Author's note: Note much to say. Hope you enjoy!


Soundtrack: Puella Magi Madoka Magica OST - Quamobrem

Homura opened her eyes. She blinked.

She didn't feel normal. She frowned as she stared at the bleached white ceiling of her room. A quick glance around told her that Key was not around, still sleeping on the couch in her living room no doubt. Her frown deepened as she struggled to define what she was feeling and why. She cast back to the unusual events of the previous day. Then, after a few moments, she had it.

She hadn't thought they were all going to die.

"They" in this case being the main group (as in Mami, Sayaka, Madoka, and probably Kyoko) as as she'd come to know it throughout her time looping. Perhaps another reason why she'd woken up feeling so was because she hadn't actually had any of her usual litany of dreams or memories-dressed-up-as-dreams that involved her failing Madoka.

Now that she figured it out, the crushing weight of the impossibility of their fates came crashing back down on her. It was a weight she was well used to. Still, as she shifted in bed and put her feet over the side, pressing to the cold floor, she had to admit that she couldn't really remember the last time she'd felt free of the responsibility she'd taken on herself. To be fair, it wasn't as though she'd had much reason to hope for them all to get through it. Depressingly enough, the first loop through when she hadn't even been a Magical Girl had probably been the closest they ever got.

Homura scowled, such thoughts wouldn't do her any good, no matter how much she might want to indulge in them. She stretched and felt the stiffness and kinks in her body loosen. Then she headed over towards her dresser. She did at least have something to distract herself from dark thoughts today, she mused as she changed from her pajamas into her regular clothes. It was a Saturday, so no school, and besides the group was meeting again today to further discuss matters. Some things had been left unsaid last night that she desperately wanted to know, like just what happened while Mami had been incapacitated, as she'd indicated that something had happened.

Homura froze as she pulled on a shirt that she'd pulled out of her buckler (she tried to be prepared for anything). After a moment, she finished pulling the shirt on as her mind whirled. Mami knew what Witch's truly were. She knew. Well, that wasn't so surprising actually, it's not like she never found out in any of the earlier loops, its just that after Homura stopped deliberately telling her, the odds of her finding out dramatically decreased. What was surprising, very very surprising to the raven haired girl, was that they had gotten through the entire conversation without Mami once trying to deliberately off either herself or Homura. She'd been ready for it, expected it even. She'd warned Key that girls like Mami broke when they got information that shattered their preconceptions.

And she hadn't. Had she? Did she break? Homura wasn't even really sure. Perhaps it was that her breakdown hadn't followed the pattern that Homura was familiar with. Oh Mami still had entered the death spiral of despair that she nearly always did, but the spiral had immediately been contested and halted by her friends, Key especially. And she hadn't succumbed, she pulled through . . . for the moment at least.

Homura shook her head. She wasn't delusional enough to think that this would be the end of Mami's attempts to shield herself from unfortunate truths, nor that the trauma that came with realizing that you were made to become the same monster you were told to fight, would vanish. But it was above and beyond any reaction she'd had that Homura could remember from having that bombshell dropped on her (would Witchbomb be an appropriate name)?

It came back to Key she supposed as she unlocked the door to her room and strode out. The creature itself was laying sprawled on a couch, legs in the air almost like a dog. Furthering the comparison, his legs twitched, moving back and forth as though he was dreaming about running through a forest. Maybe he was.

A small smirk, more a twitch of her lips, graced her face for a moment before Homura caught herself with a tiny internal start. After a moment's belated introspection, she strode over and gave Key a hard prod on his head.

His eyes blearily flickered open, taking in her face. Then he rolled over playfully.

"Just five more minutes."

Homura stared, then she heard Key snicker.
"Isn't that what human's say when they want to sleep some more? I was actually having a good dream this time!"

He hadn't been having good dreams? He had dreams? Homura wasn't aware of this, though she hadn't really asked. She waited as Key flopped over and groaned slightly.

"I feel all stiff. I don't know if I never felt stiff before, or if I just ignored it. How do you all handle it?"

Homura stared at him, then recalled what she'd done just a minute ago.

"Try stretching."

Key did so and let an unnecessarily loud and almost orgasmic sound of pleasure as he felt the kinks work out of his muscles. He looked remarkably like the cat he was made to resemble as he stretched.

"Sleep is weird" Key said casually as he hopped off of the sofa. "I thought I was breaking down the first time I started feeling sleepy."

"I see," Homura said noncommittally. After a few more seconds, she spoke again, "so you don't need to sleep."

Key scowled slightly, "Kyubey doesn't, no."

They lapsed into a bit of an awkward silence. Neither really sure what to say next.


Soundtrack: Puella Magi Madoka Magica OST – Mother and Daughter

There was something soft and warm in her hand as she was cradled in soft and blissful contentedness. For a few precious endless moments she sat, satisfied with only the slow breathing of her body for movement, her mind blissfully quiet.

But eventually, as all must do, Mami eventually began to return to consciousness. It was a slow process and not one she was eager to hasten. She hadn't had any beautiful dream to restore her hope, nor had a fond memory of happier times been revisited. But instead, after comforting Nagisa back to sleep, she'd simply slipped into a peaceful state of rest in which there were no responsibilities on her. No one to save with no thanks, no one to mentor who would resent her, no monsters to betray her trust and turn her into a monster herself.

Mami shook her head slightly, breathing in deeply and then blowing the air out through her nose slowly as her eyes started to prick open. She blinked and looked around. The sun was starting to rise as evidenced by the golden-orange light painting the walls in front of her. Once more she registered the comfortable, living warmth that filled her hand and looked over to see that she was still caressing Nagisa's head. A small smile worked its way onto Mami's face. She would call Nagisa cute at nearly all times, but sitting here watching her sleep, with Mami's hand caressing her head no less, Mami didn't think she could think of a better way for Nagisa to look more Moe.

After a few minutes of allowing herself to gush internally at the adorableness of the white-haired girl sleeping in her couch, Mami reluctantly removed her hand from Nagisa's head and gently eased her way off of the couch so as not to disturb the young girl. Mami looked at the younger girl for a few more moments before she reluctantly turned and headed towards the kitchen. She was hungry and no doubt Nagisa would be as well when she woke up.

Mami set about making breakfast. She worked fast and soon the delicious smell of steamed rice and Salmon were drifting through the apartment. Mami hummed as she worked, a simple lighthearted theme that she sometimes played in her head. After a few minutes she heard a soft yawn and turned to see Nagisa beginning to sit up while stretching.

"Good morning Nagisa" Mami said cheerfully as she tended the food. Nagisa looked over at her blearily, her eyes that were both the colors of orange and yellow, slightly unfocused. She was blinking heavily as though trying to clear the fog of sleep out of them.

"Mami?" Nagisa's voice was tentative. Mami smiled at her, but, as Nagisa finally properly saw her, the little girl's face fell. This confused Mami for a few seconds before she realized something, and it wiped the smile off of Mami's face in an instant.

'Mommy,' not 'Mami.'

Nagisa's expression seemed to droop. She looked down and curled up on the bed, hugging her knees to her chest. Mami barely caught what she said next.

"So it wasn't a nightmare."

Mami threw a quick look to determine that she could leave the food on the stove safely alone for awhile before she strode over and sat down beside Nagisa. Cautiously, she put a hand out to touch the white-haired girl's shoulder. At the touch, Nagisa leaned over and burrowed into Mami's side, as though trying to absorb the warmth out of her.

"I thought maybe," Nagisa said tonelessly, "that mo- . . . that mo- . . . that mommy dying and me being a . . . a . . ." Nagisa shuddered slightly. ". . . a Witch might've just been a part of my nightmares last night."

Mami sighed and placed her arms around Nagisa and hugged her tightly. She didn't know what to say. Nagisa was an orphan and had gone through several highly traumatic events. Mami knew how much of a wreck she'd been post her parents death. She'd felt so alone then. So what should she do, what could she do for Nagisa to help her?

Well, thinking back to herself, she'd been more lonely than anything else (still was in fact), so what could she do for Nagisa. Assuming she was suffering from the same thing.

Be there for her.

Not a fast or easy thing, but perhaps the most effective. Mami laid her head on Nagisa's and held tighter still as the girl shivered against her. They stayed like that for about a minute before a sizzling sound reminded Mami that there was food that might burn if she didn't attend it. The noise was so sudden and alarming that both girls sprung apart instantly and Mami hurried to tend to the food. Nagisa followed more slowly, watching Mami as she attended the kitchen with deft skill (after all, she had to cook for herself a lot since she lived alone).

Realizing that she needed some seasoning for the fish, Mami strode over to the seasoning cupboard. Opening one of the doors, Mami made to root around for them but then she froze. The item in question sat right in front of her and they were in a black container.

Black.

Mami blanched.

Black like Charlotte had been. Black like the cloying darkness that had engulfed her as Charlotte had clamped its jaws around her neck. Black like a corrupted Soul Gem, covered in dark grief, so lost to hope that it lost its shine forever to grief. Blackness like-.

A hand touched Mami's lower arm and she started slightly. Nagisa was looking up at Mami with wide eyes. It appeared that she'd been staring at the black pepper container for a bit of time. Mami gave a tremulous smile and then, forcing herself to ignore the twisting in her gut, grabbed the pepper container. Then she turned to Nagisa.

"Would . . . would you like to spread the pepper on the Salmon Nagisa."

" . . . Okay" Nagisa said quietly, a bit unsure but seemingly happy for something to do. Mami passed the container over and thankfully, Nagisa didn't seem to have any problems handling it. She carefully shook the container and bit by bit, black peppers came out and fell onto the salmon. After she had finished, Mami took the pepper and deliberately put it back in its place and closed the cupboard, sighing slightly in relief.

The rest of the food preparation continued and finished without much fuss and soon both girls were sitting down and eating a delicious breakfast. Nagisa especially looked to be enjoying the food, which made Mami suspect that she'd gotten sick of hospital food, assuming that she'd been at the hospital for an extended period of time.

Thinking about that, Mami had to acknowledge that she really didn't know much about Nagisa and that it might pay to get to know some more. It certainly wouldn't be a pleasant subject to discuss, but if she had any family that might be searching for her, or even potentially help look after her, then Mami might want to look them up.

Well, no time like the present.

"Nagisa," Mami said as she chewed on some fish, "what were you doing in the hospital in the first place?"

The younger girl looked up and her eyes had turned heavy. Mami squirmed but held her ground.
Nagisa's lip quivered slightly as she answered. "Mommy took me there when she couldn't stay at home anymore. They all told me that they just needed more time and that Mommy would be alright. But she never got better. I could tell that they were lying to me."

The white-haired girl's eyes were damp as she continued to talk, "then, a few days ago, Kyubey showed up. He acted nice and talked to me and I thought he was listening. Not like all the other people in the hospital. Then he asked me if I had a wish that I wanted to make."

Mami wished she could say that she was surprised, but she knew that Nagisa had had to meet Kyubey at some point in the story.

"My mommy and I had loved to eat Cheesecake together, so I wished for one last wheel of cheese so that we could eat it and be happy together."

Mami looked sympathetically and reached a hand over to Nagisa's shoulder as the younger girl sniffed loudly. "It's alright, it wasn't your fault she died."

"But it was!" Nagisa said desperately. "I wished for something selfish when I should've wished to save her! It was nice while we were eating the cheese, but one we finished, Mommy di- . . . Mommy di- . . ."

Mami shook her head understandingly. "Well if you think that your responsible for your mother dying, then I'm even more responsible for my parents dying."

Nagisa looked up, her face confused."What do you mean, Mami?"

Mami sighed very deeply.
"When I got my wish, I was in a car wreck. Kyubey found me the wreckage of my parents car. They were already dead and I was dying and so scared. He offered me a wish and I panicked. I wished to 'connect to life' when I could've wished to save myself and my parents."

Tears pricked Mami's eyes and she looked down. Nagisa grasped at Mami's hand that was on her shoulder and both girls stared at each other.

"It's alright Mami," Nagisa said quietly and Mami smiled slightly. Both girls stared at each other for a few moments and then reluctantly continued eating.

