Chapter 1: The City of Shadows

If only...

Mitakihara City.

Every story had a happy ending...

A place once full of warm, innocent memories. Now a cold, empty shell.

If everything always happened like they were supposed to...

If evil was but a figment of the imagination...

A town of fragile peace and happiness, ignorant of the darkness seeping underfoot.

And this was just a dream, waiting to be woken from...

A hollowed sanctuary, looming in the eeriness of nightfall.

And the ending always left you with a warm feeling in your heart...

A stillness hanging in the air, frozen and embellished in time for all eternity.

And when you closed the book...

You knew in your heart...

A shattered dream. The promise. The wish. The monster. The sacrifice. The cry. The flash of light. Then, nothing...

That love and courage always prevailed in the end...

A city that had once been home.

And the ones you cherished and loved the most...

A city they had to protect now, for the sake of the ones they had lost...

Were always right by your side...

Forever and ever...

Like a faint whispering in the evening air, the drizzle began to fall.

Clouds rolled across the skies like ominous gray blankets, eclipsing the city in a stale fog of lifelessness. It was this kind of cold, dismal weather that frightened families into their homes - all huddling for warmth by the smoldering embers of the fireplace. The pitter-patter of rain on the windows and bare asphalt was the only sound that broke the haunting silence outside, aside from the thunder rumbling in the distance. Muddied water streamed by the sides of the street into the gutter. Rows of houses crowded crooked alleyways like feathers on a crow's back.

But as the waning sun set over this gloomy cityscape, a dark silhouette lingered by the street side.

No one knew who the figure was. She had been standing on the corner of an eerily quiet intersection, watching as the warm fingertips of sunset scampered across the streets and retreated into the horizon. An occasional car would zoom by to break the spell of silence, only to fade away into the distance moments later. It was the time of day when the sunset faded away and the shadows elongated that she silently surfaced out of the darkness.

No one knew where she came from, or to where she was headed on this particular spring evening. But in reality, no one cared. Not one stray pedestrian even glanced at her as they ducked their heads and rushed by, eager to escape to the comfort of their own homes. It was almost as if she was not from this terrestrial world, but merely an elusive and fleeting memory no one made an effort to acknowledge. It was as if she was a fading shadow, hiding from the truth and light of day.

But she was there.

Night had already set in when the silhouette silently moved. With a brief tensing of the shoulders, she began to stare straight into the distance with an unwavering look. Behind her lay a long and dark road - twisted and full of evil. Ahead of her lay a path heading off into the uncertain distance. Artificial light from a streetlamp glowed on the sidewalk - a circle of light that acted as a haven from the shadows that threatened to enclose. Finally, as the faint memories of the day retreated along with the light, the figure took a moment to survey the town around her before taking a deep breath.

It was time.

She started to walk, aware of the heavy silence that foreshadowed a sinister presence. In every alleyway and corner, there was always another shadow that threatened to jump out at her. Her cold eyes pierced through the darkness and rain as she drew a red ribbon from her pocket and tied it to her hair in one, fluid motion. A stray cat sauntered beside her feet, but it made no recognition of her - she was a soul that had lost its attachment to this world a long time ago. Even if she existed, the rest of the world barely acknowledged her. The only material thing she felt was the cold, unrelenting rain on her cheek, constantly reminding her of the bitter truth.

She was gone. Vanished. Sacrificed. Nothing but a mere concept.

The silhouette stopped momentarily, just long enough to glance up at the starry skies. But the moment was short-lived. Despite the emotional trauma and constant excruciating pain in her heart, the figure toiled onwards. Not just because life went on, but because life also had an end. And she didn't know if she was willing to accept that.

This was her world - one of darkness and despair. For as long as she could remember, she had been fighting, but could not always remember what it was that she was fighting for. She had lost sight of her humanity long ago. Now, her eyes were only peeled to the blackness of night - her heart heavy with a promise she had made to a special friend long ago. This was the destiny fate had laid out for her. A world of emotions and happiness no longer existed in her.

Now, it was kill or be killed.

"Akemi-san? Can you hear me?"

The silence in Homura's mind was suddenly shattered by a soothing voice, snapping her back into reality. No longer granted a peace of mind, she stopped in her tracks and momentarily hesitated to gather herself before replying via telepathy. "What is it, Tomoe-san?" Homura inquired, warily eying her surroundings. She had previously instructed Mami to contact her only if something serious arose. Otherwise, she had made it clear that she preferred to be left alone while hunting.

Which meant something had happened.

"There's been a change of plans - more wraiths showed up than we had expected." Mami evenly reported as Homura's keen ears perked up to the sound of a chilling wail in the distance. A hunting cry. "There are too many of them to deal with in a frontal assault, so we are retreating south. We can strategize once we get a better understanding of the situation."

"Understood." Homura calmly relayed, her brisk tone signaling that the brief conversation was over. Her expression remained unfazed as she slowly ran her fingers through her long hair, mulling over the endless possibilities. But eventually, she grimaced. Tonight was supposed to be an opportune time to hunt demons, if she had predicted their spawning patterns correctly. And lately, her and Kyouko's soul gems had been rather murky. Their chance to restock on grief cubes should have been tonight. It had to be tonight.

