Mami's nightmares were full of dark forms, dripping teeth and innocent-looking candy-like structures. She was alone, and would always be alone. She had no Soul Gem here, and she was in her school uniform. Something that looked similar to Kyubey was by her side, but it said nothing.

She fumbled around in this chaotic landscape. Whispers that almost made sense taunted her ears. She was helpless, without power. To make things worse, her dream self stepped into something wet and messy. Mami dared to take a look and immediately regretted it.

She had just trod on her own ravaged, decapitated corpse. Nearby were two other corpses that might have been Madoka and Sayaka.

The scene changed to a familiar one. She was younger, hurt, and pinned under the wreckage of the family car. This time, however, Kyubey had not appeared.

The broken bodies of her parents moved from their seats. They jerked around awkwardly, bones cracking the entire way. Sliding out of the shattered car windows, their features were mostly obscured in shadow.

"Mami," her father rasped. "You selfish little girl!"

"You didn't save us!" her mother gurgled. She pointed a broken finger at her.

"You're a soulless thing now," her father said.

"Wake up," a voice whispered from somewhere.

"I'm trying!" Mami shouted. "I can't—"

She opened her eyes bolted upright in her bed. In the darkness, she grabbed the first thing that she could reach and squeezed hard.

Homura coughed. She hadn't expected that reaction. Instinctively, she hugged Mami back for a few seconds. For a few moments, she could allow this foolish, fragile girl to be her friend.

"Too tight," Homura grunted. Then she gently, but firmly disengaged herself.

"Miss Akemi?" Mami croaked in the darkness. "What are you doing here?"

The dark-haired girl tried to make herself just a bit more presentable. Then she realized that it was useless, given the dim light.

"I came to make you an offer," Homura said quietly. "And please, keep it down. I don't want to wake up Madoka."

Mami nodded, her long blonde hair plastered with sweat. She decided that Homura probably didn't mean her any harm. The strange girl could have killed her in her sleep.

"Mentally, you're in no shape to hunt Witches," Homura declared. "You just had a nightmare," she observed.

"I almost died," Mami replied. "That's going to happen."

Homura nodded. "Then stop hunting Witches for a while. Minimize any activity that involves your Soul Gem."

"Then how do I—?"

"I will share my Grief Seeds with you. You shouldn't need many if you heed my advice."

Mami fingered the blankets nervously. "Why are you doing this?"

"I have my reasons," Homura said vaguely. "In return, I ask that you protect Madoka with everything you have. Do not encourage her to become a Magical Girl."

"But there are too many Witches—"

"I'll take care of them," Homura said simply. It was a tone that implied an undeniable fact.

Mami tilted her head slightly. "How strong are you? One Magical Girl can't go up against an entire town full of Witches."

"I'm not the strongest," Homura admitted, "but it's enough. Protect Madoka however you can—even with your life."

Mami shivered slightly as the afternoon's events replayed themselves in her head. This odd girl was absolutely correct—again. She had the feeling that Homura was being as truthful as possible.

"I will," the blonde said finally. "I'll steer her and Sayaka away from any areas that have Witches or familiars. Then I'll contact you."

"Good," Homura said with a nod. She turned to leave.

"I never thanked you for saving me, did I?" Mami asked.

"We're Magical Girls. We don't get thanks," Homura replied. She hadn't turned around.

"Well…thank you," Mami said earnestly.

"Thank me after all this is over." Homura didn't dare turn around and show her face. Mami would have certainly asked why she was trying not to cry.

"After what's all over?" Mami asked. Homura, however, had leapt out of the window into the night.

With a sigh, she burrowed underneath the covers. She fell asleep quickly, and her dreams were considerably quieter. A recurring theme seemed to be Homura's shield warding off attacks. It was comforting to know that she wasn't by herself.

Sayaka sat by herself at lunchtime. Normally, she would have been with Madoka and Hitomi, but the morning's events had left a bad taste in her mouth. She wanted to be alone for a bit.

The news had spread quickly through the school. Her childhood friend, Kyousuke, had miraculously recovered the use of his hands. He had been greeted by a throng of well-wishers.

Sayaka didn't hear about it from him. He didn't call her about the news. Instead, he called Hitomi first thing in the morning. When he arrived at school, he gave Sayaka a friendly wave before he was swept away by the crowd.

I guess that shows where I stand, she thought darkly. He probably wouldn't have appreciated anything I did for him.

She was a bit surprised when Donna sat on the bench next to her. Wordlessly, she opened her lunchbox and took out a sandwich.

"Miss Noble?" Sayaka asked. "What are you doing here?"

