A/N: I have just realized this story is two years old and over 200k words. What have I done. I never thought this would go this farrrrrr. Thanks for the support, everyone! Without your encouragement, I may have just fizzled out. Thank you for your patience every time adulting sinks its claws into me and gobbles up my time.

By dates, technically last time's chapter could have been the "Happy Second Birthday, Infinity!" chapter. But because I didn't realize it, here.

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NEUNUNDVIERZIG

TIMELINE X + N + 1

After Madoka and Sayaka left, Yoruichi jumped up on the table. "Call Kisuke. I may as well brief you both at once."

Homura nodded and did so, setting the phone to speaker as she lay it on the table.

"Hello, hello, hello! Kisuke Urahara, magical girl support team resident mad scientist, at your service!" he crowed. "How may I help you?"

"I need to make a report, Kisuke," Yoruichi drawled.

"As you wish, magical girl support team resident mascot! Fire away!"

Homura felt her face twitch in disapproval. Yoruichi glanced at Homura, rolled her eyes, and flexed her shoulders in a feline shrug as if to say, He's always like this. Get used to it. Homura wondered if she'd ever learn to take the man's irreverence in stride the way the cat had.

Yoruichi related the weekend's events in a professionally clipped tone. A lot of it was disturbing, but Homura's eyes widened in disbelief when the change in Sayaka came up.

"Well, at least it seems your role reversal gambit was successful," Urahara said thoughtfully.

It can't be this simple, Homura thought. No way.

"Yoruichi, your thoughts on Tomoe?"

The cat curled up near the phone and spoke pensively. "Excellent in battle. Her skills are definitely seated officer level— perhaps even third seat. Edging into lieutenant level, but with some key flaws and need for improvement. The most glaring is that once she becomes focused on a single target, her situational awareness for secondary threats gets dangerously sloppy." Yoruichi tipped her head inquisitively and glanced at Homura, who nodded her agreement. Kyōko had said as much in multiple timelines and she had seen it herself. Yoruichi returned her nod and continued, "If she's only been fighting for two years, it's very promising. With some formal training and more experience... well. Now, her power level is definitely on par with a lieutenant. And she can do some fascinatingly complex things with her reiatsu. The technique she called Tiro Finale was impressive. I think that attack could take out a Menos Grande."

She still wasn't entirely sure what a Menos Grande was, and Mami did have flaws, but..."The Rose Garden Witch and her Familiars are not particularly strong or clever," Homura interrupted. "You likely did not see Tomoe at full strength— nor at her tactical best. She was not our leader simply because she had the longest... tenure among the five of us."

The cat gave Homura the distinct impression of raising her eyebrows in interest despite the limitations of her feline face. "Oh?"

Homura nodded. "I learned how to plot strategy and tactics from her. She is excellent at devising ways to combine our powers for maximum force multiplication. Her improvisation is similarly strong." Homura pressed a finger to her chin thoughtfully. "The fault in her situational awareness is a major handicap, though."

"My, my," Urahara said with a hum. "Yoruichi. Her mental state?"

"Confused, for now," Yoruichi answered. "The girls gave her some food for thought. It's too soon to say how she's processing it."

"Hmm, hmm, hmm. Miss Akemi?"

"Yes?"

"In previous timelines, have you broached the subject with Tomoe by outright stating facts or asking leading questions?"

Homura thought back. "Factual statements," she said slowly. "Which she then doubts."

"Maybe figuring it out herself based on leading questions will let her process it better."

"Who knows?" Homura said doubtfully. It seemed extremely unlikely to her.

"Ahhh, chin up, Miss Akemi!" Kisuke cheered. "We'll figure something out for her." He ignored Homura's sour hum to ask Yoruichi, "According to the calendar from last time, Noriko Chiasa will go missing in Kazamino tomorrow. What are your plans?"

"Following her. Provided there isn't a barrier around that city, too." Yoruichi tilted her head curiously. "Do you have any ideas about what to do with the Asunaro barrier?"

"Yep," Urahara said cheerfully.

"Care to share?" she asked drily.

"Nope!"

Homura scowled and opened her mouth to object, but Yoruichi loudly said, "Whatever," to cover her words. Homura glared at the cat. Completely unrepentant, Yoruichi continued, "Anyway, I'll follow Chiasa. See if she's a magical girl, see if she turns. Tip off Akemi if she needs to hunt a Witch."

