A/N: Notes are at the bottom of the story. One point for ease of reading though: since Kyubey is meant to be genderless, I've decided to use the genderless pronoun 'they' when referring to… well, them. 'He' and 'it' just don't seem appropriate.

Disclaimer: I don't own Puella Magi Madoka Magica or any of its associated intellectual property. This story is written solely for the purposes of entertainment.

The waves washed calmly upon the beach in the same rhythmical motion they'd been dancing for hundreds and thousands of years. The sea had been here long before she was born and it would still be here long after she is gone. Whether she was there to watch or not, the sea would always keep dancing, lulling people to sleep with its gentle voice. Sleep: that's what she wanted more than anything and it would be hers soon enough.

The water lapped around her ankles, soaking her feet and no doubt ruining her shoes, but such considerations were long past her concern. It just didn't matter. Nothing mattered. Nothing at all, except for her mission, her final burden and heaviest duty.

After taking one last wistful glance at the beach, she began to walk towards the horizon.

She instinctively knew that she had little time left in this world, but nonetheless she checked the soul gem held in the palm of her hand. The gem, once as radiantly azure as the mighty ocean around her, was now an inky blank. Only a few spots of blue remained and these were gradually being overwhelmed one by one, as though they were stars being covered by a cloud. And when all the stars went out…

She wasn't naïve, or at least, she wasn't anymore. She knew what was going to happen as soon as the gem became irredeemably corrupted. That little bastard Kyubey hadn't said a word about the ultimate fate of puella magi when they'd encouraged her to contract. Become a magical girl, they had said, fight witches, be a big damn hero, wish for something you want more than anything and everything could be yours.

But they knew. They knew what was going to happen and yet they happily tossed her to the wolves all the same, just like the thousands, millions of puellae who had come before her. And now Kyubey was nowhere to be seen. They'd presumably got all they wanted out of her. No doubt they were doing something more important like bothering Akemi back in Mitakihara, or maybe they were trying to lure Madoka into the same awful trap that she'd fallen into herself.

Her fist clenched at the thought. Another blue star went out.

At least Madoka hadn't contracted. Akemi had seen to that with almost fanatical devotion. Not for the first time, she wondered what the mysterious girl's deal was, but wading through knee deep water under the dawning sun, she found she no longer cared. She didn't care about a damn thing anymore.

In the end, knowing that her time was coming and that there was nothing she could do to stop it (did she even want to?) she had run away to the coast. The only trace she left behind was in a note she'd left for Madoka. She'd told the pinkette how much she loved her and how special she was, how sorry she was for being a useless friend and begged her, implored her not to make a contract for anything. It was all she could do. She'd never been particularly good at getting out what she wanted to say to people face to face.

Well, none of that mattered now. It was out of her hands. The next face she would see would belong to the one who came to kill her, or worse, would belong to one of her own victims, prey drawn in by the glorious wrongness of a labyrinth like moths to a flame. She could not allow that to happen. She would not have the blood of innocents on her hands. She wouldn't… she wouldn't.

'Can I do this?'

She took another step through the surf and then another. Sand squished beneath her feet and sucked at her boots when she moved on. If she wasn't careful, she might lose her nerve, and she had a long way to go yet. Driven by her purpose and one remaining hope, she kept putting one foot in front of the other.

She was going to drown herself.

She'd never heard of witches living in the water. Perhaps they drowned just as easily as mortals. Perhaps they didn't. But if there was a chance that she could put an end to her own curse before it could cause harm to anyone else, well, wasn't that the right thing to do, the noble thing? That was the sort of thing a hero would do, right? Sacrifice themselves for the good of the world.

If killing herself was all she was good for now, then she would drown with a happy heart in the hopes that she was at the very least taking a little bit of evil out of the world with her.

Another supernova, another blue star gone. She had to hurry. The water only lapped at her hips. There was a long way left to go if she wanted to be sure. With crumbling resolution, the knight ignored her fears and instincts for self-preservation. Step by tortured step, she pressed on, taking strength from the thought of a pink haired girl trapped in a barrier, wide pink eyes starring at the monstrosity of her curse. She had to ensure such a thing could never happen. That was why she had come so far away to die. Akemi would probably kill her before she even got the chance to touch a hair on Madoka's head but she simply couldn't take that risk.

Glancing at her soul gem, she could count the number of blue specks left standing on one hand and have fingers left over. Not yet, just a little more time. Just a little bit more.

