"So... what exactly is this all about?", the blunette wanted to know once again. Sunset was near and the three had been wandering the streets for a while, now reaching a small park. Sayaka was clenching her fists in annoyance, she noticed.

Lilly did her best to keep everything under observation, but she had to divide her attention in order to keep the conversation with the two girls running. Now there was no one around to overhear them, so it might be a good time. She turned around, thus standing opposite to both Madoka and Sayaka, the latter looking at her in anticipation. The pinkette trembled slightly, most likely due to being afraid.

Lilly sighed. This was not how she had wanted things to turn out, but she had to do the best with it now.

"Did you already stop believing in magic?"

The strange question had both of them open their mouths in surprise. It took a few seconds until Sayaka started to speak. Madoka stopped herself as to let her friend go first.

"What do you take us for? Five-year-olds? Of course there's no magic."

For a moment, it looked as if the tomboy wanted to add something. Going by her vast knowledge about this girl, it was most likely something on the lines of "but that would be so cool!". Instead of remarking on it, the Witch shifted her gaze towards Madoka. "And you?"

The girl started fidgeting at once. "Um... well... no, not really."

She sighed again and turned her back to them. "Too bad then. Magic does exist."

As if on cue, a slight gust of wind had her hair flow and let the leafs of a few nearby trees rustle. She did not need to see their faces to know how dumbfounded they were.

"What the... you're joking, right?"

"I'm not."

Lilly could sense it; the other girl became angry. Madoka was mostly agitated. And some fear was mixed into it as well once she turned around again, measuring both of them with an iron stare. She could be more intimidating than Homura, simply by adding a frown the Magical Girl would never show into her expression. A side effect was that Sayaka stepped between her and Madoka protectively.

"Enough with this shit! If you've just wasted our time to..."

She was interrupted by a soft laughter. Its origin was Lilly herself, being amused by the fact that this pathetic little human thought it could stand up to the might of a high-class Witch like her.

Once she calmed down a bit, she looked at them with a small smile. With the sun somewhere behind her back, her face was covered in shadows. "How interesting. You don't believe me, but I expected that. Mind if I show you something, then?"

"Huh?"

This statement apparently caught Miki Sayaka off-guard. Either did she expect something more villainlike -after all, Lilly made a good impression of one up until now-, or she had been spacing out.

"That won't take long, really. In fact, it will start... now."

Just as she said it, the world started to twist around them, becoming contorted and dark. Madoka and Sayaka scurried closer together in surprise and Lilly took a few steps towards them as well, curiously examining the barrier. The scent told her that it belonged to a Familiar, so it would not pose a problem.

"You... what did you..."

She focussed her gaze on the blunette who was clenching her fists again. However, she shook badly as did Madoka, though the latter kept clinging to her friend's shoulder. Seeing that, the Witch became jealous. She wanted to be the one Madoka clung to. But seeing that she could not have that right now, she sighed again and shook her head, both to get rid of this unwanted feeling and to answer Sayaka. Once more, she was grateful for the enormous amount of willpower she inherited from Homura. Without it, she would have been all over the pinkette long ago.

"This was not my doing. I just knew that this creature was around."

The other two were barely visible to her and she could not see farther than about four meters, but that did not bother her. She had her ears and nose. Of course, this Familiar would never expect to find a Witch among a set of humans it wanted to devour.

"In the shadows of this world, creatures known as Witches linger. They hide in places like this and prey on humans to feast on their souls."

She went closer to her temporary proteges and placed her hands on one shoulder each. "As long as you stay close to me, nothing will happen to you. We can only get out of here when the creature that created this place dies."

They were almost stunned by fear, shaking and unable to speak. Even the mighty Sayaka was silenced by some darkness and a few cryptic words. Seeing her like that had Lilly cheer on the inside. It felt good to have this worm know her place.

"So... there is a W-Witch in here?"

Literally on the other hand, she gently squeezed Madoka's shoulder to reassure her. And the pinkette calmed down ever so slightly, looking at her like a deer caught in headlights. But she nodded.

The, she went to answer the blunette's question: "Nope, from the looks of it, that's just a Familiar, a Witch's servants that went its own way to become a Witch of its own. They are generally weaker, but dangerous nonetheless."

