After the group had all gone through the finer points of the plan, they dispersed. Partially because it was almost time for school to finish and Karasu needed to get back to Kasamino before her parents found out she had ditched class, and Madoka needed to get ready for Sayaka'a funeral with her parents. Tsurara and Chishiki would be staying in a hotel while they stayed in Mitakihara, like Kyoko did before Homura took her in.

The girls left the house while Kyoko went to the fridge to grab a bite to eat. As she took a look, Kyoko made a conscious decision to avoid any chocolate, at least for the time being she would. Taking a packet of sweets, she headed towards Homura's room.

Madoka-san should've finished watching the video by now.

As Kyoko went through rather large house, she noticed how quiet the place was. Kyoko's mood dropped a little. While Homura was never the most talkative person the redhead had met, Kyoko would usually know that the she wasn't alone in the house. Whether it was Homura working over her plans against Walpurgisnacht, or just the sounds of the brunette cleaning and maintaining her weapons. Now however, even though Kyoko knew that Madoka was in the house, the redhead felt a sense of abandonment from Homura's home.

When Kyoko reach the door to the room of her dead friend, the redhead heard a soft sound coming from within. Pressing her ear against the door, Kyoko realised it was the sound of crying. It could only be Madoka who was sobbing within the room.

The redhead figured that this would happen. Madoka Kaname wasn't exactly the toughest person on the planet. Kyoko didn't blame her for crying though. It wasn't every day you find out that someone has been rewinding time over and over for your sake, only to die without warning or goodbye.

I should leave her be.

That's what went through Kyoko's head, but she couldn't bring herself to move away from the door. Her feet remained locked in place it seemed. Instead she found her hand reaching for the handle, and opening the door. It creaked open, revealing Madoka, her head buried in her arms, with the sounds of her crying emanating from her.

Regret washed over Kyoko as she watched the pink haired girl sob near the computer screen. The redhead knew that this was all her fault. Her impulsiveness killed Homura, there was nothing more to it. Kyoko wouldn't blame Madoka if she hated her for it.

Almost without noticing she had done so, Kyoko approached the pinkette.

"Hey, you okay?"

Kyoko knew that was a stupid question to ask. Of course Madoka wasn't okay, but she felt like she needed to ask anyway. What kind of friend would she be if she didn't ask?

Madoka lifted her head from her arms and attempted to wipe away her tears.

"Oh, Kyoko-chan, I didn't know you were here."

The pinkette tried her best to recompose herself but was unable to do so. To know that Homura had spent such a long time trying to save her, and only to die before any kind of goodbye was too much for Madoka to take.

She realised that Kyoko's presence was calming her down a little. The pinkette was able to clear her thoughts when the redhead was with her. Madoka saw Kyoko's handing a few sweets to her.

"Take them, you'll feel better, trust me."

Madoka wiped away the rest of her tears and accepted the sweets. It didn't exactly make the guilty feeling of being a horrible friend go away, but it did ease her up somewhat. As she ate, her body slowly regained its calm state.

Kyoko took a seat next to Madoka.

"Look...I'm sorry. She would still be here if not for me. I-"

Madoka shook her head at Kyoko. She didn't want to the redhead to blame herself about it.

"Don't say sorry, it's okay. I just wish that I knew her better before..." Madoka was unable to finish her sentence.

Kyoko leaned back in her chair as she directed her red eyes to the dimly lit ceiling.

"Homura wasn't exactly the most social person ever. I lived with her and knew next to nothing till I saw this. So don't feel bad about it, okay?"

Madoka nodded. She leaned to the side and rested her head on Kyoko's shoulder. Her eyes closed as Kyoko flinched a little by the physical contact from the pinkette.

"Kyoko-chan...chan, I just rest like this for a bit, please?"

The events of the past few days had worn Madoka out both physically and emotionally. She just wanted to spend some peaceful time with one of the last friends she had left.


Kyoko let her rest on the redhead's shoulder. She had been though a lot lately and now had found out the truth about Homura, so Kyoko figured that Madoka should be allowed a moment to recover.

The pinkette's head felt lighter than Kyoko thought it would be. Her hair hung over Kyoko's shoulder and gave her a sense of comfort. Madoka silently wished she could just stay like this for a long time, just staying close to Kyoko like this. When she finished eating, she stood up.

"I have to go home Kyoko-chan, and get ready for Sayaka-chan's funeral."

"Oh about that, after the funeral, do you want to have one for Homura?"

Madoka's eyes widened in surprise.

"A funeral for Homura-chan? But, we don't have the money to..."

Kyoko waved her off. Of course they didn't have the money to pay for an official funeral, but that doesn't mean they couldn't pay their respects to her. After everything Homura been through, she deserved that at the very least.

"Don't worry your cute little head about it, I'll take care of everything. I'll meet you after Sayaka's funeral okay?"

Madoka nodded. She wondered what Kyoko was going to do, but chose not to question her further as the pinkette turned to leave, but something ended up catching her eye. Something red, right near Homura's bed.

They were glasses, with a red trim around it. Madoka didn't know why, but she felt attracted towards them. Before she knew it, she found herself standing near the small stand that held the glasses.

"What are you looking at?" Kyoko asked as approached Madoka from behind.