"Eating lunch," Donna said between bites. "I didn't feel like eating in the office."

"Oh." Sayaka turned to her lunch and picked listlessly through it. She was silent for a few minutes. "This isn't how I thought it'd turn out."

"Hm?" Donna wiped her mouth with a napkin. "Sorry, how what would turn out?"

"I should be happy that Kyousuke is back and that he can play the violin again, right?"

Donna shrugged. "Most people would be, I think. I mean, it's not like you're going to tie him to a bed like that crazy lady in `Misery.'"

Sayaka tilted her head to the side. "What are you talking about?"

The redhead frowned. "Right, you probably haven't seen that movie. Well, most people would be happy to see a friend on the mend."

"Yeah, I thought so, too. So, why do I feel so miserable?"

Donna tapped her chin thoughtfully. "He's a very popular sort, isn't he?"

"He's a violin prodigy," Sayaka replied. "He's famous and everything. Of course he's popular. We've known each other since we were kids."

Donna nodded. "So, how long have you fancied him?"

Sayaka twitched. "WHAT?!" she screeched.

The older woman shrugged. "How long have you fancied him?" she repeated calmly. "Is it because he's a childhood friend?"

Sayaka started trembling. "That's none of your business," she said harshly.

"I suppose not," Donna agreed. "But you're obviously not talking to your friends about it."

Sayaka started packing up her half-eaten lunch. She was in no mood to talk to a nosey old lady.

"What do you know about it?" she fired back. The fact that she didn't stomp back to school was some indication that Donna had been spot on.

"I was almost married once," Donna told her.

"Poor guy," Sayaka said sourly.

"Oi, watch it!" Donna exclaimed. "Do you want to hear this, or do you want to just sulk until you explode?"

Sayaka was about to leave, but there was some note of sincerity that had pierced her defenses. With a sigh, she turned back and sat down.

"Sorry," she muttered.

Donna nodded. "Lance was handsome, charming, funny, and very generous. I was only a temp and he brought me coffee on the first day. I mean, regular employees never did that for temps. So, he made me feel special."

"So, what happened?"

He turned out to be a totally manipulative jerk who had been irradiating me for months. He was also about to sacrifice me to an alien spider queen and her children. Oh, and did I mention that the only reason he agreed to marry me was to shut me up?

That was what Donna did not say. Even though she lived through it, even she had some difficulty believing.

"He died in an accident, a fall," she said finally. It had the benefit of being true enough. Lance had no intention of falling into the center of the Earth, but the Racnoss queen had had other ideas.

"Sorry to hear that," Sayaka said. She seemed genuinely contrite.

Donna shook her head. "It was a while ago. The thing is, before he died, he showed me some sides that I didn't particularly care for. He could be scheming, conniving, condescending, and-well, it turned out that he didn't fancy me as much as I did him." She sighed. "It doesn't hurt as much now, but back then? I didn't deal with it well."

"How do you make it stop hurting?" There was a plaintive tone in Sayaka's voice.

"Well, you're too young to go drinking-and, quite frankly, Lance wasn't worth getting drunk over. You could down an entire pint of ice cream and make yourself sick," she suggested. "I've done that once or twice. I made Gramps worried and Mom just nagged me."

"That doesn't help," Sayaka said archly.

"No, neither of those things did," Donna agreed. "It may not feel like it now, but things do get better over time."

"Hitomi wants him," Sayaka blurted out. Then she looked away. "She was the first person he called."

"Well, good for Hitomi," Donna said sarcastically. "Is she one of those little perfect princesses?"

"It seems like that sometimes," she admitted. "Not only is her family rich, but she takes lessons for piano, traditional Japanese dance, and tea ceremony."

"Oh no, she's not being shaped at all by her parents. Of course not. She's obviously doing this to rebel against her family by following their every whim to the letter." Donna's sarcasm had not diminished one bit.

Sayaka stifled a chuckle. "Hey, she's my friend!"

"And she'll still be your friend," Donna said. "Personally, I'd let those two `perfect people' have each other. Do you know what they say about the swan?"


"The swan looks calm and serene on the top of the water. Underneath the waterline, it's thrashing like crazy just to keep afloat."

Once again, Sayaka stifled a chuckle. She had seen both Kyousuke and Hitomi in their dark moments. They, however, had not seen each other's faults. Kyousuke could be entirely too sensitive and moody at times, and his dedication to music could be problematic. Hitomi, though she was on good terms with her parents, was under enormous pressure.

"So, what do I do?"

Donna shrugged. "Tell him how you feel and then move on. It's a lot better than just keeping it a secret for their benefit."