"Excellent," Urahara said. "Ah, Miss Akemi. I just had a thought. Would you mind writing out descriptions of each of the Witches you can remember having encountered? It could be useful to be able to match Witches to their human identities. We may be able to establish some patterns."

Homura raised a brow, thought, then agreed with him. She needed to update her extensive file on Walpurgisnacht, anyway. After they wrapped up the call, she sat at her desk and started writing and sketching in fits and starts as Yoruichi lazed about and groomed herself.

§ x § x §

The next day, Yoruichi accompanied Homura to school. She watched with interest as Homura's mood lightened when Madoka jogged up and greeted her cheerfully. Useful. She greeted the girl with a purr and an ankle-rub, then slunk off into the trees when the girls left.

She didn't want to look un-catlike in case the Incubator saw her, so she took a meandering, vaguely-eastern route, pretending to chase birds and mice, getting into a hissing running battle with a stray, and suckering a man with a Kazamino police badge into giving her scraps from his lunch at an outdoor cafe. She then followed behind him as he walked back to Kazamino, meowing as though begging for more food the whole way. She didn't notice a barrier like at Asunaro. When the man shoved her away with his foot and went into a building, Yoruichi had the perfect opportunity to wander around Kazamino. She took a circuitous route toward her target's school while mentally reviewing the relevant portion of the news article passed on from the previous timeline.

Noriko Chiasa (16)... is the class representative for her first year high school class. Meticulous and responsible, Chiasa was known to be dedicated to her office to the point of obsession. Investigation found that many of the "late club meetings" she told her parents about seemed to not exist... Some prodding... revealed... an admission of a confrontation in a classroom the afternoon she went missing. No one has seen her since she stormed out of the school, upset.

By intently focusing her attention forward, Yoruichi was able to feel a person with elevated reiatsu from four blocks away from the school. It wasn't especially strong, but definitely present— and definitely tainted by the Hollow-like reiatsu that needed to be removed from Soul Gems. That probably confirmed Chiasa as a magical girl.

Yoruichi decided to avoid approaching the school too closely, changing course to pick a fight with another alley cat and sift through dumpsters until she felt the reiatsu source flare in distress and shift darker. Her quarry darted around erratically— perhaps running around in the building's halls?— before taking off in one direction. The angle wasn't too far off, so Yoruichi moved to intercept. She managed to fake chasing a rat out onto a sidewalk just as Chiasa barreled around a corner. The girl tripped on her and sprawled to the pavement as Yoruichi yowled in fake pain. Yoruichi regained her feet and turned around. The girl was the same as in the once-and-future article's accompanying photo: Dark hair long and straight with a precise part, black sailor uniform with red kerchief, brown eyes. Chiasa was struggling to her feet, audibly sobbing. Yoruichi hissed at Chiasa, but the girl ignored her and ran again, uncaring of having lost one shoe in the collision and having skinned her knees and palms on the pavement. Yoruichi raised her hackles and charged after the girl, snarling as though enraged and seeking to attack her. She pounced and scratched Chiasa's ankle as she stumbled around another corner, deliberately snagging her claws on the girl's sock so she could be dragged for several steps and yowl in pain— an excuse to look even more enraged. Chiasa was hysterical beyond ability to notice the claws and it was best to look like she had more reason to follow the girl.

After zigzagging through the neighborhood with the Hollow reiatsu intensifying with every step, Chiasa fell to her knees in a narrow street between the backs of a strip mall and a skating rink. She sobbed harder, building into a roar of rage. The girl jerkily crawled toward a pile of junk behind a dry cleaner and started throwing objects like a toddler having a tantrum, hangers and clothespins breaking against the ground and walls as her reiatsu rose and made her throws more forceful. Yoruichi made a point of yowling and backing to the other side of the alley with her hackles raised as though she was angry but frightened by the power surge. With a final sound of despairing fury, the silver ring on the girl's left hand sparked with red light. An egg-shaped garnet crackling with black energy manifested over her hand. Yoruichi's feline instincts shrieked danger! run! so she complied out of convenience— it would make her look more legitimately catlike and she had no desire to get sucked into a labyrinth, anyway. She took off like a shot and leapt from the ground to a block wall around a dumpster to an awning over a delivery bay. Chiasa's Soul Gem exploded as Yoruichi scrambled to the far end and jumped toward a ledge. The force behind her slammed her into the wall ahead of her. She acted dazed and looked back.

