Before we start, there are a few things I want to talk about. First of all, I have to give my thanks to EpicNinjaGamer, who made me aware of a few problems in this story. As a token of my appreciation for the helpful criticism, I decided to upload this chapter a week early.

Additionally, I changed the formatting in the previous chapters. All thoughts are in italics and people speaking to a character mentally have 'italics and apostrophes' now, just so you know. As I did that, I also took a thorough look at those chapters again, fixed a lot of typos, added one or two passages and also changed the titles of each chapter. All of them are now named by the same pattern.

Very well, that was it from me. Have fun with the chapter.

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Lunch break.

With a heavy sigh, Lilly rose from her chair and went for the cafeteria to get something to eat. Now she had another reason to dislike this place; her most beloved ability was almost useless.

True, she learned a lot about the behaviour of girls her age and memorised everything that was said in class, but she had to realise this: observing and evolving did only work for knowledge about people and everything connected to her own powers. And really now, there was no need to actually create equations or look for a reason within the realm of physics to explain her magic. So how should she even understand English or the like?

Of course, Lilly could replicate and reuse everything they covered in class up to that point, but she was unable to widen her knowledge without getting a detailed explanation. Which, in turn, led to her failing most of the problems she was given... again. At this point, she could feel some people actually being amused at that, their gloating emanating like a disgusting cloud. And she was angry. Really angry. But she kept herself in check.

At least her cold expression stopped people from openly trying to harass her, or maybe it was because no one wanted to get on Homura's bad side. Whatever the reason, Lilly was glad that she was left alone. If someone actually bothered her, she might have committed a murder even if she had to strangle them to get it done.

Once the Witch got her food, she turned and went for the stairway to the roof. As they did the last few days, Madoka, Sayaka and Hitomi would wait for her there. Homura went to eat with Mami as Lilly suggested before. Strengthening the blonde's trust in the other Magical Girl was always a good idea, they just needed to be careful that Kyubey could not turn it upside down with a well-placed revelation.

At a point like this, the Witch really did regret that she could not just link up to Homura. Having no one to talk to just made her more aware of the stench surrounding her. At least her stomach stopped protesting against the constant urge to vomit last afternoon, so she could move a bit easier, although it was still unpleasant. Fortunately, almost no one ate on the roof, so she could take some fresh air up there, even mixed with Madoka's sweet scent. Hitomi and Sayaka did not have that foul a smell, so she could ignore that quite well and be at ease for a while.

As Lilly closed in on the roof however, she noticed a different feeling coming from there: magic.

Seeing that there were still people around, she could not just make a running start. But this did not stop her from increasing her speed somewhat, her steps coming faster than before but made it look more like striding than actual running.

Magic on the roof could mean two things; firstly, Kyubey was there and tried to form contracts. Secondly: Mami and/or Homura had gone up there. All the smelling humans around her made Lilly unable to distinguish, though. She could only tell that there was magic, not of what kind.

Please be Mami and Homura, please be...

The staircase was empty and as the Witch took three steps at once to get up faster while the distracting stench slowly dissipated, although it left a foul taste in her mouth. Once she was on the top floor, she could actually tell what was up there. And stopped.

Apparently, she forgot about the third option, which was 'All of the above'.

Mami seemed to have brought Kyubey with her.

With a feeling of dread, Lilly took a deep breath and went on the last stair. When she opened the door and walked onto the roof, she could see the small group in its center at once; four people sat there, three of them actively chattering and the fourth one looking around. Homura's purple gaze met its equal as the Witch walked towards them with her blank expression in place.

It did not take long for the others to notice her as well and they turned to greet her. Mami even rose to her feet while Lilly noticed Kyubey on her shoulder but let the matter drop for now, seeing that the blonde introduced herself: "We have not met before, but I heard a lot from your sister. It's my pleasure to meet you, Akemi-san."

She was given a warm smile but remained unreadable and bowed her head. "Likewise, Tomoe-senpai. Onee-chan told me about you as well."

At the nickname, her 'sister' rolled her eyes and lowered them to her own food. From the look of it, she had been given some of Mami's lunch.

