With a growl, Lilly sat up and looked around. It was still dark and the clock showed that it was a few minutes past four.

She had woken up from nothing. Or did she just missed the memory of what woke her? Did she have nightmares without remembering any of it?

With a sigh, the Witch looked down at the silhouette next to her. Homura was sleeping peacefully, another rarity. On most nights, she started thrashing around at some point and this was about the only evidence of the nightmares of the past haunting her.

I really should get some more sleep... but...

With another sigh, Lilly got to her feet and went for the kitchen with the light tapping of her feet on the floor being the only noise around. It was not directly cold, but definitely chilly although that might also be because she decided not to wear clothes as she slept. The only thing flowing around her bare figure was her hair as it gently tickled her skin.

She was hungry once again.

While the human-shaped Witch pillaged the fridge, she also thought about this habit of hers. In eating all of this food these past two weeks, she barely gained as much energy as she would have from eating four to five human souls. Was this really worth it? Or should she just get over her pride and go to hunt these lowly creatures?

Then again, what would Madoka think of her if she ever learned of it? No, this was definitely no good.

With a few pieces of ham in her hands, she closed the fridge and took a seat at the table in the living room, shuddering when the cold chair touched her bare skin. She dismissed the feeling.

Darkness crept through her head at this time of the night, but she still liked this a lot more than daytime. It was now that she felt safe, with no need to be careful or to hide herself. The dark veiled her very being and made her feel at ease even when the sound of her chewing echoed in the empty kitchen, at least for her.

However, her contentment did not last for long; once she was actually awake, her mind started to work faster while she nibbled on her snack. All the events of this last day came rattling through it, being analysed and thought about. Had she really done the right thing in involving those two?

With every passing day, Lilly's doubts increased. Maybe Homura was right and it was impossible to stop Madoka from contracting?

Thinking about the gentle pinkette had her stop chewing and pause, watching the clouded sky through the window, taking in the sight of this vast realm that was beyond her reach. The stars were interesting to many, but everything beyond Earth was merely a concept or a distant idea to her. She was Mortal World's Witch, what should she care about other worlds?

But even then, she could feel her heart beating steadily, sensed the silence of the night. Lilly was alive and yet she felt more as if she was dead.

As she looked down at her hands, one of them still holding some meat, the Witch understood something; her kin was not made for this kind of body. It was too small, too... permanent. Her power was limited and her Grief Seed a part of this organism... it was not created because of a new rule in this universe but because an existing rule had been broken... or maybe someone cheated around it?

I see...

In these two weeks that passed now, she understood something rather well: she did not like this body and if she could, she would exchange it for her actual appearance at any time.

Yes, Homulilly longed for her own body, not this copy she had. Because it was Homura's though, she could at least bear with it. Homura and Madoka, those were the only humans she could accept as her equals.

But then again, why was she lying to the girl who's body she had? Why could she not tell her that she was afraid? Afraid of being found out, afraid of having to fight... afraid of dying.

It was easy to kill other Witches. Her flames reacted to magic alone and their barriers consisted of just that. So once it was around them and they could not escape or put it out, they were done for.

However, a Magical Girl could easily evade her or get the fire extinguished before it did substantial damage. She could not even stop time and spray fire on the girl until she would definitely die from the amount, seeing that those flames alone were not influenced by her time magic. Since it died off rather quickly if not sprayed on something it could actually burn, there was no way to accumulate the flames around an opponent.

So in other words: she was almost helpless against Magical Girls even when she could kill Witches without any effort.

As the last piece of meat vanished in her mouth, the Witch remained still like a statue and continued to think. She tried to do so at least, but her mind was filled with silence as she spaced out for a while, contemplating her very being and the implications it held.

Then however, she jolted out of this state again when something moist fell on her hands. Lilly looked down with a start but was unable to see what it was. So instead she raised her hand and carefully licked off whatever it was.

Salty. And... sadness.

Confused, the Witch touched her cheeks and felt the same wetness there, became aware of the moisture in her eyes. Just when did she start to cry?

