She righted the hem of her dress with a sigh and took a look out of the window. Clouds stood in front of the moon so the only light she could count on was that of the street lamps.

I'm an idiot.

Just why did she suggest to meet up with Mami in the midst of night? And why did this strange blonde accept that?

Maybe, Lilly reasoned, the last revelation had taken more of a toll on her than the Witch thought. If this was the case, this might be her chance to change the veteran's outlook on life in a way that would serve their cause.

"Lilly? What are you doing?"

A sleepy voice called out to her and had Mortal World's Witch turn around to meet her 'sister´s' gaze. Homura rubbed her eyes and seemed to try to take a better look at her, which was not that easy a task with the lights out. The human-shaped Witch wandered over to their bed where the other girl had just sat up and pushed her back down with a hand on her chest. "Don't worry about me. I'm just going out for a bit."

She got a wary look but after a moment, the Magical Girl nodded and closed her eyes again. "Be careful not to wake up Sakura Kyoko."

She chuckled on her way out of the room. "I could not wake her even if I tried to."

. . .

It was cold.

That was mostly what was on Mami's mind right now.

I really should think things like these through...

When Yuri suggested to meet up, she jumped at the chance while completely forgetting several important things.

First of all, it was about half past two in the morning, so it was cold outside.

Secondly, there was a guest sleeping in her bedroom, so she had no chance to get warm clothes out of her dresser without waking up the other girl. Her hair was not in ringlets anymore, either. Instead it flowed freely around her shoulders.

So now the blonde was walking through the empty streets with the only set of warm clothes she could get otherwise: her Magical Girl-attire. However, the skirt was not made for temperatures like this and even when she was not that affected by them because of her magic, she could still feel it.

I just hope that Akemi-san will be alright...

After all, Yuri did not hold any magical power, so if she got hurt... how should Mami explain that to her sister?

With every step she went, this became more of a bad idea to her. However, she could not just call again and say that she changed her mind since that would be rude. Besides, she still needed someone to talk to. It was nice of Yuri that she even neglected sleep to help her out. But then again...

I am a terrible person...

The thought had her sigh as she slowly entered the small park they agreed on as a meeting place. It was about halfway from their respective places, so each of them should need about the same time. But when she arrived at the center, there was a surprise waiting for her; the other girl was already there, standing amidst the light of several streetlamps and looking her way. Her face was covered in shadows and the blonde could barely make out the purple orbs directed at her.

Upon seeing the simple but elegant black dress she was clad in, Mami paused and looked her over. She never saw the younger twin in anything but her school uniform, so this was something new.

Still, Mami smiled just as usual even though her eyes were burning slightly from staying awake for so long and especially her legs were cold.

"Thank you for coming out here at this hour, Akemi-san. I really appreciate that."

The other girl just shrugged and went her way until they stood right in front of each other and the blonde was given a lookover as well. Then Yuri smirked.

"By any chance, was a certain blunette blocking your way to your dresser, Tomoe-san?"

The guess made her nod in surprise. "Y-Yes, you are right. But how do you know?"

The response she got was a laugh while the younger girl waved at her clothes. "Because you wouldn't be dressed like this if you had another choice. Clothes like that attract all kinds of people."

This girl was sharp, Mami actually did not notice that before tonight. However, Yuri was dressed just as strange with this dress and it could not be that warm, either.

"Though I wonder why you are dressed like this, then."

The raven-haired girl looked down and shrugged. "I like this."

Then she motioned for the chuckling third-year to follow her. "We should get going."

. . .

Somewhere else in Mitakihara, a certain pinkette was lying wide awake with her thoughts wandering. She knew she should sleep, but there was just too much on her mind to get any rest at all.

With a sigh, Madoka sat up and looked at her phone wistfully. She wanted to call Homura and talk to her, learn more about what happened in this strange world she was drawn in. Wanted to learn more about this cold yet gentle new friend she found. Kyoko piqued her interest and so did Witches in general. The only one she ever saw was the doll-Witch that the three Magical Girls fought together.

But it was in the middle of the night and the other girl was most likely asleep. She did not want to bother her right now.

