Author's Note:Hello, again, everyone. I apologize for the long gap in updating the chapters, haha, things have just been so busy lately. I know that's not that much of a good excuse, but I really try. I really do. Softball kinda took up most of that time I lost... getting home late and all that crap and barely having enough time to finish my homework. And plus I was kinda having some trouble with the FanFiction site itself- but I'm stupid, so I only recently just figured out that there really was nothing wrong.:P Haha. Silly old me. Well sorry about that rambling. I hope that this chapter makes up for it. And finally because I have never done this before, I'd like to add a disclaimer: For all the previous chapters I have written, and all the ones I will write in the future for any other fanfic, I do not own anything from Puella Magi Madoka Magica or any other anime/manga. It would be nice if I did, though:)

High dive into frozen waves where the past comes back to life

Fight fear for the selfish pain, it was worth it every time

Hold still right before we crash 'cause we both know how this ends

A clock ticks 'til it breaks your glass and I drown in you again

'Cause you are the piece of me I wish I didn't need

Chasing relentlessly, still fight and I don't know why

If our love is tragedy, why are you my remedy?

If our love's insanity, why are you my clarity?

Walk on through a red parade and refuse to make amends

It cuts deep through our ground and makes us forget all common sense

Don't speak as I try to leave 'cause we both know what we'll choose

If you pull then I'll push too deep and I'll fall right back to you

'Cause you are the piece of me I wish I didn't need

Chasing relentlessly, still fight and I don't know why

If our love is tragedy, why are you my remedy?

If our love's insanity, why are you my clarity?

-excerpt from Clarity by Zedd (feat. Foxes)

Chapter 5: Part 1

Sayaka ran through the darkness as she chased the floating blue lights; a mere aquatic colored shadow. A crimson colored blur sided beside her, followed by a deep golden hue as she moved at high speed, racing across the dark labyrinth.

"So!" the red blur called out; Sayaka turning her head to the left and meeting a grinning face, "What's all this that you're telling us about? Aliens? I'd love to kick some extraterrestrial ass."

Sayaka huffed forcefully as she sliced away at a wisp with her sword. "Yeah! That's what Kyubey told us! We thought you guys should know- just in case-" the familiar burst before her, and Sayaka few through the blue mist as she continued running, "you know. Something bad could have happened."

"And we thank you for that, Miki-san," Mami called out. "That would explain quite a few things."

"Like what?" the blunette asked curiously, shining familiars reflected in the concentrated beryl hues of her eyes.

"Well, for instance, the number of familiars. There's so many- but the witch and them live together. With so many minions, I get the feeling this witch may be more powerful than we may think," Mami paused for a moment in the silent darkness, squinting an eye as she took aim and fired at a flying blue sphere, a bright flash of orange coming out the gun's muzzle. Throwing down her used musket Mami leapt up again, continuing her run. "And especially the information about Soul Gems- and what were to happen if they went dark. Whatever occurs, we can't let that happen to us, or other magical girls."

Because Sayaka and Madoka had been in one of the worst hastes of their lives trying to find where Mami, Kyoko, and Homura were before it was too late, the two had refrained from wasting too much time talking about the new magical girl/witch history. Considering the situation we're in, Miki-san and Kaname-san will probably have to elaborate further later. When we get out of this.

Kyoko heard Mami's concluding thought and sent a mental telegram over to the blonde girl as she grinned, baring her abnormally long canines. Don't worry, Mami. I'll make sure we will.

You better, Sakura-san, Mami relayed back with a dab of fake anger in her voice. Because if you don't, I won't be able to make you any of my tiramisu. And it's so delicious too!

The empty hollow only influenced a cackle from the flying redhead, who seemed to be pretty happy despite Mami's mental put down. "Don't remind me! That'll make me want it even more!"

Sayaka laughed. The tension she usually had while fighting witches and familiars had vanished, and the blunette felt quite at ease with the rambunctious Kyoko and mature Mami around. She could do this. She could fight a witch for the first time since her 'death'. And this time she wouldn't have to take fighting by herself by blocking out the pain. The blunette smiled to herself at that as she blew through more familiars, a surging strength emanating from deep inside her as it began to take over. She continued slicing away with vigor as the blue lights fervently danced before her. And it felt like she was dancing too. Her feet moved swiftly over the dark ground, only touching the floor momentarily to allow her to bound back up and continue.