It did not matter, she decided. No one could see her, so it was okay. She just let the tears flow and sobbed a few times, realising what this meant after a while; she was a Witch, a being of despair, sadness and everything related. She was Akemi Homura's Witch, holding on to her memories.

Her kin usually lamented something they could not actually remember, only very few shades of what once was. Lilly however understood just what exactly she was crying about, to having witnessed so many cruel deaths, having her hope broken time and time again...

She could never tell Homura about this... no, she must not. If she did, the Magical Girl might fall at last and then there was no one that could protect Madoka. Lilly was definitely not capable to do that. She could hide the pinkette or help her hiding, but that was the only thing she was really good at.

She was too weak to protect her. And too tainted to watch over her.

This... is my life really a cycle? Why am I useless again?!

The tears stopped, even when they had already run down her upper body and marked their trails down towards her belly button. The sadness slowly gave place to seething anger and her heart started to beat faster while she clenched her hands to fists.

Lilly could barely stop her Grief Seed from releasing magic. It would feel so good to just let loose and break everything around herself, turning the whole room into a ruin. No, not just this room... she should make the whole world a ruin.

But then again, what would come of it? This world was more interesting as it was and anyway, this was below her. She was Mortal World's Witch, so she would not indulge in such an unfitting behaviour.

But even when Lilly repeated this over and over in her head, the urge to just scream at the universe in general, thrash out against it and destroy everything was strong. It was a part of her nature, the most general principle she inherited from humans: violence solves problems.

Of course she was aware that it also created them, but reason was hardly capable to keep up against this storm of emotion surging through the Witch. Wimpering, she slumped over the table and remained like this, her cheek and chest pressed at the cold surface and her eyes closed, with her arms forming a protective circle around her.

Why am I alive?

She felt an itch in one of her index fingers, but at this point, Lilly just wanted to faint to get away from this awful state. A small part of her was embarassed about her bevahiour, but she could not take this any longer.

Like that, she remained and shifted into a state that was neither awake nor asleep. For a while, she just was.

.

. . .

.

When Homura awoke, she noticed that something was amiss, but could not put her finger on what it was just yet.

As she rubbed the sleep out of her eyes and looked to where Lilly should be, she just saw empty space and it clicked in her mind; the warmth of the Witch's body had been missing.

But what happened then? Her 'sister' woke up around the same time as she did herself every day and even if she got up sooner this time, she would be somewhere in sight or do something the Magical Girl could hear. However, neither of those was the case; Lilly was nowhere to be seen and it was completely silent.

With a sudden feeling of dread, Homura threw back the blanket and jumped out of bed, landing on the floor with a light tapping of her feet. The cold tiles tickled her feet, but she ignored that and quickly went to check the other rooms. If Lilly was not here, there could be a problem.

However, she quickly found the Witch sleeping at the table in the living room, looking as if she worked on something before she fell asleep.

But there were no notes or anything else, so she might just have sat there for a while.

With a sigh, the time traveler moved to wake up her 'sister', thereby ignoring her state of nudity. This Witch either knew no shame or did not care as long as it was just Homura around. The second option was probably right.

When she closed in on the sleeping girl however, an unexpected stench hit her nose: the metallic scent of blood, mixed with something else.

Just what...

She quickly went around Lilly, already expecting a puddle of blood she could not see before. But why should this Witch commit suicide?

As Homura realised that there was no reason, she already saw that her 'sister' was not harmed, either. For a moment, the time traveler chided herself for being so jumpy this morning. Then she examined closer and found the reason for the smell: a small puddle actually had formed, though it was centered around her right index finger and looked more black than red. Additionally, it smelled awful... but there was no visible cause; Lilly's finger was alright, so where did that come from?

With an inaudible sigh, she started to shake the Witch awake carefully, putting her hands on those bare shoulders. The skin was soft and rather cold, so she might be lying here for a while now.

"Lilly? Wake up, it's morning."

After a few seconds, the girl started to move with a groan. "Wh-... Homu..ra?"