They stood there a moment longer, then Lilly strode past the blonde and sat down next to Homura so that she was placed between her and Madoka. Mami did the same, apparently not bothered by her behaviour in the slightest. She sat on one end of the group with Hitomi forming the other one, so Sayaka was to Madoka's other hand. The Witch had a good reason to sit where she was, though. If Mami touched her, she would be able to feel the magic within her body. Therefore, it was very fortunate that she did not seem to mind her behaviour.

I guess she got used to people being cold through Homura by now...

But even then, her plan had been destroyed. She did not want to meet the blonde before the start of the next week, so the careful acts of timing she had hoped to use were for naught.

With an inaudible sigh, the Witch started to nibble at her bread and think while the people around her conversed cheerily. The mood was good for them but having Sayaka and Hitomi emanating their humanity right next to her still killed it for Lilly As before, it was not that bad, but not pleasant either. Not after what just happened.

She hid it behind her own blank expression, but at some point, someone would definitely notice that she only ever actually smiled around Madoka or Homura or when she was alone. Everyone else was given an act she could barely hold up.

Right now, keeping her cover had become more important than ever before, too; Tomoe Mami was around and would be in the future, so she could not risk to raise any suspicion at all... especially with Kyubey watching as well.

Even when the Witch only grudgingly accepted it, the Incubator was beyond her. It had far more knowledge and also a level of intelligence on par with hers. It even rivalled her understanding of humans, which was troublesome in its own right.

However, her brooding was interrupted when she felt a hand placed on her shoulder. Looking up, Lilly saw that it was Homura's and the Magical Girl gave her a concerned look. To the side, she could see Mami peek around her 'sister' with a confused expression.

"You really shouldn't space out like this, Yuri."

On her questioning stare, the time traveler just pointed at her hand. She did hold one half in her hand, the other was gone and... her index finger was bleeding?

At the same moment, Lilly became aware of the metallic taste in her mouth and found the conclusion to what happened, though she hoped that she was wrong. Which was why she returned a pleading look to her sister. "Don't tell me..."

"You have."

So Homura understood what she meant and confirmed it; Lilly had been so distracted by her thoughts that she started nibbling at her finger when the remainder of the bread was no longer in direct reach of her teeth. Now the painful throbbing of the small wound made itself noticeable as well and it took quite a portion of her willpower not to wince.

Unfortunately for her, she did not inherit the power to block out pain, only the regenerative abilities. And she could not just regenerate right now, lest both Mami and Kyubey would know what was going on.

However, Sayaka started laughing at her expense while Madoka leaned in concernedly to take a look at her finger. "Let me see, Yuri-chan."

Obediently, the Witch held out the hand and the pinkette took a hold of it as a means of steadying her. The bleeding was not strong, but it did not feel as if it would stop anytime soon. Going by the pain, Lilly had bitten through her own skin and ripped open the flesh below.

Great. Another thing I don't need.

"My, you sure bit deep, Yuri-san", Hitomi added as she had risen to see what happened. The laughing Sayaka aside, the Witch was now the center of attention, much to her dismay. Getting tended to by Madoka was one thing, but this was just... unfitting. It felt off and strange to have people look at her so casually. But right now, there was nothing she could do, seeing that there was neither a way to retreat, nor an excuse to do so.

"Actually", Mami chimed in as she stood next to Hitomi, looking at the well-mannered girl, "a human's jaw is stronger than we think. Technically, we could easily bite off our own fingers, but our sense of self-preservation stops us from doing so, even if we try."

As Hitomi turned towards the older girl with a surprised expression, she placed a hand on her cheek and giggled uncomfortably. "At least, that's what I read about the topic once. So I guess Akemi-san was really distracted by her thoughts."

Lilly grimaced and looked aside as the blonde voiced her statement. Of course she was distracted. She had been thinking about how not to get killed by the madwoman in front of her. And that, Mami was at her very core, even if she was good at playing the confident senpai.

However, she would not say that out loud. Having the blonde as an ally always meant a lot less work to do. And if work could be avoided, Lilly would gladly take the opportunity.