Chiasa's body was sprawled on the ground, limbs askew and school uniform disheveled, thrown into a wall by the force of the explosion. Something akin to a hollowed-out silver pendulum floated over her and exuded Hollow-like reiatsu, growing until it was twice as tall as the girl had been and sprouting spikes from its cardinal points. Yoruichi had hardly registered the scene when the power imploded, retracting to the rapidly shrinking pendulum— Grief Seed?— and visibly warping reality around it while dragging refuse and Chiasa's empty body into it like a vacuum. Everything disappeared into a single point as suddenly as the reiatsu had burst outward. The alley settled back to normal. The only sign anything had happened was an area with no litter with a slight heat haze in the center. The entire transformation had taken perhaps twenty seconds.

Yoruichi stared for a moment, then let her cat instincts guide her into hissing once and slinking away. Hackles still raised as though edgy, she jumped from surface to surface until she crested the nearest roof while glancing back over her shoulder. She hissed again, then noticed a scent and turned around.

The Incubator was perched on a rooftop air conditioner condenser not three meters away from her, watching her impassively.

Little bastard. Observing Chiasa? Or following "Akemi's cat"?

Well, nothing for it. She had to stay in character, after all.

Snarling fiercely, Yoruichi lunged forward to attack. The creature didn't panic as it had the previous day, coolly evading about half of her attacks and showing no reaction when Yoruichi injured it. It also fought back to an extent, using its ear-like appendages as flails far more effectively than in their last encounter.

Yoruichi allowed herself to be hit several times to be convincing and gauge its strength. She got the distinct impression it was holding back, testing her in the same way she was testing it. Yoruichi became convinced that its helplessness in Kaname's room had been a ploy. She grimly loosened her control of her feline side and let it fight more instinctively, hoping to muddy the waters and allay suspicion. She backed off for a moment, made a hissing display of dominance, and attacked again. The Incubator fended her off expressionlessly, finally retreating when she succeeded in gouging out one of its eyes. It flickered from paw's reach ahead of her to a much higher rooftop across the street in the blink of an eye. It showed no sign of pain, settling back into impassiveness as it sat and looked down at her from safety with one beady red eye while its ruined partner dangled out of its socket.

There was no way Yoruichi could follow without giving away that she could use shunpo, so she settled for pacing and watching it with her hackles raised, yowling resentfully. It watched her for ten minutes with no sign of moving. Yoruichi decided to feign losing interest and leaving.

Not wanting to appear to intelligently run back to Akemi to fetch her and lead her to the Witch, Yoruichi wandered vaguely southeast— away from Mitakihara and most recorded magical girl and Witch activity. She acted like she was still keyed up from the fight, clawing the hell out of an insistent tomcat here, perching on a fence to hiss taunts at a dog there. She stalled for hours with her wandering before meandering back to Akemi's neighborhood in the silence of the wee hours. One window still displayed a dim light through the curtains— Akemi's desk lamp, she thought. Akemi's reiatsu felt alert, so Yoruichi went to the front door to scratch and meow plaintively until the girl opened it and looked down at her.

"Ah. There you are. Where have you been?"

Yoruichi made a show of hurrying to snake around her ankles and meow obnoxiously. Akemi was quick on the uptake.

"I suppose you finally decided to come home because you are hungry," she said with tired annoyance.

Yoruichi flopped on her side, rolled on her back, and did her best to look cute and apologetic.

Akemi huffed. "Yes, yes. Come in. I will feed you."

Yoruichi entered and didn't relax until the door was firmly closed. Minding the angles to the windows, she muttered, "Close the drapes over the curtains and get ready for bed. We'll talk tomorrow. I may have been followed—"

"The Incubator?" Akemi asked coldly.

"Yes. I think it was trying to figure me out. I don't want it to see me speaking, and we need to act like you forced yourself to stay up and went to bed when your annoying cat got home. If it's surveilling the house, it should sense your reiatsu settle into sleep."

Akemi pursed her lips unhappily, but nodded.

§ x § x §

Though impatient to learn what had happened elsewhere the previous day, Homura appreciated the second normal school day in a row with her friends. When Shizuki inquired after Yoruichi's absence the previous afternoon, she mentioned that her cat had been out annoyingly late. She found herself amused by Miki's cheerful cackling and jokes about Yoruichi being a two-AM troublemaker. Madoka and Shizuki were assigned cleaning duty for the day, so Miki and Homura stayed and helped. The normalcy was surreal for Homura.

