Disclaimer: I do not own Code Geass or Madoka Magica.

A/N: I apologize for putting out another story, but I keep getting ideas, and people were hoping to see a continuation of my Six Brings of Hope and a Demon. Sadly the problem is that I am unable to decide on a good end game, so I decided to start from scratch and after a long time of researching Madoka Magica looking for a way to build a working story, Magica Record provided the means for me to create a story.

This story takes place days after Japan is invaded by the Holy Britannian Empire while Suzaku and Lelouch with Nunnally in tow are working to fend for themselves while Japan is fighting a losing war against Britannia. Unknown to the two, Nunnally was born with considerable potential to become a Magical Girl, and so Kyubey shall approach her with an offer for a wish, which will set into motion events that will have dramatic effects that will be not only felt across the world but through time itself.

I'll save further details like what are my plans for pairings and such for the end of the chapter, but the chapter itself should cover the rest.


Thinking thoughts

-telepathic communication- (except for Kyubey)

Chapter 1

Upon Wings of Darkness

August 15th, 2010, A.T.B.

"Brother, what is that smell?"

With her eyes close, the seven-year-old asked the one carrying her upon his back, but it wasn't the brother she called for. He was walking beside the boy who was carrying her to give her brother a break from carrying the seven-year-old girl. Her brother had black hair, amethyst eyes, a fair skin complexion wearing simple black pants and a white dress shirt while carrying a tattered backpack on his back.

"Well, Nunnally," Lelouch vi Britannia began, but he was hesitant to answer her.

The reason was at that moment the group was passing through a small town, and dotting the streets were the corpses of the townspeople. Judging by the destroyed buildings and various craters, it seemed the town was the victim of an aerial bombardment by military craft. Either after the initial pass or a second bombardment was carried some of the town's people had attempted to flee when they realized they were not safe in their homes.

If the smell was anything to go by, Lelouch was willing to wager whatever happened took place days ago.

I don't like lying to her, but how do I explain were walking through a town with dead people lying in the streets?

"Don't worry Nunnally, we're near a landfill," the boy carrying replied.

"Oh ok," Nunnally said, accepting the answer.

Lelouch exchanged glances with the boy who was Japanese with green eyes and brown hair wearing a red shirt with blue jeans. Lelouch wasn't angry, but thankful despite both of them not being comfortable with lying to the seven-year-old girl. However, the two ten-year-old boys did silently agree it was acceptable in this case, if reluctantly so.

His friend Suzaku Kururugi said nothing because further, no words had to be said.

"Maybe we can find something up ahead, but then we should find a place to spend the night at," Lelouch suggested if to steer the conversation far away from any further inquiries about their surroundings.

"Ok," Nunnally said, although there wasn't very much she could do, so agreeing was all she could do.

Unknown to the boys and unseen by them, a small plush toy like creature that was a cross between a rabbit and cat with gold rings around its long ears and pink eyes was following close behind.

We haven't seen any soldiers, so I guess all of the fighting is happening in the major cities and coastlines, Lelouch thought.

Five days ago, the Holy Britannian Empire had declared war on the small island nation of Japan, which happened as a result of deteriorating relationships between the two countries over Britannia's aggressive expansionism having conquered the Indochinese Peninsula. Japan responded by attempting to apply economic pressure on Britannia by aligning its policies with the Chinese Federation and the United Republic of Europia.

Unfortunately, this plan backfired.

In the past, Japan has enjoyed economic prosperity thanks to its clever distribution of sakuradite, a vital resource valued much by the three superpowers of the world, creating a three-way uneasy standoff between the three superpowers including Britannia. However, knowing that the Chinese Federation and the EU would invade Japan to claim its Sakuradite deposits for themselves should Britannia invade, the Emperor fooled the two superpowers by deploying his flagship and his elite guard the Knights of the Round to Africa and India to divert their attention.

This strategy succeeded in leaving Britannia to launch a massive invasion of Japan, attacking with overwhelming force from three different points.

The war is more or less over, so it's just a matter of time before Japan is forced to surrender, or most of the country will be wiped out, Lelouch acknowledged internally.

He had heard about the deployment on the news, which Lelouch found rather odd such news would've been leaked like that. Yet once Britannia began its invasion, it became clear as day it was nothing more than a distraction to draw the attention of the Chinese Federation and the E.U. away from Japan.

It's going to be too late for them to intervene, but even if they did, it would've been a three-way fight for Japan instead of coming to the country's defense just to seize its Sakuradite Mines.

Japan provided the world with seventy percent of the world's supply of Sakuradite, which had become a critical component for military and technological development. It was the reason Japan had prospered as a nation despite its small size and lack of any other noteworthy resources, but it's what also made it a target as Britannia conquered more of the Pacific Ocean.

And here we are, left to die just to provide a better excuse for the invasion, Lelouch thought bitterly as anger began to swell up within him.