Madoka picked up the glasses for Kyoko to see. "These, I don't know why but...I feel like I've seen them before."

Kyoko inspected the glasses in her hands. They couldn't belong to anyone else but Homura. Still, it was difficult to imagine her wearing something like this. The thought of Homura with glasses made Kyoko snicker for a moment. The redhead probably would've laughed for a good five minutes if she ever saw Homura wearing glasses.

"I guess she wore this when she first started trying to save you. Homura did say she was more shy and timid back then."

Madoka noticed something else on the table, a book, or it at least appeared to be one. The two were so fixated on the glasses that they didn't notice the other object until now. Picking it up and opening it, Madoka realised that it was not a book, but a photo album, of all things.

Kyoko and Madoka were both shocked to find the photos within. It contained a picture of Homura, but definitely not the same Homura they knew. The dark haired girl they knew was cold and almost emotionless. She carried a stoic expression most of the time, and never really allowed herself to have fun.

That was not the kind of Homura they saw in the photos. She wore the red trimmed glasses and had her hair braided into twin tails. It was a simple front on shot. Homura stood on what seemed to be the path to school.

Kyoko laughed at the picture. The Homura looked so timid and shy in the photographs. She seemed completely different than the Homura the redhead had partnered up with.

These must be from the earlier timelines...

Various photos of Madoka, Sayaka, Mami and Kyoko were within the album as well. Of course the pinkette and redhead had no recollection of any of these events...but even so, a familiar feeling washed over the two of them as they examined the pictures.

Some of them were group photos, and some only had two or three people in it. Madoka gasped when she saw herself in a familiar outfit. She was in a white and pink frilly dress with white gloves on her hands. She noticed that her red ribbons that made her twin tails were pink as well. There wad also what looked like a pink soul gem underneath her neck. The whole outfit was scarily similar to the pinkette's design of her Mahou Shoujo outfit she had drawn.


"Can't be anyone else, hey you don't look half bad in that."

Madoka blushed at the compliment, though Kyoko didn't see it as she was focused on the photo itself. Homura was in her Mahou Shoujo outfit as Madoka looked like she was forcefully rubbing her cheek against the time traveler. Homura didn't seem to mind it all, in fact she looked like she was enjoying it.

The next photo was one of Kyoko and Homura. The redhead had a part of a pocky in her mouth, while the other end of it was in Homura's mouth. The brunette had a deep blush on her cheeks while Kyoko had a stupid grin on her face.

Ha, if I had tried that on Homura in this timeline, she probably would've broken half the bones in my body.

The next one depicted Mami and Kyoko in casual clothing. They looked like they were at an amusement park.

Madoka's eyes widened at the photo. "Kyoko-chan, did you know Mami-san?"

Kyoko was just as surprised as Madoka at the image.

"Yeah I did. I actually worked with her in Mitakihara for a while, but we had a...well a bit of a falling out."

Madoka chose not to question about the details and turned the page to see the next photo.

This one contained only Kyoko and Madoka, with the latter taking a bite out of a candy bar from the former.

The pinkette blushed from the image, and quickly turned her eyes to the next photo.

The next had Homura giving Sayaka a piggyback ride. Though the dark haired girl looked like she was in pain as she carried Sayaka.

"Oh no, I need to get home." Madoka exclaimed suddenly. She needed to get ready for Sayaka's funeral.

"Alright, I'll meet up with you after the funeral okay?"

"Yeah, see you Kyoko-chan."

The redhead watched Madoka leave the room as she turned her attention to the red trimmed glasses in her hand. Kyoko didn't know what came over her, but she pocketed the glasses. Perhaps she wanted to keep something of Homura to remember her, or maybe she just wanted to keep it as a good luck charm. Whatever the reason she wanted to keep the glasses with her.

The sound of the doorbell shocked Kyoko out of her thoughts. Running to see who it was, the redhead found it was Chishiki. She was in her dark blue military sniper uniform that was her outfit. Her right eye was red, meaning she was using her magic to scan the area.

"Nagai-san? Is there something wrong?"

The sniper smirked. "I was waiting for Kaname-san to leave, you two were alone for quite a while."

Kyoko turned red at what the Mahou Shoujo was implying.

"Hey! We didn't do anything!"

"If you say so." The dark blue haired girl gestured for Kyoko to follow her. "Come, we still have some things to take care of."

"What things?"

Chishiki turned around to look Kyoko in the eye. "Your soul gem's weakened state. We're are going to try and find a way to fix it."

The sniper walked off, and Kyoko followed. They eventually ended up deep within a small forest of trees, a place where no one could see them. Chishiki would be able to sense anyone headed in their direction, so had they had the privacy needed.

"So what are we going to do about my soul gem?" Kyoko asked as she leaned against a tree.

Chishiki summoned her sniper rifle, and took a shot at Kyoko. The magic blast struck the tree truck above Kyoko's head.

"We are going to force your soul gem to its limits, and bring you back to your former strength. So that means, I'll be trying to kill you, Kyoko Sakura."

The redhead just barely transformed in time to bring out her spear to block the incoming bayonet strike.

Sayaka's Funeral

Madoka entered the location of Sayaka Miki's funeral with her parents. The depressed pinkette could see Hitomi with her head down as she entered. Sayaka's death had hit her hard too.