Her head rose and sleepy eyes looked at the Magical Girl, not yet understanding anything. However, when her 'sister' returned her gaze, she could see the trails of tears on her cheeks. Lilly's hair had hidden them before. The sight put Homura off and filled her with some worry as well, seeing that had she definitely not expected that.

Lilly cried... why?

At first she wanted to ask about the reason but before she did, she pondered whether it was a good idea to do so. The Witch might not want to be questioned about this, but in that case, Homura needed to know. No, that was not it... she wanted to know because if there was something that could make her Witch crack up, it could come to her at any time as well. And this definitely was the only reason.

"What happened, Lilly?"

"Huuh?"

Slowly, the other girl straightened her upper body and stretched herself with another groan, then rubbed her back with a pained expression. After that she returned her gaze to Homura with a quizzical note.

"What do you mean?"

She was still half asleep, so Homura did not hold it against her to be a bit slow right now. "You've been crying last night."

As she said that, Lilly's head perked up in surprise and something akin to... horror? Then she quickly rubbed her eyes and cheeks but stopped after a few seconds with a sad smile. "Ah, I guess I can't lie about that right now..."

Upon seeing the time traveler's inquisitive look, she sighed and leaned back, apparently not caring that she was still naked even when Homura saw the goosebumps on her skin. "I... think I had a breakdown. Thought too much, I guess."

This statement made the Magical Girl suspicious. Her 'sister' was not honest with her, she could tell that by now. Or rather... Lilly did not tell her everything.

Unfortunately for her 'sister', Homura's interest had awoken and she wanted to learn more about this human-shaped Witch, so instead of backing down and accepting the explanation, she inquired further: "What did you think about, then?"

Lilly eyed her for a few seconds with a measuring look, then lowered her head and pressed her arms against her body as a means to gain warmth. The sudden display of weakness was a bit confusing.

"I realised how vulnerable I actually am. I couldn't even defeat Miki if it came to a fight... and don't say that I'm underestimating myself. It's the exact opposite: I overestimated myself the whole time. Last night, I finally understood."

Lilly had bowed her head now, with dull, purple eyes hidden behind a layer of black hair and her hands clasped together in front of her chest. She stopped Homura from replying before the Magical Girl could even say a word.

"I am a strong Witch, but I have none of the powers I needed to actually fight anything but Witches. The only thing I can kill is my own kin..."

After a few more seconds, Lilly straightened up again and her voice stopped shaking at once. "However... I think I can get stronger. Strong enough to be of use."

She knew that look very well. Lilly's moment of weakness was over and her mind was steeled once again. Inwardly, Homura sighed in relief and nodded, a small smile adorning her lips. "You already are, but if it is your wish to grow stronger, you may do so."

This being that was her held strength that even the time traveler herself did not have. However, it was a relief to see that she also still had some spark of humanity left within this black heart of hers.

Now it was for the Witch to sigh and rise to her feet. "Sorry for the scene. I really didn't expect to fall asleep here... and now my back hurts."

She rubbed the spot again, then shook her head and went for their bedroom. "I'm going to get dressed. Give me a moment."

"Take your time."

As Lilly was out of sight, Homura went to making breakfast. It had been a long time since she actually did that, seeing that there was no time for it in any other loop after the third one. The time traveler was solely concentrated on keeping Madoka safe, ignoring her own body except for the most existencial needs. This time however, a Witch had taken up the task of protecting the gentle pinkette from both her own kin and Kyubey. Since Lilly did so well, there was no need for them to observe the Kaname-residence all the time. They kept a close eye on it a few times per day, but this was easier as well because they were two instead of just one. Homura was content about the near future for a change.

So as the toast was slowly getting brown and the Magical Girl placed the dishes on the table, Akemi Yuri emerged from their room, neatly dressed in her school uniform and without any signs of her previous episode left. The only thing she was missing right now was her ponytail, but that was no problem. They knew who they were, after all.

"Good morning, Onee-chan!"

