Part I: AFTERMATH

Chapter 3: The Despondent Mission


The walk back to the penthouse was completely silent as Fade's offer hung heavily in the air. Stunned at this sudden turn of events, none of the magical girls could voice their thoughts. It was as if someone had thrown a rock at a window - their illusion about the hopelessness of this world had been completely shattered. But rather than feeling happy or relieved, none of them knew what to feel. They had spent too long fighting off despair to fully comprehend the situation.

As they reached Mami's apartment room, Kyouko deliberately lingered behind. She didn't bother to take off her boots, choosing to remain standing by the front door.

"What..." Kyouko started to mutter, lowering her gaze and gritting her teeth in determination. "What are we waiting for? We're going, aren't we?"

"Wait." Homura approached the distressed girl and placed one hand between her and the doorway, blocking Kyouko's path. The suppressed look of concern on her face suggested she was attempting to hide her emotions about the situation. "Not yet."

"Not yet?!" Kyouko demanded in complete astonishment, feeling betrayed. A look of hurt and indignation crossed her face, before she glowered angrily at the obstacle in front of her and vengefully balled her fists. "How can you expect me to wait?!"

"We still can't be sure we can trust him," Homura countered tentatively, though her posture remained steadfast. "And I'm not completely convinced he can do as he says. Besides," She added, aiming her level gaze at Kyouko as the latter guiltily refused to look her in the eye. "You're not off the hook either. Haven't I told you countless times to be more careful when you're by yourself? It was thanks to your carelessness that our lives were jeopardized."

"Even so, I can't let this opportunity slip by!" Kyouko retaliated bitterly, ignoring Homura's concern. Couldn't she see that there was so much more at stake?! "I... I'd become so used to walking through the motions of living this past week. I thought I gave up on life long ago. But now, I realize that this whole time, that hasn't been the case!" Kyouko had started to shout by now - her frustrated eyes brimming with tears. "Even if the world is like it is now, I still want to believe that love and courage triumphs in the end! I've been longing to see Sayaka just one more time! I've been hoping for just one more chance! I don't want to regret anything any longer!"

"Kyouko..." Mami whispered as all three of them felt the solemn weight of Kyouko's words. She was right - this whole time, they hadn't been fighting to protect the city. In the end, even if it was impossible, they still defiantly struggled in the faint hope that they could somehow get their friends back. And now that the opportunity had arisen, now that their distant dream had become a reality, how could they let it slip away?

"Wasn't that why we were fighting in the first place?!" Kyouko demanded as Homura remained silent, either unable or unwilling to argue. "We didn't once think we could protect this city! We just didn't want to accept that they were gone!"

"We don't necessarily have to make a decision now," Homura deflected the topic, looking at the ground as her expression softened. Now, it was her turn to look away while Kyouko's passionate gaze burned into the side of her face. "If he claims he's here to help, he wouldn't leave without accomplishing anything. More likely than not, he's simply attempting to pressure us into making a rash decision. We should think this over a bit longer at least."

"And what if you're wrong?" Kyouko retorted, her frustration mounting as she glared at the indecisive girl. How long was Homura going to keep this up? "Don't you want to save Madoka? I'd do anything to bring Sayaka back! This life is hell, and I can't take it any longer!"

"Of course I want to save Madoka!" Homura shouted back, unable to conceal her rising temper any longer. Her eyes were filled with a mixture of fury and pain. "Everyday, it hurts when I look up towards the starry sky, thinking that I failed to protect her in the end. This emptiness is unbearable. But that's why..." She shook her head, blinking back her tears as her outstretched arm slowly dropped to her side. "That's why I can't let my emotions cloud my judgment. After coming this far, I have to make the right choice."

"This far?" Kyouko scoffed scornfully. She held her arms out mockingly, gesturing to the emptiness surrounding them. "You haven't gotten anywhere, the way you're going!"

"If you think you can handle things yourself, then fine! Go!" Homura shouted, struggling to keep herself from lashing out at Kyouko.

"Fine! I will!" Kyouko shouted back as she reached into her pocket and flung something at Homura. As Homura caught it, the door slammed shut with a resounding thud as Kyouko promptly left.

"Akemi-san..." Mami started to whisper, concern etched across her face. Up until now, she had remained silent. It seemed that nothing she did would help ease the tension between Kyouko and Homura. But even so, it pained her heart to watch her friends argue endlessly.

"Go with her," Homura evenly said, taking a deep mental breath to retain her calm aura. As she did so, she slowly opened her hand to examine the object Kyouko had thrown. Realization dawned upon her features. "Make sure she doesn't do anything careless."

