I think i'm starting to see the difference between wordy dialogue vs. concise action. Whether I'm putting it into play is another story; I guess I'll see in the future chapters.

Per usual, hopefully you somewhat enjoy.

Chapter 3

The Best Laid Plans

The hotel room was, for lack of a better word, in shambles.

Consisting of nothing but a bed, a bathroom, and a sink, the room was covered in rust and grime, clearly not managed by the hotel staff. The bed itself was washed recently, but everyone inside the room merely took that as a stroke of pure luck. Outside, street traffic was constantly whizzing by, the close proximity to the motorway casting continuous noise around the room, shaking the foundation whenever a large truck passed by.

Despite all of its shortcomings, however, it was cheap, and Kyouko knew the manager wouldn't ask any questions during their stay.

She was a regular, after all.

Making her way to the bed, Kyouko gently shifted Madoka's sleeping form away from Sayaka, holding out her Soul Gem. Focusing her magical will into Sayaka's body, her Soul Gem began glowing as her life energy was transferred into the body. Slowly, the color began to return to the deceased girl's face as her body began to warm. Kyouko's Soul Gem, once a bright red, began shining a dull maroon, fading from the extensive magical use.

Madoka, due to the shift in position, began fretting about in her sleep, mumbling incoherently and grasping at the air for something she could not reach. Gently grabbing the girl's hand, Kyouko moved it to Sayaka's, manually interlacing their fingers. The moment Madoka's hand was firmly secured, she settled into a more relaxed sleep, a small smile adorning her lips.

Smiling slightly at the two, Kyouko turned around to the other girl in the hotel: the one currently concealed by the blinds covering the window. Given her position, Kyouko could have sworn the girl was staring at Madoka, her posture rigid and stiff.

Kyouko brushed off the odd action. This was Homura, after all, she was the epitome of weird as it was.

Twirling a strand of red hair, she focused her attention on the girl in the shadows. "So, Homura. What do you plan to do?"

Homura remained silent, turning her attention to Kyouko.

Kyouko snorted. "Personally? I'm saving Sayaka. For Madoka's sake, as much as anyone else." Reaching for a stick of Pocky, she stuck it in her mouth, allowing it to hang like the end of a cigarette. "So I guess my question is, are you gonna help me or not?"

"I still don't know." Homura remained as stoic as ever. "You do realize saving Sayaka is nearly impossible, right? We don't even know how to go about it."

Kyouko merely shrugged. "Can't know until we try. And I'm not gonna give up."

"Explain."

Kyouko stared at the girl. "The hell do ya mean?"

Homura's eye twitched a bit. "Explain. If you're that determined to save Sayaka, surely you have some semblance of an idea.."

"Err..." Kyouko stiffened, scratching the back of her head. "I haven't gotten that far yet."

"Figures."

"Not like you're doing anything to help!"

Homura glared icily at Kyouko. "Because the chances of saving her are extremely slim. We should focus on Walpu-"

Her thoughts were interrupted as a sound came from the bed next to her. The two girls turned to see Madoka, the slightest twitch in her eyes accompanying the closest thing she could do to a scowl. Her hand was still latched tightly to Sayaka's, gently caressing and squeezing it.

"What was that, Madoka?" Homura quickly reformed her emotional mask, unsure of what the pink-haired girl said.

Clearing her throat, Madoka gently released Sayaka's hand and gave her a slight glance before standing up, facing Homura directly. "Sayaka is not a lost cause!"

"Sayaka Miki is no longer human. She is a witch now, whose goal is solely to bring grief and despair. We cannot change these things." Homura stared at the girl, daring her to challenge her logic.

"I want to try and save her." Madoka locked her gaze with Homura's and held it. "I want to bring her back. I don't care how, I don't know how, but I want to try."

"This is ridiculous, Madoka. Think of what you'll lose if you try that. What if it doesn't work?"

"What if it does? If we don't try, we lose Sayaka for good."

"She's already gone!"

Madoka's eyes flared, if only for a moment. "No she is not. She's a witch now. But she can be brought back!"

Her voiced lowered. "That's what I believe, at least."

