A/N: Thank you for the reviews and favorites last chapter, I was seriously beginning to question if I had a good idea going with this story but now I am feeling a little more confident.

Yeah this chapter signals the return of the witches, but we also learn about some unexpected changes and issue their return along with those of the magical girls and why only a select few can "reawaken" as Puella Magi when the system itself technically no longer exists. Of course this means that human foes aren't going to be the only thing Lelouch and others are going to have to deal with.

An unexpected guest in this chapter can explain that along with some of the changes and new challenges the group will face because of the new rules being imposed upon the universe, which might complicate things even further for Lelouch.

I had a lot problems with this chapter, but I did have some reservations about the changes I made to the magical girl system but those I have tried to mention this idea to and bounce if off of them seem to be fine with it…I hope. So let's proceed with the chapter, so that goes without saying that some good feedback for this chapter would be very welcomed.

Let's see if this story can work out still after this, although I had been hoping to post this chapter before I completed another chapter for one of my other stories I couldn't hold back for much longer.

Also our main villain isn't exactly what you guys might think she is…sure KG is related to Madoka, but not quite in the way some of you might be thinking. I'll reveal more as the story progresses.

I tried to catch any further grammar mistakes, there are probably some still but I am hoping for the best.


Chapter 3

The Return of the Witches

It might have been easier to write off what Lelouch vi Britannia was witnessing as a bad dream, but this was reality as he was trapped in some kind of different dimensional space that looked like an old fashion painting with some misshapen humanoid figures coming towards him, Mami and Homura after one of them vicious killed Clovis. He felt useless and Lelouch feared his Geass probably wouldn't work on such creatures, although he wasn't willing to risk getting close enough to find out for sure.

'If I get too close to them they'll rip me apart.' Lelouch thought, but it was a different story as he saw Mami and Homura go on the offensive.

The powers they possessed and the skills in which they used them were remarkable without question. A part of Lelouch was envious for not possessing such abilities himself, but another part thought about the prospect of such allies with him against Britannia. This was more apparent with the fact that Lelouch understood now that Britannia clearly had sway over these creatures. Clovis's final words were proof of this considering they seem to be under the Knight of Two taking into account what he learned from Clovis during the course of the interrogation earlier.

As Lelouch watched and contemplated all of the new information he had on hand Mami hung back conjuring more muskets to fire upon their enemies to clear a path for Homura to take out Izabel. The witch tried to conjure more familiars for more protection as Homura approached it drawing a M60 machine gun from her shield. Despite the size and weight of the weapon Homura handled it so easily it was further amazed and impressed the young man.

Freezing time once again with her shield Homura drew out a total of seven AT4 single-shot recoilless smoothbore weapons from her shield. She fired one at a time at the immobilized witch with each anti-tank round fired being frozen in time moments after launch before she managed to fire all of them leaving seven anti-tank rounds frozen in time. Once Homura allowed time to flow normally again the seven rounds continued on their course battering the witch in explosions hitting its core defeating it. Its familiar faded from existence and the labyrinth they were in vanished as well.

Returning to the inside of the dark command center of the G-1 the young man saw no sign of Clovis's body, but Lelouch managed to recover quickly.

"I would like to ask questions on what happened, but I think it would be best if we leave right now." Lelouch said regaining his composure.

"Let's go…Mami-sempai if you could please." Homura began as Mami created a length of yellow ribbon.

"Hold onto this Lelouch-kun."

Lelouch did as he was instructed before Homura froze time again, but this time Lelouch and Mami were unaffected.

'I see so she has the power to freeze time with that shield.'

"We need to hurry." Homura said as she, Mami and Lelouch left the G-1 while time and the world around them was frozen escaping Shinjuku Ghetto.


Later that evening in the city of Mitakihara a young girl with short blue hair and matching eyes was running into an alleyway. She was dressed in a yellow long-sleeve shirt wearing a red and pink pattern dress bottom with black shoes on. It was raining, which for Sayaka Miki the evening couldn't get any worse for her as it was bad enough Kyosuke Kamijo stood her up on their date for the fourth time. Now she was being chased by some gangsters who obviously had other plans in mind for the poor girl. The situation looked bleak when Sayaka was cornered in an alleyway with no way to escape.

