Mahou Shoujo Magi Madoka

Kyouko Sakura Fic

"Drowning"

Disclaimer: I do not own Puella Magi or any of its characters. All of that good credit goes to its creators and anyone else who helped create the series.

Keep in mind this is just another alternate timeline or something, creative licensing to make a situation where witches still exist, and Kyouko survived killing Oktavia. Quite possibly, I will explain how Homura had helped her instead of merely taking Madoka and escaping.

Minor note to anyone reading, that some parts of this fic, which would include the first fight Kyouko and Sayaka get into, the interaction in the Sakura Church, and the train/subway station scene up to the Oktavia fight are recaps of exactly what happened in the anime series. Just with extra things because it's concentrating on Kyouko instead of everyone. Everything else is, well, yeah.

What happened? Where did all of this go wrong, not just for her, but for everyone else? It's funny. A lot of the time, you never figure it all out, for better or for worse, until the moments leading up to your death. You figure it all out, and then they have to put you in the ground.

"That's pretty messed up you know." She said, looking up at the sky as if she were talking to someone up there. Maybe she was. The wind blew from the bridge she sat on, blowing her long red hair every which way. Lifting her hand, she kept it out of her face, staring at the cloudy skies with a melancholy gaze, before lowering it to the waves below. The wind was making the water rock so much that it was pretty much almost white-capping. What, was He having as bad a day as she was? Or was He aware of what she was thinking of? Reflecting about? She knew she shouldn't be dwelling on the past like this, but she couldn't help it. She was, and she couldn't stop it now. Not now that her head was spiraling into some dark memory lane. Everything was clearer to her now, and it couldn't have been a worse time to do it.

Mitakihara Town. The hell was she even doing here? She'd come here from Kasamino City, and for really just one reason. Mami Tomoe had passed away recently. Kyuubey relayed the details already. Killed by Charlotte, in a moment of not paying attention. Maybe she should have felt an inkling of regret for her former mentor's death, and maybe she did, but she quickly let it go. Now she was here, and now she wanted to take Mami's old turf, this city.

Kyouko stared out at the span of the large neighboring city from where she sat at the top of the radio tower. It was a dangerous place to sit, but since when did she ever care about things like that? She huffed as she took a bite of the taiyaki in her hand as she registered what the strange looking white creature told her, seated on the rail next to her.

"What! Tch, already claimed eh? I don't care. I'll just have to get rid of her, won't I?" Kyouko said, frowning as she stared at the skyscrapers. She didn't care if some other puella had already staked a new claim on this city. She wanted it, and if she wanted it, she was taking it by force if she had to.

She'd watched the girl for a little bit, observing how she fought before actually taking her on. Hm. This girl…Swinging around her rapiers, she was all justice and flowing cape, nothing special. What was she trying to do, entertain children? Kyouko leaned against the railing of the tall apartment building, watching the slightly younger girl walk into the witch's layer with Kyuubey on her shoulder. She scowled, a stick of pocky hanging from her mouth. This girl was nothing more than a baka, some moron driven on the false illusion of keeping up the justice and saving the weak. Where had she seen that one before? Forget it. I'll find her soon though. I'll end her so called reign soon enough.

Eventually she did. Following her and her little pink haired friend into a familiar's barrier, she had cut them off. Dammit, that moron was about to kill a damned familiar, not a witch. What a waste of energy.

"Are you saying we should just watch the witches kill people!" Sayaka shouted. Ugh. Pain in the ass.

"You have some really messed up ideas kid." Kyouko said as she chewed on her taiyaki, blatantly ignoring looking at her. "Haven't you ever heard of the food chain? You should've learned it in school. Witches eat weak humans. Then we eat those witches. It's a law of nature. Just the order of things." Kyouko walked right up to her, causing her to frown and start stepping back away from her. But she didn't stop walking. A barrier began to form behind her, cutting the pink haired girl from trying to help her. Kyouko was intent on starting a fight, right here and right now.

"You-You're…" Kyouko leaned in closer, cutting her off. "Wait, don't tell me you're going to give me that line of crap about helping people and justice. Is that really why you contracted with him?"

"What are you trying to say!" Sayaka finally moved to attack Kyouko. With a smirk, she merely adjusted her spear, and the sword harmlessly came into contact with the spear.

"Give it a rest kid." Kyouko said, an almost tired and solemn look on her face. Why didn't she? Kyouko had put such ideas to rest years ago, hadn't she? But the girl still pushed on. Literally. She was pushing her blade against the spear, not doing any damage at all, not even budging Kyouko's spear. Kyouko sighed, taking a bite of her food. Stopping, her eyes fell to the girl.

"You think you're just playing around, don't you? What a nuisance." Kyouko pushed back, easily sending her flying off. That was when things were getting serious then. Her spear broke into its chained segments, and her opponent was sent flying backwards, breaking one of the water pipes in the alleyway they were standing in.

"Now go cool your heels somewhere." Turning, she moved to leave. She was tired of this, she didn't want to fight her simply because the girl just…Sayaka just disgusted her. But she could tell. It wasn't over. She stopped walking, eyes shut and voice curt. "I don't get it. That should have put you out of action for months." Kyouko glanced at Kyuubey and Madoka. Healing abilities. That explained it.

"Who the hell would listen to you? If it wasn't for people like you, Mami would-"

"You tick me off." Kyouko said simply, not even letting the Sayaka finish. She turned on the spot, lifting her arm and getting into a more ready position to fight. If this girl really wanted a fight, she was sure starting one. She watched a soft blue light glow around her as her wounds began to heal. So that was her special ability. Like Kyuubey said, supernatural regeneration abilities. "What the heck's your problem anyways? That's not how you talk to your seniors."

"Shut up!" Sayaka took one step towards Kyouko. That was all it took. Kyouko's spear broke apart again, as she began throwing attacks at her repeatedly, not letting up to let the girl recover. Oh, if she wanted to die here, Kyouko would be glad to grant it. The spear instantly snapped back into one as she used it to easily block Sayaka's incoming rapier. "Who do you think you're talking to like that?"

Kyouko ignored the girl and Kyuubey nearby, focused on beating Sayaka's ass, basically. The spear dislodged, the chained segments wrapping around her body tightly and allowing Kyouko to toss her right into the wall. Sayaka's body hit the pipes along the walls painfully before she hit the ground, and Kyouko stopped for a moment, her spear segments floating around her. She wasn't a foe to underestimate. Did Sayaka even understand that, or was her head too dense to get that too? "You don't get it when I tell you; you don't get it when I beat it into you…" Kyouko's frown disappeared into a smirk, and her weapon made a loud noise as it snapped back together. "I guess I'll just have to kill ya!" Spinning the spear, she charged right at Sayaka. Time for the full offensive. She was going to take this girl down, if that's what it took. Her spear point aimed to stab whatever part of Sayaka she could get to head on, but the point of the sword suddenly struck the spearhead, stopping her assault. Ugh, what!

"I won't lose!" Sayaka shouted as she stood to her feet, a spark lightning up between the sword and spear points. This girl was tough. Kyouko would give her that much. "I can't lose!" She added, a look of confidence in her frustrated face. She thrust her blade forward, only to have it parried by the spear again. Kyouko jumped back, aided by the extending spear she was suddenly using as a javelin. She flew down towards her target, the spear's head increasing in size massively before crashing into the ground, barely missing its target, but leaving behind a nice crater. The fight continued, both girls relentless. Neither would let up. Sayaka charged, and Kyouko blocked, then returned aggression.

"It can't be stopped. Neither will back down." Kyuubey was speaking to Madoka. Still stuck behind the barrier, she was unable to help her friend at all, or stop the fight.

"Only another magical girl could get between them." Was that runt trying to talk the extra girl into becoming one of them? "But you could do that. If you really wanted to."

Meanwhile, Kyouko and Sayaka fought on, not deterred. Kyouko was beginning to feel the intent to kill coming from her too. Good. This fight was getting interesting. But she wasn't getting any better. It was a little bit disappointing really, Sayaka bit off more than she could chew. The spear broke apart, chains coming behind Sayaka's legs and pulling, wrapping around them and forcing her onto her knees as her sword fell from the sky, jamming itself right into the ground next to Sayaka. Her balance threw off, the blue haired magical girl fell to her side, grimacing.

"You're finished!" Kyouko announced, standing with excellent balance on the handle of her enlarged spear, as her main spear's segments flowed through the air around with a strange kind of menacing elegance. The large spear disappeared as she leaped into the air, and she spun, snapping her spear together as one as she drove it towards the ground, towards Sayaka.

Something happened. What? Kyouko's spear crashed into the ground. Harmlessly, several feet behind Sayaka. What! She turned her gaze, spotting someone between her and her foe.

"You…what the hell are you doing!" Kyouko shouted, angry. She swung her spear at the dark haired interruption, but…what, how did she get behind her back? Something occurred to her. "Oh…I see, you're that irregular." She stated, staring at Homura. She grinned. "You and that technique…"

"Stay out of my way!" She heard Sayaka speak behind her. Kyouko turned, seeing Sayaka charge at her again. But in the literal blink of an eye, Homura was behind her. Her hand struck the back of Sayaka's neck, knocking her out. What? What the hell was giving her that ability? What was that power?

"Sayaka-chan!" Madoka ran for her friend, worried.

"Don't worry, she's just unconscious." Kyuubey stated. Tch, what was up with that girl's attitude? "What's with you? Whose side are you on?" Kyouko asked.