When Shizuki ran off to whichever boring lesson her mother had scheduled for the day, the other three girls left more slowly. They greeted Yoruichi in the usual spot and meandered down the deserted path. Homura's magical senses tripped to alertness just before they turned a corner. Mami Tomoe stood waiting in the center of the path, frowning as she held her school bag in one hand. The Incubator was in a tree behind her, tail a sinuous metronome.

There went her normal-ish day. It had been nice while it lasted.

The girls stopped in their tracks. Madoka darted down and snagged Yoruichi under the armpits as the cat snarled and tried to lunge toward the Incubator, then backed up and held her firmly against her chest. Homura and Tomoe silently sized each other up for several painfully long seconds.

"What is your problem with Kyubey?" Tomoe finally asked in a clipped tone.

Homura lifted one brow. Tomoe hadn't bothered with politeness or greetings even as a formality. That indicated a dangerous mood for her. Great. "I have many problems with it," Homura answered blandly. "You will have to be more specific."

It may be best for this discussion to be a private matter between contracted magical girls, the Incubator interrupted.

Homura's eyes narrowed. Did it not want the potential contractees to overhear something? It was also farther away from Tomoe than she would expect. In some timelines, she had seen it behave similarly when it disapproved of a magical girl's decision but seemed to want to observe anyway. Or when it thought something catastrophic would happen— especially if there were uncontracted girls also present who might make a wish to fix it. Which was it?

"We're staying," Miki declared stubbornly, stepping up to stand shoulder-to-shoulder with Homura in a show of support. Madoka nodded firmly.

Well. That was interesting.

Tomoe's frown deepened as she looked from face to face, then settled on Homura once more. "You're trying to convince girls not to contract and you even attacked him. Why?"

Honest surprise flitted across Homura's face. "While I admit to an adversarial attitude toward it, I assure you I have not attacked it." This time. Yet.

"Oh?" Tomoe said archly. "If you didn't attack him, why did he come to my apartment Monday morning with extensive injuries? He was torn up and bleeding so badly I couldn't even see the wounds well. He was only partially coherent and mentioned your name and an attack." She dropped her bag and crossed her arms, eyes narrowed. "How can you deny it?"

Homura ground her teeth. The Incubator had sent its damaged terminal to Tomoe after the incident at Madoka's house. Of course the little monster had found a new lever. Of course. "I—"

"Ah— ah, um, I can explain!" Madoka interrupted. She looked determined, then drew back timidly when everyone looked at her, then pulled herself together again. "When I woke up on Monday, the— Kyubey had come in my window and was sitting on my shelves. The ones on the wall over my bed. Yoruichi woke up and attacked i-him." She held Yoruichi up a bit. Everyone could hear the cat's steady growling and see her looking at the Incubator with murder in her eyes. "It got... really nasty. There was blood everywhere."

"Akemi wasn't even in Mitakihara early that morning," Miki added defiantly. "She was on a train coming back from Tokyo. She came straight to school from the station."

How do you know that for certain? Did you just take her at her word? the Incubator asked calmly.

"I wasn't talking to you," Miki sniffed.

"If you really wanted, you could probably find security footage of me at the station," Homura dared it. She tilted her head and looked at it with heavy eyelids. "Did you really lie to Tomoe? I have never known you to lie directly."

Tomoe looked at the Incubator from the corner of her eye, face shifting toward uncertainty.

But I have never known you at all, the Incubator parried.

Miki dropped her own bag and stepped forward aggressively, fists clenched at her sides. "No! You don't get to do that!"

"Do what?" Tomoe asked, surprised.

"Change the subject!"

Homura stared at the back of the blue-haired girl's head and couldn't hide her shock. Having Miki's loyal hair-trigger suspicion wielded for her benefit was bizarre.

Miki jabbed a finger toward the Incubator. "Maybe if you don't want to get clawed all to hell and back, you shouldn't sneak into girls' rooms to watch them sleep!" She took another challenging step forward and shook her finger for outraged emphasis. "Are you some kind of pervert?!"

Homura felt her face contort horribly as her throat made a garbled sound, choking back a hysterical laugh. Madoka gasped and took another step back as if she hadn't even looked at it that way before. Tomoe's jaw dropped and she looked appalled.