"By any chance, A... Yuri", Sayaka leaned forward with a mischievous smirk, "were you thinking about the person you like?"

This one was unexpected, but it was mostly Madoka sitting in her full view that the Witch could barely control herself. Her cheeks turned pink and she looked away, towards where Homura sat and responded to her stare with a raised eyebrow.

"Oh? So I was right?"

With an obviously acted vicious laugh, the blunette put a hand in front of her mouth as she eyed Lilly. "So? Who is..."

Hitomi got a grasp on Sayaka's ear and pulled slightly before the tomboy could finish. "Be nice, Sayaka-san. It is not right to ask something like this."

"Ow..."

The other girl winced in pain and rubbed her reddening ear, then looked back towards her. However, Lilly barely noticed as she fought down the urge to rip out Sayaka's tongue. That human had nerves to embarass her in front of the person she loved. Keeping it back had tears form in her eyes and her heart started beating faster.

"Yuri...chan?"

She heard Madoka, but the sudden distraction finally tipped the scales and the Witch was unable to stop herself. So instead of replying to the pinkette, she rose to her feet, pushing the smaller girl backwards in the process. With a slight wince, Madoka landed on her rear and looked up in surprise as Lilly turned towards Sayaka, who was just as surprised. Though that changed into something more akin to fear as she saw a burning, murderous gaze directed at her. Hitomi did not even notice as she was busy helping her friend to her feet and Mami could not see it because the angle she stood in was too far off.

The only thing that stopped the Witch right now was her instinct; to actually hurt this girl in front of the blonde meant to expose her magic, which would result in her death.

On the other hand, she did have an enhanced body, so magic might not even be necessary.

Neither of those thoughts was finished, seeing that a hand was placed on her shoulder and she could feel Homura's calm presence all around.

"Calm down."

Hearing this voice call her to reason had Lilly's anger deflate within seconds. Homura was right and they both knew it. If she lost her temper at this point, all the work they did so far would have been in vain. So there was only one thing she could do to end the performance; the Witch took a deep breath, closed her eyes for a moment and sat down. While she sunk back to her place and tried to get her expression under control, her 'sister' turned towards the dumbfounded blunette with a cold stare. "You should refrain from this kind of behaviour around Yuri, Miki Sayaka. Unless you like making enemies, that is."

"I... uh... what just..."

As the tomboy continued to stutter, Lilly pressed her fingers onto her forehead and tried to regain her calm completely. Just why could a being as lowly as this make her angry? It had really been a bad idea to go to school.

"Now, now, this is not the time to fight. I'm sure Miki-san meant no harm", Mami chimed in with a smile as she looked at the girl in question. "Right?"

Sayaka nodded slowly and then looked back at Lilly but did not say anything until Hitomi elbowed her.

"Ow! Uh..."

After a moment, she sighed and bowed her head. "Sorry, Yuri. Didn't mean to make you angry."

The Witch just waved it off and sighed herself, not believing herself for what she was to say: "You could not know, it's fine."

No, it was not fine. It was definitely not. And Homulilly would remember this humiliation.

"Um..."

With a sheepish smile, Madoka scratched the back of her head and sat down next to them again. Now that her mind returned to normal, Lilly realised what she did before and quickly bowed to the pinkette. "Ah, I'm sorry, Madoka-san. I didn't mean to..."

It was waved off with a smile. "It's fine, Yuri-chan. As long as no one picks a fight, I don't mind."

So kind...

Again, she had to fight down the urge to jump the girl in front of her.

Really, this might pose a problem in the future...

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Second Act: Start

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With an inward sigh, Homura walked towards her destination. School was over and Lilly did not kill anyone. With the reaction her 'sister' had at noon however, she might have very well done it. But for the Witch to even act like this...

Just what happened?

At first she looked well and reliable but in a mere two weeks, the Witch revealed herself to be unstable and Homura could not find any reason for this change. Except maybe...

Lilly is me...

Barely anyone could see how broken Akemi Homura actually was, so maybe she just got to know more sides of her 'sister'? Parts that she would not want even herself to see... just like the parts of Homura's conciousness she suppressed and ignored, all the weak thoughts, the sadness and despair. It was there, but she could not give in to it lest she would fall.