Kyubey landed on Madoka's shoulder out of nowhere, something that wasn't uncommon to the pink eyed girl.

Madoka, you can bring her back if you just made a contract with me.

The words of the manipulative little creature were enough for tears to begin to build up in Madoka's eyes. She wanted to bring Sayaka back, she truly did. The way to revive her childhood friend was sitting right on her shoulder...but she couldn't take the offer. To do so would spit on everything Homura had done. It would be breaking Kyoko's promise to Homura. To become a Mahou Shoujo would also mean death for all of her remaining friends. It was something Madoka could not do, under any circumstance.

She chose not to respond to Kyubey's offer and simply let him sit on her shoulder throughout the funeral, though Madoka was still a little irritated by its presence.

Madoka did not cry as much she expected to. Perhaps it was due to the fact that she had already spilled her tears over Homura just a few hours ago, or perhaps it was because Madoka had accepted the fact that Sayaka Miki, a close friend she had known for many years, was truly gone, and with no way to comeback. At least no way that Madoka could agree to in good conscious.

Kyoko dodged the bayonet of the sniper rifle once again. The redhead had no idea how this was supposed to bring back her lost powers but it worth a shot at least. Chishiki said that Tsurara was guarding the funeral so Kyoko had no reason to worry about Madoka

A magical sniper shot flew past Kyoko's head before seeing the bayonet being brought down on her head. The redhead moved to the side to dodge. She only lost a few strands of her long flowing red hair.

"Not good..." Chishiki muttered to herself.

There was no change in Kyoko's soul gem other than the corruption that slowly took over any soul gem. It wasn't exuding any more power even in this situation. Maybe she needed to try a different tactic.

The sniper dissolved her rifle. "Let's take a break."

The two sat near the base of different trees to rest. Kyoko de transformed and took out a box of Pocky's to eat.

Chishiki simply sat with a contemplating look on her face. If Kyoko Sakura was not a full strength, then the chances of victory became much slimmer. Running was not a good option, considering that if the rumours were to be believed, its destructive power far outmatched any Mahou Shoujo or other Witch that has ever existed.

Even if the following battle ends in failure, we can at least gain valuable experience in fighting Walpurgisnacht.

Her mind was still troubled by the fact that Walpurgisnacht had reappeared. A Witch doesn't terrorise human civilisation for centuries only to up and disappear, then reappear 42 years later. There was more to this than it all seemed.

Chishiki had done her own research on Walpurgisnacht well before she arrived in Kasamino. However she could only find her information in legends and rumours among other Mahou Shoujo. Never had she found anything solid on the all powerful Witch. Her thoughts went to the now deceased girl that left behind piles of information about Walpurgisnacht

Homura Akemi...She fought Walpurgisnacht over and over and still wasn't able to obtain victory. The chances that we gave at winning are slim at best.

Chishiki glanced at Kyoko Sakura who was munching on an apple as the wind around then picked up, causing leaves to move past her.

Kyoko Sakura...she needs to be stronger for our battle, but it seems like increasing stress levels isn't bringing her back to full strength.

Chishiki's yellow eyes blinked at the redhead. She kept her gaze on Kyoko as she ate.

I wonder if she's been weakened because of emotional trauma. Well now would be a good time to ask.


Kyoko looked up from her apple. "What is it Nagai-san?"

"I'm curious, what was your relationship with Homura Akemi?"

Kyoko immediately tensed at the question. Chishiki could see that this was a touchy subject. Already she could tell that they were close on some level.

"Why do you need to know?"

"I'm curious."

Kyoko narrowed her eyes and bit into her apple again, contemplating about what to say. To be honest, she wasn't exactly sure what her relationship with Homura was. Friendship? Companionship? Kyoko wasn't sure, just decided to say what came to mind first.

"She was a very close friend of mine."

Chishiki smirked. "Did you love her?"

Kyoko eyed Chishiki Nagai suspiciously before responding. She closed her eyes and took another bite into her apple.

"I don't think it really matters now."

The sniper could tell that Kyoko's eating had become more forceful. Like she was trying to repress a certain thought. She also took note of Kyoko not answering her question.

"I asked because your loss of powers might be an emotional problem."

"Tch, I already know when and how I lost a part of my powers, but I don't need them."

The last part was of course Kyoko's pride speaking.

Chishiki raised an eyebrow. "So you do know, would you care to elaborate?"

"Why should I do that?"

"I might be able to restore your powers another way, and you know that if we are to so battle with Walpurgisnacht, we all need to be at our best."

Kyoko didn't want to talk about it. She didn't feel comfortable to tell someone she just met. Though redhead knew she had a point, she needed her powers back if they were going to fight Walpurgisnacht. Kyoko couldn't rewind time if she failed. They only had one chance.

Kyoko exhaled. "Fine."

Chishiki smiled and prepared to listen. Kyoko recalled her moments with Mami Tomoe.

"You see...I had another friend, before I became friends with Homura. She and I...well she was like a sister to me."

Kyoko paused for moment as her time with Mami came back to her. The redhead's expression became more somber the longer those thoughts remained in her mind.

"To make a long story short, we worked together in this city, before having a...disagreement, and I haven't been able to use Rosso Phantasma since."

"Rosso Phantasma? Did you name your attacks?"