And then there was this other thing. Every time Homura was around, her heart started to beat a bit faster and she suddenly felt self-concious. But why was that? She never felt anything like this before and had no idea what it could mean.

Though... that was not entirely true. The pinkette had one idea about what it could be, but she refused to think about it. It could not be that she had fallen in love, something like that must take far longer.

Before she even noticed that she did it, Madoka's hands were reaching for the cellphone, but she stopped herself again.

I can't do that...

But then again, her body reacted by its own right now.

Fortunately, a faint sound stopped her from wondering whether it would be alright to call nonetheless. That was the door opening and closing, so that would mean...

Mama is home.

Another tired gaze was sent at the phone before the middle-schooler sighed again and rose to her feet, putting on her slippers in the process. She could not help herself so she had to ask someone who would know what to do.

Madoka mind was blank as she wandered through the hallway and took the stairs down to the kitchen. Every thought she entertained before reached a dead end by now, but that did not help her to rest. They were still there, they just did not continue any further. It bothered her to no end that there was so much she did not know right now. So much she wanted to know...

When the pinkette reached the ground floor and entered the kitchen, Kaname Junko raised her head to look at her daughter in surprise. "Madoka? Why are you still awake?"

She lowered her head slightly with her expression falling. "I can't sleep."

The woman seemed to take note of her very being, looking right through her. Then she sighed and motioned for the table. "Have a seat, then. And tell me what's on your mind."

She did just as she was told, happy that her mother understood that she wanted to talk about at least a part of what happened right now. Junko on her part went to get her a glass with orange juice and placed it right in front of her with a smirk. "I would give you some of mine, but you're too young for that."

The child giggled at that and smiled right back. "You have to remind me to have a drink with you when I'm turning twenty-one."

"I will remember that. It's a promise, then."

With a smile of her own, her mother sat down opposite to the troubled teenager and motioned for her to start, one hand on top of her own glass filled with some alcohol. Now there was a slight problem; Madoka had no idea where to start.

Which was why she decided to just go ahead with what was on her mind the most: "You see... I told you that we had new students transferring in a while ago, right?"

The girl got a slight nod but nothing else in return, so she continued: "Well... I don't know how to put it. One of those girls is on my mind all the time. She... looks so cold, but she's really nice... um... I'm not sure how to explain it properly, but I just want to know more about her..."

She had been looking down at her glass as she spoke, but now an almost inaudible chuckle had her look up.

"Mama?"

To the pinkette's surprise, her mother was holding a hand in front of her mouth, although there was no sign of actual laughter. Going by the gleeful spark in her eyes though, she was laughing inwardly. After a moment or two, Junko became serious again and smiled at her reassuringly. "Was that everything or is there more to it?"

This tone... as if she already knew that there was. Madoka started to lower her gaze onto the table again, drawing circles on it with her finger and blushing a bit more with every word she said. "Um... yes. Every time I'm around her, I get this strange feeling and my heart beets a bit faster... um...uh..."

Even when this was her mother she was talking to, the girl felt somewhat uncomfortable talking about it at all. But there was no helping it, she wanted to know so she had to ask.

However, the woman opposite to her just wore an amused smile and waited for her to continue. But... there was nothing more to say... except that Madoka was afraid of Homura getting hurt while hunting Witches. Though this was something she would not tell her mother. She could not tell her.

Seeing her lost expression, the lilac-haired woman sighed and took a sip of her drink. "I wondered when this day would come..."

"Huh?"

Now she was confused. What exactly did that mean?

"You have at least a major crush on that girl but actually, I think you fell head over heels for her."

So it really was... the thought had Madoka blush even more. How did this happen? And how could it be that it happened so fast?

"B-But... shouldn't that take, I mean, longer? I know her for about three weeks..."

She always thought that it needed a lot of time for feelings like those to grow. Not like in these Shoujo-Manga she kept hidden in her closet...

Junko's lenient smile and voice had her return to the situation at hand, though. "You know, there are people that believe in love at first sight and people that don't. It looks like you are one of those that get to experience it."

While she was still confused about what exactly was happening, the smile became softer. "I actually thought you would fall for a boy, though."

