I won't lie, guys, this is highly experimental out of me. I'm not used to writing this long, and sometimes I feel like the chapters don't accomplish everything I want them to. But then I remember there are always more chapters down the road, so...well. I just hope it works.

Yes, this was a fast update. No, I don't have machine guns for fingers. I've pre-written a lot of these chapters already, its just a matter of being a paranoid crazy-fool about plotholes and beta reading and the like. I'm really not used to this kind of long chapter writing, so I want to make sure I'm doing it right.

Anyways, shutting up. Let's get to it.

Chapter 2

The Witch And the Girl

Despite the desperate conditions she found herself in, Akemi Homura couldn't help but smirk at her current situation.

Casually freezing time, she took aim at the mob of mindless familiars charging her, emptying the fifteen-round magazine of her Beretta 9mm; a bullet hovered an inch from each familiar's head. The moment the slide locked back, she dropped the magazine and fluidly pulled a fresh one from her shield, sliding it in effortlessly. Lifting the gun up once more, she emptied a second, then a third magazine into the horde, each bullet trained exactly on the familiars' grotesque heads.

Resuming time, she watched impassively as each monstrosity, once charging maniacally towards her, slumped to the floor at the same time, a fair-sized hole in each of their heads.

Homura knew where she was. She had only experienced this two times to date in five different timelines; every time with the exact same outcome: She would enter the barrier of the witch form of Sayaka Miki, plow her way through a torrent of familiars, encounter Kyouko, and finally...

Homura shook her head. She'd get to that part when it came.

Reloading her Beretta, she stored it back into her shield and drew from it a SPAS-10 shotgun. Flipping the weapon over, she confirmed the presence of the new incendiary rounds she recently pilfered from a nearby Yakuza storehouse. The fiery rounds would tear through familiars like a hot knife to butter.

Pumping the shotgun once, she charged headlong into the next incoming wave of familiars.

Kyouko hurt.

Actually, hurt was an understatement. Kyouko hurt like hell.

Grumbling to herself, she tried to discern the roof of the train station, wiping at her eyes to get rid of the hallucinations above her.

When the images did not clear, Kyouko had a look of confusion on her face. "Okay, just what in Sam Hill hit me...?"

Slowly raising herself into a sitting position, Kyouko checked her limbs to make sure nothing was broken in the fall. The torrents of wind from the witch transformation were taxing enou-

'Witch transformation!'

Transforming into her outfit quickly, Kyouko summoned a spear to her hand, barely parrying the massive Fate Wheel hurtling towards her. Rolling to her left, another two screamed by, spitting wooden splinters as they tumbled out of sight.

Finally able to get a good view of her surroundings, Kyoto noticed the familiar grotesque-foundations of the witch's barrier. Around her, distorted railroad tracks and musical notes flew in random directions, connecting to the edges of the warped barrier. Checkerboard backgrounds and random images of string instruments few around as well, creating a resounding cacophony.

All of this Kyouko had either expected within a witches barrier, or had seen before. What didn't seem right, however, was the human-like body falling from the sky...

'Sayaka!'

Without pausing for a breath, Kyouko took off, stuttering her steps as she jerked left and right, narrowly dodging the Fate Wheels hurled in her direction. Though the projectiles were perfectly aimed and on target, a simple step in either direction rendered them harmless.

Bashing away yet another spinning projectile, Kyouko skidded to a halt and forced down a yelp as she came face to face with a distorted crayon-esque drawing of a girl. The familiar wore a uniform Kyouko vaguely recognized as one similar to Madoka's and Sayaka's. The girl herself, on the other hand, was far from human, emitting a high pitched, bone jarring screech.

The familiar charged, a viola swinging wildly about as she plowed her way forward.

Kyouko stepped back, waited for the beast to swing, and ducked low, sweeping the 'feet' out from under the monstrosity. Continuing with her momentum, she brought her spear about, tearing the creature in two, pieces of 'flesh' falling and disintegrating on the floor.

Wheeling around, Kyouko diverted all her magic to her feet, enhancing her jump tenfold. Leaping high into the air, she dissolved her spear and caught Sayaka's body in her arms...

And came face to face with the grotesque form of a Witch.