Looking around Sayaka picked up an old pipe as she wasn't going to go down without a fight.

"Well little girl you got no place to run now, so what are you going to do?" The leader of the four gang members said tauntingly.

"Bring it on!"

"Oh man this one has a lot of spunk." The leader said before a fog began to fill the alleyway blinding Sayaka and her pursuers.

The sound of giggling and laughter from four or five different girls could be heard before the men began screaming in agony as something or someone was attacking them in the fog. It lasted for a few minutes, but later when the fog lifted Sayaka saw nothing left of the men pursuing her except for a number of bloodstains on the ground. A few moments later C.C. began approaching Sayaka with a neutral expression upon her face.

"I am glad I found you so quickly Sayaka." The green haired immortal said as she approached the spooked teenage girl.

"Who are you? S…s…stay back!"

"Relax I am not here to hurt you. But I am someone you have met before, but I confess my appearance was quite different." C.C. replied with a smirk on her face.

C.C. stopped a few feet with Sayaka as the immortal woman held out her hand to the girl wishing for her to take it.

Reluctantly, but something within her telling her to take her hand prompted her do so. When she did the emblem on C.C.'s head began glowing brightly as a flood of memories began pouring into Sayaka Miki of a different universe and different timelines. Along with it a power awoke within her once more, but when it was all over the last memory she had of the previous universe came to her.


It was her in a park wearing the school uniform of Mitakihara Middle School holding her school bag. She was standing atop some rocks with a small stream behind her.

"You've broken off a part of the Law of the Cycle! The power of salvation that was the hope of all the magical girls," Sayaka demanded before Homura who reacted with little change in her expression.

"All I took was a tiny piece of it…just the records of the person that Madoka was before she ceased to exist. Somehow, all of you wound up being pulled in as well, and it seems you can't return to wherever you were before."

"What right do you have to do all of this?"

"I am now an existence known as Evil. I am a being who disrupts providence and acts as an agitator of this world. It's quite natural that I upset the laws set down by a god, don't you think?"

"Do you intend to destroy this universe?" Sayaka said before a splash of water erupted behind her before a giant mermaid wearing armor similar to that of a knight with a cape armed with a sword appeared behind her.

"After all the wraiths have been destroyed, perhaps I will. When that time comes, I suppose I can be your enemy. But do you think you'll be able to stand against me, Sayaka Miki? Even now, your memories are gradually changing, are they not?" Homura replied clapping her hands together causing the witch known as Oktavia von Seckendorff to vanish.

"Even if that happens, the one thing I'll never forget is that you, Homura Akemi, are a demon!" Sayaka said as her memories of her time as an agent of the Law of Cycles had all but vanished.

"We should pretend to be friendly in daily life. If you're confrontational all the time, even she may dislike you." Homura said before walking away.


Sayaka returned to the present, but there wasn't much she could recall beyond that point. Remembers greeting Kyosuke and Hitomi, but after that there was nothing. Now her memories of her life in this universe came together and melded together, although it was a lot to take in but Sayaka Miki recovered before regarding C.C. with more understanding expression mixed with elements of surprise in it.

"What the hell happened?"

"Homura didn't intend for this, but when she spilt Madoka from her Goddess self it led to an unexpected occurrence some time later which Homura could not stop on her own."

"So you are saying she changed the universe again…into this, but why?"

"I'll explain everything, but you must not mention a word of this to anyone else for Madoka's sake." C.C. warned with a serious expression.

"What do you mean by that?"

"Let's go somewhere more private and I'll explain everything. However this must stay between us and Nagisa, as soon as I can find her."


It was pass nine o'clock when Lelouch with Mami and Homura in tow managed to sneak into the Ashford Academy, although they could have returned to the school more quickly the group agreed on a around about route to ensure no one was following them. Thankfully with most of the students indoors and the grounds were empty the trio had little trouble getting to the Student Council Clubhouse where Lelouch lived. If there was trouble then Homura froze time, but the group did avoid attempting to use it as much as possible through.

Once inside Lelouch made sure there was no one around before leading the girls to his room where he closed the door and locked it. He turned on the TV and raised the volume a little to ensure no one could hear him conversing with Mami and Homura, but not to the point where he would wake his little sister and where Lelouch could have a conversation with Mami and Homura.

