Author's Note:

Sorry it took so long to get this out. But here it is.

This roughly covers the events of Episode 2. However, this one-chapter-per episode thing won't be the rule, and will most likely be broken for Episode 3. As for what happens then, whoo you better hang on to your butts because the time loop is gonna start diverging drastically and not in the way you think (I hope).

Hope you all enjoy this, and don't forget to drop a review, constructive criticism or appreciation are all welcome!


The Unlikely Ally

Chapter 2: An Alliance of Convenience


The Docks of Mitakihara were generally peaceful place, with ships occasionally pulling in and out and people unloading their goods as well as loading others. However, far along them, in a section where they had fallen into a bit of disrepair, two figures were walking. The first was a girl who looked to be either pre-or very early teens, with light purple outfit and long silky black hair. The second was a white creature about the size and shape of a large cat or weasel, of indeterminate species, who had what looked like tentacles coming out of his ears. These two bore the names of Homura Akemi and Key respectively.

But you probably already knew that.

The two were walking alongside each other, Homura staring ahead with a firm resolve and Key occasionally glancing up at her. After a few minutes, he finally spoke.

"So . . . are you sure that this is where the Witch is?"

"Yes" Homura said simply. Key blinked, expecting her to continue on, but as the silence stretched on, broken only by the sound of their feet on the increasingly rickety dock boards, he spoke again.

"Uh, how?"

Homura stopped, then she slowly glanced at Key who squirmed a bit under her gaze.

"Do you always ask pointless questions?"

Key flinched, "I . . . I didn't mean-."
Before he had finished speaking, Homura was moving on once again, heading towards a warehouse. Key ran to catch up with her. As they came up to the door, which was padlocked, Homura held up hand. In a flash, her clothes seemed to vanish, replaced in an instant by an outfit that looked more in place at a fantasy convention. On her left arm sat a small shield (a buckler) with an inner mechanism that reminded one of a clock. Reaching, Homura's hand seemed to vanish inside of her buckler, and when it was withdrawn, she held a pistol.

"So that's why we had to stop by that Yakuza hideout," thought Key. "Still, how the heck did she just vanish and then reappear, either that's teleportation or super-speed, or something."

Sountrack: Puella Magi Madoka Magica OST – Gradus Prohibitus

A short retort echoed through the deserted dock section, and the lock on the door flew apart. Another shot and the doorknob flew off. Homura's foot kicked out and the door, now deprived of its locking mechanisms, flew inwards, crashing to the floor. She strode forward, into the unlit warehouse, and Key followed.

As they strode past broken boxes and large stacks of metal storage units, Key felt the hackles on his back begin to rise as he sensed a presence. There was no doubt in his mind, a Witch had made this warehouse her home. He and Homura turned a corner, and all of a sudden, water began to flow over their feet. The air thrummed like a storm was coming in, and a flash of lightning struck the ground, dissipating into the rising water level. Key floundered slightly, searching for something that would float as the water level rose above his ability to touch ground. Homura stoically grabbed him by the back of his neck and dragged him onto a large boat that had been stored in the warehouse for time out of mind.

As the Witch's Labyrinth fully took form, revealing a strange storm cast sea, with their boat being tossed in the rough swell, Key turned to Homura.

"Will this boat hold?" he asked nervously as it creaked below him. "It feels like might break apart!

"It'll hold long enough," Homura said simply, then she turned to him and pointed at the rudder of the boat.

"Point us due west, that's where the Witch's inner sanctum is. Avoid anything that seems like a safe path, those are traps, and steer us towards the whirlpools."

"How do you-" the boat rocked sharply and Key decided that further questions could wait. He hopped over to the back of the boat, where the steering rudder was, and angled the boat to point due west. Homura stood on the prow, withdrawing a sub-machine gun out of her buckler and, as what looked like a weird combination of squid and sharks started leaping up out of the water, she opened fire.

The creatures, which had lashing tentacles covered in shark's teeth, as well as overly large shark mouths, leapt out of the water and centered on Homura. Key worried slightly, but Homura simply flicked her hand holding the gun around and each creature that leapt at her was blown back, dissipating into nothingness as their bodies were shredded by bullets.

Key looked off to the left and gulped slightly as he noticed that a swarm of dark figures were moving through the water toward them. He gulped harder when Homura told him to head straight for them, but did so. Then, bursting out of the water, tentacles came, hundreds of them. Each thrashed and writhed like a snake that was having a seizure and their frantic movements moved closer and closer to the ship. Homura was still standing stoically on the bow of the ship, staring impassively as about 20 tentacles reared back and then thrust forward at inhuman speeds.

Just as Key was about to abandon the steering and pull Homura out of the way, he felt a wave of Magic, and suddenly the air was thick with bullets. Hundreds and hundreds of bullets blasted forth in a cone around Homura and the tentacles were not so much shredded as they disintegrated before the onslaught. Over 75 tentacles either ceased to exist, or flopped back into the water, too damaged to continue the fight. Key gaped as they moved forward, and he felt magical pulse after pulse, each one being followed with many of the Witch's tentacles meeting a grisly fate at the end of Homura's guns.

Key suddenly noticed that, as their boat drifted west, an enormous whirlpool was growing in front of them, it now spanned 20 feet across and was still growing. Strange things, triangular in shape were rushing around the whirlpool's sides, and at first Key thought that they were more Shark-squids. But as they drew closer, he saw that the shapes looked far more jagged and bony than any sort of fin that any fish had.

"Teeth," he realized with a thrill of fear. He glanced at Homura, who was staring ahead, with an almost bored expression, even as they drew closer to what Key realized was the gaping maw of the Witch.

"ARE YOU SURE THIS IS THE RIGHT WAY!" Key shouted over the howl of the wind and the churning water. Their boat drew ever closer to the whirlpool, and Homura simply nodded. She reached within her Buckler, seeming to deposit the Sub-machine gun back inside of it, then she withdrew what Key thought looked like some sort of bomb.

Then, as their boat was about to move into the whirlpool proper, Key felt another thrum of Magic in the air, and suddenly the bomb was gone from Homura's hand, as in, it literally vanished. It was replaced by a gun that had an overly large barrel that was already smoking. It was some sort of Grenade launcher. Not even a second later, and multiple explosions blossomed within the whirlpool, blasting huge chunks out of the Witch that had been hiding just below the surface of the water and blowing her razor sharp teeth to smithereens. Key just barely caught what looked like no less than 30 grenades flying through the air before more explosions buffeted the Witch, who finally breached the surface, screaming in agony as it turned to stare down at the two creatures that had invaded its domain. It was massive, having a long cylindrical neck that no doubt split off into the tentacles they had run into earlier further down. It's head was more just a giant maw, circular in shape and currently smoking and on fire in several placed.

Homura turned to look at Key, "I've weakened it severely. If you truly have the powers you say that you do, you should have no trouble defeating it now."

Key swallowed as he stared up at the Witch, who appeared to be breathing heavily and had dipped its head into the water and was sucking it up, probably attempting to alleviate the burn of Homura's bombs.

"R-right, I'll get on that!"

With a running start, Key hopped onto the prow of the ship beside Homura. He tensed his body, and with a colossal push downwards, propelled his body towards the unsuspecting Witch. Homura watched as he extended sharp claws and latched himself onto the long neck of the Witch. The Witch thrashed immediately, but Key held firm, pulling himself up towards the creature's mouth.

Key began to pull himself up the Witch's body. A few tentacles rose up out of the water, likely the last that the Witch had left. They slammed against the Witch's body, attempting to hit Key and crush him, but he threw himself to the side time and time again.

Soundtrack: Puella Magi Madoka Magica OST – Credens Justitiam

Then he brought his tentacles that came out of his ears together and concentrated. A bolt of energy grew, light blue like the color of the sea and glowing with a warm light. Homura looked on, interested as Key flung the bolt of energy forward and severed one of the tentacles. The Witch screeched as this happened and continued to do so as Key fired more blasts, severing every tentacle that the Witch sent after him, until finally it had run out. Then Key truly began to run up the Witch's form. It thrashed, trying to buck him off, but he held on tight with his claws, his tentacles gathering a bolt of energy far larger than any of the others he had held before. Homura crossed her arms, gazing with raised eyebrows as the Incubator did something that she'd never imagined Kyubey ever doing.