Wanting to find another subject to discuss, Mami cast around for another topic to talk about and her mind fell to the meeting they had all agreed on the last night. However, as it was Saturday, Mami thought that it might be even better to preempt the meeting with a training session in order to try and gain an understanding of the powers and usability of all the Magical Girls and Beings on their new team.

Mami already had a good place in mind for them to meet. It had worked well as a training area for Kyoko due to its isolated nature and abundance of junk to practice on. Even so, if she wanted o set the practice session and later meetings up, she should probably get to it now.

"So Nagisa," Mami said in a bit of a businesslike tone. "I think that the first thing we're going to do today is meet with the others so that we can test out their powers and see how well we fit together and coordinate as a team."

"And me" Nagisa said abruptly."

"Huh?" Mami said in slight confusion.

"Me too" Nagisa said as though what she said was the most obvious thing in the world. I have to learn how to use my powers too Mami."

Mami considered this. She wasn't sure she wanted to bring Nagisa along on the sorts of Witch hunts and dangers that were part and parcel of Magical Girl life. But then again, to not teach her might be a greater danger. If Nagisa didn't want to become normal again, she was a part of this, and it would be a more dangerous thing If she tried to use her powers without the slightest clue of how to handle them. No, it was probably better to include her, at least in the basic sense, in their training sessions.

"We should probably call the others and let them know where we want to meet" Mami said shortly as she prodded Madoka and Sayaka mentally, deciding to start with them first.

"Madoka . . . Sayaka?" Mami called, reaching out telepathically to the two girls who'd been at her side for the past few days.

"Hello Mami" came Madoka's chipper response. It was followed by a long drawn out groan in Sayaka's voice that Mami could only smirk at.

"I will assume from that bright and cheerful sound" Mami said in an overly peppy voice (Madoka giggled and Sayaka huffed over the mental link) "that you are both up and about and ready to take on a new day. To start the day off, I was thinking that we could meet at the old abandoned industrial district so that we can do a rundown of each other's powers and see ho we can work together accordingly."

"Mami" Sayaka said in a flat voice, "we're not Magical Girl's, we don't have any powers."

"True" Mami agreed, "but you are still involved with this, and besides, I was thinking that we could meet back at my apartment afterwards for food. We're still friends after all, right?"

"Of course we are! Thank you Mami" came Madoka's voice, sounding touched.

Mami smiled and gave them both instructions on where to go. Then she closed the link.,

"And now for Homura and Key" Mami thought as she mentally reached out to the two in question.


The awkward silence between Key and Homura was broken as Mami's voice suddenly reached out to them.
"Good morning Key."

"Good morning Mami!" Key's voice was eager as he straightened, his eyes lighting up.

"Mami seemed to give a chuckle , telepathic though her voice was.

Good morning Homura."

"Hello" Homura said, sounding quiet and withdrawn even within the mental link binding the three of them together.

"And how are both of you feeling this morning?" Mami asked mildly.

"Great! I'm up and ready to get the group back together again!" Key said exuberantly.

"I'm well enough." Homura said simply.

There was a short pause, then Mami spoke again. "Well that's good. Anyway, Nagisa and I were talking, and we think that it'd be good if we met together to practice our powers together. If we're going to work as a team, we need to know each other's strengths and weaknesses. Nagisa just needs practice and training overall anyway." For a moment, Mami's voice seemed to grow slightly nervous. "I mean, a part of me doesn't even want her to take part in any fighting. She's so young after all. But if she's determined to stay a Magical Girl, then she should at least be taught how to properly use her powers."

"I see" Homura said simply.

"I think it's a good idea" Key said, smiling as he said so.

"Good," Mami said brightly, "can we meet in the old abandoned industrial district? It's easy to find and I've already told Madoka and Sayaka where to go."

Homura stilled for a moment, her posture going stiff for a moment before speaking up. Her voice carried a slight edge to it "they shouldn't come to watch."

Key cocked his head at her, "why not?"

"Yes Homura, why not?" Mami also asked mildly.

Homura stared down at Key, a shade of her old cold stare returning for an instant. Key hadn't noticed when it had vanished, but he was reminded why he disliked it now.

"They aren't Magical Girls" Homura finally said. "Given what's been revealed to them and us about being Magical Girls, it would be safest for them to simply step out of our world."

"Perhaps," Mami said slowly. "But given what we know about them Homura, would you really expect them to willingly step away and never look back? Would Sayaka stand for simply being dropped when the going gets tough? She'd take it as an insult to her. And do you think Madoka would care so much about herself that she'd stop caring about and helping all of us?"

There was a long silence in which Key squirmed slightly. Then Homura released a soft breath and said in a voice that just sounded more tired than anything else, "no . . . no I can't expect them not to try and get involved. Nor would Kyubey leave them alone."

"So," Key cut in, causing Homura to focus back on him. "Best option for now to keep them from becoming Magical Girls is to keep them informed, but that includes all the hardships and troubles we face and make sure they know that we neither want, nor need them to become Magical Girls."

Homura nodded after a moment and, through the mental link, they felt Mami give her assent as well. A few moments passed, then Key spoke up.

"Well, shall we all set out and meet up at the training area?"

Homura and Mami agreed and, after only waiting a moment for Key to hop up on her shoulder, Homura started walking.


Madoka and Sayaka's parents were happy that their daughters were making new friends, but they were slightly concerned that these friends seemed to like to stay out extraordinarily late. Still, they didn't stop them when the two girls in question mentioned that they were going our to hang out with those friends right after breakfast. It was a Saturday after all so it wasn't like they were skipping school.

Sayaka and Madoka met on the road that they normally took each morning as they walked towards the place Mami had shown them. Both were quiet as they strode along. The previous day had been far more than either of them had bargained for and the revelations that they'd had dropped on them were still sinking in.

In time, Sayaka spoke, "so . . . I wonder what we're going to do about Nagisa."

Madoka blinked, then nodded sadly, "I hadn't thought of that. I guess she's an orphan now, but she's all wrapped up in this Magical Girl's and Witches stuff. If she were normal the best thing to do would be to try and get in contact with the authorities and let them look after her. But I don't know if that's an option right now."

Sayaka's brow furrowed, "but what's she gonna do when we go back to school? Mami has school too and it's not like we can just ask her to hang out unsupervised in Mami's apartment all day for the whole week."

"What if Key looked after her?" Madoka suggested. Both girls thought on this for a bit.

"I don't know," Sayaka said after a few moments. "I'm not sure he wants to be away from Homura, or Mami I guess. Maybe he's worried that Kyubey'll hunt him down if he's alone."

"Would Kyubey really do that?" Madoka asked quietly.

Sayaka lightly threw up her hands, "I don't know. That little furball gets harder to understand the more I hear about him. But even if he wouldn't go after Key, I don't know if he's qualified to look after someone like Nagisa. We might need someone experienced with looking after little kids."

"Yeah," Madoka said somewhat sadly. Then she looked up as a light bulb seemed to go off in her brain. But a second later her face fell as she thought about it. She opened her mouth, and then closed it a few times. Finally, she seemed to gain the ability to speak again as she made a suggestion.

"Uh. Maybe my dad could help, he always said that Tatsuya needed another playmate?" Madoka suggested timidly.

Sayaka put a hand to her chin, "yeah, that might work. We'd need to come up with a good excuse, though of course, I'd have to give it, since you always get nervous and sweaty at the thought of anything close to lying."

"Sayakaaaaaaaa" Madoka said in a pained voice. The blue haired girl smirked and lightly punched her friend's shoulder.

"C'mon Madoka, you know I'm just teasing."

Both girls giggled a bit, then lapsed into silence.

"It might work for a bit, but we'd probably have to come clean sometime soon that Nagisa's an orphan" Sayaka mused as she kicked at the sidewalk. "I can't really see how we can look after her without either one of us dropping out of school or Key doing it. None of us are grown-ups and can't spare the time."

Madoka's face fell, "I wonder what the people who looked after her at the hospital are doing now. They're probably really worried."

Sayaka's face stuttered, "hey yeah, maybe we should ask around the hospital and see if anyone was looking after her after her mom died. Maybe they could help us."

Soundtrack: Madoka Magica Portable – Justitia Materia Sayakae

Madoka nodded and both girls broke into a jog, eager to get to the meeting place as soon as possible. As they passed nearer to some apartments, Sayaka heard a new set of footsteps and looked to her side. She nearly leapt out of her skin as she saw Homura walking alongside her barely a foot away, Key perched on her shoulder.

She jumped back, nearly tripping over, "where'd you come from!"

Homura arched an eyebrow, "I walked here."

Sayaka spluttered as Madoka put a hand to her mouth to muffle her giggle. Key gazed reproachfully at Homura, while trying to keep his face straight.

"Now Homura, that wasn't very nice."

Homura shrugged, then walked forward. After a few moments, Madoka followed. A few seconds after that, Sayaka, grumbling under her breath, followed as well.

The path to the industrial park had them take a train for most of the way. Sayaka had questioned whether or not it would be running at that time, but Homura had been confident that there was a train coming within a few minutes, and indeed there had been. After riding it for awhile, she'd shown them off and they had only had to walk for about 5 minutes before arriving at a disused overpass. At the entrance, Homura halted, gazing around as if something about the place was familiar to her. Her eyes lingered for a moment on several metal barrels and apparently empty oil drums.

Madoka and Sayaka moved up beside her and spotted Mami further ahead. She was in front of Nagisa and the two were chatting animatedly. Then, Nagisa saw them and waved enthusiastically. Mami turned and smiled, beckoning them forward.

"Hello Mami" Madoka and Sayaka both said. Greetings were exchanged all around, then Mami put her hand to her chin contemplatively. She looked at each of them in turn, lingering on Homura and Nagisa before speaking.

"Perhaps we should start with a rundown of each of our abilities" Mami suggested mildly. Homura's brow contracted, but Mami smiled at her anyway.

"If we are going to train together to defeat Walpurgisnacht, then we need to be able to coordinate as a team. If we want to do this, we're going to have to know what we each can do and how to apply them as a group."

Another moment's silence passed before Key spoke up, "I guess I'll go first. My abilities mostly have to do with manipulating energy and, to a certain extent, emotion. I also have a few powers leftover from some contracts I made after my last . . . 'reset' for lack of a better word. The most notable is probably the one you've already seen, which was mental abilities and the power to see and experience memories."

Key looked slightly uncomfortable before he took a breath and continued speaking, "I also can heal most wounds and my telepathy can help with mental problems. It kinda comes with the territory of knowing how to alter people's bodies and pull out their souls so they become Magical Girls and vice-versa. That's also how I'm a bit tougher than you might think. I'll still take damage, but I can heal most of it unless it hits my brain . . . probably. I'm not sure if I could heal from that so let's not try it out."

Key finished up and looked around at the other girls who were nodding acceptingly. Mami cleared her throat and pulled out a piece of golden cloth.

"Hi everyone, my name is Mami Tomoe" she said as though she were making a presentation in front of a self-help group. Everyone except for Homura laughed a bit and Mami smiled.

"I've been a Magical Girl for several years now and my powers are ribbons."

There was silence as everyone started at Mami. A few seconds later, Sayaka opened her mouth.

"Bullsh-" she stopped suddenly and glanced at Nagisa. "Ah, I mean, no way! If all you can do is make ribbons Mami, then what's with all the guns?"

Mami smiled with a touch of pride. "Magic can accomplish a lot more than most Magical Girls think. It's a very emotional thing and it's mainly restricted by its user's imagination."

"Yeah, that's right," Key agreed. "I mean, probably the reason Kyubey doesn't use the powers he could get when he makes contracts is because he doesn't have the emotions to use them, aside from it not being cost effective to him. And heck, Witch's Lair's-" his voice grew a bit somber as he spoke now "-are mainly a reflection of the despair and suffering of the Witch. All created by Magic as an instrument of torture."

There was a few moment's silence, then Mami spoke up again, a bit loudly.