"I'm an ally to the calm, and an enemy to those who fight for no reason." Homura explained, calm in her voice. "Which are you…Kyouko Sakura?" She added, asking the red head directly. Kyouko glanced at her, frowning.

"Have we met before?" How did she know her name?

"Maybe."

They were having a stare down. Kyouko grimaced, holding her spear behind her neck. "Well it's certainly not like I'm wearing a nametag." Forget this. "I'll be leaving for today."

"A wise decision." Homura stated. Kyouko didn't give her another glance as she jumped, taking her leave.

It wasn't until after that happened that she actually met Homura. Sort of. And agreed. They'd temporarily team up, to beat a strong witch. Walpurgis Night. Hell that to Kyouko was like a catch of the day. Hell they even agreed that little miss justice and swords couldn't handle running this city. Whether she liked it or not, this would be Kyouko's turf now. Homura even agreed she'd handle it, as peacefully as possible. Whatever. Killing her would have just been a pain anyway.

Not that she'd leave her alone. There was something about her daily routine. Not that anyone should question why Kyouko still kept an eye on Sayaka. She liked to stop by the hospital, visiting someone. Some boy. So that was it, huh? It took Sayaka long enough to notice her. God, she was surprised the girl wasn't just dead somewhere already, with that level of attentiveness.

She seemed surprised. Understandable. "What, so you're just gonna go home? After spending all day trying to catch up with him?" She said, butting into her business.

"You…" Well that wasn't an answer.

"I know all about the kid that lives here. He's the reason why you contracted with Kyuubey." Kyouko frowned. "What a waste. You blew your one chance at a miracle on him?"

"You'd never understand!"

"You're the moron who doesn't understand!" Kyouko retorted. "Magic is there for fulfilling your own wishes! If you use it for someone else's sake it never works out right." She paused for a second, and narrowed her eyes. "Didn't Mami Tomoe tell you that?"

Silence. No response except that usual scowl then, eh? "If you're so caught up with making him yours, I've got a better idea. Take that magic you got, and just…"

"What?"

"March right in, smash his hand and his legs so he can never use them again. Make him completely helpless. Then he'll be completely yours. His heart and his body." Kyouko said bluntly, that smug grin on her face. Boy that pushed a button. "If you're too shy to do it, I'd gladly take your place. Just as a favor…to my new colleague. It'll be too easy." She said, leaning forward.

Sayaka grit her teeth, every word Kyouko spouting out pushing her more. "I'll…I'll never forgive you…this time, I'll…"

Hey, whoa, now Skippy. Kyouko smirked. "Why don't we go somewhere else? We wouldn't want to attract attention." She was fine…with another fight. She wanted another fight. Let's see if this girl picked up shit since the last time she nearly killed her, if it weren't for Homura stepping in.

That was how they ended up on the overpass. No one came up here this late at night. "You won't to hold back up here. Let's go all out." This was what she wanted to see. What could Sayaka do if she didn't hold back? If she really wanted to hurt Kyouko? Kyouko held out her hand, her ring glowing before marking her transformation into her puella outfit, as she grabbed a hold of her spear. She waited on Sayaka. But…dammit, that girl again! They argued about how Sayaka shouldn't fight. Great.

"Huh. Birds of a feather annoy me together, eh?" Kyouko stated, pointing her spear at them still.

"Then what would that make your friends?" Kyouko gasped. Homura? "This isn't what we agreed on. I told you not to lay a finger on Sayaka Miki."

"You're too damn lax! Plus, it doesn't matter. She's after me too."

"Then I'll take you on. I won't hold back."

Kyouko frowned. Seriously? "Fine. As soon as I'm done eating."

"Very well." Homura agreed. Sayaka finally spoke up again. "Hey! I'm right here you know!"

Shit hit the fan then, didn't it? Her friend stupidly grabbed the girl's soul gem, and tossed it off the bridge. What just happened! Sayaka fell into her friend's arms, unresponsive. Cursing in her head, Kyouko ran to them, her hand on Sayaka's neck to pull her away from Madoka. But she was…trying to feel for the pulse that wasn't there. Her eyes widened some in surprise. "What's going on here? She's dead!" Putting her down, Madoka began shaking Sayaka, desperate to believe her friend wasn't dead. Kyouko's head was full of questions. Why…

"You!" She said, turning her head to Kyuubey. He launched into explanation. It…it made no sense. What did he mean by controlling their bodies within a range? He wasn't answering her damn questions!

Kyuubey sighed as Madoka begged him to help her. "That isn't Sayaka. That's just an empty husk. The one you threw away just now, that was Sayaka."

What? Kyouko's hand lifted to cover the soul gem embedded in her chest. Kyuubey explained further. Placing their souls…into soul gems. "My job…is to rip out your soul and turn it into a soul gem."

Kyouko felt more anger directed towards the little bastard than she did towards Sayaka when she first saw her. "You son of a-" Kyouko picked Kyuubey up by the scruff of his neck, glaring at him. "Give me a break! You turned us into zombies!" How could she not know that! The little sneak kept it from them! Spare her his excuses; she couldn't…god dammit, what…She suddenly wanted to drive this spear right into his eye. Homura had managed to get the soul gem back to Sayaka, and just like that, she was alive again. So it was true…

Kyouko shook her head. This went against everything…everything that she lived by. Stung deeper than any of the others could have possibly imagined.

Skip past that though. She could get over it. Unlike some others. Sayaka Miki. In her continued observation of the girl, she was just getting worse. She couldn't take that truth, it seemed. Kyouko sat on a nearby apartment balcony, taking a bite out of the apple in her hand as she stared at the window in the distance. She was getting worse, wasn't she? Kyouko stood up, picking up the bag of apples as she took her leave from the balcony, onto the streets with the other usual everyday city citizens. She walked closer to Sayaka's apartment complex and took a seat on the front garden border, sending her thoughts directly to Sayaka. Oh she was sure the girl was having some sort of important self-sulking conversation or thought, but she didn't really care. She wanted to talk about what was going on. Kyouko couldn't really explain herself, or the sudden desire to try and get Sayaka out of her slump. But even the red-haired fighter could see that if this continued…nothing good would come out of it. She was probably being a moron herself for doing it, but she wanted to try and talk Sayaka out of this crap she was still following so firmly behind at the cost of her own sanity.

She was surprised though, when the girl agreed to tag along with her. She expected some sort of argument, or more of a fight, but nope. So Kyouko led her out of the city's bustling streets and more towards the peaceful walk to a broken down old cathedral. She stopped and glanced at it for a moment, before she went to head inside. This place…she went here often to reflect, but it still held…memories for her. There was a loud thud as she kicked the door, causing the already broken hinges to finally give, and the door to fall flat onto the floor inside. It was a wrecked place, full of stained glass and pews. And in front, reachable by a pair of steps, was a large wooden stage, with a single and wide speaking desk. Both girls walked up the steps and stood in front of the desk, as Kyouko remained silent, staring at it. Hmm.

"Why did you bring me here?" There it was, that question. Kyouko turned around, digging out a single apple and tossing it to her. "We have a lot to talk about." She watched as Sayaka caught the apple and stared at it. "Want one?" She asked. Not much point to that, considering she'd already tossed it, but whatever. It wasn't until she tossed the apple to the floor in some sort of stupid defiance, that Kyouko felt a rush of sudden anger hit her. Acting on impulse, she moved forward a couple of bounds, and grabbed her by the collar of her uniform, lifting her into the air a couple of inches. "If you keep wasting food, I'll kill you." She said darkly, looking from the floor, to Sayaka, who near helplessly hung there by Kyouko's powerful grip. She grit her teeth, until the red in her mind faded a little bit. Enough to make her realize what she was doing. Oh dammit…She frowned and dropped Sayaka, her own arms falling to her sides as the girl fell to her hands and knees on the floor. She turned, grabbing the apple Sayaka had thrown, and wiped the dirt onto her jacket. She kept a wary eye on Sayaka as she placed the apple back into the brown bag in her arm and then walked back up the remainder of the steps.

"This used to be my dad's church." Kyouko started. Once she had, she continued, relaying pretty much the story of her father, this church, and what had happened when she was foolish enough to do just what Sayaka had done. Make a wish only for the sake of someone else. That was one of the things that grated on Kyouko's nerves about Sayaka. This girl…reminded her of too much. It was painful to think about sometimes, especially seeing someone else pushing herself down the same destructive road. Was it really so hard to see the good intent on how Kyouko lived her life? She'd lost a family to her mistake. What could Sayaka lose? She could lose anything, she had a lot of things in her life to lose. Friends, family, everything. Kyouko had lost her father to insanity, and soon after, her family to a pointless murder and her father to suicide. She wasn't sure…how much of her story was getting through to Sayaka. Not with that blank stare she was getting the whole time. She was trying to get her point across. Her wish had caused the destruction of a whole family, just about. All because she had made it so blindly, without even thinking of anyone else but trying to help her father. It turned right around, and only ended in pain. Everything that had pushed Kyouko to how she lived now. Selfish, of her own choice, and only fighting for herself. She didn't care about the safety of the public, she was only keeping herself alive from now on. There were a lot of things she'd lost when she made that decision. She lost her friend and her mentor, Tomoe. She lost her family and her ideals she believed in so strongly before. When she lost her ideals, she lost the illusion abilities she once had been able to use.

