CHAPTER 3- "Do you know what 'Witches' are?"

Homura sat on the purple couch with her head down. The swinging pendulum made slow movements across the room, forming a shadow on the wall. Part of Homura thought that the shadows were going to form into wraiths right in front of her. Although she knew that they wouldn't.

Over the hundreds of timelines she had passed she had formed this unique apartment. Frames of pictures were floating around in time with the pendulum. Those pictures were mostly of the Warplurgisnaucht, the massive witch Homura had been going off multiple timelines to defeat.

Why were the pictures still there if witches didn't exist? Homura didn't know. All she knew is that every timeline she crossed she became more and more emotionless every time. She studied every witch and its familiars, she was able to defeat every witch she encountered.

But not Warplurgisnaucht, Homura was never able to defeat that, no matter how many times she tried, she was never able to kill it. She was never able to protect the one thing she had gone across these hundreds of timelines to save.

Madoka, Homura thought, she clenched her fist as she remembered their last encounter.

"It'll be alright, I just know it, we just have to believe!"

"Madoka.."

"After all, magical girls make hopes and dreams come true!"

Just remembering it nearly made Homura cry, but she wouldn't. Never again.

Homura stood and from the couch and picked up the 35 grief seeds. She put her soul gem on the table and laid the cubes out around it in a circle. Her soul gem glowed and the cubes turned grey. Homura picked up the grief seeds and threw them into the bin, the bin that acted like Kyubey was eating the grief seeds. And sucked them up in a purple glow.

Homura turned her newly purified soul gem into her ring, put it on and walked up and looked at herself in the mirror. She looked at her face, her eyes looked like she'd given up on everything. Miki Sayaka was right, wasn't she? Homura tried to smile, but her lips wouldn't move, she only ever smiled when there was a reason to.

She walked over, picked up her school bag and walked out of the room.

The lake was around the building Mami lived in, she walked to school there every day, but now she walked to school with Kyoko; who hadn't complained about food or clothes this morning, she hadn't said anything. Mami was worried about her.

Kyoko walked along the grass, stepping on flowers and not even noticing when water splashed from the lake, splashing her arm; her usual bright red eyes were dark and blank, not even noticing Mami tap her shoulder constantly asking Kyoko is she was alright.

She sometimes moved her head and her face turned into a faint but untruthful smile, saying that she was alright, but Mami knew she wasn't.

Mami had had enough, she stepped in front of Kyoko and she stopped walking, Mami was hoping Kyoko would come to her senses, but her eyes were still dull.

"Sakura-san, listen to me."

Kyoko stayed silent.

"What's wrong?"

She didn't answer.

"Your eyes, they look different."

"Really? How so?" Kyoko said quietly

"They look… empty."

The depressed red head didn't answer, she walked past Mami without even looking at her. "Let's go, Mami."

Mami turned to stop her, but slowly put her hand down. "Fine."

They didn't talk to each other for the rest of the way to school.

Meanwhile, a man in a white cloak tried to follow the two girls, but he stopped himself. "Jesus, I look like a stalker, I shouldn't follow them yet." This man held a weapon that looked like a pole, on the top of the pole there were pieces of glass formed into the shape of a sun, the sharp edges glimmered in the sunlight.

The man looked at the red haired girl. "You look like you're losing yourself, Sakura Kyoko. Why?" He glanced up at the sun, "Are looking here Goddess?" The man pointed at the two girls through the bushes. "These are your friends who are falling into despair, they're losing the hope that you tried to give them."

He looked back down and smirked under the shadow of the cloak. "I hope you're listening, because if you're not," he turned, "I have nothing to say to you."

"They're going to be late." Homura stated quietly as the bell rang. Students were walking towards their classrooms, one student passed her, "Are you coming Akemi-san?" she walked off. Homura was tired of waiting for them and walked up the steps towards her classroom, when she heard two voices coming from the distance.

"Let me bring your things to your locker Sakura-san."