Mami opened her mouth to protest, but decided against it as she wordlessly left after Kyouko. Once Homura was left alone in the silent apartment room, she bowed her head and shut her eyes as hot tears started to leak out. A familiar wave of loneliness and desolate emptiness washed over her as she struggled to keep herself from sobbing. No matter how desperately Homura tried to conceal it, the void in her heart still remained. But for Mami's and Kyouko's sake, she had to remain strong and put her emotions behind her - despite how heart-wrenching it was.

"It isn't fair," Homura had often thought to herself on numerous occasions. Wasn't she just an ordinary school girl a short time ago? How naive she had been, when her biggest worry was fitting in with her peers. But even now, the raven-haired girl was still left out - portrayed by Kyouko as the villain even though she thought she was doing what was the best for all of them. All this time, she had kept her emotions in check. Now, could she really trust her heart?

"Madoka... I don't know what to do any more... " Homura whispered sorrowfully, though only infinite silence answered her. In her left hand, she was clenching a necklace with a symbol of two interwoven hearts; a reminder of the time loop she had never achieved...


By the time the sun had fallen to the horizon in a cascade of gold, amber, and crimson, Kyouko and Mami had made their way to the central bridge. Several stories above, haphazardly balancing on the narrow steel uprights, was Fade. He stood with his back to the setting sun, arms stoically folded, as he observed the two girls make their way below him in the shadows.

"It's just the red-haired one and the blonde one." Fade muttered to himself as he frowned in slight annoyance. "And here I thought the one of most interest would come as well. It's a pity, but I guess they'll have to do for now."

As soon as Kyouko and Mami reached the center of the bridge, Fade swooped down like a hawk hunting for prey and lithely landed in front of them; his black, hooded cloak fluttering behind him like dark wings.

"So," Kyouko tried to sound confident, though her voice shook slightly at Fade's sudden entrance. "You're going to save our friends, right?"

"But of course," Fade answered calmly as he brushed himself off. Despite the distance he had fallen, he remained unfazed; absorbing the shock as if he was a cat. "There's nothing to be gained for me by lying."

Kyouko balled her hand into a fist as she scowled menacingly. "How can we be sure you're telling the truth and aren't up to something? Because if you aren't, I'll-!"

"You aren't in much of a position to make threats, are you?" Fade replied evenly as Kyouko gritted her teeth, though she knew he was right. As much as she didn't trust him, there was no other option if she wished to save Sayaka. As Kyouko relaxed her posture, Fade turned his back to the two magical girls and started to cross the bridge into the warm, beckoning rays of sunset. "We don't have much time until it gets dark." He observed casually. "Let's go, shall we? We can talk while we walk."

Both Kyouko and Mami exchanged confused glances, then started to trail Fade without question as they walked in silence for a few minutes. Just like every other night, it was about the time that no other pedestrians roamed the streets. The only sound to be heard was their dull footsteps echoing on the cement sidewalk as the three of them passed by barren rows of stores, all of which had their shutters down. The street, absent of raucous vehicles zooming by, seemed even wider than usual; a desolate path leading off into the distant darkness. Street lamps lazily flickered, providing no solace from the familiar shadows as Kyouko and Mami quickened their pace; their keen eyes darting to and fro.

"Where are we going?" Kyouko finally spoke up after they had walked several blocks, her tone wary as she mentally prepared herself to react quickly if anything happened. Homura wasn't the only one that didn't trust Fade; she, too, had her doubts and suspicions. It wasn't out of the question to think that Fade could be luring them into a trap this very moment. Kyouko had tried her best to memorize the route they were traveling, but by now, she had lost track.

"To save your friends," Fade called back, as if it wasn't obvious. "Isn't that what you wanted?" He added wryly in a tone that almost seemed mockingly patronizing.

"But it's not that easy, is it?" Kyouko was quickly growing tired of his cryptic answers. "You said there was something you wanted to get out of this."

"I'd rather not reveal it to you now. Or, rather, I can't because it depends on the situation at the time. But it's simply a small favor only you Puella Magi can do for me." Fade answered, offering no other explanation. Kyouko and Mami would have to be content with that for now. "You have my word that it's nothing more than that."

"So, how are you going to bring them back?" This time, it was Mami who asked in slight anxiety.

"Before I do that, how about you tell me how much you know about how this world works?" Fade's sudden question took the magical girls by surprise as they searched for an answer.

"The energy of this world is diminishing, isn't it?" Mami piped up, remembering one of the first laws she had been taught when she had become a magical girl. "Kyubey told us that. That's why we magical girls exist."

Fade shook his head and smirked in amusement. "That's a complete lie," He stated, realizing that the magical girls knew next to nothing of what happened behind the scenes. It was almost pitiable. "Haven't you heard of the Law of Conservation of Energy?"