Kyoko chuckled lightheartedly. "It wasn't my idea, but she insisted I give it a name."

"So what was Rosso Phantasma?"

"It was illusion magic. I could create copies of myself to confuse the enemy."

"That sounds incredibly useful."

"Yeah well, I can't use it ever since my falling out with her."

"Where is she now?"

Silence fell upon them for a few moments. "She's dead as well."

The sniper paused for a moment. "I see, I'm sorry."

Chishiki focused her thoughts about this. The problem was clearly an emotional issue, so forcing her powers back through stress alone wasn't going to cut it. The sniper however, had hit wall concerning Kyoko Sakura's powers. She could see them within her gem, they just needed to be unlocked again. Her thoughts were interrupted by her stomach grumbling. Now wasn't the time to be calculating situations.

"Then I guess we'll have make do with what we have."

Madoka walked away from the funeral with her parents, her eyes staring blankly at whatever was in front of her. Her parents didn't try talking to her now, they knew it wasn't the time. To Madoka, every sound that reached her ears were meaningless noise, all but one sound.

"Hey! Madoka!"

Madoka's eyes immediately focused and searched for the source of the voice. She saw Kyoko approaching her from the side.

Kyoko seemed to be the only bright light left in Madoka's life. She couldn't bear to lose her, not under any circumstance.

"Hi Kyoko-chan."

"You ready to go?"

The pinkette nodded. "Yeah."

Madoka's parents gave each other looks of confusion. Junko was the first of the two to speak.

"Madoka, what is going on?"

The pink haired turned back to face her parents. "I'm sorry mom, but I have to go somewhere for a bit. I'll promise I'll be back before bedtime."

Junko looked sceptical. She eyed Kyoko Sakura for a moment. The mother felt like she was losing touch with her daughter recently, she was obviously worried for Madoka's safety.

"Can't you tell your parents what's going on?"

"I'm sorry, but this is something I can't tell you. I'm really sorry."

Kyoko decided to step in. "Don't worry, I'll keep her safe."

As if to emphasise her point, the redhead brought her hand to Madoka's shoulder and pulled the pinkette closer to Kyoko. The action evoked a small blush on Madoka's cheeks. Something that Junko immediately noticed.

The mother smiled smugly. "Well alright, you two go where you want."

Madoka bowed her head down. "Thank you mom."

The pinkette was glad that no problems were caused with her parents as Kyoko led her to Mitakihara Cemetary.

Tomoshia stared at his wife strangely. "Are you sure about this?"

She nodded with confidence. "Yeah, they are teenagers after all, they should be allowed to have a little fun, and I feel like I can trust that Sakura girl."

"If you say so." Tomoshia was a little unsure, but was willing to trust his wife's judgement.

Stay safe you too.

Mitakihara Cemetery

The sun was setting, and it casted a deep orange glow over the landscape. Kyoko and Madoka passed many gravestones along the resting place of the dead. Madoka would've scared and creeped out had she gone through here alone, but Kyoko was with her, and that made her feel safe. Madoka desperately hoped that Kyoko wouldn't have to join with the other residents in the cemetery any time soon.

Kyoko stopped walking, staring at a particular grave stone. "Here we are."

Madoka turned her head to see the gravestone as a gust of wind flew past them.

The gravestone was plain and simple. Kyoko figured that Homura wouldn't have liked it to be overly complicated. 'Homura Akemi' had been etched into the stone. Just under it was a sentence.

'A grave to honor my friend, the strongest person I've ever met.'

Madoka blinked several times before being able to respond to the sight. She didn't know Kyoko actually made this, or perhaps it was stolen and the redhead just engraved the words into it. " make this?"

Kyoko nodded. "Yeah. I used my magic to do so."

A silent moment passed between them as they stared at the grave. The sun slowly set, and the orange glow became almost red.

Kyoko nudged Madoka's side. "Well, don't you have something to say?"

There wasn't anyone buried near the grave of course, but that didn't matter to them as Madoka took a step forward and inhaled a short breath. She was a little nervous, it was going to be her official apology to Homura.

"Homura-chan...I'm sorry that I didn't know. I'm sorry that I didn't understand, but I hope your doing okay...wherever you are with Sayaka-chan and Mami-san. Please don't worry about me, Kyoko-chan is here with me and she's...she's a great friend."

Madoka did her best to smile brightly at the gravestone.

"So don't worry, because Kyoko-chan is with me, so I know I'll be just fine."

Kyoko felt a little moved by the fact that Madoka put so much faith her. She cracked a smile at her. Kyoko wasn't going to let Madoka or Homura down.

"Kyoko-chan? Don't you want to say something?"

Kyoko nodded and transformed into her Mahou Shoujo outfit. It was what she wore when she first met Homura, and what she wore in Homura's last moments of life.

Summoning a spear in her hand, she threw it in front of the grave, letting it land on its side on top of the place where Homura's body would be.

Kyoko could feel the wind around them subsiding as the sun continued to set, darkening the area.

"You know Homura, out of all the ways things could've turned out, this is by the far the most unlikely scenario."

Kyoko couldn't help but smile.

"Guess you had more of an effect on me than I thought. Hmph, it was nice, to live with some that didn't care for the fact that I was a thief or broke the law. Unless of course I stole from you, then you would kick my ass for it. Heh."

