or your roses. Take your-"

The Witch didn't wait for Pop to finish. It's rose bush-like head spiked in shock at what Pop did. In moments, the Gertrud had fluttered down, intending to save its roses from destruction.

The red Ojamajo saw her chance and sliced the vine holding her down. She then took aim at the Witch. "I'm sorry, Gertrud," Pop said, "But I had no other choice." She gathered the last of the Dark, Fire, and Sky energy. "Tiro…Finale!"

The Witch looked back at Pop long enough to see the massive ball of fire and darkness rapidly closing in. Not even a moment later, the blast engulfed the Witch, rapidly incinerating and tearing her apart. The last Pop saw of her was an open area under her head; the silhouette of a figure within a red butterfly-shape.

Pop watched as the Witch vanished into the flames and darkness. When the flames died down, a swarm of various butterflies fluttered in all directions, leaving the Witch's Grief Seed in their wake. The barrier faded quickly.

Pop began her descent and grabbed the Grief Seed. She then surveyed the area. It was a courtyard; it had a fairly large area and had several interesting and not-so-interesting objects. There was a fountain and a number of lit lampposts along with a handful of potted plants on short columns. An outhouse sat beside a well and several more lampposts.

"This area is just outside the mansion's walls," Pop said aloud, "What if…What if some of the witch's familiars escaped?"

Pop collapsed to her knees. Majo Kai could already be threatened by familiars by now. She had failed to contain them. This mansion was too small; how could it hold all of these Witches and their familiars?

Another thought struck the red Ojamajo. The canine Witch Uhrmann was also outside the mansion. Could some of her familiars have escaped too? Likely. If Gertrud's familiars could have escaped this easily, then why not Uhrmann's too? In which case, Majo Kai could already be doomed. Their magic was nearly useless against these Witches and they didn't know of any Puellae Magi who would be willing to help hunt down and destroy these things. Kada didn't count, since he may as well be actively against them.

I hope you're proud of yourselves, Shadow Ojamajos, Pop thought angrily, You've just doomed all of us to suffering and quite likely yourselves too! Those things will eventually find a way into your world…and when they do, they'll-!

Pop's thoughts were interrupted by faint voices coming from the well. Intrigued, she went over to it and discovered that the bucket and rope could work as a makeshift elevator. After using a spell –and dropping her magic spheres to three- to restore her Elemental energy meters, she went down the well and quickly found it to be a hidden passage. There was a wall with a small hole in it from which light filtered through. As she approached, the voices got louder; Pop easily discerned who they belonged to: The Shadow Ojamajos…or rather, the five that were left. She peeked through the hole to get a closer look.

The room was more like a cavern, albeit one that had been decorated and arranged like an inner sanctum and a mission control. A bright chandelier hung above a large rectangular table. A closer look revealed that it was a pool table that was currently in use. Shadow Doremi, Shadow Hazuki, and Shadow Pop were sitting around the edges while Shadow Aiko and Shadow Hana played their game. Shadow Aiko seemed to be in the lead.

"Yeah," said Shadow Aiko. She used her pole to strike the cue ball and send it rocketing into a striped ball. No balls went into any of the six holes along the table's edges. "Light Pop's done beat that Witch up there."

Shadow Hana took aim and nailed the cue ball, making it hit a non-striped blue ball. It fell into one of the holes. "How long do you think it'll take for her to get here?"

"As long as she doesn't have the rest of the keys," Shadow Doremi replied. Shadow Hana took another turn and launched the cue ball into a solid purple ball. It hit a solid black ball, causing it to go into a hole. Everyone else snickered. "Eheheh! Hrhrm! As I was saying, Light Pop can't get here without those keys."

"She got two after she captured Shadow Momo-chan," Shadow Hazuki said. Shadow Hana fumed over losing to Shadow Aiko.

"I should've won that round!" Shadow Hana shouted.

"You only lost three rounds, Shadow Hana-chan," Shadow Hazuki deadpanned, "Stop blubbering before you lose another."

"Well, I can see where this is going!" Shadow Pop began. And then, for reasons Pop couldn't explain, her expression softened and then went to sadness. "Aggghhhh, screw this! I'm tired of acting!"

