At least she got to eat the blackness from Homura's Soul Gem afterwards.

The remainder of the day had mostly been training for the idiot so Lilly went somewhere else with her 'sister' and Madoka. There was no need to worry about the blunette being alone with Mami now, seeing that all hope was lost for her so no harm was done with that anymore. Unfortunately though, it would be harder to keep Madoka safe.

Lilly put that to the back of her mind as she looked out of the window. She was by herself and the bus was mostly empty while Kazamino was already in sight, a quiet little town not as modern as Mitakihara and also smaller.

This is where Sakura Kyoko lives...

If she was honest, Mortal World's Witch was afraid. Just a small bit but still... this girl was pragmatic and preferred to disregard morals when it would give her something so all she needed to do was bring her to listen. Once Lilly could cut a deal with the redhead, she won.

But what could I offer...

The general idea was to get the Magical Girl to accept the human-shaped Witch roaming her territory, killing off some Familiars and Witches while testing and training her abilities. There were a few things she could give but the most valuable one -constantly cleaning the redhead's Soul Gem- would be rejected anyway so there was no need to even bring it up. Therefore, Lilly would go with offering the Grief Seeds the other Witches dropped even when she would prefer to eat those. At least there were other things she could stuff her stomach with. For example could she eat every minion in their barriers first. That might take some time but she got something out of it... although that might go faster if she had her actual size and mouth but there was no time to complain.

As the bus stopped at the outskirts of Kazamino, Lilly got out and stretched slightly. It had been fifty minutes of sitting in there and there had at least been almost no one else taking this route at nine in the morning. She skipped school but barely cared for that. All those people that needed to know -namely Madoka and Homura- had been told about her detour so it was fine. Should someone ask about her whereabouts, her 'sister' would cover for her.

There were a few Familiars nearby but little did she... no, actually, one of them was rather interesting; it already killed a few people and emanated an almost witchlike scent, so it was not far away from becoming one. Which in turn meant that Sakura Kyoko was bound to appear to take it down soon.

Although the redhead might be somewhere else at this moment. There were half a dozen magical presences around her within five hundred meters alone and several more in the distance, so it was hard to pinpoint the one that was different especially because Magical Girl's had a rather thin personal aura.

So for now, Lilly started to walk a way straight towards the center of town, looking for anything the girl she was searching might be interested in.

Food and the arcade... not that much to look into...

But even then, she continued to worry. Revealing her nature was always a risk especially since Kyubey could be around the next corner.

Also, Lilly realised something else: with so many magical presences around that overshadowed the reek of humans, she could breath a little bit easier than she normally would. Normally, a being got used to smells they were taking in constantly at some point but unfortunately, this did not work for her. For whatever reason this was, the disgusting scent would never become any weaker to her senses, constantly stimulating her stomach to empty itself. Another reason why she decided to take some of the smaller alleys.

Those were also a bit darker so she felt better within them anyway. Lilly was still trying to disinguish the Magical Girl but also avoiding those alleyways that smelled with filthy emotions of greed or lust or the like, indicating that there were ambushes for inattentive passengers. Of course those would be no problem to her but she preferred not to get in trouble at all.

Yes, she had enough strength in her body to kill human adults but getting injured if they carried weapons was not a good idea. Additionally, someone might find the bodies or watch her killing them off, so that was no good.

Though... she should try out whether it was actually a good idea to eat a human soul sometime soon. Maybe it just smelled disgusting but tasted acceptable. Since she was far away, Madoka would never learn about that.

Since this was her only reason for not killing humans in the first place, there was nothing against it here, although there had been none to do it before, either; her desire to eat them was nonexistent, mostly because of the disgusting smell.

As Lilly pondered what to do about this, she could sense a Witch disappearing closeby and started to cheer inwardly. There she had a lead; Sakura Kyoko was on the hunt.

With a quick glance around, the human-shaped Witch made sure that no one was watching before making a running start towards the place, hoping that the girl she searched for was not in a hurry. If she got away before Lilly arrived, it would be hard to actually find out what scent was hers so that she could follow the trace.

In retrospect, dashing through a small alley was not the best idea, seeing that she ran into someone head-first as she rounded a corner.

""Ow!""

She ran with enough speed to make the person she hit stumble backwards and fall to the ground with the Witch landing on top of her.

New rule: no more running.

As she rubbed her head and sat up, she noticed something. Something that had her look down with a certain amount of dread; a source of magic was right under her.

And indeed there was a redhead lying in seedy clothes, staring up at her both in surprise and shock, the latter most likely because her Soul Gem was emanating a strong red light that indicated a Witch nearby. Which was true, seeing that one was sitting right on top of her.