Lelouch vi Britannia was a prince of the Holy Britannian Empire, one of many children the Emperor has had with his one hundred consorts. He and Nunnally were exiled to Japan to be used as political hostages, or as their father, the Emperor put it as bargaining tools. Lelouch had spoken out against his father for the treatment of his sister after she was crippled following the assassination of their mother, Marianne vi Britannia.

The one responsible had gotten away with while Nunnally was left paralyzed from the waist down, and she was left blind due to the trauma of their mother having died shielding Nunnally from the bullets that killed Marianne.

Her legs were not so fortunate.

You just wanted us to die here didn't you, Lelouch thought as he remembered his father, Charles zi Britannia.

Some might've expected the husband who had their wife gunned down, and their daughter crippled to take immediate action, but Charles did nothing, which led to a heated exchange with Lelouch. It accumulated with Charles banishing Lelouch and Nunnally to Japan when the former renounced his claim to the throne out of spite towards Charles.

You're dead, Charles's words echoed through Lelouch's mind, but it only caused the rage to swell within him even more.

I'll prove you wrong, and one day I'll destroy Britannia, Lelouch remarked internally while making a silent vow.

Later that night, after the group had found a safe place to set up a makeshift camp using all of the supplies, they had savaged along the way.

It wasn't much, but their temporary shelter was better than nothing, although it consisted of a blue tarp the boys had found to use as a makeshift tent along with any blankets they found. The food they found was edible; all of it canned foods, at least alongside the bottled waters they were fortunate enough to have collected.

"How long will the war last?"

Suzaku exchanged glances with Lelouch, and their expressions indicated neither had a good answer for her. The only thing the two boys knew was that Japan was facing a substantial invasion from northwest, west, and southwest directions with an overwhelming amount of force. The last report they heard before the portable radio they had lost power was the Britannia Army was making landfall, and that was three days ago.

Japan's navy and airforce couldn't repel such an invasion, but I suppose it can be helped given the sheer amount of force Britannia had brought to bear against Japan, Lelouch noted internally.

"I think the war is over, but I think it's going to depend on how long the Japanese Military can keep up the fight," Lelouch answered.

Had this conversation taken place earlier Suzaku might've offered a sharp rebuke, but given everything that has happened in the last five days, he was forced to accept the fact Japan was doomed to lose the war. Suzaku was understandably proud of his country given that he is the son of Prime Minister Genbu Kururugi.

Even though it was tragically clear, Japan had already lost.

"They'll probably fight to the last man," Suzaku pointed sadly.

"Yeah, they probably won't surrender despite the staggering odds against them," Lelouch offered in agreement.

"Britannia has likely landed a lot of ground troops," Suzaku said before asking Lelouch, "because didn't they make landfall a few days ago, Lelouch?"

"Yeah, that last radio broadcast we heard before we lost the signal confirmed as much, which means Japan has lost control of seas and skies," Lelouch replied. "Most of the fighting is happening on land now, which should be around the coast and in major cities as well as any places of strategic importance like military bases and government-controlled installations."

"So we should be fine as long as we stay far away from those places?" Suzaku said, hoping that would give Nunnally some reassurance.

"Yeah, and if we can find food and water, we'll be better off," Lelouch added, which seemed to put Nunnally a little more at ease.

"So, we just need to stay out here until the conflict ends?" Nunnally inquired.

"Yes," Lelouch answered.

I just don't know how long that will take.

Later that night, after Lelouch and Suzaku fell asleep, the white creature crept closer to the slumbering children, but it slipped past the two boys before approaching Nunnally.

Nunnally was sound asleep in a sleeping bag safely under the tarp, but the small creature sat down beside her.

"Nunnally vi Britannia," the small creature began, but instead of speaking with words, the animal communicated directly with her mind through telepathy.

"Huh," Nunnally said as she began to stir, "who's there?"

"Do not be alarmed," the creature said before introducing itself, "I am Kyubey."

Nunnally was about to call out her brother when Kyubey acted quickly to assure her to avoid waking the two boys up.

"Calm down, I have no intention of attacking you, but even if you woke them up, they wouldn't see nor hear me. I have come to offer you a wish."

Nunnally seemed to calm down a little, although she was momentarily panicked when a stranger suddenly woke her up in the middle of the night, now it appeared they were offering her a wish.

"I don't understand, what do you want to offer?"

"I am a Messenger of Magic," Kyubey began, "In exchange for one wish of whatever you desire, you will become a Magical Girl to battle witches."

"Any wish?"

"Yes, anything you want. You ask for your legs to be restored, this war to end, or something else. There is nothing beyond my power to give you, but remember once you make your wish in exchange, you must battle witches the Bringers of Despair." Kyubey explained while offering a warning.

"Are you serious?" Nunnally asked, sounding reasonably skeptical.

"Quite, but perhaps this will convince you," Kyubey offered.

Suddenly Nunnally was seeing herself through Kyubey's eyes, allowing her to see the world for the first time since the trauma of eyesight both her mother and her legs robbed her of her sight.

"Is that me?"

