Part 6. Walpurgisnacht. It all hits the fan in this chapter, folks. I suppose that I don't need to mention it, considering, but be aware that this chapter contains multiple character deaths.

I don't own Puella Magi Madoka Magica or any of the associated characters.

Sayaka and Madoka shivered, clutching one anothers' hands tighter. They had followed the three Puella Magi at a distance, and as though in a dream entered into a twisting hallway with a black-and-white checkerboard patterned floor. They saw, far up a flight of stairs, the three enter a door.

Madoka looked very nervous, and glanced to her blue-haired friend.

"I ... are you .. sure this is a good idea?"

"No," Sayaka admitted, "but I ... I can't stay away. I ... I have to be here. To make sure Kyouko is okay. I ... don't you feel the same way for Homura-chan?"

"Yeah. But ... I'm scared, too."

Sayaka grinned slightly.

"It'll be okay. We've got Mami, Kyouko, and Homura all looking out for us."

Madoka nodded, smiling thinly. They followed, running up the stairs, then went through the door.

To find themselves coming out in what seemed to be a reproduction of Mitakihara Town ... but in ruins. They were in a ground-level parking lot that had been built tucked in underneath the overhanging building. It was some measure of shelter, and appeared stable.

"Girls? What are you doing here?"

The blond Puella Magi jogged over to them. Apparently they were not entirely hidden.

"This is dangerous. A witch's barrier is no place for a normal person, and Walpurgisnacht is no ordinary witch."

"But ... we couldn't stay away," insisted Sayaka.

"Please ... don't tell Homura or Kyouko-chan that we're here," added Madoka.

She frowned.

"Okay. I suppose. But stay here, you will be safe."

"Mami!" Homura shouted.

Mami hesitated one moment, glancing at the two girls to be sure they were safe, before turning. She gasped as a wave of force impacted her. She made a feeble effort to dodge to one side, to form a musket to counter Walpurgisnacht's dangerous attack. But it was too late. Madoka and Sayaka watched in utter horror as Mami fell to her knees with a disturbingly liquid gurgling sound, and with a spray of gore her torso fell forward, while her legs folded back onto themselves, becoming a disturbing pile of yellow skirt, boots, and innards.

Madoka fell to her hands and knees, retching. Sayaka was unable to tear her gaze from Mami's remains. The air before them rippled, and abruptly the air pressure seemed to drop. They felt Walpurgisnacht's presence rushing away from them, and either horribly or mercifully the parts that had once been Mami were carried away by it.

Sayaka blinked, and was about to turn back to Madoka, when suddenly she heard an all-too familiar voice cry out. She screamed in horror as she saw Kyouko flung backwards in the air, impacting a building hard enough to crack its surface. She slid slowly down to the ground, a trail of blood behind her. She reached the bottom, slumped over, and lay very still.

Unthinking, more terrified of the implications than of being harmed, she ran. Ran out into the open, toward where Kyouko lay, a pool of blood spreading out beneath her.

She heard Homura shout something, but didn't care. Kyouko was ... was she dead? If so Sayaka didn't care what happened to her. She would not leave Kyouko, and was more terrified of losing her than of dying herself.

She dropped to her knees, her legs, stockings, and the hem of her skirt becoming red with blood.

"Ky .. Kyouko. God .. Kyouko ... don't ... don't leave me. Oh God ... don't leave me!"

A faint groan escaped Kyouko's lips, and her eyes fluttered open.

"Moron," she muttered.

"You ... you're alive!"

"The fuck are you here?"

Slowly, Kyouko pulled herself up with Sayaka's help, grimacing in agony. She leaned against the wall behind her, finding that this was the only way she could remain in a seated position.

"I ... couldn't ... couldn't leave you."

"I told you not to do this. You never fucking listen to me."

They felt a sudden increase in air pressure, and Sayaka gasped. She looked down at Kyouko.

"I guess ... I guess this is it. At least ... we won't die alone."

"Yeah ... what a fucking romantic way to go," Kyouko spat.

Then, they felt something ... change. It was ... a surge of energy, followed by a flash of pink light.