Kyoko watched the white knight with her crimson eyes, excited with how lively the other girl looked. And it was also because she looked pretty sexy at the moment too (yeah yeah!); low-cut armor revealing slight cleavage… short pleated skirt allowing a heavenly glimpse of the blunette's pale thighs... a determined but cute expression on her face as she flew through the air…

"Sayaka!" Kyoko called out, her long muscular legs helping to propel her further and faster as she scooted over to near where the cerulean haired girl was. "I have a feeling you won't need your sword- with boobs like those you could poke an eye out!" the redhead grinned wickedly at her suggestive joke, Sayaka's face flushing a deep red as she took a swipe at the laughing girl next to her. She missed by a hair.

Sayaka continued leaping and bounding as she tried to create some distance between her and Kyoko, whose cackling laughter seemed to follow her no matter where she went. "Sh-shut up, Kyoko! At least I have some! It's better than not having anything, like a certain someone I know." Her blue eyes quickly flicked over to the rowdy girl, but then they turned away again as Sayaka smiled like she had no idea what she was talking about.

"What?!" Kyoko chopped a familiar before her neatly in half with her spear, the weapon almost invisible with the speed of how fast it was accelerating in the redhead's hands. "I have a rack! -It's not as big as your's, but it's there!"

Sayaka dropped back, siding beside Mami. "Yeah. Whatever. Dream on."

Mami laughed at the two as two more muskets appeared in her gloved hands, twin shots sounding at almost exactly the same time as she took out a few more blue orbs. Those two are so cute together, even when they're fighting. Which is pretty much most of the time. "There's no use in arguing," Mami called out to Kyoko, who turned around to look at the blonde gunner with her signature grin attached to her face, "because I beat you both hands down."

"Ah! Mami-san!" Sayaka had a slightly surprised look on her face as her senpai smirked; it was like Sayaka was slowly learning more about the magical girls she had become friends with since she and Madoka got sucked into this dream of a reality. So Mami had a pervy side too? The world is filled with mysteries. Sayaka had just solved one of them. "You traitor!"

The blonde laughed heartily as she leapt forward, taking the lead. "Don't worry, Miki-san. Maybe you'll reach my league one day- maybe," the older girl said calmly. "But we shouldn't be worrying about about that right now."

"Why not?" Sayaka replied with a raised eyebrow. "I'm sure worried about it."

"Because," Mami started with a glance back to her two kohai, "because we should be more worried about that."

"Whoa!" Kyoko and Sayaka both gasped simultaneously, suddenly slowing down as they looked up with matching wide eyes.

The remaining few wisps had flown upward and were hastily exiting the scene through an incredibly large white hole which was careening out of- somewhere? Nowhere? The 'ceiling', maybe? That is, if there even was a ceiling… which wasn't likely.

"Damn!" Kyoko called out with a whistle. "What is that?"

"It looks like a white hole," Sayaka answered, still staring at the gigantor of a gap.

Kyoko whipped her head around brashly, giving Sayaka an agitated glare, and then back towards the thing. "I know what it looks like, but thanks anyways, Captain Obvious." Kyoko carefully made her way over to Mami, almost as if she were stepping on thin ice.
The blonde had her glowing yellow Soul Gem in hand, the object literally just a pulsing golden light shining vibrantly in her gloved palm.

"What do you think it is, Mami?" the redhead managed to whisper.

Sayaka came up silently from the rear, her heart beginning to beat faster. The familiars were gone now, having been enveloped by the looming blank expanse. What was this lonely, monochromatic world of black and white (and a few dots of blue) they had stepped into? Man, now I feel like Alice in Wonderland, Sayaka thought as she stared up at the pallid cavern above them, but instead I fell through the trashcan- not the rabbit hole. Oh how I wish it were the rabbit hole! She squinted in hopeful thought, jumping up and down slightly as she mentally pleaded to no one in particular. The younger girl moved closer to the two magical girls, who were unconsciously side by side, as she peered over their shoulders to see the brightly lit Soul Gem in Mami's hand. "Whoa! It's glowing like crazy." The burning yellow light filled her mind with the possible and most likely thought of what this blank area of white before them was. She stopped, the incredulous idea taking form in her mind- but she didn't have any reason not to believe it. Because it probably was true.