"That simple?" Sayaka asked. "Just do that, and everything will be okay?"

"Eventually," Donna said. "I do have a question for you, though."


"What would you sacrifice to make him happy?"

Sayake looked thoughtful. "Before today, I probably would have sacrificed anything. Now, I'm not so sure."

"Your happiness is important, too," Donna pointed out.

"I guess so," Sayaka agreed. Then her musings were interrupted by the murmur of her students heading back to class. "Thanks, Miss Noble."

"You're welcome," Donna said pleasantly. She watched Sayaka head back to the school. With a sigh, she got up and prepared to toss away the half-eaten sandwich.

"HEY!" a voice called from the bushes. "You're not gonna toss that out, are you?!"

Donna blinked as a girl tromped out of the bushes towards her. Her long red hair was done up in a high ponytail, bouncing with each step. Donna noted that the hooded sweat jacket and jean shorts that the girl wore weren't quite enough for early spring weather.

"I'm sorry, did you want this?" She offered the sandwich half to the new arrival.

The young redhead snatched it and wolfed it down. She was grumbling the entire time.

"Can't believe you were just gonna toss this out," she said between bites. "Didn't anybody tell you not to waste food?"

Donna clamped down any indignation she might have felt. Judging by Homura's description, the girl in front of her was none other than Kyouko Sakura. The young girl's wish had gone horribly wrong, and Donna had cried when Homura told her.

"You really were hungry, weren't you?" she asked.

"A little," Kyouko admitted. Then her gaze turned wary. "What?"

Donna said nothing. She went to the bench, sat down, and packed away her lunch.

"I'll be here tomorrow, if you happen to be in the neighborhood," she announced.

Kyouko snorted in a most unladylike manner. "Yeah, right."

"There's only one way to find out." She smiled as if she were talking to a co-conspirator.

Kyouko snorted again and was about to dash off. "Thanks for the grub," she muttered before she left, her ponytail flying behind her.

What a weird lady, Kyouko thought to herself. She didn't ask me my name or anything.

There was something in her tone that got her curious. She had the feeling that if she stopped by, the old lady might actually be there. Of course, she'd been disappointed before.

Still, it couldn't hurt to stop by, she decided. The old lady would probably just keep on wasting good food.

Kyouko considered herself a realist, her idealism burnt out when her family died. She'd been surviving on the street, going where she wanted, stealing food when she could.

Everybody had an agenda, she had discovered. Everybody had hidden motives. Even Mami in her most generous moods wanted someone to stay with her. You were either the user or the used.

For a brief moment, she felt a sharp pang of—something. It wasn't hunger, nor anything physically painful. She was doing just fine on her own, thank you very much.

Despite herself, she looked back. Donna caught her eye and smiled.

Kyouko turned away and dashed off. Grief Seeds wouldn't appear right before her. There was hunting to do. It wasn't as if she was scared of Donna.

Madoka had experienced many different kinds of fear in the last few days. Right now, she was afraid for Hitomi.

Just that morning, she had been happy that Kamijou had been released from the hospital. Granted, Hitomi did seem a bit concerned that Sayaka didn't have lunch with them, but it certainly couldn't have made her depressed. Hitomi always seemed full of quiet strength.

On the way home, however, it was evident that Hitomi wasn't herself. She had this oddly fake smile on her face, and she had called Madoka by her last name. It became clear that something was very wrong with Hitomi, and Madoka followed her to a warehouse. There, several people prepared themselves for a journey to a promised land.

Madoka could see the wispy black ropes that came from everyone there. They all had the same vacant smile as they awaited something.

She gasped as the bottles of cleansers were brought out. Her mother had told her that certain chemicals could cause poison gas, killing everyone in the house. The warehouse owner had been intent on doing that to everyone present. Solemnly, he set down a bucket, berating his failures the entire time.

Desperate, Madoka snatched the bucket and dashed off. With all her strength, she threw the bucket at a window.

It bounced off, leaving only a crack. It certainly wasn't enough to provide emergency ventilation. Then Hitomi had punched her in the gut. She fell to her knees, knowing that she had failed to save Hitomi and the others.

To her surprise, the crack started spreading. It became a spider web that filled the entire window. Within seconds, the glass shattered into tiny pebbles. For a brief moment, she thought that she heard a faint buzzing sound. When the window had shattered, however, the sound was gone.

Then the others approached, those who had been intent on blissful suicide. They did not look happy that their intended method of reaching paradise had been thwarted.

The worst part was seeing Hitomi's face, twisted with rage. Even though Madoka knew that her friend was not herself, she would never be able to look at Hitomi the same way. This was assuming that she would survive.