Covered by an Armet Helmet with a billowing cape behind it, the Witch let out a shrill scream, rattling Kyouko's eardrums and causing her to wince painfully. As she fell, Kyouko caught a glimpse of a red ribbon, which supported a single Grief Seed at the base of the witches , the insides tinged with navy blue.

"What the hell? What have, you done with Sayaka?" Kyouko shouted aloud. Landing on the floor, she spun on her heel and began running directly away from the witch.

'Screw that thing for now, I need to get Sayaka out of here.'

The Witch seemed to be against this course of action, however, as more wheels and girlish-familiars were sent towards the Magical Girl.

Kyouko did her best to dodge the projectiles, but with the added weight of the body on her back, it was becoming increasingly difficult to sidestep the wheels. One grazed her left side, sending her into a tumble that nearly broke Sayaka's neck.

'Shit...gotta be more careful.' Kyouko pulled herself up to her feet, hoisted Sayaka back over her shoulder...

Kyouko's jaw went slack.

Three wheels, each coming from a separate angle, plowed towards her at terrifying speeds. Behind her, more of the grotesque girls had formed up, boxing her in.

They had her.

Kyouko watched as the wheels got closer and closer. 'Hell...it was a good try anyways...dammit. I really could use a Pocky stick right about now...'

Time seemed to slow as Kyouko accepted the inevitable impact. Though it may not kill her outright, the impact would crush several bones and leave her immobile, allowing more wheels to finish the job.

Smiling slightly, Kyouko closed her eyes and covered Sayaka's body with her own, waited for the projectiles to do their job.

Madoka awoke with a start. At first, she wondered why the air in her room seemed so cold, why her blanket and multitude of stuffed animals were gone, and why the entire roof seemed to be missing.

Shifting around, she managed to sit up and get her bearings. The moon shone high in the night sky, and the city park surrounding her was empty of all life, save her.

Madoka winced as a slight pain in the side of her temple began to throb. Sleeping on a park bench was not a comfortable experience, especially when the metal railing was one's only means of a pillow. 'Mama is going to kill me...'

Shaking her head slightly to clear her disorientation, Madoka felt the memories of the past few days rush back towards her like a tidal wave. Sayaka's disappearance, not arriving at her apartment, the subsequent mad search for her all came back in an instant. Madoka sighed; she knew her actions were probably rash and unreasonable, and would probably get her a thorough scolding from her mother and father in due time.

But what did it matter? Sayaka was still missing.

Slowly getting to her feet, Madoka began walking through the park, lacking the energy and adrenaline she had used to charge through the streets not hours before. Allowing her legs to get used to walking again was her first priority, then she would-

"Hello?"

Madoka stopped. Another figure, dressed in what looked like a school uniform, was in the park as well. Her hair hung just to her upper chest, and she walked with a slow, deliberate pace. Madoka couldn't discern her hair color, but she assumed the girl to be from her school. "W-who's there?"

"Ah...I'm sorry." the figure stepped into the dim moonlight, revealing her middle school uniform and olive-colored hair. "Madoka? What are you doing out here?"

It took a moment for Madoka to realize who was talking to her. "Hitomi? I could ask the same of you!"

Hitomi glanced around. "I needed some fresh air. It's been a hectic week, with everything going on."

Madoka merely nodded. The two began walking through the park, passing large oak trees and hanging vines scattered around the edges of the playground equipment. Despite being in the center of the city, much of the local fauna were preserved and well-kept, making for a pleasant stroll. In silence the pair meandered, taking a slow, unhurried pace.

Though Madoka couldn't see it, Hitomi was slowly starting to fidget at the silence that came over the pair.

"Madoka, have you heard from Sayaka at all?"

Madoka froze. "N-No...I haven't heard anything at all."

She could barely believe her own words.

"I see. I'm...really worried about her."

"Yeah, me too."

The two continued to walk, exiting the park and making their way along the city streets.

Hitomi once again broke the tense silence. "You're looking for her, aren't you?"

Madoka, no longer trusting her voice, merely nodded.

Hitomi saw this, and smiled briefly. "She deserves you, you know."

Madoka glanced at Hitomi, unsure as to where she was going..

"I hurt her, Madoka. By taking Kyouske, I hurt her badly. I'm beginning to wonder if it was me that caused all of this..."

Madoka couldn't reply. She didn't know how.