Being a puella magi…it was like some screwed up exchange. Each beam of hope they prayed for brought about a shadow of despair is cast. That's how the game is played, that's what keeps the world's balance in check. Sayaka…she had to focus on herself now, or it would be too late. Giving her devotion to the safety of others was nice and all, but that wasn't reality.

"I don't get it. You talk about living for your own sake, and here you are worrying about me." Sayaka said quietly, staring at her with skepticism in her face. Kyouko thought about it. "You made the same mistake that I did in the beginning." She said as she pulled out another apple. "You don't need to keep living like this. You'll regret it. You've already paid too much." She spared Sayaka a little smirk and tilted her head. "Why not get some change back?"

Sayaka looked at the floor. "Like you…" She said.

"Yeah. I already know what I'm doing, so I can't just stand by and watch you muddle through."

"I guess I misunderstood you. I'm sorry…I apologize."

Kyouko stared at Sayaka for a moment. She still wore that firm stance expression that she's shown way too many times before. "But I don't regret wishing for someone else's sake. I've decided I'll never regret it. I don't want to make what I felt then a lie. Ever."

Kyouko frowned a bit. "What's with you?"

"I don't think I paid too dearly. This power can do so many amazing things if used the right way." Sayaka said, not letting her side go. "And how did you even get this apple?"

What? "What did you pay the shop?" Sayaka pressed on, asking. Kyouko flinched, looking at the apple in her hand. Eh, what…She opened her mouth to respond, but…nothing. Sayaka frowned, seeming like she knew Kyouko wouldn't be able to tell. "You can't tell me, can you? So I can't eat that apple. I can't even be happy it was offered."

Sayaka turned and started down the stairs. What? Kyouko's grip on the apple tightened as she grit her teeth, feeling anger again. "Moron! We're magical girls! There's no one else we can rely on!" She shouted.

"I'll continue fighting, and following my own path. If I get in your way, you can try to kill me again, but I won't lose…I won't hold it against you." Sayaka chimed calmly, before resuming her stride down the steps, and soon enough through the front door frame. Kyouko trembled with a mixture of anger and frustration. Rather violently, she bit into the apple. Something in her arm wanted to just fling it at the girl before she left; she wanted to scream at her more that she was stupid, and that she'd just meet disaster this way. But…she couldn't do any of that.

"Baka!" Kyouko suddenly shouted, throwing the apple core and further cracking one of the already broken stained glass windows nearby. Turning on the spot, she let her shoe tear a chuck out of the desk nearby. It was old anyway, it wasn't strong. She kicked it again, easily ignoring and avoiding feeling the physical pain of the impact as she attempted to destroy the fixture. That damn idiot! Who does she think she is anyway! She's no smarter than a damned fly for thinking she can just keep doing what she's doing and get out scar-free! She was angry. So her attempt at getting through to Sayaka didn't work. Was that any reason to react so violently? Probably not, but Kyouko must have looked like some little girl throwing a tantrum.

"We're magical girls. There's no one else we can rely on!"

Kyouko stopped, legs giving out somehow as she crumpled to the floor, eyes fixated on the wood. The bag of apples was messily laid on the floor next to her as she sent out another silent curse to the world and slammed her fist into the wooden floor, accomplishing nothing but hurting her hand. She squeezed her eyes shut, shaking her head. "I'm just as big of an idiot…" She muttered. She felt…sad. Why did she feel sad? She wouldn't cry. Kyouko was never an easy crier. Not even when she was younger and saw what had happened to her family. She hadn't found it in herself to cry then either. She wasn't sure what was wrong, but things looked…downhill from here.

It didn't get any easier. Kyouko was forced to witness everything come crashing down too. Sayaka's fight with Elsa Maria was proof enough. She fought head-on, refused to let Kyouko help, and pushed herself way harder than she should have. Her stomach felt unsettled watching the fight. Sayaka's chilling laughter put goose bumps on her arms and neck just hearing it. Kyouko hadn't shown it, merely positioning herself in front of Madoka just in case, but…she felt disturbed. She was refused when she tried to give Sayaka the grief seed she'd earned. She wasn't that melancholy girl from before when they spoke. Not even the justice-bringing heroine. She was just cold. Like she had lost something in her.

Everything happened pretty quickly. Kyuubey informing them in Homura's apartment—you want to talk about a freaky looking yet kinda cool place, that was it—about Sayaka's condition, and what would happen if it worsened. Kyouko had even stopped Homura from trying to kill Sayaka herself. Why did she do this, you may ask? God, like she knew. She didn't know how to help Sayaka, but she knew for a fact she wasn't about to let Homura or anyone else just go and bump her off to fix everything. Dammit, there had to be a better solution than that. There had to be a solution that didn't involve just offing her like she was nobody. What right did any of them have to do something like that?

"Heh. What the hell…" Kyouko shook her head, not even believing it herself. Why the hell was she so worried? She walked down the street, towards the subway station with an unopened chip container in her hand. She was actually looking for her. She wasn't sure what it was she felt a moment ago, but it was something, and she had a sense that it may have had something to do with Sayaka. After her little break down, or whatever the hell that was, in the church the other day, she had barely spoken to Sayaka aside from the grief seed incident and stopping Homura from killing her. She needed to talk to her again, even if it was pointless. Something drove her to keep trying to get to Sayaka. Not knowing what it was bugged her a little bit. Or…having a faint idea, and not wanting to admit it. Ridiculous notions really, that she would be thinking anything like that. Seriously, what the hell was wrong with her anyway?

She headed into the subway station, spotting the girl in question sitting on the bench, staring at the ground. Hm? "Hey. Finally found ya." She said as she took a seat next to Sayaka. Her fingers peeled the cover of the chips back. "How long are you going to keep blowing off your friends?"

"Sorry to bother you." The quieter voice of the other girl bothered Kyouko. She chewed on a chip and opened her eyes as she glanced at her with a raised eyebrow.

"What's wrong? You're not acting like yourself."

"I just don't care anymore. What do I even care about anymore? Who do I want to protect? I don't even know anymore."

"Hey…" Kyouko started, but she stopped when Sayaka moved her hand. What the-! Kyouko's eyes widened some at the sight of the blue soul gem. But…instead of glowing the brilliant blue it should have been, its glow was tainted by spots of black and dark blue, swirling around the middle, threatening to spread and take over what was left of the soul gem's once swimming blue color. Cracks were even beginning to form.

"The balance of hope and despair is always zero. You said so yourself." Sayaka spoke as if none of it even mattered. Kyouko just stared at her. What was she doing, repeating what she had said earlier and applying it to this situation? That's not…what I wanted. "I understand what you meant now. I've saved plenty of people. But in exchange, resentment and pain took root in my heart." A strange smirk spread on her face. "I'm even hurting my dearest friend now."

"Sayaka, are you-!" Kyouko didn't want this at all. No, why did it take her that long to figure it out? Why did she have to figure it out this way! This…

"As much as I wished for the happiness of one…someone else must be equally cursed. That's how the story of a magical girl goes." She tilted her head towards the ceiling.

She turned to look at Kyouko, a tear falling as more tears began to fall from her eyes. "I've been such a fool."

That was the last thing she heard from Sayaka. The second that one single stray tear that barely registered in Kyouko's blank and confused mind hit the soul gem, everything shattered. Kyouko grimaced as the entire area suddenly burst with the energy of a witch. She felt herself lifted from her seat from the force of the blast, her hand grabbing the rail to stop her flight as she screamed out Sayaka's name, not even able to hear herself over the noise. The subway was changing into a barrier already as the soul gem shattered, birthing the grief seed of a newborn witch and then immediately shattering itself. Something raised from the chaos, a huge figure adorning armor and a large sword, a bottom half that resembled the mermaids of fairy tales.

W-what…is that! It was a witch, but where had it come from? She should have already known. She didn't want to know. Kyouko felt the blast die down, and looked around, finding herself standing in the middle of the barrier. She could see her in the distance, Sayaka almost gently flying downwards from the sky. Instantly flaring into her puella outfit, she jumped towards the witch, and the body of Sayaka, intent on getting her and getting out of here. She wound through the path to her, avoiding the falling gears that crashed into the ground around her. Leaping, she let her spear disappear from sight and wrapped her arms around Sayaka, her flight slowing down to a halt in front of the…face, of the witch. "…what the hell?" She murmured, carrying what just felt like dead weight in her arms. Dammit, Sayaka, say something!

"Who the hell are you?" Kyouko said out loud, still staring at the large wavering witch. "What did you do to Sayaka!" She demanded answers, confused still. Wheels and train tracks began sprouting from the floor below, Kyouko careful to avoid both as the wheels exploded on impact.

"Stand back." Homura? Suddenly, she disappeared, and a bomb appeared in front of the witch, exploding. Kyouko opened her eyes, seeing Homura standing in front of her. She extended a hand to Kyouko. "Grab on." A simple request. Kyouko abided, and grabbed her hand. With a strange sound, suddenly, time stopped around them, everything flashing to a gray colorless state.

"If you let go of my hand, you'll be frozen in time as well. Be careful." Frozen in…what! Homura started running, Kyouko following and making sure her grip on Homura's hand was firm enough not to accidentally let go. "What's going on!" She asked, desperate for some answers. "What's that witch!"

"It was Miki Sayaka. Once. Didn't you see it happen yourself?"

Kyouko swallowed her immediate answer and stuck with questions. "Are you running from it?"

"If you don't like that option, toss that hunk of meat aside and we can kill the witch." What was she talking about? Sayaka? Like hell! "Can you do that?"

"You must be kidding!"