"Well, anyway, originally yes, I did simply use ribbons to battle Witch's but by necessity I had to get creative with them. But as I used the ribbons to make cloth constructs, I eventually began to wonder why I couldn't conjure up other things. So I tried it and at first I wasn't able to do anything. But after a lot of trial and error, eventually, I managed to conjure up a musket. At first I had to load and reload and rely on a prebuilt supply that I had to carry in a holster. But eventually I figured out how to conjure them up quickly as well as store them in the same space that my ribbons come from and can go into."

Sayaka and Madoka stared at Mami with awe. Nagisa also was looking up at Mami with adulation.

"It must have been scary fighting all those Witch's with nothing but cloth" Nagisa said in a quiet voice.

Mami smiled down at her, "it helps that the cloth is nigh unbreakable. Anyway, it gave me some fun opportunities to roleplay as a western cowgirl.

There was a moment's silence before Key, scratching himself, spoke up, "it's true. I wish I would've had the emotions to appreciate the time that you hogtied that one Witch and let it get run over by a train."

Mami turned to him, looking sardonic, "is it my fault if that Witch's lair included a fully functional train that moved on its own? Honestly I almost didn't have to pretend that time, it felt like I was in one of those old Westerns come to life."

Madoka, Sayaka, and Nagisa doubled over laughing, and after a moment Mami and Key joined. Homura simply stood and stared until they all managed to get control of themselves. Once they had stopped laughing, everyone turned to look at Homura, who stiffened uncomfortably. Her turn.

She sighed, then she reached over and grabbed her small shield. Mami watched as she moved her right arm and twisted her Bu-

-ckler.

Suddenly the whole world had gone greyscale as Homura seemed to have teleported forward and was grabbing Mami's arm. Mami blinked and looked around her. The whole world seemed frozen like a grey photograph. No sound stirred forth and utter silence but for their breathing pervaded the area.

"I can stop time," Homura said in a quiet voice, drawing Mami's attention back to the girl in front of her.

Mami made to put her hand to her chin, but as she moved her arm, Homura kept a firm grip on it. Mami thought for a few moments before hazarding a guess.

"Do you have to touch something for it to be brought into the time-stop?"

Homura nodded.

"Does this extend to things your touching that are also touching someone else, such as say, a gun barrel" Mami asked further.

Homura nodded again.

Mami looked down at the ground at their feet and noted it's grey pallor.

"Hmmmm, interesting. I would appear that your power is intuitive enough to not interpret the ground and all that it touches as something that should be brought into the time stop, even though you're obviously touching it at this very moment. Or at least, you're touching your shoes which are in turn touching the ground. Otherwise, it is enough if something that you are touching is touching someone else."

Homura nodded looking aside at the other girls and Key who were all frozen in time staring at the point Homura had been in before she'd moved in the time stop. Mami meanwhile had held her hand out and was conjuring up a strip of golden cloth that rapidly wound around her hand once and tied itself off. Then she held out the other end to Homura, who stared at it. Then she looked at Mami.

"You intend to bring everyone in?"

"It would be simpler than explaining it to them all one by one."

Homura sighed and, with a bit of reluctance, took the end of the cloth proffered to her. Mami moved away, the cloth line extending seemingly without end as she moved over and pulled one end around Key's midsection. The instant it touched him, Key's color changed from the grey tone it had been to the vibrant white that was his true color.

"Wow, that's kind of trippy to see you over there one second and then suddenly your right next to me."

Mami smiled at him, then moved over and quickly tied the ribbon around the wrists of the other three girls. All three of them reacted slightly differently as the world froze for them. Nagisa started a bit and looked around rather uncomfortably. Key noticed this and padded over to her, snuggling up to her like a cat. Madoka looked around with some interest before picking up a pebble and tossing it up in the air. It froze a second after it left her skin. Sayaka started slightly as well and looked around with uncomfortable eyes.

"Geez, just when I thought she couldn't get any creepier."

Mami sighed.

"Sayaka, that's not nice to say."

Homura looked surprised for an instant by Mami's words, but it came and went too fast for anyone to see it.

"So" Mami began as everyone looked at her. "I just wanted us all here together to explain Homura's powers at once. It appears that she can stop time. Do you have any other powers?"

Homura looked down, once again looking a bit uncomfortable. Then she spoke again quietly, "that it is the main one. Aside from the natural powers that Magical Girls have, I don't really have any other power except one."

She put her hand to her shield, and then it seemed to vanish as she pressed it into the shield itself, as though it were phasing through the surface of the metal.

"What the?" Sayaka said quietly. But then, Homura pulled her hand back and coming out of the shield was a large map, far too large and wide to conceivably have been hidden beneath the shield. It seemed to inflate and expand as she pulled and soon a large map, big enough to cover a bedroom wall, was laying on the ground in front of them.

"Huh," Sayaka said as she put a hand to her chin, "your shield is a Bag of Holding." Everyone stared at her.

"Uh . . . her shield is a what?" Key said questioningly.

"A bag of holding" Sayaka said, smirking as she did so. "Haven't any of you played Dungeons and Dragons? C'mon Madoka, I took you along to the school DnD group a few times."

There was silence before Madoka spoke, a self-deprecating smile on her face. "You know I was never very good at that game Sayaka."

Sayaka snorted, muttering something about her wanting to save every NPC, whatever that meant, before turning to the others.

"Okay, a bag of holding is basically an object, usually a bag obviously, that's been enchanted to hold an infinite or at least enlarged, amount of space inside of it. The enchantment doesn't effect the outside dimensions or weight."

"Oh, like Inventory for a video game character," Mami said, looking as though a light-bulb had gone off over her head.

"Yeah, exactly" Sayaka said brightly. Then she looked sardonically at Mami. "I never took you for a gamer Mami?"

Mami blushed slightly, "well, to be honest I haven't had much time to play or keep up with it since becoming a Magical Girl. But before I loved to play."

Madoka turned to look at Key.
"Do you do anything for fun now that you can?"

Key shrugged slightly uncomfortably, "I uh, haven't really had the time. I mean, it's not like I can afford to have fun when the fate of your world is at stake. Though I suppose I do have some more time to myself now that I'm not scouting out girl's to try and get them to contract."

"What" Sayaka said with a smirk on her face, "looking at my flawless posture and looks couldn't have gotten old, even if you have endless time like this to look at it."

Key squirmed, "I never did anything like that. I mean okay before I became me when I was Kyubey I might've stalked girls to find out their weak points and probably would've done the same for you but . . . uh . . . that sounded a lot less creepy in my head."

Sayaka snorted loudly, "I'll bet. I don't think there's any way to put 'I followed you to get you to sign a soul stealing contract without telling you the fine print' into a none-creepy light."

Homura cleared her throat as she gathered up the map and began shoving it back into her shield.
"Perhaps we could move on to Nagisa's powers."

Mami nodded "right, right. Feel free to end the time stop then."
After she'd stored the map back into her shield, Homura twisted the buckler once again and color and noise came crashing back down on them all. They blinked and Madoka and Nagisa actually clutched their ears for a moment as the everyday noises that one hears but doesn't register suddenly reasserted themselves. After a few moments though, everyone seemed to get used to it again. Then, Mami turned to the youngest girl.

"So what are your powers Nagisa?"

Nagisa looked down at her feet. "Ummm, I don't know."

There was a moment's silence.

"Uh" Sayaka said confusedly, "what do you mean you don't know?"
"Nagisa" Mami said suddenly, seeming to realize something. "Have you ever been in your Magical Girl outfit." She paused for a second before seeming to remember something. "Outside of that time inside my Soul Gem?"

Everyone else looked at her in confusion, but then Nagisa kicked at the ground slightly and muttered a quiet "no." A moment later, she looked up with a quietly sad expression.
"Kyubey just told me he would give me what I wanted and then I made my wish. He didn't tell me anything else. And after- . . . . I just remember being sad and angry until something broke and then . . ."

Her lip quivered and Mami quickly put a hand on the younger girl's shoulder.

"It's alright Nagisa. It's alright. We'll find out what your powers are anyway. I'll help you. Just focus on that for now."

Sayaka and Madoka were looking at Key, who noticed this and looked back at them with a questioning expression.
"What?"

"Um, shouldn't you know that Nagisa's powers are?"

"Why would I know that?"

"Because your . . . um . . . like Kyubey?"

Key looked incredulously at them, "how should I know? I didn't give her her contract. She only contracted a few days ago at most. If she told me her wish I might be able to make a guess, but I don't know."

He looked away, and the next few words he said, though they could still hear them telepathically, seemed to be said more to himself than to them.

"I'm not Kyubey . . . I'm not!"

There was a moment of awkward silence before Sayaka said, in a bit of a sly tone, "well good, because now if I have to contract, you won't be able to tell my powers so I can keep you in line."

Key snorted, "I assure you that the last thing I would be trying to do in that dire situation is try and play 20 Questions to figure out your powers."

"Nah, besides you'd probably need at least 30 questions to get it. 40 if I never transformed."

"Don't flatter yourself, I'd get it in 10 at the most. I've got a lot of experience with the various powers that Magical Girl's can get."

"I'd give you 25, but I feel like that might be a bit too generous" Sayaka fired back, a smirk on her face.

Soundtrack: The Chronicles of Narnia: The Lion, the Witch, and the Wardrobe – The Wardrobe

Mami was leaning down, apparently ignoring Key and Sayaka's banter, and looking into Nagisa's eyes to hold her attention.

"Now Nagisa, all Magical Girls have inside them a power given to us by our wishes. We'll start with transforming into your Magical Girl outfit. Your 'uniform' in a way. Close your eyes."

Nagisa did so.

"I want you to look deep within yourself and search for a warm feeling. You should feel a power within yourself just waiting to come out, to express itself. Can you feel it?"

Nagisa gave a small nod, her eyebrows clenched.

"Now, bring it up and out Nagisa."

Nagisa tensed her body and gritted her teeth. Madoka and Sayaka clapped their hands over their mouths to stifle their giggles as Nagisa's posture made it seem as though she were trying to use the toilet.

Mami shook her head, "don't force it Nagisa. Just will it to come up, and then let it come."

Nagisa's posture remained tense for a moment longer, then it relaxed and she sighed. Then with a dazzling flash of light, her clothing suddenly changed. New clothes sprang into being, as well as some sort of tool appearing at her waste. As the light died down, Nagisa opened up her eyes and surveyed herself.

She was dressed in a brown cap with two cat ears coming out of it as well as two strings ending in puff balls coming down off of it. A light orange shawl graced her torso, underneath was a black short shirt that didn't quite reach her midsection She was clad in poofy brown skirt which was held up both by a belt and by suspenders. Her arms were covered in shoulder length brown fingerless gloves and she had spotted leggings covering them ending in dark orange soles.

She flexed her fingers as she surveyed herself, then she looked up to see Mami beaming at her.

"Good job Nagisa, very good job!"

Nagisa looked down, blushing at the praise.

Sayaka glanced over at Key, curiosity on her face.
"Does Kyubey choose a Magical Girl's outfit?"

Key looked up at her, "no." Then he looked away, his face morphing to a confused look.

"As a matter of fact, how does that work? Never thought about it before. Well, never could really think about it before."

"So, since you didn't care about that, you probably wouldn't have cared if I became a Magical Girl and my outfit said 'Kyubey sux, Sayaka rox!'" Sayaka said with a smirk.

Key shot a deadpanned look back at her. "No, just as much as I wouldn't have minded back then if the transformation had stripped you naked in the same hospital room as the boy you're obviously in love with and forced you both to acknowledge your pent up feelings."

Sayaka froze, her face rapidly assuming the color of a flaming red traffic light. Madoka once again slapped a hand to her lips and desperately tried to smother the giggles trying to fight their way out of her. Mami entered an out of nowhere coughing fit that couldn't quite cover up her laughter. Nagisa giggled openly and Homura's face even twitched a few times.

"You . . . you . . . " Sayaka lapsed into mouthing wordlessly as she stared at Key.

Mami finally got ahold of her 'coughing' and cleared her throat.

"Ahem, anyway, back the matter at hand. Nagisa you appear to have some sort of instrument included with your outfit. That's likely your weapon or Magical Item."