Pop's eyes went wide. Acting?!

"EH?!" Shadow Doremi shouted, "But, Shadow Pop-!"

"I don't care if Black Queen is watching or not!" Shadow Pop shouted, "I can't go on like this! I couldn't keep it all in any longer!"

Shadow Doremi worked her magic. In seconds, the pool table vanished and was replaced by a table similar to the holo-grid. It had seven seats around it but didn't seem as great as the one Majo Toron had, but it still did its job. The five Shadow Ojamajos took their seats, leaving two of them empty. Pop guessed that those belonged to Shadow Onpu and Shadow Momoko.

"Y'know," Shadow Aiko began, "I think it's time we dropped this act too."

"You know we can't do that, Shadow Ai-chan," Shadow Hana replied, "Not that we wouldn't love to anyway."

"Because Black Queen wanting us to do things her way and not let us do it our way definitely wouldn't warrant this!" Shadow Hazuki deadpanned bitterly, "Wow. Long winded for once."

"I don't care! Did you see that smile Light Pop had?!" Shadow Pop yelled, "That wasn't her usual smile! It had a bloodlust to it!" Shadow Pop shook her head furiously, likely in an attempt to shake off the memories. "And you remember how ruthless she was when she took Shadow Momo-chan and Shadow Onpu-chan, don't you?!"

"How can we forget?" Shadow Aiko replied, "Shadow Momo-chan's screams. She was begging for help. Anyone. And Shadow Onpu-chan went against common sense and went alone with just her magic and spiked shield."

"And do you really believe Black Queen-sama cares?" Shadow Doremi asked, "She specifically told us that she wanted all seven of our Light Halves."

"Need I remind you how pissed she was when she found out you were merged with your Light Half during that incident?" Shadow Aiko retorted.

Pop recalled the event like it was yesterday. She recalled how the two of them bickered using the same mouth and had nearly killed one another. After that, they just seemed to mellow out; it was almost impossible to tell what was on their minds. And when they were truly separated, their personalities had suffered several changes…such as Doremi developing a penchant for playing pranks with a zeal comparable to Shadow Doremi's or Shadow Doremi developing a kindness streak similar to Doremi.

"Yeah." Shadow Doremi turned around. "She never forgave me for that…and I don't think she ever will…and that's fine." Pop followed where Shadow Doremi's gaze went, but her vision was blocked by a pillar. "Y-know, I'm actually tempted to let Light Doremi go and fill her in on the plan just to insult Black Queen-sama. Oh well."

Pop blinked in surprise. Let Onee-chan go? As in turn her back? Pop shook her head. Her marker never vanished from the map, so she couldn't have been turned into a ghost. Then remembered: This room had a similar shape to the room where Doremi was last in. To that end, the red Ojamajo shifted herself as quietly as possible to get a better view of what Shadow Doremi was looking at. It was going to take a while, so she decided to keep listening in.

"Black Queen-sama always did say Skaj was a bad influence on you," Shadow Aiko remarked, "Personally, I couldn't agree more."

"But I-!" Shadow Doremi stuttered.

"You tore down half the Castle with one move and began showing much more disrespect ever since you first met him," Shadow Hazuki explained.

"Speaking of Black Queen-sama," Shadow Hana interjected, "She has been a bit paranoid lately."

"Wouldn't surprise me," Shadow Pop replied, "Shadow Tourbillon is loose. Been that way for a long time already. And we all know how a battle between her and Black Queen-sama would turn out."

All five of them sunk at the thought. Pop only had an idea of how powerful she was. Majo Tourbillon was the most powerful witch to ever walk Majo Kai, and since Shadow Tourbillon was, as her name implied, her Shadow, it would make sense that she was even stronger than that. Of course Black Queen would be paranoid. With someone that powerful out and about and in league with a dangerous enemy, who wouldn't? All it would take is for either Kada to give the order or for Black Queen to give her a reason, and Shadow Tourbillon would come in and kill them outright and with no second thoughts.