With that, the Witch took both of the girls by their hands and started walking. This might just be a Familiar's barrier, yet it took quite a while to wander it. This one was almost done gathering the energy to transform into a Witch, or so it seemed. At the same time, Lilly had problems to keep her senses up. Holding Madoka's hand sent electric bolts through her whole arm. She was more than just happy, even when the other hand was held by someone she disliked so much. It felt great even when she was almost pulling them through this barrier.

I guess it's time for more exposition...

"Girls our age are contracted to become Magical Girls, being tasked to hunt and kill these creatures. However, it is not as fancy as those Anime make you believe it to be."

"Huh... uh... w-what... do you mean, Yuri-chan?"

After struggling with her voice for a few moments, Madoka could voice the question rather well, seeing how much she was shaking even now. Lilly smiled at the innocent question while scanning her surroundings with her ears and nose.

"No one thanks them. No one knows they even exist. They fight over the resources they get from killing Witches in order to survive. And they die. Ninety percent of the girls that obtain magic do not live through their first month."

Of course, the number was a guess of hers, but it sounded accurate. However, her hands had squeezed the other girls' harder without her noticing. Apparently, this influenced her as well. She quickly relaxed the grip and took the opportunity when Madoka said something; Lilly released her power with a strong heartbeat, then let go of the pinkette and blunette for a moment. She stopped time, gathered air and spit out but a small spark of purple fire, which went flying away from her while closing in on the ground. The Witch quickly swallowed the remaining energy back down, but fortunately her knees stopped wobbling from the disgusting taste before the time stop wore off.

"That's awful..."

"Mhm. That's why both Homura and I want to keep you from that. You do have the potential to become Magical Girls, but this life is not for you."

Now Sayaka chimed in: "Wait... so you and your sister are...?"

"Homura is. I am not. Don't worry, though. Even when I'm not a Magical Girl, I can protect... huh?"

She stopped abruptly and the other two came to a halt by her sides. Lilly successfully faked the surprised stare upon seeing the spreading fire in front of her. It had become much larger than the small spark she spat out before.

After looking at the flames for a moment, she slowly gave an explanation: "I guess that's that. This fire won't harm us and burn this whole barrier to ash."

"Uh... how do you know, tr... Akemi-san?"

Oh? Did she hear that right? Had Miki Sayaka just called her by her name?

Looks like it... maybe this will be easier than expected...
She did not get her hopes up though. The moment this girl learned about what Lilly actually was, she would start hunting her.

"About a week ago, an irregular Witch appeared. Up until now, it has not attacked a single human, at least none that I know of. Instead, it goes around killing Witches and her Familiars. That fire is hers, so she's around."

At the mentioning of one of those eldritch creatures being closeby, both girls shook and scurried closer to Lilly, most likely without even noticing it themselves.

She chuckled and shook her head ever so slightly while they watched the fire spread. How ironic that they came closer to the Witch in an attempt to get away from it.

"This fire consumes everything magic-related, from Magical Girls to Witches. However, it doesn't damage anything else, so we're safe."

While she said it, she patted both girls on the shoulders, Sayaka mostly as to not make it obvious how much she was doting on Madoka. The pinkette was still shaking badly and looked at her fearfully.

"But... aren't you afraid that this Witch attacks us?"

She shrugged and watched the fire spread, illuminating the darkness in a ghostly, purple light. In the direction they had been heading before, a small screeching became audible.

I would never attack you, that's for sure. But I can hardly tell you that, now can I?

Her words were somewhat different from her thoughts: "This is the first Witch I ever saw killing her own kind. She hasn't been hostile up until now, so why should I be afraid? There are exceptionals among humans, too."

With a small laugh, she gently pulled both girls closer to the fire, ignoring that it already engulfed a rather large portion of the ground and started to spread onto the almost liquid darkness in the air.

"While most Magical Girls would cringe at the very thought, I consider this Witch an ally. Nothing but her prey's Grief Seed is left once she's done, she doesn't even claim that."

Both of them were reluctant to follow her, yet they did. Apparently, being in the darkness by themselves felt more threatening to them than walking into a raging fire. As they went into it, Lilly started to feel a pleasant warmth all around herself, just like what she felt when thinking about her love.