"That logic is going to get you nowhere-"

"We never asked for your help, Homura-san." Kyouko's voice turned slightly icy. "If you don't want to help us, then get out of here."

Homura flinched, surprised at the tone both girls were using. Breaking her gaze away, she began to contemplate her decision. Sayaka had died in every timeline Homura had visited, but there was never any chance at saving her beforehand. She knew she couldn't reveal this to everyone in the room; who would believe her? Homura knew the only way to free a witch was to kill it.

Madoka's behavior was confusing her as well. In all of the past timelines, she had never been this close to Sayaka after her transformation. Though Madoka had never abandoned the girl, the amount of affection she was showing was definitely out of place. 'I wonder what's causing that...'

Kyouko spoke up, breaking Homura out of her though process. "It's probably hard for a stuck up bitch like you Homura, but try putting yourself in Madoka's shoes." Kyouko said. "What if you were trying to save your best friend? Someone who just died, when you could do nothing to stop it? Would you abandon her? Just leave her to her fate?

"Or would you do anything you could to save her?"

"That's what I'm trying to do!" Homura nearly shouted these words, but held her tongue at the last minute. Her eyes widened in a sudden realization. In every timeline, Madoka also died, no matter what she did...

She felt her mask crack a bit; what was she thinking? Homura realized that Madoka was going through exactly what she felt. Only this time it was Sayaka's life on the line, instead of her own.

'Wait a sec, is she...' Homura dismissed the though as quickly as it came. Madoka wasn't in love with Sayaka...was she?

"Perhaps I'm looking at this the wrong way..." Homura finally locked her eyes with Madoka once again, traces of determination in her eyes. "I will help. I will not disclose my reasons, but your will have my cooperation."

Madoka smiled; the same gentle smile that Homura knew all along. "Thank you, Homura."

Kyouko grinned wolfishly. "Alright, about damn time you made up your mind! So what's the plan?"

Homura spoke up once again, a strategy already playing out in her mind. "I suggest we find Kyuubey first. Since he knows the most about this system, he's our best bet for information. We still don't have enough, wouldn't you say?"

Kyouko nodded. "Fine. I'll stay here and watch over Sayaka. I've got two Grief Seeds with me, so I can use those to keep my magic up while keeping her body warm. You and Madoka go out and find the little runt and get some damn answers. Just do me a favor and shoot him a few times for me."

Homura managed a tiny smile, the image of a bullet-riddled Kyubey looking ever so wonderful in her mind. "Done."

Motioning for Madoka to follow, Homura spun on her heel and exited the hotel room without hesitation, the door squeaking on its hinges behind her.

Madoka silently turned, grasping Sayaka's hand in hers, savoring the warm, life-like feel of her hand for just a moment.

Kyouko smiled gently, placing a hand on the girl's shoulder. "I'll keep her safe, Madoka. Nothing will happen to her while I'm here."

"Thank you, Kyouko."

Madoka released Sayaka's hand, gently laying it back next to her. She turned to the door, but paused and looked back. "Kyouko?"

"Hm?"

"Do you...do you trust Homura?"

Kyouko nearly spit out her pocky stick in her laughter. "Nope. I can tell that she's not going to betray us, but...she's not doing this to save Sayaka, that's for sure."

Madoka tilted her head in confusion. "What do you mean?"

"It's hard to say. I doubt she'll kill Sayaka outright, but she has her own personal goals for this. What they are...I have no idea." Biting off half the pocky, Kyouko paused to chew before continuing. "It's not her style to team up with people. The only other instance we're working together is for Walpurgisnacht..."

Seeing Madoka's blank stare, Kyouko tapped her forehead.

"Right, you don't know what that is...Long story short, she's a witch queen. Doesn't need a barrier to hide herself either. Nasty business, that one."

Madoka paused, thinking. "Kyouko, what does Walpurgisnacht look like?"

Kyouko blanched, before rolling her eyes, trying to recount an answer. "Well...Homura showed me some sketches in her apartment. Big ol' gear on her back, flowy purple robe...things like-"

"Madoka! Hurry up!"