"You just get in the way then, in your current state. We're withdrawing for now." Homura stated officially, before a bright light engulfed them both, the barrier itself fading back into reality. Kyouko lowered herself to the ground, letting out a breath and carefully placing Sayaka's body down. She needed a rest. But they had to keep going. Sayaka…Kyouko frowned. Dammit.

"Come on, we need to get out of here." Homura said, gesturing for Kyouko to follow. Frowning at her for a moment, Kyouko lifted the body back up off the ground and followed. She wasn't going to just leave her behind. Dead or not, she didn't deserve that.

"Sayaka-chan!" That was…Madoka's voice. Kyouko spotted her briefly, running towards them, and then averted her gaze to the side, a scowl on her face. Dammit, what could she say?

"Sayaka! What's wrong? Where's her soul gem? What's going on?" God, the questions. Kyouko couldn't say anything. Homura began explaining in her same annoyingly calm tone what had happened. Sayaka's gem had shattered, and it had become a grief seed. It destroyed her soul gem, which meant…Miki Sayaka was dead. Even Kyouko looked surprised. She didn't want to hear it. She already knew it somewhere in the back of her head, but she didn't want…anyone to confirm it. The girl in her arms was never going to open those eyes again. Madoka fell to her knees, denying it right away. Kyouko couldn't say she didn't feel Madoka's pain. She was…wasn't a friend with Sayaka, per say, like Madoka was, but…

"That is the final truth of soul gems. When these gems darken and cloud over, they turn into grief seeds and we are reborn as witches." Homura explained as she held out her open hand, her purple soul gem glowing brightly in the dark of the night.

"That is the inevitable fate of those who have become magical girls."

Kyouko grimaced and looked to the side again. Dammit, she couldn't hear any more of this. She looked down as the roar of the train passing by filled her left ear. Her right ear heard Madoka's please for it not to be true clear as day. She still kept her mouth shut. She couldn't answer that honestly and not…make things worse. Madoka doubled over, trembling as she spoke of her friend, and her honest intentions. Yeah…that was all Sayaka wanted, wasn't it? She just wanted to help people. Look what it got her. Kyouko kneeled, placing Sayaka's body back onto the ground for Madoka. She hugged the lifeless girl, sobbing over her friend's death.

Kyouko spun on the spot she stood on, reaching out as she grabbed Homura by her shirt and held her there. "Who the hell do you think you are?" Kyouko growled. "Are you trying to brag about how much you know?" Homura didn't respond, she merely looked down. Kyouko immediately moved, grabbing her shoulder with her other hand. Dammit! She was going to look her in the damn eye, and she was going to say something. "How can you say all of that like you're proud of yourself! That…That's Sayaka's best friend right there you know?" She said as she turned her head. Madoka had her face hidden from sight, sobbing. It hurt just to look at, to hear even. Kyouko averted her eyes from the scene, looking at the ground. Her hand still gripped Homura's clothes, not letting go.

"You now understand what you aspired to be, do you not? Since you decided to bring the corpse with you, you'll have to dispose of it carefully." Homura stated. Dammit, did she even have a fucking heart! Kyouko let go when Homura brushed her hand away, and she stared at Homura with disdain in her red eyes. "If you leave it somewhere carelessly, it'll be troublesome for you later."

"You call yourself human!" Kyouko shouted, fists clenched. Homura looked at her. "Of course not. And neither are you." And that was the end of that conversation. Kyouko watched her walk away, the sounds of sobbing still heard behind her. Just how much of that could she take? She turned, looking at the body for a moment. That couldn't be it, could it? There had to be…something she could do. She kneeled down again, as Madoka let Sayaka go, still crying her into the back of her hands. "Hey…" Kyouko said. Madoka didn't look at her. She wasn't sure how to take that as a response. "Eh…I'll keep her safe for now, alright?" She said to her, wondering of the girl would allow her to take Sayaka's body away. Madoka stopped for a moment, giving her a brief stare, before nodding, moving back a little bit. She wasn't sure if it was just that it hurt her too much to keep looking at Sayaka, or what. But she didn't need to dwell on reasons. She picked the body up and turned away from Madoka. Right now, she simply couldn't look her in the eye. Something about all of this irked her. She wasn't sure what it was.

A fancy apartment room wasn't normally something someone like Kyouko Sakura could afford with ease. Not that she paid for it. But that was a story for another day, wasn't it? She placed Sayaka on the bed, and took out her soul gem, looking it over for a moment. She was vaguely aware of another presence in the room, but she didn't acknowledge him. Holding out her gem closer to the body, it began to glow and hum.

"Why are you going so far to keep the corpse fresh?" Kyuubey asked. She didn't answer. Instead she turned around and pocketed the gem before taking a seat against the wall and the plastic bags of food products she had, pulling a burger out of the top of one.

"Is there any way to get her soul gem back?"

"Not as far as I know."

Kyouko stopped, and lowered the wrapped up burger, staring at Kyuubey. "So does that mean there are things you don't know, then?" She asked, curious.

"Magical girls defy established logic. I wouldn't be surprised by any absurd things you managed to accomplish."

"So it's possible then."

"It hasn't happened before, so I don't know how you'd go about doing it. Unfortunately, I have no way of advising you on the matter."

"I wouldn't need it anyway." Kyouko said as she peeled back the wrapped around the burger. "Who'd get help from you?" She asked as she ate. Something still ate at her, though. She stared at the dead girl on the bed, thinking. It was a pretty big idea, trying to find her soul gem again and get it back. Some remote chance to bring her back from the dead. It was so unnatural, the idea of just…pulling her right back to life out of the dead. Could she pull off such a feat? Kyouko pushed herself up, brushing her hands off as she walked over to the bed. "I have to." She said simply, Kyuubey long gone already. That little bastard had a weird way of appearing and disappearing like Homura did. They could all go to hell for all she cared. Say what they wanted, but she had to do this. She had to try. There had to be a chance to redeem herself, hadn't there? Redeem her from what? Just…give me some sign you know? That this isn't…my fault." She thought to herself with a slight frown, before sighing and turning away. She needed sleep.

When she called on Madoka the next day, her intentions were clear. She was going to do it. Bring Sayaka back. She waited downtown for Madoka to come along. She knew she'd come, after all. Sure she had school and stuff, but even Madoka knew why Kyouko would bother to contact her at all. The question was really pretty simple. Did she want to save Miki Sayaka? A question worded in such a way that she knew Madoka would say yes to without hesitating. Kyouko mentioned she might have sounded a bit stupid the way she was speaking but…did she really? She felt pretty stupid. She was trying awfully hard to wear out all of their options before she bothered accepting something as simple as 'she's dead.'

So they left. Kyouko could still track the witch's energy, fortunately. Not too much time had passed since the night before, after all. They held some idle chat as she tracked her. Mostly to pass the time or distract, she supposed. It didn't hurt to explain things to Madoka after all. She still wasn't one of the magical girls, but she could know what was going on.

Kyouko stopped and transformed, before sending two spears flying into the graffiti on the floor, a pink heart surrounding the words "Love Me Do." Huh. After making sure Madoka was really sure she wanted to come along, Kyouko swung her spear, the point hitting an invisible space in front of her and creating a tear, before everything around them was engulfed in bright light. When they were able to see clearly again, it looked as if they were standing in the middle of a corridor to some music concert. Concert posters adorned the walls around them. The person in them looked familiar…

Madoka began talking. Something about letting other people do the fighting for her. Kyouko turned, frowning. "Don't take this lightly. Not everyone can do this job."

"But-"

"You can eat good food, you can be around a happy family all the time. If someone who has no qualms about their life became a magical girl just because they felt like it, I'd never forgive them. I'd kick their ass before anything else." Madoka frowned. But Kyouko was dead serious. She didn't look like she was the kind of girl who needed to be thinking about this at all. "Putting your own life in danger should only be done by people who have no other choice. Anyone else is just doing it for fun. They're just messing around."

"I wonder if that's true…" Madoka muttered.

"Someday you may have to fight and put your life on the line, whether you want to or not. Only think about it when that time comes."

"Okay." Madoka nodded. Good, end of discussion then. Kyouko turned back around, walking further down the hall. They pushed the double doors at the end of the corridor. Another hallway. This one had a red carpet, the walls lined with water-resembling screens of music notes that floated within, the backgrounds showing what looked like videos of Sayaka's own life. Kyouko grimaced. "She's noticed us." She said. Just when she had said that, the area began to move, doors opening as they passed through them, as if Sayaka's witch was pulling them into the main room. A music hall. The giant area was filled with musical notes, minions playing violin…a conductor even. Yeah. This was Sayaka's witch they were dealing with. Oktavia von Seckendorff.

"Do it like we planned, okay?" Kyouko said, looking at the witch, but words directed at Madoka. Their plan. Maybe if Madoka tried to talk to Sayaka, she'd hear it. Somewhere in that witch, maybe Sayaka was still alive; maybe she was still able to hear their voices. Madoka would talk, Kyouko would fight Oktavia off best she could. Oktavia seemed to only raise a sword and several giant wheels, to respond to Madoka. Dammit…Kyouko stepped forward as Madoka hesitated, stepping in front of her. "Don't falter. Keep talking to her." She said as she clasped her hands together, then spread her arms out, creating a barrier between Madoka and the fight, and summoning another spear for her to use. Madoka's talking now became background sound for Kyouko as she twirled her spear, standing ready for whatever the witch had to throw at her.