"Energy cannot be created nor destroyed." The golden-haired girl recited, though she was puzzled why such a conventional rule mattered in a world of magical girls and demons. "But after I became a magical girl, I learned to ignore common sense." She added after a momentary pause.

"The most basic laws of physics still apply," Fade stated adamantly. "Energy cannot be created; even a seemingly unlimited source of energy, emotional energy, comes at the cost of a life. Likewise, energy cannot be destroyed. But sometimes, energy is lost in the form of unusable energy called 'entropy'."

"If there's no problem with this world's energy, then why did Kyubey turn us into magical girls?" Kyouko asked in confusion. However, her confusion quickly turned to a smoldering resentment towards the white creature, who she remembered had been the cause of so much misfortune in the magical girls' lives. Kyubey had always seemed like an emotionless freak who would screw around with the lives, hopes, and dreams of individuals for his own gain. Unfortunately for her however, Kyouko had confirmed that truth a few steps too late.

"The incubators cannot absorb entropy, so they manipulate magical girls to create emotional energy in the form of grief seeds." As Fade noticed Kyouko's and Mami's perplexed expressions, he adjusted his explanation. "You probably don't remember everything, though. Now, since witches no longer exist, the incubators derive their energy from the entropy of the wraiths, which you recognize in the form of black cubes. However, since the wraiths aren't a direct creation of magical girls, they don't provide as much of an energy source as the incubators would like."

As Kyouko and Mami tried to digest this new information, the unexpected crunch of gravel under their feet made them suddenly realize the change in environment. Without noticing, they had taken a few turns and ended up away from the city streets and stores towards the industrial sector. As they continued to follow Fade, they started to pass by more and more chain-link fences and construction sites as the three of them moved away from the populated areas. In a nearby abandoned playground, rusted swings creaked back and forth in the warm, spring wind. The magical girls' night base was among the cluster of half-constructed buildings as it too disappeared behind them after a while. At the very least, Kyouko and Mami finally knew where they were.

"I mentioned before that I had certain powers." Fade continued where he left off. "Unlike the incubators, I possess the ability to absorb entropy and convert it back into raw energy. One way I can put it to use, as you've already witnessed, is for fighting wraiths. However, another method I can use is to make a contract, much like the incubators can."

"A contract?" Mami asked in surprise.

"A wish, you could say." Fade clarified, turning back to look at the two magical girls as if to check that they were still trailing him after all this while. His eyes were covered by his hood, but his mouth was relaxed in a straight line, giving the impression that he was nonchalant about the whole situation even in spite of the darkness gradually creeping across the city. "Once I gather enough entropy, I can wish to bring your friends back."

"So you can just wish that they were alive again?" Kyouko pried hopefully. Was this whole deal really that simple?

Fade shook his head as the sunlight danced across his back. "Unfortunately, the world doesn't work that way. Directly reviving someone requires a huge amount of entropy; enough that it's most likely impossible for someone like me to do it. Instead, I can adjust Madoka's wish."

"Madoka?" Both Kyouko and Mami asked, taken off guard.

"I suppose you forgot about her." Fade muttered absentmindedly. "Well, it doesn't matter either way. She made a wish that witches no longer exist, which is why you two are still alive. However, I plan to reverse that wish by making a contract where Puella Magi will no longer exist."

"You're going to eliminate magical girls?" Kyouko exclaimed as the meaning of his words set in. "Are you insane?! What about us?"

"Allow me to explain" Fade started to say before Kyouko could object any further. "First, Kaname-san would not have to suffer the world's despair if she was not a Puella Magi. Secondly, Miki-san would not have been taken by the Law of Cycles, because if Puella Magi had never existed, she would not have been able to exhaust her energy, causing her to disappear like she did when her soul was separated from her physical body."

"And the wraiths?" Mami inquired.

"They'll all be eliminated in the process," Fade answered, putting her doubts to rest.

"This sounds too good to be true," Kyouko muttered darkly, folding her arms. Fade sounded like one of those advertisers attempting to sell her a far-fetched product. After all this, she still wasn't sure if she was convinced or not. "Are you sure it's going to work?"

Fade laughed softly, his tone neither demeaning nor comical. "Too good to be true? Perhaps it is, but oftentimes the answer we look for is right in front of us. Of course, in order to do all this, I need to make a contract first."

"And you're saying you can do that?"

Instead of answering, Fade stopped walking as the three of them found themselves in front of a gigantic, forsaken warehouse on the southernmost outskirts of Mitakihara City. As they stood in its ominous shadow, the collection of broken windows and cracked shingles did not make for an inviting appearance; the magical girls suddenly felt completely dwarfed and insignificant in the whole scheme of things. A medley of rusted machinery littered the dusty landscape in the nearby vicinity; guardians of an arid expanse. As the sun was about to set, the amber rays of light scattering across Fade's face made his attempt at a comforting smile appear forebodingly eerie. "Yes, and you, if you're willing, will help."