It was true, hanging off of Nagisa's belt, near to a gem that was likely her Soul Gem, was a black trumpet of some sort. It looked more like a plastic toy than anything else, though its color set was a bit reminiscent of Charlotte, Nagisa's Witch form. Nagisa picked the instrument off of her belt and examined it. Then she pressed it to her lips and blew through it, angling it away from Mami as she did.

Nothing happened.

"Try pressing some of the valves" Mami suggested. Nagisa did so, but still nothing happened. Her face fell as Mami considered this new dilemma.
"Hmmm, it may be that your trumpet isn't an offensive weapon but meant to enhance natural abilities that you have."

"And since its an instrument, it might also be dependent on the music played. Different music, different effects" Key supplied helpfully.

Mami nodded and gestured for Nagisa to try again. Nagisa blew through it again, but once again, nothing happened. Once again she tried twiddling the valves, but nothing extraordinary happened. The white-haired girl sighed sadly as she looked at her instrument.

Suddenly, Homura moved forward.

"It helps if you try and think of things worth protecting" she said briskly to the younger girl. Everyone stared at her with some shock. Homura ignored them and moved on.

"Our magic is determined by emotion partially. Extreme trauma can damage a Magical Girl's abilities but at the same time, reminders of why we fight can help us to use our powers more effectively. To that end, try thinking of something that you want to protect."

Nagisa looked slightly nervous as she looked down at her trumpet. Then Mami moved forward with a smile and gently pointed her towards a metal barrel that she had apparently set up as a target before the others had arrived.

"Think of your Mother Nagisa and how much you loved her" Mami said quietly. Nagisa trembled slightly as she brought the horn to her lips, her face deep in thought.

"Do you have her in your mind?" Mami asked.

Nagisa nodded, so Mami continued, "now think of the reason you came back. To protect other people from ever losing someone like that. Think of all the people you want to save and let that thought flow through you."

Nagisa's face had grown concentrated as she stared at the empty oil drum in front of her her brows furrowed and her lips on her horn.

"Aaaaand . . . go!" Mami said finally.

Nagisa blew softly into her trumpet. Out of it came a stream of bubbles, several of which seemed to expand as they drifted forwards. There was a moments silence before Nagisa groaned aloud at the apparent uselessness of her power.

"I was expecting something. . . a bit more . . . . " Madoka's voice trailed off and Sayaka snorted quietly. The line of suspended liquid moved forward slowly and came into contact with the oil drum. There was a second of nothing happening, in which Nagisa groaned even louder. But then, the larger bubbles suddenly detonated with several large explosions. The blast was enough to make the girls all recoil and for Nagisa to drop her horn in surprise.

After the explosions had calmed down, Mami blinked and looked around. Homura was staring, an eyebrow raised, though she hadn't moved from her standing position. Madoka and Sayaka were peeking out from behind one of the support structures of the overpass, Key was staring from between Homura's knees at the smoking wreck that used to be the oil drum, and Nagisa was gazing in shock at the instrument at her feet.

"Well" said Key after a long silent moment, "that might come in handy."

Mami nodded. She moved forward, scooping up the trumpet and pushing it back into Nagisa's hands. She acted as though Mami had just handed her a venomous snake, holding the thing with the tips of her fingers away from her body.

Mami sighed, then knelt down in front of Nagisa.

"It's alright Nagisa, that was your first try. It'll be alright."
Nagisa nodded, seeming slightly reassured as she more firmly gripped her Magical Tool. Mami once more set up an empty barrel, though much further away this time and returned to Nagisa's side.
"Alright Nagisa," she said as she knelt beside the girl, "let's give this another shot."
Nagisa nodded, seemingly encouraged by Mami's presence and set the horn to her lips once again. A puff of her cheeks later, more bubbles had streamed out of the instrument and were traveling towards the barrel, faster and on a more direct path this time. They hit and, like before, each bubble popped and produced a small explosion.

"It seems that area of effect is your main power Nagisa," Mami said studiously as she surveyed the charred and bent form of the barrel.

"Huh?" Nagisa looked confused.

"Sorry" Mami said with a sheepish smile, "old game term. It means that your abilities are made for dealing or having their effects happen to a large area instead of one precise target. Given time, you can probably change the size, speed, lifetime, shape, and maybe even durability of the bubbles that you make."

"Not only that," Key cut in as he walked up to examine the horn himself. "it may be that she can achieve different effects with just the horn itself."

His eyes scanned the instrument.

"How so, Key?" Mami said as she looked at him.

"Like I said before instruments are meant for playing music and what we've seen is just her blowing air through it. It's possible, though I'm not sure, that if she were to learn how to play notes, or even songs, then she might be able to get different effects out of it. Of course, it might depend on how the song makes her feel. But still, even if that isn't true, she still has the potential to be one of the most powerful Magical Girls there is."

Nagisa smiled happily, seeming to realize that her power, far from being useless, could in fact with very useful to her friends.

Mami turned to Homura, her face curious.

"If you have other people with you when you stop time, does it cause greater amount of tarnish in your Soul Gem or is it consistent no matter how many people are with your?"

Homura considered this, "I'm not sure. I've never had much of an opportunity to test it. There is a bit of mental stress added as I bring more people into the time-stop, but I'd have to test it before saying yes or no. Regardless, I usually try to be sparing with it as it does cause corruption in my Soul Gem, albeit slowly."

Mami nodded, "and with Grief Seeds being a limited resource I can understand a wish to keep your Soul Gem as clean as possible. In any case, it appears that our abilities are mostly geared towards ranged fighting. I am probably the closest we have to a melee fighter due to my ribbons. I can use them, but to kill, it usually requires me to either make a construct with them (akin to how I make my guns) or to bind an enemy and squeeze them to death."

"Um, excuse me" Key's voice came to them and they looked down. Key was staring up at them, sitting on his hindquarters.

"I think you've forgotten about someone," he said, his voice light with the tiniest hint of reproach.

One of the appendages that came out of his cat ears suddenly jerked towards the barrel that Nagisa had been practicing on. Though it seemed far outside his reach, his tentacle seemed to expand infinitely as it punched forward and skewered through the steel barrel. There was silence for a moment as everyone stared. Key casually withdrew his appendage, which for all the world looked like a white tentacle, and grabbed the barrel, hoisting it into the air. He accomplished this by using the three smaller appendages on the end of the long one, like fingers.

Displaying immense dexterity, he tossed the barrel up and down, casually twirled it on the end of one of his fingerlike things, and then casually tossed it to land several feet away.

"Chucking energy balls at Witches isn't all I can do" he said smugly as he survey their faces which ranged from contemplative to shocked.

"How does the tentacle extension thing work?"?" Sayaka asked as she looked at the barrel.

"Explaining that would be long, tedious, and take up time that we probably don't have. Let's just call it 'magic.'"

Sayaka groaned, "you can't just say 'magic' like it's a good explanation."

"Magic exists, your argument is invalid."

The blue-haired girl slapped a hand to her face, groaning in frustration.

Key turned to the others, "but anyway, I can fight close quarters if needs be."

Mami smiled, slightly sheepishly at Key, "sorry about that. But still, you have ranged abilities as well as your melee ones. I still thing we should probably try to build around softening up an enemy with long ranged attacks before Key and I go in for the kill if necessary." She turned to Nagisa. "You would be especially useful for that as you can conduct crowd control, or in other words, cause large damage to crowds of Familiars, so that we don't get swarmed. Homura," she turned to the girl in question, "could help us set up shots and keep a firm grip on the situation. Her powers could even simply be valuable as a 'time out' to take in the battlefield. Still, I think that we'll have to rely on our ranged weapons quite a bit."

Everyone was contemplating what Mami had said, turning it over in their heads.

"So what you're saying" Sayaka ventured, "is that you think you can do good together, but that you'd really like a dedicated hand to hand fighter."

Mami nodded, "one of the things, yes."

There were a few more seconds silence, then Madoka spoke up.

"Um, I have a question" she said nervously.

"Yes, Madoka?" Mami said with an encouraging smile.

"Why not just find another Magical Girl? I mean, someone that's already a Magical Girl, to fight hand to hand like you said you wanted?"

There was a moments silence before Sayaka grinned and clapped Madoka heartily on the back.

"Ha, that's Madoka for you. Thinks of the most obvious solution even if no one else does!"

"It is a good idea Madoka" Mami said slowly. "The problem would be convincing someone to help us."

"Or even just convincing them to stay a Magical Girl after I make an offer to turn them back Human" Key supplied helpfully.

"Well, do you know anyone who could fit the melee role?" Sayaka asked bluntly.

Mami's gaze fell and she looked at the ground. "I did have a friend once who . . . she was very good at that sort of things but . . . well . . . we parted ways some time ago and I don't think she'd want to see me again."

"And I don't know if I can really invoke any sort of friendship with anyone, considering I was . . . well, I was doing what Kyubey was doing which wasn't what a friend would do. So, uh, bottom line, no I don't think I really 'know' any girl who could help on such short notice. Keep in mind I wasn't based in Mitakihara recently. I've moved around awhile to places like Kazamino, Asunaro, really I just moved based on Kyubey's needs."

Mami's expression grew a bit uncomfortable, "so . . . how long did you spend with me after the car crash, when I became a Magical Girl."

Key flashed an equally uncomfortable look in her direction, "um, quite awhile. Back then my purpose was to make new Magical Girls and get Grief Seeds, well, that was the only really purpose I ever had. You were really good at hunting, still are, so I stayed to collect the Grief Seeds for a long while. But then there was a bit of a shortage from over-hunting. You remember that?"

Mami nodded, "yes, some girls from other wards got a bit violent that time and tried to extort Grief Seeds out of other girls. I had to give them a good thrashing before they realized that I wasn't going to let them just throw their weight around."

Sayaka, Madoka, and Nagisa stared at Mami with wide eyes and admiration as she blandly described how she'd ended a turf war by herself. Even Homura seemed mildly intrigued.

Key nodded, "well, there were greener pastures elsewhere so . . . I'm sorry Mami, I really am, but I was a part of KyubeyandIcouldn'tthinkformyself-" he was starting to babble before Mami knelt down and put a hand on his head, smiling sadly at him.

"It's okay Key, I understand you didn't really have a choice, just continue the story."

"Right, so anyway I was shuffled away by the main Kyubey Intelligence and just, well, left. I can only assume that the next time you saw Kyubey that it was another drone who'd been rotated in or created to cover Mitakihara once it became more 'economically valuable.' Though, again, there wouldn't really have been any difference between it and me, since we were all 'Kyubey' so to speak."

Mami nodded. She was about to talk further when suddenly she was distracted by Nagisa raising her hand tentatively, as though she were trying to get a teacher's attention in class.

"Yes, Nagisa?"

Nagisa blushed as everyone looked at her, then she said rather quickly, "I'm hungry, Mami."

There was a second, in which Nagisa's stomach appropriately rumbled, then Mami smiled.

"I think we can head back to my apartment then for some food. Unless anyone else has anything more to say or more abilities to test out while we're still here?"

"We still need to discuss strategies to defeat Walpurgisnacht" Homura said, the thinnest trace of sharpness in her voice."

Mami nodded, "I'm not disputing that, but we can discuss strategies just as easily while eating as we can here."

"Plus," Key interjected, "in my experience, humans can get distracted while they're hungry so it might be prudent to get some food made so that it won't distract from the strategy talk."

There was a moment of silence before Homura nodded slightly.

"So," Mami said, "unless anyone else wants to go elsewhere, back to my apartment."

They turned and headed towards the golden-haired girl's home.

Mami naturally lead the way with Nagisa by her side. Key walked beside her and Homura, Sayaka, and Madoka came up behind them. They walked in silence for a time before Madoka, feeling slightly uncomfortable looked over at Homura. She could not deny that she had a feeling of weird familiarity with the girl. It had started when she'd had that dream about her fighting that giant monster and had refused to go away. That Sayaka had apparently had a dream too was interesting to her, though she was pretty sure that, while Sayaka hadn't forgotten the dream, she didn't really think of it much. Madoka loved Sayaka, she was her best friend and had been for most of her life, but she couldn't deny that Sayaka had a bit of a tendency to make snap judgments about people and think more with her heart than her head. She also knew that Sayaka had a real hard time with feeling useless or that she owed someone, so Madoka tried to help her feel better whenever that happened, like with Kyosuke more recently.