What that happen to be were the multitudes of wheels floating in the air around her. They went swiftly flying right at Kyouko. Grimacing, she swung her spear, letting the weapon take the blunt of the hits and knock them off course as she felt the momentum of the projectiles forcing her to toss her feet here and there just to keep her balance. She lifted the spear horizontally, grabbing onto it and holding it still against a single wheel that struck and grinded against its obstacle. "Ugh…you can only be so difficult, Sayaka!" She shouted, before jerking the spear sideways and forcing the wheel into the ground beside her. She gasped as several more wheels appeared high near the ceiling, and Oktavia ordered them to charge at her. Shit! They came rushing downwards as Kyouko raised her arms, only able to take the damage as they hit her all at once. She could hear Madoka crying out her name with concern, but Kyouko merely pushed one of the wheels off of her and tried to catch her breath, some pain already starting to course through her.

"I'm fine. This ain't nothing. Keep calling…Sayaka." Kyouko managed to say, holding her side. She wouldn't move her hand right away, not while she was standing still and where Madoka could see what was hiding underneath it. A heavy wound that was already trying its hardest to dispel blood past her hand. Immediately, she summoned another barrier to protect Madoka, slamming the end of her spear against the floor. The wheels scattered on the floor lifted themselves into standing positions, and began rolling, tackling her from every angle. Now everything really was becoming just background noise. It was hard to really concentrate, getting battered left and right by these damned things. Sayaka was…really paying her back, wasn't she? She supposed she deserved this, maybe. After all, they tried to kill each other when they met.

What had she said? All the things she had said to Sayaka. She called her weak, said she was just playing a game and didn't know how to play it, basically. Even when Kyouko repeatedly tried to beat sense into her, she got right back up, stood by what she believed in. No doubt, maybe Sayaka was just mad at Kyouko. Mad at everyone. She can't just…simply forgive them all for what happened, where she was now. All Kyouko wanted…was for Sayaka to come back. She felt the impact another wheel strike her, blood leaving her body faster than it should have been as her barrier around Madoka shattered, her own body getting thrown backwards near the pink haired human girl.

When Oktavia reached forward, and snatched Madoka…Kyouko scowled, standing back up as she angrily shouted Sayaka's name. "Sayaka!" In a flash, she jumped into the air, swiping upwards with her spear head, slicing the hand holding Madoka off the arm. She didn't care as the blood of the witch hit her like someone turned a faucet on. "You said you believed you could make people happy with this power!" The only response was the large sword striking the floor, shattering it. Kyouko fell through, Madoka somewhere nearby, unconscious as the large witch floated after them. Kyouko frowned, tiny bubbles lifting to the surface of…whatever she was in. If felt like she was floating in water, yet able to breathe. Drowning, but she wasn't really drowning. No, they were both drowning now, weren't they? Ironic.

I beg you God…my life sucked. Let me have a happy dream, just once…

Homura was there. They all drifted to the supposed floor of this place, as Homura gently grabbed Madoka, making sure she landed safely. Kyouko heard her spear land behind her, and Homura calling out her name.

"Hey."

"Are you…"

"Take care of her." Kyouko said. "I let her go along with my idiocy." There was nothing they could do, was there? Kyuubey was wrong, it was just…hopeless. Sayaka was lost inside of this witch, inside of Oktavia, and there was nothing for her but to kill until she was killed. Kyouko turned to Homura and raised another barrier before the girl could get up. "You don't fight with someone who could put you at a disadvantage, right? It's fine. It's the right choice." She said with a small grin. "Protect the thing you want to protect. Until the end." Unlike her. She failed to do that, horribly, didn't she? "You know…I thought I was doing that all along." She let her hair down, the clip in her hair flying outwards, until she snatched it. She lowered herself down onto her knees and held the clip inside both her hands, in front of her. "Go."

An aura of flames appeared around her. This was the only shot she had left. "I'll take care of her." She said quietly. She wasn't looking at either of them anymore. She was focused. Large spears crashed out of the floor, rising up like bars. More of them lifted underneath her, lifting her own body off the floor as she was now kneeling on a giant spear underneath her.

"Don't worry Sayaka…it's lonely being by yourself. It's fine. I'll stay by your side, Sayaka." She said, out loud. It didn't matter anymore. Her soul gem disappeared from where it had been in her chest, now in the object in her hands as she placed a soft kiss on it, and let it float away from her. A spear appeared in her own hands as she jumped into the air, landing on another spear as she held the point aimed at the soul gem. Energy began to flow around her, but she held strong. After all, it wasn't normal for her to force her own soul gem to shatter, was it? Something in her heart raced knowing that it was all about to end. She never really imagined she'd end up here, about to kill herself for the sake of someone else. Oh wow. She felt an inkling of fear, pretty natural really.

But it never happened. Not here. Everything stopped for just a second, but Kyouko barely noticed it. Kyouko's eyes widened as Homura floated in front of her, grabbing the soul gem out of Kyouko's spear's path, saving it from destruction. "That won't be necessary." She simply said, tossing it back to her. What? Kyouko freed a hand and caught the flying soul gem, staring blankly.

"I thought…"

"Madoka is safe. I came back to help you." She explained, turning to Oktavia. Help her? That didn't really sound like Homura, now, did it? She felt a little bit of relief at realizing what she had just been stopped from doing to herself. But at the same time…something felt wrong.

"Kyouko!" She didn't have time to think about why. Kyouko grimaced as Homura shouted her name, and leaped off the large spear in time to avoid a nasty beating from about three wheels. She was still bleeding massively, but she could hold out until this fight was over. Especially with Homura's still…stupidly skilled abilities. "Keep focused, let's try to finish this as soon as possible."

"You don't have to say it like it doesn't matter." Kyouko said, frowning. Homura paused for a split second, and then looked back at the witch.

"…gomen. But you clearly understand by now…that letting her live isn't the right decision. We can't save her."

"I know that…" Kyouko said.

"Perhaps you're right though…and I'm not about to let your death happen needlessly here." Homura stated. She grabbed Kyouko's wrist and the area flashed to gray, stopping time. She threw an object at Oktavia, and it slowed to a stop mid-flight.

"Get down." Everything resumed its movement, and Kyouko barely had time to gasp and drop to a knee onto the floor. She raised an arm as an explosion rocked the barrier, heat from the bomb hitting Kyouko for a few moments, and the force threatening to throw her off her feet. That was close, but far enough to hurt Oktavia more than them. As if in response, Oktavia raised her sword wielding arm, causing the fallen wheels on the ground around the two girls to pick themselves upright and begin speeding around the ground at all angles.

"I got it!" Kyouko shouted as she slid closer to Homura, swinging out with force to knock the wheels off balance and away from them.

"Can you distract the witch?" Homura asked, glancing at Kyouko. Her hand reached inside of the disk on her wrist. Kyouko smirked at her, a silent assuring answer that she definitely could. She jabbed out with her spear, catching the spokes of an incoming wheel as she begun to spin. Homura jumped upwards to avoid Kyouko as she swung the wheel around to building momentum, and redirected the wheel into the air, flying directly for Oktavia. By the time the witch moved to defend herself, Homura was already pulling out a larger weapon from her time disk.

Bazookas. Why am I not surprised? Kyouko found herself thinking as she watched her. Oktavia blocked the wheel with her arm, and then sent it flying at Homura in attempt to stop her. Kyouko grimaced, spinning her spear before slamming the handle into the ground as hard as she could. A massive spear burst violently from the ground in front of her, the spearhead extending upwards and knocking the flying wheel right off course, sending it flying upwards. Taking the open chance, Homura took aim and fired, the missile whistling from her weapon all the way to Oktavia. The sound of an explosion rang in Kyouko's ears, forcing her to shut her eyes and hesitate as the sound of a shattering barrier followed.

"I'm sorry…Sayaka." Kyouko whispered. The barrier fell apart as Oktavia flailed, the witch dying. What used to be Sayaka. The barrier faded, leaving Homura and Kyouko in the warehouse walkways from before, Madoka lying nearby still unconscious. A grief seed clattered to the floor, in the middle of the graffiti on the floor. 'Love Me Do.'

Homura kneeled and picked the grief seed up, examining it for a moment before standing and turning to Kyouko. She held out her hand, offering it to the red haired puella. "Here…you've exhausted yourself much more than I have." She said, placing it in her hand. Her hand pulled back to brush her own hair back behind her shoulder and she went over to pick Madoka up off the floor. "Will you…be all right?" She asked, glancing back at Kyouko.

Kyouko stared at the grief seed. She tapped it to her soul gem, the power of the seed cleansing the darkened areas of the red gem. She hid the truth behind her focused expression. "Yeah."

It wasn't until the following morning that Kyouko picked up the sense of a certain unwanted visitor in her apartment. Late last night she had taken Sayaka's body out of the apartment, and to the authorities. She told them that she had found her by the railroad tracks. They said they believed her and let her go. Kyouko doubted that they didn't have their suspicions, but oh well. If they wanted to question her, then they would. She wouldn't care, she wasn't the one who killed Sayaka after all.

"What do you want?" She asked, sticking pocky into her mouth as she placed the rest of the box on the table.

"How are you feeling?" Kyuubey asked, seated on Kyouko's bed.

"What do you care?"

"I can't just ask?"

Kyouko frowned, sticking her hands in her pockets.

"Honestly, I didn't expect you to survive." Kyuubey started to say. "Sayaka's witch turned out more powerful than I thought she would."