"So this is where you live?" Mami said to begin the conversation.

Lelouch sat down on his bed feeling both exhausted mentally and physically. He collapsed onto his bed while Homura and Mami sat on a large red sofa. Taking a moment to recover Lelouch answered Mami's question.

"Normally I would live in the dormitories with the other male students of the academy, but a special exception allows me and my sister to stay in this building."

"I see, so where are we exactly?" Homura inquired.

"We're in Ashford Academy, it's a private school operated and owned by the Ashford Family. They used to be allies of my mother years ago, so after we were abandoned in Japan during the war seven years ago here they took us in."

"I see, but Clovis said you were his brother which means you're a prince like him." The blonde haired girl inquired.

"I used to be one is the more correct term I would use. I was disinherited for speaking out against the Emperor when I demanded an explanation from him."

"About what?" The black haired magical girl inquired.

"Why he didn't protect my mother when she was assassinated and my sister was crippled and blinded as a result of the same incident." The former prince responded with a hint of restrained anger. "When Britannia invaded Japan seven years ago we had little choice but to seek the protection of the Ashford Family, but right now there are very few paths our lives can take."

"Isn't the Ashford Family sheltering you through?" Mami asked.

"Yes, but the Ashfords used to be counted among the nobility. The death of my mother the Empress combined with the failure of several business ventures caused them to lose their standing with the nobility. They founded this school using surviving assets in as last effort to save themselves…they only took me and my sister in to use as liability insurance for the politics here." Lelouch explained bitterly.

"Meaning if things take a turn for the worse for you then you could be sold out." Homura said upon which Lelouch nodded.

"Exactly, this is why that right now they are trying to offer their own daughter up to the first noble who will marry her in a desperate effort to regain their status."

"I dislike this world even more so." Homura commented.

"I offer no argument on that, but speaking of which I am curious about you two."

"I can be off assistance to answer some questions." A new voice announced as everyone began scanning the room. The window opened before a cat-like creature with white fur entered the room. It had white fur with red eyes with four ear-like appendages with a red ring printed on its back. "It's been a long time Mami Tomoe and Homura Akemi."

"Kyubey!" Mami exclaimed recognizing the alien creature.

Homura instantly began to draw a weapon from her shield, but the creature leapt down from the open window before hopping onto the bed sitting down next to Lelouch and looking up at him.

"You must be Lelouch vi Britannia…C.C. said I would find you here."

"C.C.?"

"The girl you met at Shinjuku Ghetto who granted you the power of Geass."

"How do you know her?" Homura demanded.

"We have an accord, but she asked me to come here to explain a few things you should be made aware of. I am sure you noticed when you defeated that witch you saw it didn't drop a grief seed nor has your soul gems shown any sign of fading." The alien began surprising the girls as Lelouch was curious.

"Perhaps you should elaborate on that?" The former prince suggested.

"Technically in this new universe the magical girl system has been replaced with Geass, so the powers Mami and Homura possess shouldn't exist."

"But they existed in the previous universe, so are you suggesting some kind of irregularity or glitch exists that is allowing it?" Lelouch said with one hand on his chin.

"That is very close to it, but yes. We're not sure how it happened, but Mami Tomoe, Homura Akemi, Madoka Kaname, Sayaka Miki, Nagisa Momoe and one other have become irregularities in the universe. I believe this is due to the universe trying to balance itself out. The witches you saw are something that shouldn't exist, but we are convinced Kriemhild Gretchen is the one behind it. We don't know how she is doing it, but we suspect her ability to bring into existence witches who act under her command is probably what caused the irregularities such as you to appear. Her reckless tampering with the universe and the space-time continuum has made her a serious danger to the universe at large."

"I see, so Mami regaining her powers despite the system that granted them no longer existing is the universe trying to correct itself and adapt to the irregularities being caused. But how did Homura regain her magical girl abilities? She had them when she was released or did C.C. restore them prior to her imprisonment?" Lelouch said as he was beginning to understand the overall situation a little better.

"I don't have an answer for that." Kyubey replied.

"How is it that C.C. was capable of restoring my memories of the old universe and my powers as a magical girl?" The blonde haired magical girl asked.