Taking a deep inhale the blunette spoke slowly as she clenched her hand harder around the hilt of her sword; she'd be ready. "It's where the witch is… isn't it?"

That was the only thing that could explain the sudden spike of luminescence that Mami's Soul Gem was experiencing.

Looking up at the hole, Mami yielded to the younger girl's frightful delivery. But Mami wasn't scared. She wasn't alone anymore. And it they happened to not make it out of this bizarre labyrinth alive (which she was definitely hoping wasn't going to occur), at least she would have died among friends. And that was fine with Mami.

The blonde smiled as she closed her fingers around the Soul Gem, little slivers of light escaping from the slits between her half-clothed digits. "I believe you're right, Miki-san."


With a magic-boosted jump, Kyoko leapt from the black, expertly landing on the inside of the white gap. Looking around, the redhead felt her body stiffen, muscles tensing with the thought of knowing she was in close proximity to where ever the witch was located. And it for sure was in here- there was no doubt about that. Where is it? She turned around slowly, her heightened senses from her time as a magical girl aiming to prepare her for the worst.

"Where is it?" a small voice whispered in the veteran's ear, Kyoko jumping in surprise. Ok, so maybe they hadn't prepared her that well.

"OH MY FUCKIN' GOD!" Kyoko expelled forcefully through clenched teeth at the smiling girl behind her. "What the hell do you think you were doing?! That fuckin' scared me, you bitch!"

"Wow," Sayaka grinned with a playful little leap backward, rocking some on her heels, "angry much? I'm just trying to ease the atmosphere, woman."

Kyoko brushed away some invisible dust from her shoulder as she glared at the blunette through burning crimson eyes. "Whatever." Regaining her composure, Kyoko looked down- just in time to see the black hole close; swirling and mixing until it had completely blended into the world of white they were now in. The redhead's eyes widened impressively as she stared at the floor in disbelief. "Oh my God. Where's Mami?!"

"Right behind you, Sakura-san."

Kyoko turned around, stunned to see the friendly smiling face of a girl she knew so well… and one face she didn't.

"Mami-san!" Kyoko heard Sayaka call through the blank air, which was sizzling from the overpowering magical staticity in the atmosphere, "look out!"

The blonde whipped her head around as fast as she could as her heart stopped- a heavy plummeting of something cold unsettled her stomach, for what she thought at the moment would be the last thing she's ever feel as her eyes met the face of her killer. She only had a millisecond to take in the cold emanating from the frightening creature; a humongous scaly snake-like animal, the most prominent feature its scything, blue, flaming eyes, which were even sharper than its stiletto meter long teeth. No- not again-

And then a bright flash of pink tore a path through the lunging creature, sending it reeling back forcefully as it howled in pain, Mami taking the opportunity to raise up her skirt and provide herself with an army's worth of silver muskets.

What… what just happened? Kyoko wondered dazedly as she traced the path of where the light had come from with her narrowed eyes. But there was no one there, and it was not to her surprise- because she already had a feeling of who it was.

"Madoka! You're back!" Sayaka called out to the pinkette, who surprisingly had already made her way over to where the three were closely assembled; the witch looked to be recovering after it had been pierced by Madoka's arrow, so there was still some time. Sayaka pulled out her sword as she glanced at the girl beside her best friend. "And it looks like you brought the transfer student along for the ride too!"

Madoka, who was nodding innocently with a slightly panicked look on her face, was ultimately complemented by the mysterious girl beside her, who only retained an emotionless yet calm composure.

"Yes she did, Sayaka Miki. Now stop talking and start fighting."

The blunette grimaced at the dark haired girl's uncouth words. The witch was getting up now, slick coil after coil of textured skin sprawling in multiple directions as it began to slither towards them yet again; this time a lot angrier than before. "You know what? Fine. You should show some love- I actually was thinking of you, for once."

"Sayaka-chan…" Madoka began as she watched Sayaka head for the creature, sword held close to her side in order to gain speed.

Seeing the younger girl dive blade-first into the monstrous creature, Kyoko felt a twinge of excitement in her gut, and headed after Sayaka.