It was only then that she remembered she still had a grief seed in her pocket, the spoils of war from her battle in monochrome hell with Elsa Maria. Salvation you could fit in the palm of your hand. Yet holding it by its pointed tip, she refrained from using it. What would be the point anyway? She could save herself now but she would only fall again later. And she might not be brave enough to do this a second time.

With a bitter smile, she drew her hand back and prepared to throw the grief seed as far as she possibly could. This unborn witch would drown with her.

"You know, if there's one thing I hate more than throwing away good food, it's watching people throw their lives away."

Blue stars shimmered but held against the darkness of the night, unwilling to say goodbye just yet. Irrelevant questions popped into her mind: how the hell had Kyoko found her? When had she arrived? How could she possibly not have heard Kyoko following her? Did it even matter?

Still, the wishful girl in her couldn't help but ask "Why are you here?"

"Don't be fucking stupid, kid," Kyoko replied with venom. "I'm here for you."

She wanted to turn around and face her friend, she really, really did, but if she did that she would be lost. "Why?"

"What are you, six? Stop asking why all the time. You know why. And if you even think of throwing that grief seed away, I will make you go fishing for it."

Chastised, she changed her grip on the grief seed, holding it enclosed in the palm of her hand. She placed it over her heart, or rather the place where the pale imitation of a heart continued to beat and pretend at life.

"Do you want it? It's yours if you do."

The sound of sloshing water filled her ears. Kyoko was no doubt making a show of walking furiously through the water. She shouldn't have stopped, but now that she had, and now that she knew that Kyoko was here, she couldn't move.

A rough hand gripped her shoulder and forced her to turn around. Kyoko was clearly pissed off, angrier than she'd ever seen her before. Why though? Couldn't she see that this was for the best?

"If you don't use that grief seed in the next ten seconds, I will make you use it. I am not going to let you… not like Mami. Not again."

Mami, a name from a distant past, one she thought she should know, should remember. But the memories, if memories they were, were hazy and disappeared as soon as she tried to reach them. Whoever she was, she must have meant something to Kyoko once; Kyoko's breath had hitched a little when she spoke Mami's name. She must have been… special.

A pang of jealousy stung her heart. Why did everyone have someone else? Madoka had Akemi now; friend, lover, bodyguard and crazed stalker all rolled into one. Hitomi and Kyousuke were in the midst of a blooming romance so sickeningly sweet it would've made the authors of the sappiest love novels imaginable wretch. She'd thought she and Kyoko were the same once, lone wolves without a pack. But even Kyoko had someone, and even if that someone was dead, wasn't that better than having had nothing and no-one at all?

Another star sought eternal repose in the darkness.

"Just… let me go. I'm not worth saving."

Kyoko's grip on her shoulder tightened enough to cause pain. She leaned her face in closer and stared her deep in the eyes. An unreadable expression crossed the redhead's face. Then Kyoko showed her exactly what she thought of her last words.

With a ferocious headbutt.

"If you ever say that again," Kyoko spat through a grimace, rubbing her forehead, "I really will break your stupid face. Honestly, I don't know what I see in you."

She didn't say anything in response, the pain in her forehead too sharp and surprising to allow her to voice her thoughts. Though if she'd been able to, she would have agreed; she didn't know what Kyoko saw in her.

"Let me tell you what's going to happen," Kyoko continued through gritted teeth. "You're going to use that there grief seed in your hand. If that's not enough to clean your soul gem, you're going to use one of mine until that motherfucking gem of yours sparkles. Then we're going to get out of this fucking freezing ocean, sit on the beach and talk about life for a while. And if you have any other ideas, you can forget 'em. You're doing what I say, kiddo. Got it?"

"We're the same age, you fucking arsehole," she replied, surprising herself. "So stop calling me kid."

Kyoko smiled at her then. Her grins always had a way of looking wicked in some way or another, and now was no exception. But she also seemed… genuinely happy. "That's the Sayaka I remember. No more of this mopey shit, alright? Hell, if helps, swing for me. Hitting stuff always makes me feel better. Go on, I'll give you one free shot." She tapped her cheek and lowered her guard. "One time offer. If you don't take it now, I'll never give you the chance again."

There was something surreal about Kyoko allowing her to hit her. A few days ago, she would have leapt at the chance. Now it just made her want to laugh, but instead she found herself crying. She tried to stop but in no time at all she was sobbing, unable to control the flood of emotion she'd kept at bay behind a dam of nonchalance and white lies for such a long time. She wanted… She wanted…

She wanted to live.

There was no reason for it. After all, this wasn't living. Her soul was trapped in a tiny gem the size of an egg, leaving nothing but a hollow shell playing at life behind. She would never be whole again. But she couldn't let go. The instinct of self-preservation ran too deep, even if there was absolutely nothing of value left to preserve.