"This has been bothering me for a while," Mami cut in before either she or Kyouko could answer Fade's offer. "But how did you find out about magical girls like us? And how come you can see and fight the wraiths?"

"Does it matter?" Fade questioned, his tone suddenly taking on a solemn, darker flavor. Even though neither of the magical girls could see his eyes, they could feel them narrow dangerously.

"We need to know who we're dealing with before we can commit to anything; surely you can't blame us for not completely trusting you." Mami quickly added, attempting to ease the tense situation.

"I suppose," Fade answered nonchalantly as he relaxed slightly. His sudden change of emotions had caught Kyouko and Mami off guard, however. Each of them made a mental note to be less prying in the future. "As far as myself, if you haven't already figured out, I'm not a normal human being, much like you Puella Magi. You three are the only magical girls in a rather large radius; we were bound to meet sooner or later. You've suffered enough. Now just let us handle the rest."

"Us?" Both Mami and Kyouko echoed when another figure seemed to emerge from the shadows.

In the waning sunset, it was apparent that he was a teenage boy, a few inches taller than Fade. His spiked hair was an unnaturally bright lemon-yellow, as if dyed. He wore black jeans that were fraying at the edges, and a velvet purple leather jacket draped over his scrawny yet tall frame which left his chest exposed. His almond-shaped cyan eyes slanted upwards with his mouth in a sneer that seemed to give the two magical girls an expression of scornful pity. When he got close enough, the two magical girls realized that he was clutching a bloody mess in his hands; a corpse that had once been Kyubey.

"Creeps like him think they can make the rules and run the show," The sneering boy laughed derisively when he saw them gaping at the corpse in his hand. He promptly tossed it over his shoulder as it hit the asphalt with a sickening thud. "Unfortunately for him though, we take issue with that."

"Was that-?"

"Our enemy." Kyouko was cut off by another intruder. From the shadows, another darker, more mysterious figure emerged. He was shorter than his other two companions; about the same height as the magical girls. His entire face was wrapped in faded white bandages, save for tufts of brown hair in various locations and his left eye, which was wide open and bright vermillion-red like a reptile's. To his side hung a vicious-looking sword that dragged along the asphalt with a horrendous grinding noise. "I thought I told you to dispose of it properly before they arrived." His eye swiveled to look at the first boy, to which he simply shrugged it off.

"He's Shiro, my second-in-command." Fade nodded towards the blonde teenager to his right, before indicating towards his bandaged companion. "And he's Kaito, our most skilled fighter."

"The pleasure's mine," Shiro mocked an overly-dramatic bow before either Kyouko or Mami could say anything, his voice dripping with amusement and irony. Kaito, meanwhile, simply nodded towards them; the gaze from his eye so laser-like that both of the magical girls instinctively reached to make sure that he hadn't bored any holes in their clothes.

"We call ourselves DAWN; an organization dedicated to reshaping this twisted world." Fade affirmed while his companions looked down at the magical girls as if they were merely negligible, helpless insects under a microscope. "Think of us as a storm passing through. You get your friends, we get what we want, and then we move our separate ways." He held out his hand in a gesture of ardent assistance.

Kyouko nodded slowly, though she didn't bother to accept Fade's hand. She was willing to do whatever it took to bring Sayaka back, even if it meant working with the likes of these three. "I'll do it. But what do you need us for?"

"We need your help to kill wraiths as I collect their entropy." Fade replied calmly, as if he had expected the magical girls to accept all along. Then, he folded his arms and gazed upwards, as if wistfully. "But it appears that an annoying problem has arisen."

"Your friend has set up a network of skylights around the city," Shiro seized the moment to explain as Mami immediately knew he was referring to Homura. She had forgotten all about her this whole time, but now it appeared that the raven-haired girl would be dragged into this situation as well, regardless of whether she liked it or not. "You see, we need a large amount of entropy if you want your friends back."

"We need to wait it out another night; maybe a couple of nights so that enough wraiths appear for the necessary amount of entropy." Fade explained. "But if Akemi-san insists on eliminating the wraiths now, there won't be any left."

"What do you need us to do?" Mami asked anxiously, suddenly remembering that Homura had intended to use the skylight plan this very night. "Convince her not to?"

Fade shook his head and smirked. "I presume it's too late for that. Instead, we're going to sabotage the skylights, one by one, so they don't pose a threat to our plan."