The Mahou Shoujo stuck a pocky in her mouth, the same kind Homura would see Kyoko eating. It was her favorite kind after all.

"I can't really say I knew you well. You did love to keep secrets, but still, I felt like I did know you, from another life or something. Turns out that was true. You suffered so much for Madoka, you tried so hard, and fought so many times..."

Kyoko tried her best hold back her guilt.

"...but then I screwed it all up. I killed you, when I should've been the one to die. I know Madoka doesn't want me to blame myself, and you would probably say something along the lines of 'It's useless to dwell on it now', I know that's exactly what you would say to me."

Kyoko's guilt over Homura's death overpowered her own guilt of the death of her family. Something the redhead didn't think was even possible. Maybe it's because Kyoko was the one who pulled the trigger, killing Homura personally, that caused her to be more guilt ridden of the event.

"Homura, I promised you that I would keep Madoka safe, and that I would take over for you. I know l lie a lot, usually to save my own skin, but I meant my promise to you. I won't let her contract, and I will destroy Walpurgisnacht. So please, just rest, and leave it all to me."

The sun was almost gone, it was time for the two to leave. As they walked off, Madoka grabbed Kyoko's hand, surprising the redhead.

"Say want to get a bite to eat?"

The spear wielder blinked before answering. Coincidentally, her stomach started growling at that moment.

"Sure, I think it'll do us some good."

Spending time with Madoka was exactly what Kyoko needed right now.

Hotel Room

Tsurara lied down on the bed with her arms outstretched, with her head facing the ceiling. She grew more nervous as the day they would do battle with Walpurgisnacht approached.

There were four knocks on the door, and because of that, the sound of the door opening didn't bring out any sort of reaction from white haired girl as she knew it was only Chishiki.

The dark blue haired sniper stepped into the room, carrying some fast food she had bought for them.

"Tsurara-san, I got something for us to eat.


Tsurara didn't move as she continued to stare at the ceiling.

Chishiki walked close to the bed.

"You okay?"

The girl shrugged.

"I don't know, probably not."

"You thinking about Karasu-san again?"

The sniper got a weak nod in response. Chishiki sighed. The ice girl could be blunt about almost anything, but this was something else for her.

"You know you have to tell her at some point, and given that we'll be doing battle with Walpurgisnacht soon, I suggest that you tell her how you feel before it's too late. Oh that reminds me, have you perfected it yet?"

The white haired girl sat up in the bed and transformed into her white kimono. Raising her palm, she focused her magic as much as she could. A bright white light formed in the palm of her hand, and slowly disappeared. It revealed a small ice statue, resembling Karasu, but not quite exactly like her.

"Well, you're getting there." Chishiki commented. It wasn't a perfect replica of the real person, but it was still good. However, Tsurara wanted it to be as good as it could be. She knew she could improve.

The ice girl dispersed the statute into white streams of magic. "When it's perfect, then I'll tell her how I feel."

"She is the whole reason you're here now, but I do I suggest you tell her before the battle with Walpurgisnacht. We'll be lucky if we all even survive."

Tsurara's eyes looked downward as her mind contemplated past events. The girl took some of the fast food and began eating.

"Had Karasu-san not been there that day-"

"You think you would've died? Perhaps, from what Karasu-san has said, your wounds were quite serious. Oh by the way, you never told us who injured you so badly."

Tsurara stopped eating for moment as flashes of a brutal fight in a town visualised within her mind's eye. She remembered how different she was back then. Her rash behaviour and rage almost lead herself to death. She still wondered why she had been spared death.

"It's...not something I like to talk about."

Chishiki shrugged and went straight back to her meal, dropping the subject. They couldn't afford any distractions and had to focus on their current objective. The elimination of Walpurgisnacht.

Mitakihara Middle School, The Next Day

Madoka Kaname walked across the rooftop of her school, and sat down on one of the benches with Hitomi Shizuki. The emerald eyed girl asked to speak with Madoka in private about something important, so they went to the rooftop to talk.

The pinkette sat down with Hitomi, with the former not knowing what to say.

Hitomi cleared her throat. "Madoka-chan...why, why won't you bring Sayaka-chan back?" The green haired figured that it was best to get straight to the point.

"What? W-What are you t-talking about?"

Kyubey made a timely appearance by jumping down in between the two girls. Startling Madoka but Hitomi wasn't fazed by his appearance.

"Why won't you make a contract with Kyubey to bring Sayaka back?"

What Hitomi had said shocked Madoka and froze her to the core.

She...she knew? How? When did this happen?

Her pink eyes darted towards Kyubey and back to the green haired girl. Her shock slowly wore off and allowed herself to calm down.

"I'm, sorry Hitomi-chan...But I can't bring her back."

"Why?! Kyubey said you can! So why won't you?!"

Hitomi could not understand why Madoka wouldn't make a contract. The rich girl wasn't acting like she usually did. She was desperate, she wanted her friend back, and she confused as to why Madoka wouldn't make a contract.

"Please, I thought Sayaka-chan was your best friend, don't you want her back?"

"Hitomi-chan...Please believe me, I do want her back...but I can't make a contract, no, I shouldn't become a Mahou Shoujo...please understand."