"I can do it."

Homura saw a shadow on the ground coming up from behind her, then looked up and saw red hair moving forward in front of her face. Kyoko, she thought. Kyoko didn't flinch. Homura turned to see Mami, her usual face full of maturity was now full of worry. Homura stepped up to her and grabbed her shoulder.

Kyoko flinched, and turned to Homura. "What do you want?" Homura was surprised at her voice, it was dark. "What are you doing Kyoko?" The red head kept her gaze, but said nothing; she brushed Homura's hand off and walked on, slamming the glass door behind her.

Homura frowned. What's wrong with her?

"Akemi-san?"

Homura turned to see Mami. "What is it Tomoe-san?"

Mami put her head down and turned around. "Nothing." Homura eyed her suspiciously. Mami looked up at her again, "Can I talk to you after school?" her voice was calm, although showing a little bit of panic.

"Sure." Homura turned her back to Mami and flicked her hair. "In the café next to the school, Kyoko will probably be fighting Wraiths."

Mami nodded.

"ARGHHHHHH!" The wraith's scream echoed through the building, the spreading fire burning the remains. Homura, Mami and Kyoko stood away from the fire as it faded away.

Kyoko panicked and looked around. "Where's Sayaka? Hey, where did Sayaka go?" She turned to Mami, who was looking saddened. "She's gone, taken away by the law of cycles." She paused. "Miki-san… used up all her power in that last attack, didn't she? It's what happens to all Magical Girls in the end, surely you were told that when you made that wish you truly desire."

Kyoko hit her fist across the railing. "Sayaka… Dammit, what good was saving the guy she loved if she vanished herself?" Her red eyes were nearly filled with tears. "Dammit, just when we had decided to become friends."

"Sakura-san! Sakura-san!" A voice yelled, Kyoko lifted her head up from her arms. "Hmm?"

Ayazawa-sensei was glaring at her. "Sleeping in class again Sakura Kyoko?"

Kyoko's eyes snapped open and she straightened her back, realising it was not night and she had not just defeated a wraith, but she was sleeping in class.

"Detention after school tomorrow." Ayazawa-sensei went back to teaching, with some students giggled. Mami looked at Kyoko worryingly, wondering if she was going to lose her temper and smash a table.

But surprisingly Kyoko's eyes turned blank again as she remembered Sayaka's death, she nodded and then continued with her work.

Mami kept her eyes on Kyoko, and whispered; "Sakura-san…"

Homura and Mami sat opposite at each other in the seats at the café. It was silent between the two.

"What did you want to talk about Tomoe Mami?"

Mami looked up sternly looked at Homura, her yellow eyes boring into her purple ones.

"Look, if it is nothing, there is no reason for you to have called me here."

"Wait."

Homura noticed there was a contortion in Mami's voice, it was stern, but a tiny part of her voice was panic, her voice had been like that all day.

"Then what is it?"

Mami looked at her lap before looking back at Homura in the eyes. "I believe there is something wrong with Sakura-san."

Homura took a sip of her tea as Mami waited for her answer. Homura put the cup down and finally said. "You're right."

Mami's eyes widened. "You noticed too?"

"It's been obvious all day, wasn't it? Sakura Kyoko has been acting quite differently today."

The blonde clenched her fist realising how hard it was not to notice.

"Sakura-san has been acting like you today Akemi-san."

Homura raised her eyebrow. "Is that supposed to be a compliment?"

"Ah! Of course!"

She purple eyed girl was silent.

Mami interrupted it. "So do you know what's happening to her?"

"Why would you think I'd know?"

"You seem informative, you always seem to know more than me even though I've been a magical girl longer than you."

Homura was silent again.

Mami was getting sick of this. "So do you know or not?"

Homura took a sip of her tea again. "I believe she's falling into despair."

"What?! How could she do that?!"