But things almost never turn out the way you want them to - a cold fact that countless timelines had burned into the forefront of Homura's mind. A moment later, a group of shadows began to creep around the corner towards her position as she wordlessly slipped into a nearby alleyway. Homura muted her breathing and flattened her body against the brick wall as she waited for the demons to pass by, internally counting the seconds after they had left. Beside her feet, a small white creature seemed to materialize from the darkness, looking up at the magical girl expectantly.

Twenty-eight... Twenty-nine... Thirty. Homura chanced a look around the street corner. Nothing. She relaxed her shoulders, making a mental note to count the number of demons that travelled in a group next time. Perhaps a relevant pattern existed in that statistic...

"Running again?" Kyubey inquired, as if silently mocking Homura. She jumped slightly, almost forgetting that he was still there. "Certainly it is risky to attack the wraiths when they are so numerous, but you cannot hide forever. Staying here will only endanger your lives - this city has long gone beyond saving. It is best that you leave soon lest you perish."

So the incubator had decided to make his appearance tonight as well. But tonight, rather than feel the usual cold hatred towards the heartless creature - the same one she had battled with throughout so many timelines to protect Madoka - Homura simply regarded him with an air of apathy. She had become tired of seeing his face, now that he was more of an annoyance than a threat. She had other things on her mind anyways.

"If I had intended to leave, I would have done so already." Homura icily replied as she drew a bow and arrow that was blazing with purple energy. As she continued to walk forth into the shadows, she raised two fingers and angled them in an indifferent waving motion. "If you wish to leave however, I won't stop you. It isn't like we are of any use to you anyways."

"Aside from gathering curses, that may be true." Kyubey stared at Homura with his beady eyes, his calm smile seeming to smirk at the composed girl as he ambled across the cold asphalt in pursuit. "I have indeed forgotten the reason why I bothered with magical girls such as yourself - this current method of gathering entropy is highly ineffective." He cocked his head to one side, though his expression betrayed nothing. "I believe it had something to do with a race you call... 'witches'?"

On cue, Homura quickly cast her attention down towards her unwelcome companion. Seconds slowly ticked by as her acute eyes seemed to search for something beneath Kyubey's vapid expression.

"Something like that." Homura finally asserted after a while. It was difficult to determine what the incubator was after, and she didn't have the time nor the patience to find out. Somewhere else in the city, Mami and Kyouko were still waiting for her update. An icy breeze picked up and tussled her long hair as she returned to her current situation. "If you have nothing else of importance to say, I'll be going."

"Where are you going? Back to the other Puella Magi, Tomoe Mami and Sakura Kyouko?" Kyubey asked, ignoring the cold glare aimed in his direction. "I don't understand why you three continue to work together. Certainly, an alliance between Puella Magi has been attempted many times, but no longterm effective collaboration has been achieved. Wouldn't it benefit you to work independently? You don't seem like the type to get entangled in friendships, after all."

"It's out of necessity that I work with Tomoe Mami and Sakura Kyouko." Homura answered. "I know my own limits. If I want to eliminate the wraiths from this city, I need to work with them. As long as I can make Tomoe-san believe that I truly care about everyone, they'll be more inclined to work with me."

Unfazed by the stoicism and driven by curiosity, Kyubey continued to loiter behind the impassive girl. "Even if there is nothing tangible to be gained for me here, I would still like to observe your actions. I feel that you may be holding many secrets of my cloudy past, and I intend to learn about them."

"Suit yourself." Was Homura's only nonchalant response as she continued walking - barely acknowledging Kyubey as if his importance had long since passed. As the two of them ventured deeper into the darkness, Homura's expression softened as she glanced up to gaze into the distant night sky.

"Madoka..." Homura thought to herself, a cold feeling of loneliness washing over her heart again. Her lips parted slightly, as a faint puff of breath dissolved into the thickening miasma. "How am I doing? Am I protecting the city?"

Not expecting a reply however, she slid across the slippery cement and continued to make her way through the complex of buildings.

The rain had faded away on the other side of Mitakihara City, though the menacing clouds remained. The windows of a skyscraper shone with silver glints of moonlight, illuminating the city like a steel lighthouse. A girl perched on the edge of the roof like a bird ready to take flight. With the watchful pose of a guardian-like entity, she leaned over the railing to survey the dark city below, brushing aside her harpstring-golden hair to get a better look. Nearby, a crimson-haired girl reclined on the rooftop with her arms casually folded behind her head. The soft sound of crunching could be heard as the latter of the two girls chewed on a couple of snacks.

"Akemi-san says she's on her way." Mami finally said as she tossed a look over her shoulder. The grim look on her face mirrored the dark city below, and her tone was no less solemn. "It's time we start moving as well."

Aware that her break had been interrupted, Kyouko lazily opened one eye and raised an eyebrow imprudently. "That's all she said?" She demanded as Mami shrugged in puzzlement. Kyouko yawned, not bothering to cover her mouth as she reluctantly propped herself into a sitting position.

"What were you expecting?" Mami implored as Kyouko, now fully awake, rolled her eyes in disdain.

"I dunno. That's our Homura, I guess - a character of few words." Kyouko scornfully remarked. In one swift and fluid motion, she used her hands to acrobatically propel herself upwards - landing silently on her heels like a cat ready to pounce. Her muscles grew taut in the dim moonlight as she stretched. "I can never tell what's on her mind. Probably that 'Madoka' of hers again."

A resigned sigh escaped from Mami's pursed lips. "Madoka? Why, you don't believe her?" She asked, though she knew it was to no avail - proven when Kyouko's skeptical expression remained steadfast. Mami shook her head with a twinge of disbelief. "To be honest, I'm surprised you bothered to listen." She added.