However, Lilly did not have this problem. She had all of those emotions the time traveler held but did not need to hide them from herself. In fact, the Witch might feel them constantly which would explain her sudden changes in character.

This was just a hypothesis, though. A good one maybe, but it was definitely not proven.

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

As she was spoken to, Homura sent a glance to the older girl walking next to her. Mami seemed to be in high spirits, most likely because the other girls got along with her so well.

Yet Homura was not feeling well about this anymore. Yes, the group around Madoka did not display the usual suspicion -even when Miki Sayaka sent her more than one wary stare- but to have an unstable Witch amidst them could become a problem. Especially since neither of them believed this stupid blunette to actually listen to reason and not make a contract.

With a sigh, Homura nodded at the blonde. "Yuri has trouble with her temper as of late."

"Ah, I see..."

As she pondered the statement for a moment, the other Magical Girl showed a reassuring smile. "Don't worry about it too much. We are all in a difficult phase of growing up, so that is only natural."

This proved at least one thing, namely that the other girl had no idea Akemi Yuri was not human. A small relief.

"Hm... this might be true, but I will give it some thought later nonetheless."

As she was still talking, the time traveler could feel the bond forming. As it seemed, Lilly needed to tell her something. She did not even waste the time to wait until the connection was fully formed: 'Trouble!'

It was was just one word, but... it did not bode well.

"What kind of trouble?"

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They were sitting at the same bench like the day before. However, the little girl was not there and Lilly would not start looking for her. Madoka was eying her surroundings, obviously searching for Nagisa.

The Witch had her very own problems, being hardly able to keep her stomach from emptying itself. Yesterday had been better but today the room was full of people. Their scent in combination with the overall atmosphere of sickness surrounding the hospital was almost too much for her to take.

Additionally, she had to think about how to act around Sayaka a bit more. After what happened on the school's roof, the blunette looked a lot more cautious when talking to her.

Suspicious... but also... afraid...

Which was not good. Not after what they planned, at least.

She acted far too thoughtless those few hours ago and she knew that. However, Lilly would not allow any human, especially one as lowly as Miki Sayaka, to embarass her in front of her love.

Now, as she wanted to talk to Madoka, two sensations hit her at the very same moment: the scent of hope and magic... and the scent of despair and magic.

So instead of actually saying anything, she just gasped in surprise, thus gaining the pinkette's attention. "Is something wrong, Yuri...chan?"

The honorific came a bit slower when she saw how much the face of the Witch had changed; she normally wore at least a polite smile around the girl she loved, but it became a completely void expression now. Slowly, Lilly answered: "I... have a really bad feeling right now."

Which was not a lie. She did just sense the birth of a Magical Girl and the birth of a Witch.

However, the latter was weak right now and went to sleep for a while until it could hatch with its full power. The Magical Girl was... on the upper floors. She did not know who it was for sure, seeing that it was not a scent she ever smelled before except for the usual slice of magic in it... though she did notice that it was rather weak in comparison to Mami or Homura.

All those facts combined almost proved her theory; Miki Sayaka had been stupid again.

"Um... say, Yuri-chan..."

"Hm?"

However, Madoka's troubled voice had her attention focus on the girl next to her at once. The pinkette was playing with the straps of her bag unconciously while her eyes clearly displayed her uneasiness. "This white animal on Mami-san's shoulder... it talked to me..."

Now Lilly's eyes widened slightly but she refrained from asking questions. Instead, she nodded and motioned for the other girl to continue.

"But... when he asked me about the contract, I told him no..."

Madoka started to relax as Lilly's expression returned to normal, a gust of relief floating through the Witch. At least the person she actually wanted to save listened to reason, although that might change quickly, seeing that they already failed on their first objective. Far faster than expected, that was.

"You did the right thing then, Madoka-san. It's better this way, trust me."

They had to keep some secrecy after all, seeing that they were still surrounded by people. At least the sweet scent of the girl next to her blocked out the rest ever so slightly so that Lilly could think clearly. With a sigh, she created the bond and called Homura.