Key finally reached the lip of the creature's mouth. He reared back, the energy he'd been gathering with his two tentacle appendages pulsating and crackling, about the size of a small car. Then the whipped himself forward, his tentacles flinging the energy down the throat of the Witch. A few seconds delay occurred, and then there was a muted explosion and red flash as the back blast of the attack came streaming out of the Witch.

The Witch collapsed, impacting the ground with a crash and flinging Key off of it. It twitched feebly, still somehow alive but obviously not long for the world. As the water in the Labyrinth seemed to drain away Homura glanced at Key, who was standing up and looking at the Witch with an extremely sad expression. Then he started walking up to it, his eyes glowing. Homura followed, interested to see if he could actually deliver on what he'd promised.


Mami was a very gracious host and had been happy to explain all of what being a Magical Girl involved to Madoka and Sayaka. It was a lot to take in and both of them naturally had a lot of questions. Still, there was one that Madoka had been dying to ask.

"But, who was that other creature, that looked just like you Kyubey?" Madoka asked.

Mami put her teacup down, "I've been meaning to ask you that too Kyubey. It is he a friend of yours?"

Kyubey closed his eyes, seeming to stare up towards the Heavens in thought.

"You humans have people who suffer mental illness, don't you?" he said finally.

"Well yeah, of course we do," Sayaka answered.

"It's sad to say, but my kind do too. And that member of our species is suffering from mental illness. It's complicated to explain, but he went missing awhile back and he only reappeared today to attack me."

Sayaka smirked, "figures the psycho Magical Girl would get the Psycho Mascot."

"Indeed," Kyubey nodded. "I suspect that he's trying to use Homura for protection so I don't take him away to be cured. Don't worry though, if he does anything really bad, I'll be sure to find a way to get him treatment."

"How sad," Madoka said while looking down, "he must be so lonely."

"Yes, he must," Kyubey agreed while nodding his head with closed eyes.

"Out of curiosity, what sort of mental illness is he suffering from?" Mami asked mildy while sipping at her tea.

Kyubey strode over to the window, staring out over the city. He was silent for a few seconds. Perhaps thinking that they'd brought up a sore subject, Madoka spoke up, "i-if it's too painful you don't have to talk about it!"

Kyubey nodded, "thank you Madoka. Mental illness is taken very seriously among my kind, and we make sure that those that suffer from them are given treatment and cured, no matter how long it takes."

Sayaka grinned, "heh, maybe the next time we see Homura we could force him to go and get help. Mami could definitely beat Homura in a fight, and we could do something good for the cause of fighting Witches!"
Mami smiled, slightly embarrassed, "thank you for the compliments Sayaka, but really I try to avoid fighting other Magical Girls. There are plenty of Witches to go around without us making things harder by hurting each other."

"Besides," Kyubey leapt up on the table, "even if he is suffering from a mental illness, I'm confident he'll come back eventually. Even so, he can't really do anything seriously bad. Who knows, maybe he'll find out more about Homura and tell us when the time is right."


The Docks of Mitakihara, still peaceful, but much more safe, once more played host to a Magical Girl and an abnormal Incubator walking along them. They had exited a warehouse and had strolled to the end of one of the piers. Homura sat down, dangling her legs out over the water as she stared out at the rising sun. School would be starting in a few hours and, in spite of her having already learned the curriculum many times over, it would cause strange questions if she didn't attend. Still, she had to contemplate what she had just seen and how it impacted her quest to save Madoka Kaname.

The Rogue Incubator sat down beside her. She could tell he was strained, panting heavily and with sweat beading his forehead. It was quite a novel experience, seeing Kyubey (even if this Rogue Unit had altered itself, it still looked overall similar to Kyubey) actually look flustered.

"That . . . wasn't any nicer . . . the second time" the Rogue Incubator gasped. So, it was only the second time he'd done it then. For a moment she wondered what the circumstances had been for his first use of that skill, then she dismissed it, the particulars weren't important.

"You seemed happy enough while doing it, especially with what it did to the Witch" she observed.

The Rogue Incubator took a few moments to gasp further, then he answered, "it's not that I don't want to do it, I do, or that I'm unhappy about what it does, it's one of the few things that I know makes me truly happy. But it hurts a lot, and that thought of having to do that again and again and again and again. . ." He trailed off and Homura saw a spark of panic in his eyes. But it was gone the same second and he simply sighed.

"Maybe this is just punishment for everything I did," he said softly. Homura felt slightly uncomfortable, then she reminded herself that, Rogue or not, he was still an Incubator. She stood up, her tone brisk as the morning air.

"School will start soon. It would likely be best if you came with me."

The Rogue Incubator took a deep breath, then shook himself, straightening up.

"Yeah, maybe we can talk to the others and tell them about Kyubey during break or something."

Homura resisted the urge to roll her eyes as she turned and began walking away, the Rogue Incubator following behind. This creature really didn't have much concept of how easily Magical Girl's (Mami especially) broke and despaired when confronted with the truth of their situation.

"It would be unwise to do so" she said simply.

"Why?" the Rogue Incubator had caught up and was looking up at her with curious eyes. "The longer that Kyubey's able to feed them the wrong information, the more likely it is that they'll become Magical Girls. Isn't that what we're trying to avoid here?"

Touché, Homura thought. Still, Mami had rarely reacted well to the knowledge that she was engineered to become a monster now. Homura could never quite forget the time that, after having to kill Sayaka's Witch, she'd found herself tied up in ribbons and facing a tear stricken Mami who'd almost killed her. Were it not for Madoka killing Mami (something that Homura currently found very hard to forgive Mami for, forcing Madoka to suffer that) Homura's efforts to save Madoka would've ended there and then. She'd found it was best to let Mami handle the first stage of the Magical Girl training (Homura grudgingly admitted that Mami was very good at teaching and protecting others). A part of her did twinge when she saw Mami training and showering affection on the others, but not her, but she tried not to think about those first few time loops where Mami had taken it upon herself to look after and nurture her younger friend's talents.

"Kyubey would likely simply claim that you're unwell. He already views you as insane, and he has the girl's trust for the moment. This is a situation that requires . . . a delicate hand."

The Rogue Incubator thought for a moment, looking perturbed, then he slowly nodded.

"Okay, I can understand that, I think. But how are we going to help them if they think that we're out to kill them or take their Grief Seeds? Wouldn't it be more prudent to try and befriend them, then maybe ease them into the truth? I'll grant you that most Magical Girls don't react well to learning that they're literally made to suffer, but I can help with that, so wouldn't that be a mitigating factor?"

"We don't need their friendship in order to protect them" said Homura simply. Friendship had never worked out for her, except for Madoka, the others had shown their true colors throughout the time loops as they continuously got in her way and made the situation worse whenever she tried to fix it.

"But, wouldn't being their friends make it easier? Most of the Magical Girls that I contracted with considered me their friends and that always made it easier to . . ." he stopped for a moment as Homura's knuckles clenched and her face grew more tense. He quickly moved on, "a-anyway! I still think that we should try and be nice. If we could gain their trust, we could at least get Mami to help us thwart Kyubey and who knows! Maybe all you need is another friend and then we-"

Homura stopped abruptly and simply turned her head to glare down at the Rogue Incubator. He stared up at her and gulped. She had wasted enough time loops dealing with naïve idealists, and she was not about to let another one, even if he was currently her trump card, ruin this new chance.

"We are not revealing anything to them yet. At school, you will stay by me and you will not attempt to talk to them. Am I clear."

Even though it came telepathically like all the rest of his speech, his answer still sounded like a half heard squeak.

"Yes."

Homura nodded, "good." Then she turned and walked on. After a moment, the Rogue Incubator followed.


As Madoka and Sayaka sat down for class, both were slightly nervous and kept glancing towards the seat where the strange new girl Homura sat.

Sayaka looked back at Kyubey who had leapt up onto her desk (still invisible to all but them).