So... it was not good to be attracted to a girl? Hitomi was right about that kind of thing after all?

Before Madoka could endulge in those questions any further, her mother waved it off. "But I don't mind, really. You shouldn't let anyone tell you whom to love because the only one that should decide on that is you."

Now the smile became more mischievous and Junko winked at the pinkette. "Now I want to meet the lucky girl, though."

"Mama!"

Embarassedly, she looked down again and added something that had the snickering woman pause. "It's... not that I could tell Homura-chan... I'm sure she doesn't like me that way..."

It could not be. Something like this only ever happened in Anime and Manga... and bad fanfiction... so why should this strong, cold, beautiful girl have any feelings for an average ditz like her? She was nothing special and had nothing special...

"But unless you try, you will never find out."

"Huh?"

The pinkette looked up in surprise as her mother gave her a thumbs up. "The worst thing that can happen if you confess to her is that you're turned down and get your heart broken. But that will heal given enough time. If you don't confess, you might wonder what could have been if you did for the rest of your life."

Yes... she was right. Even if Madoka was afraid of being turned down... she would have at least tried. Homura might not seem to like her that much... Wait...

With a start, she recalled that day when she hugged the other girl and got such a strong reaction. Yuri's words returned from her memory as well, reminding her that this Magical Girl held back out of fear to lose someone again.

But then, there was also Yuri... in fact, the younger twin spent far more time with Madoka than her sister had, yet... no, she did feel something akin to that, too...

With a heavy sigh, the pinkette planted her head onto her arms. "I'm a terrible person..."

"Hm? What's wrong all of a sudden? Madoka?"

As her mother called out to her, she looked up with a tear in the corner of her eye. Just what happened that she became such an indecent human being? "Mama... when I really feel like this because I have a crush on Homura-chan... then I have one on her twin sister, too..."

Normally, she might have laughed about the dumbfounded expression the woman displayed in this moment but since she was on the verge to tears right now, Madoka had no desire to laugh about anything. Instead she buried her face in her arms again and mumbled. "I'm the worst..."

She always thought one could only fall in love with one person. Now there were two she seemed to be interested in, even when she could barely believe that right now.

But then again, this slight warmth when she thought about those two... was this what having a crush or being in love felt like?

"I see. That's harsh for sure."

She heard the other Kaname sigh and then a slight rustling before a hand gently patted her head. It felt nice to her, soothing. That was why Madoka loved her mother so much; she always knew what to say and what to do.

"It's not your fault, though. Our hearts don't listen to reason, so there is nothing we can do about whom we fall for."

Slowly, the middle-schooler raised her head again to meet a soft gaze of the woman that was leaning over the table. She still did not know what to do.

Junko on her part sent her a mischievous smile. "If you want, you could invite them over so that I can take a look and tell you which one to go for."

As the statement was completed with a suggestive wink, she felt her cheeks heat up and returned a disbelieving stare. "Mama!"

Just how could she make jokes in this kind of situation?

A chuckle could be heard before she got another pat on her head. "I mean it. This is always difficult, especially at your age. So keep this in mind if you really don't know what to do. Okay?"

They looked at each other for a few seconds, the confused daughter and the concerned mother. Then Madoka smiled weakly and nodded. "Okay."

"Good girl."

With that, Junko slumped back down on her chair but became attentive once she noticed the pinkette fiddling with her sleeves. There was something she wanted to ask but she was not sure if she wanted to hear the answer...

"Just ask, I won't bite your head off."

With a start, Madoka nodded quickly and spilled what was on her mind without a second thought. Her mother was too good in reading her. "Um... is... is it really alright for you if I... I... if I fancy a girl?"

She was still unsure whether this was really alright even when her mother made it sound as if it was. This time, the answer took some time. The woman leaned back in her chair and took another sip of her drink while frowning and apparently thinking about something. Whatever that was, her daughter became more nervous by the second. After a minute or two, Junko finally spoke: "You know, I'm going to tell you something. Ever wondered who my first crush was?"

"Huh?"

Madoka tilted her head and eyed the lilac-haired woman in surprise. This question was completely unexpected. "I thought it was Papa..."