Soundtrack: Puella Magi Madoka Magica OST - Inevitablis

Still, as much as she felt she could trust Homura, she still didn't know much about the intimidating girl.

"Um . . . Homura?" she ventured quietly.

Homura glanced slowly over at her, as if sizing up whether or not to reply.

"Yes" she said simply in response.

"Um, I hope you don't mind me asking, but . . . the way you talk it feels like you're a veteran at this sort of Magical Girl thing too?"

There was a moments silence before Homura spoke, "in a way, I suppose I am."

"Have you ever had to fight another Magical Girl?" Sayaka asked suddenly, her expression interested.

Homura stared at Sayaka, her face blank, " . . . yes . . ."

"What for?" Sayaka asked. "Were they trying to steal Grief Seeds or something?"

Homura's expression tightened just a slight bit and Madoka hastily spoke.

"We aren't trying to make you uncomfortable. We're just curious, you don't have to answer if you don't want to!"

They walked in silence for about a minute afterwards. Homura was staring ahead, but Madoka got a distinct impression that she was thinking something over very deliberately and intensely. Finally, Homura opened her mouth once again.

"I tell you this only because you now know the truth about what being a Magical Girl is. I've tried to warn other people, but no one ever listens to me. One group of Magical Girls I told had a girl who didn't believe me and kept on acting like this was a game. She turned into a Witch and I had to kill her. It was a kinder fate than whatever Kyubey would've done to her."

Madoka put a hand to her mouth, her eyes wide. It was one thing to know the fate of Magical girls, but to hear it described so bluntly by Homura, as though it was a normal thing she'd had to do, and not just an abstract thing that happened to everyone else, put a new face on how horrible it was.

"What happened to the rest of the group?" Sayaka asked, even her normally brash voice a bit subdued.

Homura turned away so they could see her face well.

" . . . they died . . . or turned into Witches . . ."

She didn't mention whether or not she'd killed them after that. Madoka felt she could guess the answer was yes but didn't want Homura to say it. If she said it, it would be irrefutably true.

Homura turned back to them, her face set slightly, "take it to heart. You do not want to be a Magical Girl."

"But since you've got Key, things are different now, right?" Sayaka asked curiously.

Homura glanced up at Key, her brows furrowing.
"Key is . . . an anomaly. It . . . would not be untrue to say that he's unlike anything I've ever seen before. But even so, our lives are unpredictable, so it would not be wise to make a mistake, thinking you have an out, only to realize that the escape is gone or not as easy as possible."

They continued to walk on. Madoka and Sayaka contemplating what Homura had said, Homura herself staring up at Key.

Up with with the other half of their group, Key was looking up at at the golden-haired girl beside him.

"Mami" Key's voice came in the girl in question's head, "can I speak to you for a moment?"

"Of course" she responded telepathically back. She glanced down at him and met his soft blue eyes, which were looking a bit concerned at the moment

"Are you . . . doing alright, Mami" his voice was tentative.

Mami blinked and looked at him in surprise.

"Of course I am, why wouldn't I be?"

Key looked down, staring straight ahead as he walked forward.

"I'm honestly surprised your handling this so well" he observed quietly.

Mami's face fell and she seemed sag slightly.

"Honestly," she said, her voice suddenly sounding scared, "I don't know how well I'd be handling this is Nagisa wasn't here. Helping and caring for her hasn't me much time to actually worry about myself so far."

For a moment she looked down at the white-haired girl walking to her side. Then she turned back and saw Key's worried expression. She smiled wanly at him, "I think I'm doing fine. It was a shock at first, really it was and I don't know what I would've done if I hadn't already been exhausted. But I think I'll be alright going forward. I think I'll have to be. After all, whose going to keep you all together if I fall out of the picture?"

Both she and Key laughed quietly.

"How are you doing Key?" she asked in return. Key blinked and looked at her in surprise.

"I'm doing fine. Nothing but a few nightmares here and there. Nothing to worry about" he said airily.

"Nightmares?" Mami said curiously, "about what?"

"Nothing important" Key said a bit too quickly for Mami's liking. "I don't have them every night, just a few and it's not like I can't function properly afterwards, I just-"

Key suddenly stiffened and turned around, staring down an alleyway they had all just been moving in front of. Everyone stared at him in confusion for a few seconds before Mami finally spoke.

"Um, Key what's wrong?"

"There's a Familiar close by," Key said simply.

Everyone tensed slightly, remembering the various minions of the many different Witch's they'd fought. While they seemed easy enough for them to defeat, they were still very dangerous creatures that could and did eat humans on a regular basis.

"I think it's down that alleyway. Probably been luring people in for a bit and eating them so it can become a copy of the Witch it spawned off of."

There were a few more seconds of silence before Sayaka spoke.

"Well, are we gonna take care of it then, before it hurts anyone else?"

"Whatever we do" Homura said quietly, you two will be staying out here while we deal with it."

Yeah right!" Sayaka said vehemently as she glared at Homura. Mami gently inserted herself between the two girls and turned to Sayaka.

"I actually think it might be better for you and Madoka to sit this one out Sayaka."

Sayaka blinked, "but, you've taken us inside of labyrinths before and there was no problem then! Why are you siding with her all of the sudden?!"

Mami gestured to Nagisa, "she needs to see this." Mami glanced over at the smaller girl who was looking curiously up at them. Mami then spoke in a lower voice so that Nagisa couldn't hear.

"I need to take her in and let her see what she's up against." Mami's voice was quiet and deliberate, but her face was conflicted.

"Nagisa needs to see what she'll be facing. She needs to know so she can . . . I need to know that she really knows what it means to be a Magical Girl. I need to be sure that I'm not keeping her in this life when she really should be getting out of it. . . . Even if that means she leaves."

"Mami" Key's quiet voice interjected, "Nagisa was a Witch and she still came back. I think she knows what this life means."

Mami looked at the ground.

"I need to be sure."

Then she looked back up at Sayaka and Madoka, her face calm again.

"And because of that, we'll need to be watching her closely in that Labyrinth. I'm just worried that we won't be able to protect all three of you this time."

"But" Madoka began, "you protected Sayaka and me when it was just you. So maybe-"

"Thank you for your confidence Madoka," Mami said with a small smile, "but just this once, please sit it out? We can talk later if you two still want to go with us on hunts. But this one time, please wait here where it's safe. Okay?"

A few moment's silence occurred before Sayaka sighed and walked over to lean against the wall of the alleyway.

"Fine, I'll wait here."

Madoka went to join her.

Mami nodded and gestured to Nagisa. The young girl moved to stand beside her and, along with Homura and Key, they all moved towards the end of the alleyway. As they walked, some graffiti on the far wall seemed to flow together to form a portal of some sort.

"Nagisa," Mami said as she looked down at the girl, "you know what we're going to do now, right."

Nagisa nodded, "we're going to take out one of the Witch Familiars before it hurts anyone else, right?"

"That's, exactly correct" Mami said with some incredulity.

They had gotten right up to the portal in and with a flash of light, the three girls transformed into their Magical Girl outfits. Nagisa's was a little later in coming than the other two.

Key strode forward.

"Well, shall we?" he said.

With that, the four of them, three girls and one rogue Incubator, stepped into the Labyrinth.


Soundtrack: Sword Art Online OST - Despaired

It was raining. It was always raining. The storm lashed the inside of its home forevermore as the thing sat in the deluge. It's home was in the form of a tropical island that was being assaulted by a monsoon, dark clouds obscuring all light but that of the lightning that ran through the air. The brief flashes of light illuminated a place of strange geometries, some paths lead back on themselves, some doors standing by themselves opened up to far off points from their starting location, and here and there fires sprung up in the forests from the lightning strikes. Their flames were unpredictable, some seeming to sap heat rather than give it, others showed strange scenes of a girl who had loved the sound of rain but had gotten lost in a storm and been brought low in despair. Still others simply burned and consumed, the trees and brush they'd destroyed regrowing after they'd left in an eternal destruction.

The thing sat at the peak of its island as the rain whipped against it. Honestly even it wouldn't call itself anything other than a 'thing.' The creature was in the shape of several animals mashed together. A dog and cat's head grew out of a neck attached to a body like a giant tumor, bird wings sprouted from its back as four different legs, that of a monkey, horse, lion, and human, attempted to move in a coordinated fashion. Right now, the thing was simply sitting quietly, stewing in its own despair.

It's first memories, at least whole memories that it could recall at will, appeared to be in the place where it had been one of many. It first recalled having a red liquid smeared over it and feeling strangely full. Flesh parts and limbs, some not unlike the human arm it had attached to it, had been spread around. It hadn't been a pleasant experience, gaining consciousness, because it couldn't escape the all-consuming feeling of wrongness that pervaded its existence. Flashes of other memories-

A beach house where his family had met. His family, was that his?

-had come sometimes. But soon enough it forgot or could do nothing to act on these. There was always the need for more. And as more of the flesh things wandered into its creator's home, it, like the other things that looked the same as it, had been driven mad with hunger. The first time it had seen one of the bipedal things, it had been curious. A memory had surfaced, that of a small boy who had seen strange colors and wandered into a, labyrinth? The thing in front of it seemed to be of the same type of creature but perhaps-

FEAST! FOOD! EAT! HUNGRY! NEED FOOD! NEEDTOEAT! KILLKILLEATEATEATGROW!

The next thing approaching a conscious thought had seen the thing in a shockingly similar position as that of its 'birth' with body parts lying around it and red liquid smeared all over it. New knowledge bits lodged within its mind and it could feel its basic intelligence growing a bit. But as well as the new intelligence, it almost felt like it had another mind. Two intelligences, forced into the same body, now contributed to its overall mind. The new intelligence, basic and distorted as it was, was causing a feeling of deep unpleasantness, almost as though it was drowning, raging, wondering why it was like this? Why had this happened to it?!

What had happened to it?

It wasn't nice, it wasn't good, but it couldn't stop the hunger, the overwhelming need. It needed more, more of these things to grow!

Why did it need to grow?

Eventually, it had grown large and smarter, gorged on the victims it had consumed as they came into the small world that was their home. It's mind, already deeply wrong and insane, had only grown more unhinged as more intelligences were forcibly incorporated into it. As it had finished eating the last of its meals, it had suddenly felt a strange sensation. Their home was moving. This was nothing new, their home moved around many times in the outside world that it knew only through the strange memory flashes. But this time it could feel an urge, and uncontrollable urge like that which had forced it first to kill, driving it out. It had stumbled around until it had come to the point where the flesh things always entered into their home. Then, it had found itself in a strange concrete place.

"An alleyway," a memory had floated to the front of its brain of a man walking through such an alleyway with other men. The memory made it sad as it seemed to recall another life, if only for a moment. But then instinct slammed back down and it set to work. It needed to grow so it began making a new home in the image of its old one. Soon enough, it had its own island and storm like it had before it had left its other home.

Then, the first flesh thing had wandered in, and it had gorged itself like always. The new intelligence fused onto itself and the horror and drowning sensation came back to it as it did. These few moments of a mental state that was as near to sanity as it could get caused it to wonder. Why did it do this, why did it force itself to suffer? What thing made it like this? It was certain it hadn't always been this way. Like before, sometimes it would gain a memory from one of the flesh things it ate, it liked those mostly. Some were unpleasant, but others made it feel . . . not-bad which was a cut above its everyday existence. What did this to it, what had made it so? It could barely remember anything, just glimmers of light and regret. Just enough to let it know that there was something deeply, horribly, wrong with it. Was it one mind, was it many? Why did it need to hurt other things? What-

There were intruders in its domain. Some more of the flesh things that helped it to grow, that made it more intelligent. That made it hurt more.

Kill them! Eat them! Grow stronger! Grow bigger! . . . Why?