Then Homura was there. She simply seemed to appear out of thin air. The long-haired girl stood between Madoka and the crowd.

"Stay there," Homura said quietly.

Before Madoka could respond, Homura seemed to vanish again. Almost as one, the crowd stopped in their tracks and collapsed. A moment later, Homura reappeared, looking mildly winded. She tucked something into that impossible shield of hers.

The dark-haired girl had taken no pleasure in using a taser against the crowd. It was harsh, but undeniably effective. She only hoped that there wouldn't be many side effects.

"Hitomi!" Madoka exclaimed. She forced herself up, ignoring the pain in her gut. She made herself unsteadily to Hitomi and knelt down. As she took Hitomi's hand, she seemed on the verge of tears.

"They're just stunned; they'll be fine," Homura said. She tried to be as reassuring as possible. "Are you all right?"

It was painful to see Madoka like this. She wanted to give her a hug and tell her that everything would be fine. It would be a lie, but it would have been what she needed.

"I'm…" Madoka sniffled. "I'm okay, I guess."

"Good." Homura gently put a hand on Madoka's shoulder. "The Witch is still around. Stay close to me."

The world distorted as the Witch made itself known. Homura stepped in front of Madoka and pulled out a submachine gun from her shield.

Then the Witch's head exploded, followed by its chest (if such a term could be used) being run through. There was a flash of dark red as the Witch was then bisected.

Homura frowned. This didn't happen in any of the previous timelines.

The new arrival's red hair was long, somewhat ragged, and tied up in a high ponytail. Her Magical Girl outfit was mostly dark red, sleeveless, but with a few hints of white ruffles. A red Soul Gem was affixed to her chest, just above her heart. Instead of being reassuring, there was an edgy, arrogant aura about her. Her weapon, a spear, rested easily against her shoulder.

"Kyouko Sakura," the brunette said neutrally.

The redheaded girl flashed a grin. "So, you've heard of me, have ya? I thought that poor old Mami was taking care of this territory."

"She is not alone," Homura pointed out.

Kyouko made a thoughtful noise. Then she craned her neck to see Madoka cowering behind Homura.

"Don't tell me you're one of the potentials?" The disbelief in Kyouko's voice was evident. "Sure, you might be able to see Witches and familiars, but you don't have the guts to face them!"

The redhead paused in her assessment as she heard footsteps. Mami and Sayaka were running to the scene. Mami had already transformed into her Magical Girl outfit, but Sayaka was only armed with a baseball bat.

"Kyouko?" Mami seemed hesitant, unsure of what to say.

The redhead paused and sneered. "Well, if it isn't poor old Mami," she said sarcastically. "Last I heard, you almost checked out."

"What are you doing here?" the blonde asked.

Kyouko snorted. "Ain't it obvious? You can't hack it anymore; that's how you almost got yourself killed. So, I figured that I'd pick up the slack. The pickings over here are better anyway."

"She's another Magical Girl?" Sayaka asked. She did not, however, loosen her grip on her baseball bat. Granted, it was enchanted by Mami, but there was something dangerous about the redhead.

"So you're another potential," Kyouko said. "What did Mami tell you? Did she say it was going to be all fun and games where nobody gets hurt? Did she ever tell you that sometimes things get nasty?"

"Kyouko, I—" Mami began, but Kyouko wouldn't hear of it.

"Save it," the redhead said harshly. "You used me, just like everyone else does. There's nothing you can say to me."

"That isn't fair!" Sayaka exclaimed. "Mami's just trying her best!"

Kyouko took a step forward and got into Sayaka's face. Her weapon wasn't pointed at the blue-haired girl, but the redhead was no less intimidating. Sayaka's grip on her bat tightened.

"You want to talk fair, girlie?" Kyouko asked. "What's fair is that I'm taking that Grief Seed because I took out that Witch. It's the rule of survival. Mami may have filled your heads with junk about being beacons of hope or crap like that, but when it comes down to it, Magical Girls are just hunters. There ain't nothing noble about it. If you've got a problem with that, feel free to come get some." The redhead's grip on her weapon tightened slightly.

"Did Kyubey tell you about Mami?" Madoka was still cowering behind Homura.

"Indeed I did," Kyubey confirmed. Almost everyone started as a pair of red eyes shone in the darkness. Then, the familiar white form of the Incubator stepped out of the shadows. "It was the only sensible thing to do."

"Which means that old Mami, me and Miss Goth Wannabe over here are competing for limited resources," Kyouko declared. "Since you two aren't in on this, I've got no reason to do much to you. Get in my way, though, and I'll crush you."