"Yes," Kyubey answered, "it's minor display, but does that convince you?"

Nunnally was indeed convinced, but then she began wondering what she should wish for. Ending the war was tempting, but in the back of her of mind, Nunnally knew regardless of who won the war, she and her brother would just be right back where they were. Even though Lelouch never said anything, she overheard Suzaku arguing with her brother.

You need to stop going out on your own, or the neighborhood kids will just keep attacking you, Nunnally thought as she remembered Suzaku's words to Lelouch.

Ever since the siblings arrived in Japan, their treatment was questionable at best, having been forced to live in Suzaku's clubhouse on the edge of the estate, which was barely considered a house. Then after Lelouch learned enough Japanese, he began venturing beyond the estate to buy their own food. It wasn't that Lelouch distrusted the Kururugi Family knowing his and Nunnally's death would invite war, but influenced by the last exchange between Lelouch and their father that left her brother with the impression he was nothing without the Emperor.

In response, Lelouch intended to prove the Emperor wrong and prove he was "alive" by becoming more self-sufficient.

Yet it seemed her brother was suffering for it, and there were some other times Nunnally was fearful for her brother, given how weak he was.

Even Suzaku beat up my brother when we first met, Nunnally recalled.

Unlike now, the first meeting between Suzaku and Lelouch was a hostile one due to a combination of factors at the time. The fact no one told Suzaku that two members of Britannian Royalty would be living in his clubhouse and due to deteriorating relations between Japan and Britannia led to them being instantly disliked, to put it mildly.

Suzaku and Lelouch later became friends, but ending the war wouldn't solve our other troubles, Nunnally thought ultimately deciding against wishing for the war to end.

Lelouch and Suzaku later became friends through Nunnally, who was the one person he refused to harm due to her disabilities after Suzaku gained a more complete understanding of the siblings' situation.

Giving my brother strength I don't think would benefit him that much, Nunnally thought.

All Nunnally wanted was to stay with her brother, but knowing their lives would always be at risk, especially Lelouch, since he was determined to live on their own.

A thought came to mind.

"I have an idea for a wish, but what are these witches I'll have to fight?"

"Witches are Bringers of Despair," Kyubey answered before explaining, "They are creatures that feed off of misery and spread curses leading to disasters. Normal humans cannot see them, and they conceal themselves within otherworldly mazes called labyrinths. Any human who wanders into one will never escape, and they can control other humans to further their efforts to spread their curses."

"Ok," Nunnally replied, sounding slightly nervous, "So if I make my wish, how would I fight them?"

"After granting your wish, I'll create your Soul Gem, allowing you to become a Magical Girl."

"A Magical Girl," Nunnally asked before remembering something. "Oh, you mean those girls with magical outfits and sailor uniforms?"

Despite Magical Girls originating from Japan as mahō shōjo as is a subgenre of Japan's various fantasy light novels, manga, anime, and even video games, it became trendy in Britannia launching even their own various manga and anime to "compete" with Japan. Regardless of the source, they were the same in the regard of featuring young girls capable of using magic.

Kyubey tilted its head to one side before answering, "Yes, on the magical part, but no on the sailor uniforms. Every Magical Girl's outfit is unique based on their personality and the nature of their wish."

"Even their abilities?"

"That's right," Kyubey answered.

"If I don't wish for my legs to be healed and wish for something else, could I still heal them with magic?" Nunnally asked.

"Yes, you could, but your eyes could be a problem since they are shut due to trauma and not damage like your legs." Kyubey replied before adding, "But it would be possible to use your magic to enhance your other senses to compensate for your lack of eyesight."

Using this new information, Nunnally contemplated her wish, although recognizing the clear danger she would be putting herself into the idea of regaining the usage of her legs was very tempting. Furthermore, she resented the fact she was helpless, which only furthered the temptation of making a wish with Kyubey.

Not to mention, she could help her brother with her wish so that she wouldn't be so helpless anymore.

"Kyubey, I wish for my brother to be granted the ability to use magic with the ability to copy the magic of other Magical Girls to strengthen his own magic and add their abilities to his own," Nunnally declared.

"That's a rather detailed wish, but very well. There will be some momentary discomfort," Kyubey warned.

Nunnally felt a pain in her chest as she felt something was being pulled out of her before a glowing pink light she couldn't see radiated in front of her. She managed to resist crying out in pain, but thankfully the pain was brief.

"Now take hold of your Soul Gem," Kyubey instructed as Nunnally's Soul Gem materialized, but despite being blind, Nunnally reached out and seized her Soul Gem.

Her Soul Gem sat in the palm of Nunnally's hand with a pink egg-shaped jewel encased with a gold casing with a golden Oncidium decorating the top.

With Kyubey's telepathic instructions, Nunnally applied her newly gained magic to her legs, restoring them, and in a moment Nunnally slowly rose to her feet as a sense of exhilaration filled her.

"I can walk," Nunnally said happily with tears falling beneath her closed eyes.