The Incubator's tail paused in its constant movement. It blinked in what appeared to be real surprise, but you could never tell with the thing. I am physically incapable of what humans would refer to as sexual perversion, it said. Madoka Kaname allowed a nonhuman being to accompany her in her bed. I do not understand why you are upset by my presence in her room.

"So you admit it!" Sayaka crowed, pumping a fist in front of her in triumph.

I am as incapable of perversion toward humans as your domesticated household p—

"The difference is your sentience," Homura interrupted dispassionately. "Regardless of your... proclivities—" she saw Tomoe's face twitch with dismay— "trespassing is generally frowned upon. As is stalking."

"St— stalking?" Madoka squeaked.

You deliberately misconstrue my intentions, the Incubator accused.

"Do I really?" Homura asked coolly.

You will characterize my words negatively to Madoka Kaname and Sayaka Miki no matter what I say, the Incubator said, its tail resuming its hypnotic movement. Further discussion on this topic appears pointless.

Everyone stared at each other silently. Stalemate.

Tomoe shifted uncomfortably, searched their faces, then glanced at the Incubator. "Was it really the cat, Kyubey?"

Akemi's, it answered. I tried to say as much. I apologize if I was unclear while incoherent. But I suspect Homura Akemi has trained it to attack me, as it was extremely vicious.

"First, that is speculation," Homura argued. "Second, I have done no such thing." She tilted her head to one side, considering. She decided to take a cautious gamble based on Yoruichi's intel. "A being such as yourself should be aware that cats are excellent at detecting the supernatural."

"Oh! That's what he said on Sunday!" Sayaka said brightly as she stepped to the side of the path and angled herself so she could see both Homura and Tomoe.

"Fight and flight are any animal's main options," Homura continued, "and my cat is particularly aggressive. I allow her to wander when I am at school instead of shutting her in my house because hunting during the day keeps her from getting... ah, combative with me and shredding my furniture out of frustration. It was a problem when she was a kitten." Homura hoped that sounded reasonable. Something like that had come up in the reading on cat ownership she had done when she assumed her new cover. She decided to take another small gamble. "Her closeness to me appears to have made her more sensitive to the supernatural, though I do not understand the magical mechanism. If there is one. It may just be frequent exposure making her more observant."

The doubt on Tomoe's face took on a worried cast. She looked over her shoulders and into the trees where the Incubator sat silently. "Kyubey..."

The Incubator faced her, expressionless. It is a plausible explanation. However, I find it suspiciously convenient.

"And I find it suspiciously convenient that your alleged incoherence gave Tomoe the impression that I attacked you directly," Homura parried.

"Yeah!" Sayaka practically cheered from the sidelines.

Again: Bizarre.

The Incubator didn't bother to argue back. An uncomfortable silence stretched between them all.

Tomoe finally pulled herself together and firmly said, "None of this explains why you are trying to discourage these girls from contracting."

Homura raised a brow. "You must at least be aware of the physical dangers involved. Among other considerations, I believe this aspect is extremely understated when Kyubey proposes its contract."

Frowning and putting her hands on her hips, Tomoe accepted part of the argument but pulled at the thread of vagueness. "Among what other considerations?"

Homura stared at her expressionlessly and debated her response. She could feel Madoka's worried gaze at her back. Sayaka was looking to her face for some kind of cue. Homura settled on, "I doubt you would believe me. Kaname and Miki asked you certain questions the other day, did they not?"

Tomoe's face twitched in a way Homura couldn't quite put a name to. Nothing positive, but not quite sour. "They did."

"Then I suggest you give those questions serious thought before you ask me more."

"You put them up to asking those questions."

"You could say that," Homura agreed with a small shrug.

The blonde frowned deeply and stared for several seconds. She switched tacks. "How does their not contracting work to your advantage?" Gold eyes darted over Homura's shoulder to Madoka and back again. "Kaname in particular has a great deal of potential. She would be a powerful magical girl. Anyone with magic can feel it," she said, prompting Madoka to squeak in surprise. Tomoe arched a brow. "Oh? Haven't you told her?"

"No, I have not," Homura agreed easily. "Her magical potential is irrelevant in the face of the risks involved."

"I disagree," Tomoe said tartly. "The decision is hers, of course, but her power makes her risk of defeat far smaller than for many magical girls." She paused and considered Homura with narrowed eyes. "She could rival your power. Possibly both of us. She could become your rival, period. Does that bother you? That's the attitude of a child."