Homura stepped forward. "The Grief Seed is yours," the dark-haired girl said with a frown. "Take it and go."

Kyouko smirked. "Well, maybe one of you actually has some brains." She knelt down and tapped the Grief Seed to her Soul Gem. The gem brightened to a deep red.

"Kyouko, I'm sorry," Mami blurted out.

The redhead glared at Mami. For the briefest of moments, there was a look of regret on Kyouko's face.

"Yeah," she said gruffly, "we're all sorry, ain't we? We Magical Girls are just a sorry bunch."

With that, Kyouko turned around and left. Once she was out of the warehouse, she jumped from building to building until she disappeared into night.

Sayaka heard someone moan. Looking down, she saw that it was Hitomi.

"What happened to her?" Sayaka exclaimed.

"Hitomi wasn't herself," Madoka said. The pink-haired girl was trying not to cringe. "She had a Witch's Kiss and she…" Madoka paused, not sure of what else to say. How could she tell Sayaka that Hitomi was about to commit suicide?

"We should get her out of here," the blue-haired girl said. Tucking her bat under her arm, she knelt down and prepared to lift Hitomi.

"That would make things complicated," Homura said quietly. "There would be questions that we can't answer. We should go."

"And leave her here?" Sayaka asked. "I don't think so." She jerked her head towards Madoka. "I need some help; she's heavier than she looks."

Madoka stepped out from behind Homura. She hesitated for a moment. Then she walked over to Sayaka to support Hitomi as they made their way outside.

Of course she would do that, Homura thought to herself. That's just the way she is.

"Kyouko…" Mami said almost to herself. Her head was bowed, as if in shame.

"Mami Tomoe," Homura said, her voice sharp.

Mami looked startled. There was a commanding tone in Homura's voice.

"Yes?" The blonde asked quietly.

"I thought we agreed that you should minimize your hunting," Homura said sternly. "You are in no condition to face Witches."

"You also told me to protect Madoka with my life," Mami pointed out.

Homura sighed, perhaps in resignation. She'd forgotten about that part. "And so you have," she agreed. "However, you must not allow yourself to fall to despair in doing so."

Mami blinked. "Why? Why is that important?"

The long-haired brunette frowned. "You cannot fight Witches effectively if you have not resolved your emotional burdens. It's a matter of survival," she reminded Mami.

"I KNOW THAT!" Mami exclaimed. "Don't you think I know these things?"

Homura approached the blonde. Mami was understandably disconcerted. The brunette was a mystery.

"You may know it here," Homura said while pointing to Mami's head, "but you may not feel it here." This time, she pointed to Mami's chest.

"What do you know?" Mami asked defensively. "How long have you been a Magical Girl?"

"Does it matter?" Homura countered. "You know I'm right."

The blonde hesitated. One of the most unnerving things was that Homura was usually right. It was that practiced ease that got to her, even though the brunette eyed her almost dismissively.

"That's interesting," Kyubey observed. "Homura is undoubtedly a Magical Girl, yet I have no recollection of making a contract with her."

"I'm right here," Homura said with gritted teeth.

The Incubator tilted its head. "Was that something to cause you to take offense? Sometimes your Human customs baffle me."

The brunette said nothing. This was a ploy by Kyubey to get her to reveal some information. The more mysterious she remained, the longer she could make preparations without its interference.

"I'm sure they do," she said frostily. Then her tone softened somewhat as she turned her attention to Mami. "Go home with Madoka. She's invited you, you know."

"Where will you be?" Kyubey asked.

Homura ignored the Incubator. Instead, she turned on her heel and gave her hair an almost careless flip to the side. A few moments later, she'd disappeared into the night.

It wasn't easy talking to Hitomi when she finally woke up. Between the three of them, they'd managed to take her out of the warehouse and on the familiar road to her house. Mami had transformed back into her school uniform in the meantime and waited a respectful distance away.

"So you're telling me that I had some sort of hallucination?" Hitomi asked. She sounded a lot more like herself, albeit understandably baffled. "I wasn't in a warehouse?"

"No," Sayaka lied, mainly because Madoka wasn't good at it. "You met up with Madoka and just collapsed. Miss Tomoe helped us carry you here until you could wake up."

"It felt so real," Hitomi remarked. Almost absent-mindedly, she rubbed the knuckles on one hand. Her expression went pale as she remembered why her hand hurt vaguely. "Madoka, did I-?"

"Did you what?" the pink-haired girl asked.

"Did I…hurt you in any way?" Hitomi asked hesitantly.