"I don't really know." She really didn't know, she'd seen Kyoko turn into a witch before, but that was only because she lost hope over Sayaka's death. How could she go into despair, she thought Kyoko had gotten over of Sayaka's death already.

"Akemi-san?"

"What's wrong?"

"Nothing, you seemed a bit spaced out there."

"Anyway… were you hoping for me to find a way to help her?"

"I hoped that you would."

"I can't solve everything Tomoe-san."

"I know that."

"Do you expect me to do something?"

Mami was silent for a while, thinking about her answer. Before saying sturdily. "Yes."

Homura didn't say anything, she finished her cup of tea and stood up.

"Akemi-san?"

Mami stood up to stop her, but Homura held up her hand in a 'stop' sign. "I'll do what I can." Mami looked surprised before smiling. "Thanks."

Homura turned, and flicked her hair, "I'll see you tonight, in battle."

"Yep, see you later."

The door closed, and the bell rung as Homura stepped outside, she held her bag tight.

"Kyoko, what an idiot."

Kyoko's steps echoed along the concrete, stepping hard, she make marks of dirt on the ground with her red boots, her spear trailed along the ground, making a long line trail.

Her hair was messed up, she had her head down so that nobody would notice her again blank eyes moving across this world. Kyoko heard a whispering sound in her head, it was faint, and she couldn't understand, so she pushed the voice away from her thoughts.

Kyoko eyed a wavering wraith in front of her. "I'm not stupid, I know you're coming." She whispered so quietly only she could here. She spun her spear in one hand and smirked.

"You ready?"

She stepped forward, still swinging her spear like a baton. Kyoko let go of the spear and it flew up into the air, she spun quickly and caught it, when she caught it she make a flip in mid-air and swung the spear in mid-air, slicing a wraith in half.

The spear parted and Kyoko held it out. She closed her eyes and 5 copies of herself appeared beside her, each holding a spear. The five copies stood on spears and ran on them, in mid-air they went closer and closer to five wraiths in front of them, when they were close to them the Kyoko's flipped off as the spears flied straight into the wraiths.

She held her soul gem out in her hand as she returned back to normal, still in her magical girl form, she reached over and picked up the 10 grief seeds, Kyoko purified her soul gem and threw them away. She walked away.

"Sakura Kyoko."

Kyoko turned in mild interest. "That you Homura? I'm really not in the mood for you right now."

Homura walked out from the shadows. "I could have helped with the wraiths."

"I didn't need your help." She said darkly, "my soul gem needed purifying."

"I was planning on giving them all to you."

"And why would somebody like you do that?"

"Look at your soul gem."

Kyoko glanced at it, she was surprised at it being dark. She turned to Homura swiftly. "What the hell is this?!" She shouted. "I purified my Soul Gem a second ago!"

"It's not making that much difference, your magic is back, but something else it holding it back from completely purifying."

"Knowing you," Kyoko said, "You would know why?"

Homura stared her emotionless stare. "You're falling into despair."

"What?"

"You heard what I said right? Despair is corrupting your Soul Gem."

"I am not in despair!"

"Your eyes all day were obvious, couldn't you tell Tomoe Mami noticed?"

Kyoko clenched her fist. "Dammit, I was hoping she wouldn't."

"And why would that be?"

The furious red head calmed down a little before explaining. "I had a nightmare a few days ago, and I knew I was causing Mami trouble, she got me enrolled into school and let me live with her, although I complained about the food and the clothes, broke the lamp and so much more, she's done so much for me, I thought I'd do nothing so I wouldn't cause trouble for her."

Homura was slightly surprised, she had never been this careful of Mami before, what happened? Then she realised something, Kyoko was making a big mistake. Homura took a step towards Kyoko but didn't try to explain her mistake carefully.

"You're not helping her."

Kyoko stepped back. "What do you mean?"

"If you're acting like you don't care about anything, emotionless and eyes as dark as the moon, Tomoe Mami is only going to get worried, everything you're trying to do is worthless."