The uncontrollable urge slammed into the Familiar with the force of a truck and it snarled as it surveyed the small things. One had a mane of black fur, -hair-, another had a golden one and the smaller one had a white mane. The fourth creature was new however, a small white thing that reminded it of its one feline head. Something told the thing that consuming these creatures would put it further towards it goal of becoming . . . something . . . further than any other flesh thing it had eaten thus far. It tracked their progress as they moved through its jungle towards the peak where it dwelled. Then it loped off to one of its favorite ambush spots. It sat in the undergrowth, watching with two pairs of eyes as the four flesh things came on, obviously alert. Still, none of the other flesh-things had ever posed a threat to it before so it was not worried.

The four had stopped near to one of the vision-fires and were staring into it. It was currently playing a picture of a man who had been heading home with his friends but had decided to take a shortcut through an alleyway, only to find himself on a storm-tossed island being stalked by a hybrid monster.

One of the many intelligences that made the sum of the thing's mind stirred and the self-same memory that was playing in the fire ran through the thing's head. There was a moment's confusion, then the assertion of individuality was slammed down by a repressive instinct and the thing moved to a better vantage point in the undergrowth. It's movement was not as coordinated as a Witch's however. The multitudinous minds it had been forced to absorb were fused on a very basic level, but there was still some conflict between them on the various courses of action to take.

Of course, debate between them took place at the speed of thought so to any outside observer it wasn't very noticeable.

. . . stop . . . don't hurt . . . the feeble thought floated up out of the mishmash of thoughts that made up the mind of the thing and for a moment, there was a flash of something that was almost sanity. But this moment only reminded it of the tormenting pain and hunger that hounded it, that was neverending. With many different voices, the Familiar screamed, railing for a moment against its fate.

Why? Why? WhywhywhywhypainpainpainpainhungryhungryeateateaTEATEATEAT!

It could deny the compulsion no longer. It rushed out of the undergrowth, intent on fulfilling the hunger. Unfortunately for it, the scream had alerted the things to its presence and they scattered before it. The golden-maned one grabbing the small white-maned one and the white cat-thing and leaping out of its path. The black-maned one simply vanished as the thing attempted to consume it with its dog head. Less than a second later, there was a whirring noise and a burst of pain as dozens of small things slammed into its side.

The thing stumbled and then turned. The black-maned one was holding a thing with a barrel that was smoking near the end. The thing could feel numerous pieces of hard things embedded in it, making it difficult and painful to move. It roared in pain and frustration at having been denied its meal, but the black-maned one simply stared it down.

Then a strange transparent sphere floated in front of it. The thing stared at something that most closely resembled the bubbles that sometimes formed in the water around its island. Then the bubble popped and a concussive force as well as heat blossomed from it. The thing was thrown back due to the force of it and it growled. The growl swiftly turned to a yelp as the golden-maned one produced more of those barreled things and, next instant, more hard things were embedding into its sides, these ones feeling like they were coated in acid.

The thing tried to think what to do, this was far beyond anything it had encountered before. It needed to feed so it should go for the weakest target. Yes that was it. It spied the small cat thing watching it from across the clearing their fight was taking place in. The thing charged. The cat-thing surprised it by charging right back. Just before the thing could bring its jaws down (both of them) to rend it, the cat-thing slid low to the ground and got underneath it. The thing suddenly found its two forepaws wound about with what seemed like white snake things like what the cat-thing had had growing out of its ears. The snakes tugged and the thing stopped dead, its momentum pitching it forward and driving its muzzles into the dirt.

More hard things hit it and it yowled in pain. It hurt, why did everything always hurt?! It tried to turn but all it caught was a glimpse of a mass of bubbles floating over it before the heat, noise, and shock waves drove all thought but pain from its mad minds. Fire caught in its fur and it rolled around in agony. The deluge of rain increased in response, becoming almost like a waterfall. But by the time the fire had been put out, there was no fight left in it.

Soundtrack: Ori and the Blind Forest OST - Inspiriting

It lay, twitching in agony. Dimly, it was aware of the golden-maned one binding it with strong cords. Then the white cat-thing was moving into its field of view, its eyes glowing softly. Something within the thing stalled looking into those eyes. The cat-thing was speaking softly, comfortingly as its tentacles slowly and deliberately placed themselves against its hide.

And then, it connected.

The thing felt the cat-thing's mind as they connected. Light suddenly burst into its dark mind and the thing's mind shook. It shook so badly in the ecstasy of the light that it felt itself come apart. It wasn't painful, it felt natural in fact as each intelligence finally ceased being a mishmash of thoughts and feelings that didn't know where it began and the others ended.

"It's okay, it's okay" came the cat-thing's voice, and wonder of wonders they could understand it. Each of them felt the cat-thing shift and then each of them relived the despairs that had tormented them, that had fueled them.

Mom, Dad, I'm sorry vanished, I'm sorry I left! I didn't mean to!

He left me, he used me and threw me out when I got 'old!' That shallow ***** only cared about me for my body!

Why am I still around when everyone I knew died?! Why didn't I die instead?!

On and on it went, and through it all, the cat-thing . . . no, Key, that was his name. Key stood with them through all of it, sharing their despair. His face grew bleaker with every memory, but he never stopped being there for them. He was a balm to them as they finally all reached the end of their despair.

What now? Would things go back to the way they were before the were turned into the thing (Familiar, Key gently corrected them?) Would they die? The though wasn't even alarming anymore, if was relieving to not feel the pain of existence. Could they even go back?

"I think you can," Key said quietly as he looked at them. "One of my friends came back. I think you can too. But it's your choice, I can't force you."

There was a moment's silence as each of the things- . . . each of the humans . . . digested this piece of info. But, one by one, each gave the same answer. They were scared, they were scared of the things like them that they knew still inhabited the world. They didn't really have much, if anything to go back to either. But most of all, they were just tired. So so tired after an eternity of suffering.

Key nodded as he beheld them.

"Then go, leave your despair to me. I'll take care of it. Go and enjoy the peace you should've always had."

Warmth engulfed them, so different from the unfriendly cold of the rain in their home before. Their last fleeting thoughts as their souls left the mortal coil was a mild worry mixed with hope that Key would be alright. They, more than most anyone, knew how hard it was to bear despair. But that only made them more grateful to him for helping them work through theirs.

Thank you.

Their souls passed beyond.


Key sighed, shaking slightly as he stood. Absorbing despair was never easy, but it was part and parcel of fixing the mess he'd made. He shook his head as the labyrinth of the Familiar began to fade away. Soon, they found themselves back in the alleyway, and standing at the end of it were Sayaka and Madoka, who looked relieved to see them safe and sound. Homura was striding ahead and Mami was busy congratulating Nagisa on her performance against the Familiar. Key swayed on the spot, black dots popped in front of his face for a moment, along with a small urge to vomit. They were all so loud, couldn't they just quite down for a second, it was so annoying.

Key shook his head and the feelings passed. He shouldn't think things like that, it wasn't nice or fair to them. He shook himself and joined the conversation. Soon enough, the bad feelings had vanished and he gave them no more thought.


Mami's cooking was always something to look forward to, so everyone had waited with bated breath as she, with a little help from Nagisa, whipped up a resounding lunch for all of them. As they all tucked in, Sayaka looked over at Key, who wasn't eating anything and was instead seemingly trying to figure out how to hold chopsticks with one of his tentacle appendages. It was slightly difficult when he only appeared to have three fingers per se on the end of each tentacle.

"Say Key," Sayaka said. Key looked up, the chopsticks he'd been holding slid to the floor.

"If you don't mind, I actually have a few questions about being a Magical Girl."

Key looked mildly suspicious, "I already said I don't want you to become a Magical Girl Sayaka."

The blue-haired girl held up a hand, "no, it's not that. Well, I guess it is in a way. Anyway, the point is there's just something I want to know. I know you're not going to make us Magical Girls, but still, wouldn't it be better if Madoka and me knew more? Forewarned is forearmed sort of thing?"

Key looked suspiciously at her, while everyone else looked between the two. Madoka looked nervous while Mami and Nagisa were curious. Homura had her usual bland look on as she spooned rice into her mouth.

Finally, Key nodded, "okay, I suppose that makes sense. So, what do you want to know?"

"One thing about Wishes I don't understand" Sayaka began. "You said that we make a wish and then become Magical Girls. But you can turn Magical Girls back into normal girls, right?"

"Yes" Key said simply, as though wondering where this was going.

"Why can't I just make a wish, then you turn be back into a normal girl, then I make another wish and we repeat that over and over again" Sayaka suggested.

There was a moment's silence before Mami cocked her head with interest, "now that's an idea. Wishes accomplish amazing things after all."

Key shook his head, "wishes that Kyubey, and I suppose I, can give have a nasty tendency to backfire. You might get what you wished for, but not in the way you wanted, it's very hit and miss. I'm not even sure that it'd work because it's one wish per girl, and that might hold true, even if I turned you back from Magical Girl to Human. Kyubey describes it as, 'wishes distort reality, so no wonder they can cause unexpected backlash.' Even so, there is some degree of correspondence between the power level of a Magical Girl and the Wish that they have, and like a fire, the brighter and bigger the wish, the more quickly it tends to burn out. Some of the most powerful Witches were born of people who, in line with their supposed grand destinies and great powers, made extraordinarily grandiose wishes. Their Witches were scourges unlike anything the world had ever seen. Walpurgisnacht might even be one such Magical Girl."

"Walpurgisnacht is not simply one Magical Girl," Homura broke in. Everyone looked to her as she continued, "Walpurgisnacht is a collective of many different Witches that have somehow managed to fuse together into one over the years. Whether or not it's a Hive Mind or if the original Witch simply puppets the others, I don't know, though given the appearance of her, I would not be surprised if it was the latter."

"Like that Familiar we just fought, but with Witches instead of people" Nagisa enquired.

Homura nodded.

"What does she look like" Mami asked as she finished up her food.

"A Female Jester Doll. Of the sort that might show up in a puppet show in a circus. Her familiars reflect the circus theme." Homura answered.

"I see," Mami mused. "Do you have a map of the city by any chance, we may as well start discussing our plans now as any other time and it would be useful to have a map of the city for this."

Homura nodded and produced a map from her shield. Everyone moved their dishes as she spread it out on the table.

"She comes," Homura stumbled for a moment before regaining her footing, "will likely come, from this direction out at sea" Homura said as she drew an arrow on the map with a pencil. "To normal people it will be seen as a hurricane of massive proportions and the damage will reflect that. Anyone normal caught out in the open will die. She moves relatively slowly, but is extremely hard to damage."

"What about her Labyrinth," Madoka said as she looked at the map, "I thought Witches and Familiars needed those to survive?"

Homura's lips thinned as she looked at Madoka, it seemed almost that she was annoyed or angry that the girl was present. Madoka blushed and hunched in on herself.

"Walpurgisnacht is different. Undoubtedly when she first came to be she needed Labyrinth, but as I said, she's managed to find a way to fuse or control other Witches and absorb their strength. Thus, she is powerful enough to turn the world around her into a mobile and visible labyrinth. It's part of what makes her so dangerous. She distorts reality even moreso than other Witches."

Mami nodded as she traced an invisible line on the map with her finger. Her next question was light and casual, "so, you've fought her before then? Or is this all hearsay?"

Homura stared at the older girl, her gaze stiff. Mami smiled as she looked up at Homura, but it was the same sort of smile that she'd used when she'd warned Homura off from ever seeing her again a few days before.

A few moments passed, but then Mami's gaze softened slightly as she seemed to recall something.

"Anyway," Mami said, as though the tense moment had never happened, "the main problem to me seems to be simply wearing Walpurgisnacht down. One method of doing this could be lying in wait and ambushing the outlying Witches piecemeal. We let Key free their souls and remove them from the fight and then move on to the next. We would work our way inwards for this idea until, optimally, Walpurgisnacht will be completely devoid of support, allowing us to fight her directly. Do you need a Witch to be defeated before draining the despair within them?"

The last question had been directed at Key, who shook his head.

"Not necessarily, it's just that no Witch ever really stays still or stops trying to kill me long enough for me to do it."

Mami nodded, "right, so it appears that we'll either have to wear each Witch out, or find a way to keep them incapacitated long enough for Key to purify their Grief Seeds." A thought seemed to occur to her and she turned back to Homura.