"Oh, so you didn't, eh?" Kyouko asked, raising an eyebrow.

"Homura stepping in was also an unexpected turn of events, however."

"Careful rat, I'll start thinking you were trying to get rid of me in the first place." Kyouko said coldly. Kyuubey tilted his head to the side a bit.

"I'm afraid I don't understand your hostility."

"Tch. Of course you don't."

Kyuubey hopped up onto the windowsill of the shut window above Kyouko's bed. Kyouko stared at the creature for a minute, before speaking up again. "Was there ever really a way to save her?"

"Well, what do you think?"

"Then why did you lead me on?"

"Perhaps I was simply humoring you. You're the one who really foolishly wanted to believe that you could revive her from her state. It's such a strange fantasy you humans seem to have, the idea of bringing someone back from the dead."

Kyouko grimaced, shaking her head. "So sue me for wanting a damn miracle." She said quietly.

"You've always struck me as the type to no longer believe in such a fallacy."

"I…don't. It just woulda been kinda nice." Kyouko muttered, looking at the wall.

"Aren't you just dodging what's really on your mind?" Kyuubey asked, staring at Kyouko with those damned blank eyes. Kyouko scowled. "What? What the hell are you trying to say?"

"I'm not accusing anything."

They merely stared at each other in silence for what felt like the longest time. Kyuubey eventually spoke up again, shutting his eyes. His tail flickered a single time. "You think that you're at fault."

Kyouko froze, eyes growing a bit wider. Kyuubey continued on though. "I'm aware you two talked a few times before Sayaka fell to grief. From what I understood, you hated her. But she reminds me a lot of you when you first started. Rather thick-headed, wasn't a friend of reason, and you wanted to fight to protect people."

Kyouko felt the irritation bubbling up in her gut. "What's your point?"

"You even go as far as to nearly sacrifice yourself battling her witch in order to make sure she didn't…what was it that you said?"

Kyouko narrowed her eyes, looking at the floor. "So…that she wouldn't have to be alone." She muttered in response, answering Kyuubey. Maybe that was a stupid thing to wish for her?

"So you wished to die with her? That doesn't seem like a very healthy choice. Homura was right. It would have been a pointless sacrifice."

"I never asked for your take on it you know."

"I know. I just felt like you should know what I think about something."

"Know what?" She had half the mind to boot the little creep out now.

"That it's your fault." Kyouko tensed up instantly. What? "When I analyzed everything that had transpired between you and Sayaka, that is the truth that makes more logical sense."

Kyouko grit her teeth, blood searing. "There's really no point in de-"

"Shut up!" Kyouko suddenly shouted in anger. She whipped her hand out as the pocky in her mouth snapped and fell to the floor. Glass shattered noisily as Kyuubey safely hopped back onto the mattress, avoiding the mess there now. Her red-faded spear extended out of the soul gem in her grasp, the spearhead having shattered through the shut window and breaking it completely.

"Well, that was entirely unnecessary."

"Get the hell out of here!" Kyouko shouted again. Kyuubey didn't rush out. He looked at her curiously for a moment, before hopping back up to the windowsill, and disappearing out the window. Dammit! What the hell does he know! Kyouko abruptly jerked her hand upwards, causing the spear to fade out of sight. Her empty fist clenched so tightly her knuckles turned white. Turning around, Kyouko reached into one of her plastic bags and took a bite of a taiyaki she took out of the bag. Still, Kyuubey's words rang through her head. They still would later, like the music from Oktavia's witch barrier, while she cleaned the glass off her bed and drifted to sleep.

What…where was she? She pushed herself off the blank black floor and stumbled forward, looking around. She couldn't see shit in here. Just black everywhere. It made her uneasy. "I-is…anyone here?" She called out. She never thought it was a good idea to go crying out in pitch black like this and giving your position away to someone who wants to hurt you, but the words just came out of her mouth. Something about this place…made her uncomfortable about being by herself. What was this feeling? Was it fear? Thinking about that possibility made her hear her heartbeat a lot clearer. She wouldn't be surprised if someone nearby could hear it, really, but her pulse was picking up its pace. Without realizing it, her pace was picking up too, walking a bit faster. A sense of panic was beginning to overtake her.

Her footsteps halted, red eyes scanning straight ahead. There was a figure, sitting on the floor—if there was even a floor—head down and silent. Taking a few more steps towards it, Kyouko could see the blue hair, the familiar school uniform, the golden hair clips…

"Sayaka?" Was it seriously her? She rushed over, despite the lack of a response. The girl's arms were wrapped around her pulled up knees, and her chin rested on her knees. Those melancholy blue eyes merely stared straight forward, like she barely registered that someone else was there trying to get her attention. "Hey, Sayaka, c'mon, say something." Kyouko frowned.

"Why should I listen to you at all?" A voice rang through the darkness. Kyouko froze. It sounded like Sayaka's voice, but there was…a colder tint to it, more malice in it. Some strange blue aura lifted from the ground around Sayaka, and circled her until a figure appeared behind Sayaka. It resembled Sayaka, but the eyes were red, armor adorned its arms with a long sword in its right hand and a crown on top of the blue haired head. The bottom half extended as the blue aura that could resemble a mermaid's tail if you looked at it carefully, still wound around Sayaka like some possessive barrier. She smirked to Kyouko, her left hand coming around to Sayaka's face and caressing it gently. "You've already caused enough trouble for my poor, pathetic human self. Are you trying to cause even more trouble?"

Kyouko grimaced, shaking her head. "No…I didn't do anything…who are you?"

"You know who I am. I'm quite tired of you playing stupid." Oktavia said snidely, glaring at Kyouko.

"What? Playing…stupid?"

"You don't have much place saying you didn't cause any of what happened. I would have never been able to truly take root in her mind if you hadn't tried to get your ideals involved. If you hadn't spouted your opinion."

Kyouko scowled. "Bullshit. What happened isn't my fault."

Oktavia chuckled. "Denial is such a petty thing. Sayaka was already breaking. But you didn't do anything but hit her weak spots." Her sword had a menacing movement to it as she moved it in front of Sayaka's face. But Sayaka showed no response, even as Oktavia carefully lifted her head by the chin and placed the edge of the blade against her pale neck. Kyouko felt her heart just leap into her throat as she suddenly stepped forward. But something held her back. She wasn't sure if that was just her own actions, or something Oktavia was doing. "You killed her. You're probably more responsible than I was, and I was the dark seed that sprouted in the poor girl's heart. That's saying a lot."

"No…I didn't. Quit trying to blame me."

Oktavia frowned and looked down at Sayaka curiously. She removed her sword from its place against her neck and let her hand brush at some of Sayaka's hair. "To make matters worse…she's all by herself now. I thought you didn't want her to be alone? Or was that a lie? I wouldn't be surprised. She must feel so betrayed, you know."

Kyouko didn't want to listen to this anymore. She couldn't walk away though. She couldn't move her legs at all, much less feel them.

"You're a disgusting thorn in the side, you know that?" Oktavia said to Kyouko, before closing her fist around some hair on Sayaka's head, holding her there. Not that it was needed, considering how unresponsive the girl was. Oktavia's sword moved like a flash. The sound that followed wasn't something Kyouko enjoyed hearing much. It haunted her like the sound of the creaking swing of the rope her father had hung himself with. The sword traveled no so cleanly through Sayaka's chest, from the middle of her back and gleaming with blood where it extended out of her chest. Kyouko trembled, staring as feelings worse than the fear from earlier took hold of her. Sayaka groaned, blood tricking out of her mouth. Oktavia let her hair go, stroking her hair smooth again as she smirked. "You look troubled. Why should you care? You two didn't want anything to do with each other."

"I…I just wanted to help her." Kyouko said quietly, fighting a sick feeling in her stomach as Sayaka bled to death in front of her, Oktavia sickly comforting in her gestures to the dying girl.

"Help her? Hah! What makes you think she wanted it in the first place? Did she never make it clear enough to you? She never wanted anything to do with you. Oh sure, you managed to change her impression of you, but what did that do to help her, and not yourself?"

"Stop it…" Kyouko suddenly found the ability to step back, but Oktavia separated herself from Sayaka and appeared around Kyouko. Her still bloody sword was in her grip, no longer through Sayaka's body, which caused the girl nearby to slump sideways, probably already dead.

"Stop what? Making you realize that you were rejected? What did you want from her exactly? You were trying so hard for a girl you originally claimed to hate. Yet you grew so fond of her later on. And she did nothing but reject you at every turn. Tell me, did that hurt? Did it add insult to injury when you had to watch her turn her life over to my existence? Did it just kill you inside when you watched me die in that barrier, and what was remaining of Sayaka's soul with me? When you allowed her to die all alone?" Oktavia hissed her words to her, piercing her worse than that sword ever could. She grabbed Kyouko's other shoulder, making her turn to face her sneering face. "Who am I kidding? I don't really care how you felt about her or why you did what you did. After all, I am Oktavia. I am not Sayaka. But, I do thank you for killing that pathetic girl so I could seize her life." She said with a sinister grin. She leaned forward and pushed her lips to Kyouko's with some force. Kyouko's eyes widened as she grabbed Oktavia, trying to push her away, but the only reaction her opposition was met with, was the glimpse of the sword raised in the air, pointed at her. Oktavia pulled away, her voice a whisper to Kyouko. "Goodbye, love." The sword rushed down.