"She was a magical girl herself in the old universe and when she became a Code Bearer to grant Geass to others she somehow along the way regained her memories of the old universe and more making her a glitch in the Geass system which can typically affect the mind giving her the power to do so. Yet this ability has been unique only to her through." The alien creature explained before Lelouch presented it with another question.

"How was that possible?"

"It's due to having met all of you in the previous timelines of the old universe. We're not quite sure how, but it established a link with all of you. This could have been an affect of Homura's previous resets of the timeline, but we do not have any proof." The Kyubey answered.

"I don't ever recall meeting such a woman." Homura asked.

"Her appearance was different when you met her, but I should really explain the changes you have undergone and some facts you should keep in mind when fighting." Kyubey said wishing to move on. "I am sure you noticed that after the battle how hungry your bodies were for nourishment?"

"Yeah…I got them take out from a fast-food place and they managed to eat in a secluded area before we came back." Lelouch said eyeing Mami and Homura. The black haired girl seemed expressionless as normal, but Mami was embarrassed which Lelouch understood as she felt ashamed for eating a bucket of twelve pieces of fried chicken, two large bowls of mash potatoes, four large corn cobs and a salad. That was JUST the meal Lelouch gave to Mami while Homura's was a little bigger, but overall very costly as he spent enough money to feed a family of six.

"Due to the magical girl system not existing in this universe there are a few benefits which I am sure you'll be pleased with. One of them is that you will not turn into a witch when since your soul gems cannot be filled with despair. But without grief seeds you must use other means to replenish your magic such as consuming food to help your body work together with your soul gem to replenish its magic. Resting will also help as well, but if you push yourself too hard and use up more magic than your body can support you'll die."

"I assume we must keep our soul gems within close proximity." Homura inquired.

"Yes, but don't forget your bodies require proper care and nourishment as before in the old universe. Despite what Sayaka Miki thought in previous timelines your bodies aren't corpses. Having your magic support all of your body's functions is simply wasteful. Even without soul gems your souls leaving your body will cause your bodily functions to fail, so the common misconception is understandable. We had learned early on that is was more efficient for magical girls for their own bodies to support their bodily functions with proper rest and a proper diet. Besides if your bodies were merely corpses as Sayaka believed then why would you need to eat and rest among other normal functions?"

"Why didn't you explain this to Sayaka-san?" Homura asked glaring at the creature.

"She didn't ask…she was more concerned and distressed by the fact that I did not mention I would remove her soul and modify her body to make it more capable of fighting witches. I never understood why people get upset over it, but turning your body into a corpse would have made your bodies very ill-suited for combat. I simply made your bodies stronger and more resistant to pain while all of your other functions are still intact, but with this new universe and all things considered I would advise you act more cautiously in battle since I do not know for certain if your body possesses the increased durability we had proved in the old universe."

"I guess that is good to know, but I still have a lot of questions." Lelouch began looking to Mami and Homura. "I would like to know everything."


The following morning Area 11 began to awake to a new day, but inside the Viceroy's Palace the political and military leaders of Area 11 were panicking as Prince Clovis had mysteriously vanished with no sign of the body while the staff officers aboard the G-1 including General Bartley had left Prince Clovis alone before his disappearance. Meeting in one of the smaller meeting rooms was a gathering of members of the Purist Faction led by Jeremiah Gottwald. Aside from one member missing from their group who was Villetta Nu who had been killed during the battle yesterday the rest of the group was present for a more serious matter on their agenda.

"This is just unacceptable, first the elevens who stole the poison gas are let go along with the civilians of the ghetto who likely collaborated with them. We lost Villetta and now aside from Prince Clovis missing we have reports of strange girls in odd outfits that had been sighted on the battlefield."

Jeremiah said as he causally tossed a bunch of blurred photos of a blonde girl wearing yellow, white and black armed with what appeared to be muskets while there was another with black hair wearing a different uniform armed with a large machine gun. The photos Margrave Jeremiah had were the only photos recovered from the recordings of the Knightmare Frames that ran afoul of these girls, but the idea of mere teenage girls defeating a Knightmare Frame was ridiculous.

"We have too many incompetent idiots in my ranks my lord." Kewell Soresi said with disdain in his voice.

"Clearly and I think we need to make some changes around here, but first we must find his majesty and see to it that General Bartley is punished for his incompetence." Jeremiah said as he clinched his fist tightly in anger determined to avenge the prince's demise. Of course this extended to dishing out proper justice to the fools who left him behind on the bridge.