"I still say Black Queen-sama should've let us carry out this plan the way we envisioned," Shadow Hazuki argued, "If that would've happened, then we would have-"

"We tried to go against that, Shadow Hazuki-chan," Shadow Aiko replied, "We even thought about secretly guiding and helping her to foil the plot!"

"I was even prepared to trip and fall just to give Light Pop the distraction she needed to escape," Shadow Pop pouted, "But then she-she-!"

"Because turning her friends into evil ghosts and filling this mansion with monsters that could easily wipe out Majo Kai certainly wouldn't have provoked her into becoming ruthless," Shadow Hazuki deadpanned.

"Well, Shadow Momo-chan wasn't the least bit interested in acting," Shadow Hana added, "And when she was captured like that, well, Shadow Onpu-chan lost all drive to aid her and decided to kill her right then and there." Shadow Hana laid her head onto the table. "I feel so guilty about Light Hana-chan…"

The other four Shadow Ojamajos turned toward the white Shadow. Finally, Shadow Aiko spoke up. "Is this how it feels to have a heart grown? To feel pain and pity for others?"

"A long time ago, there was a time where we would've been more than happy to do these horrible acts to our Light Halves," Shadow Doremi explained, "And then…something happened between Light Hana and Shadow Hana-chan and…she just changed."

"We were forced to share hardships with our own Light Halves," Shadow Pop added, "And during mine and Light Pop's time together, we nearly got imprisoned by Light Isabelle. And Light Pop never demonstrated that kind of ruthlessness. Ever." Shadow Pop turned and looked at what Shadow Doremi was looking at earlier. "Light Doremi. What's happening to my Light Half?"

"Something that would either make Black Queen-sama smirk or piss her off," Shadow Aiko retorted.

"Or something that would make our Light Halves more wary around her," Shadow Hazuki added.

All five of them sunk again.

"We really have grown hearts, haven't we?" Shadow Aiko asked.

"I believe so," Shadow Pop replied, "Especially Shadow Hana-chan and Onee-chan."

"I'll admit, I started off hating her for being such a happy-go-lucky idiot," Shadow Hana began, "But after that time…well, I, uh, you get the picture. A-anyway, Light Hana-chan and I found comfort then and the rest is history. I ended up becoming like a friend to her. Still and enemy, but a friend too! A frenemy!"

"I believe the better term is 'friendly enemy'," Shadow Doremi retorted.

"And it only intensified," Shadow Hana continued, "To the point where I feel so much guilt about doing this to her…"

At that moment, Pop finally got into position and saw what Shadow Doremi was looking at. What she found made her gasp in horror. On the far wall was a portrait, but it wasn't like any normal one she had ever seen. She could tell from a glance that this one was made by magic. Shadow magic. And it depicted Doremi. She was sitting on the ground, depressed.

It was very clear now. Doremi had been transformed into a portrait in much the same way Aiko and Momoko were. But unlike them, Doremi wasn't a ghost at the time.

Fearing that she may have been detected, Pop wasted no time in leaving the well. Next thing she knew, she was back in the courtyard, panting from the rush to escape. Once it subsided, she collapsed to her knees and tried to process what she overheard.

She got nothing other than Doremi's fate.

With that in mind, she called up Majo Toron and told her what she found out. It took a while –and some apologizing for showing such arrogance- but Pop got the message through. At the same time, Majo Toron gave a second warning about Walpurgisnacht and told her that the sheer number of Witches in the mansion could very well allow for one to form and blow it apart. Pop took it to heart and bid farewell before closing the All-in-One's transceiver.

As Pop continued pondering about what to do next, she felt her trust for others start to wane. She didn't know how or why, but it just was. It was as though she was losing parts of herself to these foreign memories that were now flitting through her mind and altering her personality. She felt like a mentor, an ally of justice, and a cynical loner at the same time. It was equal parts confusing and terrifying.

Who was she? Why was she doing this? Why did she set this goal? And why is she so bent on attaining it?

These questions continued popping into Pop's mind with unrelenting fury. She knew the answers and acting accordingly, but they kept coming. They harassed her relentlessly, despite her constantly answering them, remind herself of why she was here. In the end, they took their toll on her, causing her to collapse from the mental exhaustion.

A/N: I had to rush this chapter. I am sorry about this.