Going by them squeezing her hands in surprise, the same happened to Madoka and Sayaka. Lilly chuckled again.

"I told you before, didn't I? This is the safest place in the whole barrier right now because no magic can come in here."

As if on cue, a pained screech could be heard farther away and due to the glints of light the fire gave them, she could see a shadowy silhouette being engulfed by the flames and burned to ash in seconds. At the same moment, their surroundings started to waver and faded out of existence. On the inside, Lilly cursed for being unable to eat the Familiar. On the outside however, she let go of her companions and smiled at them encouragingly. "See? You're safe and sound and the Familiar is dead."

They looked around, then at each other and at Lilly. While they did this, the Witch quickly scanned her surroundings and realised that there was a small group of people walking through the park a bit farther down the road. Thankfully, they were headed in the opposite direction and no one had seen them leave the barrier.

As both of her classmates' eyes were lying on her, she looked at them with a serious expression. "There is one more thing about Witches."

Madoka uttered a surprised "Huh?" while Sayaka nodded slightly, still wearing a plain expression. Maybe the shock still lingered. And now, here came Homulilly's masterpiece: conveying the truth without saying anything. She had learned from the master of this art after all.

"Witches are born by despair and curses while Magical Girls are born from hope and wishes. To keep the balance of those, a Witch is born for every Magical Girl that comes into existence, equaling that girl in terms of power if not exceeding her. So as I said before: don't think about choosing this life. It is only for those who have no other choice. Especially you should be careful, Kaname-san."

As her gaze focussed on her, the pinkette's expression became one of surprise. Of course it did, she always thought she was just average in everything after all.

"Huh? M-Me?"

Lilly sighed and made a dismissive gesture.

"You carry more potential than any other girl in this generation, Homura told me that. Magical Girls can already feel how much power you would have if you ever contracted. And I tell you not to. Because just as I said before, if you do, a Witch just as powerful will be born, most likely strong enough to destroy the whole world."

She shrank back upon hearing this, looking down with a troubled expression. That was, until Lilly placed a hand on her shoulder, having her look up and showing her an encouraging smile. "You don't need to be worried about it. As long as you keep in mind what's at stake, you won't be tricked by anyone and that's enough."

After a moment of consideration, the Witch let go of Madoka's shoulder again. She should be more careful about showing this much familiarity, though it seemed to be appreciated this time around. The pinkette looked a bit better and returned a smile of her own. "Thank you, Yuri-chan. I will keep my eyes open, then."

That smile made her heart race, but she successfully stopped herself from blushing and thereby did a better job in disguising her condition than Sayaka, who stood there with her arms crossed in front of her chest. She still shook slightly and did rather well in hiding it. Unfortunately for her, Lilly was a master of observation and laughed about it on the inside. While she still did that, the blunette said something: "Just who in hell would go to fight this monsters, anyway?"

The Witch chuckled and turned her gaze towards the horizon. "You see, it's not as if you wouldn't get anything out of this."

She knew it without having to look; both girls were listening again.

"A girl that forms the contract with the messenger of magic will get every one wish of her desire fulfilled. In return, this girl has to fight until her life ends."

As she saw the surprised expressions of her companions, she chuckled again. "Sounds strange, huh? You would be surprised how many girls are too stupid to understand the 'fight until you die' part or believe to be heroines of an Anime. Those get crushed within weeks, either by a Witch or a more experienced Magical Girl."

Especially the last part had them open their eyes wide and Madoka almost sputtered a question: "B-But wouldn't it be better to work together if a Witch is so dangerous?"

She received a nod from Lilly, who smirked on the inside. Of course it would be, even when the loot has to be split. But humans are arrogant and stupid. One can survive one of these traits, but both of them combined are deadly.

"Yes, it would be. But Magic is limited. You see", she raised her hand and connected her middle finger and thumb at their tips. "Upon contracting, every Magical Girl is given a Soul Gem of about this size. The more magic is used, the darker the gem gets and once it is completely black, the girl dies. Understood so far?"