But it would seem Jeremiah would not need to bother with that as the door to the meeting room opened and a man with slick back-brown hair wearing black sunglasses with a dark olive suit entered the room.

"Forgive my interruption Margrave Jeremiah, but I am Agent Smith of the OSI Area 11 Division." Smith said showing his ID and badge to Jeremiah.

"What can I do for you?"

"On behalf his majesty the Emperor it has been decided that you shall act as acting counsel for Area 11 until Princess Cornelia arrives in one week to assume her post. She is finishing up a major engagement which should see the establishment of Area 18. Once she is finished and she has established a proper government to carry out the will of the Emperor she'll be heading here, which should be in one week if everything proceeds smoothly." The OSI agent replied before reaching into his coat to pull out a set of documents to hand to Jeremiah. "These are the official documents confirming the orders bearing the Emperor's seal."

"Thank you and I shall not fail the Emperor."

"Excellent, but in the meantime you should know we have apprehended the one responsible for Prince Clovis's murder."

"You did? Who was it, but it would mean his majesty was murdered?"

"He was indeed and Bartley was collaborating with the terrorists who got into the G-1 and forced him to give that cease fire at gunpoint. The evidence we gathered in our own investigation has proven his guilt, so we have apprehended him and sent him back to Pendragon to face judgment. We managed to recover what remained of Prince Clovis's body and its being prepared for burial and shipment to Britannia for a funeral to be held in about two weeks once some other matters are attended to." Smith explained, although he was hiding it well Jeremiah was shocked at how quick Clovis's body was found and the one who apparently betrayed him was Bartley.

'Bartley may not have been the most competent man, but I can't see him as a traitor.' Jeremiah thought as he was rather doubtful about the bit of Bartley being the culprit.

"Until Cornelia arrives we need you to maintain law and order in Area 11. You are free to pursue the terrorists that escaped Shinjuku Ghetto if you wish, but remember order must be maintained." Agent Smith warned.

"I understand sir and we shall see to it." Jeremiah said with a salute, although he had his doubts about the murder investigation he wasn't in a position to say much on the matter.

All he could was follow the orders he was given.


Later that afternoon Lelouch was falling asleep at the table he was sitting at with a pile of papers before him. He should have been more mindful of the time, but by the time Mami and Homura finished explaining themselves to Lelouch followed by the occasion answers and facts provided by the Kyubey during the course of their conversation. Even though he was tired as a result of spending a good part of his night in a conversation, but Lelouch had learned a lot. Some of it was hard to take it or just wrap his mind around it, which he wrote off as being exhausted at the time, but the rest he was intrigued.

He learned from Mami Tomoe that in the original universe she was the first of the magical girls among Homura, Madoka, Sayaka and Kyoko to become one when she was caught in a car accident that claimed the lives of her parents but she survived due to the Kyubey's intervention. From what Lelouch believed was a case of survivor's guilt Mami began taking her duties as a magical girl very seriously determined to protect humanity from the witches. In the original timeline when Madoka Kaname became a magical girl she fought together under Mami as her student. The two had formed a formidable partnership, which led to them saving Homura from the very same witch that had killed Clovis yesterday.

Homura didn't become a magical girl right away at that point, but she spent time with them and observed their witch hunts while contemplating what she wanted for as a wish.

From what Homura, Mami and Kyubey had explained throughout their long discussion that in the original universe the purpose of Puella Magi or Magical Girls was to fight witches, malevolent creatures who spread evil curses by preying upon the dreams and hopes of people finding a way to twist it and then using their powers they sometimes used them to commit suicide or murders so that a witch could feed off their life energy. Sometimes a human unfortunate enough to enter their labyrinth are usually killed for their life force energy to strengthen the witch, which was the space Lelouch, Homura, Mami and Clovis had been drawn into.

There was a dark secret to being a magical girl which none are typically made aware of that the Kyubey had avoided mentioning although it claimed that they never asked about the details of becoming a magical girl. If their soul gems ever became corrupted with despair or used up their magic then their soul gems would hatch giving birth to a witch. Thus a deadly cycle was formed then, which according to the Kyubey was intended to harvest vast amounts of emotion energy from these girls in order to save the universe from entropy, so they simply chose the most efficient methods over the individual happiness of every magical girl since the lives of several hundred was merely a drop in the bucket when you consider the rest of the universe.