"She loved Kyouske. And I stole him away when I had no right. She knew him longer, right? She deserved the chance..." Hitomi began to tremble. "I made her run, Madoka...I may have killed her! What kind of friend am I, forcing her into something like that?"

Sobbing, she dropped to her knees. "I'm...I'm no better than a monster!"

Madoka stood by, watching her friend crumble under the weight of her burdens. Kneeling down next to Hitomi, she placed a hand on her shoulder, trying to comfort her in any way she could.

Inside her mind, however, Madoka was torn. Part of her wanted to tell Hitomi what happened, and part of her wanted to keep it a secret.

She decided to compromise. Hitomi could know a little.

"Hitomi...I know what's going on with Sayaka."

Hitomi looked up, shocked. "Wh-what? How do you-"

"But I can't say how or why I know." Madoka cut her off immediately. "I know you're not going to accept that answer, but I doubt you'll believe me. Sayaka went through a lot, though, and it was not all because of you."

"But...some of it was?" Hitomi looked up, her eyes glazed with horror.

Madoka sighed. "I don't know. Maybe, maybe not." Her lower lip trembled a bit. "But...I know some of it was because of me. So even if it was just the two of us...you're not alone, Hitomi. I share blame as well."

Hitomi did the last thing Madoka expected: she laughed.

"Hitomi?" Madoka looked at her friend, puzzled.

"You can't hurt anyone, Madoka. That's impossible." Hitomi wiped at her eyes, trying to clear the tears from her vision. "You're way too kind, way too selfless, and way too forgiving to even harm those that hate you."

Madoka flushed red. "St-stop that..."

"It's true." Hitomi smiled; a weak one at best, but it was a smile. "You're amazing, Madoka. And I know Sayaka would never hate you."

She looked down again. "I wish I could say the same for me, though..."

Madoka nodded. "I just hope she can forgive us, for what we did..."

"Forgiveness?" Hitomi chuckled bitterly. "And after what I just did to her, I have no right to even seek forgiveness..."

The two once again lapsed into silence. Hitomi rose to her feet, and the two slowly made their way to the city's edge. Tall skyscrapers and once-bustling business districts were now at their backs as they reached their destination. The suburban neighborhoods in the area had all been demolished due to foreclosures and high amounts of gang activity. In their place, a central hub or the city's railway station was built, in order to give the barren land some form of use.

Hitomi stopped at the edge of the tracks, fidgeting slightly. This time, Madoka noticed.

"You need to leave, don't you?"

"I'm sorry..." Hitomi looked up to lock gazes with Madoka. "But my parents don't know I'm out here. If they knew, they would probably kill me."

Madoka nodded. "Okay then. Well...I'll see you around, Hitomi."

Madoka turned to leave, only to feel Hitomi's hand grab her shoulder and pull her into a firm embrace. "Hitomi!"

"Madoka." Hitomi's voice cracked. "Find Sayaka. Save her. I know she'll trust you. Forbidden love or not... She needs you."

"Hitomi..." Flushing beet red at 'forbidden love,' Madoka tentatively returned the embrace. "I'll do what I can, Hitomi. I swear, I'll try my hardest."

Releasing Madoka from the embrace, Hitomi paused to wipe at her eyes. "I know you will, Madoka. I know you will."

Giving a curt nod, she began walking back towards the city, disappearing amongst the bright urban lights.

Madoka, now alone, decided to avoid heading home for the night. Her mother was probably already worried sick; what were a few more hours outside? She could probably find an excuse for her absence.

Glancing down, she saw the railroad tracks, leading off to the north towards the nearby station. The lights around the station were flickering slightly; Madoka noticed a slight ripple in the air there...

"Why not? May as well go check it out."

Hopping onto the rail, she began her trek towards the station, balancing herself on the thin track.

"Heh... A one track mind..."

Following the tracks, she began to walk.

The room was not a room, but was a place all the same. Black as the darkest night, void of mirth and warmth, it embraced those trapped inside in chains of grief, breaking hearts and corrupting innocent souls. Black blankets of darkness whipped amongst the hurricane winds, with no trace of the stars beyond.

She awoke, and immediately regretted it.

The swirling darkness dove in full force, the single spotlight illuminating the young girl vanishing as the torrent washed over her.

She felt so cold.

The blankets of darkness were whips of torture, tearing at her flesh; though the pain was real, the flesh was not. Damage was null, but pain was forever.