They looked at each other for another moment, then Lilly rose to her feet and took a step back so that the other girl could get up as well. The Witch was still rubbing her head as she looked over this Magical Girl. A social outcast that just did about everything to get through life her own way... the last part was familiar to her.

"What the hell?"

She was still stared at but those hard, red eyes were narrowed now and going by her posture, the other girl was only seconds from transforming even though her Soul Gem stopped shining.

"Uh... at least... I found you."

Her exasperated tone had the redhead give her another sharp look. "You're looking for me?"

She nodded and stopped rubbing her head. It was still pulsing a bit but she felt better already. "I... have a proposal to make to you, Sakura Kyoko."

As she called her name, the other girl advanced a step and started to smirk. But not the kind Lilly liked, more the kind that she displayed herself on rare occasions. "A proposal, eh? What if I tell you to get lost because I don't care?"

Now it was for the Witch to smirk. She did not know defense, only offense. Therefore, she headed forward. "You won't without at least listening. Because you are well aware that your knowledge is limited so there might be something that is actually useful to you in my possession."

Much to her amazement, the redhead did not even cock an eyebrow upon receiving the same look she displayed herself. This girl was of a far different kind than Miki Sayaka, that much was for sure. Also, her smirk started to become at least less dangerous. "You're smarter than I thought but I don't like how much you know."

To that, Lilly just flicked her hair and sighed. "Knowledge is a powerful weapon, you know? That's why I try to get as much of it as possible. However, I haven't come here to exchange pleasantries. Good thing you aren't one for that, either."

She was eyed warily but barely cared for it. Instead, she motioned for the way she had come from. "Would you mind walking with me for a moment? There's a fed up Familiar this way so you might want to check on it."

Another look but the other girl started moving and so did Lilly. The initial contact went better than expected, even though it did not happen as expected. At least there was no need to flee.

"Don't get any wrong ideas. I'm just listening to what you've got to say and then you leave my territory."

A sideway glance was cast to the Magical Girl before the Witch nodded and shrugged. "Whatever. I have no need to be here when I won't get that agreement. And since I'm sure you thought about that: killing me is impossible for you, so don't even think about taking my Grief Seed."

As she voiced that with the kind indifferent tone others might use for chit-chat, the other girl stopped dead in her tracks and stared at her wide-eyed which made her cock an eyebrow. "Why are you acting so surprised now? You could sense it before."

Maybe she figured that it was just reacting to being so close to another Magical Girl... or that she just imagined the glow for some reason. Whatever it was, the other girl was at a loss for words so Lilly just sighed and added a short explanation. "While I am a Witch, I have no interest in this place or the people. Don't ask why I'm in a human body, that's my own problem."

Another wary glare from Kyoko but nothing more. The redhead continued to walk and shook her head. "That's really not my day... how did you even find me?"

The Witch just snickered humourlessly and pointed at her forehead. "I can sense magic, though you were hard to find among all the Familiars since Magical Girls are not that easy to locate. Good thing you killed off one of the Witches around so I knew where to look."

The other girl apparently stopped wondering by now and started to simply take everything afterwards as it came.

"So you're telling me that you know exactly where Witches and Familiars are?"

Lilly sighed and nodded while looking sideways to her current companion. "Not exactly, but I can pinpoint them well enough. For example... there are currently seven Familiars and a Witch within five hundred meters of us... wait... that have been eight Familiars a few minutes ago. I guess the fed one ate another human."

The redhead smirked about her casual tone and held out her Soul Gem that started to glow slightly. "Yeah, I can feel that one."

Then her eyes became harder and she looked back at the raven-haired girl suspiciously.

"But back to business; what do you want?"

The Witch took a few more steps in silence, pondering whether she should just say it up front. But then again, this was one of the most forward people she knew of so there would be no problem with being honest. At least none she would not get otherwise as well. For this reason, Lilly just sighed. "I want to hunt in Kazamino."

As she heard that, Kyoko stopped again and measured her for a moment. It became more of a glare once she added "Witches and Familiars, that is".

It was to be expected. This girl was a loner and a good example for a strong Magical Girl; independent from everyone and only looking out for herself. However, that could be used against her.

"As if I'd let a Witch go kill my prey. Magical Girls are the top of the food chain and you better know your place."

Not the best of threats but she could not know that. Although Lilly could make her point easily, which was why she just raised an eyebrow as she replied to the redhead: "Do you happen to have a used up Grief Seed? You don't need it anymore so there's no problem in giving it to me."