"Never mind that. I'm surprised she actually answered me when I asked why we were still alive." Kyouko countered pointedly. She stalked over to Mami and leaned over the railing, gazing into the city depths with a resigned sigh. "Though I had to practically pry it out of her, being the reserved person she is."

"I see." Was Mami's succinct response. It was no secret that Homura's explanation of this world, including the entity named Madoka, was a controversial topic among the three magical girls. Kyouko had never bought in to Homura's story, but that could just as easily be attributed to her suspicions and dislike of the raven-haired girl as it could to the absurdity of the whole notion. "It is hard to believe, but would at least explain the lapses in our memory. And for some reason, I feel that I've known this 'Madoka' before..."

Mami trailed off into uncertain silence. She still hadn't formed an opinion on the issue. But as crazy and farfetched as it may have been, she couldn't bring herself to dispel it either. There was something that lurked just beyond the fringes of her memory and Homura's otherwise impassive emotions - something that made her want to know more.

Kyouko merely shrugged and folded her arms. "Well, I wouldn't know. I never trusted her. But the way things turned out, we've had to work together for too long."

"But it's thanks to her - no, it's thanks to 'Madoka' that we're still alive." Mami was quick to defend Homura's ideals, though she herself was not sure why. "We may not have been the best of friends, but the fact remains that we must continue to work together if we wish to survive."

"So you believe her story after all..." Kyouko trailed off with an expression close to disappointment, her words lost in the cold wind as she continued to peer into the stormy distance. "Well, I'll admit that a lot has changed since I came to this city. I can't even fully remember what's happened since then. But one thing's for sure..." Kyouko absentmindedly reached out with one hand as a large spear automatically materialized; its sharp tip gleaming in the moonlight.

"This city doesn't have much longer."

As the two of them stole into the depths of the city by rooftop, their expressions were grim. It had been a week since the wraiths had appeared: a week since Homura's 'Madoka' had sacrificed herself to eradicate witches - the gruesome fate that awaited magical girls. And while it was true that witches no longer existed, it seemed that some cruel force of this world had attempted to restore its dark balance by introducing these demons.

These fiends served only one purpose: to hunt magical girls. They were numerous, far more numerous than the witches, and although not any greater in power, they were slowly gaining ground in the city. While the inhabitants of Mitakihara City remained ignorant of the growing evil, the wraiths were slowly spreading their darkness. Crime and suicide rates had spiked over the past week. Being the only Puella Magi in the area, it was all the three could do to simply stop the demons' advance. But it was clear that they could not hold out forever.

"Look," The two girls momentarily stopped on the rafters of a convenience store as Mami pointed at the ground below. "Here they come." She muttered solemnly as Kyouko wordlessly nodded, gritting her teeth in a resentful scowl.

As Mami and Kyouko silently made their way across the canopy of the city, they observed the packs of wraiths - clusters of white cloaks billowing in the wind - materializing below them. The wraiths' elongated bodies swayed back and forth as their hideous faces were turned to the ground in surveillance. The demons hunted in groups like wolves, but at least fifty of them were congregating the streets by now, silently gliding around in search of their prey. It would be suicide to charge at them, so their only option oftentimes was to run and hide.

Luckily for the magical girls, the wraiths only emerged under the cover of night. Once morning arrived, they would disappear as if they were just a bad nightmare. But it was a hellish nightmare the trio had to endure, constantly on the run. As Mami and Kyouko raced across the rooftops, they made sure to keep a small profile lest they be noticed. With this many demons about, even a small mistake or miscalculation could get them surrounded immediately, at the price of their lives.

After reaching the city center, Mami and Kyouko, having run out of rooftop space and making sure that no wraiths were in sight, slid down to the street below. A chilly wind had picked up, breaking the eerie silence with a lonely howl. Pieces of trash skittered across the barren streets as a dismal fog descended on the city. No one else was outdoors at this moment. It was as if the city was completely empty.

"Well, isn't this a pleasant sight?" Kyouko remarked with a cynical laugh. She hefted her spear over her shoulder as she turned to survey the desolate area, shaking her head in utter disbelief. "All the food in the world couldn't cheer me up from this gloomy view."

Mami simply nodded her agreement at the bleak city, wary of the uncomfortable silence. A nearby streetlamp flickered briefly before sputtering out, adding to the suffocating darkness. "Let's focus on finding Akemi-san for now. Hopefully she made it through alright as well." She finally said in an attempt to take her mind off of the topic. Mami started across the bridge as Kyouko, her sharp eyes still peeled to the desolate sight, nodded and trailed behind.

"I sure hope she has something up her sleeve, because I won't be able to stand running from these wraiths any longer." Kyouko declared after a short while, her eyes ignited by a spark of resentment. "At the rate we're going, this city's going to hell."

"So you think we're losing?" Mami asked in lost optimism, knowing her companion's answer before it left her mouth.

"I know we're losing. I just want to do something before we've lost." Kyouko stated flatly, suppressing her irritation. She sighed, looking up at the peaceful stars that seemed so far away. "You know just as much as I do that this game of hide-and-seek won't save the city."

"But if we risk and lose our lives on an attack, we won't accomplish anything." Mami countered, her golden ponytails swinging to the side as she turned to observe Kyouko's reaction.