"Are all the collective Grief Seeds kept in one spot or are they carried with the Familiars and Witches that I assume Walpurgisnacht deploys?"

Homura looked down, seeming to think about something. Finally, she looked up, "it varies. Due to her overwhelming power, she often deploys various Witches to search the surrounding area for victims. However, if she thinks that she's close to losing a Grief Seed, she'll attempt to withdraw it into the main body to allow it to recuperate."

Mami nodded, "in that case, it certainly might be possible to whittle her down if we can capture the Grief Seeds and have Key take care of them piecemeal."

Key nodded, though he looked a bit uncertain at the thought.

"Walpurgisnacht will surely realize what we're doing eventually. She'll try and stop us. Though, hopefully she'll be weakened enough by that point that she won't be able to."

"Maybe, when she's lost enough Witches, she'll start needing a Labyrinth again," ventured Nagisa.
Homura shook her head, "no, she's absorbed enough power out of them that she could lose them all and still go on. She isn't the Queen of Witches for nothing."

Mami contemplated the map once again before looking at Homura.

"I assume that your planning delaying tactics and bomb traps to keep her and her Witches off balance so that we can take care of them in manageable groups?"

Homura blinked at the insight, then nodded as she moved over and drew a few x's to mark spots.

"These spots are the most convenient for it I think. They form paths of least resistance that the Witch's and Familiars will likely take."

Mami nodded before taking the pencil and marking a few more spots.

"These are places where Witches and Familiars hatch or are drawn to regularly. It stands to reason that Walpurgisnacht's minions, or even Walpurgisnacht herself will do the same."

Key took his turn speaking, "a part of that may depend on where we are. Walpurgisnacht has made her life based on absorbing as many Witches and Magical Girls into her as possible. She's no doubt insane like any other Witch or Familiar, but insanity doesn't mean she can't think a bit. She'll be drawn to the highest concentration of 'food' she can find, or what's most attractive to her. That might mean us as we're a bit more energy full than normal humans, or it might mean the evacuation centers full of enough helpless humans to justify leaving us behind. We're gonna have to try and prepare for all outcomes."

He looked down, seeming to contemplate something to himself. Then he glanced around at the three Magical Girls in the room.

"All outcomes," he seemed to mutter to himself.

They chatted on for a good while longer. Ideas were brought up, bandied about, approved of or discarded. Homura had a wealth of knowledge and experience and could answer most any question about Walpurgisnacht that anyone else had. Mami was helpful in giving advice on the various strategies and tools they could use, from enchanting various normal equipment such as artillery (to give it extra punch against Magical Enemies), to coming up with various ways that they could combine their powers to greater effect. Nagisa mostly sat and absorbed it all while occasionally asking clarification for something she didn't understand. Key often speculated about how they could possibly use their powers to effect against specific Witches and what to do with their powers, since he could cleanse their Soul Gems on demand and thusly, eliminated their dependence on Grief Seeds.

Sayaka and Madoka were not left out, though Sayaka talked more. As time wore on however, something seemed to occur to Madoka and she tried to get everyone's attention. After a bit, she finally managed it and they all looked at her. She blushed slightly but turned to Mami regardless.

"Yesterday, you said that something happened while you two were, um, 'indisposed' in the Witch's Labyrinth?" Madoka asked.

Everyone turned to look at Mami who glanced at Nagisa in response. The younger girl looked back at her and shrugged her shoulders, so Mami turned back to the others.

"Well, after the Witch . . . ah . . . took care of me, I woke up inside my Soul Gem."

"How does that work?" Sayaka asked.

Mami pursed her lips, "I'm not quite sure. I mean, my body wasn't exactly functioning at the moment so I'm not sure how that worked."

"Hmmm," Key mused. "I mean, your Soul is the core of your being and your Soul Gem wasn't destroyed. In that sense, with your body being out of commission until your Soul Gem could muster enough energy to repair it, it's possible that you interpreted the inside of your Soul Gem in a way that you could comprehend."

"What was it like?" Madoka asked curiously.

Mami described the large domed chamber she'd found herself in with the mirrored floor and the golden light as well as the dark black tarry substance growing out of the wall.

"Likely a manifestation of the grief in your Soul Gem," Key put in helpfully.

Mami continued on with describing what happened. She had to admit that it sounded very surreal when she talked about it here and now. Though then again, was she really in any position to judge what a normal life should be like, considering she was a Magical girl?

"Hmmm, I wonder who he is?" Key said simply as he turned to look out of the window.

"What do you mean?" Homura asked as she looked between Mami and Key.

"I wonder. A being like the one Mami described, someone or something that powerful. Marethil sounds like the same person who encouraged me to come and find you Homura. I wonder what his stake in all of this is."

"He seemed nice," Nagisa put in helpfully as she chewed on some rice.

Homura contemplated this news. She was already overall thrown for a loop with Key's appearance and meddling, but now another even more powerful creature was trying to 'help them' apparently. Homura wasn't sure if she should be hopeful or suspicious about it. Suspicious probably. Kyubey had taught her the danger of taking help at face value.

"I have to admit, he was unlike anything I've ever seen even during all my years as a Magical Girl," Mami quipped as she grabbed some more food.

Key nodded in assent, "me too. Though, then again, my focus before wasn't really 'eldritch creature' research."

Key's expression changed suddenly as a thought occurred.

"Which reminds me, there's something I need to do back at the hospital, if not today, then tomorrow at least."

Everyone looked at him curiously, sans Homura who just stared at him.

"There was a guy in the hospital who was suffering from a mental disease. I didn't have time to help him before because . . ." Key glanced over at Nagisa and everyone seemed to get the message.

"But now you want to go back and help him," Mami said with a kind smile. Key nodded and Sayaka spoke up.

"Cool, I can visit Kyosuke and while we're doing that, you can swing by this guy's room and you can help him, what's his name?"
"Fuminori Sakisaka" Key said as he stood up. Homura, however, abruptly stood up.

"And what if that creature has returned? Is it wise for Madoka and Sayaka to go when even a Magical Girl would have trouble fighting something like that?"

"Hey!" Sayaka protested, "we can look after ourselves!"

Homura ignored her, focusing her gaze on Key. He shook his head, "we managed to come out alright before, didn't we? I'll be able to sense her long before we run into her, so I'll let you all know so they can stay behind."

"He isn't our problem" Homura said resolutely. "Walpurgisnacht is coming, and we need to plan out how we will deal with her. This is a side issue that will take time away from that."
Mami shook her head, "we still have some weeks left before Walpurgisnacht will arrive according to your calculations Homura. I'm sure a simple trip to the hospital won't affect any plan we come up with. But what's this creature you two are talking about."

To the surprise of the girls, Homura seemed to shiver. It was so subtle that they weren't even sure it had happened, but the temperature of the room seemed to drop dramatically. Homura simply stared ahead, silent.

Key finally responded, "when Homura and I were, uh. Trying to make sure that you were alright before the meeting, we-"

Sayaka cut in, "you were stalking us?!"

Key blushed and grinned sheepishly. Sayaka scoffed with a sardonic look on her face and looked ready to speak some more, but Madoka laid a hand on her friend's shoulder.

"Hush Sayaka, let him finish."

"Anyway, as we were walking past the mental health section of the hospital, something felt off so I insisted we investigate. All of the staff were gone and we eventually got to Fuminori's room. There was something inside of it that didn't sound or feel right, and it was talking to him."

"Was it a Witch?!" Nagisa blurted out.

Key shook his head, "no. It felt much different than a witch. Wrong in a different way you might say."

As Key described Saya, Madoka noted with shock that Homura definitively did shudder and seemed to clutch herself for a moment, as though afraid. Unseen to the others, who were all focused on Key, she reached out a hand and patted Homura on the arm. Homura twitched and looked over at her, a look of surprise on her face. Madoka smiled while gently squeezing Homura's arm and, after a moment, the raven-haired girl seemed to relax.

"If we're gonna go to the hospital, we should probably go soon" Sayaka said as she looked at her phone's clock. "Madoka and me usually eat dinner with our families on Saturdays, so we gotta get back before then."

"I'm ready to go" Key said as he stood up.

"Easy for you to say Key," Madoka said with a smile, "you haven't eaten anything."

Mami felt a tug on her sleeve and looked down to see Nagisa looking up at her. The little girl's expression was nervous and she stuttered a bit as she tried to speak.

"M-mami, I don't-don-don't want to . . . to."

"To what?" Mami asked, slightly confused. She wondered what had caused Nagisa to act so uncomfortable, the only other times she'd seen the younger girl so agitated was inside Mami's Soul Gem and last night when she'd been missing her moth-.

It hit Mami like a ton of bricks. They'd been discussing going back to the Hospital, and who had Nagisa known who had recently died in a Hospital. Mami felt like slapping herself, of course Nagisa wouldn't want to go back there, even aside from her mother having died there, the Hospital was where she'd become a Witch so it made sense that she'd want to avoid the place. She placed a comforting hand on Nagisa's shoulder, then turned to look at the rest of the group.

"Um, actually girls, I don't know if I'll be able to go with you to the Hospital. I have to stay here and watch after Nagisa. You can call me when your done and we can go somewhere afterwards, but I don't think that I'll be able to go with you."

"Why not, can't Nagisa just come with-" began Sayaka, but she stopped as realization struck her.

"Oh, okay, that makes sense."

Key smiled as he looked at the two of them, "don't worry Mami, it should be a pretty simple thing to do! Don't feel bad."

Homura stared at the two of them, then seemed to sigh.

"Very well. If you are going to stay home, then you can do some research on Walpurgisnacht. I have some resources that I can share which will aid in planning to defeat her."

Mami nodded, that seemed reasonable enough.

"Make sure to call me if you have any trouble or need my help. We did exchange phone numbers, right?"
"Yep!" Sayaka said brightly and Madoka nodded in response. Everyone turned to look at Homura who shrugged.

"I don't have a phone" she said simply.

Sayaka gasped in mock horror, "how have you survived in this world."

Homura stared with a deadpan expression at the blue haired girl who just grinned unabashedly at her.

"Telepathy can work just as well as phones, better even," Key said mildly as he stood up and hopped off the table where he'd been sitting. Homura stood and began pulling several maps and papers out of her shield. She laid them on the table and began pointing to them each in turn while looking at Mami.

"These are profiles on the more powerful Witches that Walpurgisnacht deploys that I've managed to research, here are possible locations for weapons raids that we could possibly employ, and this is a list of Witches that I've scoped out as being in our general area and thus, available for harvesting Grief Seeds."

Homura nodded, but glanced at Key during the last statement.

"We'll need to discuss what to do with Grief Seeds tomorrow, considering what they are."

Key nodded, though Homura did not look enthused at the prospect. Madoka and Sayaka had gotten to their feet however and were moving towards the door.

"Bye Mami! by Nagisa! Should we meet for breakfast tomorrow?" Madoka asked as she turned and waved to the two girls still sitting down.

Nagisa waved enthusiastically back and Mami smiled as she thought, "well, I do know a good Donut shop if you want sweets for breakfast. It's not too far from here and I used to go there with a friend. She loved to pig out on junk food so we went there a lot."

"You mean that Kremie Krisps?" Sayaka asked. Mami nodded and Sayaka grimaced, "eh, I'm not really in the mood for more sugar soon."

"Okay, well, we could meet here for breakfast" Mami replied after a moment's thought.

Madoka looked a bit uncomfortable, "but you've already done so much cooking for us Mami, I don't want you to feel like we're taking advantage of you."

Mami waved the worry off, "oh no, don't feel like that. I love having friends over and I like cooking for them. Really, I do."

A moment of silence followed, then Key straightened up, "well, sounds like we've got that settled. See you later Mami. Ladies, shall we make our way to the Hospital?"

Madoka and Sayaka smiled as they walked out of the room, quickly followed by Homura and Key. The door shut behind them, leaving Mami and Nagisa alone. There was a moments slightly awkward silence before Mami turned to look at Nagisa.

"So, what do you like to do for fun?"

Nagisa thought for a moment, "well, I like to eat Cheese, it's really tasty. I like to watch stuff on TV. I also like . . ."