She tried to scream, but the shadows would not let her.

She tried to cry, but had no tears to shed.

She had no physical body to shed them.

As the shadows turned light to dark, as grief and despair became one with the entity within... the spiritual image of Sayaka Miki trembled, unable to do anything but watch, and suffer in the shadows.

Alone.

'Just what the hell is taking those damn things so long?'

Kyouko opened her eyes, curiosity overtaking her acceptance of death for a brief moment. She felt the enormous heat overtake her, just for a moment...

'Wait a second, wheels don't give off heat...'

Looking around, she noticed the wheels hurtling towards her had been demolished and burned with what looked like traces of incendiary rounds. Burned wood lay scattered about, remnants of the wheels still flickering with flame.

Seeing no more threats in the immediate vicinity, Kyouko picked up her charge and scanned the room, turning to move for the exit once more...

Only to slam into a dark-haired girl at full steam ahead.

Reeling back, she barely managed to summon her spear, readying herself in a defensive position.

The figure brushed a strand of hair from the side of her face, lowering her shotgun. "Not a very good thank you, y'know..."

"Homura!" Kyouko snarled. "About damn time you showed up!"

"I had business to take care of. Familiars don't burn themselves, you know."

"Then kill em' faster next time." Kyouko walked past the girl, making for the exit once more.

Homura looked on impassively. "You can drop the waste, you know."

"Huh?"

"Sayaka's body. It's useless. Leave it here."

Kyouko turned, eyes ablaze. "What?"

Homura didn't flinch in the slightest. "She's gone. Lost to the void. Nothing can save her now, Kyouko. So get rid of that corpse, and we can leave faster."

Kyouko snarled, dissolving her spear and using the now-free hand to grasp Homura by the neck. "Just who the fuck do you think you are! You call yourself human?"

"Of course not. Neither are you."

Kyouko paused a moment, then locked her gaze with Homura's. "I'm not human, sure. But I still know what despair is. Now tell me, Homura, how do you think Madoka will react when we say, 'Oh, we left her waste of a corpse in that godforsaken barrier?' Convenience?"

Homura flinched inwardly: she didn't think about that.

Setting Homura down, Kyouko shifted Sayaka's body on her shoulder and motioned towards the exit, beginning to walk.

"I don't care if there's a way to save her or not. But I'm at least going to give Madoka closure. She deserves that much."

Homura remained silent, grabbing Kyouko's free hand and stopping time to ensure a safe journey out.

Slowly, the barrier began to recede, as the fabric of reality began to wind itself back together. Mental images and distorted colors reformed into the proper landscape, and the train station began to come into view.

Setting Sayaka on her other shoulder, Kyouko turned to Homura. "I know where Madoka lives. It's still dark, so we're not too suspicious right now. We need to let her know what happened."

Homura nodded. "Fine. Her house is to the south. Follow the tracks, then turn at the financial district."

"You're coming with me, you know?"

"Yes...yes. I know."

Without bothering to wait, Kyouko began walking once more. "Then hurry your ass up already."

Madoka continued her trek towards the train station, hopping the wooden rails between the tracks with practiced ease. Just as she neared the station, however, she heard voices coming from one of the platforms.

Ducking behind a pillar, she peeked out, curious as to who would be here this late at night...

Madoka's heart stopped.

Slowly, she inched her way around the pillar and began advancing on the pair of shadows at the train stop.

"Homura? Get your ass moving already!"

"Kyouko." Homura's voice had a tinge of urgency. "Set Sayaka down."

"What the hell are you talking about? We have to get to-"

Kyouko's words died in her throat as she heard footsteps approach her from the tracks. Seeing as Homura was the only person next to her, and that the sob the figure emanated was similar to that of a girl she had comforted not two nights ago...

'Shit.'

Turning around carefully, Kyouko gently lay Sayaka down on the floor of the station, folding her hands over her chest. When she stood up again, Madoka was in front of her, grasping Homura's shoulders, begging to know what was going on.

Kyouko cleared her throat, ready to break the news to the poor girl-

"She's gone."

"Homura!" Kyouko looked ready to slaughter the time-traveler, while Madoka gained a look of sheer terror at the harsh words.

Stumbling back, Madoka tried to regain her footing. "No...That's impossible..."