"But if we don't do something, we'll never accomplish anything!" Kyouko retorted in bitter frustration as Mami, unable to provide a satisfying answer, remained reticent. Both girls looked down at the damp ground in silence as they continued to walk.

"I hate feeling so powerless," Kyouko admitted after a while as she forced a dry laugh. "I guess I'm just so used to taking everything head on. In the past, as long as I swung my spear hard enough, my problems would go away. But now... now I can't do anything, can I?"

"Don't put all the blame on yourself," Mami was quick to point out. "We knew this would be a losing battle, and yet regardless of that fact, we decided to fight it out until the end. We can't afford to give up for their sake..."

Both girls fell silent again as they remembered the loss of their companions. Only a week had passed since then, and the magical girls still suffered from guilt and depression every time that topic was brought up. Even Homura, as calm and emotionless as she appeared, would sadly gaze into the distant sky if anyone mentioned Madoka's name. So in order to suppress their feelings of grief and guilt, they used the excuse that they were fighting for the city that Sayaka and Homura's 'Madoka' had died to protect. That way, there would be no time to grieve over what could have been as the three of them mechanically focused on the next battle and the next wraith to slay among the hundreds that seemed to return the next night. During the night, their minds would be shielded from the onslaught of depression they faced every morning they woke up.

Madoka and Sayaka were gone, but the Homura, Kyouko, and Mami were trapped in a vicious cycle of eluding wraiths. Once morning came, they would return to Mami's or Homura's house and rest their bodies, only to run again in the night. As dark as it was, this was the path they had chosen. This was their punishment for failing to protect what was precious to them. It was a grueling situation, and none of them were sure how much longer they could go on before either their bodies or minds gave out.

"Arghh!" Kyouko kicked a nearby can in disgust, the clattering on the pavement shattering the silence as she started to vent. "Damn that Sayaka! How can she just give up and turn into a witch like that?! Wasn't that moron the one who told me to believe in the good of people?! Didn't she think of everyone she'd leave behind if she died like that?! She... She pisses me off so much!"

Kyouko scowled irritably, suddenly aware that tears were building up in her eyes. "Huh...? I... I thought I had already gotten over that... Why... Why am I still crying...?"

Mami remained politely silent, but it was obvious that she was struggling to hold back her grief as well. As Kyouko attempted to calm down and wiped her eyes with the back of her sleeve, Mami tried to console her.

"Don't dwell on that. It's not your fault-"

"Not my fault?! Don't you understand?!" Kyouko sharply looked up and Mami saw that her eyes were brimming with frustrated and anguished tears. The raw regret in Kyouko's words was painfully obvious. The older girl could have kicked herself for not realizing the true extent of her companion's despair. "I was the one who forced Sayaka into despair! I told her that fighting for what she believed in was stupid! If.. If only I-"

"Listen to yourself!" Mami abruptly turned around and firmly grabbed Kyouko's shoulder. With the faint hope that she could change something, Mami glared at Kyouko as the latter uncomfortably looked away, her eyes fixated on the ground. Worry bled through Mami's words like ink spilt on paper, but Kyouko barely registered it in her haze. She'd always been taught to look forward, but how could she now, when she couldn't see the light at the end of the tunnel?

"This isn't like you!" Mami continued to desperately plead with Kyouko. "Saya-... None of us blame you for what happened. There's nothing we could have done anyways. Please get a hold of yourself."

After a few uneasy moments, Kyouko sighed resignedly as the pent-up emotions left her body like air from a punctured balloon. "Yeah... you're right." She slowly shook her head, almost looking ashamed. "This isn't like me at all. I don't know what's gotten into me this past week."

"I'll bet all this constant fighting has made you tired." Mami suggested as she released Kyouko's shoulders. Kyouko staggered backwards a few steps as Mami's expression softened. "Once morning comes, take your mind off that topic and get some rest." She said as Kyouko slowly nodded her agreement.

"Damn..." Kyouko cursed under her breath as her narrowed eyes bored into the ground in a look of indignation. "I didn't come to this city to get caught up in all this. It's all that stupid Sayaka's fault. This city was supposed to be my territory. She just had to get in the way..."

As Kyouko attempted to calm down again, Mami, still keeping a watchful eye over her, tried to contact Homura.

"Akemi-san? This is Mami. We're nearing the meeting point. Where are you?" Mami relayed, her attention shifting to the raven-haired girl as she started to worry that Homura had been caught up in something. She was never late, after all.

"I've been held up a bit. I probably won't make it there tonight, so I'll find refuge somewhere else in the meantime." Homura's cool, calm voice rang in Mami's head, putting her doubts to rest.

"Are you sure you're alright? If you need help, just ask. We'll be right over." Mami responded in concern, though she silently breathed a sigh of relief.

"I'll be fine." Homura paused, before adding: "Just make sure Kyouko doesn't do anything reckless."

Mami smiled forlornly to herself. "So you noticed how hard this has been on her as well."

"This has been hard on all of us." Homura conceded succinctly. "You sound tired as well. Perhaps its best if you two lay low for tonight."

Perhaps it was just Mami's built-up fatigue over the past week playing tricks on her mind, but Homura's voice seemed to have more of an emotional blend to it than usual.

"Will you really be fine fighting the wraiths alone?" Mami asked in concern, though she allowed a warm smile to creep into her lips. Perhaps Homura was more thoughtful than she appeared.