She got another glare but ultimately, Kyoko complied and threw a pulsating object at her. She catched the heart of her fellow Witch and looked at it for a moment, then back at the Magical Girl that was eyeing her.

"You mentioned the food chain. So... I guess humans are weak, so they are eaten by my kin. Then you Magical Girls come in and eat us. Correct?"

A nod and a smirk. "So you do kn..."

The sentence would never be finished. Kyoko stared in shock as Lilly just broke one of the metal bars out of the Grief Seed and put it in her mouth. Crunching noises could be heard as she chewed it, savoring the wonderful taste. Once she swallowed that part, she looked down at her new snack. "You know, those things are actually delicious but no one could appreciate them like I do. The metal is crunchy and full of dark thoughts, a bit angry."

She continued tearing the exterior apart, ripped off the tip and bottom and ate those as well until the only thing left in her hand was the black core of the Seed. Kyoko still gawked at her as Lilly smirked herself. "But the core always has a unique flavour. This one smells like sadness and hatred, but it's actually..."

Gingerly, she put that part into her mouth and cracked it open with her teeth. The piercing scream of the dying Witch was ignored. She was the only one that could hear it, anyway.

With a happy expression, Lilly chewed away on the delicacy and finished her statement once she was done: "It's actually more of despair with a tinge of lust."

She resisted the urge to lick her fingers since there was nothing left on them. It was tempting to try, though. Also, the energy she just consumed made her feel warm and tingly while Kyoko's Soul Gem started to glow stronger for a moment until she stored the power in her own Grief Seed, her presence vanishing from the other girl's senses again.

"I don't view myself as being as lowly as the other Witches so you shouldn't, either."

She was far greater a being than any other on Earth but being arrogant would not help her much more than that. At worst, it would make Kyoko angry which she should avoid at all costs.

After a few more seconds of just looking, the redhead sighed and shook her head. "You're one strange girl, y'know?"

Then her gaze became a bit more curious. "You're talking as if you'd know me. Why's that?"

They continued to walk and Lilly chuckled. "I said it before: knowledge is power. I revealed myself to you accidentally but I planned to do so anyway. Had I not, I would have killed you to make sure no one learns about what I am."

She cast a sideway glance to the other girl that was looking at her with a raised eyebrow. "Which makes you the very first being that learned about my identity. Not even Kyubey is aware of that."

This was as far as she would tell her companion. Any more would create trouble, should she decide to work against Lilly. However, Kyoko seemed more confused than annoyed with what she heard. "Then you'd know that I'm only working for myself. Why'd you come and tell me all this stuff?"

Once again, she was made aware of a simple fact; humans were not stupid. That Magical Girl found the one hole in her story she could not get out of with half-truths. Realising that again, the Witch sighed. "Honestly, this is the best chance I have. Survival is my top priority right now and once Tomoe Mami even suspects something, I'm dead. I'm not sure that I can take her down without ambushing her. But if I do that, there are a few more girls that might contract to take revenge."

As she told her, Kyoko started to smirk and it grew wider the more she was told. When Lilly finished, the redhead snickered just like she had done before. "So you're from Mitakihara? Ahahaha, you poor Witch. Makes sense, though; Mami's one of the strongest veterans out there. So she's 'Senpai' again?"

Once the question was confirmed with a slight nod, the Magical Girl put a hand on her forehead. "So you want to come here... for what? Hunting to get some more experience?"

Lilly nodded again. She did not like to be so honest about herself at all but there was no real choice she had here. Either that or killing off Mami and while Madoka contracting to take revenge was a lie, Sayaka might very well come after her. Still, she needed all the powerful Magical Girls alive or Walpurgis would become a significant problem.

"Partly. Some of my abilities are not fully developed so I need a secure location to experiment. No one will notice another Witch among all those familiars and think anything of it. And of course, I never expected to get that from you for free. As I said: it's a proposal, so you give me something and I give you something in return."

She was given another curious look and the redhead nodded, apparently a bit more at ease. "I'm listening."

Which meant that she would at least consider. Now it was all or nothing but the eldritch being was still careful, not taking her eyes off the Magical Girl for even a split-second. In the worst possible ending, Sakura Kyoko would decide to just ignore her offer and make an attempt for her life. It was possible and thus, she was cautious.

"In exchange for letting me hunt in Kazamino, I will hand over every Grief Seed I obtain from killing Witches to you. Also, I'll help you with finding some of them if they hide better than usual or run away. Additionally, I can take care of every used-up Seed you have when I'm here."