"Wow, that must have been some dream," Sayaka interjected quickly. "You'd never hurt Madoka!"

Hitomi turned this over in her mind. The images that she remembered were so surreal. It was totally out of character for her to do those things.

"Of course," Hitomi finally said. "Thank you both for helping me out back there. I really don't deserve such friends." She punctuated that with a deep bow.

Sayaka laughed nervously. "Right. Just get home safely."

"You'll feel better after a good night's rest," Madoka suggested, perhaps a little too readily.

Hitomi smiled and walked off. When she was out of sight, Madoka and Sayaka stopped holding their breath.

"Madoka?" Mami asked tentatively. She'd been quietly examining her Soul Gem the entire time.

"What is it?"

Mami looked up. Madoka and Sayaka noted that the gem was a bit dull, but not terribly dirty. Judging by Homura's statements a while back, there was more to the color than just indicating magical power. Whatever it was, Kyubey artfully danced around the subject.

"May I stay with your family again tonight?" Mami's voice quavered slightly.

Madoka smiled. "Of course you can," she replied. She then turned her attention to Sayaka. "Do you want to come along too?"

Sayaka weighed her options before she shook her head. "Nah, I'd better get myself home. My parents are probably worried sick about me." She turned her attention to Mami. "Tomorrow, I'd like to know everything about Kyouko."

Mami nodded. "Try not to judge her too harshly. You two are lucky. You have your families. Kyouko and I…don't. I'll tell you what I know."

Whaddya know, Kyouko mused from the bushes. She actually showed up.

Donna sat patiently on the bench. She had a thermos of something and what looked like a couple of sandwiches. She hoped that Kyouko didn't just ditch her out of spite.

A rustle in the bushes got her attention. Kyouko dusted off the leaves and ignored the small scratches on her legs. Donna pretended not to notice them, nor did she comment on the leaves still in the girl's hair.

"Yo," Kyouko greeted her. "I'm surprised you actually made it."

Donna shrugged. "That's how I am. I wasn't sure what you liked, so I got a BLT and a grilled cheese sandwich."

Kyouko pointed to the thermos. "What's in that mug thing?"

"Tomato soup," Donna replied. "It's comfort food. Besides, there's still a bit of chill in the air."

"`Comfort food,' huh?" the girl muttered. She paused as Donna unwrapped the sandwiches. "You take the first bite," she told Donna.

Donna arched an eyebrow. Then she took a bite out of the grilled cheese sandwich, chewed it and then swallowed. She didn't comment on Kyouko's paranoia. Given how long she'd been on the streets, it was probably quite justified.

Satisfied that the sandwich wasn't poisoned, Kyouko took the sandwich. After Donna took the first sip, the teenager took a generous cup of soup as well.

They ate in oddly comfortable silence. Donna didn't ask any questions. It was rather relaxing, actually. Kyouko didn't feel smothered like when she was with Mami.

"You gonna finish the rest of that sandwich?" Kyouko asked Donna.

The older woman smiled and handed it over. Kyouko wolfed it down, unsurprisingly. That accomplished, she hopped off the bench and prepared to leave. The teenager hesitated for a moment.

"Thanks," she said curtly.

"You're welcome," Donna replied. "I'll be here tomorrow if you want to stop by."

"I dunno," Kyouko began, "I keep a pretty busy schedule. I might find the time to keep you from wasting good food, though."

She hesitated another moment. She'd been living on the streets for a while, long enough to be cautious. The night was full of things other than Witches and Familiars. She couldn't trust anybody. Still this situation demanded some semblance of politeness. Besides, a free meal wasn't anything to sneeze at.

"I'm Kyouko," she finally said, not even looking at Donna. "You got a name?"

"Donna," she said as she tossed away the sandwich wrappers. "Nice to meet you, Kyouko."

"Yeah," the teen said roughly. "See you tomorrow?"

"I'll be here."

Kyouko dashed off with a rustle of leaves. Silently, she wondered why she gave the old lady even that much leeway.

"You look rather pleased with yourself," the Doctor commented. It was the end of another day, an otherwise unremarkable one if you didn't know what they did behind the scenes.

"Oh, I was just reminded that there are some things I can do that you can't," Donna said breezily. "No offense, but I can't see you opening up to teenagers."

For a brief moment, the Doctor had a distant look in his eyes. Donna never asked much about his other companions. Given that he'd lived for centuries, it was inevitable that companions would enter and exit his life.