Meanwhile, Lelouch and Suzaku were still sound asleep, but Lelouch was glowing briefly before the glow faded.

The following morning in another corner of the countryside of Japan there was another camp occupied by a group of girls, four of them to be exact.

Unlike the camp set up by Lelouch and Suzaku, the camp the girls had made was more organized and very well prepared with tents, one for each of them, and plenty of food and water to last them a few months as long as they were mindful of their supplies.

As the sun rose over the horizon, one of the girls emerged from the tent. She possessed short white hair and teal eyes wearing a white T-shirt and black shorts exited from one of the four identical grey tents with a yawn.

Mifuyu Azusa took a deep breath before using one hand to wipe away the drowsiness from her eyes, but soon another girl exited her tent.

Exiting her tent was a girl with long blonde hair and purple eyes with a more tired expression upon her face wearing a larger black T-shirt as a make-shift nightgown of shorts.

"Morning Mifuyu," Kanae Yukino greeted.

"Good morning Kanae," Mifuyu said, returning the gesture before exiting her tent to stretch.

After the pair finished stretching, they proceeded to clean themselves up for the day ahead. Once they were finished, the two fourteen-year-old girls were soon dressed in new clothes, which consisted of jeans and hiking boots with different shirts between them. Mifuyu wore a white shirt with a floral pattern on it while Kanae wore a black skirt with a skull and crossbones upon it.

Then the last two members of their group began to stir with the third tent opening as a girl with waist-length green hair and matching eyes emerged wearing light green floral print pajamas.

"Wow, you two are early birds," Mel Anna remarked as she soon emerged from her tent to clean herself up before getting changed.

Then last and not least, the leader of their group was the last to exit her tent.

She was the same age as the rest with waist-length blue hair and light blue eyes wearing white and blue striped pajamas.

"Well, this is a first you are usually the first of us to wake up," Mifuyu teased.

Yachiyo Nanami was wide awake, but like Mel, she also took a moment to stretch her limbs.

"Good morning," Yachiyo said, side-stepping the subject of her oversleeping.

After Yachiyo and Mel finished getting ready for the day, the group sat down together at the center of their campsite, eating breakfast while planning their day.

"So, are we moving further inland still?" Kanae asked before eating the last of her breakfast.

"Yes, because we should stay away from the cities and the coastline for the time being. I know it's going to be hard for some of us, but," Yachiyo answered before her expression became one of sadness as her sentence trailed off.

Yachiyo was concerned for her grandmother, who was the only living family she had left because her mother and father died in an accident when she was nine years old. Presently her grandmother was living in a special care home, but it had been evacuated when Britannia began its invasion. Luckily for them, Kamihama City wasn't in immediate danger due to its location being on the eastern side of the small nation while areas in the north, south, and west of Japan were being hit.

A majority of the population seized the opportunity to flee Japan before Britannian forces could circle around Japan and cut off any further attempts to escape while ensuring the Chinese Federation couldn't send its own troops in without provoking a full-scale war with Britannia. Yachiyo had arranged for her grandmother to be evacuated to the Chinese Federation, but due to her duties as a Magical Girl and to her friends, she chose to stay much to her grandmother's distress.

You know I wouldn't abandon my friends, but I am sorry I couldn't tell you about my responsibilities as a Magical Girl, Yachiyo lamented internally over her decision to send her grandmother away to another country.

The only other person among them who had any family to speak of was Kanae, who also had a grandmother who was in the hospital.

Thanks to Yachiyo's efforts and connections due to being a well-known fashion model in the city, she was able to get Kanae's grandmother safe passage to the Chinese Federation, where she hoped she would be safe.

Mel, on the other hand, didn't have any family, or at least as far as Yachiyo and the others knew despite having known her for over four years. Mifuyu, however, was a different story. She came from an old family who never gave Mifuyu any freedom. She never offered any details finding discussing her parents unpleasant, but Yachiyo wondered if because of conditions at home she just simply decided to leave them to fend for themselves was an indicator of how hostile relations between Mifuyu and her family had become.

Still, the girls were all wondering what the future would hold for them because they were keenly aware of the fact Japan wasn't going to win the war as much as they wished otherwise.

Yachiyo's thoughts were interrupted when a visited had just arrived.

"Good morning," Kyubey greeted upon arriving at the girl's camp.

"Hello Kyubey," Mifuyu said, returning the greeting.

"So, how has the war been proceeding?" Kanae asked.

"I am afraid the situation isn't improving much for Japan. The Britannian Army's new weapon they are calling Knightmare Frames are overwhelming Japan's ground forces wiping out tank battalions." Kyubey replied.

Much of their information about the current state of the war came from Kyubey, who had the latest news on war, and it was thanks to him the girls knew where to be to avoid being drawn into the conflict.

Although they thought about involving themselves in the war, Kyubey had warned them against it. Not only would it risk consuming much of their own magic, but ultimately their actions wouldn't affect the final outcome of the war, which Kyubey explained has been more or less decided. Even if other Magical Girls would get involved, Britannia's invasion force was too numerous for them to truly fend off.