'Yet despite their intentions their whole plan has a number of holes in it that I noticed among other things.' Lelouch thought as his eyelids remained closed.

As his mind finally began to slow down he almost fell soundly asleep until someone popped a balloon near his ear causing Lelouch to wake up and nearly fall out of his chair.

Standing behind him was a blonde woman with blue eyes who was a little older than he was with blonde hair, a busty figure wearing the standard Ashford Academy school uniform consisting of a black skirt, a white dress shirt with a tanned jacket complete with a green tie on it.

"I knew that you had fallen asleep!" Milly Ashford said scolding Lelouch before throwing away the remains of the balloon she had popped to wake him up in a nearby trash can.

"You didn't have to go that far to wake me up."

"It serves you right for ditching me yesterday." Rivalz said as he simply saw his friend getting some well-deserved pay back after being abandoned yesterday.

"Yeah, what was up with you yesterday?" Shirley asked, but Lelouch was trying to dodge the question. Thankfully Milly intervened and managed to change the subject back to student council business they had to attend to.

"Never mind that, we have an important matter to take care of. We need to come up with a fix to the club activities budget or there won't be enough money for club activities."

"I'll say it once and I'll say it again, the science club and the rugby club need to stop overspending on their budget." An irritated Lelouch pointed out while using one hand to rub the left temple on his head.

"Yeah those guys especially the science club has been buying too many materials for their rockets and chemistry experiments. I swear those guys are going to blow up the chemical lab like Nina did that one time which is only going to make balancing the budget even worse." Rivalz said overlooking the fact the most timid and shy member among them was present in the room. Nina Einstein sat in her usual spot, which was a computer in a corner of the room working on something. She had black hair and purple eyes tied into a pair of small pig-tails on the side of her head wearing glasses.

"RIVALZ!" Milly said scolding the young man reminding him that Nina was right there.

"Oh sorry about that, but it wasn't intended it was just an example."

"Well the incident with Nina was different and the insurance on the lab covered it." Lelouch said trying to ease the feeling of embarrassment Nina was feeling. "Now if the science club does it then that might be a different story as I don't think the insurance would cover any of their blunders."

"Yeah, but we should have been told about this a few days ago where we could have taken care of it." Shirley said using this as a time to voice her own compliant.

"Maybe we should just give up then?" Rivalz suggested, which prompted Lelouch to agree as well.

"That is a good idea."

"GUTS!" Milly shouted surprising everyone in the room.

"Are you trying that guts spell again?" Rivalz inquired with Milly responding with a sly smile on her face.

"Yeah, I want you people to start putting your all into this."

"I really don't think that your magic's gonna do a whole lot." Lelouch said thinking more realistically than the others.

"Actually it's got me going, Madam President." Shirley said eagerly.

"Supple and willing, that's what I like." Milly said, but Lelouch knew what kind of direction this conversation was going to head towards.

"I train hard in the gymnastics club."

"That's not what I was getting at. You're a ten." Milly said as she eyed Shirley's bust.

"Huh?" The clueless Shirley muttered as Lelouch merely shook his head rolling his eyes just wishing for the meeting to be over already.

"From what I've seen in the girls' bathroom anyway, you've been filling out in all the right places, huh." Milly answered as Rivalz merely chuckled with Lelouch just ignoring it.

"What, what are you talking about, you perv?"

Lelouch sighed before a voice invaded his mind.

'I assume the council meeting isn't going well.' Mami asked through telepathy being provided through the Kyubey.

'It has just gone into the gutter.' Lelouch replied trying to block it all out.

Earlier before Lelouch left the Kyubey revealed that with its presence nearby it made Telepathic communication between him, Mami, Homura and Lelouch possible. Although technically Lelouch wasn't capable of becoming a Puella Magica, but his Geass and his ability to perceive witches and the Kyubey seemingly made it possible.

'Is your friend Milly always like this?'

'Most of the times, but either way it means more paperwork for me I have to deal with.' Lelouch grumbled in his mind. 'She may be the president in name, but I end up doing a lot of the actual work. Now unless it involves parties or a festival then she is more involved, but otherwise.'