One solitary star shone in a murky, black sky. And then the cloud began to lift. The darkness left the soul gem to be absorbed by the grief seed she hadn't even realised she was using.

It wasn't enough to purify the gem completely. Dirty black splotches marred the surface, making it look sickly and mottled, but it was certainly cleaner than it had been a minute ago. And she felt better, just a little. The fatalistic cloud that had encouraged her to walk into the ocean and drown herself began to fade away like the morning dew, though not entirely. She cursed herself for a coward. She'd come this close to doing it.

She only remembered she wasn't alone when Kyoko stepped forward and gently drew her close.

"That's the only intelligent thing you've done all day," she teased, though unable to keep a hint of something else out of her voice. Was it worry? Was it possible that she did actually care? But then, Kyoko must have cared if she was willing to follow her half way across Japan just to save her miserable life. The thought made her feel better, just a little. "Now let it out. Bottling up stuff inside is a sure fire way to get yourself killed in this business."

She didn't know how long she cried for. In truth, she couldn't even put her finger on the individual things that had caused her this much grief anymore. It had started but not ended with Kyousuke, until everything merged into one amorphous blob of misery that had stifled her and brought her to emotional depths lower than she'd thought possible. But tear by tear, she let a little bit of her misery go. Maybe she would feel better once she was done.

Kyoko simply stood there still as a rock throughout. She didn't expect the awkward redhead to offer her any words of false comfort and indeed she gave none. All Kyoko offered her was her presence and her care, two pillars which kept her standing now where otherwise she might have fallen and drowned both literally and metaphorically. Only when her tears began to dry did Kyoko step away. Wordlessly, the redhead took her hand and made her show off her half-dirty soul gem.

"Gonna make it sparkle," Kyoko said, pulling another grief seed from her pocket and tapped it gently against the surface of the gem. Just like before, the seed drew away all the despair that had clouded the gem's shining surface, leaving it cleaner and her feeling better than either of them had been in days.

"Give me your one," Kyoko ordered once she was done, holding out a hand. Wordlessly, she gave her the other spent grief seed. "Better give these to that evil little fucker before something bad happens, eh?" An awkward moment passed which made her wonder if she was meant to answer. But Kyoko continued on. "Well, it's all sparkly and pretty now."

Despite herself, she couldn't resist the opportunity to needle Kyoko a little bit. "Are you hitting on me?"

Kyoko looked taken aback. "What the fuck are you talking about?"

She held up her soul gem, smiling for the first time in ages. "You just said my soul was pretty."

"I guess I did," Kyoko admitted. "Doesn't mean I'm hitting on you though. I'd have to be pretty desperate to tap your fat ass." She let the insult pass. It was actually quite tame by Kyoko's standards. They'd hurled much worse at each other before: swords, spears, occasional bolts of lightning. "Anyway, remember my brilliant plan? Me and you are gonna have a chat about life as soon as we're out of this fucking water. Come on, kiddo."

Kyoko offered a hand.

Sayaka took it.

"I told you not to call me a kid."

"Yeah, yeah, whatever."

They must have made an odd sight: two girls walking out of the sea in peculiar red and blue costumes, holding hands yet trading insults. But no-one was around to see and Sayaka wouldn't have cared even if there had been. This morning had brought her to the brink, but Kyoko had brought her straight back, kicking and screaming but alive. Yet even if she enjoyed the warmth of a hand in her own, she still couldn't kick the feeling that this was all so transient, so temporary. Here today, gone tomorrow. Then once it was gone, she'd be back to finish what she started.

But Kyoko had just called her fat again and this time she wasn't going to take that lying down.

It all seemed so normal and yet not. They spoke as they normally would without even paying lip service to the fact that they were only out here in the first place because Sayaka had just tried to kill herself. It was all so strange. Two weeks ago, Kyoko had battled her in a vicious fight to the death over a goddamn familiar. Now that same girl was the only one keeping her alive.

Life sure was a funny old thing.

When they reached the beach, Kyoko sat in the sand and pulled her boots off, pouring what looked like half of the sea out of them. Sayaka was no better off. She was soaked right through and was uncomfortably aware of how her clothes clung to her like a second skin.

"Next time you're going to off yourself, could you do it someplace drier?" Kyoko asked with her lips clamped around a stick of pocky like it was a cigarette. Sayaka wasn't even sure where it had come from.

Sayaka slumped down onto the sand next to her and started taking off her own shoes. "What difference would that make?"