"I'll be fine." Homura's answered reassuringly. "I try not to pick fights I can't win."

"Akemi-san, before you go..." Mami hesitated, contemplating her words carefully. "Do... do you think we can last much longer? I didn't want to ask it before, but the way things have played out with us constantly on the run..."

"We'll be fine." Homura stated in calm resolution. Even though she was far away, Mami could picture Homura's adamant backside in front of her; her arms crossed and her posture emitting an uncanny confidence. Just from those words, Mami could picture Homura's undaunted, unyielding, and unrelenting expression in the face of impeding danger. "Just believe in me, yourself, and the rest of us."

Mami smiled again, this time with an air of optimism as her eyes twinkled with certainty. "I wish I could be as optimistic as you at times like these."

But Homura didn't reply as Mami was left alone to her own thoughts, sighing to herself in exasperation. "But even if she says not to be worried, she's all alone. I knew I should have kept an eye on her instead of letting her wander around as she pleases..."

Taking in her surroundings once more, Mami turned to see Kyouko sulking on the other side of the overpass. "Feeling better?" Mami calmly asked as she walked over to her companion's side.

"Yeah.." Kyouko sighed glumly, leaning against the railing as she rested her head on her crossed arms. "Yeah.. Well, I don't really know to be honest. I just can't stop myself from having those outbreaks every now and then. I don't know what's wrong with me. It just hurts like hell all the time."

"She really loved her..." Mami thought sadly, desperately wishing that the blue-haired girl could have somehow avoided her dark fate. Then, at the very least, she wouldn't have to see Kyouko's longing eyes, full of regret and such deep sadness, any longer. For a brief moment, Mami wondered how things could have been. If it was the four of them... then maybe, they could stand a chance.

But in the end, it was just a fantasy.

"...Was Sayaka special to you?" Mami asked after a while, her curiosity piqued. "I never did see you two interact after all."

"Well, I wouldn't say that," Kyouko answered softly, standing up. She continued to gaze at the underpass below as she started to open up to Mami. "She was just... someone that I could acknowledge? I guess..." Kyouko bitterly laughed, wiping away the last of her tears. "Actually the more I think about it, the more convinced I am that she completely hated me. It's fine though, because I hated her too. I think I still do."

"And yet you can cry for her?" Mami asked, perplexed at Kyouko's contradictory statement.

Kyouko shrugged offhandedly. "I guess it's complicated..." She continued to look off into the distance, as if searching for something in the darkness. "I wonder how she would feel if I were the one gone. Would she feel the same way?"

Mami sighed sadly, becoming aware that this topic was a scathing wound that might never be healed. "Well, she was a good girl. She would probably cry over you too."

Kyouko laughed, though tears had started to resurface in her eyes. "Yeah. That's just the idiots we are, I guess."

The two of them were silent once more, temporarily forgetting the chaos of the situation and losing themselves in the peaceful moment. Even in the midst of the world's maelstorm, these two girls could find solitude and hold a companionable conversation with each other. It had been a while since they could reminisce like this. For the first time in a long while, both of them fully realized the true blessing of having a companion by their side.

"Well, don't worry about me," Kyouko said after a while, though the uncharacteristically sad smile she wore did little to support her statement. "No point in worrying about the past anyways."

"You're right," Mami's worried gaze lingered upon her companion as she searched Kyouko's mild expression. "It's time we move on. So let's go, Kyouko."

Kyouko hesitantly nodded, taking one uneasy step, then another. Before long, she was back to her usual self, striding along with an air of confidence although her expression had mellowed. In front of her, Mami started across the bridge again. As she reached the other side, she spoke up. "What's done is done. For now, we-"

"Mami! Watch your six!" Kyouko shouted as a wraith suddenly burst up from under the bridge behind Mami, its gaping mouth and hands reaching for the golden magical girl. Mami deftly stopped in her tracks, turned, and summoned an array of rifles in a circle around her. As the wraith reached out to grab her, she grabbed the two closest rifles and shot the wraith in shower of sparks that illuminated the night sky. The demon staggered backwards from the impact, and its body evaporated like smoke.

"Thanks-!" Mami barely had time to thank Kyouko before a group of wraiths on the far side of the bridge, alerted by the sudden noise, started to slide towards their position. Quickly, the demons began moving across the overpass the two magical girls had come from.

"Now they show up!" Kyouko retorted as she brandished her long spear, eyes blazing and eager for a fight. However, Mami silently shook her head, placing a firm hand on Kyouko's weapon.

"We're too vulnerable here in the open." Mami stated flatly, turning to run. "Let's evade them for now."

"Tch," Kyouko muttered darkly as she too turned tail from the advancing demons.

The two magical girls started to elude the wraiths as they made their way across the abandoned street into the depths of the city. Since they were already spotted, they didn't bother to utilize the rooftops, which would just attract unwanted attention. Instead, they kept running from their pursuers past stores and neighborhoods through the black, thick smoke swirling around the city. As they ran, with adrenaline pumping through their veins and their heads pounding with blood, the chilling howl of the wraiths wailed their warning cry.

"Over here!" Mami shouted as she veered from the main street to a small, isolated park. Once they entered, however, they immediately found themselves cornered. Wraiths from all directions were slowly beginning to form a circle around the park, closing off all exits.