"The prospect of her being more powerful than me does not bother me at all," Homura replied, casually running a hand through her hair and flipping it over her shoulder. "If she should contract, I have utmost faith that she would never seek to contend with other magical girls. Her heart is too kind and friendly." She heard a small meep behind her, but ignored it to glance at Sayaka. The blue-haired girl looked like she was hanging on her every word. "Similar with Miki, by the way," Homura tossed out as she looked back at Mami. She saw Sayaka perk up in her peripheral vision. "She is too honest and forthright. Contending with peers of her own volition would conflict with her morality. If either contracted, I would expect them to form alliances instead of rivalries. I am confident they would only combat other magical girls in self-defense. Therefore, I have no need to view either of them as a threat."

Sayaka had no awareness of her own nebulous magic, but Homura and Tomoe could feel it quivering with pride. Tomoe's mouth twisted into disapproval for a moment. She had noticed the ploy. Interestingly, she chose not to call it out.

"There are other ways they could rival you even unintentionally," Tomoe objected. "They would compete for limited resources."

"Wait, what?" Sayaka asked.

Tomoe's face eased as she turned to Sayaka. "There is a limited supply of Grief Seeds in any given area," she explained. "Magical girls need them to replenish their magic. The more magical girls in an area, the higher the chance of the supply of Grief Seeds being too thin. That limits the recovery and fighting power of the magical girls competing for Grief Seeds." Her face hardened again as she turned back to Homura, but continued to speak to Sayaka. "Stopping you from contracting means there's more for her."

"What's wrong with that?" asked Madoka. Everyone turned to her in surprise. Uncertain pink eyes darted from face to face during a long silence. "Why— why is it bad?" she asked as she hugged Yoruichi closer.

Yoruichi, for her part, was still relentlessly glaring at the Incubator with the eyes of a predator. Deliberately not reacting to the conversation or all the eyes turned her way as a non-sentient animal would in the presence of prey.

"It's like hoarding," Tomoe finally said, looking baffled. "It's selfish."

Madoka fidgeted in place. "But... she— magical girls— you all really really need Grief Seeds, right? So you can—" she swiftly glanced at Homura and away again, seeming to remind herself of what she was supposed to avoid saying— "you can keep your magic strong enough to keep fighting and stay... safe. Like you said. Right?"

Tomoe uncertainly said, "Yes..."

"Then— then, keeping Homura safe is more important to me. Um, and you too, Mami," Madoka said more strongly as she straightened. "I can't think of anything to wish for that would be more important than that. Contracting when I know I would put Homura and other magical girls in danger by using up the things you need... that would be selfish of me. I think. Um."

Homura and Tomoe stared at her, dumbfounded, as Sayaka snapped back to certainty with a loud, "Yeah! What Madoka said!" Madoka blushed brightly and looked shy. Turning to Tomoe, Sayaka continued, "It's totally reasonable! It protects her and us!" She firmly planted her hands on her hips in a challenging pose and demanded, "What's your problem with that?"

Tomoe just stared, mouth working speechlessly.

Homura felt like she had been shunted to a parallel universe. Or that Sayaka had been replaced by someone from a parallel universe.

After a long silence, Homura cleared her throat and diplomatically said, "I believe you have a great deal to think about, Miss Tomoe. Perhaps we should pause this conversation for now and resume it in a few days' time. If you are willing, of course."

Surprised, Tomoe asked, "You... want to talk to me more?"

"Of course," Homura replied easily. "Provided we can keep it peaceful, that is." She tilted her head and allowed her face to soften a bit. "As I told Kaname and Miki, I know you by reputation. I have heard that you mentor new magical girls and avoid contending with them. That you have a code of ethics you hold yourself to despite great personal risk. I think you would be less likely to attack someone who... I do not wish to say opposes, as I do not wish to be in opposition with you. Perhaps... someone who challenges your world view." She dipped her head forward and looked up at Tomoe through her bangs. "I am under the impression that you would never attack a fellow magical girl unless attacked first. Or would you attack me over words and ideas alone?"

Her words very obviously caught Tomoe off-balance. The gamble worked. Maybe Yoruichi was right about her usual directness being off-putting.

"Of course I wouldn't!" Tomoe answered after a moment of scrambling for a response.

Homura straightened and raised her eyebrows. More pleasantly, she said, "Then perhaps we may yet be able to work together."

"W-what?"