The afternoon sun was very good at making the Hospital look warm and friendly. Nowhere you'd have ever expected eldritch creatures to have taken up abode at all. Still, Homura and Key eyed it cautiously as they walked towards it with Sayaka and Madoka in tow. The receptionist knew Sayaka and Madoka well (Sayaka was a regular visitor as was Madoka, being her best friend), and cleared the four of them without a second thought.

As they walked, Madoka and Sayaka discussed whether or not they should or could, bring some of Mami's best food along next time.
"I mean" Sayaka said, "I know the stereotype is that Hospital Food tastes horrible, but I'm not so sure how true that is."

"I don't know, I've never really stayed in a hospital before" Madoka supplied.

"I've never really eaten, or at least, never really stopped to dwell on the taste of much before" Key chimed in.

There was a second's silence as the three contemplated this. Then Madoka turned to Homura, "have you ever stayed at a Hospital before Homura."

Homura blinked as she looked at Madoka before turning back to stare ahead. After a moment of contemplation she gave her answer.

"Yes, I have stayed at a Hospital before."

"And, what was the food like?" Sayaka asked curiously.

Homura once again waited a bit before answering, "it's bland. Mostly because you're just experiencing the same thing over and over again."

Sayaka blinked at the description, "I guess. But couldn't you do something to change it? I don't know, mix it up a bit. Get a different meal?"

Homura twitched imperceptibly, no one but Key and possibly Madoka noticed.

"Patients don't control what their given, they just have to work with it. To change it requires others to help."

Sayaka thought for a moment, then nodded.

"Yeah, I can kinda get where your coming from. So Madoka, you think we can get Kyosuke some good food?"

The conversation continued on between Sayaka and Madoka as they made there way towards Kyosuke's room. Soon enough however, they were walking past the entrance to the Mental Health Ward and they stopped. The three girls looked down at Key who had his eyes narrowed and his ears twitching as he stared at the doors to the Ward in question.

"Is she in there," Homura said as she glanced at the doors herself.

". . . . No, I don't think so" Key said as he strode up to the door and stuck one of his tentacles in the lock. "I can't sense her at all. So I'm pretty confident she's not here."

"Well, okay then," Sayaka said in response. She made to continue on.

"We'll just meet up later. Give a call if you need help?"

Key nodded at them and the two girls moved off. After a moment, the lock clicked and the door swung open. He peaked inside and then nodded.

"All clear aside from the patients who're in their rooms." He strode forward and Homura followed. Thankfully, the unquiet feeling that had come over her the previous day in this hallway did not reappear. However, as she neared the end of the hallway, she suddenly took note of the atypically wide open door and dimmed lights of the room that had been occupied the previous day by Saya's human partner.

Key seemed to have noticed it too and he sped up, his face growing concerned as he jogged into the room.

"No no no! He's not here! Where did he go!?"

Indeed, the room was empty. It was free of any patient and even looked as though no one had lived in it (though that was likely due to housekeeping.) The sheets of the empty bed were folded neatly and there were no personal effects upon the table and chairs that made up the room. Homura gazed around dispassionately, feeling more than ever that this trip had been a waste of time and energy.

"Where is he, where is he?!" Key said, his voice sounding stressed as he scurried around the room, opening drawers and peering under things, as if hoping to find some clue like in a mystery novel.

Homura, standing at the door, noticed a small cabinet set into the wall just beside the entrance. It had a lock on it, but as no one was occupying the room, it appeared to have been left slightly ajar and Homura pulled it open. Inside was nothing but a clipboard with several names written on it. It appeared to be a record of the residents of the room and the times that they had first come in and then vacated it. Several of them had been long-term residents due to injuries. The last name was indeed a long term one with several cited reasons foremost among them was "head injury and suspected mental trauma/disorder." The name and date however was what stood out most to her.

"Key," she said quietly as she walked over and sat down in a chair "something you should see."

Key leapt up onto the arm of the chair and looked. There was Fuminori's name at the bottom of the list with several comments added in by the attendant, a person named Ryoko Tanbo.

The subject (Fuminori Sakiska), sole survivor of near-fatal car accident (which claimed the life of both his parents) and receiver of experimental surgery, is to be kept under observation for foreseeable future. Procedure is, as noted, experimental and subject should be observed for any unknown side effects.

The next line dated several days after the surgery seemed to have taken place.

Subject has awakened and initially was convinced that he was in a nightmare. He screamed about how everything was horrifying and nearly injured himself in an attempt to escape. This necessitated sedation. The subject was calmer later, blaming the episode on nerves and traumatic memories of the car crash. While possible, it is unlikely as the subject still exhibited signs of nerves and stress that he attempted to keep hidden. Further observation is required.

"The Agnosia" Key remarked idly. Homura nodded, imagining what it might've been like to wake up with the world looking as horrendously it must to Fuminori. They scanned the next entry, dated a few months later.

Subject is to be released soon against caretaker's recommendation. Still suspected of having side effects of treatment. However, care time has elapsed and subject is being released regardless. Observation and research will have to continue on through other means.

Homura tapped the date and Key groaned.

"He was released today?! Really!?"

Homura nodded, thinking with some reluctance back to when they'd encountered Saya and Fuminori the day before. Hadn't the first thing they'd heard from the pair of them been Fuminori saying that something would be happening the next day? He'd even asked if Saya knew where he lived as though he expected her there.

Well, it was probably out of their hands, at least for the moment so they should probably go find Madoka and Sayaka an-

A soft gasp immediately drew their attention to the doorway and Homura mentally cursed herself as she realized that both she and Key had allowed their attention to slip in their search for clues.

A young woman with teal-green hair, glasses, and a hospital uniform was standing at the door, staring at the two of them, one of her hands holding something behind her back. Her eyes were narrowed as she saw them looking over the residents list.

Homura stood up, ready at a moment to transform as the woman spoke.
"Who are you two, and why did you come back here?"

Homura opened her mouth, about to think of an excuse of getting lost, but then two things stopped her. Two things that the woman had said in particular.

"What are you talking about?" Homura said quietly as she stared at the woman, "I'm the only one here."
The woman gave her a blank stare and then looked directly at Key.

"No your not, I can see him too."

Key blinked, his face looking utterly confused, "but how, how can you see me? Only Magical Girl's can see m-"

He seemed to realize something and made a noise of comprehension as he looked at the woman.

She nodded in response. Homura felt confused as she looked between the two.

"How can you see him? You aren't a Magical Girl, are you?" Homura asked confusedly. She'd never encountered this woman before and had never heard of a Magical Girl so old.

The woman stared at them both, then looked down at Key.

"It's been quite a few years since I've seen one of you. But I never forgot the world you tried to pull me into Kyubey."

It clicked.

"You were a candidate," Homura breathed. It was a bit disconcerting to meet someone this old who was in on the world of Magical Girls. She didn't know anyone personally who refused to become a Magical Girl in the long term. Kyubey was very good at his job after all.

Key grimaced, "um, sorry to correct you, but that's not my name. I don't blame you for thinking that, but uh, my name's Key."

The woman tilted her head, "how does that work, I thought you didn't have individual names?"

Key blinked, "how much do you know?"

The woman smirked, "enough to not become a Magical Girl. Enough to know that things exist that most people think are make-believe."

Her face hardened, "now, answer my first question. Why did you come back here and what are you doing here?"

"How did you know we've been here before?" Key asked incredulously.

The woman jabbed a thumb back over her shoulder at the hallway and they looked. Nestled up in the corner of the hallway near the ceiling was a security camera. Homura had nearly forgotten that this hospital had those, due to reliving the same month over and over again.

"Wait, if you know we came here yesterday" Key said with some nervousness, "then you must have seen . . . her."

The woman blinked, "her? If you're talking about the big blobby flesh thing" she broke off and shuddered violently, looking as though she wanted to close her eyes. Then she continued.

"If you mean that, then I didn't even know it had a sex."

Key nodded, "yes, that is what I meant. But, if you want an answer it's simple enough. I wanted to cure the man who was living here up until this morning."

The woman shifted, looking at them. Then she sighed, "I thought he was hiding something, but the higher ups wouldn't see it. He got too good at acting normal so they forced me to let him go."

Only then did they notice the woman's name tag perched on her white hospital coat.

"So you're Ryoko Tanbo," Homura observed mildly.

"Yep," she said shortly as she looked Homura over. "And I'm assuming your another Magical Girl that this one suckered into a Faustian Deal. That right?"

Homura blinked, then nodded slowly. Ryoko glanced at Key before looking back at Homura, her eyes furrowed.

"I suppose you don't know about what he really wants. About the truth of Witches and how the relate to Ma-"

"Yes, I do," Homura interrupted. "I know about how Magical Girls become Witches, but I am curious to know how you found out."

Ryoko sniffed. "First, what are you going to do about Fuminori and his little friend. Didn't think she was a Witch, but I wasn't sure. Are you here to hunt her down?"

Key shifted slightly, "uh, that wasn't the original goal. But I did say yesterday that if I caught her doing anything bad that I would. So, if she's been doing something bad, yeah I guess I would go looking for her."

Ryoko stared at Key with narrowed eyes for a good long minute. Key looked supremely uncomfortable as Homura prepped to change into her Magical Girl outfit and stop time if need be.

"Maybe" Key said slowly. "We could exchange what we know. I think we can agree that this is kind of weird for all of us, but I get the feeling that we have similar goals. Maybe if we talk it out we can help each other."

Another long moment's contemplation passed. Then Ryoko sighed, "fine, it's not like I couldn't use some help dealing with this."

Her hand that she'd kept behind her back was brought forward and both Homura and Key started, Homura internally and Key externally. She'd been holding what looked like a military grade shotgun behind her back with a finger on the trigger.

"What was that for?" Key asked incredulously. Ryoko gave him a condescending look, "you really think I'm stupid enough to not carry a weapon around when I'm going to potentially be dealing with things like that blob monster that you fought off yesterday?"

Homura nodded slightly, conceding the point. It wasn't unlike herself actually, though she took it to a far deeper extreme. Her only specialized magical power was time stopping so she'd mostly had to rely on conventional weapons and a few trained base Magical Girl skills. She could well understand Ryoko's wish for protection against the eldritch monsters she must've had experience with.

Ryoko moved towards one of the chairs and motioned for the other two to join her. After a moment's hesitation, they both sat down. For a few moments, both sides stared at each other across the table. Then Ryoko blew some air out of her mouth.

"Well, let's share."


Author's note: I think its going to be a theme of chapters growing far longer than I thought they would. This didn't even bring us up to the same point in time that the last chapter did. However, it was already monstrously long, so I figured it should be split into two parts. The second part will be (hopefully) shorter and published sooner than usual.

Not much action in this chapter, but it was mostly about the group trying to get their dynamics figured out as well as beginning to plan for Walpurgisnacht. Mami and Nagisa's relationship gets a bit more time to develop as well as each person's worries about each other (Key and Homura's for Mami, Mami for Nagisa etc. etc.).

Hope you enjoyed the POV from the Familiar. A few chapters ago, one of my reviewers asked about what happens when Key frees a Familiar turned Witch. Well here's the answer. Familiar's gain power and identity by absorbing the minds of humans and this would persist into their Witch Form.

While Saya didn't return in this chapter, her story has and it's safe to say that she's not going to fade off into the background for quite a bit. I hope you enjoy what I have planned and I hope I can do it justice. Perhaps I shouldn't be mashing things together like this, but, for the overall idea I have, I think Saya fits. I suppose whether or not you enjoy my additions and reworking of the canon is just part and parcel of this sort of things. I'd understand if you didn't but would love to hear it if you did.

Next chapter will hopefully see the wrapping up of this trot with the main group and we'll begin alternating between the main group and Kyoko and Oriko's group. Different 'POV' chapters per se may be one of the only ways I'll be able to keep the story coherent so I hope I do it justice. Originally this was going to include both the main group and Kyoko's group, but it was too much for one chapter. It likely would've gone on for 50 pages if I did that.

Anyway, hope you enjoyed it! Drop me a comment if you did and have a great day!