"Shit. She sounds pissed." Kyouko jabbed her thumb at the door." Get going! I want answers out of that rat!"

"We'll find him. Thank you, Kyouko." With a brief smile sent in the redheads direction, Madoka quickly bowed, cast one last glance at Sayaka, and exited the room, chasing after Homura.

"Large gear? Purple robe? Could that be..."

"Madoka!"

"Ah, I'm coming, Homura!"

Quickening her pace, Madoka raced to the lobby where Homura was waiting.

Madoka...That was her name, wasn't it?

The shadows reeled back, the mere namesake that flowed through the entities mind driving them away, if only for a moment.

Yes...Madoka. Pink hair, pink eyes...everything pink. That had to be-

The shadows drove forward once again, striking and maiming the writhing soul trapped at the bottom of the Grief Seed. Overhead, her mind was drowned out as the concerto of violins began their second movement.

The entity stifled a mental scream at the sound of the violins. Memories flashed from her tattered mind, images of a boy in an auditorium, one instrument with the sound of fifty, playing in a timeless concerto.

The boy was staring straight at her, a scowl on his face as he let his violin fall to his waist. No words had to be spoken; she knew what that look meant. The look of disdain, of hatred...

Love?

She desperately tried to lift her head, to see something, anything, that was going on besides the terrible vision. But all she could see was the bleak darkness in front of her.

"Madoka..."

The shadows angrily pushed forward once again, the boy vanishing beneath the curtains as the darkness tore at her spirit, eliciting a mental scream from the girl.

Torture or not, the name would stick in her mind, keeping the shadows at bay for as long as possible. Just in case there was any hope.

There had to be, right?

Madoka...she thought it was a pretty name.

With both Madoka and Homura gone, Kyouko turned back to her charge, double checking her body temperature for any sign of heat loss or stiffness. Allowing Sayaka to experience rigor mortis was not on Kyouko's agenda, even if Sayaka was technically dead.

She checked for a pulse anyways. Just in case.

Flopping back against the hotel wall, Kyouko grabbed a small plastic bag out from under the bed, removing from it a small ornate case. Several inscribed runes were on top; a magical lock of Kyouko's own making, made to keep troublemakers out.

The box glowed a faint red as Kyouko released the runes guarding the treasures inside; The box opened to reveal two pitch black spheres the size of small eggs. After her ordeal with Sayaka on the motorway bridge, Kyouko went on a few witch hunts and managed to stockpile the two Grief Seeds for emergency use. After the situation with Sayaka's witch transformation, she was glad she did it. Becoming a witch was not on her list of things to do.

Saving Sayaka, however, was.

Pulling out the two Grief Seeds, Kyouko set them on the table alongside her Soul Gem. Maintaining a constant stream of magic was vital to keep Sayaka's body warm; she had no time to rest.

Reaching back under the bed, Kyouko pulled out a second bag, inside of which were several boxes of Pocky, as well as several cups of instant soup and fresh apples. She knew this hotel room would be useful; packing away emergency stores of food was always a good idea.

Grabbing a stick of Pocky, she jammed it into her mouth, relishing in the chocolate flavor as she reached up blindly for her Soul Gem and one of the Grief Seeds. Sayaka was once again losing the color in her face; Kyouko needed to refresh her Soul Gem, and fast. Retrieving her Soul Gem along with one of the Grief Seeds, she pressed the two together, sighing in relief as the dark maroon color restored itself to a bright red.

Setting the Grief Seed back on the table, she heard the telltale clink as it touched the other Grief Seed. Turning back to Sayaka, she began to warm her body back up once again.

She didn't notice the dark energy that suddenly transferred between the two Grief Seeds.

"Wait, Homura! How exactly are we going to find Kyubey?" Madoka asked, panting for breath as she finally caught up to the girl.

Without pausing or turning her head to look at her, Homura replied, "Don't worry. I have an idea."

"Can you tell me what it is yet?"

"No."

The two continued to walk through the city in silence until Madoka spoke up again.

"Homura, why are you helping us?"

Homura stopped. She couldn't tell Madoka about the time traveling yet...but she needed an answer, and fast.