"Agh!" Kyouko gasped, sitting up and waking with a start. She struggled to catch her breath, looking around as her eyes adjusted to her surroundings. It was her room. Was it…a dream? Kyouko looked at herself. Ugh, she ached, but it was something that happened when she had nightmares like that. Still, though, the memory of the nightmare hung in her mind like it didn't want to leave. She fell back into her bed and covered her face with her hands. Letting out a frustrated groan. "Leave me alone…" She said to herself. She just…wanted this to leave her be.

It never would though. It started to feel more and more like each day was a blur to her. Just another hazy chain of events that eventually led to her sleeping and dreaming in a fit again, until the next morning she woke up and repeated the same process. What, it must have been maybe a month until she eventually just stopped leaving to even hunt witches. Not that it was an immediate concern to her. She had backup grief seeds stashed away, and otherwise she felt like she could care less. Was this how Sayaka felt when she realized her soul gem was becoming corrupted, and didn't do a thing to stop it? So am I giving up? She didn't want to think that.

I just need to stop for a while, that's all. The work's getting to my head. She sighed and sat on the edge of her mattress. She was sure somewhere Kyuubey was still watching her. She didn't care about that either. Besides if he tried to break into her apartment again she'd make her anger very clear. After all, Kyouko was pretty good at driving points across.

Kyouko stood up and picked up the picture frame on the bedside table. This was the only thing that had survived every ordeal that had hit Sakura Church and its original owners. A photo of Kyouko, and the rest of her family. Her parents, her, and her little sister, Momo Sakura. The edges and the photo itself were worn down, torn…that was expected though. She still put it in a frame, at least to avoid further damage. Her fingers brushed over the glass of the frame, as she stared at the photo. Oh…wow. She chuckled lightly, humorlessly, to herself when a thought occurred to her. Was it really so that…every time she tried to help someone, it backfired? Every time she started to care, it hurt her. Not only her, but the ones she tried to care about. What kind of screwed up truth was that? Whose fault was it really, that Sayaka fell into her despair and died to Oktavia's existence? Had Kyouko really egged her on that strongly? The words from her dream rang through her ears again, the only thing she could hear in her mind in the silence that was this large apartment room, when she ignored the noise coming in from the still broken window. Her grip on the frame tightened in her wandering thoughts.

"As long as I love for myself, all of my problems are my own fault."

"…absolutely no regrets…"

"…I can take just about anything."

"Dammit!" Kyouko suddenly shouted, shutting her eyes. She half opened them and tossed the picture frame at the wall. The glass of the frame shattered and the frame itself snapped in two before clattering to the ground, the photo itself now free and lying on the floor. She swiped the rest of the things on the table to the ground, the lamp crashing to the floor as the light flickered then died. She followed up by grabbing the edge of the square table and shoving it to the side, throwing it to the floor violently. Why was she doing this? She didn't know, she didn't even think about that question. She was just angry. Her leg tensed up, before she drove her boot into the middle drawer of the mahogany dresser in the room, crushing a broken dent into the middle of the dresser. She reached forward, hands grasping the handles of the top drawer, and she jerked it straight out, stumbling back before she did a quick turn and threw it, destroying it against the headboard of the bed. Turning back to the dresser, she flicked the spear out of her soul gem and drove the spearhead down the middle of it, shouting as she threw her fist at the remains of the destroyed thing that used to be a dresser. But what escaped her lips was a surprised yelp of pain as a shockwave of sharp pain jolted through her arm from her fingers to her shoulder and up through her neck and head. She grabbed her fist, dropping her soul gem, and collapsing to the floor. "Sh-shit!" She cursed, gripping her now bleeding hand as she leaned against the remains of wall and dresser. She shut her eyes, hint of moisture at the corners of her eyes.

I'm such an idiot…what am I doing? She exhaled slowly, but her attempt was cut off halfway by a single cough. She grimaced and closed her eyes in frustration, trying to purge her memories out of her mind before she just completely lost it. What did she do? She accused Kyuubey and even her own dreams of not having place to place blame on her…and here she was always spouting bullshit about living for herself, taking responsibility, and living the life of just this god-awful hypocrite. She should have just died during that fight, it would have been better than this. Then maybe she'd be off in the afterlife somewhere, or wherever the hell she ended up passing on to, and not sitting here with a bleeding hand, half wrecked room, and a tight pain in her chest. She let go of her hand, some blood on her uninjured hand now, and used it to grasp at the broken dresser. She inhaled again, and let out a small uncharacteristic whine, swallowing to try to fight that feeling she knew was coming on. It wasn't something she felt a lot. Mostly because she had been so clever to avoid it her entire life. She only felt it before when her family died, and only for a little bit. She gasped quietly, forcing the lump in her throat away as she shut her eyes, shaking her head. She was tougher than that, right? She had to be. She just had to be.

Kyouko shut an eye as she raised her bandaged hand, holding back the red hair that was blown around by the gusts of wind where she stood. So everything really had become clear as glass to her. Shitty time to see it. Kyouko chuckled dryly, her good hand gripping the railing of the guard rail that she was seated on. Dangerous place to sit, she knew, but lately danger wasn't too much of a concern to her anyway. "Hah! Danger? Naah." Kyouko said to herself.

"You should think more carefully about it." Kyouko didn't turn to see who it was. She could pick up Homura's quiet voice easily.

"Well, that's what I'd been trying to do and look where it got me." She responded. Homura stared at her.

"You haven't been around. Kyuubey says that you haven't been hunting witches either."

"Observant little bastard, ain't he?" Kyouko said with a slight frown. She reached into her jacket pocket, pulling out something wrapped in a paper towel. When the paper towel was carried off by the wind, Kyouko was holding a red apple in her hand. She examined it for a moment, giving it a shine against her jacket before biting into it.

"Even if you had backup seeds, you can't last much longer."

"I know that. I ran out yesterday."

"You didn't have many to start with?"

"No I did. Heh, I guess the 'grief' I've got is worse than my gem wants it to be." She grinned, though there was no happiness in the grin. She seemed more troubled than anything. She chewed on another bite of apple, before some laughter escaped her. She laughed through the sound of the wind and the waves below, as Homura merely watched her.

"I don't see what's so amusing." She calmly said after Kyouko's laughter finally died down.

"Well of course you don't. You're Akemi, Homura. You're a really tough girly. I'm not talking about fighting either. Seriously, I don't know how we manage it, keeping sane for so long without turning into witches ourselves. We all hang onto our beliefs and ideals no matter how ridiculous, and funny enough, that's what keeps us going." Kyouko said, staring out into the distance. She stopped, and turned her head towards the darker haired girl. "I wonder what that is for you."

Homura stared back, but she didn't answer. Hm. Not that Kyouko was surprised. She didn't expect her to answer, she was just wondering aloud. With a sigh, Kyouko turned her head forward again. "You know, I didn't really start thinking hard about what Sayaka had been saying the entire time before it all went to shit until just recently." She took another bite of the apple. "I used to think she was just being stupid. Hell she even agreed right before she turned into a witch. But now…maybe she wasn't so full of shit." Kyouko shook her head. The world was really screwed up. If not this world, life in general. Like you lived just to get screwed over.

"I just don't get it. Ya know, every time I try, I screw up. I don't even screw up like a normal person. I screw up on a huge stupid level." Kyouko said, frowning. "I screwed up with Sayaka. Now she's dead, and alone at that. My screw-ups cost my family their lives too. I guess if I had left the matter alone, sure, I'd be in poverty, but maybe they'd still be around today. If not my father, at least my little sister or my mother, any of them deserved a chance to redeem a decent life."

Kyouko looked at her half eaten apple. She grimaced. She really…wasn't hungry. Homura blinked, feeling just a little bit of surprise when she saw Kyouko rear her arm back, then toss the apple into the water far down below. She threatened lives when it came to wasting food, it wasn't normal to see her just toss unfinished food away like that. The red haired puella took out her soul gem and looked at it. "She was right. I was right. We can't help anyone without causing trouble somewhere else."

"You temptress little bitch! You seduced men's hearts so they would listen to my words! That's not faith! That's—that's blasphemy!"

Her father had screamed that at her when he found out what she was and what she had done. When your own father calls you a bitch and a temptress, you just don't know how to respond to that. Especially not at the age she'd been when it happened. She understood even less when she came home and saw her sister and her mother dead on the floor, and saw her father hanging by a noose from the ceiling, long past dead. The creaking of that rope when the body swung…the authorities really expected Kyouko to be more scarred, more reactive than she was. But she hadn't even cried that much. Maybe she shed a few tears, got a little confused. That was all normal. What struck everyone as odd was that…that was it. That was all she'd done. She didn't even talk about it. She just continued her witch hunting, secret from public knowledge, and lived out her days as an orphan. She had no problems with it. She adopted new ideals. That was when she decided that as long as she lived only for herself, that all of her problems would be her own and no one else's. It seemed easier to live that way.

"What a load of bull that turned out to be." Now her problems really were her own. But what good was it doing? How many people that she cared about died around her? Her father, her mother, her innocent little sister, and now Sayaka…how much more of that could she take? She was good at acting like it didn't bother her, but damn. Dream or not, what Oktavia had said…what Kyouko's own mind said to her, it made sense. Sayaka never wanted her help. She never really wanted Kyouko's company In the first place. Their different ideals clashed way too much. What sucks the most about that…is that I think I wouldn't have minded maybe trying to befriend her. She did try. She sort of did want to get along with Sayaka more. She liked her. She was the stupid one, for letting her feelings go there. If she had just stayed distant like she did after breaking her ties with Mami years ago, then she wouldn't be sitting here now.

