Disclaimer: I do not own Puella Magi Madoka Magica :(

AN: Thanks for being patient! I'm really sorry for the slow updates :( . I'd originally planned to not update for another month or so (life is busyyyy)...but here it is!

Darkness, wind.

Light

"Achoo!" Madoka sneezed. She blearily opened her eyes, a massive headache pounding at her temples. Her cozy room greeted her. With a start, she remembered. She opened her right hand. So it wasn't a dream…

A pink Soul Gem shimmered in her palm, radiating warmth. Only a tiny point of blackness marred the surface. Madoka sneezed again. Oh, that's right. I was sick on the day Sayaka met Mami. Her gem flashed. She pushed back her blankets and hopped out of bed, mind clear. A second chance.

She rushed as she prepared for school, dressing and finishing breakfast in record time. As she dashed out of her house, finishing the last bite of toast, she spotted her friends.

"Sayaka!" she cried. Images flashed in her head, bloody and grotesque. She pushed them aside as she embraced her friend in a tight hug.

"Madoka?" the bluenette said confusedly. The smaller girl pulled back, discreetly wiping her eyes.

"Nothing," she smiled. "Just glad to see you."

"Well, then," Hitomi coughed. "It's nice to see you too."

"Mmhm," Madoka nodded. She glanced up at the blue sky, then at the dazzling cityscape. So I really did go back in time.

"What's with the ring?" Sayaka asked as they began to walk.

"Oh, I got it yesterday," she replied, glancing down.

"It's very pretty," Hitomi observed.

"Oooooh," Sayaka danced ahead. "Madoka's wearing a ring! Maybe it's from a special someone! Ohhhhh how my little girl has grown." She grinned slyly.

"No, it's not like that," Madoka protested.

"Oh my," Hitomi murmured. "Denial is the first sign."

"No, it's-" she was cut off by the first bell. Thank goodness. The girls set off at a run, conversation forgotten.

oOoOoOoOo

"-and boys, you must never be so petty as to care about how your egg is cooked!" Ms. Saotome brandished her pointer furiously. She slowly exhaled, and smiled brilliantly. "Now, we're going to have a transfer student today!"

Madoka raised her head in shock. I don't remember that. There wasn't a new student when I went back to school the next day. Shoes clicked as a girl stepped into the room, long black hair swaying in time to her steps. Whispers started as she turned and bowed to the class.

"Hello, my name is Homura Akemi," she said calmly. Madoka simply stared, entranced by a flash of lavender.

"Akemi-san, you may take the empty seat in the front," the teacher gestured. As Homura stepped toward the chair, her eyes flickered towards Madoka, who touched her hair with her left hand. The girl missed a step and stumbled.

"What happened?" Sayaka asked. "She looked really surprised when she saw you."

"It's nothing," Madoka shook her head. How does she still know me?

At break, Akemi made her way over to the three. Her aura was nothing less of intimidating, but now there was a tinge of uncertainty.

"Can you take me to the nurse's office?" she asked, looking at the pinkette. Hitomi tilted her head, eyes calculating.

"How did you know that she was the nurse's aide?" the girl said slowly.

"It's okay," Madoka rose. "Let's go, Akemi-san." She almost missed the other's wince, further throwing her into confusion. As they walked through the hallways, the new student navigated the twists and turns with ease, almost to the point of which Madoka felt that she herself was following instead of leading. When they reached the windowed bridge between the buildings, Akemi turned to face the girl.

"How did you become a magical girl? When?" she asked quickly.

"Um," Madoka fumbled for an answer. "A couple days ago, um, I met Kyubey, so I made a wish."

"About?"

"I'm really sorry, but I don't think it's your business," she answered, puzzled. I probably shouldn't tell anyone. "Why?"

"It's nothing," the girl brushed her hair back with a hand.

"How do you know me?" Madoka frowned. Akemi glared.

"Why would you think that I know you? We've never met before this."

"I just have this feeling," the pinkette cast her eyes down. And memories from another timeline. Akemi flinched. "Well, I guess it could be just me."

"Have you come in contact with Mami Tomoe?" Akemi asked suddenly.

"Y-No, I don't know her." Thank goodness I remembered that I hadn't met her yet.

"Then I'll be going," Akemi turned. "If you ever need any help, feel free to ask me. When you meet Tomoe-san, remember that she'll make a powerful ally." She continued down the hallway, leaving Madoka staring after her.

oOoOoOoOo

The moment Homura rounded the corner, she headed for the wall and sank down on the floor.