"You sure its safe for you to be seen with us?"

Kyubey cocked his head, his tone light and his face conveying no fear, "why wouldn't it be?"

"Well, that psycho chick who tried to kill you yesterday is in the same class with us. You're kind of risking your life by being with us" she confessed hesitantly.

Kyubey's smile seemed to widen, "actually, I think the school is one of the safest places for me now. Mami's here so it's not like I don't have protection."

"Well yeah, but she's all the way on the other side of the school."

"It's okay," came Mami's voice over the mental link that Kyubey had set up for them, causing both Madoka and Sayaka to twitch slightly in surprise. "I can hear you just fine. Besides, she doesn't seem like someone who'll try anything in public."

At that exact moment, the girl in question strode into the class, her posture steady and her walk almost mechanical. There was a simplemindedness to her walk, as if she considered any movement that did not further her goals a waste of energy. Following behind her was a small white form that almost clung to her heels. As Homura sat down, Sayaka saw the little white creature that looked like Kyubey, but at the same time, not, peek out from behind Homura's body at them. Both Sayaka and Madoka stared at it and it stared back. Then it noticed that Kyubey was in the room as well as staring at it, and it ducked behind Homura's legs with a small gasp. Homura simply glanced at it with a raised eyebrow.

The lesson that followed was the usual (complete with the teacher somehow making a lecture that was supposed to be about Les Misérables in the context of the French Revolution all about how her boyfriend didn't make the bed properly). Throughout it all, Sayaka kept a wary eye on Homura, ready to punch her out (or at least try to) if she made a move to hurt either Madoka or Kyubey. Madoka, for her part, tried to concentrate on the lesson, but was constantly distracted by the little not-Kyubey creature that kept peeking out from behind Homura's legs (she had a better angle to see it than Sayaka did.) Sayaka did worry slightly, Madoka had a tendency to think with her heart than with her head, and Sayaka just didn't want her to make a serious mistake by trusting someone she shouldn't just because they looked cute. Kyubey, impassive as ever, simply stared at Homura and her companion throughout the whole lesson (Sayaka wondered if his species eyes ever got dry, he didn't seem to blink at all).

Homura simply stared ahead, occasionally writing something down, but overall she didn't seem to be paying attention to the teacher at all. Oddly though, Sayaka noticed, that whenever the teacher called on her to answer a question, she always answered with the exact correct answer, even with Sayaka swearing that she hadn't even been listening.

Still, nothing especially exciting happened and when the lunch bell rang, Homura and her small friend filed out of the room with the rest of the class. Homura paused however at the door and turned back to stare at Madoka with intense eyes. The girl in question looked away at the mysterious girl's scrutiny, and Sayaka tensed up, ready to step in front of her friend. But the little white Kyubey creature nudged against Homura's leg rather forcefully, as though he were even more eager to get out of the room than Sayaka was to see them leave. After glancing down at the creature with a look of mild annoyance (Sayaka was personally grateful that Mrs. Stoneface actually could show some emotion) and then turned and walked out of the door.

"I wonder why he seemed so scared" Madoka said quietly as she watched the two figures vanishing down the school hallway.

"What makes you say that?" asked Sayaka as she hefted her school bag over her shoulder and they both strode out of the classroom and towards the school cafeteria. Kyubey walked beside them, his red eyes staring up at them.

Madoka looked conflicted, "well, he kept looking at me, and . . . well . . . I could just tell. He kept looking back at where you and Kyubey were sitting and he looked like he was shivering a few times. He kept looking at Homura and his eyes were so wide, like he was begging her for something!"

"Huh," Sayaka said, rolling this information around in her mind. She supposed that, with Homura being a bit of a psycho, maybe she even creeped her minions out. She smirked slightly as the two friends and the Magical Familiar got food and walked out onto one of the open-air walkways.

"That's ironic, the girl whose supposed to fight monsters is so scary that she intimidates one of the . . . things" she glanced apologetically at Kyubey, who merely cocked his head to the side, "that's supposed to help fight those monsters."

She giggled a bit at the thought and Madoka gave a small smile. They found a spot to sit down, thankful for the soft wind that kept them cool, and began to eat, Madoka occasionally giving Kyubey a few of her tastiest morsels.

"It's as I said before," Kyubey said after consuming several food bits, "he's likely suffering greatly as well as confused. It would be in his best interests if he were to return for treatment. Unfortunately, in his current state, he likely will not do so on his own. It may come down to a fight if Homura continues to insist on keeping his company."

"But the only Magical Girl we know who might help is Mami," Madoka said in a morose voice.

Both girls sighed slightly, then Sayaka glanced at her friend, "hey Madoka, you have any luck figuring out what your gonna wish for?"

"Uh uh" Madoka said quietly, "how about you?"

Sayaka stretched her arms out, "nope, I don't have a clue. Totally stumped, I've thought about it so much my brain is starting to hurt."

The blue-haired girl stood up, walking stretching more as she continued talking, "I mean, there's plenty of stuff that I want to have, or I guess, want to do, but I think it's the whole risking your life thing. That's probably what's holding me back. Nothing I want's worth that much, that's for sure."

Sayaka strolled over to the fence on the edge of the balcony, hooking the fingers of her right hand in the mesh of it, staring out over the city as she pondered the strange opportunity that she and Madoka had been given.

Kyubey, his voice light and conversational, spoke as she stared at her, "that's so odd, most girls accept my offer right away."

The light wind ruffled their hair as Sayaka turned to half look back at her friends, a self-deprecating smile on her face.

"Then, I guess we just don't know any better, do we?"

Madoka smiled softly herself, "really, do you think so?"

Sayaka turned back towards the fence, "yep, we're blissfully ignorant."

She stared out at the city full of millions of people, many of which likely would've traded away the life they had in an instant for a single wish that could change their fate.
"There are probably tons of people out there who have it way worse than we do. Plenty of people who could use a wish way better than us. Why us? Why were we given this chance? You see, we can't really know what to wish for because we don't know what it's like to want something that bad. To want something so bad that we would trade our lives for it."

"Sayaka" Madoka said softly, staring at her friend with wide eyes. Then she brightened as an idea struck her.

"Maybe we could make a wish for Kyubey's friend to get all better!" Madoka said, her eyes shining as she thought of the idea. Sayaka placed a palm to her chin, contemplating the feasibility of such a wish, but Kyubey interrupted both of their trains of thought.

"That's very noble of you Madoka, but I don't think that's wise. We don't even really know what's wrong with him, which would probably be essential to correcting it, even with a wish. Plus, I can't in good conscience ask you to waste a once in a lifetime opportunity on a matter that's sure to be resolved soon even if you don't become a Magical Girl."

Sayaka smirked and thumped Madoka on the back, "that's our Madoka, always thinking of others before herself. Even when she should be selfish."

Madoka spluttered a bit, but then both girls noticed someone walking out of the school towards them. It was none other than Homura and the small Kyubey creature they'd been talking about. Both walked forward, Homura taking long confident strides and the Kyubey-ish creature jogging to keep up with her. Madoka gathered Kyubey up in her arms as Sayaka stepped slightly in front of her, her arms half raised in case an attack came.

"Don't worry," came the telepathic voice of Mami. Glancing to the side, the two girls saw her perched in a small tower a dozen feet away, one of several that provided aesthetic decoration to their school campus. She was ready to intervene if things got violent.

About 10 feet from them, Mrs. Stoneface and her minion (as Sayaka termed them in her mind), stopped and stood still. Homura's gaze was fixed almost unblinkingly upon Madoka, and the little creature kept alternating between the three of them, as well as staring off at the point where Mami was perched, all but confirming that the two knew she was there.

Sayaka decided to take the initiative, "back for a rematch?"
Homura's voice was matter of fact, "no, I didn't come to fight." Her eyes moved to Kyubey and they hardened to look more like chips of stone than anything living.

"I was trying to kill it, before it could make contact with you. But now that's no longer possible." Her eyes flicked upwards and back to Madoka. While they remained empty for the most part, they also softened immeasurably as she gazed at the pink-haired girl.

"You remember what I said? You remember my warning about how if you changed, you would lose everything important to you?"