Kyoko's red eyes turned angry, she spun her spear and stepped towards Homura, the tip of her spear got under the cuff of Homura's shirt; Kyoko slowly lifted her off her feet and into the air.

She glared at Homura with her eyes burning angrily, "What would you know?" She said frustratingly. "If my efforts are that worthless, how did Sayaka die then?! Are you saying it's my fault because my efforts are worthless and she lost her power because my efforts were only making it worse?!"

"I'm not saying that."

Kyoko grunted in anger, while still holding Homura in the air, she muttered, "You must have no soul, talking like that."

"If my soul didn't exist, then I'd be-."

"I know, I'm not stupid." Kyoko pulled the spear back to her and Homura landed on the ground expertly, the spear dissolved and Kyoko turned her back to Homura. "You're just lucky I didn't kill you."

"You're efforts weren't helping, now I need you to stop worrying Tomoe Mami."

"I'm not worrying her!" She shouted.

"You don't know that. You don't know what other people feel."

There was silence between the two, Kyoko glowed and turned back into her hoodie and jeans. She grabbed an apple from the pocket and started eating it. Homura stared and wondered what she was going to do about the sudden information. Kyoko's eyes met hers.

"Homura."

"What?"

Kyoko skimped her feet across the ground and held her soul gem tight. "Do you know what…. Witches are?"

Homura's eyes widened. "You…"

Kyoko smirked. "Don't know?"

"No.. I-."

"So you do?"

Homura clenched her teeth. How did she know? About Witches? She couldn't have remembered them so quickly. Could she? It was possible, I mean, she was a friend of Madoka's, but shouldn't Mami get her memories back first, she was closer to Madoka in a way. Homura shook her head. Why would they remember anyway? Madoka was gone from this world. "No," she lied.

"Really?" Kyoko said, her voice was saying that she knew Homura was lying, Homura looked up at her. "What nightmare did you have last night?"

"Why would you want to know?"

"I want to know more about these 'witches' you're talking about." Homura was being successful in lying, but it was hard to remain her composure.

"Should I tell you or not?" Kyoko smirked again, showing her fang. Homura was getting fed up. "Tell me already."

Kyoko sighed and bit into her apple. "Fine." She turned her back to Homura.

"I was standing outside my father's church, it was snowing, and I was talking to Kyubey. It told me to fight a 'witch', and if I don't purify my Soul Gem soon and get a Grief Seed I won't be able to fight anymore." Kyoko suddenly remembered what she said I don't need this power anymore, all it did was wreck my family, Homura heard and looked surprised. "There was no difference between me and those 'witches', just like Papa said. I asked Kyubey if I stopped hunting witches…" I could die like the rest of them?

Kyoko looked at Homura, she had her head down, Kyoko turned back. "The next thing I knew I was lying in the snow. I didn't know what happened, but I was badly hurt. Mami ran up to me and hugged me, she was worried about me being freezing and badly hurt, and then she said that she was a failure as my Senpai…" Kyoko clenched her fist. "I started crying, the last thing I remember was saying, 'I let everyone die."

Kyoko gritted her teeth "Today in class I had a nightmare about when Sayaka died." Her voice was cracked and broken, Homura noticed this and lifted her head up.

"I really am useless… aren't I? I cause trouble for everyone around me, don't I? My family was killed because of me. Mami was put through so much pain when I left her. Sayaka left me because of my uncontrollable actions. It was my fault."

Homura stepped towards the shaking Kyoko, who had her hand up to her face, her eyes were wide and crazed, all the calmness in her eyes had gone. Tears were now streaming down her face, she started sobbing and her hand clasped the wall beside her, with another hand holding the apple so hard that her nails were now digging into the skin.

"Kyoko… calm down." Homura tried to sound reassuring, for once she didn't know what to do for the broken Kyoko, how was shivering and crying, her weeps her loud and wavering. Unlike anything Homura had ever heard of Kyoko before. She reached her hand out.