"Kyoko-chan!" Madoka tried reaching out her hand, as if to stop the fearless redhead. But of course no one can stop Kyoko Sakura because she's a force of nature. To do so would be physically impossible. No brainer there, Madoka. The pinkette timidly turned around, expecting to find Homura standing by her while giving the reckless Kyoko and Sayaka a violet, neglecting stare. She was greeted by Mami instead. "...Homura-chan?"

A loud explosion sounded through the nebulous white, prompting Madoka to jump slightly. Since when did she…?

"Looks like Akemi-san started without you, Kaname-san," Mami smiled slyly as she nodded over to the girl, ebony hair flying behind her like a trail of darkness as she repeatedly 'teleported' and barricaded the reptilian witch with various kinds of grenades. Walking a few steps forward Mami raised her musket and pulled the trigger, hitting the witch directly in the side and creating a gaping hole, blue colored blood leaking out the wound.

"Eeewww!"

Madoka watched Sayaka leap back in disgust, the slimy liquid covering her in numerous places. "Mami-san! Be careful where you shoot that thing! -I've got a bunch of icky crap on me now…"

Madoka giggled as she glanced at the smiling Mami, another silver rifle in her gloved hand. "Let's join them, Kaname-san. It looks like this witch isn't going to be too much of a problem, with the five of us."

After Mami left to aid the others, the pink eyed girl was left standing alone in the endless patch of white, watching the four others shoot and slice, their faces the perfect description of determination. And at that moment, Madoka felt something she thought she'd never feel. Something she'd only heard about from Homura, telling her about all those times when she faced becoming the thing she feared. Even though she didn't remember any of those previous timelines at all, Madoka knew that this tightening in her bones and hardening of her spirit was that foreign something called 'bravery'. And she was strong now- she could be strong now- because of them. Her friends. Homura and Sayaka and Mami and Kyoko. And if they were by her side, she was positive she could continue living this way, despite the drastic changes issued by her wish.

Making sure everyone was out of her line of range, Madoka inhaled slowly as she pulled on the string of her rose bow, arms taught as she extended them farther apart. The uprising swell in her chest was subtly put to rest as she exhaled, the quiet hiss of air the only sound in her mind as she focused her vision on her target and released her fingered grip, sending the blazing pink arrow flying.


"Take that!" the redhead precisely announced, swiftly beheading the one-headed hydra. (I know. Lots of heads.) The severed creature's cranium reluctantly fell as the long body turned limp, falling onto its scaled side. The glowing and once fierce blue of the serpentine eyes stared vacantly as it rested on the white floor, which was now bathed in scattered pools of indigo blood.

Twirling her spear in one hand, Kyoko halted the hard metal behind the nape of her neck and grinned proudly at the other four. "See that, Mami? I told ya I'd make sure we got out alive. And I kept my promise."

"Um… Kyoko?" Sayaka began hesitantly.

The crimson eyed girl reflexively whipped around in question. "Now what, Sayaka?"

The younger girl was insistently pointing a finger at the body of the now dead witch. "I don't think we're getting out alive just yet…"

Following the blunette's finger, Kyoko was shocked to see the silvery figure lying on the ground begin to turn black, expanding dangerously.

Sayaka remembered what was happening; she'd heard about this before from someone. From Kyubey. Aw shit. "Guys, we've gotta move! It's gonna blow!" She gave a sudden turn and grabbed a baffled Madoka's hand, the small girl quickly frowning slightly with the insistent squish of witch blood from Sayaka's gloved hand in her own. When a witch is killed, their energy quickly expands- much like that to the similarity of a bursting star- and contracts to form a Grief Seed…

"What's goin' on?!" Kyoko demanded as she ran up beside the retreating Sayaka and Madoka, Mami and Homura not far behind.

"It's gonna turn into a Grief Seed- but first it's gonna blow!"

The ruby eyed girl turned around to see the pitch black, now shapeless composure of dark energy that was continuing to grow at an alarming rate- and would soon stop. The witch's decomposed form was beginning to spasm now. Oh fuck- there isn't enough time to get out of here!

Suddenly Kyoko's eyes shot open wide as she stopped running after the others' futile attempt of escape. "Hey! Sayaka! We're never gonna make it out of here in time!"