Homura stepped closer, getting a look at the soul gem in Kyouko's hand. Only a day went by and it already looked like this? The soul gem was darkened all right. No longer glowing the brilliant red it usually did, with as well as Kyouko usually watched over it. Instead, darkest in the middle, there was a nightmarish black slowly spreading through the red in the gem.

"Kyouko…"

"Surprised? I wasn't kidding." Kyouko said bluntly.

"You need a grief seed, you need something." Homura sounded like she had a bit more urgency in her voice.

Kyouko shook her head, scoffing. "Yeah? Then what? Watch it happen again?" She was facing an inevitable truth here. "Not that I don't appreciate you saving me that day. But I should've died you know." Homura stared at her, curious. "I don't think that…at that moment, I would've had a problem with what I was deciding to do."

"You were taking your own life."

"For Sayaka." Kyouko abruptly said. She turned her head away from where Homura stood, looking at the moving car lights in the distance. "I didn't want her to be alone. You can believe what you want about the afterlife, or life in general, but one of the things that I told her before was that we didn't have any one else to rely on because we were magical girls. It's painful, but it's true. I just…wanted to be someone she could rely on. Break the code, maybe. I realize it was stupid. I didn't agree with how she did things, and she annoyed the hell out of me. But there were…things about her…" Kyouko shook her head a little bit. "D-dammit this sucks…That's all I wanted. To take away something that I saw was bothering her. She was alone. She was rejected, abandoned, or at least felt like she was. That sucks to feel." Homura looked at her carefully. It was hard to notice right away.

Kyouko was crying.

"Now I guess I'm taking some sort of punishment for everything that I've done. I guess I should've seen it coming. Heh, after all, I…I ruined a lot of lives without really meaning to."

"Kyouko…"

"I think that…I can only spout bullshit about not letting any of it bother me for so long before it starts to get clear that I'm a liar. Look where I am now. I'm alone, Homura." Kyouko was speaking quietly. Homura had to make an effort to hear what she was saying. Her knuckles were white from gripping the railings tightly, as she continued to cry. She was still holding something else back. Not saying it. That was probably the only thing not immediately shattering her soul gem. Denial of something else, something stronger than the grief she was expressing now. She held the back of her hand to her mouth cursing herself silently for letting this out. This was it, wasn't it?

Homura stepped closer, meaning to get Kyouko's attention. She stopped as a gust of wind hit, blowing her hair into her vision for a moment. There was this noise she heard of movement, and the metallic sound the metal guard rail makes when things come into contact with it. Opening her eyes, Homura saw Kyouko get caught off guard in her moment of weakness by the wind, and she'd lost her grip on the rail.

Kyouko grimaced, feeling her body hit the railing before her empty hand whipped out and grabbed whatever it reached. She grabbed onto the lowest bar of the guard rail and felt her arm and her body jerk to a stop before the momentum swung her helplessly. Her head spun as she hung probably miles above the rocky white caps below. Surely that drop would kill her. If not, it'd hurt.

"Kyouko!" Homura shouted, running to the rail and looking to see if she could spot her. Reaching out, Homura snatched the girl's sleeved wrist. "Hold on, I'll pull you up!"

"H-Homura!" Kyouko was shouting mostly because when Homura began trying to pull her up, Kyouko let go of the rail. She felt her arm slipping out of the jacket sleeve, and barely had time to react before she was forced halfway out of her jacket. The little time she had before her body's dangling movements would cause her other arm to tear out of the rest of her jacket gave her a chance to reach back up and snatch the remainder of the old jacket.

Homura was shouting something to her. Kyouko couldn't hear her at this point. Tears still plagued her vision as she glanced down at the unsettling waters below. Was this her last option? She didn't have a family. She pushed away the friends in her life. Sayaka was dead too.

"Kyo….Kyouko!" Eventually the sound of her name reached her ears as she looked back up at Homura, who was still trying to find a way to pull her up without tearing the jacket further. What if she let Homura save her life, again? It felt like the first time she'd done it, that was the wrong decision. And it was. Do I really want her to? Kyouko had never had that thought occur to her before. Death wasn't something she would wish upon herself. She never seemed like the type to consider suicide. Was it really suicide, or was it just doing something that should have been done before? I'm still alive. Everything went wrong, went to shit. Kyouko bit her bottom lip as she looked down, pain in her chest again.

I'm sorry…Sayaka. I let you down, didn't I? We all did. You really can't forgive anyone for all of this. And I don't blame you. That's okay. A tiny, bitter smile spread on Kyouko's face. "You were never an idiot. You were just hurt. I…I was the idiot." Kyouko said to herself. She looked up at Homura, who was shouting at her to hold on. Kyouko smirked sadly at her. Homura stopped, staring at her with a surprised expression. Sorry…Kyouko let her thoughts reach Homura telepathically.

I don't hate that you saved me that day. I was surprised, that's for sure.

Kyouko, forget about that, just hold on, all right! Homura urged.

Make sure you take care of Madoka, okay? Was Kyouko's only response. Her last response. The minute Homura heard that, she knew what would happen next.

Kyouko looked at the slowly tearing fabric of her jacket. The cold wind hit her arms, her black undershirt constantly moving in the gusts. The unhappy smile faded as her grip loosened, until the jacket slipped from her fingers. She could feel her stomach jumping as gravity took hold of her, wind the only thing she could hear in her ears as she dropped. Homura's shout didn't even reach her, not even mentally. She shut her eyes as the slightly painful wind whipped at her back.

Sorry that it had to wait this long…had to happen this way. I guess the fight with you would have been a better way for me to go. I shouldn't have hesitated. I shouldn't have let her save me.

Kyouko's other hand still gripped her dark soul gem. The black was clouding over the remainder of bright red, until a spot just in the middle that barely shone through was left. Things could be seen within it. Kyouko held it to her face and opened her eyes only slightly to see the things within the black. Odd looking fish, a white horse…

I failed to save you, I even failed to help you die easily. I can't do anything right. But don't worry…I'll join you now. I realize what I did. Just…wait for me.

She closed her hands around the soul gem. A hint of something else's voice was picked up in her remaining thoughts. Odd. Not surprising. Even if it meant…that…that was okay. Kyouko gasped as she felt a shockwave of pain through her body the minute she hit the water. It was cold. And it hurt. Water engulfed her like a cold blanket as she began to sink. Instinct told her to swim, but the minute her arms began to move, something clicked in her mind, and she stopped. No more fighting. No more hesitating about it. After a while…fighting was too hard. She felt water rushing into her lungs as she coughed, only causing more choking as she sank deeper into the dark water. She couldn't see, she couldn't breathe…

How ironic…I was trying to stop you from drowning, wasn't I? Now look, I was the one drowning with you all along. Isn't it funny? Kyouko's vision began to black out, the light from the distancing surface growing dimmer and dimmer. The heartbeat in her ears was struggling to go on. Didn't she pray to God during that fight? For a happy dream? He offered her one too, but she didn't take it. She let it go the minute she got out of it alive. She let it go, and now she couldn't have it back. Somewhere amongst her last thoughts, there was a whisper of apology to a holy figure she no longer knew if she really believed in anymore, and the death of the last of her faith.

Her hand let go of the soul gem. The last thing she saw before she black out and felt the feeling escape her completely was the dot of red within the soul gem blacking out. Cracks began to creep along the surface of the gem, before it shattered in the water, the pieces floating apart as black lightning spread in the water, a round black and gray object born out of the broken soul gem.

From above Homura stared at the water, grimacing as she struggled to see any sign of a life. Unfortunately, the only thing she was met with, was the sight of the water bubbling and white capping harder, and the familiar black sparks of a witch being created. A red barrier very much like Kyouko's own barrier shot up from the depths of the angry water, and Homura could hear the whinnying of a horse before the water blasted upwards. Homura raised an arm defensively, holding her ground. A white steed raised its front legs, whinnying loudly. The rider, the witch, donned a red outfit, the lit candle that was its head holding a flaring fire at the tip. Homura lowered her arm, a frown and her usual expression on her face again. So she lost her fighting partner for Walpurgis anyway. And now she had to fight the witch born from her mistake of saving her life.

Ophelia. The self-abandoning wudan witch cursed to eternally wander the fog with the hollow sound of her footsteps, bearing no memory of what the horse she rides up resembles. Born of the spurned heart of a magical girl who wrongfully believed she could no longer do anything but harm to the lives of the people she loved. Now…she had to pay the price. But up until the witch's inevitable defeat, the distant ringing memory of an armor-adorning, alluring mermaid would remain, and the desire to join her wherever she was now.

Thank you for reading! Some notes:

A wudan is a fierce female warrior in traditional Chinese opera. Ophelia's witch is described as a wudan.

I'm not sure how the ending came out. I wrote this story as a way to think about how Kyouko's witch from the PSP game would come into existence through the events of the series. Even the smallest differences in each timeline could cause massive differences, someone like Homura would know that. The difference here that cause all of it was...

Indeed. Homura making sure Kyouko didn't actually die in her fight with Oktavia. I feel like even though the death was upsetting to watch, if Kyouko lived through that ordeal, she would have been letting Sayaka die alone, and that nothing that transpired would sit right with her. Kyouko would end up dead eventually despite Homura's help, in a similar way the Ophelia from Shakespeare fell. Troubled by her deceased close family member and rejection of a life with the one she loved.