Both of them nodded, apparently getting numb towards the mentioning of death by now. Sayaka looked as if she wanted to ask something, but Lilly continued before she could: "The only means to restore the Soul Gem is to purify it with a Grief Seed that absorbs the darkness. I mentioned them a while ago already; a Grief Seed practically is the heart of a Witch and the only thing that remains when she's killed. However, given enough time or used too often for purifying, the Witch can recover and emerge again."

Except for her, of course. Her Witch-heart was her human heart as well, both of them beating together with the stubborness of a human and the eldritch might of her actual kin.

Lilly had made a small pause for them to take the information in, then continued: "Magical Girls keep to their territories and are happy with it. In very rare cases, they join forces to take down larger Witches or work together. However, Grief Seeds are the main reason for their behaviour in almost every case. The more you have in reserve, the safer you are."

A gentle breeze caressed her face and she closed her eyes to savor it, telling herself that this were actually Madoka's hands stroking her. Then, a question of said girl brought her back to reality in an instant. "So Mitakihara is Homura-chan's territory?"

"Mhm... no."

Both of them opened their eyes wide in surprise, but Lilly just shook her head and had her expression return to unreadable. "Tomoe Mami patrols Mitakihara for at least two years now. She's one of the rare cases of a Magical Girl that prefers working with others and since we haven't met Homura on our way, they most likely ran into each other."

Of course they did, she had sensed both of them close to each other. But those two might get suspicious if she told them about her ability to sense magic. At this point, them meeting Mami was unavoidable, so she should be careful about what to tell them lest they might tip off Kyubey.

Anyway, Lilly was hit by a thought, why is everything happening so fast? With this speed in development, they will find out about me being a Witch in just a few more days...

She could not let this happen. Not at all. But right now, the only thing she could do was playing it safe. Telling Madoka had been a necessity as to avoid her being tricked into contracting by Kyubey. With everything she told her today, it was unlikely that Mami could change the pinkette's mind, either. At least not fast enough.

So the only condition that remains...

Walpurgis.

With a sigh, the Witch motioned for her companions to follow her. "Anyway, that was about everything I wanted to tell you today. I'll walk you home just to be sure."

.

. . .

.

Homura wondered how Lilly was doing.

While she did trust her "sister's" capability to keep the other girls safe, she was slightly concerned about how she would act around them.

The time traveler herself had slight problems coping with her feelings for Madoka at times, but Lilly sometimes lacked the resolve she herself held. She caught the Witch looking at pictures of the pinkette with an enraptured expression, snapping out of it not long after starting. However, those short amounts of time where she could not keep herself in control were the most dangerous.

As it was, she just had to trust her on not suddenly jumping Madoka. After all, Tomoe Mami would not easily forgive her for rushing off right now, seeing that they almost reached her apartement. That was what made dealing with her rather difficult: even the slightest dismissal would be taken as a hostile act if not explained well.

"Is something on your mind, Akemi-san?"

She returned to reality and nodded slightly at the blonde that was looking at her with a mixture of concern and curiousity. "Yes. Originally, I wanted to meet up with my sister at the mall. Knowing her, she will be on her way home by now, so I have to make a call once we have some time."

"Ah, of course."

The older girl nodded several times and smiled at her. "You are very considerate about her, then. Though you could have told me earlier and we could have made a short detour."

For a few seconds, they continued to walk in silence. Then Homura gave the only explanation possible in a deadpan manner: "I forgot."

"Oh... I see..."

Her senpai giggled slightly as to cover up the awkward silence, then stopped walking. Scanning her surroundings made the time traveler understand that his was because they had arrived at Mami's apartement. It happened a bit sooner than she expected... or she really lost track of the time.

"We are there."

Homura nodded and waited for the other Magical Girl to open the door, then bowed slightly upon entering her place.

"It is a bit untidy, though. I did not expect a visitor today, but I hope the snacks I have will be to your liking."

It was unlikely that they would not. After all, Tomoe Mami was an excellent baker. The raven-haired girl herself learned a bit from her years ago, but it was nowhere near to what the blonde was capable of when given the right materials.

The apartement itself was just as Homura remembered it: spacious, full of stuffed things, neatly cleaned and with a slight scent of tea-leaves. She was motioned to sit down at the table in the living room while her host quickly prepared some tea and got cake out.