Junko chuckled as she shook her head. "Nice try, but not even close. My first crush was Kazuko, back in middle school. I didn't meet Papa before going to university."

The somewhat confession had her eyes go wide as the image of her homeroom teacher flashed in front of her eyes. "Saotome-Sensei? But..."

She was waved off before she could continue. "But that's a secret, you hear me? No asking her about that."

So her mother had been in love with another girl at one point as well... somehow, knowing that made her relax a bit. So it was really nothing strange. However, Madoka also wanted to ask why her teacher did not know when she was just told to go for it anyway, but a look at the clock made her decide against it; it was not even that early in the morning anymore. She really should catch some sleep, maybe it was possible now.

With an apologeptic smile, the pinkette rose up and downed the rest of her juice. "I promise, Mama. I won't tell anyone. But I think I should go to sleep now."

She might ask about those things another day. Junko just smirked and gave her a thumbs up. "Sleep well and good luck with those girls."

Her only response was a sheepish giggle.

. . .

"Say..."

"Yes?"

"How did this even happen?"

What Akemi Yuri aka Homulilly was referring to was the fact that both her and Tomoe Mami had taken a seat on an empty bench in a small park with a fountain of light right in front of them, no one around and both of them not dressed for this low temperature.

"Hm... I do wonder about that myself."

Mami did not seem too comfortable, either. Lilly just ignored the cold as another gust of wind hit her bare legs. She dismissed the thights earlier because she wanted to save time... now the only thing she could do was to endure it.

They were just sitting here, about five minutes might have already passed without either of them speaking a single word. Maybe 'senpai' got cold feet in the end, figuratively that was. Lilly knew that she did in the literal sense.

"You wanted to talk, so speak."

"Oh... uh..."

As she told her that, Mami lowered her head slightly with a mixed expression. "I... don't know where to start, you see? What happened today... no, yesterday was a bit much. Besides that though... thank you that you take the time for me, especially at such an hour."

She waved it off and leaned back while taking in the darkness. There were streetlamps around, but none of them directly above them. Therefore, both of their faces were cast in shadows when they looked at each other. "Don't mention it, I like the night anyway. Besides, Onee-chan's friends are my friends as well."

This certain remark had the blonde perk up in surprise. "Friends?"

So she had not seen them as that? Well, it was not even a complete lie on Homura's end; she always held sympathy for Mami but discarded it every time it would have compromised with her actual goal. "Of course, what else would you be?"

Now that she thought about it, this was a good chance to play around for a bit. If the Magical Girl answered the way Lilly thought she would, that was. Which she did. "Well... your sister... always seemed to keep her distance, so I was really not sure..."

Playtime!

She was actually gleeful to imagine the face she would get to see soon. Fortunately, her own expression did not change as she leaned forward and gave the blonde a serious look. "I could tell you about at least one reason why she does that."

Now she had Mami's attention. The other girl was looking at her quizzically. "Please do, I am curious."

The Witch smirked inwardly. Line, hook and sinker.

Outwardly, her face continued to be expressionless. "That was from before I was born, but I can very well remember it. Homura once was a member of a larger group. Five Magical Girls in total."

She was given a surprised stare at the number. Apparently, the blonde never imagined so many to be at one place, working together... or rather she never thought it possible.

"The leader had about the same personality you have...confident and kind, patient and nice... well... to put it bluntly, that girl snapped one day and tried to kill the others. The only survivors were Homura and one other girl who died against a Witch shortly after."

As she so casually mentioned this, Mami's expression became one of horror. She seemed to wait for Lilly to continue, but the Witch only shook her head. "That's all there is to it. Ever since that day, Homura decided not to work with anyone anymore."

Needless to say, it was the girl sitting right in front of her that snapped... but why telling her that?

"I... see..."

With a heavy sigh, the blonde looked down. "Your sister is very strong, then... far stronger than I am. I think I understand why she is holding back around me so often... and I will not hold it against her. To have lived through something as horrible as that..."

Lilly leaned back against the cold metal and shivered slightly while pondering what had been said. Mami did not understand anything at all. What she got was a general idea... but there was no need to correct her. It was dangerous to be around her to begin with, so provoking or shocking the veteran was not a good idea.