"Yes" Madoka said softly, overcome by those purple eyes that seemed to stare right through her, though somehow, she couldn't help but feel a sense of familiarity, of almost trusting when she looked into Homura's face.

Homura sighed lightly, "good, then I'll simply have to hope that my warning hasn't been in vain." She started to turn to walk back inside, when Sayaka's voice halted her.

"Hey Miss 'butts into other people's business,' if you're so worried about other people, why are you keeping one of Kyubey's friends around like a slave?!"

The Kyubey-ish creature started, then he glanced back at Homura, as if asking permission for something. Homura was still for a few seconds, then she nodded so imperceptibly that it was barely seen The creature turned back and said, in a bit of an annoyed voice, "Kyubey isn't my friend . . . and I'm not her slave."

Kyubey hopped down from Madoka's hands and strode towards the creature, who backed away, a fearful look on his face. Kyubey stopped and sat on his hindquarters, tilting his head slightly as he stared at his counterpart.

"You really should return to get better. I can see the problems beginning to compound on you, even if these girls can't."

Key snorted, his face going from alarmed to sardonic in half a second, "I'm not going back. I'm just fine thank you very much."

"I only see more proof that you are unwell." Said Kyubey in a reasonable voice. "But it appears that there isn't anything I can do at the moment. Don't worry, we'll always have a place open for you when you realize how sick you are and how much you need to get cured."

The creature's body shuddered violently, so much so that it almost looked like he was about to have a seizure. He looked supremely relieved when Homura turned fully and began to walk back indoors. He scurried after her immediately, and soon the two disappeared from sight.


"In several weeks, a Witch called Walpurgisnacht will descend upon the town" Homura said as she stared at Key from across the table.

It was after school and Homura had walked back to her living space with Key, saying that they had to discuss their plans for the future. Key stared at her for a second, then looked down at the papers that Homura had spread across it. On them were maps of the city with various points marked down, as well as newspaper clippings and lists of various equipment that Homura apparently wanted to commandeer.

"Okay, what's so special about this Witch. The name sounds familiar, but when I was a part of Kyubey I was never involved with her. All I recall is that he occasionally had to exercise some will to make sure she didn't run roughshod over too much Human Civilization."

"Walpurgisnacht is powerful, far more powerful than any other Witch. She doesn't need to hide within a labyrinth because she simply warps and destroys the world as she moves. Her familiars lay waste to anything in her path and when she comes here, this city will be destroyed."

Key pondered one of the maps on which Homura had marked down areas in the city that Walpurgisnacht was likely to move over, and the spots where bomb traps would be best to be placed. He glanced up at her, a wry smile on his face.

"You do know how many bombs we're going to have to steal to pull this off, right."

Homura blinked, her face still set in the deadpan expression, "is that a problem for you?"

Key's smile drooped a bit, but then it renewed it and said, "given that it's that or let the city die, no. But isn't it a bit funny to think about the faces of all the people who'll wake up to find all their weapons vanished?"

Homura stared at him, "no. I don't waste my time on pointless things. You would do well to do the same."

Key's smile vanished completely and he sighed deeply as he stared at his feet. Then he hiked up his shoulders and said, "alright, what's the the plan."

Homura explained simply and factually. Key nodded as she went, occasionally asking a question for clarification, which Homura answered. It was a straightforward, and yet flexible and spoke of long experience fighting such creatures.

"How do you know so much about fighting Walpurgisnacht?" Key asked innocently.

Homura's mouth shut, and Key could swear that her brows creased a bit. After a few seconds of silence, in which both individuals stared at each other. Key cocked his head to the side, trying to discern why what he'd asked made Homura so reticent.

"Wouldn't it be more logical to tell me so I could help you?" Key ventured, hopefully.

"'Logical,' is the word you would use Incubator" Homura said, her lips tight.

Key stuttered, realizing just how "Kyubey-like" he'd sounded with his question.

"I-I, I didn't mean . . . what I meant was . . . I'm sorry."

After a few moments, after Homura had stared him down, she snorted lightly and moved on, outlining the rest of the plan. After that was done, she glanced to the windows. Key did so as well and saw that the sun was nearly set. Homura stood up and motioned for Key to follow as she strode out the door.

"Where are we going?" Key asked as he ran up beside her and they strode down the street.

"Mami will be hunting down the Witch we encountered yesterday" she said as she strode purposefully in the direction of where they'd last seen said Witch. "She'll be taking Madoka and Sayaka along to show them what a Witch Hunt is like."

Key nodded, "oh, okay. So you want us to follow them to make sure they don't get into too much trouble?"

Homura nodded and they both set out.


Having successfully tracked the Witch to it's Labyrinth and saved one of its victims from an untimely suicide, Mami led Sayaka and Madoka into the Labyrinth itself. Sayaka had brought a bat in order to protect herself annd while it would do much (if anything) Mami knew she meant well, so she'd given it a bit of an upgrade with some of her magic. Their safety was her priority after all.

As with all labyrinths, the natural laws of physics seemed to give way to a madhouse as they entered. The familiars they had encountered the day before had been based on plants and the like, though she wasn't quite sure where the puffballs with creepy mustaches came from. In any event, they didn't present much of a challenge for Mami as she conjured up gun after gun and blasted a path forward. Madoka followed close behind, hugging Kyubey to her chest and Sayaka brought up the rear, taking swipes at anything that came up behind them with her magically enhanced bat.

As they moved further in, the presence of foreboding and of being intruders into something inhumane increased, as it always did in a Witch's Lair. Mami wondered if, now that they were no doubt approaching the center of the Labyrinth which would be the heart of the Witch's power, whether or not the two girls she was escorting were having second thoughts.

"Well, how about it, are you scared yet," she asked mildly as she skillfully sniped two flower like familiars at once.

Madoka didn't respond, but Sayaka did, saying unconvincingly, "y-yeah right. As i-if!"

Mami didn't blame her, she still felt nervous much of the time when confronting Witches though the fear that had almost gotten her killed a few times when she was starting had mostly dulled to a feeling of nervousness over time.

Kyubey's voice cut in, "keep going, we're almost at the center of the labyrinth."

He was right, as Mami saw a doorway that almost always led to a Witch in these labyrinths. It was guarded by a pack of those creepy mustache puffballs. She simply conjured 5 or 6 guns and let them blast the familiars away. Then the door opened of its own accord and behind it was another door, which opened once it was in view, revealing another door. The same process repeated several times as the group almost felt themselves tugged through the doors until they arrived in a large antechamber. It was even more strange and weird than the rest of the labyrinth thus far, what seemed like spinning rings of random patterns swirls around it in disorderly fashions and angles, almost as though someone had just dropped a large bunch of cloth around the labyrinth and left it there. The chamber itself looked like an overgrown garden with black thorny branches everywhere, breaking up out of the floor and crawling up the sides of the walls like tentacles. But on the side of the room opposite them sat a large couch, large as a bus. But it was what was on the couch that caught everyone's eyes and made Sayaka and Madoka forget to breath.

(Music Puella Magia Madoka Magica OST - Magia)

It looked like some nightmarish amalgam of a butterfly and plant fungus. It had the wings of a butterfly sprouting out of its back, but its body was little more than a pulsating mass of red and white flesh molded in a tube that was slightly more thick at the bottom. Out of the top, in some parody of a head, what looked like a growth of sickly Algae was stuck, with blood red rosebuds poking out of it. It moved, almost seeming to look up at them as they arrived. A dull growl seemed to form in the back of its throat.

"That" said Mami emphatically, "is a Witch."
Both Madoka and Sayaka were cowering back slightly, both in shock and disgust at the horrifying creature before them.

"Ew, gross," said Sayaka as she stared down.

"It's awful," Madoka agreed. Then she asked with a scared look at Mami, "are you really going to fight it?"

"I'll be fine," Mami said lightly. She turned and grabbed the bat she'd given to Sayaka, smiling at the two as she planted it into the floor.
"I could never lose," she finished as a large amount of golden ribbons erupted out of the bat and solidified into a protective mesh around the two girls.