Madoka had sworn she wouldn't make a contract, not under any circumstance. However, it hurt the pinkette to see her friend plead desperately for Sayaka to be brought back.

"...fine. If you want willingly bring Sayaka back...then I'll make you."

Hitomi stood up, with Kyubey on her shoulder. She walked around to face Madoka. Kyubey jumped down onto the floor.

"Hitomi Shizuki, what wish will make your soul gem shine?"

Madoka stood up immediately, realising what Hitomi was about to do.

"Wait, you shouldn't do that! Please, it's not worth it!"

The rich girl took in a deep breath.

"I wish fo-"

Hitomi didn't finish her sentence, but instead fell unconscious onto the floor. Standing behind Hitomi, was a familiar girl with bright orange eyes and black hair. She was wearing the Mitakihara Middle School uniform.

"God she was annoying." The girl said while stepping over the body.

Madoka stepped back, her legs shaking at the sight of the girl. The girl that had tried to kill her.

"'re with that girl..."

"Hmm, I didn't introduce myself to you did I? Well then, I guess it couldn't hurt to tell you."

The girl transformed into her black servant like outfit. Her long bright red claws came out of her sleeves.

"I'm second year student, Kirika Kure. Oh, are you surprised I'm a student here? Well I don't really attend here a lot."

Kirika stepped forward toward Madoka until she was standing near the pinkette.

"I'm sorry about this, but what Oriko wants...Oriko gets."

Kirika raised her arm and quickly brought it down. Madoka jumped out of the way in the nick of time. The pinkette reached into her bag and pulled out the gun she had. Madoka pointed it at the red clawed girl, her hands shaking.

Kirika smirked at her. "Oh, I see you have some fight in you, but if you pull that trigger, then you'll alert the whole school."

Madoka knew that she was right. The gun was too loud to use, but the other option was death.

Before Kirika could strike, she suddenly found herself surrounded by ice shards.

"What the hell? Where did these come from?"

The dark haired girl looked up and saw something falling from the sky. Using her claws, she broke through the shards and leaped out of the way. Kirika could hear the sound of ice making contact with the roof. Turning around, she saw that it was the girl with an ice sword.

Before Kirika knew it, she heard the sound of chains and found herself being wrapped around by steel.

Madoka breathed a sigh of relief and lowered her gun. "Kyoko-chan!"

The redhead tightened the spear wrapped around Kirika, causing her halt her struggling. "Hey Madoka-san, sorry about cutting this a little close, had to prepare a few things."

Karasu suddenly landed from the sky, her large black bird-like wings allowed her to land softly while holding onto Chishiki by the waist.

The sniper summoned her rifle and took aim at the girl tied up by Kyoko's spear

"Just give up, you're outnumbered."

Madoka rushed to Kyoko's side. "Kyoko-chan? How did you-"

"Nagai-san sensed that another Mahou Shoujo was near your location, so Tori-san flew us here."

"Flew?" Madoka directed her head and saw that Karasu had large black bird-like wings from her gothic Mahou Shoujo outfit. "Oh wow that's so cool."

Karasu scratched the back of her head as she dissolved the wings. "Heh, thanks. I've only mastered flying recently."

Kyoko turned her attention to Kirika Kure, who was surprisingly calm about her situation.

"Just give it up, you won't ever lay a hand on Madoka-san."

Kirika smirked smugly. "It's not over yet."

Chishiki immediately felt a familiar sense of magical energy near them.

"Everyone, get down!"

It took moment for the words register properly in their minds. Several spheres flew past them and destroyed parts of the fancy fence around the rooftop as they got and down.

Kyoko turned around as saw Oriko at the entrance to the rooftop. All Oriko had to do was pretend that she was going to be a new student to get into the school.

Kyoko coughed from the smoke that the explosions created. "Damn, that was sure to alert the school about this."

Chishiki aimed her rifle at Oriko's soul gem. "Then we better finish this before we're caught."

The sniper fired at the white gem but found that her shot had been deflected by a white barrier of magic Oriko had created.

The future predicting girl fired an explosive sphere straight towards the spear holding Kirika in place. The blast was enough to break and sphere, allowing Kirika to speed to Oriko's side.

"Thank you Oriko."

"No problem." Oriko then took a breath and raised her voice to make herself heard to Madoka.

"Madoka Kaname...this is your final chance, surrender and I will let your friends live."

Madoka raised her voice to the same volume. "No, I won't give up! Homura-chan wouldn't have wanted me to!"

This battle would be Oriko's final chance to kill Madoka Kaname. If she couldn't kill the pinkette here, then she would just have to hope Walpurgisnacht kills her as it destroys Mitakihara city.

"Very well, then die."

A gust of wind blew straight past the flame haired as she stood atop one of the many skyscrapers of Mitakihara city. She smiled at all the bright lights in the city, knowing that it will be reduced to rumble in a matter of hours.

Walpurgisnacht will be here very soon, and I shall see the extent of its powers, even if the Witch is incomplete.

The red and yellow Incubator, Vanbey hopped onto her shoulder. The alien reached into its back and brought out a Grief Seed. The only difference visually that the grey metal parts were golden. The seed itself was black, full of corruption.

"So it is complete?" The girl asked while staring at the Grief Seed the alien held.

"To a degree, this Grief Seed will do what is needed, but will shatter after a single use."