"Sayaka's your best friend, right? I'm ensuring your happiness in trying to save her." 'Well, I'm technically not lying...'

Madoka smiled tentatively at the answer, Kyouko's recent words resonating in her head. "I'm really worried about her, Homura...I know she's my best friend, but sometimes I feel like I'm...well, I'm worrying too much. You know what I mean?"

Homura cocked her head to the side.

"Ever since she became a Magical Girl, I've always been fretting over her, trying to make sure she stays safe. Even after her grief took over, her insults didn't matter to me. I still..." She paused, sucking in a breath.

"I don't know, Homura. Sayaka's my best friend, but...at the same time, every time I saw her happy, it made me happy. Every time I saw her sad, I was sad. I don't know what's happening to me, but..."

Homura inwardly froze. If she interpreted what Madoka was saying correctly, then this was definitely an unexpected twist. "It's natural to worry about your best friend. There's nothing wrong with that."

Madoka nodded. "I know, I know, but...these past few days, I've felt...lost. She's been by my side for so long that I..." She trailed off, unsure how to continue.

Homura kept her stoic appearance, but inside she was facing some serious turmoil. 'How the hell did this happen? Madoka, if only you knew what I was trying to do for you..."

"Have you ever had a best friend, Homura?"

This time, Homura couldn't keep her stoic face; staring at Madoka with blank confusion. "What?"

"You always seem so...cold." Madoka winced, the sentence sounding too insulting for her liking. "There has to be someone you can warm up to, isn't there? I've seen your eyes, sometimes you have a soft, longing look...but outwardly, you're always so cold. Why?"

Homura winced again, not liking where this conversation was going. "I...I've seen way too many things in my life to warrant any more emotion. Remembering the past doesn't make it the present."

"It's okay to let your emotions out with friends, though." Madoka smiled. "We're all here for you. Even Kyouko, believe it or not."

Homura paused for a moment, considering this. "I...had a best friend, long ago. She passed away some time ago, however."

"I see..." Madoka's eyes were downcast. "What was she like?"

Homura sighed. "She was..."

She paused, remembering Madoka as she traveled through time.

"She was a warm-hearted person. Someone who could befriend anyone, no matter the circumstance...someone who could sacrifice herself for whatever reason. She was just that kind..."

Homura paused, tears welling in her eyes. Quickly regaining her composure, she continued.

"When I first met her, she didn't look down on me, she didn't make fun of me..." Homura's eyes were beyond what was in front of her. "She simply accepted me, understood who I was and still became my friend. She meant...she meant everything to me. That's just how she was."

"Oh..." Madoka looked down. "How...how did it happen?"

Homura quickly turned away, trying to avoid showing her cracked mask. "It doesn't matter now. Come on, we have a rodent to catch."

Confused by Homura's quick dismissal of the subject, Madoka decided to drop it for the moment. 'That person...she sounds familiar. Do I know anyone like that...?'

Brushing off the thought for the time being, Madoka followed obligingly. Even if Homura came across as cold-hearted...she was still worried.

Perched high atop the city, upon a massive crane, a small white construct stared over the human city, like a hive mind to those below. His locked smile and outward display of happiness was nothing more than a facade; he simply had no emotion to express. A smile was an upward curve of the lips. Happiness was a moot point to him, considering he had no emotion.

But Kyubey did not dwell on such things. He had more important things to do.

Attuning his ears to the city around him, Kyubey drowned out the sound of honking cars and urban noises. They were of little importance to the construct; all he needed to hear was what helped accomplish his mission.

Without warning, a scream echoed through Kyubey's mind, a sound that he would otherwise dismiss. But this scream was not that of pain or fear, but of raw grief, of pure and utter despair.

And a perfect candidate for his plans.

Leaping off of the crane, Kyubey began to track the source of the sound. Candidates for contracts were few and far between these days as it was, and this was the best opportunity he had all week.

"Note to self: Capture Kyubey, then take two hour long shower..."

Akemi Homura flicked the week-old banana peel off of her shoulder with a look of disgust, reluctantly sinking herself further into the dumpster. Though her current location was not the best place for an ambush, it was well out of the way of the public eye, and the alley would make for a good trap on their part should the initial ambush fail.