As the other girl thought about her words, Lilly kept a close eye on her. If she reached for her Soul Gem, the Witch would take safety measures at once.

However, this was not necessary. Kyoko shrugged. "Sounds like a good deal to me. Though... you're going to eat those Grief Seeds, right? Why should I feed you?"

Now this was something she had no explanation for until a few minutes ago when it occured to her and thus, she still smirked at the redhead: "To mess with Kyubey."

As she stated it like this, she got a dumbfounded stare from her companion, although it changed into a wide smirk after a moment. "Sounds good to me. Deal."

They shook hands, the red Soul Gem was glowing again and Lilly felt a lot more at ease now that she had a safe place to train. This did go better than she thought it would. However, she needed to be careful nonetheless; Kyoko could always stab her in the back. It was unlikely, but still possible.

While most humans deemed paranoia unhealthy, it was Lilly's personal favourite. Every being that could potentially kill her might do so so she had to keep her eyes open. That way she avoided getting nasty surprises in the future, at least she hoped she would. And of course, Homura was not included in the circle of people she needed to observe, seeing that she was unable to harm the Witch anyway.

However, the sound of chewing pulled her out of her thoughts. The redhead next to her started to munch on some kind of sweets. Also, they were still walking towards wherever Lilly was headed; going by the light the Soul Gem emanated, the Witch she sensed was close. In fact, the entrance to the barrier was around the next corner.

As they stood in front of the opening rift, Kyoko turned her head and looked at her. "What's your name?"

"Hm? Oh, right."

She completely forgot that she did not introduce herself. How improper...

"Humans know me as Akemi Yuri."

With a nod, the Magical Girl continued moving. "Alright then. I'll take this one. Later."

Then she transformed and went into the barrier. Lilly just shook her head and turned away. She might get along with this girl.

.

. . .

.

'May I ask you something, Homura?'

With her usual expression, the time traveler turned her face towards Kyubey, who was sitting on the table right next to Mami. Madoka and Sayaka had taken their seats next to each other to her right hand and eyed the Incubator.

"What is it?"

'You informed us that your sister is sorting something out... but why does this include going to Kazamino?'

So she had been seen taking the bus. At least the creature had not followed her, be it either because it did not deem her that important or because it preferred to stay out of Sakura Kyoko's reach. Whatever it was, the question got Mami attentive and surprised while the other two looked more confused than anything else, although Sayaka did not seem too fazed by it. "Kazamino? Isn't that the next town over?"

"It is, Miki-san. But I wonder what your sister is doing there as well, Akemi-san", Mami chimed in with a raised eyebrow. Homura tilted her head and returned the inquisitive gaze nonchalantly. "You should ask her about her reasons. I'm not her mother so she doesn't have to ask for my permission. Though I assume you have something in mind she could do over there?"

Again, this was not a lie; Lilly never told her what exactly she was doing.

"It is not exactly about the 'what,' but more about the 'who'. Another veteran is living there."

Before Homura could reply to the blonde, Sayaka started to ask questions. "Really? Why wouldn't you team up with her, then? I mean, isn't it safer to have a bigger group?"

As the questioning began, Mami just sighed and looked down. This was not entirely because of her being unhappy with the behaviour of most Magical Girls, Homura knew. That girl had some history with Sakura Kyoko.

"I really wished it was that easy. Most Magical Girls tend to be very territorial and fight over the Grief Seeds they can get. Actually, I thought Akemi-san to be one of those at first but I can see that I was wrong now."

The girl in question ignored the confession and closed her eyes before saying something herself: "Yuri knows of Sakura Kyoko's presence. However, she is perfectly safe. Going by what we learned about her beforehand, she will not waste her magic on a person that can't even make a contract. If they even meet, that is. Also, I do recall", she added with a look at the newly contracted Magical Girl and Madoka, "that Yuri told you about how Magical Girls generally work already."

Both of them blushed at the remark and looked down sheepishly. Sayaka scratched her head. "Well, now that you mention it..."

As the sentence was not finished, the time traveler stopped herself from any display of annoyance. This was exactly the reason Miki Sayaka was most likely the first to die. But this time around, she could not have that.

"Um... now that I remember... Homura-chan? Did you find out anything about that Witch Yuri-chan mentioned? The one that kills other Witches?"

This time, Mami and Kyubey became attentive as well. The blonde's eyes narrowed slightly and she sent the other veteran an inquisitive look. "Now what would this mean, Akemi-san? Shouldn't you have told me about a Witch as unusual as this?"