"Stay back, don't move," with that, Mami turned and leapt into the room, shaped almost like an arena for her to do battle. She would almost swear she could hear music heralding her arrival to put this creature down so that it could never hurt another human soul.

As Mami stepped on one of it's pint-sized familiars, the Witch roared in apparent anger and flung its couch at Mami. Mami flipped backwards, avoiding the flying furniture and the Witch took flight, flapping it's wings ferociously. Mami immediately spawned as many guns as she could and began firing, her shots grazing the Witch as it fluttered around like a moth around a light, attempting clumsily to evade. But its large size ensured that nearly all of Mami's shots scored hits.

She felt a tickling sensation and looked down. To her surprise, she found that one of the vines that the Witch had let sprout out of the floor had wound its way around her leg and midsection and she was suddenly yanked off her feet. She flew through the air and the Witch slammed her against the side of its inner sanctum, dazing her.

She felt herself getting pulled back to hang in the air before the Witch and heard Madoka and Sayaka cry out in fear for her safety. She shook her head, smirking slightly as she got ready to finish the fight with a move she had developed long ago, her "ultimate attack" as it were. But before she could do so, she heard a voice in her head that sounded familiar.

"MAMI!"

A white blur streaked over Madoka and Sayaka's heads and rushed into the chamber. With a mighty leap, it had sprung up to be on a level with Mami and as it reached the apex of its leap, they all saw that it was the Kyubey-like creature that had been hanging around with Homura. Mami saw that his face was scared and if his fur hadn't been white, she was sure that he would be looking pale. One of his tentacles seemed to flatten out as he came near to her and it slashed through the vine holding her as thought it were made of butter.

Mami wondered what he was doing, but didn't allow it to distract her overmuch because as she dropped, she saw that the Witch was standing still, evidently dumbstruck by the little creature's actions. Sensing opportunity, Mami called on her attack and suddenly a massive gun, large as a truck was perched in her arms. She aimed down the sights, and as the Witch came into them, she pulled the trigger.

"TIRO FINALE!" she shouted!

The resultant shot and explosion was so large, loud, and powerful that it startled even her. It had never been that powerful before, and it seemed as though the Witch less was shot through, but more disintegrated before the massive bullet that speared it through. The blast was so powerful, that Mami was knocked backwards and hit the wall of the lair again, even as it dissolved. She had been intending to land perfectly, and even catch her little cup of victory tea that she kept magically preserved for celebration after defeating a Witch, but her hasty acquaintance with the wall made that impossible. The cup crashed to the ground beside her, cracking apart and spilling the tea to the ground.

As she waved off Madoka and Sayaka's questions on her health as they ran over to her, Mami marked the little creature that had leapt in, apparently to her defense. It had, after a long look at her with his large and concerned eyes, walked over to where the Grief Seed of the Witch had dropped and was gathering it up with a surprising amount of care in his little ear tentacle things. Homura had appeared out of nowhere and was striding imperiously up to the little creature a rather annoyed look on her face.

Sayaka had noticed the two and shouted over at them, "hey! What are you two doing here?! What's that little thing you've got there?!"

"That's a Grief Seed," explained Mami, realizing it would be a good chance to continue instructing the girls on being a Magical Girl. She took out one of the ones she had saved. "Remember when I told you that you can gain certain rewards for defeating a Witch. Look at my Soul Gem."
The two girls (Madoka and Sayaka) looked and saw that Mami's Soul Gem looked slightly muddy as opposed to its normal golden glow. Mami tapped the side of her Soul Gem with the Grief Seed and the darkness was drawn out and seemed to filter away into the Grief Seed. None of them but Homura seemed to notice the shudder that the little Kyubey creature gave at her actions.

"These are the rewards, "Mami continued on. "In return for defeating the Witch, we sometimes get a Grief Seed which can be used to replenish our Magical Reserves."

Both Madoka and Sayaka looked impressed. Then Sayaka turned back to Homura and the little white creature who were standing in the middle of the now normal looking room.

"So you that's it huh! Jump in after everything's done so you can get all the reward for our hard work!"

Homura raised an eyebrow and the little creature seemed a bit preoccupied by the Grief Seed it was almost cradling. He didn't even seem to be listening to her. Mami's voice however, stopped Sayaka in her tracks and caused her to go quiet.

"It's alright, they can have it."

Everyone turned to look at Mami, who was smiling slightly as she looked at Homura and her little companion. She pocketed the Grief Seed she had used to clean her own Soul Gem and nodded to the two.

"I don't mind, I have plenty left over."

Homura stared in her usual expressionless way. After a few seconds, she responded.

"It was your kill."

Her companion however, shot her a look, and the two locked gazes. After what seemed like an entire conversation passed in silence between the two Homura turned back, her brow furrowed. She said nothing, but Mami smiled again and spoke in a light voice, as though there wasn't an unbelievable amount of tension in the air.

"Well, if that's all, I think we all should be getting back home. It's starting to get late and Madoka and Sayaka both have curfews. Perhaps you could join us next time and show more of what a Magical Girl's life is like."

Homura's brow creased even farther at those words, but Mami paid it no mind as she and her two pupils walked out towards the exit of the building that had formerly held the Witch's lair. After assuring the woman who'd been about to commit suicide due to the Witch's kiss that it everything was alright and she should go home and get a good night's rest, Mami escorted Madoka and Sayaka home. The two girls in question were looking forward to going on another Witch hunt the next day and seeing more of Mami being awesome.


Back in the location of the former Witch's lair, a less awesome scene was taking place. After the girls and Kyubey had gone out of earshot, Homura had turned slowly and fixed Key with a baleful stare.

"Your little stunt back there almost gave away too much!" Homura said, almost spitting the words at Key.
"Mami was in trouble, I had to do something!" Key said defensively as he shrank back slightly.

"We were only to assist if they were in mortal danger" Homura said simply, as though spelling it out to a toddler. Key shook his head.

"Why? Why wait until it gets that far? Besides, any fight with a Witch can qualify as 'Mortal Danger' and you know it!"

Homura huffed slightly and rolled her eyes. "Mami is giving those girls a highly idealized version of what it means to be a Magical Girl. She is good at what she does, but she's too desirous of companions to do or show anything truly drastic enough to drive them away. They need to know what this life is really like."

Key cocked his head, a sharpness coming into his voice, "and I suppose Mami dying would be a perfect example of that!"

Homura stiffened, and Key took another step back as the intensity of her stare ratcheted up once again. After a few seconds of this, she turned on her heel and began walking away. After a few step, she called back.

"Mami will undoubtedly take Madoka and Sayaka out on another expedition tomorrow. We will shadow them again to make sure no harm comes to them."

Key could tell that the conversation was over from Homura's tone of voice and, after a few seconds contemplation, ran to catch up with her.


The next day had come and gone, with Sayaka visiting her friend in the hospital and all the girls going through a normal day at school. Homura and and her companion had not joined them for their Witch-Hunting excursion, so Mami had led them on the hunt for what turned out to be a familiar and not a Witch in actuality. The fight had been even easier than the one against the floral themed Witch the day before and Mami hadn't even had to use her "Tiro Finale" move in order to finish it off.

There had followed a long discussion on the nature of wishes and Mami had counseled the girls as best she could. Sayaka had asked the question of whether or not she could wish for another person's benefit, and Madoka had immediately guessed that she wanted to wish for her friend who was laid up in the hospital. Mami had smiled at Sayaka's feelings, but felt the urge to warn her to the dangers of making such a wish when she was probably expecting the wrong things out of it. She had seen plenty of girls wrecked by making a wish that they thought was for a selfless reason, only to realize later on that they were trying to get something selfish out of it, or that they had wished for the wrong thing. A certain redheaded girl flashed into her mind and her smile momentarily dropped from her face.

She had quickly shaken off her sad memories of Kyoko and had returned to the moment at hand, showing the girls home so that their parents wouldn't be worried. She'd been heading home herself when she cut through a public park. It was dark now and the park was deserted. She strode into the park center walking down some stairs in the direction of her apartment, holding her soul gem in her palm. The light of faint electronic torches illuminated the area, and alongside the stairs flowed water. Adding to the ambient noise were insects buzzing around the lights. As Mami descended the last stairs, she sensed the presence of another person behind her. She morphed her soul gem into the form of a ring.