The blunette halted, turning back as her own worried gaze met the redhead's. She's right…

There's not enough time to get out of here… but maybe I can stop us from getting killed. Kyoko faced the violently vibrating dark shape, eyes narrowing until all that remained in her vision was the deadly focus. "Everyone! Get close to me- I have an idea!" Raising up her spear, Kyoko forced a thick layer of red, chain-like barrier to appear in front of her, the others relatively close as they tried making their way back.

A deafening kind of boom echoed throughout the colorless nowhere as the dark energy of the dead witch consequently erupted, sending the five magical girls flying back some feet. Kyoko tumbled backward, rolling over herself a few times. Quickly she tightened her grip around the long spear in her hand and thrust her arm down, planting the sharp metal edge into the ground. She needed to concentrate on keeping the barrier up before worst came to worst. She felt coursing magic surge through her as she focused on the crimson wall, glimpsing the black remains of the witch through the checkerboard-like gaps. She knew what was about to happen next; this happened every time a star exploded. It was going to try to suck them in. Hopefully the barrier would work. If her magic would hold up for that long.

The swirling mass of stygian matter was throbbing now, churning and pulsing as it began spinning faster and faster; just as quick as it had pushed them away, it was now trying to pull them in.

Kyoko's grip tightened in her hand as she reversed and got sucked backward, catching fractured glimpses of the others engaging in the same painful, tumultuous movement. The five continued rolling back on bent limbs and disorderly bumping into one another uncontrollably until they were stopped by a hard surface; Kyoko's barrier, the only thing keeping them from joining with the whirling continuity of dark energy. The redhead tried turning her head, straining her muscles as she moved against the extremely strong magnetic force. Luckily the crimson eyed girl's forcefield had been long enough to stop the other four from getting sucked in, and luckily they had been close enough to the veteran that she could tell them she had an idea. The excruciating pain of being pushed against a flat surface was almost unbearable in those few seconds that seemed to last an eternity; and the shortness of breath, crushing of lungs, and all-over sensation of being sandwiched wasn't helping either.

The bone-breaking feeling ended relatively quickly, and with a small popping of the ears, the rushing hiss of wind ceased as the five girls fell to the ground. The danger was over now.

Kyoko eased as she lay on the floor, panting wildly because of the lack of air in her deflated lungs; the witch had momentarily took in quite a handful of oxygen, leaving the girls with hardly any. Gathering herself and dissolving the shield, the redhead looked around to find her companions beside her in similar shape, and a small black object sticking up out of the ground. "Hey. Look."

Homura was (of course) helping a shaky Madoka up, and she turned to look in the direction of Kyoko's gesture as she watched the red haired girl advance and pick up the object.

"It's the Grief Seed." Kyoko tossed it into the air, and when the little pointy orb began falling, briskly snatched it as it came back down.

"Don't play with it," Homura stated as she walked over to the unruly veteran.

"Hey, nothing's gonna happen! We defeated that stupid witch."

"Yeah!"

The redhead was welcomed by a smiling Sayaka and the two jumped up into the air, hands meeting in a loud clap that echoed throughout the white labyrinth, which in turn began to fade. The very background warped and wiggled until it was no more and normality returned; the five magical girls now finding themselves standing in the middle of the alley.

Stepping forward, Mami was lifted slightly off the ground as she transformed back into her school uniform with a small flash of light, and landed back down on careful toes. It was dark in the alley now; the sun had already set, and a silver semi-circle of a moon was now hanging in the night sky, casting dark shadows in the already poorly lit alley. "It looks like we were in there for at least a few hours," Mami began as she stared at the gracious orb hanging over them with eyes that seemed to swallow the lunar shine, trying to take in all the light they could. "Sakura-san," she motioned to the redhead, who at the moment was giving an embarrassed Sayaka a noogie, and who was already in her own Mitakihara uniform, "bring the Grief Seed over here."

The rowdy girl skittered over to Mami's outheld hand, placing the black pin-pointed object in her senpai's open palm.

"We need to split this evenly; I don't doubt we used a lot of magic in there." The blonde laughed; a short, melodic chuckle that seemed to amplify as it bounced off of the dark brick walls surrounding them. "After all, this was all our first time fighting since our deaths and such, isn't it?" There was a melancholy smile on her beautiful face for a second, but quickly vanished as she turned to Madoka, who jumped back a little in surprise. "Thank you for saving me back there, Kaname-san."