"I've had some experience with teenagers," he said finally. "Not so much teenage girls, but I once knew this brilliant young man. He was a math genius and he reminded me a bit of myself." He shook himself out of his recollection. "Well, I think that you'd get along better with the girls than I would. Then again, Ace was in a class all by herself. Not many teenage girls are explosives experts."

"Explosives?!" Donna gaped at him.

He waved it off. "It was her way of coping. Besides, Nitro-9 came in handy quite a few times."

"Thankfully, I don't have to worry about that. I've just been having lunch with Kyouko for the last few days," she told him. "She's a bit rough around the edges and selfish, but I know she still has a heart."

"Funny," the Doctor began, "I thought the same about you when we first met."

Donna frowned. "Oi, watch it!"

The Doctor smiled. That calmed her down slightly. She had to admit that she wasn't a nice person back then. Traveling with him, however, broadened her mind. Oh, the fire was still there, but the pettiness had diminished. When the situation called for it, she still had quite a temper.

"Sorry," he said quietly. "You know, it occurs to me that we've been so busy with our project, we haven't had much time to explore."

"Eh," Donna shrugged, "You've got your project and it's important. I, for one, would like to get some shopping done. I mean, it's not like we're lacking for space. Besides, a little variety might be good for You Know Who, clothes-wise."

"Good point," he acknowledged. "Just try not to go overboard, all right?"

Donna grinned. "So, how much is 3 million yen in quid? I never thought I'd have to convert those two."

"I'd say roughly about 17000 quid. Don't spend it all in one place."

The local shopping center had a pretty good crowd. It was just your everyday mall with the usual variety of people wandering about. It was hard to believe that things such as Familiars or Witches coexisted with such normal surroundings.

Before she could embark upon her shopping adventure, she saw an older man running frantically towards her. The reason became clear as she saw Kyouko sprinting away with a paper bag. Judging by what spilled out, it was full of apples.

"STOP, you little THIEF!" he shouted. "THIEF!"

Kyouko's eyes widened as she saw Donna in her path. Weighed down as she was, she was losing ground. It was most likely that she was going to crash into the older woman, spilling the apples in the process.

What the HELL is SHE doing here, Kyouko wondered.

That thought lasted until Donna grabbed her firmly by one shoulder. They collided and apples spilled out everywhere. Kyouko righted herself and fixed Donna with a glare fit to kill.


Donna didn't give her the chance to continue. She drew herself up and frowned. It was time to unleash the Noble Temper.

"Kyouko, how many times have I told you to CALL me if you're short on money?!"

The teenager blinked. This wasn't what she expected.


"I'll bet that you've forgotten your purse again, haven't you?" Donna demanded, in full rant mode. "Look at this!" She gestured to the apples scattered on the ground. "I could have spared you all this AND lent you a hand with the groceries! Now after we talk to this nice man, we are going STRAIGHTAWAY home, no questions asked!"

"What the-" Kyouko began, but stopped as Donna presented a sunny smile to the grocery worker who caught up with them. He'd been led on a merry chase and he was most assuredly not happy.

"Thanks for catching this little thief," the worker said. "I've been trying to catch her for a while."

"I'm terribly sorry about any trouble my niece may have given you," Donna said politely. She dug out a 10000 yen note and handed it to the worker. "This should help pay for what she's taken. She's a good soul, but you know how kids are at times."

"Hey!" Kyouko interjected.

"That little girl's a menace!" the worker declared. However, this didn't stop him from pocketing the bill. "By all rights I should call the cops on her."

Donna peeled off a second 10000 yen note and handed it to the worker. He hesitated before taking it.

"I assure you, we WILL talk about this. We don't need the police involved in this," Donna insisted smoothly.

For a long moment, the worker said nothing. Then, he sighed and turned to leave.

"Keep a tight leash on her," the worker said as he left. "If I see her in my store without you around, I'm not going to let her off easy."

Donna deflated as the worker disappeared into the crowd. She then felt Kyouko struggling out of her grip. She let the girl go.

"Are you all right?" Donna asked.

"Yeah. No. I don't know!" Kyouko exclaimed. "What the hell just happened?"

"You were in trouble. I helped out. It's not that hard to figure out," Donna finished with a shrug.

"Life doesn't work that way!" Kyouko insisted.

Donna said nothing. Instead, she sighed and knelt down to salvage the apples that had spilled out. Quite a few of them hadn't survived the impact.

"I don't get you," Kyouko said quietly. The fact that she hadn't ditched the scene was telling. "Why are you doing this for me?"

Donna smiled. "Don't mind me. I'm just a barmy lady who had a change of view. Here." She handed the bag to Kyouko, who looked equal parts distraught and puzzled.