After a thoughtful pause, Homura carefully said, "Being a magical girl can be... a lonely business. I am the only survivor of my original team. I... miss it. It would be... nice... to be able to trust someone to have my back again. But I have also had other girls take advantage of that trust. I... apologize if I am distant and suspicious. I hope you can understand how the... politics, I suppose, of magical girls would make me exceedingly cautious."

Tomoe floundered, mouth opening and closing as her face cycled through many expressions. She was obviously torn between her original perception of Homura and the diplomatic offer of alliance, if not friendship. Homura thought she had managed to angle her words at Tomoe's emotional weak points. She deemed it a tentative success, if only for the moment.

Her mind screeched to a halt when she noticed how deeply manipulative the ploy was. The realization made her sick for a moment. Was she becoming as manipulative as the thing she hated for being manipulative?

Homura glanced toward the Incubator and found it staring at her expressionlessly, tail unusually still. It had probably understood her ploy. She hoped it was as frustrated with her games as she was by its games.

Games, she thought darkly.

"I know—," Sayaka blurted out. She stopped and took a deep breath when everyone looked at her. "I know being a magical girl isn't, like, sunshine and rainbows. I guess. But if you two could work together... wouldn't that be awesome?!"

"And we— we can help!" Madoka chirped.

Homura whipped her head around to give her an outraged look. She promised she wouldn't contract!

Immediately interpreting the look correctly, Madoka waved one hand in panicked denial. "I don't mean by contracting— ah!" She juggled her grip as Yoruichi tried to scrabble out of the girl's newly one-handed hold, intent on the Incubator. The cat snarled as Madoka secured her. "I mean— like, like with Homura— we can call you if we find a labyrinth, or we can wait for you when you go... um, hunting? And maybe you can come to our houses for dinner sometimes." She lowered her head shyly. "It... it seems to make Homura happier, anyway. So... Oh! Or you can... you can talk to us when fighting makes you sad, or... you know... um."

"Yeah! We can be your normal sidekicks!" Sayaka cheered, causing Homura to whip back around to her. Sayaka ignored her face and stubbornly plowed on. "Since we're already in on the secret, you don't have to keep secrets from us! We can be like... like... ummmmm." She gestured wildly as she grasped for an example. "Like that arcade guy in Sailor Moon! You know— the guy who finds out the magical girls have a secret base under his arcade and he's totally cool with it? That guy! We can be like him! Only better!"

As Tomoe's expression shifted more toward optimism, Homura couldn't decide if she wanted to thank Sayaka or strangle her. She was doing so much better this time around, but that underlying fantasy was proving to be hell to get rid of.

"I'll— I'll— think... about that," Tomoe stammered.

Homura nodded politely. "I look forward to our next meeting." She glared past Tomoe at the Incubator. "You, however, would do well to avoid us. Kaname and Miki are under my protection. I have no love for you. And my cat will likely attack you on sight. Consider this your warning."

The Incubator made no reply.

Looking back to Tomoe, Homura said, "You know how to find me. I just ask that you do not surprise me from behind. I may attack on reflex. I have learned the hard way to beware ambushes. You understand."

Tomoe looked troubled. "I... understand."

"Good afternoon, then, Miss Tomoe. I will see you soon," Homura said with a slight bow. She glanced at the other girls. "Madoka, Sayaka, would you like to come to my house? My friend in Tokyo sent me even more cookies. I cannot eat them all myself and it would be a waste for them to go stale. I will help you with the math homework."

"Score!" Sayaka shouted, pumping a fist and hurrying to retrieve her book bag.

Homura picked up Madoka's bag so the girl could keep Yoruichi restrained. As they walked past Tomoe, Madoka paused and said, "It was nice seeing you again, Mami. Please... please stay safe, okay?"

Homura made a point of leaving her back open to Tomoe as they left even though she felt a paranoid itch between her shoulders. She glanced back as they turned a corner. The blonde looked beyond confused.

And the Incubator had disappeared from its bough, leaving Tomoe alone again.

§ x § x §

§ x § x §

§ x § x §

A/N: I am finding that writing Mami breaks my damn heart.

Sayaka is still hard to write, but I think I finally have a feel for her. I was worried that I had botched her and made her too much like her Rebellion self. She seemed to be fairly reasonable and introspective BEFORE she contracted. Kinda impressively so at moments, considering the rooftop conversation about wishes in episode two.