The smaller girl smiled sweetly, the gentle moonlight bathing her face and enhancing her cute pink features. "No problem, Mami-san. I'm just glad me and Homura-chan made it in time to save you."

"Were you scared?" Sayaka asked the pinkette as she leaned forward, the five had absently made a little circle now, their solitary chat confined in the dank walls of the witch's alley.

"A little…" the pink eyed girl grabbed Homura's hand and smiled. "But not anymore." I've got all of you now. So why should I be scared?

The moving scene was uncharacteristically interrupted by a shallow cough, initiated by the blushing time traveler as she looked away. "...Um… the Grief Seed?"

Mami's eyes widened at the reminder and she nodded her head in agreement as another smile split her face, a thought crossing her mind for a moment. Aha, Akemi-san's a slight tsundere, isn't she? Cute! The busty girl extended her hand, which held the Grief Seed, into the middle of the ring. Four other hands reached out, each pocketing their own Soul Gem as Mami also pulled out hers.

Placing their Soul Gems to the black object in the middle, it was easy to see dark clouds flow from the colorful orbs to the centrifugal seed in the middle.

"You're lucky," a voice sounded through the silent alley, the five girls turning to see you-know-who. He was standing in the entrance, a long and frightening shadow seeping from the bottom of his padded feet and mixing with the rest of the ebony clothing the bricked walls and cement floor.

Huh? Kyubey? Madoka's rosy eyes found the alien, who had begun walking towards the confused group of uniformed girls.

"You're lucky. That witch was pretty powerful- but of course it was easy for you. You're a group of five." He stopped near Sayaka's feet. "Don't worry. I'm not judging you. I just came to see how everything turned out." He looked up at Mami, who stood directly across from the little alien. "You did well. And that witch you just killed coincidentally was enough to clean most of the dark accumulating in your Soul Gems. So congratulations."

Sayaka frowned. "Seriously? That's all you're gonna say? No 'I have a creepy-evil-sinister plan for you that I have been plotting since forever and 'forgot' to mention up until just now?'"

"Nope. I would say I am sincerely happy for you. If I had e-"

"If you had emotions," the blunette finished, closing her hand around her recently cleansed Soul Gem and returning it to its ring form.

"Yes."

Five simultaneous sighs sounded at roughly the same time, but it was nonetheless too soon.

"But I have to tell you something."

Kyoko moved towards the creature as she narrowed her eyes. "Didn't ya just say you weren't gonna tell us anything that made us feel like the entire fate of the world rested in our hands?"

"Actually, I forgot to mention this. Until now."

Nailed it, Sayaka broadcast to the others, receiving fragmented snickers and giggles.

"Walpurgisnacht is coming."

Silence was the only thing occupying the dark alley. No one dared to speak as the five girls stared reminiscently at the grinning white alien before them.

Homura flinched, blinking her way out of her laconic daze as Madoka tightened her grip on the time traveler's hand. "Wait…" Homura was confused. What was going on? What did Kyubey mean? She was there- had been there- at the Walpurgisnacht invasion when she again had almost died, until Madoka saved her. After Madoka made her wish. "Isn't Walpurgisnacht dead?" The dark haired girl felt the warmth in her hand disappear as Madoka released her manual hold, Homura's violet stare turning to the pinkette who was slowly taking a step backward. "Madoka? Is there… is there something you're not telling us?"

"Well…" The small girl looked down at her loafered feet and shuffled uncomfortably. All eyes were on the pink haired magical girl. "Well… I didn't think it would matter if I didn't tell you, because it- it just didn't seem important at the time… I-I thought everything would turn out alright, but I guess not…"

"Kaname-san," Mami stepped in, landing a firm golden stare on the young girl who simply looked up, almost pleadingly, "it's alright. Just tell us what happened."

Madoka took a deep breath, preparing herself to tell the truth. She had to. Of course now there was no point in further hiding, was there? Especially seeing where things had wound up. "A-After I made my wish, Walpurgisnacht just- disappeared. I-I never destroyed her. She never existed."

Still more silence as the nervous girl felt blank stares coming from her befuddled companions.