Madoka had an expression as if she just said something forbidden and Sayaka looked up again, more curious than before. However, neither of them interrupted the silence as everyone was waiting for her answer.

Of course this had to come up at some point, but she was rather sure that she could tell them without revealing anything. So instead of shying away like her former self might have done or refusing to answer as she normally would, Homura returned the pinkette's look blankly. "Nothing new. Her movement doesn't seem to have any pattern, at least none that I can see. Also, it's rather difficult to actually keep an eye on her."

With the last part, her gaze wandered over to Mami. This would be a bit more difficult. "I found the Witch by chance... or to be more exact, Yuri did when she fell into a barrier. We never even saw it, but we know that it goes around and kills other Witches, though mostly Familiars. You might have noticed that there were less of them around than usual for the last weeks."

A slight nod and the wary expression faded, but it was not completely gone. "Why didn't you tell me, then?"

Because if she did, this mad girl would have started a goosehunt. However, Homura would not say that to her face. At least not with this wording.

"You are very strict about what to do with Witches. I knew that once I told you, you would go and hunt this one. However, there is neither the need to nor is it a good idea. This Witch doesn't attack humans, only her own kin. Therefore, she poses no actual threat and in addition to that, she is very good at hiding and getting around unnoticed so she could wear you out long before actually facing you."

"Actually", Madoka chimed in with a thoughtful expression, looking down at her hands that were folded in her lap, "that Witch saved us from a Familiar a few days ago. It might have been a coincidence but I don't think she's evil..."

"Hm..."

Mami pondered what was said with her eyes closed while taking a few more sips of her tea. After a while of silence, she sighed and looked at Homura again. "I guess you are right about this, Akemi-san. But I would really like if you told me about occurences like those beforehand."

The time traveler just tilted her head slightly, returning a blank look to the small display of hurt on the blonde's face. "I will."

Once I'm sure that you don't go and get yourself killed the moment I tell you, she added with an internal sigh. This partner of hers really was a handful but she could keep it up, at least for another two weeks. If Miki Sayaka survived until then, chances were good that they could defeat Walpurgis.

'While we are at it: I wonder what else you have been told by Akemi Yuri. Would you mind telling me?'

Kyubey sat in front of Sayaka now but its gaze was fixed on Madoka. Homura slightly shifted in her position to shoot it if necessary. The pinkette on her part looked a bit surprised but also slightly scared at the creature suddenly being so close. At least that part of Lilly's plan did work, apparently.

"Um... let's see..."

Sayaka looked down at the Incubator. "Well, she told us about this Witch, about your contracts and wishes... about how being a Magical Girl is a tough job and... there was something else... do you remember, Madoka?"

As she was spoken to, the pinkette nodded slightly with a finger on her cheek. "Yuri-chan said something about a Witch getting born for every girl that contracts with you."

Homura cringed and Mami's eyes became a bit wider. Kyubey's ears perked up and it walked a few steps closer to the pinkette, though it did not leave the table. Then it turned its head to Homura. 'Since you have to be aware of this as well, could you elaborate?'

"That... I would like to know as well", her blond partner added with a frown to which the time traveler just sighed and folded her hands in her lap. She had a slight problem; Kyubey was well aware of what this meant, so now it had been tipped off even more. She just had to hope that it could not piece the puzzle together yet.

"As far as we are concerned, there has to be an explanation for the constant stream of Witches appearing. They can't all come from breeding Familiars so there has to be another reason. As we found it, the creation of a Magical Girl creates hope and in curses, a Witch is born to equal that girl out. Where and how this happens, we still don't know. However... I wonder... what do you have to say, Kyubey? Is this theory correct?"

She had to lie openly this time. However, it might throw the Incubator onto another lead and buy them some time. For its part, the creature tilted its head and kept quiet for a moment.

'There is nothing that needs to be corrected.'

Perfect. This meant that it was simply unwilling to sacrifice Mami so early in. Said blonde was looking at Kyubey in shock. "So... this is true? Why did you never tell me?"

It turned its head again to face the other veteran. 'Because you never asked. I never deemed it necessary to inform you, seeing that it would not have changed anything, anyway.'

Yes, it would have. "Senpai" would not have been so eager to recruit new Magical Girls. However, the hurt look Mami had there for a moment indicated something else Homura noticed her 'sister' did without even realising it: by giving this information to Madoka, she made it so that Mami's absolute trust in Kyubey began to crumble. It might just be a slight turn off-balance at this point but that was enough. With a bit more time, they might be able to get Mami to distrust the Incubator as well.

If that happened, their chances would become better for sure.