With a mischievous smile, her 'sister' sat down at the table and watched Homura watching the food. As the latter's back was turned her way, the time traveler could not see her Witch's face. However, she did not need to to hear her sudden seriousness: "We have a Thursday, so I'm going to Kazamino tomorrow."

This made her pause for a moment, thinking about what Lilly just said; going to Kazamino meant establishing contact with Sakura Kyoko, but she was not really surprised. In the loops before except for the last one, the pragmatic redhead had been the only ally she actually had, mostly because both of them did not mind the respective other's habits. On the other hand... the Witch thought about a plan at least two or three days in advance, so why the sudden rush?

"Do you suspect something to happen tomorrow?"

Homura did not even turn around. She kept watching the toast to put it on the platter at a good moment, so once again, she could only hear Lilly's voice but not see her expression. "Not really, but I don't know when I will be back, so I don't want to do that when we have school the next day."

A light nod was given to the explanation, though the Witch would most likely not see it.

"I see. What business do you want to have with Sakura Kyoko?"

As the toast was done, Homura took the platter she put it on and carried it towards the table, taking a seat opposite to Lilly, who looked at the bread in thought. "She is pragmatic enough not to slice me up the moment I tell her that I'm a Witch. I think I can cut a deal with her to get some space in Kazamino to train. Though... you would have to take over Madoka and Miki for me, then."

As they both started eating, the Magical Girl shrugged and answered after swallowing her mouthful: "I have no problem with that, though it would mean to introduce them to Tomoe Mami."

Which she was not sure was a good idea. The blonde might try to recruit those two, even when Homura intervened in her judgement.

However, Lilly just waved it off. "It will be fine, really. As I said before: they're far too scared to actually consider contracting... but again, that Kamijou-boy will pose a problem."

"Unfortunately, there is nothing we can do about it. Except if we find a way to heal him without Miki Sayaka contracting."

"True..."

Now both of them remained silent and ate, with the Witch wolfing down about thrice as much as the Magical Girl. Which was not that much altogether, seeing that Homura was not really hungry.

.

. . .

.

Once they were finished, the Akemi-'twins' headed out to school. Lilly still had to chuckle inwardly at the stares they got for walking in synch with the same stony expression. However, she was also thinking about how to approach Kyoko. A single mistake could kill her after all. Fortunately for her though, it was not this easy to make mistakes around the pragmatic redhead. She was a bit more lenient about those things than Mami which was rather ironic, considering that the blonde was supposed to be far more level-headed.

However, the situation could definitely be worse. After all, Madoka's wish might have made her a catgirl instead of a regular human... or the government could have abducted Homura.

Though... how would they manage to restrain her 'sister'? She would simply blast them into oblivion if something like this ever happened. In fact, those thoughts were useless. Lilly reminded herself that it was generally not good to think about scenarios as unlikely as these. Maybe this was her madness speaking from the back of her mind? It might very well be, considering that this part of hers was still present.

The way to school was quiet except for a few birds that flew by and the wind stroking the trees around them. Their minds were not connected either, seeing that there was nothing to say right now.

Actually, Lilly liked the atmosphere even when it did not even come close to the night. That was why she took in a deep breath and continued walking, her expression becoming a bit brighter.

Once they started closing in on Mitakihara Middle School though, they passed a few students on their way. The closer they got the more they saw, Lilly even recognized a few of their classmates without recalling their names. They were utterly unimportant, so she did not make the effort to memorise those.

However, another problem imposed itself rather soon; the more people were around, the worse the stench of disgusting human emotions got. It was still bearable, seeing that most of the students at this school had not yet become as awful smelling as most adults did.

They got looks now as well, but this time it should be mostly due to them being transfer students. However, she did notice some boys looking with a different kind of interest emanating from them. Too bad that neither of the two had any intention of pursuing romance... and too bad for Homura that Lilly did not care for that in her schemes.

Speaking of that, the Witch was unable to spot the girl she actually wanted to see. Either Madoka was already there or late.

"Homura-chan! Yuri-chan!"

Or right behind her.