"It's because after Madoka's wish, none of the witches ever existed," Kyubey jumped in.

"Yes. Thank you for clarifying what Madoka already did five seconds ago," Sayaka sarcastically announced to the alien who was clearly ignoring her rude remarks.

"Which also explains why you're still alive, Mami Tomoe, because Charlotte was just a magical girl who never became a witch- therefore, she never 'killed' you. And Sayaka," he swiveled his white head towards the blunette, "were never cursed with becoming a witch either. So you never died, and neither did Kyoko; all after Madoka's wish. Hence, here you all are still alive. And hence, Walpurgisnacht as well."

"Wait," Kyoko interrupted with a slight wave of her hand, her peircing red eyes on the devious creature below, "so if Walpurgis never existed- why did ya say she's coming? Ya know- if she never existed? Or doesn't exist?"

"That's the problem." Kyubey looked down at the dimly lit cement as if he'd find the answer to the frightening situation in one of the many scattered cracks that pieced together the dirty ground. "The most powerful witch that we presently know of still exists- obviously in this new universe Madoka's wish has created, Walpurgisnacht has been reborn as the most powerful of us Incubators' enemies. And I have been informed that she is coming- the exact time is uncertain- but have come to tell you, hoping to see you alive after your first battle with this new witch you have previously defeated moments ago. And amazingly you are."

"And what does that have to do with us?" Homura bluntly stated, turning her shoulder to the creature still smiling at the quintet. This creature can't be trusted. I wonder what he could be up to now?

"I believe you five have the potential to stop Walpurgisnacht. And my race would be greatly indebted to you if you would do the honor of finishing the task. Of course, when the time comes. Don't worry- Walpurgisnacht isn't here just yet. There's still enough time to prepare yourselves and adapt to everything."

Mami stood silently in thought, trying to put together her knowledge of what Kyubey had just said and her knowledge of the previous history/universe that had 'magically' (haha, stupid pun, I know…) been transformed into this complicated present. "Well, we're magical girls. It's our job, isn't it?" The blonde excused herself from the one-sided conversation with a soft nudge of her shoulder, breaking through the circle and walking towards the alley entrance. Turning around with a smile dabbed by touches of faint moonlight, Mami spoke. "You can look forward to us helping, Kyubey."

A-Are you sure, Mami-san? Madoka asked telepathically as she stood, eyebrows pinched together in a worried look on her cute face. You're not mad at me for not telling you all the truth before?

Of course not, Kaname-san, Mami replied, I understand that you did not want to worry us. And this is our job- She paused. This is our duty. And we must continue fighting until the very end. The older girl turned her head towards Kyoko. "Sakura-san, I would also like to thank you for keeping your promise earlier. I have some tiramisu that I owe you."

"Haha, sure thing, Mami!" the ponytailed girl rubbed back of her neck, laughing.

"Would you still like to enjoy it today? I would love to make it for you if you'd like to come over to my place."

"Are ya sure? I mean, it looks pretty late n' all."

"Oh yeah," Madoka piped up, it seems the previous heaviness of the former situation had been dropped for the time being, all thanks to the hospitality of a certain blonde-headed magical girl, "I think I'd better get going home too… my parents are probably wondering where I am and like Kyoko-chan said, it is getting pretty late…"

"No."

The pinkette was stopped in her tracks from the abrupt word that came out of the smiling blonde's mouth at the entrance. She stared at her senpai, confused. From what Madoka knew, Mami had never been one to act negatively. She was always the mature, strong, and delightfully cheerful upperclassman, and Madoka respected her. But even now, the small girl could feel the slight edge in Mami's voice, the firm command refraining her from taking another step.

"This isn't the time for that." Mami closed her eyes for a moment and took an inhale of cold but refreshing Mitakihara air, and opened them up once again as she faced the other girls with an iron stare. "We just killed that witch. Together. We can't just forget about that milestone in our magical girl careers, can't we?"

Kyoko simply shook her head questioningly to herself as she looked on at her close friend standing alone farther out in the dark alleyway. Where are you going with this, Mami?

"Kaname-san? Miki-san?"

The two straightened up suddenly at the mention of their surnames, and responded in sync with twin right-handed salutes. "Y-Yes, Mami-san?!"