'That sounds tiresome.'

'You have no idea, but if you ever meet Milly then my warning to you is this. Never go into the female baths with her otherwise she might get a little too close to you for comfort.'

'I…I…I'll remember that.' Mami replied as her thoughts sounded a little nervous. 'Surely she is not quite as bad as you seem to be making her out to be.'

'It's nothing like that, but she tends to be very eccentric sometimes.' Lelouch replied before remembering something to ask about. 'By the way I assume Homura has not returned yet?'

'No she hasn't, but I hope Akemi-san is careful through.'

'I know especially if the OSI are involved in this she can't be acting carelessly.'

'I am certain Akemi-san understands that very well after both of us explained to her about Britannia and other related details.'

'That is true,' Lelouch answered recalling that part of their long discussion last night involved bringing Homura up to speed on the state of Japan, the world and the new superpowers that had emerged in places of the ones she had been familiar with.

Speaking of stories Lelouch was amazed and intrigued at the same time of Mami and Homura's stories of what the previous universe had been like including countries such as the United States of America that existed in the place of the Holy Britannian Empire among other details. On that note as well he was impressed with the abilities Mami and Homura had, although he was somewhat envious partly because of his desire to be self-reliant wishing for the means to better fight the witches himself. He knew he couldn't have the power they had, which made him appreciate their presence in his life even more. Having said that Lelouch was impressed and yet he couldn't help, but feel sympathy to Homura and Mami considering the hardships and tragedies they had endured across the different timelines and in the old universe.

But obviously for Mami Tomoe things obviously hadn't improved for the young woman.

Instead of a car accident her parents were killed a couple weeks ago. Her father got killed when he refused to use his position as a worker in a Britannian Power Plant as a means for a terrorist group to help plan a bombing. Her mother ended up killed as a result with the terrorists likely have been planning to take Mami and forcibly conscript her into their organization, which sadly as Lelouch has heard was something a number of the more radical anti-Britannian groups did. When her father realized what was likely to happen he managed to warn through his wife who told Mami. Unable to reach them she fled escaping Mitakihara until finally taking refuge within Shinjuku.

She would later come across a discarded newspaper revealing that her parents were dead forcing her to survive on her own while avoid starvation and other dangers.

'By the way how are you holding up?' Lelouch inquired as the restoration of her memories of the old universe and the timelines she had lived through the former prince was concerned for Mami's mental state. He knew from his own experience what she was likely going through, but considering the unique situation she had it did raise some concerns for the young man.

'All things considered I guess I am doing alright, but I don't feel ok.'

'I understand.'

'I hope if this universe can be changed back…no…maybe made into something better where I can just live a peaceful existence as a human again. I don't feel like continuing life as a magical girl after all of this, but…' Mami was saying before she allowed her thoughts to trail off.

'We'll figure out something, but we'll address one problem at a time. I doubt what lays ahead of us will be easy, but just hang in there.' Lelouch replied in their telepathic conversation. Considering all of the things Mami endured Lelouch couldn't find any reason to blame her for just wishing to live out the rest of her days as a normal human. There was also the fact that like the others with the exception of Homura, Mami had been killed a number of different times in the previous timelines before the whole universe was changed. 'Despite what you might think of yourself I am impressed you have been holding together as well as you have so far.'

'Thank you Lamperouge-kun.'

'Please Mami-san just call me Lelouch at least.' Lelouch said remembering to use Japanese honorifics, but granted it had been seven years since he used them.

"Oh…I am sorry, but of course...Lelouch-san.'


Meanwhile somewhere else in Area 11 was Homura, who after acquiring a change of clothes and borrowing some makeup and a long-haired blonde wig to fashion a disguise for herself from the drama and arts club inside Ashford Academy, the magical girl was trying to find signs of Madoka. In light of the danger and opposition they would be facing Homura was trying to be as careful as possible knowing that one wrong move and she could not only danger herself, but Madoka as well too.

'If you go then you must realize the enemy might be watching her. Even if Clovis knew nothing about your friend Madoka then who can say that Kriemhild doesn't know and just didn't mention her to Clovis. You might be walking into a trap.' Lelouch's earlier words repeated inside her mind.