Both girls turned around at the call just to see the pinkette coming their way with Sayaka and Hitomi following suit. The blunette looked at them with a mixture of suspicion and relief while the green-haired girl just wore a polite smile and bowed once the other group was close enough. "My, what a coincidence. Good morning..."

She paused, but did not continue. Lilly exchanged a glance with Homura and shrugged at the knowledge that the well-mannered girl did not know how to adress them. Her 'sister' returned the bow and so did she.

""Good morning.""

They just stood there for a moment. Then Lilly sighed and turned back the way they were headed. "Let's get this over with, then."

A moment later, she chided herself for letting her true thoughts spark through so easily. That was fine around Homura because they were the same being. Around others, though...

However, the regular humans got moving as well, so she discarded that. It was fine to be honest once in a while, especially when it was about trivial things. As long as she did not spill her actual affiliation accidentally, everything was fine.

"I can understand that it is hard for you after being out of school for so long, but I am sure that you will get the hang of it soon enough."

Still showing this smile, Hitomi tried her best to cheer Lilly up, who regarded the effort with a smirk of her own. Of course, the other girl had only seen her failing so far. But the Witch was ready, though she could not just start acing everything.

Nonetheless, she shook her head. "I appreciate your words, Shizuki-san."

She left out the part that she meant something else. The other girls did not need to know that Lilly was thirsting for knowledge this school could not provide. Coming here would only take away a lot of time she might have used better otherwise.

But there was no helping it. At first, the Witch had been curious about how school was, seeing that she apparently lost all the memories of that place. Now however, she could not stay absent without damaging her own reputation... which she needed at least because of Madoka. After all, the pinkette might not stop talking to her, but her own reputation would drop as well in that case. Which was something she would not allow to happen.

"I know what you mean, Akemi", Sayaka chimed in with a pained expression while clinging to Madoka's arm, though that action almost had Lilly snap. "I don't get all that stuff..."

The smaller girl did not even try to wiggle away from her friend while Hitomi started chiding her with a raised finger: "You should not be this laid-back about your education, Sayaka-san! I am sure that if you actually tried, you would get it done!"

After a moment of consideration, her gaze went towards Homura and Lilly could practically hear her thoughts about asking her 'sister' for help. However, she did not because they were practically Witch sighed and shook her head. It was a real shame that she could not just show her adaptive power. "Whatever. Oh, besides", she turned towards Sayaka and Madoka, who looked right back at her, "I can't hang out with you tomorrow. There are some things I have to get done."

Now their expressions changed, but the blunette was the only surprised one. Madoka looked more accepting instead of anything else. "Ah, of course. We can't horde your time, after all."

Of course she could. If this sweet girl actually asked her not to go, she would stay without a second thought. However, at some point, Lilly was glad that Madoka did not know about her influence lest she would stop her from preparations unknowingly.

"Um... sure. Good luck with whatever it is."

They reached the school while everyone was silent after Sayaka's last words. Since they were all in the same class, there was no need to separate and the small group got a few stares on its way, again mostly because of the transfer students. But no one bothered them, neither when they changed their shoes nor when they continued down the hallway.

As they closed in on their destination, the Witch sighed again and stopped moving her right arm as to have her bag in place instead of swinging around. "You know... just call me Yuri. It's way too confusing when you call both of us by our last name. Homura barely cares about how you refer to her, either."

She was not sure whether it was the right thing to do, but it was more convenient that way. Additionally, it might built some trust between them... which was a necessity.

Now both Hitomi and Sayaka looked at her in surprise, then at each other and Homura. The blunette just shrugged while her well-mannered friend put a finger on her chin. "If you insist... then in exchange, please call me Hitomi as well, Yuri-san."

"Ah, me too!", the pinkette chimed in, looking at the 'twins' with something that resembled courage. "You always call me by my last name or both, so please, just call me Madoka."

Before either of them could say anything, Sayaka raised her hands in a lenient manner. "Oh well, I guess it can't be helped then."

Lilly and her 'sister' exchanged a glance and sighed in unison, then the Magical Girl nodded and the Witch smirked. "Very well then."
This would be a really interesting loop indeed...