She hesitates minutely - 

"...has somebody been telling you not to trust me?"

"I - no," Kaylee says.  "Nothing like that."

"Okay," Kyubey says.  "I was worried..."

He trails off.

If she did trust him, she'd probably ask...

"What is it?"

"Well - it's possible that - if Lianne were planning to eventually betray you - she'd want to turn you against me.  So you'd be less likely to turn to me for help when she did."

"Planning to betray me?"

"I told you magical girls don't often work well together."

"I don't - Lianne wouldn't do that," Kaylee says firmly.  "We're friends."

"You were friends," Kyubey says.  "Becoming a magical girl can change a person, Kaylee."

Kaylee's mind suddenly flashes back to the fight on the roof, and the way it felt to be fighting another magical girl, the exhilaration...

She shakes her head.  "I trust Lianne."

"I know you do," Kyubey says.  "Just... be careful, okay, Kaylee?  I do want to keep you safe, like I said."

"I know you do," she lies.

Kyubey looks at her sadly.

"I'd better go," Kyubey says.  "I'll see you soon, Kaylee."

" - goodbye."

He hops out her window and disappears.

Kaylee sits, and thinks.

She thinks about Lianne saving her life, and she thinks about Kyubey helping her do it, and she thinks about how scared and sad Kyubey always seems whenever he realizes he's said something to make them scared of him (is he that good an actor?) and she thinks about just how much she's been enjoying fighting witches and even the battle on the roof with the other magical girl - but Lianne didn't enjoy it, or it didn't seem like she did, if becoming a magical girl changed anyone it changed Kaylee, not Lianne...

She thinks and she thinks and she thinks and she knows, by now, that this means she isn't going to get anywhere without talking it over.

She - doesn't think she should tell Lianne about this over telepathy.  All things considered.

(She wishes she could talk to her dad.  But he doesn't know, and Kyubey told her to keep it a secret, and now she's wondering if even that's some kind of trick, and and and and and.  Circles again.)

She sleeps, fitfully, and passes Sunday cloistered away in her room, trying to get started reading her anatomy textbooks but not getting very far.

And then Monday arrives, and shortly thereafter the school bus.

"Hey Kaylee - you alright?" Lianne asks softly when she sees her.

"I got a visit from Kyubey yesterday," she says, under her breath.

"Oh." She glances around the bus. It's noisy, and people probably aren't listening... "Did everything - go okay?"

"He thinks - or he says he thinks - he tried to convince me that you're trying to turn me against him," Kaylee says.  "I don't know if - he actually believes it, or if he's trying to get me not to trust you, or... or what."

"I'd never betray you, Kaylee. I - don't know why he's doing that. He's so strange, I can't really model him at all..."

"I know you wouldn't," Kaylee says.  She smiles at her, for a moment.  "I just..."

She massages her forehead.  "I don't know how to tell whether he's being sincere when he's talking to me.  If he's not he's a really good actor."

"Yeah. I - can see how girls would be pulled into his lies, and stop trusting everyone other than him... It's strange, though, that he doesn't seem to be trying as hard with me."

“ - Yeah, that is weird.  You think that’s what he’s trying?  To be the only person that magical girls trust... Maybe we just got stuck with the really sketchy one.  I don’t know why he wouldn’t be going after you, though.”