"Is that okay?" Mami asked worriedly. An involuntary chill ran down her spine as the cold wind started to pick up, blowing dust across the flat terrain. Would doing that make Homura their enemy? "What if the number of wraiths spiral out of control? Shouldn't we have a plan to fall back on if something goes wrong?"

Fade adamantly shook his head again. "At this point, there's no turning back. We need to act fast and act now. Whether or not the wraiths multiply beyond our control is something we can't control either way." As he was talking, Fade slowly walked until he had his back to the warehouse; positioning himself in the center of everyone else. He took a moment to quickly assess the situation and glance at the four in front of him before making up his mind. "Shiro, you take charge and lead everyone. I'll catch up later."

"You can count on me," Shiro replied, sneering tauntingly as he drew a gun from a holster on his back and hefted it with both hands. With that, he started to saunter away as Kaito, Kyouko, and Mami trailed him off into the obscure distance. Once the four of them had left, Fade leaned his back against the hard surface of the warehouse, arms folded as he bowed his head.

"I know you're there," Fade finally spoke into the creeping darkness as a few moments later, Homura tentatively stepped out from the shadows into the faint light. She continued to approach Fade until she stood directly facing him. Her face betrayed no emotion, though her eyes were filled with cold determination; nothing reminiscent of the pain or suffering she had previously been experiencing. It was as if Homura lived a dual life; locking away one side of her so it wouldn't interfere while the other continued to exist.

"You heard, didn't you?" Fade asked challengingly, not bothering to glance up at her. "What's it going to be? Are you with us, or against us?"

"Was that okay?" She stoically asked, ignoring his question. "Killing that incubator?"

Fade smirked, finally raising his gaze though his eyes were concealed from Homura's view by his hood. "What, am I going to receive some divine punishment? I don't completely understand the intentions of the incubators, but it's quite apparent that they don't care about the betterment of humanity like they claim." His smile had faded away into a menacing frown. Fade took a determined step forward; his ominous presence looming though Homura unflinchingly stood her ground. "In the end, they only wish to preserve their own race. They could care less about us; as long as their precious universe's balance is maintained, they'll use whatever means to achieve it, even if it means sacrificing magical girls like yourselves."

"You're wasting your breath if you thought I didn't know that," Homura cooly replied, tussling her long hair like she always did when she wanted to calm her tense nerves. She had made up her mind, much like Kyouko. "And you're wrong if you think I'll fight out of revenge."

"I don't know what you're fighting for," Fade stated as he crossed his arms again. "But you had better make up your mind fast. If you plan on getting in our way, then that just means we'll have to eliminate you as well."

"Then, so be it." Homura decisively replied as she lifted one hand and gestured an indifferent waving motion before disappearing into the darkness. Once she had also left, Fade continued to stand there, folding his arms as he examined the dust beneath his feet. How pitiful its existence was, yet at the same time, how bothersome. He could crush it at any time he chose, yet no matter how many times he did, it would never cease to exist. His existence would be forgotten in a while as a minuscule portion of this world's history, but dust would always remain dust for an eternity.

"Is that how it is...?" Fade laughed bitterly, the irony of the situation striking him as amusing. His mouth twitched upwards in a smile that had a flair of menacing acerbity. "I hope you're prepared then, Puella Magi.."


Night had fallen as the last ray of sunlight glimmered once, then faded away into the starry night sky. Dark clouds had begun to gather like a bunched-up, drab cotton mattress. As the wraiths started to materialize on the previously deserted streets one by one, a small group of figures emerged from the top of a building.

Swept up by the ever-sudden turning of events, Mami found a brief respite to collect her thoughts as her companions focused their attention on the ground below. As her thoughts wandered, she started to think about the black-haired girl she left back in the lonesome apartment room, before her attention rested on the crimson-haired one a few feet in front of her. Between Homura and Kyouko, Mami didn't know who she should worry about more. At least for the moment, Kyouko had found something worth fighting for. But Homura was different, and the fact that she never shared what she was thinking didn't help ease Mami's apprehension. Homura might try to remain calm and collected, but even she had her moments. Though she didn't openly admit it, Mami considered herself the most level-headed of the trio. After all, she was still their senior. Even if Homura assumed most of the leadership, it was her job to make sure everyone was at ease. Though, of course, that was easier said than done in their situation.

Mami didn't want to take sides, but she couldn't comprehend why Homura hadn't followed along. She found it hard to understand why Homura didn't trust DAWN - even tentatively. Of course, their sudden appearance and shady nature might not have helped, but it seemed as if they genuinely wanted to eradicate all that was unfair and evil in this world. Wasn't that what the magical girls all wanted from the bottom of their hearts?

Now, there was the promise of having everyone reunited again - an offer that had affected Homura and Kyouko in different ways. As their senpai, it was up to Mami to see this through.