"Don't you even care?" came Homura's voice from behind her.

She looked around and, as she expected, Homura was standing on top of the steps she'd just vacated, looking down at her fellow Magical Girl with an intense stare. The two girls matched gazes for a few moments, then Mami noticed the strange white creature, alike to Kyubey but with differences, peeking out from behind Homura's legs. It looked at her with a guarded expression, and yet Mami couldn't help but think that there was something like concern in its gaze as it's gaze switched back and forth between herself and Homura. Mami was a little less suspicious of the creature, but as she didn't have Madoka and Sayaka here to protect, she felt little need to hide her distrust of the two. Though the little creature had helped her yesterday, she hadn't forgotten that Homura, who he was definitely allied with, had made her introduction via attempted murder of Kyubey.

"You do realize you're leading innocent people into danger, don't you?" Homura's voice was hard, and had a sort of stoic anger to it. As Mami turned to fully face her, she kept her guard up, she had no idea what this girl was capable of, and overconfidence had been the death of many a Magical Girl. Still, she wasn't about to back down to this girl who didn't seem to appreciate the kinds of sacrifices that Magical Girls had to make, nor that it was their duty to protect people.

"What are you talking about, Kyubey chose them, they're a part of this now" she said firmly. Like it or not, they were, and it wasn't as though Mami was lying to them. She was giving them a balanced view on life as a Magical Girl, danger and all. The altered Kyubey strode out from behind Homura, his gaze still flitting between the two girls, as though he was trying to figure the situation out himself.

Homura's stoic face did not alter, "you're steering them into becoming Magical Girls."

"And I guess you don't like that."
"No, I don't. especially since Madoka Kaname is involved."

Mami smirked, now they got close to the heart of the issue, "uh huh. I see, you've noticed it too have you? Her incredible potential." Mami herself had honestly been amazed herself at just how powerful Madoka had been. If she became a Magical Girl, Mami could tell that she'd be an incredible force for helping people and stopping Witches. Possibly far more than any other Magical Girl, she had power, a power that she could use to help save the world.

Homura gazed even more intently at Mami, her eyes like chips of ice, "I won't allow it. She won't become like one of us."

And there it was, Mami was certain she knew the real problem here, "afraid of someone stronger coming along to challenge you. Sounds more like a child throwing a tantrum than anything else."

Homura's face twitched, becoming only slightly tenser. The beginnings of a glare formed, but just that. Still, it was a reaction and it seemed to confirm Mami's beliefs. The wind, barely noticeable before, started to pick up. It whistled past, echoing through the park that was empty but for themselves, seeming to foretell dark things. The white creature, who had been silent up till now, finally spoke.

"That's unfair, you don't know anything about us Mami."

Mami appraised him, his telepathic voice certainly carried more inflections and, well, emotion than Kyubey. He also didn't look insane, but then again, she wasn't any expert on how Kyubey's people were supposed to act. He was looking her up and down, as though he was struggling to make a decision.

"I do know some things. Kyubey told me about you" she said, paying careful attention to how he responded, not sure what to expect.

She did not expect him however, to roll his eyes and give an extraordinarily loud snort of derision.

"I'm sure he did, what did he say, that I was insane? Probably spun some sob story about how he wanted to help 'cure me.'"

Mami blinked, a little thrown off. She considered Kyubey to be her friend. She accepted that he acted a little weird at times and seemed to have some trouble expressing himself and relating to her, but she forgave him his oddities. But this creature was acting more, well, "human" than Kyubey ever had. Is that why Kyubey said he was insane?

Both sides stared at each other, Mami pondering the two, the abnormal Kyubey-like creature glancing back at Homura, his eyes sharp, and almost questioning. Then Homura reached up, flipping her hair back, as though out of habit, as she spoke up again.

"I don't want to fight, but you leave me no choice," she said in a flat tone. It was not aggressive, but it was firm. Mami supposed she could only be just as firm in response, she couldn't afford to be weak.

"Then just make sure we never see each other again," she warned in a light tone. "We're through talking after tonight. Next time we see each other again, we'll definitely have it out."

Mami turned to leave, but stopped when she heard the voice of Homura's friend in her head.

"Mami wait, you can't leave, you need to know what's going on! We-" the voice halted, and Mami glanced back. Homura was glaring down at her little familiar, with a look that left nothing to discuss. It quailed underneath her gaze and was glancing back and forth between her and Homura, as if in some sort of agony over a choice that it had made.

Pity welled up in Mami's heart as she recalled how the little creature had leapt to her defence in the fight against the Witch yesterday and she turned half back and said, in a kind voice, "I'm sure Kyubey would forgive anything you've done. Whenever we mention you, the only thing he talks about is how much he wants to help you, to make you better."

She'd intended the words to be comforting, but they had the exact opposite effect as the creature started shaking violently for a few seconds as if the thought of Kyubey was torment to him. Then he appeared to get control of himself and stared up and Homura, his gaze pleading, but Homura's harsh stare did not flicker.

Not knowing what else to do, Mami walked away. She did not see Homura look up to the sky, a pained expression on her face. Nor did she see the sad and worried eyes that the Kyubey-like creature gave her as she left. Nor did she see his expression change to anger as he turned and glared at Homura as they walked back to their base.


"Why haven't we told them the truth yet?" Key demanded. Homura didn't even look up from the map of the city she was pondering over.

"Because it's pointless, they're lost causes."

Key was glaring at Homura, not that she noticed.

"How can you say that?!" he said heatedly.

Homura traced a line on the map, as though making some mental calculations, "people like them don't want to face the truth, and if it's forced on them, they break. Better that they serve some purpose before then."

"Are you even hearing yourself?" Key asked incredulously. Homura simply grabbed a pencil and began making little notes on her map. "They're people just as much as you are! They can help us, and we have a duty to try and help them, not threaten to kill them!"

Homura shrugged, continuing to plot attack vectors and the like on the map in front of her, "Your naivety will likely get you killed if you continue on like this. They can't be helped, their own flaws make them into lost causes, and I don't waste my time with lost causes."

After a second, a paw entered her field of vision, claws extended. It gripped the top of the map that she was drawing on, and, with an enormous tug, whipped it off the table, Homura's pencil leaving a large mark through the center of town.

For a second, Homura simply stared at the empty table, then slowly, ever so slowly, she turned her head up to look at Key. His eyes were narrowed and he was glaring at her, his hackles raised.

"I was using that."

Key scoffed, "you weren't listening."

"You weren't saying anything important."

Key slammed one of his paws down on the table, shaking it slightly.

"What is with you?!" he said loudly. "How can you be so casual about letting them die, or worse, become Witches?! Why don't you care!?"

Something twitched in Homura's face, then she stood up, towering over Key and glaring down at him.
"You would do well to remember your place, Incubator. Just because I've agreed to be allies for the moment doesn't mean I've forgotten what you are."

"What I used to be!" Key's voice was defensive.

"I am shielding you because you are useful to me, but do not think that that requires me to suddenly start caring for every stupid girl who thinks that this is a game. Do not think that you can lecture me. And do not think that I will forgive you for what you did to Madoka Kaname."

She regretted saying that last bit as soon as she had said it. It edged far too close to revealing her time-traveling power secret.

Key looked stricken and seemed to hunch in on himself as Homura spoke in her severe voice. For a few seconds he gazed up at her with his eyes wide and a small amount of fear.

"I thought we were getting along better."

"We work well together, I'll grant that. But that doesn't mean that I like it."

Key sniffed, but then, his eyes hardened, "I don't care!"

Homura's face gained a slightly surprised look as Key arched his back and glared right back at her, possibly even more intensely than she had been glaring at him.

"I don't know why you're like this. I wish you'd tell me!" for a moment, his gaze softened and he looked at her as his eyes grew sad once again. "I wish you'd tell me so I could help you. But I'm not going to give up on the others. I'm going to talk to them, to find a way to reach them."

For a moment, the two glared at each other. Then, Homura shrugged. She turned and walked over to pick up the map.