Not to mention, Kyubey revealed there were other girls in Japan making wishes for either the war to end, for Japan to win against Britannia or both. However, there were others in Britannia, the daughters of the soldiers fighting in Japan who wished not only for their safe return but for them to win against Japan and conquer it.

The girls who have the potential to become stronger Magical Girls will regrettably overwrite the wishes of the ones who do not. As a result, I do try to advise them against making such wishes since they tend to cancel one another out during wars like this one, Kyubey had once explained to Yachiyo when she had asked if someone making a wish to affect the outcome of the war would do anything.

On the other hand Kyubey did reveal that those who heeded his warnings before making their wishes did instead wish for living conditions after Britannia's inevitable conquest of Japan would be better for them, so if anything they may not face as many problems those in other conquered Areas face such as having their name and culture stripped of them.

"Damn, I never thought Britannia would use machines that sound like they are straight out of a science fiction movie," Kanae commented.

"They are a very aggressive country who believes strongly in the pursuit of progress, especially when it comes to technology," Kyubey pointed out. "Their creation of the Knightmare Frame is one of the many proofs of that."

"And Japan got left behind if our military is being so soundly crushed," Mel said with a mixture of sadness and distress.

"To be fair, the introduction of the Knightmare Frame wasn't a major factor of the war. Its introduction has merely shortened the ground battles, but that was after Britannia's Naval and Air Forces overwhelmed Japan's with a combination of staggering numbers and possessing improved military hardware and weaponry overall."

"That makes it sound like our country is badly outdated compared to the rest of the world," Mifuyu commented.

"It's hardly Japan's fault," Kyubey said before elaborating furtherer. "Given the size of Japan itself and its population, it's resources beyond their Sakuradite Mines is very limited. Britannia has both a far greater population and more land under their control, giving them vastly more resources to enhance both their production and military with."

"Geez what were our leaders thinking trying to pressure a country much bigger than us," Mel remarked while she was playfully shuffling her favorite tarot cards.

"In the past, our country used their possession of the world's largest Sakuradite Mine to enjoy economic prosperity by manipulating the other three superpowers into a tense standoff, and they probably thought they could do so against to stop Britannia's aggression," Yachiyo explained calmly and logically.

"But this time it didn't work," Mifuyu added, "I doubt the Chinese Federation and the E.U. would help."

"Why not?" Kanae asked.

"Because they would be more interested in claiming Japan's Sakuradite Mines for themselves than helping Japan. It would turn into a three-way war between which would tear Japan apart," Yachiyo answered.

"That is true because it would benefit them more to seize Japan and it's Sakuradite Mines than helping such a small country," Kyubey added before deciding to change the subject. "Anyway, there was something I had wanted to ask of you, Yachiyo."

"What is it?"

"There is something I would like you and your friends to take care of for me," Kyubey answered before proceeding to explain.

Later that same morning, Lelouch and Suzaku, with the latter carrying Nunnally continued their trek deeper inland moving further away from likely locations expected to become battlegrounds. Even so, Lelouch and Suzaku were on guard and took great care to avoid any populated areas.

After all, Japan was at war with the Holy Britannia Empire, so two Britannian Children were unlikely to receive any kind treatment. If Lelouch was attacked by the local children for merely being Britannian before the war, then Lelouch didn't want to find out the difference in treatment under the current circumstances.

Unless the town showed signs of being abandoned or ruined, the group would steer clear of them.

But we're going to start running low on water and food even if we ration what we have now, Lelouch thought concerned their supplies would slowly diminish into nothing.

Using a pair of binoculars to examine the town from a safe distance Lelouch and Suzaku took turns trying to spot any sign of anyone living within.

"It looks empty to me," Suzaku remarked while Lelouch held the binoculars for Suzaku so the latter could focus on holding onto Nunnally, who was riding piggyback on him.

"Yeah, but the people could be hiding since they can't be sure if anyone from the Britannian Army might pass through here. If the town looks abandoned, they might leave it alone," Lelouch pointed out.

Although exploring an abandoned town would give them an excellent chance to collect supplies, the risk was extremely high its inhabitants could be there. It might not be an issue for Suzaku, but for Lelouch and Nunnally there was a genuine risk the two could end up killed.

That was a worst-case scenario, but at most, they would be just turned away.

"Maybe I should go in?" Suzaku offered.

Lelouch contemplated that idea, although Suzaku could move around more freely. There was no assurance the inhabitants of the town would be friendly, especially should they inquire about Suzaku's presence and why he was visiting.

The more Lelouch thought about it, the more he was convinced they should just move on.

"I think we would be better off continuing on," Lelouch said, although Suzaku was seemingly disappointed he understood Lelouch's reasoning.

"Alright," Suzaku replied, and the group did just that.

It was unfortunate, but the risk was too high for them.