"I won't tell you to give up on it. However, you should think about your priorities... besides, you came here to talk about what happened to your soul, right?"

She was given a helpless look, one that she never saw Mami wear before although it passed quickly and became just sadness as the older girl's gaze went downwards again. "Yes, I did... I... I just don't know... Lately, I found out that Kyubey kept so many secrets... even from me... he made us into Magical Girls without telling us what would happen... I... I don't trust him anymore. And I don't know what to do now... he was always the only one that would never lie to me... and now..."

She let the other girl talk and processed what she actually said; their attempts in destroying the trust she held for the Incubator were successful. Even when this had been a mere side project... it felt really good to know that it worked.

"Just... I was living like an ordinary person for all that time because I thought I was... and now I am told that in fact, I have become something that is no longer human..."

Still better than becoming a catgirl or something like that, the Witch noted in her mind. Though she wondered whether it was possible with a wish... well, of course it was. Though... who would wish for someone to transform into that? Only girls could make wishes and even the perverted ones found more useful things to wish for.

"What am I... Akemi-san? Can you tell me what exactly I have become now?"

With a slight start, Lilly noticed that Mami was awfully close, not even ten centimeters separating their faces. Thankfully, the blonde had refrained from touching her... or she would know. Her eyes were glistening with tears and while most of the remainder of her face was still engulfed by shadows, however that was possible. The Witch had a hard time in keeping her mask straight right now. Actually, she found Mami's behaviour somewhat gross but also so human...

In the end, she cocked an eyebrow and returned the helpless stare with a blank one. "You cease to be human the moment you stop perceiving yourself as one. If you asked Kyubey this question, he would have answered that you had no problem with what happened to you as long as you didn't know."

As she spoke, she brought a bit more distance between herself and the Magical Girl that was apparently thinking about her words. However, she was not yet finished. "Why do you care about where your soul is so much?"

"Huh?"

The sudden question had Mami's head perk up and the blonde eyed her in surprise. "Why I... isn't it normal to worry over my soul?"

Sighing, the human-shaped Witch shook her head. As expected, the other girl had not given it much thought, at least not the kind of thought that might be able to save her. Because if Lilly wanted her to have any chances of survival, she had to jade this Magical Girl even more.

"You should go and ask yourself: what are you? Are you a blond, busty middle-schooler that's also a Magical Girl... or are you Tomoe Mami, a being that can be described without regards to her body?"

Now there was a mixture of confusion and surprise in her eyes and she emanated it as well. At least there were no people around so Lilly could breath rather freely. However, she continued her lecture after giving Mami a few seconds to think. "If it's the first one then I can't help you. But if you find that you want to define yourself by what you are and not by what you look like, there is no need to help you. I know it's not that easy to get your head around it, but you should stop believing that your life is doomed just because of this. Because either way, you still have your body."

Which was more than Lilly could claim for herself. She was trapped in this slightly familiar shell. On the other hand, her words seemed to lift the older girl's spirits at least a bit. She did not answer to what the Witch said, but she seemed to think about it hardly. And she did not emanate this feeling of loss so strongly anymore. Even with the largely reduced scent of Magical Girls, that had been rather strong this evening. Then however, Lilly noticed something that was not good... so she decided to remind the blonde of it: "Besides... maybe you should purify your Soul Gem."

"Huh?"

Mami looked at her with a start before taking the trinket from its place on her head to examine it. The crystal was not yet pitch-black, but there was not much yellow left, either. Her grief of this evening apparently did a lot to taint it.

"You are right..."

I just hope that you have Grief Seeds on you...

Because if not, this might become a problem. She still did not know whether she even could clean any Soul Gem besides Homura's. Additionally, she had to ask herself if she even wanted to do that, seeing that it meant revealing herself to the Magical Girl in front of her. A highly unstable Magical Girl that rivalled her 'sister' in terms of firepower.

Thankfully, the blonde took a Grief Seed out of her skirt's pocket and held it right next to the blackened crystal, only for it to absorb about every last bit of darkness that was in it. At the same time, the heavy scent the girl emanated lessened as well.