Tomoe Mami... of all of us, you are the most fragile one.

It would be a hard piece of work to have the veteran survive this month, thereby keeping her from discovering Lilly and the truth. If either of those happened, there was almost no chance for her to survive.

As Homura sat there, she tried her best to ignore Kyubey sitting on the table and examining her. Its tail was swishing back and forth as it always did, giving the impression of a cute, small animal to anyone who did not know about what it was.

She, however, did.

'I wonder, Akemi Homura. Why would you go out of your way to stop me from establishing contact with Kaname Madoka?'

The clattering in the kitchen stopped and she could practically see Mami leaning in to listen in front of her mind's eye. Since she could not see her however, she sent the Incubator an icy stare. "I do not approve of your criteria of choosing Magical Girls. All of us who use magic can sense her potential already, so of course you would try. This girl does not deserve a life like ours, though. Therefore, I won't let you get close to her."

'I see. How much exactly do you believe to know, Homura?'

To a human, the darkening look in her eyes would have conveyed everything. Kyubey however did not understand it and got no answer to its question, either. At this point, Mami returned with two plates, each of them holding a slice of cake and a fork.

"I'm sorry, it took a while."

She smiled apologeptically, but Homura merely waved it off. "It did not take that long."

When the cake was placed in front of her, she remembered the cover story she told earlier, so she rose from the table, taking her cellphone out at the same time. "Excuse me for a moment."

"Ah, of course."

Under Mami's observant stare -yes, she noticed it even with her back turned-, she speed-dialed the number of her home. After a few seconds of beeping, a clicking was heard and her own voice greeted her: "This is the Akemi residence, though no one is at home right now. Should you want to leave a message, please do so after the tone."

Just the mailbox. As she heard it, the time traveler sighed and pinched the back of her nose. Then, after the beep, she spoke: "It's me, Homura. I made a detour because I met a senpai of ours, so I will most likely run late. You don't need to wait for me with dinner."

After a moment of consideration, she added something to convey her being an older sister a bit more: "And Yuri: No sweets beforehand."

That was everything. She ended the call and returned to the table, taking her place opposite to Mami again. The blonde looked at her with a lenient smile. "You are not very talkative, are you?"

Homura just cocked an eyebrow and folded her hands in her lap. "Some things just don't need many words. Yuri knows me well enough."

"Hm..."

The older girl pondered what she said for a moment, then shrugged. "If you say so, Akemi-san. Though I really thought you would turn down my invitation, or be a bit more hostile than you turned out to be..."

The remark had her perk up and examine the other girl, but there was no sign of hostility, just some confusion and... she could not really tell. This was an abnormal situation, so even Homura with her knowledge was unable to guess what Tomoe Mami felt at this moment.

"What do you mean?"

"Oh... well, you see... after Kyubey told me that you attacked him, I figured that we wouldn't get along. To be honest, I came after you in the mall to confront you about that, but my opinion of you changed over fighting the Witch."

So that was it. She had not tried to keep herself hidden in this past week, so she had been noticed. Yuri hadn't, though. Otherwise, she would be dead by now. However, another thought came up from the darker parts of her mind: Or are you just that desperate to find friends that you decided to turn a blind eye on it?

Whatever the answer was, Homura nodded and took a piece of the cake. Before she put it into her mouth, she gave a short remark: "As I said, I won't allow him to contract girls as he pleases."

Then, she carefully chewed the delicious food. After swallowing it, she nodded at her host again. "This is really well made."

The compliment had Mami brighten up. It was rather easy to play the other girl once one knew which buttons to push. Which was what she did right now, because even when Lilly emphasized on them having to keep all three girls safe and sane, Homura did not find it in her to care for any of them that much. If it led to her goal, she would do it.

She knew full well what that kind of mindset meant; after all, she was well aware that she lost her humanity long ago and became a monster. However, that was alright. If she could safe Madoka, she would lie as much as was needed, would destroy as many lifes as necessary. All those years back, she would have been afraid of herself for even thinking like that. Now, she just accepted it.

Back then, I still thought of my future, too.