A short time later, while walking through the forests, Suzaku heard a twig snap causing the group to pause before someone wearing a tattered black jacket with matching pants and boots sprang out from some bushes near the pair attempting to strike Suzaku. Thanks to years of rigorous martial arts training, Suzaku pulled back and evaded the attack just in time.

"Suzaku let go of Nunnally," Lelouch said while ready to catch his younger sister allowing Suzaku to fight back without having to carry her.

Suzaku did just that; although Lelouch fell back trying to carry his sister, Suzaku was now free to engage their attack.

"Well, someone who knows how to fight," the ten-year-old with white hair and grey eyes complimented, "that's good. I love a good fight!"

"Will Suzaku be ok," Nunnally asked while Lelouch was trying to get back onto his feet to move his sister away from the brawl.

"He'll be fine Suzaku is a lot stronger than us."

"That's a shame because that means you two are in trouble," a second voice belonging to another girl who appeared to be older than her accomplice.

She possessed long light pink hair tied into a ponytail that split off into two below the neck wearing black shorts and a dirty pink shirt while holding a broken pipe in her hands.

The second girl was about to strike Lelouch, but in his moment of panic and worry for Nunnally, something unexpected happened.

"Huh," the second girl said, shocked to find that she hit nothing. "Where did you two go?"

"How," Lelouch said as he was just as shocked by the development, "how did we just move away like that?"

Lelouch didn't see Suzaku or the two attacking them, but he could hear them in the distance behind them, meaning he wasn't too far from them.

"Interesting," Kyubey remarked approaching Lelouch and Nunnally, "It rarely happens whenever I grant a boy like you the ability to wield magic, but it seems you inherited your mother's teleportation ability."

"Who," Lelouch said, seeing Kyubey, "what are you?"

"Kyubey, does that mean my mother was a Magical Girl too?" Nunnally asked, surprising Lelouch.

"Yes, she was," Kyubey replied before proceeding to explain. "A mighty one at that whose magic allowed her to teleport short distances, which helped her earned her nickname Marianne the Flash. Her control and usage became so refined it appeared she was moving extremely fast to a casual observer. As a result of being her child you were born with tremendous potential as a Magical Girl, and Lelouch shares that potential even though he is a boy who cannot normally become one."

However, any children they have if they are girls can, Kyubey remarked internally.

"Nunnally, what is going on," Lelouch asked.

"I am sorry, brother, but I made a contract with Kyubey to give you magic?"

"What kind of contact," Lelouch inquired, but a part of him knew he wasn't going to like the answer.

"In exchange for granting one wish, she has become a Magical Girl to fight against witches just as your mother once did," Kyubey answered.

"She did WHAT!" Lelouch exclaimed in horror at the implications of that revelation.

Around the same time, despite the fight between two against Suzaku, whose martial arts training gave him the edge against his attackers who were finding it difficult to take him down.

Suzaku forced the white-haired attacker back with a roundhouse kick while her accomplice joined her.

"Damn, this Japanese kid is tough, isn't he Corbeau?" The pink-haired girl commented.

"I know Lapin, but that's what makes this fight so much fun," Corbeau replied with a big grin.

"Are you two Britannians?"

"No dumbass," Lapin snapped before she rushed Suzaku swinging her weapon at him, but Suzaku skillfully avoided it. "We're French!"

"We were abandoned by our parents on this piece of garbage land, so we got to fend for ourselves any way we can!" Corbeau replied before joining Lapin in a coordinated attack against Suzaku.

Although Corbeau and Lapin lacked any clear formal training in hand to hand, their ability to coordinate and work together as a team allowed them to compensate. Corbeau, despite any training, was clearly a natural brawler given her strength and endurance. With proper instruction in martial arts of any other hand to hand combat training she could become quite the fighter.

Suzaku's own training allowed him to fight the pair off, but there was no sign of ending the fight quickly.

Until he finally landed a solid blow when Suzaku leaped back before using a tree to launch himself into the air before performing a spin kick that hit Corbeau across the face knocking her to the ground.

"HOW DARE YOU HIT MY SISTER!" Lapin snapped now wholly enraged.

"She's a girl," Suzaku commented by accident, having mistaken Corbeau for a boy, but he did on some level regret hitting a girl more in regards to the principle of the matter. However they were attacking them, so Suzaku was merely fighting back in self-defense. "I am sorry about that, but you are attacking us, so I am just fighting back."

Unfortunately, that comment only enraged Corbeau as she picked up two rocks before tightening her fists around them as she got back up.

"What the hell," Corbeau began as Suzaku instinctively adopted a defensive stance after deflecting Lapin's attack with his hands, "DID YOU THINK I WAS!"

Corbeau charged Suzaku, but when Suzaku tried to fight back, she powered through his strikes despite taking a hit on her shoulder and chest. Suzaku dodged the first punch, but the second from Corbeau hit him square in the stomach knocking the wind out of him. Thanks to the rocks, she was using Corbeau's punches carried more behind each blow. However Suzaku, who has endured a very rigorous training at the hands of his teacher, didn't go down with a single punch.