"These damn demons never give up, do they?!" Kyouko shouted in defiance. She gripped her spear as she stood her ground, refusing to back down in the face of the towering, spine-chilling wraiths. The darkness was slowly being blotted out by their ghastly white cloaks as they soundlessly advanced towards the girls; their hideously gaping mouths threatening to devour them. "What now?!"

"Now?" Mami turned a steely gaze towards the wraiths. The corners of her mouth turned up in a confident smile. "Now we'll do things your way."

Kyouko flashed a menacing grin; her red eyes narrowing. "I like the sound of that!" She shouted as she held her spear over her head. Once a demon reached towards her within striking distance, Kyouko lunged forward; her long spear piercing the wraith as it howled and melted away. Behind her, Mami was busy grabbing rifles by the second as she unloaded cold metal into the nearest demons. Two wraiths converged upon Kyouko, but acting swiftly, she planted her spear into the ground, jumped, and used it to pole vault above the wraiths as they slashed at where she had been a second ago. Once she was airborne, she dislodged her spear from the ground and twirled it; slamming into both demons as she yelled fervidly. They vaporized into the darkness as Kyouko landed fluidly; crouching like a cat.

In a matter of seconds, however, the area was quickly becoming more and more crowded as wraiths from all over the city started to gather. For every demon that was slain, several more took its place; their sickly white cloaks filling the area with a suffocating glow. Even Kyouko, as determined as she was, soon realized that this was battle they could not win.

"Kyouko!" Mami shouted over the clashing of metal and the crisp accent of gunfire. "We need to escape, now!"

"I know, dammit!" Kyouko yelled back as she twirled her spear around; the sharp tip weaving and slicing through demons at an unbelievably fast rate. "I'll take point; you follow me!"

Kyouko charged forward as her fragmented spear cut through a wide swath of wraiths, temporarily clearing a path through the white bodies to the serene darkness of the city. She sprinted through the path with Mami following behind. As Mami grabbed her last two rifles and was about to unload them into the nearest demon behind them, suddenly, another wraith materialized out of the ground between her and Kyouko.

"Mami!" Was all Kyouko had time to shout as Mami slowly turned to look with an expression of surprise. The wraith wound up, and brought its hand down on the golden-haired magical girl at full force. At the last instant, Mami rolled away and used her last ammunition to send the wraith reeling backwards, but not before its claws shredded through her right shoulder.

"Ahh!" Mami instinctively winced as she let go of her smoking rifles. She crouched, clutching her shoulder with her left hand as blood seeped to the ground. The demons were advancing on her, but Kyouko reached Mami first and helped her shakily stand.

"Come on now," Kyouko muttered, focusing on getting Mami into a standing position. "Can you stand? It only got your shoulder, right?" She asked in concern.

"Yeah.." Mami winced again as she examined the long gash in her shoulder. "Even if I can't feel the pain, this can't be good."

"Talk later." Kyouko slung Mami's right arm over her shoulder to support her as they started to run. "We're not out of this yet."

Using the cover of darkness to their advantage, the two of them tried to lose the pursuing wraiths by ducking into a nearby network of alleyways. From there, Mami and Kyouko made their way towards the outskirts of the city into the area bounded by rusted, chain-link fences, and unfinished buildings. Chipped cement, dust, and rubble crunched underfoot as they sought refuge in this concrete jungle. As the wraiths passed by, howling their hunting cry mournfully, the two of them managed to find shelter in an unfinished four-story complex.

"Here..." Mami and Kyouko both stopped to catch their breaths once they reached the third floor. Stumbling, gasping for air, Mami staggered over to the wall and leaned against the hard metal. "Let's stop here for now." She said decidedly.

Because this particular building was so isolated from the rest of the city, the magical girls frequently used it as a safe haven and stored some basic provisions to last them the night. As Kyouko gently let go of Mami and started to rummage through the pile of supplies, Mami tentatively let go of her shoulder, only to see that her hand was soaked in blood. She sank to a sitting position on the glossy, tiled floor as Kyouko returned with a bandage in her hand.

"Here," Kyouko walked over to where Mami was sitting as she carefully wrapped the bandage a couple of times around her shoulder. "This should stop the bleeding for now."

As Kyouko attended to her, Mami leaned her head below an unfinished window. The hazy moonlight streamed in as it created an unearthly circle of light. Outside, the twinkling, white stars glamorously dotted the black canvas of the night sky, and the shimmering of the silver moonlight bounced off of the clean-swept floor.

"We were lucky back there." Mami finally stated in a breath of relief as the full danger of the previous situation sunk in. "That battle could very well have been the end. It should have been, too."

"I guess we can chalk that up to a guardian angel." Kyouko laughed dryly as an idea surfaced in her mind. "Maybe that 'Madoka' exists after all. I'll have to ask Homura to give her my regards."

"Well at any rate," Mami continued flatly, disregarding her companion's joke. "That was rash of us to instigate a fight."

"It's not like we really had a choice." Kyouko muttered sullenly, not completely convinced. She absentmindedly reached out and touched the wall, lightly trailing her fingers over the paint-chipped surface. "And soon, we won't be able to avoid constant fighting anymore."

"That aside, we should have been more careful." Mami stated firmly as she bowed her head in shame. "I should have been more careful and taken a safer route.."

"I don't blame you, so don't blame yourself." Kyouko replied, a daring grin starting to etch itself on her face. "After all, I did get to release some stress. And we did manage to take down about ten of them. That's not half bad. We could have killed more if we had a better plan and vantage point."