Something she did not have anymore. Securing Madoka's safety was everything she needed to do now. Then, her existence would end for good and a new Witch would be born.

This thought brought her to another question, seeing that her Witch was born already. So what would happen if she witched out now? Would another Homulilly be created?

"Um... Akemi-san?"

As she returned into reality, she saw Mami looking at her somewhat worried. "Are you alright?"

With her mind still partly absent, she nodded. "Yes, I am. I appreciate your concern, though."

She took another piece of cake while watching the blonde doing the same. For whatever reason though, the other girl started to smile upon returning her gaze, thus confusing Homura. It took her a few seconds to understand that she herself started smiling first. The unusual movement of her muscles had not even been a concious one, she just did it.

Maybe it was because of this situation reminding her of happier times. Most likely so. The two Magical Girls sat there, eating cake in silence. It was somewhat peaceful, Homura thought. And it had been a really long time since she had gotten along with Tomoe Mami like this. Even in this timeline before the current one, it had been more of an alliance than anything else.

Maybe... maybe this one smile made her my ally already...

At least for now, until the blonde learned about certain things like Lilly. But for the time being, she could be content with what she achieved. Appeasing this girl at their first meeting was not this easy.

'There is something I would like to ask you, Homura.'

And of course, the rat had to ruin this peaceful moment. At once, her mask slipped back in place and a cold stare was sent at the Incubator. "What is it?"

Normally, she would not have reacted, but she had to keep the illusion of at least tolerating its presence alive. Kyubey tilted its head and continued to stare at her with those soulless eyes. 'About your sister, Akemi Yuri: would you know a reason for her not having any potential at all?'

To that, she cocked an eyebrow. However, it was Mami who voiced her question first: "Is this not normal for people who can not become Magical Girls?"

Now, the creature turned towards the blonde. 'Not at all. While it does matter just how much potential one has to determine their suitability for being Magical Girls, I never encountered a girl without any potential before. This is as much an anomaly as Homura herself. Even those without enough potential to become Magical Girls do have at least some of it.'

"Oh... is that so?"

With that, the other girl sent Homura a questioning glance that had her sigh and shake her head. "I didn't know about this before right now. Yuri has always been Yuri."

"Hm... but this definitely is strange, then. Say, does your sister know about Magical Girls?"

Of course she would ask. The problem was that Homura could only give so many answers without tipping off Kyubey. Should the Incubator inquire further, she would need to lie instead of just saying something that did not contain any information. And then, it would be a real problem if she was found out.

Homura nodded at the question. "She does."

To that, Mami showed worry in her expression, though it was not much. "I guess this is because she is your sister? Normally we wouldn't tell those that can not become Magical Girls, after all."

Another nod from the time traveler while she finished her cake and took a sip from the tea the blonde had prepared without her even noticing. She was definitely spacing out too much as of late.

"Anyway, I do not really mind sharing Mitakihara with you, Akemi-san. The only thing I want to ask of you is to get along with Kyubey."

Apparently, this was her opportunity. She knew full well that Tomoe Mami desperately wanted her to become her partner, yet the other girl was either too polite or too afraid of the answer she would get on a proposal like this. Homura folded her hands in her lap and closed her eyes for a moment, then looked at the older girl again.

"As I said, I can tolerate his presence. Also, I wouldn't mind working with you in the future, if you like."

It took a few seconds until the information clicked, but the process was easily visible from the outside; at first she was utterly surprised over the suggestion, then overflowed with joy to the point that tears formed in the corners of Mami's eyes. However, she wiped them away before giving the time traveler a thoughtful look and a smile.

"Could it be... that you noticed?"

Lying or telling the truth? It was hard to decide. Should she let on about too much, she would lose the sympathy she gained up until now in an instant. But this much could be done and explained easily. So Homura nodded again.

"I did. After all, I have been alone for a long time as well. However, after losing a fair amount of partners before, I decided to work alone for the rest of my life and developed the appropriate mindset. So I imagine that dealing with me might become difficult in the future... I thought you should know this beforehand."

To that, Mami just shook her head and smiled happily. "I don't mind at all. Everyone has their antics, so I'm sure I can get along with yours. I promise I won't fail you, Akemi-san."

That made one.