"Take that out," Shiro broke the silence as he nodded towards Kyouko, indicating towards a human-sized black object on the next building over. Upon closer inspection, Kyouko saw that it was a skylight. She nodded in confirmation, then leapt across the gap between the two rooftops and started to sprint towards her objective.

"Ten... no twenty," Mami counted as she observed the ground beneath them, which was teeming with white figures. Under normal circumstances, she wouldn't have dared to fight this many. "No luck here I guess. Are we moving on-?"

Her words stopped in her throat when she realized Shiro had already jumped down to a lower level; rolling forward once he landed on the ground to reduce his impact.

"Is he going to be alright?" Mami asked Kaito in complete shock. That was suicide, wasn't it?

Kaito turned to look at her with his inhumanely crimson eye as Mami felt a chill run down her spine. "He can handle it himself. If you haven't noticed already, none of us here are ordinary individuals." No sooner had those words left his mouth than a large explosion ripped through the ground directly below them. The shockwave sent Mami staggering as she tried to maintain her balance among the falling debris of crumbling bricks and dust. Kaito, meanwhile, remained unshaken - standing in the same position amidst the wreckage, almost as if he was used to it. As Mami and Kaito peered over the edge, they saw the ground was free of wraiths, albeit with a new crater in the middle of the street. Shiro motioned up to them, clutching a handful of black cubes with his familiar scornful expression.

"Is he crazy? He's going to destroy the city!" Mami exclaimed.

Kaito shrugged apathetically. "Some sacrifices have to be made. We can't afford to lose any time." As if on cue, a howling rose from the inner depths of the city as the wraiths, alerted by the sudden noise, started to slowly converge on their position. Mami and Kaito easily made the jump over the rooftops towards Kyouko, who was standing next to the wreckage of what had been a skylight.

"If we keep going like this, we can make it." Kaito stated approvingly as his facial bandages rustled in the wind.

"Do you plan to destroy all the wraiths tonight?" Mami asked, pressing for more answers.

"Of course not." Kaito answered succinctly. "It will be easier for the wraiths to multiply if we keep some alive."

"I see..." Kyouko trailed off as she was reminded of a certain time when she had advocated to Sayaka to keep a witch familiar alive. Even if she had lost some of her memories, it seemed that the bad ones always kept popping up. "What about the people in the city?" She asked before she could catch herself.

"What about them?" Kaito repeated, though his voice displayed no sign of sympathy or surprise. As Kyouko had suspected, he was an emotionless individual; reminding her of Homura in this aspect.

As they continued to run on the rooftops, suddenly, a horde of demons emerged up from the depths of an alleyway as they stretched their lucid white arms to capture their prey.

"Watch-!" Kyouko started to shout, but Kaito was even quicker as he reached into his pocket and flung a glittering array of kunais at the intruders. As his weapons hit their targets dead-on and the demons howled in a dissolving mess, he ran through them; scooping up the black cubes without ever once breaking stride. A few moments later, Shiro joined them out of nowhere on the roof as they continued to sprint towards their next target.

As another skylight quickly approached in the distance, Shiro stopped running and stretched out one of his hands. The area around the skylight started to deform as the air seemed to collapse on itself. Once it had reached a small enough size, it quickly expanded and exploded in a shower of sparks and debris; the skylight shattering into fragments of glass and metal as Mami realized how the first explosion had occurred.

"These two are complete monsters," Mami thought to herself as she realized the dangerous situation she was in. Would they really leave the magical girls alone after all was said and done? She'd hate to fight people like these.

Her thoughts were interrupted, however, when all of sudden, the night city was illuminated in a brilliant bath of blinding light. All around the perimeter, beams of luminous radiance were being shone towards the center. The four of them instinctively brought their hands up to shield their eyes from the bright aurora. Throughout the city, the sound of wailing from the wraiths could be heard as a chillingly mournful chorus. The skylights had been activated. Both Mami's and Kyouko's heart sunk; their fragile hope of DAWN's offer was dissolving right in front of their eyes in the illuminating light.

"Damn..." Shiro cursed, though his tone seemed almost mocking as his expression retained its familiar sneer; his posture remaining calm and collected. For a second, Mami wondered if anything ever surprised him. "She really did it. Looks like we'll have to move at a faster pace." Shiro concluded, turning to look at the rest of them for consent.

"We'll split up." Kaito quickly added. "Don't stop to fight wraiths. Eliminating the skylights is our number one priority."

With that, as the four of them hurriedly went their separate ways, Kyouko slid down to the ground below. For as much as she liked to feel the wind on her bare skin, she didn't particularly care for heights. The network of streets and alleyways on the ground was her home-field. As she ran through the silent night, she kept her eyes peeled to the now brightly illuminated city streets, though she observed that no other wraiths seemed to be present at the moment; only now did she realize that Shiro's attack was also meant as a distraction.