As Kyouko went back to the supply pile and rummaged around some more, Mami mulled it over. "I still think it's unwise to launch such a risky attack," Mami finally said as Kyouko returned with her hands full of snacks; her eyes lighting up in childish joy. "We still don't understand the full extent of these demons."

"I just leave those things up to Homura to analyze," Kyouko replied unintelligibly; her mouth already full as crumbs scattered onto the dusty floor. "I'm the type that shoots first and asks questions later."

Mami laughed softly. "I suppose I do too. Relying on Homura a bit too much, that is." She corrected herself as Kyouko gulped down the last of her food and exhaled in satisfaction.

"Where'd she run off to, by the way?" Kyouko suddenly asked, noticing that the black-haired girl was nowhere to be seen. "You don't suppose she got surrounded?"

"She said she was held up and couldn't make it." Mami answered reassuringly. "That was all she said." She quickly added before Kyouko could ask.

"Oh." Was Kyouko's brief response. Her expression betrayed no sympathy, but it was obvious that she was taken aback slightly. "Well, she's still as to-the-point as ever..."

Mami shrugged, then sighed resignedly. "I hope she's alright..." She softly admitted.

Kyouko turned to look at her inquisitively. "Why wouldn't she be? From what I gather, she doesn't seem like the type to die early."

"You're not the slightest bit worried?" Mami asked with arched eyebrows as Kyouko rigorously shook her head.

"No." Kyouko stated resolutely, but then hesitated. "Well... no, I'm not. She hasn't necessarily done anything wrong... but I just don't like her." Kyouko gestured with her hands in annoyance. "She acts like she's above everyone else, and I can't stand it. That's all there is to it."

Mami nodded slowly. It was no secret that Homura and Kyouko had no feeling of comradery between them. "It's a shame you two don't get along better. I'm sure we would be able to sympathize more with her if she just opened up more."

"Like I said before, I don't understand her at all." Kyouko responded warily, a twinge of suspicion tugging at the back of her mind. "Or this demon business, and... and just what is her true objective anyways?"

"I assumed we all felt an obligation to protect this city. At least, that's why I'm still here." Mami answered, a faraway look in her eyes.

"Well like I said, this city is my territory." Kyouko stated in brash resolution. "Or, it was supposed to be. I don't know what business Homura has here other than her 'Madoka' thing."

"And she and Sayaka weren't exactly on friendly terms either," Mami agreed. "I can't imagine she'd stay here for her sake."

Kyouko was silent, before replying. "Well, thinking about these things all night won't help. It just seems to make me more hungry."

Mami exasperatedly sighed as Kyouko once again started to stuff her mouth with snacks. But her lips still twitched in an amused smile. "All you ever think about is food, you know?"

When a full-mouthed Kyouko couldn't reply with a witty comment, Mami continued to talk. "We should be safe here for tonight," She said assuringly. "Just in case though, one of us should keep watch."

"I'll take first watch then." Kyouko abruptly said, having finished her food.

"But-" As Mami tried to protest, the red-haired girl cut her off with an uncharacteristically stern look.

"You're injured." Kyouko stated, as if Mami didn't know herself. "You should take some time to recover."

Mami hesitated, looking into Kyouko's dark red eyes which betrayed no other emotion. Did she just seem a little... off? "Thank you." She finally said, reluctantly accepting Kyouko's offer.

Kyouko nonchalantly shrugged, reaching over to grab more food. "Don't thank me yet; I'm waking you the instant I feel tired." And the room was silent once more as Mami, realizing how exhausted she really was, fell into a deep slumber.

Somewhere else in the howling darkness, three phantom-like figures silently surfaced from the shadows. A lone wraith gliding in front of them boldly ventured out in an attempt to attack the group, but the silhouette to the left simply flung out his hand and, in a flash of shining metal, the wraith dissolved beneath their feet. As they stood in the shadows and watched the darkening cityscape rife with wraiths, their faces remained concealed by the darkness. When the chilly breeze picked up, the figure who had moved spoke up in a low, chilling tone.

"Mitakihara City. A city of shadows." He said impassively, his voice the same sound as the howling wind. "We should be careful."

"Whatever." This time, it was the silhouette to the right who spoke. His sneer was almost audible. "I say we burn and destroy like we always do!"

"In time." The figure in the middle finally said. His voice, although soft, emitted unquestionable authority like no other. He wore a dark hood that covered his eyes, but his mouth twitched upwards in an eerie smile. "But first, we'll take what we need."

No words passed between the figure to the left or right as the leader bowed his head, as if in respect. "A band of friends lives on, broken and suffering by the cruel rules of this world. It's heartbreaking..." He muttered softly, though his voice trembled with unquenchable excitement. "...But simply perfect. I've been waiting for an opportunity like this for such a long time."

Meanwhile, his companion, the figure on the right, stepped forward.

"And will you run this time?" He questioned challengingly. The wind picked up again, as if it could feel the leader's eyes narrow threateningly.

"No, I will not."

The night wore on as the wraiths continued to mill about the dark streets of Mihakitara City. Finally, as the first few rays of dawn appeared over the horizon, the wraiths stopped in their tracks and slowly vaporized into the warm sunlight. As sunlight filtered in through the open window and shone into the complex the two magical girls were hiding, Mami's eyes slowly fluttered open.