Rapping the side of the dumpster twice, she signaled Madoka to begin the first phase of the plan.

Two seconds ticked by when an ear-piercing scream echoed through the alley. Homura was thankful that pedestrian traffic was low during noontime hours, otherwise they could easily be caught by someone other than their target.

Lifting the lid of the trash bin slightly, Homura caught Madoka's attention. "Remember what to do next?"

Madoka nodded. Her red ribbons had been removed from her hair, allowing it to fall behind her back, giving her a much different appearance than Homura first thought. "I just need to get him close enough to our area. Then you'll stop time and catch him, right?"

"Yes. Keep him from recognizing you as long as possible."

"Okay." Madoka tensed a bit. "Homura...try not to hurt him too much, okay?"

"I can't promise that...but okay." Homura slipped back into the dumpster. "He only regenerates a new body when his other one is completely destroyed, so I'll leave him alive. Any less...I can't guarantee."

Madoka smiled. "Alright then. Now we just have to wait."

"Sheesh, how much magic am I using?"

Staring at her dimmed Soul Gem, Kyouko gawked at how much damage had been done to it simply by using her magic on Sayaka. The swirling blackness within seemed to corrupt her very mind, filling her with images of hopelessness; how useless it was trying to keep Sayaka's body alive...

Kyouko shook the thoughts off. "Screw that, I still have two Grief Seeds. I can do this all day, y'stupid Soul Gem..."

Reaching for one of the seeds, she paused. The two seeds were exactly where she left them, right on the bed stand. One pulsed with a deep black energy, and the other...

"What the hell?"

The second Grief Seed, though still brimming with dark energy, pulsed a slightly dark gray, much brighter by comparison than its counterpart. The outline of the seed, normally a flat gray, glowed slightly brighter than the other seed.

Picking up the two seeds, Kyouko used her magic to probe the seeds, trying to diagnose the differences. The black seed had obviously absorbed quite a bit of grief, as it was nearing its recommended capacity. Dark magic was slowly seeping out of it, giving it an unholy feel and appearance.

Satisfied that the first seed was acting normally given the circumstances, Kyouko checked the other seed. It's color had lightened considerably, and though it was still pulsing with dark energy, Kyouko could tell there was only a small partition of grief inside.

Setting the two seeds back down, Kyouko double checked her Soul Gem. It still pulsed with grief from her recent magic usage; grabbing the lighter seed, she transferred the grief to the seed, feeling her magic return once more.

Setting the seed down, she eyed it carefully, wondering just what was going on with the two-

Kyouko gasped. The lighter seed rolled gently from the recent placement and touched the darker seed. The moment the two connected, energy from the seed Kyouko just used instantly transferred into the second, dark energy moving between the two seeds just as if they were Soul Gems.

"Did...that just happen?"

Picking up the two seeds once more, Kyouko focused her attention on the darker seed. It had clearly taken too much grief; slight tinges of distorted imagery were beginning to appear around the room.

Thinking fast, Kyouko tried what the seeds just accomplished, pressing the two together and willing the grief from the darker seed into the lighter one. To her amazement, the transfer was quick and painless, both seeds equalizing their grief as the energy transfer completed.

Kyouko marveled at the newfound ability. She wasn't sure how to put it to use, but she had a feeling something could be done with it.

Sitting back with another stick of Pocky, she awaited the return of Madoka and Homura. And with any luck, the damned Incubator.

She wanted answers. Fast.

Peering into the alley, Kyubey sensed a human presence behind the dumpster to his left. Slinking up, he leaped on top of the dumpster and stared down at the girl who was sobbing into her arms. From his angle, Kyubey could swear she looked slightly familiar, but didn't dwell on it too much.

He had a girl to contact, after all.

"Do you want to make a difference?"

Madoka inwardly smiled as she continued to imitate her crying. As much as she had done over the past few days, she had grown quite accustomed to it, and could replicate the sounds fairly well.