As a couple of wraiths glided down the street towards her direction, moaning in pain, Kyouko slipped into a nearby warehouse. As she made her way around dusty piles of rotting timber and rusting machinery, she noticed a staircase on the other side. Clambering up, she reached the rooftop as a skylight greeted her eyes.

"Why is Homura trying so hard to stop us?" Kyouko thought to herself as a renewal of passion and fury flooded into her body, though it was mixed with confusion. She acted immediately, brandishing her spear and thrusting it into the metal object. The light went out in a flicker of sparks as the skylight short-circuited - the city retaining some of its former darkness.

It didn't make any sense. Homura wanted to save Madoka, didn't she? Was there some ulterior motive that neither Kyouko nor Mami knew about? In any case, however, Kyouko had to stop Homura before her hopes were completely dashed. The sound of an explosion resounded far in the distance as smoke trailed up towards the cloud-covered sky. Even the stars refused to show their face to this forlorn city. But now... now there was hope! The darkness didn't seem as dark; hell, it was so bright that she had to blink her smarting eyes in order to properly see in front of her. Kyouko noticed that for the first time in a while, she didn't feel nervous or scared. Only a mechanical desire to doggedly continue pressing onwards filled her mind and body. All the exhaustion of yesterday had disappeared in place of a newfound energy.

"Sayaka..." Kyouko whispered to herself as she grinned fiercely. Was this how hope felt? It felt great to shrug off all the despair she had been feeling the past week like a burdensome backpack. It felt great to be finally fighting for something worthwhile. "Just wait a little longer. I'm coming for you..."

For now, Kyouko focused on reaching the next objective. She deftly leapt across the rooftop, swinging her spear as she ran to maintain her balance. When another beacon of light greeted her she twirled and slammed the side of her spear into the glass case; the noise of shattering glass music to her ears. A couple of wraiths lunged upwards from the alleyway below, but Kyouko merely propelled herself over them with a graceful flip, slashing at their arms in midair as they howled and retreated back into the shadows. She hit the ground running, closing her eyes as she relished the cool, night air on her face. She wouldn't allow anything or anyone to stop her!

As Kyouko opened her eyes, she suddenly realized that the city was almost bathed in complete darkness again. When she reached the next rooftop, she saw a skylight several yards away; the last one! However, just like a final boss at the end of a video game, a familiar figure was blocking the path.

"What are you doing here?!" Kyouko asked the impassive Homura as she slowed to a stop; a wave of anger washing over her again. The black-haired girl was wearing a scarlet ribbon in her hair that fluttered in the breeze. Cold, determined eyes met relentless, passionate ones as the two magical girls remained unwavering in the face of the other. Hardly allies after all this time, both Homura and Kyouko had known deep down that it would eventually come down to something like this all along. "This was your doing, wasn't it?!" Kyouko demanded, raising her voice as her emotions; her long-held vengeance, her smoldering fury, and her determined passion to bring Sayaka back no matter what, mounted uncontrollably.

"I apologize, but I can't let you pass," Homura answered more softly than Kyouko had expected, though with no less conviction.

"Fine! If you're insist on stopping me, then it looks like it has to come to this!" Kyouko shouted as she brandished her spear. In response, Homura drew her bow, mounting an arrow on the string as she pulled it back.

"I don't mean to interrupt, but I'll be your opponent instead." Kaito appeared out of nowhere as he stepped in front of Kyouko, facing Homura head on. He drew his sword and held it casually by his side, letting the metal tip clatter along the metal rooftop as he slowly approached the tense raven-haired girl.

"What are you doing?" Kyouko asked in surprise, lowering her spear in shock that he was readying to attack Homura. Even if she constantly argued with Homura and found her irritating, could she really let someone else cut her down right in front of her eyes? She hadn't honestly intended to hurt her; just teach her a lesson. However, to an individual like Kaito, that seemed like an insignificant issue.

"Don't lose sight of your objective, Sakura Kyouko." He stated coldly before turning to the ebony-haired girl. "I have orders not to kill you, but if you continue this foolery, I have to make sure you will not pose any further threat."

"So you're with them now," Homura calmly acknowledged to Kyouko as the red-haired girl gritted her teeth in a mixture of shame and indignation.

"So what if I am? It's none of your business, is it?!" Kyouko retorted, attempting to justify herself, though she wasn't sure why she had to. "I want to save what's precious to me!"

Homura slowly nodded and gave a knowing smile, which completely surprised Kyouko. She had never seen the normally impassive girl make that forlorn expression before, much less smile.