"Well, I'd look a lot more gallant saving your scrawny hide if I didn't look like I'd just climbed out of the bath for starters."

"Who says you'd even be around to stop me?"

"I do," Kyoko replied, leaning closer with a vicious leer. "I'm always gonna be around to stop you. I'll fucking start stalking you if I have to."

"You sound like the transfer student now."

Kyoko tsked. "She's got the right idea even if she is fucking insane." Kyoko paused and stared out at the ocean, looking like she'd just had an epiphany. When she spoke again, she spoke much more softly. "Homura might be a fruit loop, but then again, she's got something to fight for, someone to stay alive for. And you know what? I've never even seen her soul gem get the tiniest bit dirty. Maybe she's the sanest one out of all of us."

Sayaka looked back out to the sea, feeling rather thoughtful herself. She only turned around when she heard Kyoko take a deep breath.

"Look kid, I'm gonna level with you. You and me, best case scenario, we're gonna be dead in a few years. There's no future for us. Ain't no two ways about it. I've never heard of a puella magi ever living to the age of twenty. Not one. And no-one's gonna even remember our names or know what we did when we kick the bucket. In the end, it'll be like we weren't even here at all."

"What's the point then?" Sayaka asked, not for the first time that day. She'd been asking herself that very same question for days on end.

Kyoko didn't answer straight away. "Ain't no point to anything we do really. But that doesn't mean we're just gonna throw in the towel without a goddamn fight. Fuck the future. We need to live for us, right here, right now, 'cause tomorrow we might end up dead in some witch's belly anyway. Homura's got her little piglet to live for… and I've got you. And so long as I've got you, I can keep going. That's why I'll pull you back every time you fall. So don't you fucking dare pull a stunt like that ever again or I swear to god I will break your legs."

Tears of gratitude welled up in Sayaka's eyes. Their hands met in the sand and their fingers locked together in a grip stronger than adamantium.

"I'll try. I'll live. For you.

She lay broken on the ground, limbs splayed at unnatural angles and her bloodied face hidden by a sheet of dark blue hair, damp from water and blood. She was unmistakably dead. Up above and out of sight, Walpurgisnacht cackled away insanely, delighted by the carnage and devastation she was causing. Kyoko wanted to kill the ugly floating bitch, but her body was just as broken as Sayaka's. The only difference between them was that the blue haired girl's soul gem had been blasted to smithereens by the attack that felled them both. No such luck for Kyoko. She'd headed sideways into the blast while Sayaka had gone in for a full frontal assault. Stupid, stupid girl.

She crawled over to Sayaka's body, dragging herself forward with her broken right arm, ignoring the debilitating pain and pretending that she still had a left arm that she simply didn't want to use. Kyoko knew she was done for, her body broken beyond repair, but she had to see Sayaka's face one last time. But she was so far away. Letting out an agonised scream, she tried to get to her feet, only to find that both her legs were also broken. Collapsing onto her front, Kyoko dug her nails into the ground and bodily dragged herself closer and closer. She had to know, she had to see.

When she was finally close enough, Kyoko reached out with a shaking hand and pulled the limp strands of hair out of the way.

But she wasn't prepared for the blank stare, the empty eyes. It broke her.

"You promised… you promised… you'd live… you fucking liar," she said, her voice a hoarse whisper, cradling Sayaka's cheek with the only hand she had left. Tears rolled down her cheeks, the pain in her heart far surpassing every bodily hurt she had taken in battle. "There's nothing… left… anymore…"

Staring into those soulless, vacant eyes, Kyoko didn't even notice her soul gem break.

.

.

.

She was ever so hungry. Her hunger was eternal and would never, could never be sated. Rearing up, she opened her eyes for the first time and began her search for prey.

If didn't take her long. Her eyes soon alighted on a young girl with pink hair. The girl wandered lost and alone through her labyrinth, her hunting grounds. Her prey stank of innocence. Her mouth contorted into a twisted mockery of a smile, full of savage, pointed fangs.

The pink girl only noticed her once she fell within her shadow. She tasted like fear.

A/N: Thank you for reading. This is my first PMMM fanfiction and I have to say I feel almost intimidated by the some of the quality writing this fandom has to offer. Publishing this sort of feels like I'm punching above my weight. I hope this was acceptable.

Regarding the ending, I'm marginally aware of the existence of Ophelia (Kyoko's witch from Madoka Magica Portable) but I feel she didn't really fit the ending I wanted to write. Hence, why I haven't given her witch a name. I know I've played the pronoun game an awful lot in this (aka used the word 'she' a lot) but it has been for a legitimate reason.

Once again, thanks for reading.