Close call...

With a sigh, Mami leaned back and pocketed the dark sphere again. "How fortunate that Sakura-san offered this to me earlier."

The remark had her understand just why the veteran even had a spare on her... but she also raised an eyebrow at the unusual generosity of the redhead. "Strange. She didn't strike me as the sharing type..."

This remark had the blonde sigh and shake her head. "She is not, but she insisted to give this to me in exchange for being allowed to stay here. Though..."

Now a curious gaze was directed at her and Lilly had a faint idea what was coming next. "...she mentioned that you spent some time with her in the last week."

Of course she knew about that as well... but whatever, that was to be expected. Still better than Kyoko revealing her identity. The Witch sighed and nodded. "I did and I might do it again. For the upcoming battle with Walpurgis, I figured that it was better to have another veteran at hand if necessary. She was the closest we knew of... and I was rather sure that we would get along, so I established contact."

Had this been Homura, she might have added that it was really easy to bait Kyoko with the promise of Grief Seeds or something like that... but this was Mami, so she refrained from voicing that. The blonde nodded slightly. "Even if I would have preferred if you told us beforehand... I understand what you mean. Nonetheless... I doubt that I would get along with Sakura-san, so there is very little chance..."

"Really?"

"Huh?"

Apparently, there was one more thing she had to lecture her about and ultimately, Lilly was annoyed with Mami's attitude by now. Some of that was also visible in the stare she was giving the blonde. "Isn't this quite arrogant of you, Tomoe-san?"

The other girl seemed to be really surprised by the sudden change in tone. "I-I beg your pardon?"

Lilly tilted her head slightly, then narrowed her eyes. "You say that you wouldn't get along with Sakura Kyoko... I doubt that this is true. Why can't you at least say the truth and change the wording into 'I do not want to get along with her'?"

Her voice had become harsher and the look Mami had now was already akin to horror. "W-What do you..."

"And don't play dumb, I can tell that you do. All you need to do to get along with this girl is to accept her actions. You would not even need to change your own behaviour, just open your mind the slightest bit. You complain about having no one to work with, but you only accept people that think just like you?"

Interestingly, Lilly noticed in between breaths, her voice had not even risen in volume. It just became a bit faster while the blonde in front of her was stunned by now with a few tears rolling down her cheeks. Her Soul Gem started to darken once more as well. The Witch just sighed and pinched the bridge of her nose, forcing herself to become calm again.

"Do you understand what I want to tell you? Staying together with others means to make compromises. You can't expect everyone to do whatever you want without accepting the same amount of their ideas in return. This is what you should think about -if you really can't bring yourself to get along with people like Sakura Kyoko. If she cultivates Familiars, then what about it? You can kill them as well."

There were a dozen atrocities she could say now, each of them capable of breaking this girl. Lilly knew that right now, she held Tomoe Mami's very life in her hands. However, she had no reason to extinguish it. No, this girl had to live.

Once the human-shaped Witch finished her statement however, the Magical Girl put her hands in front of her face and started to cry.

. . .

Just... why?

Why was this happening? One moment Yuri was understanding and nice... and then she said all those horrible things...

What made it worse was that there was a small voice in the back of her head now, telling her that every word the other girl said was true. She was a hypocrite.

The tears were flowing again even when she already shed so many before. But even in this state of confusion and sadness, Mami could still feel a calming presence by her side. The younger Akemi-twin made no effort to comfort he,r but she did not leave her alone, either.

It took the blonde a while to stop crying and she did not even have the capacity to be embarassed about herself right now. Once the flow stopped, she slowly lowered her hands and gingerly looked in Yuri's direction. Who, in turn, looked at her patiently. "Better?"

With a slight nod, Mami straightened up a bit. She was still hurt by what that girl said but also grateful that she seemed to be really wanting to help. Had she not, she would continue to kick her even when she was already on the ground... which she did not.

"Sorry about that, but I could not stop myself from saying it anymore."

Leaning back, Yuri rubbed her hands against each other as a means to gain warmth.

"But really, think about it. And tell me your conclusion once you're done."