"And I'll do what it takes to save what's precious to me." Homura whispered. Then, she turned her attention back to the bandaged swordsman - her eyes retaining their steely glare as Kyouko felt a pang of sympathy and understanding.

As Kaito continued to walk towards Homura, the black-haired girl suddenly released the arrow in a beam of purple energy as it flew at her adversary at an incredible speed. However, the bandaged swordsman quickly slashed with his sword as he sliced the arrow in half a millisecond before it reached his face. Taking advantage of Homura's surprise, Kaito raced forward and lunged. Homura, recovering quickly, leapt up above the attack as shining, white wings protruded from her back, readying another arrow. Kaito flung his hand upwards as a volley of kunais sliced through the air towards Homura as she barrel-rolled out of the way and released another arrow. Kaito jumped backwards as the arrow splintered the shingles in front of his feet. Homura quickly landed, readying yet another arrow in the span of half a second. She fired as Kaito propelled himself backwards with a flip; the arrow sailing harmlessly above his body.

When Kaito regained his footing, Homura slung her bow over her shoulder. She drew two arrows, one in each hand, as she raced towards Kaito, who had his sword at the ready. Homura lunged forwards, stabbing at Kaito with one arrow as he easily spun to the side and slashed at the black-haired girl. She countered by raising both arrows in an 'X' as she blocked his downward slash, but not before Kaito punched her in the stomach with his free hand. As she gasped for air, doubling over as she backed away, Kaito rushed forwards again. However, this time Homura was prepared as she took advantage of the speed of her weapons to dodge Kaito's first strike and then kick the weapon out of his hands. The sword clattered to the ground with a resounding echo as his eye narrowed in shock. Before she could take advantage, however, he had already traded his sword for a fistful of kunais, resembling claws. Kaito punched forward with his kunais as Homura jumped backwards, gritting her teeth. Once he came within range and punched at her again, this time, she blocked his attack with her arrows. Homura then spun around and kicked towards his face, but Kaito was even faster as he evaded the attack and kicked Homura's plant leg out from under her. She grunted as she landed hard on her back, but was not granted a second of respite as Kaito's fist came down towards her. She rolled to the side as the ground where her head shattered. As Mami and Shiro joined the rooftop a second later, they were greeted with the sight of Homura tentatively backing away as Kaito continued to mercilessly approach the winded girl.

"Homura!" Mami started forward until Shiro raised an arm to block her path, slowly shaking his head as they were relegated to spectators watching the event in front of them unfold.

"Stop..." Kyouko started to whisper as Kaito once again swung out at Homura. The black-haired girl dodged by spinning to the side, but was promptly met with his other fist. She raised one hand to block it, but the kunais shattered her arrow and pierced her arm; rendering her helpless as she gritted her teeth in obvious pain.

"Stop!" Kyouko was shouting now. As Kaito raised a hand to strike at the vulnerable girl, she quickly ran and grabbed his arm; restraining him from attacking as Homura gasped audibly. "Don't..." Kyouko released her grasp as Kaito slowly let his arm drop to his side, staring at the scarlet-haired girl with his blank eye in an indiscernible expression. Her voice dropped back into a whisper as she struggled to blink back tears. "That's not how this should be; no one needs to get hurt any more..."

"She brought this upon herself. But I don't plan on fatally wounding her," Kaito assured as he brushed past Kyouko and approached Homura. His unwavering footsteps echoed on the metal roof as the black-haired girl regained her posture, glaring daggers at him.

"So I lose, huh..?" Homura muttered darkly; her voice dripping with irony. She might have been caught off guard by Kaito's sudden display of skilled close combat fighting, but she still refused to back down. Even when she was weaponless, Homura wasn't even close to being defeated.

"Your plan has failed," Kaito rasped, stopping to pick up his sword and dust it off before returning it to his sheath.

"Plan?" Homura asked as she couldn't conceal her surprise. What were they talking about? "What plan?"

"Didn't you activate the skylights?" This time, it was Kyouko who asked as she too approached Homura with a look of concealed concern.

The raven-haired girl shook her head, much to everyone's surprise. "That's what I'm here for. I came to find some answers." She admitted.

Kaito narrowed his eye. "That won't save you now," He said, raising one hand above his head as Homura readied for another barrage of attacks. However, at the last second, a bolt of electricity flew forward from the shadows and knocked the kunais out of Kaito's hand as they harmlessly clattered to the ground.

"What-?" Kaito started to reach for his sword before a dark figure emerged between him and Homura, blocking Kaito's path.

"That won't be necessary, Kaito. This wasn't her doing." The cloaked figure answered as everyone stood completely stunned once they realized who it was in the light. "It was mine."

It was Fade. And he was holding the skylight activator.