"Do what you want, I don't own you and you don't own me. Waste your time if you want, but be available to help tomorrow morning."

With that, she was back to drawing again.


Mami closed the door to her apartment and let her bag fall to the floor. She let out a tired sigh as she moved over to her small kitchen. She started to boil some water and then began rooting around for her teabags. With some dismay, she found that she had only one left, she supposed that Sayaka, Madoka, and herself had drunken quite a bit between themselves. She would have to buy more after school tomorrow. Another short sigh worked its way out of her mouth as she looked at the clock and realized that she'd wouldn't be getting much sleep that night.

She was about to sit down on her couch, when she heard a soft knock on her door. Glancing through the peephole, she didn't see anyone, which confused her. She opened the door a crack, and looked out. She still saw no one.

"I'm down here."

She looked at the floor outside her door and was shocked to see the abnormal Kyubey from before standing in front of her door. He glanced up and down the hallway, looking nervous. Mami gazed down at him with some surprise.

"I thought I warned you to never see me again."

The creature blinked, "I-I thought you said that to Homura, not me?" The way it came out, it sounded more like a question than a statement. Mami raised an eyebrow.

"Aren't you two partners?"

The abnormal looked down, "umm, yes in a manner of speaking. We are working together . . . but we . . . uh . . . look it's complicated and I'm not sure how long I have! Can I come in?!"

"Why should I let you?" Mami asked bluntly. She couldn't deny that she was intrigued by this small creature and was curious about him, especially by how nervous he seemed. But she couldn't forget that he was in league with that girl, Homura, who was plainly a loose cannon, and therefore, dangerous to both herself and her new friends.

The creature looked distressed, "because I have important information! There are things that Kyubey isn't telling you that you need to know! I promise that I won't do anything to hurt you, I want to help you! Please just let me in!"

His voice was very desperate, and Mami couldn't help but feel some pity for him again. After a moment, she sighed and opened the door fully. The creature darted in quickly, jumping up on her table and turning to face her as she closed door. She picked her tea cup and walked over to her couch to sit down. For a moment, both the creature and the Magical Girl stared at each other.

"First off," said Mami, "what's your name?"

The abnormal blinked, "you think I have a name?"
Mami smirked slightly, "most people do."

The abnormal shook shook himself slightly, "oh, right, I forgot you don't know. I should really stop expecting others to know as much as Homura did. My name is Key."

He sounded rather proud of the fact that he even had a name. Mami took a sip of her tea to gain some thinking time. Then she fielded another question.

"Why did you attack Kyubey yesterday?"

"Because he was going to try and get Sayaka and Madoka to become Magical Girls, and I won't allow that anymore, not when I can avoid it" he said firmly.

Mami appraised him coolly, "why? I can understand why Homura, or even just another Magical Girl might want to prevent competition, but you're like Kyubey, aren't you supposed to do everything to make sure that Witches are gotten rid of?"

Key looked down at the floor, and his face grew drawn, "you would think that from what Kyubey tells you, wouldn't you."
"What are you talking about."
Key looked up, his face still drawn and his eyes sad, "Kyubey doesn't tell you everything."
Mami considered this. After a few seconds, she spoke in defense of her friend, "we all have secrets."

"Friends keep secrets and information for good reasons. Kyubey keeps secrets because it benefits him not to tell you them."

Mami took another sip out of her teacup, put it down on the table, and crossed her arms.

"Why should I trust your word? I've known Kyubey for years. I consider him a friend, but you I've never seen before, and you expect me to simply believe you?"

Key looked agitated, "I'm telling the truth, please believe me! You've got to believe me!"

He was breathing heavily and took a few moments to catch his breath. Mami felt slightly guilty for upsetting him so much. After a few moments, Key seemed to calm down, then he spoke.

"Haven't you ever wondered why you only ever saw Kyubey of his race? If we're a thriving civilization, why aren't there more of us? Why does it just seem to be Kyubey dealing with the Magical girls?"

Mami, considered this, then spoke "I'm sure there are others, Kyubey probably just deals with this one city after all."

"Nope," Key said, "Kyubey is the whole operation, the only one dealing with all the Magical Girls and Witches on Earth is Kyubey."

"That seems rather far-fetched," Mami said incredulously.

"Not really," said Key, "especially when you consider that Kyubey is the only individual member of our species." After a moment, he realized something and added, "beside me, I mean."

There were a few moments silence, then Mami spoke, "so what you are saying, is that the Kyubey I know is the only member of his species?"

Key sighed, "not exactly, I don't mean that the Kyubey you talk to is the only body. I'm saying that the Kyubey you talk to is the only individual running the species."

Mami blinked, "I'm . . . afraid I don't follow."

Key put a paw to his head, "I'm bad at explaining things, I should've guessed from when I talked to Homura. Okay, we call ourselves Incubators. Don't ask me why yet." He said sharply, for Mami had opened her mouth. "I'll get to that if I have time. Anyway, we operate like a Hive Mind, like a Beehive. We may have multiple different bodies, but there is but one overriding mind and influence. That mind is Kyubey's. Each body to him is more like tiny extensions of himself. Killing one is akin to plucking out a hair."

Mami contemplated this, after a few moment, she finally spoke. "Supposing I believe you, what difference does it make. I admit it would be strange that Kyubey never told me this, but how would that effect our purpose to fight Witches, and why do you talk as though you aren't a part of this Hive Mind?"

Key shuddered slightly, "I'm not a part of it, not anymore. Being here on Earth changed me and I've realized a few things. Like how I don't like how Kyubey does things, and how amazing you Humans are. But back on the subject of Kyubey. I'm not sure if this is just a part of the Hive Mind, or something else, I don't know everything. But anyways, you may see Kyubey as a friend, but he certainly doesn't reciprocate."

Mami opened her mouth to protest, but Key ploughed on, "he doesn't feel anything really, at least, nothing that lets him connect or empathize with others! All he sees you as is tools, cattle, things to make his system work. Didn't you ever wonder how it all started, how this whole system of Magical Girls vs Witches got goin-"

Key's ears flicked up and he suddenly turned, as though he were listening very intently. A look of fear blossomed on his face.

"He's coming," he said.

"You mean Kyubey," Mami said, confused at his reaction. "Perhaps you two could patch up your differences-"
"No!" Key said loudly, he looked back at her and he shook slightly, "I have to go!"

"Why are you so scared this time?" Mami asked, he'd seemed brave enough to attack Kyubey the other day."

"This time he's coming to get me! He doesn't want me to reveal anything to you!" he stood up in an instant and was running to her balcony door. With his tentacles, he opened it up and paused a moment, looking back at her with a sad expression.

"I'm sorry I didn't get to tell you more. Just don't trust Kyubey and don't do anything stupid okay! I'll talk to you as soon as I can! Don't tell Kyubey anything about me!"

Then he leapt off the balcony. Mami knew better than to worry, she'd seen Kyubey do similar things and he was always fine. Still, his last words shook her slightly. It was apparent that he didn't want to hurt her. But, then again, that Homura girl might be misleading him. Perhaps he was mentally ill, just not as much as Kyubey thought, and Homura was manipulating him in order to get more power.

"Was my sickly friend here?"

Mami turned and saw Kyubey standing in front of the door, staring at her with those glassy eyes she'd come to know him by. Somehow, they seemed less like a novelty, and more sinister. Still, Mami wasn't entirely ready to take Key at his word, though a bit of investigation on her part couldn't hurt.

"He was," she said simply.

Kyubey tilted his head, "why were you conversing with him? I did warn you that he was dangerously insane."

"He didn't seem very dangerous," she admitted.

"Looks can be deceiving," Kyubey said simply. "He likely has some sort of ulterior motive in speaking to you."

Mami was silent, staring down at Kyubey. Presently, she asked a question, "Kyubey, do you have any relatives? I'd like to meet them if you do."

Kyubey stood up, it seemed he was about to leave, "I do not have any relatives as you would put it, they all died long ago."

"I'm sorry to hear that, but are there anymore like you?" Mami said sympathetically. "Any other creatures that grant wishes for Magical Girl's?"