Leaning over, she allowed her body weight to slump against the dumpster, ignoring the initial words of the construct above her. After hearing the garbage inside shift slightly, she knew her part was done.

'Now to watch the fireworks.' She thought.

Homura felt Madoka's body impact the side of the dumpster. That was the signal; Kyubey was right above her.

Loading her handgun with hollow-point rounds, she couldn't help but smile. The little rat was about to get a first hand taste of what air time was.

Receiving no response from the girl below him, Kyubey tried again, making his voice a bit louder. "Do you feel despair? I can help you."

This time, the girl did react, lifting her head up and locking her eyes with his. It was then that Kyubey realized just who she was. Pink hair, pink eyes...

If the construct could feel shock, he'd be speechless.

Cocking his head to the side, he asked, "Madoka? What are you doing-"

He never got to finish his sentence.

Kyubey sailed into the air as the dumpster lid was flung open from below with surprising force. Spinning end on end, Kyubey was barely able to get his bearings when he came face to face with a 9mm Beretta handgun, and a girl he recognized one too many times before.

Despite being in the air, flipping end over end, the girl's voice was casual, as if it were another day at the office.

"Hello, Kyubey."

With that, Homura stopped time, continuing her ascent upwards. Carefully aiming her pistol, she fired four shots, each hovering an inch from Kyubey's legs and feet. Homura finished her spin and landed on the ground gracefully, resuming time as she did so.

The omnipotent construct crashed to the ground in an mangled heap earning a wince from Madoka. Wasting no time, Madoka moved to the construct and picked him up, effectively pinning his wounded legs and leaving Kyubey completely crippled.

"Good job, Madoka." Homura came forward and nabbed Kyubey out of her hands. "Now let's get back to the hotel-"

"Madoka? Madoka!"

The girl in question paused, confused as to who was calling her name. The voice sounded familiar...

"Oh no."

Homura turned, confused. "What?"

"It's Mama." Madoka sounded panicked. "I never went home last night. She's probably worried sick..." Her eyes darted to Homura. "Go, get back to the hotel. Kyouko wants answers. I'll talk to Mama and get back to you later!"

Junko was, for lack of a better word, panicking.

She knew Madoka to be a responsible young girl, but to not return home for the entire night, without leaving a note? Junko knew the girl was smart, but the streets were not a safe place for an eighth grader late at night.

Having called in sick to work, Junko began searching the entire city for the whereabouts of her daughter. The school had last reported her going home with Sayaka, but her apartment was completely empty. Having no leads to follow, Junko resorted to wandering about the city.

A pink haired girl couldn't be that hard to spot.

Rounding the final edges of the financial district, Junko caught sight of something odd: two girls walked out of the alleyway, one looking like she'd slept in a trash compactor for a week, the other with tear-stains on her face. The dark-haired girl looked to be clutching something, but all Junko could see was empty air.

As the dark haired girl began to walk away, Junko caught a glimpse of the person accompanying her.

'What in the...'

"MADOKA!"

Madoka sighed in both relief and apprehension. She was glad Homura managed to get away before her mother caught sight of her, but she knew she would be in for the lecture of her life...

She didn't expect Junko to fly forward and lock Madoka in a fierce embrace; Junko's speech was completely incoherent as she held her daughter for dear life.

"Madoka, where in the stars have you been!" Junko near shouted. "I know I normally get home late, but when I show up at that kind of time and you're not home, without a note, and no explanation..."

"Mama..." Madoka tentatively returned the embrace, knowing it was half love and half of that "I'm-going-to-kill-you" feeling. "I'm fine Mama. We're..." She paused.

"Hm?" Junko pulled back to look her daughter in the eye. "You're...?"

Before Madoka could answer, Junko's face softened in sudden realization. "Ah...don't speak. I already know."

"What? What do you mean?"

"You're out looking for Sayaka, aren't you, dear?" Despite Junko's voice being even and sympathetic, Madoka still winced.

"How...how did you know?"

"It's on the news, dear." Junko tilted Madoka's chin up to keep her eyes locked with hers. "Sayaka's been missing for three days, with no notice to the school of her absence. Since she lives alone, and her apartment hasn't been occupied in quite some time...the school filed a missing persons report."