"I see." The orange eyed girl said as she took the Grief Seed to examine it herself. "If all goes use is all I will need."

She turned her head up to the sky and watched the clouds turn dark, signalling Walpurgisnacht's close proximity.

"It won't be long now..."

All six Mahou Shoujo were spread out panting from exhaustion from the battle. Madoka leaned against a part of the fence, gun in hand but it had no ammunition left. She would have to restock at Homura's house.

Kyoko had created a red barrier at the entrance to the rooftop to prevent anyone from steeping in and interrupting the fight.

Things seemed to be at a stalemate at the moment. Oriko was insistent on Madoka's death, and Kirika would always follow the white haired girl wherever she went. Kyoko fought equally as hard to keep Madoka alive.

Karasu turned her head towards the sky and saw that the clouds had become dark and the wind picked up in speed. "Hey guys, wasn't it sunny like, thirty seconds ago?"

Oriko knew that only one entity could change the whether this fast. Walpurgisnacht. It was very close now, there was no time left.

"Kirika, we're leaving." Oriko transformed back into her causal clothing.

The action shocked everyone on the rooftop, including Kirika.

"Are you sure? We can sti-"

"No, it's too late now. Walpurgisnacht is near. We have to leave Mitakihara before you get hurt."

"Okay, if that's what you think is best."

Kirika brushed some dirt off herself and jumped off the rooftop with Oriko.

It took a while for what just happened to register in everyone's minds. Kyoko cocked her head to the side as she lowered her spear.

"Did they just leave?"

Karasu turned her raven claws back to human hands. "Well we drove them back this time as least."

Just then, a siren rang throughout the school, a sound that Madoka recognized.

"That's the evacuation signal!"

"Then we don't have any time left." Karasu said as she sprouted her wings. She couldn't carry four people, she just didn't have the strength to do it. So Madoka would have to be carried by Kyoko.

Chishiki dissolved her rifle. "Kaname-san, are you sure you want to join us in the coming battle. Walpurgisnacht is a very dangerous Witch, do you really want to help?"

Madoka nodded. "Yes, even if I can only take on familiars, I still want to help in any way I can."

"What about your parents? They'll be worried about you."

"I know they will, but even so, I have to help. I don't want to sit on the sidelines anymore."

Inside Madoka was extremely nervous about what she was committing herself to, but she desire to assist in the battle overcame all hesitation on her part. Madoka was not going to just stand by while her friends did all the fighting. She was going to fight with them, whether they liked it or not.

"Umm, what about Hitomi-chan? What should we do?"

Chishiki waved her off. "Don't worry Kaname-san, she's just unconscious. She'll wake up or someone will find her here. She'll be fine."

Kyoko approached the pinkette and turned around. "If that determined to help, then get on my back, don't worry I won't drop you."

"Wait, you mean I have to-"

"Look you'll be fine. You trust me, right?

Madoka gulped and nodded while her face became slightly pink as she wrapped her arms Kyoko's neck. She then preceded to wrap her legs around Kyoko's waist, causing her to blush even more.

"Sakura-san, take Kaname-san back to the armoury to restock on ammunition, we'll finishing setting things up." Chishiki said as Karasu prepared to take flight, though she would be a little slower than usual since she would be carrying two other people.

The black haired girl took off as and flew towards their last location before Chishiki sensed that Madoka was in danger. Kyoko jumped off the rooftop and headed towards Homura's place.

Karasu flew over Mitakihara and dropped the sniper off near a river and realised that there was no one on the streets at all. It seemed like everyone had already began heading towards the city shelter. A good thing for the Mahou Shoujo because now the mortar cannons could be set up in public.

Karasu landed at specific location on the empty streets with Tsurara. What they had to do was set up as many mines as they possibly could before Walpurgisnacht's arrival. They hid the explosives inside an abandoned building for them to be retrieved when the time came. The mines were incredibly sturdy and could go off by a detonator. As the two girls set up the mines, Karasu noticed something white falling from the sky, it was snow.

"Hey look Tsurara-chan, it's snowing."

The ice powered girl stopped what she was doing and looked up at the sky to find that her friend was right.

"Is this Walpurgisnacht's doing?"

"Probably." Karasu just watched the snow fall as her mind went back to certain events that happened years ago. "It was snowing on the day we met wasn't it?"

"It was more like a blizzard." Tsurara responded while setting up another remote detonation mine. A painful memory resurfaced in her mind


A blizzard surrounded Tsuara in every direction. The girl had wounds all over her body. She would've passed out from exhaustion if she wasn't a Mahou Shoujo.

Her soul gem was almost black as she continued to trudge through the think snow and heavy blizzard upon her. Tsurara mumbled to herself as she walked.

"I'll kill you...I'll kill you..."

She didn't know how much time had passed, but Tsurara knew she couldn't stay conscious for very long. Her vision was already blurry, it was hard to see anything in front of her.

It wasn't long she exhaustion finally got the best of her, and she collapsed onto the snow. She believe that this was how she was going to die, trapped under snow and forgotten about by the world.

That until she heard a voice. It was the voice of a girl. The girl was asking if she was alright. As Tsurara lifted her head from the snow, she could see a girl with a bird on her shoulder standing over her.

"Hey are you okay?"

Tsurara was unable to respond to her.