"Madoka," Sayaka muttered, and the two girls turned.

From the shadows, where the two girls had been, stepped a pink-haired girl, dressed in a frilly pink outfit and carrying a large bow topped by what appeared to be a blooming rose. Her eyes were filled with tears, and she trembled in some mixture of horror, anger, and raw power.

They saw Homura ... and Sayaka suddenly knew everything would work out. Madoka ... she had made a wish! She was now a Puella Magi ... and even the normal Sayaka could feel the raw magical energy radiating from the pink girl as she strode forward.

So why did Homura drop to her knees, with a cry that was soul-crushing in its horror? Had Walpurgisnacht hit her in an attack? Was Madoka too late?

Kyouko clasped Sayaka's hand, and the two briefly glanced at each other, before turning to watch the unfolding scene. Madoka stopped in front of Homura, who looked up at her with wide, glazed, tear-filled eyes. Their hands clasped, fingers interlocking, and Madoka pulled Homura up to her feet. For a moment it seemed that they would remain there, a tableau of love and strength defiant against the raw evil power of Walpurgisnacht. But in the next moment they vanished.

Sayaka and Kyouko looked up at the looming bulk of Walpurgisnacht, its turning gears grinding, its vast wings fluttering in the still air. They saw a flash of pink, a flash of purple, heard gunshots, followed by multiple massive explosions. Walpurgisnacht became blurred, obscured by smoke and haze ... before the form ripped into two pieces followed by a powerful shock-wave that was felt rather than heard.

Sayaka and Kyouko felt sudden joy and relief, and Sayaka even managed a weak cheer of victory. But the feeling was short-lived. Homura and Madoka did not reappear. Where were they ... why did they not join them? They realized with a shock that something was ... wrong.

Sayaka groaned, collapsing into Kyouko's weak grasp, as they heard a gunshot followed by a tortured scream of horror and frustration. Neither one spoke, but they knew, somehow, that Madoka's life had just ended.

They looked up as they heard footsteps approach. It was Homura, covered in dust and blood, her eyes weary.

"I've failed again."

"Again?" Kyouko frowned. "You owe me an explanation anyway. A real one this time."

Sayaka turned her head, still clinging to Kyouko, to look up at Homura through her tear-blurred eyes.

"True. I did say I'd explain it all, didn't I? I'm from a different time-line My wish was to redo my meeting with Madoka, and protect her."

"Time-line? You ... you can ... travel through time?"

"Yes."

"So, this was all for Madoka's benefit. You never cared about me, or Sayaka." Kyouko's voice was weary, her physical pain and emotional exhaustion evident.

"Whenever Sayaka made a wish, she failed. She's too weak to be a Puella Magi. You arrive too late, and though you always fall in love with Sayaka, you are never able to stop her falling. She always becomes a witch. That hurts Madoka, or even kills her."

"So ... you thought to remove Sayaka from the equation. Bring me here early, make me fall in love in time to save her from her fate."

"Right."

"How ... do I become a witch," asked Sayaka, voice uncertain.

"A soul gem is exactly that. It isn't the source of your power as a Puella Magi. It is you. It houses your soul. And when a soul gem, in other words your soul, becomes tainted beyond repair, it turns into a grief seed. You turn into a witch. That's Kyuubey's big secret. He creates Puella Magi to fight witches, but witches are fallen, or rather matured, Puella Magi in the first place."

Kyouko and Sayaka were stunned into silence. Mami ... Madoka ... to lose them so suddenly ... and to learn everything they had been feeling had been ... engineered. And Kyouko ... was she ... was she doomed?

Homura turned. A sound, like gears grinding together, was heard, and a part of space began to glow, then open into a long tunnel. She stopped before entering, and turned back to face the two.

"I apologize. You two have never survived this far. I don't know if you will continue to exist or not, when I go back. This time-line may continue or ... simply cease to exist."

"You ... better hope it ceases to exist. I ever see you again ... I'll kill you."

"For what? Bringing you two together? Some gratitude. Besides ... next time I see you, you won't remember any of this. I won't try this particular gambit again, so you're more likely to try to kill Sayaka than me. Maybe I should let you do it. It might actually make it easier to save Madoka."