Madoka stayed silent, shocked at the revelation.

"You should leave this to the police, Madoka. It's their job, they can do it better than you."

Madoka shook her head vigorously. "No, I'm not going to stop!"

"Madoka! What do you think you can do?" Junko asked incredulously.

"I can...I can help! I can't just sit by and do nothing, Mama. Sayaka's my best friend, sitting around just wondering where she is would be...insulting!" Madoka finally broke the stare with her mother, looking at her feet.

"Mama...do you trust me?"

Junko looked surprised. "Of course I do, Madoka. Why?"

"I'm not going to make mistakes, Mama." Madoka shifted her gaze back to her mothers face. "I'm with friends, friends that know Sayaka. They're helping me. Please, trust me to do this. I'm not going to mess up."

Junko tentatively placed a hand on her daughters shoulder, seemingly wanting to counter the argument...but let her hand drop.

"Okay, Madoka. I know you're trustworthy, so I'll leave you to it. But if you ever need my help, I'll be here." Junko smiled faintly.

"Thank you, Mama..."

Junko slapped her daughters shoulder, spinning her around. "Now get going! You're not getting anything done just sitting around!"

Madoka turned around and smiled broadly. "I know. Thank you, Mama!"

Junko laughed as her daughter ran off. 'Strength of a Lion, that one...I hope she finds her.'

She frowned. 'And if she doesn't...I hope her strength sees her through what happens then.'

Kyouko shifted uneasily as the door to their room opened. She relaxed, however, when she saw Homura, carrying a bullet-riddled Kyubey...

'Wait, where the hell is Madoka?'

As if she was reading her mind, Homura answered. "Madoka was stopped by her mother. She'll be joining us shortly.

"Damn parents." Kyouko chuckled. 'She's lucky to have em', though-'

Her thoughts were interrupted, however, as Kyubey groaned, coming back to reality.

The construct shook himself out of his daze and spoke up. "What is the meaning of-"

Without missing a beat, Homura tossed the Incubator against the wall, drawing her shotgun in the process. Kyubey hit the wall with a resounding *thwack!*, sliding down and slumping to the floor.

Homura had a scowl on her face as she trained her gun on the Incubator. "I know I can't kill you, but I'm damn well going to make sure you can't escape. Is that clear?"

Kyubey, trying to get control of the situation, simply nodded.

"Good. Now, tell us about-"

"Homura, wait." Kyouko stepped forward, pushing the older girl back. "There's something I want to ask him first."

Homura nodded and stepped back, still training her shotgun on Kyubey.

"So let me get this straight..." Kyouko took a bite out of her Pocky stick. "When we contract with you bastards, you rip out our souls and put them into these here gems, correct?"

Kyubey nodded, remaining silent.

"And if enough despair is accumulated, we succumb to our grief and magical depletion and turn into witches. Am I right?"

Another nod came from the Incubator.

"Okay." Kyouko finished off her Pocky and looked Kyubey in the eye. "Here's a simple question for your puny brain: What happens to our Soul Gem when we become a witch?"

"It becomes a Grief Seed, obviously. Is this why you captured me? You hadn't figured that out already?" Kyubey remained stoic.

"Can it, rodent. Now, Sayaka's Soul Gem is now a Grief Seed, right?"

"Yes."

"So Soul Gems and Grief Seeds are essentially the same thing?"

"Yes."

Kyouko nodded. "So where is Sayaka Miki now?"

Kyubey cocked his head to the side. "The Sayaka you know is gone. You watched her transform, didn't you?"

"Then who the hell is that witch? She didn't just pop on out for tea and cakes!"

"That is the physical manifestation of grief from Sayaka. Her name, I believe, is Oktavia."

"So...Sayaka is now Oktavia?"

"Yes and no. Oktavia is Sayaka's grief. But it is not Sayaka herself. But since Sayaka knows nothing but grief now, I can safely say that Oktavia is Sayaka."

"But what about her soul? Is it still in the Grief Seed?" Kyouko asked.

"I suppose so, yes."

"So she's not dead" Homura chimed in.