"Did Key say something?" Kyubey inquired. "He was likely trying to undermine our bond with what he was saying."

Mami felt a bit abashed, then she noticed that Kyubey hadn't answered her.

"Are there any more, Kyubey?"

Kyubey flopped his head, "Key exists, that should answer your question."

"But you aren't," Mami observed.

"Aren't what?" Kyubey asked innocently.

Annoyance flared in Mami, "you aren't answering my questions, you're evading them! Kyubey, are there any other individual members of your race besides yourself and Key?! Give me a straight answer!"

Kyubey was silent for a very long time, the, just as Mami was about to ask him again, he shrugged, "my kind finds that other individuals are a nuisance. No, I am the only individual in my species besides Key on this world."

Mami frowned deeply, she did note that he said 'this world' but she decided not to push her luck on that particular subject. Instead, she asked. "then what is Key? Why do you say that he's insane?"

Kyubey sighed, "I would think that you would trust my judgment after our long friendship. You must understand Mami that my kind is different than yours, and to us, group cohesion is valued. Individuals only disrupt this goal. Individuals who end up outside of our collective eventually become dangerously unhinged and cause large amounts of damage."

Mami made to sip her tea again, and discovered that she was out. She laid the teacup down on the table and crossed her arms. Then she yawned and was forcibly reminded that she was burning valuable hours that could be used to catch up on sleep. Whatever was going on, she could deal with it tomorrow when she was rested.

She stood up, "I'm going to bed Kyubey. We'll talk more tomorrow."

Kyubey nodded, then turned and walked out of the apartment, calling back as he went, "I'll watch over Madoka Kaname tonight, just in case Key comes calling."

As Mami got into bed, she couldn't shake the feeling that there was something big that she was missing. Things had definitely taken a strange turn these past few days, and she was only getting more and more confused. Still, she had school in the morning, and then she was planning on taking Madoka and Sayaka on another patrol so she'd have to be in top form.

Her dreams were not pleasant.


"I talked to Mami."

Homura paused as she was pinning a newspaper clipping up on the wall. She turned and looked to see Key walking into her lair, panting slightly.

"I'm assuming from your being out of breath that she tried to tie you up and shoot you" Homura said in a smug voice.

Key blinked, "uh . . . no. She let me into her apartment and we talked. I'm panting because Kyubey came and I had to run."

It was Homura's turn to blink, "and how did she react to the knowledge of what Witches are?"

"We didn't make it that far, Kyubey was pretty quick on the draw."

Homura cocked an eyebrow, "did you get to tell her anything she didn't already know?"

"Yes," Key said, somewhat indignantly. "I got to tell her about how my kind lives in a Hive Mind, and about how Kyubey sees everyone as just a tool, or a piece of cattle."

Homura mulled this over for a few moments, "how did she react?"

"She was suspicious, but willing to listen," said Key. "Even with her promise to fight you the next time we met, she was still willing to hear me out. She was respectful and paid attention to what I said!"

Homura considerd this. Mami was more fragile than she seemed and she craved company. Still, she was arguably one of the most powerful Magical Girls on the planet, and a valuable shield for Madoka when push came to shove. That and she had managed to teach Homura well during their training sessions. In more recent loops, Homura had tired of Mami's inability to handle the truth, but perhaps if she were some actual hope, some . . . insurance against witchhood, then things might be different. Homura was still slightly skeptical, but then again, Key was a new element that she'd not seen in any of her other loops. She shifted slightly, then spoke, "so what would you recommend?"

"Make peace with her," Key said simply, his eyes soft and pleading. "Try talking to her and not threatening her. Madoka and Sayaka too. If we want any hope to try and make a change, we need friends and allies. They're caught up in this thing too, and worse, they're being manipulated by the being who runs it for his own benefit."

"They are hardly willing to speak to me," Homura retorted. "You have seen how they look at me, with fear and distrust. They hate me."

"Madoka doesn't," Key said. Homura flinched, something that Key noted. He continued, "and I don't think the others really want to feel like that towards you. You just don't make it very easy to actually like you."

Homura sniffed airily, "I have more important things to do than try to conform to what they think I should-"

"That's not the problem!" Key said fiercely. "The problem is you just stand in the shadows like the some dark monster. And when you do talk to people, you're constantly putting them down and staring at them with blank eyes! You don't even try to be engaged!"

A quiet moment passed between the two of them as Homura considered his words. Then, she tentatively asked a question.

"What . . . do you propose?"

Sensing he'd been given an opening, Key smiled and plowed ahead.

"That we (probably me) ask them politely to talk about things because we have some very important information for them. With both of us, and me being an Incubator, I'll lend credence to the truth and if need be, we can show them my ability to prove it. You'll need to be a bit less intimidating, or at least leave most of the talking to me. But if we can pull this off, we might get Mami as an ally, and Madoka and Sayaka will have all the knowledge they need to never even want to make a contract with Kyubey. We should probably do it as quickly as possible, tomorrow during or after school would be best."

Homura considered this, considered it long and hard. Minutes passed and Key's apprehension grew with each second. It felt like they were standing on the edge of a knife that might slice them apart if they moved in the wrong direction. Finally, Homura looked at him and she said, "very well, tomorrow we'll attempt to arrange a meeting where we can talk, without Kyubey if possible. There, if you wish, we'll inform them of whatever amount of the truth you wish to disclose."

"Thank you!" cried Key, relief flooding him, and if it were possible, he was sure he'd have tears in his eyes. Then he thought for a moment.

"The best place would probably be Mami's apartment, She lives alone and let's be honest, it probably would let them trust us more if we go to a place that they know, rather than dragging them back here. The key thing," he stopped and chuckled for a moment while Homura stared dully at him. Then he continued, "the key thing will be getting them to agree to meet without Kyubey. He'll probably try and spy regardless, but I might be able to block him out, I'm not sure. But even if they insist on him being present, we can still reveal the truth about how Magical Girls become Witches, and then I doubt that they'll want to be friends with him anymore. Most Magical Girls don't want anything to do with him after they learn the truth, if they ever do."

Homura let the talk wash over her as she realized that, for the first time in a long time, things might actually be changing in the time loop.

She just hoped that they were for the better.


Author's Note:

Well, things are really starting to get interesting. While canon hasn't been driven off the rails completely, and in some cases won't be (for instance, Walpurgisnacht is a bit of a set event that needs dealing with no matter what), in most other cases, I will be attempting to show multitudinous differences that occur because of Key's inclusion into the cast. Some of these will be based on a reasonable "what if" scenario for the series. The others . . . ehhhhh.

One slight problem with the Madoka series is that, as much as I love it, at times it does feel a bit restrictive, or at least it doesn't explain a good bit. This is fine, it didn't need to (with the possible exception of Homura's actions at the end of Rebellion, still waiting on a conclusion to that that hopefully won't destroy the characters for the heck of it). The Madoka series works well and didn't have to go into a whole lot of detail on the origin of the Magical Girl System, Kyubey's Origin, or a lot of other details that could've been explored in-universe. To do so might've bogged down the series or wouldn't have made sense in the context of the story. However, a book format is different. Thus, as I have planned now, I'm going to innovate on some explanations. Do not fear, I'll try to my utmost to make them fit within the feeling and theme of Madoka Magica canon. But I'll say it right now, I do have an overall plan for this story, and very possible more. Whether or not we make it to a sequel remains to be seen, but I have thought a good deal of this through. To make it work, in my mind, will require a bit more of detailed and explanation driven approach, so if I add some elements in and give explanations to ones that didn' have that in canon, don't be surprised. Heck, simply consider it an alternate universe if you dislike it, I won't say that my views and explanations are the only way.

Oh, and I'm being mysterious about Key's 'special ability' on purpose. You might be able to guess it, but maybe not. It won't be kept a secret for that long, and I don't plan it to be a one note thing, it's gonna be a developing element throughout the story.

One other thing, do please leave a review, I only got one for the last chapter and very much appreciate the person who did that. If you can't or don't want to, I understand but I do want you hear your guy's thoughts on the story.

Have a great day Guys and Girls!