Kyouko started to stand, her intentions toward Homura dark ... but her pain was too great, and Sayaka refused to release her. Kyouko groaned, allowing herself to return to a sitting position. Sayaka sobbed, clutching Kyouko even tighter.

Homura flicked her hair back with her hand, sighed, and stepped into the tunnel without another word. The space behind her shimmered a moment, then the tunnel simply disappeared.

"Oh ... oh God ... I ... will we ... will we ..."

She was in tears. Kyouko groaned in pain once more, but held Sayaka tight.

"I love you, Sayaka."

If they were going to flicker out of existence, she wanted that said, one last time at least.

"Love ... love you too ..."

Both took deep breaths, closing their eyes ... holding the other close, their lips grazing against each others' ... fearful ... not certain what would happen.

After a moment, they broke the kiss. Around them, Walpurgisnacht's barrier was breaking down. The real city began to reappear. Damaged, but less so than the horrific ruin that the barrier had represented. A few people milled about in confusion, slowly fading Witch's Kisses on their necks, foreheads, or lips.

"We ... we're still here," said Sayaka in surprise.

"Yeah. Looks like."

Kyouko groaned, and allowed her street clothes to reappear. Keeping hold of Sayaka with one arm, she reached into a pocket of her sweater with her free hand, bringing out a grief seed.

"Sayaka ... I am ... close. I feel ... my soul gem is really bad. I don't know if I can ... stay conscious long enough to clean it."

"But ... that means ... you would .. become a witch?"

"Yeah, if Homura's not lying. I ... I dunno if I can do this. If I .. pass out ... you gotta clean my soul gem."

She nodded, and took the grief seed from Kyouko's open hand.

Kyouko grimaced in agony as the ring transformed. The soul gem was almost purple-brown with taint. Its surface was still smooth, intact, but even Sayaka could sense the pressure, the tension. She looked at Kyouko, seeing her eyes roll backward, her eyelids flutter closed. Her hand fell into her lap, the soul gem rolling partly off of her palm.

Sayaka came close to panic, but was able to keep her head long enough to take Kyouko's soul gem, and to touch the grief seed to it. Relief flooded over her as the dark black smoke within began to seep out and into the grief seed. In a matter of moments, the gem was once more clear red, shining and pulsing with positive energy.

"Love? Kyouko?"

"Hmmm?"

"It's ... you are better now."

"Mmmm. Yeah."

Kyouko's eyes opened slowly. They were glazed and unfocused, but she appeared to be free from pain.

"Damn ... Homura ... wasn't lying. I guess ... soul gems are exactly that."

Sayaka smiled, though tears continued to stream down her cheek. She placed the soul gem back into Kyouko's hand, and it returned to its ring form.

"I ... we are ... I will never leave you, Kyouko."

"I told you that already. We ... made it through Walpurgisnacht ... somehow. You're mine now, like ... forever. Better get used to that now."

Sayaka smiled, even laughing through her tears, before wrapping her arms around Kyouko's neck.

How amazing. I did not expect that you would survive. I suppose that this is now your territory, Kyouko.

Neither girl looked up, simply not wanting to acknowledge Kyuubey's existence. Not for the moment at least.

Well, Miki Sayaka. I think you have the potential to be a Puella Magi. If you ever feel that Kyouko needs help, and you want to fulfil one wish of your own, then make a contract with me. I'll be waiting.

Both girls glared at the white and red creature, who simply turned, and pranced away unseen by any other than themselves.

The two girls held each other in silence for several long moments.

"Now what?" asked Sayaka.

"Now? Hell if I know."

Sayaka smiled, a weak but genuine expression, and she gazed into Kyouko's eyes.

"But," Kyouko continued, "at least we will never be alone again."

The End

A/N: This story is over. Thank you to all of you who read, reviewed, and/or favorited this story. I neither could nor would have been able to finish writing this story without your support.

Having set up this situation, essentially spinning off an alternate universe for these two, I found myself creating a sequel scenario. I am in the process of writing this out, and determining if it is worth inflicting fanfic net with the result.