Suzaku fought back this time, dropping low to knock Corbeau off her feet with a sweeping kick before leaping back up before Lapin could attack him.

Despite the punishment, Corbeau took when charging Suzaku, her grin had only gotten wider.

"What pain," Corbeau began before blushing, "I like it!"

She's crazy, Suzaku thought before wondering how he was going to win this.

Suddenly the world around them became distorted as something otherworldly and surreal began overlapping their surroundings.

"What's this," Lelouch demanded as he, Nunnally and Kyubey, were also caught up in the unusual occurrence.

"It's a Witch's Barrier or otherwise called a Labyrinth," Kyubey answered.

"You mean a witch is attacking us?" Nunnally asked.

"Yes, although I am surprised one is all the way out here, so this one must've been born recently," Kyubey replied, having expected most Witches to be near where the conflicts are since they provide more opportunities for them to prey on humans.

"Is this a way out?" Lelouch inquired, especially since he saw no sign of escape.

"The only way out is to defeat the Witch, so Nunnally must fight it."

"She can't, Nunnally," Lelouch began until he saw Nunnally stand up, causing Lelouch to look at her in stunned silence.

"I used my new magic to heal my legs," Nunnally explained to her stunned older brother before she drew her soul gem.

Drawing on its power Lelouch watched his seven-year-old sister transform as her simple pink jumper and white shirt turned into a fashionable pink dress with slits in the sides for ease of movement and white angel-like wings wrapped around her shoulders wearing white boots and matching tights underneath her dress with white gloves and pink bow miniature hat on her head.

Flowing from her shoulders were long pink strips, two per shoulder, with blade-like ends.

"What about your eyes?" Lelouch asked, although he wanted to ask more details about the power she had, he was more concerned about the fact she was still blind and was expected to fight some kind of monster.

It was a fact that deeply bothered Lelouch, to put it mildly; although he wanted to do something he didn't know what he could, that made it even worse.

"Her lack of sight is a problem," Kyubey acknowledged, "however, with time and training she could use magic to enhance her other senses to compensate."

"We don't exactly have time," Lelouch pointed out.

"You're right," Kyubey said in agreement, "but someone has wished for your well being to be assured, so I have already taken steps to ensure that wish is fulfilled as per my contact with them."

"What do you mean?" Nunnally asked, but another voice answered for her.

"It could be possible Kyubey meant me," another voice belonging to another girl replied.

Approaching the pair was a girl who was as old as Lelouch was with long waist-length russet hair and matching eyes wearing a Victorian-era gown and coat with black and red colors with a gold trim complete with a red bowtie. A ballooning dress was part of her attire, but it opened in the middle to not only allowed her to move more freely; it showed she wore a skirt and knee-high black socks with red and black shoes.

"Hello, my name is Touka," Touka greeted before closing the parasol that matched the colors of her outfit. "I am a Magical Girl too."

Lelouch was about to say something when the sound of something else approaching them caught his attention.

Emerging from the shadows of the otherworldly environment was creatures Lelouch had never seen before, which could be described as giant caterpillars being bigger than a large dog. Their designs were unusual, but they had seashells for horns on their heads and other materials composing their bodies Lelouch couldn't quite identify.

Lelouch took a step back, knowing he had no weapons to fight back with, "What are those things?"

"They are Familiars, creatures spawned by the witch to do her bidding," Kyubey replied.

"I'll handle this," Touka offered with a polite bow before a wave of her hand led to twenty open parasols to suddenly manifest in the air around her.

The twenty parasols took to the air before they took aim at the dozens of familiars belonging to the witch called Zabaii. At her command, Touka's parasols began shooting beams of concentrated magical energy that proceeded to tear through the ranks of the familiars, causing them to scatter, but Touka merely conjured more parasols to systematically wipe out the attack familiars before they could get close to Lelouch or Nunnally.

Lelouch had to shield himself from the dust and sand that was sent flying into the air with the destruction of the Familiars.

She wiped them out so quickly, Lelouch commented internally.

"I guess you must be new to all of this," Touka said, approaching Nunnally and Lelouch, "but I am surprised to see a boy here."

"Its because my brother can use magic," Nunnally answered.

"Oh, that's a first, but I guess that explains it," Touka replied, intrigued by the revelation.

"Why did you help us?" Lelouch inquired, although he wasn't ungrateful for it, his past experiences has made him suspicious of others.

Lelouch had a hard time accepting those who would help without wanting something in return.

"Why not?" Touka replied. "Despite my powers, this witch is dangerous, so I was hoping your sister would help me to destroy it, thereby increasing our chances for victory to one hundred percent. I am willing to let your sister have the grief seed."

"Greif Seed," Lelouch said, clearly unaware of what that meant.

"A witch's egg, which I suppose you can call it the core of the witch. After a battle, Magical Girls would use them to cleanse their Soul Gem of impurities to restore their magical power," Kyubey answered.

"If a magical girl's soul gem becomes too tainted, they could die because their magical energy is their life force," Touka added as a warning.