Mami silently awoke as she noticed Kyouko still sitting on the windowsill, legs folded and spear slung over her shoulder. Her sharp eyes were fixated into the horizon with a distant look. As she lazily chewed on a stick of pocky, the faint rays of sunlight danced across one side of her face. All in all, she made for an interesting scene in that pose. Mami smiled to herself. Kyouko hadn't woken her after all. She never did understand that girl.

"Mornin'," Kyouko said with an air of fatigue as Mami stirred, tentatively standing up.

"Good morning." Mami slowly replied, instinctively feeling for her right shoulder. The bleeding had ebbed away overnight, but the cloth was soaked in blood. At least now, it would be a relatively simple task to heal the wound with magic. "You should have let me take over." She chided, though not as firmly as she had hoped.

Kyouko simply turned her head to look at Mami. With the back of her head to the sun, it was like a shadow was cast over her face. "I didn't need the help." Kyouko stated adamantly as Mami squinted in an attempt to meet her eyes. "You were injured. You needed the rest more than I did."

"If you say so," Mami gave in, turning to look at the sun. Warmth and relief spread across her face when she saw that the streets of Mitakihara City were starting to fill with people, not wraiths. "But you don't have to take on everything yourself."

"I just wanted to think over some things on my own," Kyouko replied cryptically as Mami again turned to look at her in puzzlement. Then, Kyouko's facial features brightened slightly as if the shadow had disappeared. "But I don't do things for free, you know." She added cheerfully as more light streamed through the window. "You owe me a good meal once we get back. Now that it's morning, I'm starving!"

Kyouko put on a cunning grin - her stomach growling in response. Mami was taken aback slightly. Hadn't Kyouko seemed.. different? But looking at her red-haired companion's childish grin brought a smile to her face. Perhaps Kyouko was stronger than she thought.

"Alright," Mami surrendered reluctantly. "Then, I'll see what I can do."

The faint sunlight was a welcome sight to Mami and Kyouko as they slipped away from their hiding spot and made their way to Mami's apartment. Kyouko tiredly flung herself on the living room couch while Mami disappeared into the kitchen to fix a few cups of tea. Although Kyouko had insisted that she could take care of herself, eventually she gave in to Mami's advice that they would be safer together. Even if the wraiths only came at night, none of the magical girls wanted to compromise their safety at any time. A short while later, a familiar black-haired girl stole through the front door. Dust on her clothing and a couple of scratches on her arms indicated that she had been caught up in an incident as well.

As Homura sat down opposite of Kyouko, inspecting her soul gem, Kyouko swung herself into a sitting position. "Well, well, isn't this a pleasant reunion?" Kyouko said, dryly laughing as she placed her feet on the table. She feigned a smile as she looked sharply at Homura. "We've managed to survive another night. Why the long face then?"

But the joke was lost upon them as the gloomy air presided over them. They were all thinking the same thing once again - how much longer until one morning, this room would finally be empty?

"Well, I'm glad that we're all safe," Mami hurriedly said as she placed the cups of tea before Kyouko and Homura, trying to break the gloomy silence. "Now we need to conserve our strength for the next battle."

"Tomoe-san is right." Homura quickly responded, as expressionless as ever. "Even as magical girls, rest will do us some good." As she accepted her tea, Homura looked questioningly at Mami as her eyes wandered on her bandaged shoulder. In response, the golden-haired girl wordlessly shrugged, as if to say that it was nothing.

"So, what happened to you last night?" Kyouko asked the stoic girl, though she wasn't sure if she really wanted to know. In some respects, Kyouko understood Homura's desire to be left alone.

"Nothing of concern." Homura replied dismissively, then paused as she tried to rephrase her answer. "Well, besides collecting data, that is."

"What data?" Mami asked, curiosity nibbling at her.

"Data about the wraiths, and how they have been steadily increasing in number." Homura answered succinctly.

"Really? I wouldn't have guessed." Kyouko cut in derisively. Simply being around Homura was worsening her mood.

Ignoring Kyouko, Homura pulled a neatly folded piece of paper from her pocket and laid it out on the triangular table. Upon closer inspection, it appeared to be a chart of some sort. "Each night, I've been surveying the city and estimating the number of wraiths," Homura continued. "My data shows that within the next week, they will surpass five hundred."

"Five hundred?!" Kyouko exclaimed in astonishment, having just downed her cup of tea. "By then, it'll be damn near impossible to run and hide, much less launch a counterattack!"

"That is precisely why I believe we must act soon." Homura stated fixedly, her keen gaze resting upon her red-haired counterpart. "Once we are all rested, I'll go over the plan."

"If this was going to happen, why didn't we attack earlier?!" Kyouko asked in indignation, but was immediately silenced by Homura's impassive stare.

"We had to wait for an... opportune time." Homura finally admitted, not meeting Kyouko's eyes. "It took a while to set things up, but I feel that the time is near. Besides," She added under her breath so that Kyouko wouldn't hear. "-it is imperative that we are all emotionally stable."

"Huh? Did you say something?" Kyouko blinked in confusion as Homura shook her head.

"Nothing you should worry about." Homura was quick to respond. "Perhaps you should get some rest. We have a long day coming up." She pointed out as Kyouko yawned; resisting the burning urge to ask as she felt her eyelids grow heavy from the night's exhaustion. Eventually, Kyouko fell into a deep slumber as Mami offered Homura another cup of tea...

Outside, the howling wind had picked up once more, and an ominous shadow descended upon the penthouse like a bad omen.