"Wacky. Crazy. Nonsensical," Donna explained. "It's a pretty common phrase where I come from."

"Where's that? You sound like you're talking normal Japanese. Okay, there's a weird accent, but I can understand what you're saying. I just don't get you."

Thank you, TARDIS translation circuits, she thought to herself. It made communicating so much easier when you didn't have to carry phrase books. "I'm from Chiswick. It's in England."

Kyouko tilted her head slightly. With a sigh, she grabbed an apple and prepared to take a bite out of it. Then a pang of something she suppressed everyday surged briefly to the surface.

She felt guilty. It wasn't something that she usually indulged in. After all, Kyouko was more than willing to let people die in order to have Grief Seeds be available. It wasn't personal; it was survival.

There was something different about Donna. She didn't make any demands. She gave Kyouko her space. She didn't criticize or even ask for anything. Hell, she just paid off a grocery worker to keep her out of trouble, and for what?!

Kyouko reluctantly offered Donna the apple. It was clear that the teenager was struggling inside.

"Want one?" she asked harshly. "You paid for it, after all."

"Thanks," Donna replied quietly as she accepted the apple. Heaven knows, you need it more than I do, she thought to herself. She took a bite and munched on it thoughtfully. "Maybe we could sit somewhere else?" she suggested between bites.

"Yeah, okay," Kyouko replied distractedly. They quickly found an unoccupied bench and sat down. "You gonna give me a lecture now?"

"No, I was about to get some dinner after finishing this up," Donna replied. "Honestly, I'm not much for lectures. I've always hated it when Mom gave them to me. I can't imagine they're much better for anyone else."

"Yeah," Kyouko agreed. "I've had enough of lectures and sermons." For a moment, Kyouko seemed much older than 14 years old. That was one unfortunate side effect of being a Magical Girl: You saw things that nobody else should, because that was part and parcel of the job. She flinched as Donna gently touched her wrist.

"You're hurting your hand," Donna told her.

Kyouko blinked. Then she realized that she'd been gripping her crucifix. Letting go, she opened her palm and saw a cross-shaped indentation, but no blood.

"It's nothing," Kyouko insisted.

Donna was silent as she finished her apple. She merely nodded in agreement.

"You ever think about the future?" Kyouko blurted out.

Donna shrugged. "Sometimes," she admitted. "I'd love to find a good man and settle down. Right now, though, I'd like to travel as much as I can before then. It's kind of like getting it all in while you can, you know?"

"Yeah," Kyouko said, again without much inflection. Putting the bag aside, she got up and stretched. "Donna?"


The teenager paused, not quite sure how to phrase what she had in mind. She wanted to sound a little more polite than her usual vocabulary. As galling as it was to admit, she owed the old lady.

"Maybe one day, if I told you to turn left instead of right, what would you do? I mean, if I said that just out of the blue, what would you do?"

Donna shrugged. "I'd turn left."

"I could be leading you into a trap, you know," Kyouko suggested. "You might be heading into a blind alley full of scumbags. Knowing that, would you still turn left?"

"Yeah, I would," Donna replied.

Kyouko looked away, ashamed. "You're an idiot," she declared, but without much heat in her words.

"I've been called worse. Besides, I don't think you're a bad person at heart."

"HA!" Kyouko barked out. "Shows what you know," she said acidly. "I've seen and done stuff that would turn your hair white. I just don't get why you're trying to be nice to me, of all people!"

"Well, maybe it's because you're a fellow redhead. You know what it's like, always carrying the temper around. I'm a master of `open mouth, insert foot,' you know. And I was a selfish, worthless little gossip that couldn't help but rant about everything."

"What happened?" Kyouko asked.

Donna smiled. "Someone actually listened. I got a different perspective on things. I'm not talking about one of those self-help gurus or a shrink. It's just nice to know that if you're shouting, someone can hear more than just the shout. Or maybe I'm getting too mushy," she amended.

Kyouko said nothing. Then she got up from the bench and picked up the bag of apples. She turned to leave, but stopped short.

"You gonna be there tomorrow?" she asked Donna without looking back.

"I'll be there," Donna promised.

There was another pause. It was filled with possibilities, some of them not good.

"Okay," Kyouko said finally. She tried to make it sound noncommittal. "I might as well stop by."

Without waiting for an answer, the redheaded teen left. She was munching apples furiously on the way, more out of frustration than actual hunger.

Donna looked at her apple thoughtfully. Discarding the core, got up and spared a sad smile in Kyouko's general direction.

Well, it's something, she thought to herself. Now to get some shopping done for the Doctor's project. I don't think he expected it to be such a nightmare.