"Something's wrong," she said out loud. It wasn't that this Madoka had seemed far bolder than the increasingly shy Madokas before her. It was that this Madoka no longer had that innocence to her. When they had looked at each other in the hallway, after the girl had talked about that 'feeling', her eyes had darkened. Homura had only seen those eyes on battle hardened veterans who had witnessed horrific things. Those eyes were the ones she saw when she looked in the mirror. She never would've thought that a eighth grade, barely a week old magical girl would seem so...cold. What could have caused her to look like that? Her wish? Then what and why did she make a wish?

"Tomoe-san will help her," she decided. "She's always been a reliable mentor so far. I can't let myself get too close to Madoka. If this timeline goes to waste, I can't despair." There's no way to help then. "I just have to find out what her wish and powers are."

The girl stood and headed for the exit. School was unnecessary. She had to find Kyubey.

oOoOoOoOo

"Hey Madoka!" Sayaka shouted, jumping up and down. "Do you want to go to the music shop?"

"Sure," the girl replied. "How about you, Hitomi?"

"I'm have piano class later," Hitomi sighed, closing her locker.

"That's too bad," Sayaka said sympathetically. "See you tomorrow!" The two waved before walking out of the school, across the street, and into the mall. As the escalator whirred, Madoka looked around.

Last time, Sayaka went by herself. She said that she found Kyubey badly hurt in the basement, then got trapped by a familiar before Mami rescued her.

"Oh!" Sparkles swirled in the the bluenette's eyes as she glimpsed the store. "NO way! They just restocked and bought all the recently covered songs! AHHHHHH!" She bounced her way in, right into the classical section. "Ohmygoshhh…." Madoka stifled a giggle at the difference between her joyful friend and the other people in the aisle.

They each wandered into different sections of the store. Madoka glanced at a display and felt a surge of delight. She placed on the headphones and smiled as "Connect" began playing. Then a voice, all too familiar, sounded in her mind.

Help, Kyubey panted, sounding horribly weak. Please, help me!

Madoka took off her headphones. She began moving purposefully towards the stairs. Two lights swayed in the corner, flickering, as she allowed her Soul Gem to expand into an orb. The door creaked as she pushed it open and hurried down the staircase.

The lower level was almost completely dark, with only her Gem lighting the way. Her eyes had adjusted quickly, though, and she could see the opposite wall. Boxes stacked against the stone column prevented her from having a clear view of the floor.

Where are you?

A resounding crash nearly scared her out of her wits as the ceiling gave way to a small form. It skidded along the floor and lurched into her arms.

"It's going to be okay," Madoka said soothingly. Her heart clenched as she noticed the cuts and bruises. She stepped back as a dark form swung out and into the light of her Gem.

"Akemi-san?!"

"Hand it over," the girl raised a gun. Her hand was steady. Madoka hesitated, taking another step backwards.

I don't think I can win in a fight with her, even if I wanted to. I don't want to hurt her. But I have to get Kyubey away.

She spun as a whitish fog filled the air.

"Come on!" Sayaka shouted. She hurled the extinguisher at the raven haired girl and sprinted away, closely followed by the pinkette. Madoka couldn't help but let out a breath of frustration. Carbon dioxide had no chance of stopping a magical girl. There was no way they could escape without her using her powers. And I can't do that.

Ripples distorted the space as splashes of color painted themselves into a world entirely different from the basement. They were in the center of a deep crater. Scissor-like beings snapped and chattered at the rim, blades glinting.

"What?!" Sayaka shouted in utter confusion. "The exit was just...there?" She pointed vaguely in the direction of the chittering figures. They began moving closer. "Madoka? What's going on?" She moved closer, eyes panicked.

MAMI WHERE ARE YOU? Madoka inwardly screamed. She hugged Kyubey closer and glanced at her friend, then around. I haven't even transformed once! There's no way I can do this! She tried to push down the tiny part of her that reminded her that she simply didn't want to reveal her powers, not when that path had led Sayaka to disaster.

The creatures began pouring down the slope, the sky darkening above them. I can't risk our lives though. And when Mami comes she'll find out anyway. She inhaled sharply.

"Sayaka," she pushed Kyubey gently in the other girl's arms. "Don't be too surprised, okay?"

"Eh?!"

Madoka took two steps forward and opened her hand, Gem resting on her palm. Bands of pink light whirled in the air. She suddenly smiled, feeling a presence.

"I'm new at this," she said out loud, visibly stopping her transformation. "Please, can you help me?"

A blast of energy cleared the entire area, with the two girls straining to see against the bright light. It dimmed, leaving the floor dancing with spots of gold. A girl leapt down, twisting and transforming as she did so. Her Gem shone against her blond hair.

"Of course," she winked, extending a hand. "It's always been my policy to help!"

oOoOoOoOo

AN: Reviews loved, flames ignored. Until next time!