Homura didn't disagree with that possibly, but the longer she remained unaware of Madoka's status the more difficult it was becoming for her to remain calm. She had cautiously made her way to Mitakihara, but wishing to avoid notice Homura used a mix of taxi cab, foot and bus instead of going by train worried that the train stations would be watched. As she entered Mitakihara after walking from the nearest town she took a around about route to reach Madoka's house or rather find a area with a bird's eye view where she could check it from afar before approaching it.

Holding a book on birds in Japan and a pair of binoculars in one hand Homura pretended to be a bird watcher as she began scanning the skies for the sake of her act for a time, but after she was sure no one was watching her she turned her attention to a house. She had a hard time spotting it at first, but soon she found it.

What she saw caused her heart to sink and the blood to drain from her face.

The Kaname Residence has clearly seen better days, but it was more than its appearance that alarmed Homura. Other than the damage upon the structure of the ultramodern building the most alarming was the yellow police tape surrounding it. Homura was shivering terrible fearing she was too late, but could it been that the house was merely ransacked and the family had left for another safer place of residence. Still it didn't ease Homura's worries as she felt the need to find out what happened, but as she was contemplating how to best go about it without alerting their enemies to her search a voice behind her spoke.

"I am not surprised to see you come all the way here Homura." C.C. said speaking as the young woman was surprised to find the green haired woman standing there.

Instead of her prisoner uniform C.C. was wearing more casual wear consisting of a white blouse with blue dress slacks, black shoes and a matching jacket.

"It's you…what are you doing here?"

"I came here to find Sayaka Miki and restore her memories, but after I succeeded I began seeking out Kyoko Sakura and Madoka Kaname."

"Did you find them?"

"No I did not, but I have a location on one of them. But we need to find somewhere more private where we can talk. But to put you at ease Madoka Kaname is alive."

Homura felt some relief at the knowledge that Madoka was alive, but she didn't quite trust C.C. She couldn't put her finger on it, but there was something about her that was familiar that made her feel nervous. However at the same time she knew attempting to investigate this on her own would potentially lead to some problems which could only endanger Madoka if she wasn't careful.

"Alright then…lead the way." Homura replied before she followed C.C.


A/N: Well that is it for another chapter, I could have made it longer but I thought this was a good cut off point.

And yes Kyubey is back…

/人 ◕ ‿‿ ◕ 人\ "I am an important cast member, so how could I not be in this?"

Given how there might not be enough witches and grief seeds for them this time around I had to modify the magical girl system, which would make sense to a degree since someone had clearly tried to do away with magical girls and replace it with Geass. Although they are in no danger of becoming witches they need to be mindful of how much magic they use and how far they push themselves.

Also based on those who became magical girls in the past like Anne Frank, Cleopatra or Jeanne D'Arc (in fact I just became aware of a spin-off story about Jeanne D'Arc's time as a magical girl). I believed their bodies while merely husks as it is implied to be, but some take this meaning that their bodies are corpse-like somehow. Well considering that those like Cleopatra was said to have children so it's safe to assume as long as the soul gem is with them their bodily functions still operate allowing them to eat, sleep, etc. Even scenes in some of the manga I had observed seem to reinforce this. Of course once the soul gem is away from the owner then their bodies completely shut down, which as in the PSP game proves if the soul gem is away from the body for too long it will begin to decompose which is something that happened to poor Sayaka in the game before it was recovered.

And no don't get any ideas that this means I am planning a lemon for this story, I couldn't write one to save my life. As far as I might go would be kissing and the like, but the reason I mentioned so people wouldn't feel weird or uncomfortable if I did any kind of kissing scenes with Lelouch and his intended love.

I just thought I mention it to avoid any weird misunderstanding or discomfort with the whole issue with their altered bodies as a result of being a magical girl especially as a relationship develops between Mami and Lelouch. I would have liked to have done one of the others but discussions with EpicEbi convinced me that Mami would be safest of the five since the others would not be best due to all of their experiences and mental traumas they had endured. But you are more than welcomed to convince me otherwise, but for now unless I change my mind it will be Mami and Lelouch. Mami has technically won the poll at this point with Homura following behind her, Madoka, then Sayaka and dead last was Kyoko.

Thank you guys for reading the chapter and any feedback will be greatly appreciated.