Kyubey stared right at Kyouko. "She's Oktavia now. Or rather, her Grief is. Are you sure humanity has the capacity for logic? You're asking a lot of repetitive question."

Kyubey paused to lick at one of his wounded paws. "Why are you asking, anyways? This is how witches have been birthed for decades. They are the manifestation of a person's grief, just like you Magical Girls are the manifestation of hope. That system cannot be changed."

Kyouko's eyes suddenly lit up, an idea striking her as Kyubey spoke. Shifting back, she ignored the construct's comment, lost in her own thoughts.

With the redhead out of the picture for the moment, Kyubey turned to Homura. "That was an interesting method of attacking me back there, Homura. It's the second time it's happened too, so I think I know how you did that." He shuffled around, trying to get comfortable. "That was time-control magic, right?"

Homura remained silent.

"You're a strange one, Homura Akemi. I don't ever remember contracting with you, yet here you are as a Magical Girl. Perhaps that time control magic of yours has something to do with it?"

Homura bristled. "What is the point of this conversation?"

Before Kyubey could answer, however, Kyouko piped up. "Wait a sec, you don't remember contracting with Homura?"

"Nope. She's definitely an oddity." Kyubey said, completely ignoring the now flustered Homura. "The only way I can see her contracting with me is if she had already done it in the past. In which case, she'd have the ability to time travel."

"Time travel? What?" Kyouko looked utterly perplexed. "Now that you say it..."

Boring into Homura's eyes, Kyubey gave off the impression of the bad cop. "Is this true, Homura Akemi?"

Before Homura could answer, however, the door creaked open behind them. The two girls whipped their heads around to find Madoka, staring at the two with a confused look on her face.

"Madoka!" Kyouko reached out and saluted with her two fingers. "Shake off your mother, finally?"

"Mama agreed to let me stay out to search for Sayaka. Is it okay if I stay with you guys?"

Homura merely nodded. Kyouko smiled and gave a thumbs up.

Smiling, Madoka stepped into the room, shifting her attention to the captured Incubator. "What were you talking about, with Homura and time-traveling?"

"Nothing you need to worry about." Homura said quickly, cutting off any answer Kyubey was about to give. Stepping forward, she ignored Madoka's confused look and grabbed Kyubey by his neck. "I think we've heard enough for now. Kyouko, could you restrain him?"

Still confused, Kyouko nodded. Procuring a strand of rope, she focused some of her magic into it, so that whatever was bound by it was trapped both physically and magically. Satisfied, she tied the incubator to the nearby wall, pinning his entire body. "You may still be useful, rat. Stay here, and we won't kill you."

"Killing me is pretty much useless. I always have another body." Kyubey shrugged as best as he could. "I'll wait here though. I'm curious as to what your human minds have thought up."

"Good." Kyouko grinned wolfishly, earning strange looks from both Madoka and Homura.

"Kyouko? What are you planning?" Madoka looked extremely confused.

Turning to the door, Kyouko jabbed her thumb towards it. "To save Sayaka, what else?"

"You have an idea?" Homura moved forward as well.

Turning around fully, Kyouko suddenly turned serious. "I do. But it's not going to be easy. And we're going to need a lot of Grief Seeds."

Turning back to the door, she grinned again. "Now shut up and get going! I still need to take care of this body!"

"You still haven't told us what we need to do."

Kyouko blanched. "Right...well, find Grief Seeds! Just find as many as you can! I'll give you details later! In the meantime this bastard and I are having a little talk."

Without another word, the redhead shoved the two girls out the door, slamming it behind them.

"Homura? What does Kyouko have in mind?"

Homura could only shrug. "I...have no idea."

Thoroughly confused, the two walked out the door. Madoka trailed behind Homura, deep in thought.

'What was all that about Homura being a time traveler? Is she..."

"Madoka? What are you doing? Keep up, we don't have all day."

"Ahh, okay!" Madoka quickly picked up her pace, joining the dark haired girl as they walked into the heart of the city.

Still, she couldn't shake off the bad feeling in her gut, concerning the girl in front of her.

'Something's wrong here...'

Chapter End.