"Mom! Dad! There's here, she needs help!" The girl called out. She inspected the body of the white haired girl, and noticed the soul gem under the neck.

"A soul gem? Oh no." She saw that it was almost black. She knew couldn't leave it like this. The black haired girl reached into her pockets and grabbed a Grief Seed to press against Tsurara's.

By this point, the ice powered girl found her voice. "Who..are you?"

"Oh, you can talk. Well I'm Karasu Tori. It's going to be okay. Just relax."

Tsurara could hear the sound of what she assumed to be Karasu's parents approaching, as the black haired girl quickly buried the Grief Seed in the snow to hide it.

Flashback End

"...I hate snow."

Karasu frowned. "Yeah you told me that a lot, but I don't understand how you can hate snow so much. It's so soft and fun to play with. Not to mention that you can make snow with your powers."

Another mine was set up by the white haired girl. She stared at her palm and imagined herself wielding her signature ice sword she used in combat.

"I admit, these powers have certainly been useful to me wasn't worth what I paid for it."

Karasu decided to drop the subject. The black haired girl didn't want to force her friend to talk about her past if she didn't want to, and now really wasn't to the time to be speaking about such things. Not when Walpurgisnacht was almost upon them.

Madoka now had enough ammunition in her school bag to last a while. Now that the streets were empty, the two had carried out as many RPG's as possible out into the open to use if needed.

The two watched the dark sky, just waiting for Walpurgisnacht to attack at any moment.

"Umm, Kyoko-chan, can I ask you to do something?"

"Huh, that would be what?"

"T-Turn around for a moment." Madoka could feel her face heat up a little as she spoke.

Kyoko raised her eyebrow but decided to comply any. Once the redhead turned around, she felt Madoka's hands on her hair. A few moments later her hair felt...familiar again. After running her hands through it she realised that it had been redone into a ponytail.

"What the, how did you-"

Kyoko turned around and found that Madoka no longer had her twin tail look. The pinkette had a ponytail now like Kyoko. It didn't take long for the redhead to figure out what Madoka had used.

"Did you use your ribbons to do this?"

Madoka's face turned a deep red. "Well, I thought you might like having your ponytail again, and this way, we kinda match in hairstyle."

Kyoko was speechless for a few seconds before smiling. "Thanks...Madoka. I appreciate it."

The redhead was glad to have a ponytail again. The fact that Madoka had given Kyoko one of her ribbons made the redhead's heart accelerate for some reason.

Madoka smiled as tried to calm herself down. "I'm...glad you like it Kyoko-chan."

The pinkette scratched the side of her head before speaking up again. "Umm, you know Kyoko-chan, I thought you were a mean person when we met."

"Hey! Are you insulting me?" Kyoko exclaimed in mock disgust and proceeded to lightly punch Madoka's shoulder.

"But your actually one of nicest people I've ever met."

Kyoko turned slightly pink at the statement. "Err, thanks. Well don't go spreading that around alright. I have a reputation to keep."

"Sure Kyoko-chan!"

It wasn't long before the Kasamino girls met back up with Madoka and Kyoko. The wind was even faster now. Walpurgisnacht was close.

"Hey where's Ko?" Tsurara asked as she looked around for the annoying bird.

Karasu smiled. "I set him out to edge of the city to warn us when Walpurgisnacht gets here."

As if right on cue Ko's voice entered their minds. "Walpurgisnacht is coming, at least I think it is. Would a giant upside down chick attached to gears be Walpurgisnacht?"

Chishiki nodded. "That matches the images Homura Akemi had."

"So this is it, we're really going to fight this thing." Tsurara mumbled as she transformed.

The rest of the Mahou Shoujo transformed as well. Chishiki summoned her rifle. She hoped it wouldn't be the last time she would summon it.

Kyoko formed her spear in hand. This was it, they were going to fight the Witch that even Homura couldn't defeat. Her body shook a little from nervousness but she quickly calmed herself down. Kyoko needed to be completely focused now more than ever.

The plan required the team to force Walpurgisnacht over a mine field, and hopefully that would've enough to weaken and allow the girls to kill it with the combined power of their magic.

Chishiki and Madoka would hang back to kill off familiars and survey the battle field from a distance. Kyoko would've liked it if Madoka could stay by Kyoko's side, but considering her fighting style, it just wasn't safe for the pinkette.

Karasu and Ko were in charge of activating the mortar cannons and machine gun turrets that had been set up in specific locations in Mitakihara.

Kyoko and Tsurara were the ones that would be going head to head against the Witch itself. Their powers were best suited for the job though they both knew that they were not strong enough to take down Walpurgisnacht with just their powers.

A strange sound rang through the air. Chishiki immediately felt the presence of a Witch. A Witch that made every other Witch look weak. It was Walpurgisnacht.

It wasn't as strong as Madoka potential, but it was still enough to send a jolt of fear into Chishiki. Quickly shaking it off, she and other girls saw it. They could see it off in the distance. It looked just like what Ko had described it as. Walpurgisnacht was here. The battle was about to commence.

Authors Note: Sorry about the late update for this. This ended up being way longer than I expected it to be. The chapter was supposed to end at a later part of the story, until I realised that the chapter would've been way too long.

Anyways, hope you enjoyed it and all reviews are appreciated