"All…. My fault…. My family.. Papa.. Mama….Momo."

Homura pulled her hand back swiftly.

Kyoko's sobbing ensued, Homura noticed her Soul Gem turned dark. Her eyes widened. "Kyoko!"

Kyoko suddenly gasped, her head being thrown back, and her tears slowly moving through the air. Her knees gave in, her eyes closed and Kyoko collapsed. Homura rushed over to her and Kyoko fell right onto her oncoming arm. Supporting Kyoko from hitting the ground. Homura slowly put the withering magical girl on the ground and stared at her soul Gem. It was dark and a white light was wavering in it.

She would have turned into a witch by now, but they don't exist, she glanced at Kyoko, So what's going to happen?

"What am I going to do with her?" Homura sighed, put one arm under Kyoko's neck, and the other under her legs, she stood up and held the light body tight so that it wouldn't slip out of her grasp. "You're really such a bother Kyoko."

Homura finally ended up at Mami's apartment, since it was late at night not many people noticed her carrying Kyoko. She stepped onto the mat and breathed out a heavy sigh. It had taken her around 10 minutes. She was lucky Mami's apartment wasn't far away. Homura wondered if Mami was asleep yet, but then she knew the stressing senior was probably worrying about Kyoko and stayed awake until she came back. Since she couldn't use her hands, Homura contacted Mami.

Tomoe-san, are you there?

Homura heard a muffled surprised gasp from the inside. Akemi-san? Where are you?

I'm outside your house.

Why don't you come in?

Homura was tired of this, I have my hands full, so can you please open the door?

Mami was silent, before Homura heard steps coming closer to the door. The doorknob turned and the door opened. Homura knew what was coming as she saw Mami's face turn to horror. "Sakura-san!" She cried out. "What happened?"

"I'll explain everything, but first we need to get Kyoko into bed, she's tired and cold."

Mami calmed down and nodded, before moving aside as Homura walked in.

Homura rested Kyoko against the couch, her messy red hair spreading over the cushions. Mami worriedly looked at the sleeping Kyoko, and moved a part of Kyoko's fringe to the side of her face away from her eyes. Homura wasn't sure what was happening but for once in ages, she was worried.

Homura heard a gasp as Mami suddenly saw Kyoko's soul gem. Mami grabbed the gem and held it up to Homura's face. "What's this?! What did you do?"

"I didn't do anything."

"Then what happened?"

Homura became silent. "Despair has corrupted her soul gem."

Mami's eyes widened. "What do you mean?"

Homura clenched her teeth. "If you know the truth," she said, "it would ruin you."

The blonde turned around swiftly and put Kyoko's darkening soul gem next to her. "If you won't tell me, get out."

Homura blinked.

"Get out!" Mami shouted at her, her yellow eyes burning in anger, something very unlike her. Homura glared and walked away. She stopped walking and stood in the doorway. "Tell Kyoko I said get well soon." Homura disappeared.

Mami watched as the door closed, she turned back to Kyoko, who had no sign of waking up, and was breathing deeply, her chest slowly going up and down. At least she's breathing, Mami thought, she picked up a blanket and threw it over Kyoko, who didn't even flinch.

Mami sighed, walked over to the light and turned it off. "I shouldn't have yelled at Akemi-san." She looked at Kyoko. "See you in the morning, Sakura-san."

As Mami went into her room and fell to sleep, she didn't notice Kyoko's hand slowly disappear….

AUTHOR'S NOTE: So…. Mysterious! What's happening to Kyoko? There are no witches, yep I knew that already. This chapter took a while to come out, due to school and lack of ideas.. but it's done with nearly 4000 words!

NEW RECORD!

Since its school holidays now I have two weeks of free time (if I'm not going on holidays) so except more writing from now on!

Oh yeah! You follow me on Instagram; my username is Otaku4eva99, same as my username.

Anyway, see you in the next chapter!

-Otaku4eva99