"Trouble!"

Before it was even completely formed, she already sent this one word. It would reach her 'sister' and she would know just how dire the situation was.

However, the answer took a few seconds:

'What kind of trouble?'

Yes, there was definitely some dread in the Magical Girl's voice, so she should have an idea of what was going. But even then, Lilly summarised what she learned and what happened: "First things first: Kyubey established contact with Madoka on the roof, but we already expected that. Also: The Witch of Sweets hatched, but i don't know her name yet. She went to sleep the moment she was born and all those humans block out most of her scent. And, of course... just a minute ago, I felt someone contract with Kyubey."

Silence filled her mind for quite a while and Madoka was answering a message on her phone, so there was nothing to do except waiting. At least she did not ask her about what happened on the roof before, maybe she just took it as a quirk of hers not to like speaking about that particular topic.

'Could it have been the girl that witched out?'

Of course, she forgot to tell her 'sister' why that could not be.

"I wish she was, but that can't be. Both the Witch and the Magical Girl were created at almost the same moment. There is always at least some time between those two stages, so it has to be someone else... do you need to hear my guess?"

'No, we probably guessed the same. Tell Madoka to call me so that I have a reason to come there.'

Homura was not stupid after all, especially when she saw Miki Sayaka contracting so often and the suggestion she made was a good one, so Lilly turned to the pinkette just as she pressed the sending-button.

"Madoka-san?"

"Hm?"

With a curious noise, the other girl turned towards the Witch who in turn felt a bit stupid to have to ask for something like this. "May I ask you for a favour?"

Now she had the full attention of the human, so she quickly elaborated: "Could you call Homura and ask her to come over here? I think that she hasn't checked the hospital for a while, so there might be something here."

"Oh... um... of course. Just give me a moment, Yuri-chan."

With a slight nod, the Witch leaned back in her chair and sighed inwardly. This went better than expected, especially when it was common sense to get a cellphone of her own as fast as possible. In cases like this one, this even seemed like a good idea. However, buying one would mean to further decrease their budget, which she could not afford.

Homulilly was a hungry Witch, after all. And a picky one as well.

Now that she thought about it, human food was one of the upsides of this situation. Humans tasted disgusting and with her actual body, there was little else she could eat. So next to the chance of being with Madoka and Homura, this was the third positive aspect she found with this life. Though she was still unsure whether it outweighed all the downsides or not.

"H-Hello, Homura-chan?"

Ah, she started. With a quick glance, Lilly checked the slightly flustered pinkette. From the look of it, she did not feel very comfortable to call someone she barely knew, even when the two had gotten along rather -rather- well a few hours ago.

"Um... you see... Yuri-chan said... um... she... suggested that we should meet here."

Mentally, the Witch applauded for the interesting phrasing. No one would get any weird ideas from hearing this.

"Ah, yes, that's the reason. Thank you very much, Homura-chan... um... see you soon..."

After a few more moments, the pinkette lowered her phone and looked down on it, then back at Lilly. "She said she will be here soon."

The response came with a smirk: "That is good to hear."

Which it was indeed, even when it was definitely not surprising. Lilly felt the jump in her 'sister's' emotions the moment she talked to Madoka. It was really strange to be able to see through her so easily, but this seemed to be a side-effect of being connected all the time. In fact, the Witch did not mind one bit. They were the same anyway, so what did it matter?

'It will take about fifteen minutes until Tomoe and I arrive. I have to slow down so that she can follow.'

That sounded even better. She expected them to need at least half an hour, which meant that Miki had far less time to do something stupid.

"Alright. Though... What do we do with the idiot? Have Mami take her under her wing?"

At least this was the most logical idea there was right now. But even then, her question was pondered for a while, seeing that it took more than a minute before she got a response. 'I doubt that there is a better option at this moment. But we have to make sure that she can't influence Madoka.'

So they got to the same solution. However, the last part had Lilly send the mental equivalent to a smirk. "Then be nice to her. I'm sure she will listen to you at this point."

There was no answer, so Lilly dropped the matter as well and closed the bond. They could talk in person very soon anyway.