"Would you two mind calling your parents? Tell them that you were at a friend's house and didn't realize how late it was getting; and that they'd asked you to stay for the night so that you wouldn't have to go home at this hour."

Madoka dropped her hand as she stared out in bewilderment at the smiling senpai, her jaw falling, only to feel Sayaka's warm fingers at the bottom of her chin, pushing it back up and into place. "M-Mami-san…"

"It's a special occasion! Don't look so surprised Kaname-san, I don't mean anything negative by it. I only want to celebrate with friends, if that's alright with you." Mami knelt down a little as she welcomed the little white creature flitting towards her and held out her arm, Kyubey agilely scaling the uniformed height to take a comfortable seat on her shoulder. "So right after you make that call, you two, we've got some shopping to do-curry party at my place tonight!" the blonde finished with an endearing smile, soothing Madoka's wracked nerves some, and began to head out as Kyoko swiftly followed with Homura not too far behind. of course those two didn't need to call their parents- Kyoko's had died, sadly, and it was a mystery if the emotionless time traveler possessed any herself. But just as expected, no one ever dared to ask that personal question. So the job of asking their parents for permission to stay over at a friend's house was dutifully left to Sayaka and Madoka, who were hurriedly busy pressing away their home phone numbers on their cell phone's miniscule buttons, hoping the other three would at least stay close enough behind to not leave them in the alley alone.

"W-Wait, Mami-san!" Madoka cried, wavering a hand wildly through the air as she held up the phone to her ear with the other. Sayaka did the same as she maniacally scurried out of the dark shadows and leaned down to pick up her's and Madoka's schoolbags with one hand, cell in the other. "Mami-san!" the pinkette repeated loudly again with a following moan, quickly succumbing to silence as she heard someone pick up on the other end and moved on to making up the story Mami had told her earlier to recite to her parents. The pink eyed girl's eyes widened as she saw Sayaka hobble away around the corner of the alley carrying their schoolbags, and her heartbeat picked up speed as she made a dash to follow, not wanting to be alone in the creepy place.

But still, there was something about this mischievous excitement she had never felt before- just like Madoka remembered earlier that sudden surge of courage she experienced in the witch's lair, this was a new feeling as well. Madoka was a good girl; she never stole, never cheated, never lied. Ok, well, that's a lie right there. Being a magical girl had of course caused her to fib a little… just a little… and yeah, she was doing it again right now. But something told her that Mami was right, that this was a night to spend with friends; her family could never touch bases with her on matters like this how Sayaka and Homura and the others did. It was important to make time for her friends, especially if they had just accomplished something totally awesome together. And they cared about her, cared for her, in a way some other people couldn't.

Magical girl relationships? The thought briefly flew through Madoka's occupied mind as she smiled to herself. Maybe that's what Kyubey was talking about.

Madoka rounded the brick corner and turned her head to see the four other girls heading back the way they had come, the girl reflexively pivoting her feet and making after them, phone still to her ear as she listened to her mom rattle off some regulations to spending the night over at Mami's house; surprisingly, the woman had agreed. Probably because she thought that Madoka was the same perfect daughter who always followed the rules, always did what she was told. And never lied. Don't forget the lying part. But recently Madoka was realizing she was more than just what other people told her, what she herself always thought she was. Madoka was more. Much more. And she couldn't wait to figure out just who she was and what else she was capable of (other than what weirdo Kyubey told her) with her friends there, with these other girls who fought by her side.

"Come on, Madoka! We're heading to the store!" Sayaka called out to the dwindling girl behind them.

"Coming!" Madoka answered, forcing her legs to move faster as she found herself flying down the sidewalk.

Author's Note: Well, there it is. Hopefully to your pleasure, I have already begun writing the next half of the chapter. Yes. The curry party at Mami's house.:D Honestly, I really wish that there was a scene like that in the anime itself- or the manga for that matter. So I thought it would be nice to fluff things up a bit by adding a cute little thing in there to balance out with all the blood-gushing and witch-killing and stupid 'Why does Walpurgisnacht have to return?!' stuff. But that's how the story escalates, right? Something bad HAS to happen. That's all I'm gonna say. Everyone needs a sleepover at Mami's house after running in the heat of battle. Who knows what kind of events will unfold there?