"My parents are getting suspicious." Sayaka Miki looked up at the stars from her perch on the tower. "They've started asking me why I stay out so late." She turned her head to look at the other girl seated nearby.

"So what're you telling them?" Kyouko Sakura bit into a piece of toffee, crunching it as she made eye contact with her... girlfriend was still such a weird word to think. But it was the only one that summed up what she and Sayaka had together. One night, that was it. Once night since Sayaka had almost gone off the deep end.

"Studying. I told them I've been meeting up with Madoka and studying." The blue-haired girl sighed a bit, swinging her saber a couple of times to loosen her muscles. "Soon I won't be able to get away with it. When they notice my grades dropping-"

"Tell them you met someone. Parents always go for the romantics." More crunching as Kyouko took another bite. She offered the candy bar to Sayaka. "Bite?"

Sayaka sighed, leaning down to take a smaller piece off. "I don't know if mine will. Just last week I was pining over Kyousuke, but now he's going steady with Hitomi..." She shrugged, leaning against the rail. "Besides, they'd want to meet you, and they'd flip if they found out I was dating a girl."

Kyouko shrugged again, standing as she finished off the candy. She willed her spear into existence and jumped up to the railing. "We'll figure it out. For now, let's go hunt some witches."

The two leaped off of the tower, free-falling for a moment before using their magics to boost themselves forward. They landed lightly on a rooftop and were about to jump again, when a voice spoke from behind them.

"Sakura-san. Miki-san. I wish to speak with you two." They turned to find Homura Akemi standing, arms crossed, behind them. They looked between each other for a moment before Kyouko nodded.

"All right, we're listening."

"While I am... glad, to see you two well, we have very pressing matters at hand. A powerful witch is on its way to attack our city."

"Walpurgis Night," Kyouko supplied, remembering the conversation she'd had with the transfer student. "The witch that doesn't need a labyrinth." She sighed a bit when Homura nodded.

Sayaka frowned, looking from Kyouko to Homura and back again. "Wait, what are you talking about? I thought a witch had to-"

"Walpurgis Night is a more powerful creature than any we've faced so far. Her appearance brings horrible storms. Hurricane winds, floooding rains, thunder to shake the earth. She is due to appear in two days."

"Two days?!" Kyouko shouted, the words echoing off of the buildings around them. "No way, that's too soon!"

"I gave you ample warning, Kyouko Sakura. I said 'in two weeks' time.'" Homura gazed steadily at the redhead, eyes narrowed. "And I need your help. Both of you."

Something about the tone of her voice, the desperity with which she spoke, shook Sayaka. "We'll help," she said. "After all, we're Magical Girls. We can't let some stupid witch destroy our home."

"Very well. If you'll both follow me back to my apartment, we can talk there."

Sayaka looked up at the giant pendulum in Homura's apartment. It shouldn't have been able to fit in the tiny building where Homura resided. This room shouldn't have fit in that building. Something was definitely weird about the transfer student.

The three sat with Kyouko and Sayaka beside each other, facing Homura. The raven-tressed girl lifted a cup to her mouth, sipping the tea within. She set the cup back down before she started speaking. "Walpurgis Night is the most powerful witch in existence right now. Her mere presence is enough to wipe out hundreds of lives. When she arrives here, the city will be put on lockdown. Everyone will be ordered to evacuate their homes and head to shelter for their own safety."

Kyouko scowled. "You still haven't told me how you know all this."

"This won't be the first time I've fought with this witch, Kyouko Sakura. I do hope it will be the last, though."

Kyouko raised an eyebrow, puzzled by this statement, but said nothing. "All right, so what do you want us to do? How can we help?"

"The objectives are simple. Kyouko, you and I will spend tomorrow and part of the next day setting up the field. When the witch shows up, we're going to blow her out of the sky. Sayaka, your job is going to be two-fold. The first is to keep Madoka safely in the shelter. The second is to keep Kyubei away from her, even if it means his death."

Sayaka leaned forward. "All right, I've got it. I'd rather be out there fighting with you two, but I'll do what I'm told. But why? What's Madoka got to do with this? She's not one of us."

"Exactly. Kyubei wishes to turn her, and he'll use Walpurgis Night as the perfect excuse. She has great power, so he's told me. She could destroy this witch, but almost immediately after, she would turn into a worse one, a witch to destroy the world."

Both of the other girls stared at her. Kyouko stood up quickly. "Yeah, and how do you know that, huh?! Did Kyubei tell you that, too, or your so-called 'sources?!'"

Homura looked at her, apathy in her purple eyes. "I know because it's what has happened every time. Every time she turned into a witch or died, and I was forced to live this month over. Forced to kill witches and hope that this time around, we would prevail. I'm done with secrets." She stood. "I have killed both of you more times than I can count, in witch form and in the form you take now. I have watched you both die repeatedly, by my own hand, or by someone else's. None of that matters to me. My wish was to save Madoka from her fate, and if I can't do it, then this-" she pointed to the buckler on her arm- "brings me back to try it again! It's not about you two, or Mami, or the witches or me! It's about Madoka! So, Sayaka Miki, you keep her far away from combat and kill that creature if you see it." She paused, taking a breath. "Do you understand me?"

Kyouko had fallen back into her seat, stunned. Sayaka stared for a moment, trying to understand everything she'd just heard. She opened her mouth, choked on her words, and swallowed. She nodded softly and said, "Yes. I understand. Madoka will be safe."

"Good. Both of you go get some rest."