"Was Nunnally even warned about that before she made a contract with her?" Lelouch asked while holding back his anger.

Nunnally was about to say something when Touka intervened.

"This isn't the place for this discussion," Touka pointed out.

Lelouch was still both understandably upset and distressed by this fate Nunnally had placed upon her shoulders; he knew Touka had a point.

"You're right," Lelouch said calmly, putting his anger aside for the time being. "First, we better locate Suzaku, and then we'll go from there. Then we can hunt down the witch so we can escape."

"It would be better to kill the witch first," Kyubey suggested.

"Maybe, but if this place is a maze as you say, then there is a chance we could find Suzaku on our way to slay the witch," Lelouch pointed out.

I just hope you're alright Suzaku, Lelouch thought while Touka took point to lead the group through the witch's labyrinth.

A/N: this felt like a good point to end it.

Anyway, Lelouch, Nunnally joined by Touka have to find Suzaku before the Familiars of the Witch's labyrinth kills him.

More help could be on the way, but will they make it in time.

I almost had Tsuruno Yui and Momoko Togame part of Yachiyo's group, but I don't know when they became Magical Girls, but I assume Tsuruno likely joined sometime after Momoko became a Magical Girl and ran with Yachiyo's group before forming her own group. So if anyone was wondering why I didn't include them.

And I will reveal the Touka before Lelouch and Nunnally is Touka Satomi, and yes, as mentioned this is happening five years before events of Magica Record so why she is there is part of the story's plot and mystery just so no one assumes she is an OC of some kind.

Now for the pairings, although I am more than content to pair Lelouch with one character with Mami Tomoe being my original choice but given how emotionally fragile she can be when it comes to truth behind witches I am looking at Iroha Tamaki (and yes she'll be Shinichirō Tamaki's niece), Yachiyo Nanami, Corbeau and others as alternatives.

A harem is a possibility, but only if I can make it work without being a hindrance to the story while avoiding some of the traditional pitfalls if possible.

I have a poll on my profile to determine a lineup, seven will be the maximum number, but unlike my other harem polls, this one has some additional conditions added in where those who rank the highest don't just secure a chance to be part of the harem.

I should note none of them have to win the poll to be in the harem for these conditions to be resolved, but at least in the top twenty or higher. Because I will hold a part two of the poll to narrow it down further, but if there is anyone else who you feel I should include (some I kept out because of their age or I didn't think their personalities would mesh well with Lelouch) then let me know via PM or by review.

Condition One: depending on how high Kallen and C.C. are on, the poll will determine which of them will appear in the story first.

Condition Two: Akira Shinobu (daughter of a karate school instructor) and Asuka Tatsuki (the assistant naginata instructor at the Ryushinkan Dojo that teaches swordsmanship), whichever of the two is the highest over the other will determine which of their school Lelouch will go to further train and strength his body. He has access to magic, but Lelouch is more of a glass cannon since he doesn't have the increased strength and durability a magical girl has, so Lelouch will have to find ways to compensate for it or just be mindful to avoid being hit.

Condition Three: The higher Kanae Yukino and/or Mel Anna are on the poll, it determines if they will survive or not, but keep in mind that means someone else could die. I will not elaborate further to avoid spoilers to their stories.

So I hope this adds an interesting twist to the poll besides just choosing pairing candidates for Lelouch.

As a side note, unlike Corbeau, Riz, Melissa, and Tart won't appear until later in the story when the group ends up visiting France, and this time, it won't be through a dream. But they could have a shot at winning Lelouch's heart depending on how events play out.

And keep in mind, and I mentioned it in the poll to avoid being misunderstood that there will be no romantic relationships until Lelouch reaches seventeen or eighteen, but since this is starting with Lelouch as a ten-year-old boy that means I got a good seven to eight years to sort it all out and narrow down a romantic partner (or partners) for him.

Anyone who knows me should be aware I refuse to do underage pairings, so I don't want anyone to get the wrong idea.

And if anyone was worried about the whole thing of Magical Girls' bodies being husks or zombies as some put it that could cause issues for a pairing I already got a few plans in mind to deal with that issue as a precaution, and if Magical Girls like Cleopatra and Isabeau de Bavière could have children while they were Magical Girls, the latter had quite a few sons and daughters historically, so I don't think a relationship with one should be much of an issue.

Either way, I got a plan in mind to deal with it in the future, so rest assured.

Besides, I am sure children of Magical Girls would possess potential to become capable magical girls themselves, which is something I am sure even Kyubey would take note of. And now Marianne managed to escape becoming a witch and living up to thirty as a Magical Girl before her "death" will be explored and explained later in the story.

And finally, you'll see Nunnally's abilities in the next chapter, but her lack of area awareness will hinder her combat ability for the time being.

Anyway, I hope that answers all of your questions, and if you have any more feel free to leave it in a review or PM, but if it reveals potential spoilers I might stay quiet on it. I thank you in advance for your reviews and feedback.