"It happened." Homura continued on, unfazed. "Sayaka's Soul Gem transformed into a Grief Seed. And now that body is all that remains of her human existence."

"Wh-what?" Madoka looked horrified; tears were already flowing down her face.

Looking down, Homura's eyes bored into Madoka's, the younger girl flinching at the withering stare. "Do you see now? This is what it means to be a Magi-"

"Oh shut the fuck up, Homura!" Kyouko finally chose to speak up, stopping Homura's tirade in is tracks. "Madoka does not need your fucking informational speech right now!" Grabbing Homura by the collar, she continued. "I don't give a shit if you don't have emotion anymore, but Madoka does! She just lost someone she loves! I don't see you grieving right now, so either start the waterworks, or show some damn respect before I run you through!"

Panting slightly from the sudden adrenaline rush, Kyouko dropped Homura ungracefully, letting her topple to the floor. Looking back, she saw Madoka, sobbing herself hoarse in Sayaka's arms, as if she was trying to will the girl back to life. Faintly, she could hear Madoka mumbling something to her, but it was indescribable.

Kneeling down next to the two, Kyouko spoke in as gentle a voice as she could. "Madoka, we're going to get spotted out here at this rate. Let's go back to the city, I can get us a hotel room. We'll figure out what to do from there."

Madoka nodded into Sayaka's chest, unwilling to part from her deceased friend for a single moment.

Frowning, Kyouko held out her Soul Gem, focusing her magical will into Sayaka. Her crystal responded instantly; Sayaka's body glowed faintly, before returning to its normal color.

This time, Madoka looked up, her eyes puffy and streaked with tears. "What...what did you do?"

"Relax, kiddo." Kyouko smiled slightly. "I warmed her body up a bit. She's technically..."

Kyouko paused. No going back now.

"She's technically dead, Madoka."

Seeing the girls' eyes water once more, Kyouko continued immediately.

"It's not as if we can't save her, though! That's why I did that, if we do save her she'll return to her body, right?"

"I...I guess so."

Kyouko grinned. "That's the spirit. Now let's go, we need to get to the hotel before dawn."

Gently prying Madoka off, Kyoto hefted Sayaka's body onto her shoulder once more. Madoka moved next to her, one arm wrapped around Kyouko's waist, the other gripping Sayaka's hand like her life depended on it.

Kyouko chuckled at the tender moment. "Let's get going, kiddo." She turned to Homura, who remained silent for the entire duration. Kyouko's eyes blazed slightly.

"You, follow us. I may hate your damn guts right now, but we may still need you."

Homura nodded, and without another word, fell into step behind the pair.

'Why is Madoka so attached to Sayaka this time around?' Homura thought, slowing her steps to get some more distance from the two girls. 'I haven't seen much confidence out of her either. What caused this change from the other timelines...?"

Pushing aside her thoughts for the moment, Homura caught up to the pair trekking to the hotel.

She learned many things, imprisoned by the shadows. How to scream without a mouth. How to sob without eyes, nor tears to streak down pale faces. How to feel pain without a body to writhe with.

She was used to it by now. But it didn't stop the next memory, the next wave of heart-wrenching grief that tore into her spirit with the fury of a thousand blades.

Memories passed, one after another. Sayaka watched in a haze, unable to stop the tide of memories. Thoughts of her and Kyousuke, walking down the sunny beach, flashed into her head...

She screamed as the memory was ripped away from her, felt the sting on her cheek as the boy she loved slapped her, called her a traitor, accused her of humiliating him...

She knew her memories were tampered with. She knew about the happy moments in her life. But she couldn't bear to accept them.

A trill of fear shook the room as Sayaka witnessed the next memory: Madoka lay on the floor of the train station, begging Sayaka to stop risking her life, to start using the Grief Seeds, to save herself...

She could only watch herself verbally tear apart the young girl, piece by piece.

But as the tears of Madoka Kaname flowed and Sayaka ran into the rainy night, she saw no malice amongst the eyes. No anger, no hate. Just the worry of a friend.

The shadows, displeased with the sudden tinge of optimism from its charge, sent a surge of grief through the trapped soul, causing her to scream in agony.

As she succumbed to the darkness once more, the free mind of Sayaka Miki latched onto the one word that tinged the darkened world with the faintest of hope.

"Madoka..."

Chapter End.