This was the 127th time Kyubey died. The 126th time was when Kyoko mistook him for a giant marshmallow, and the 125th was when he set the temperature too high on one of Madoka's electric blankets.

But this time he had just gotten his face kicked in by an angry Homura-chan, which sent him rocketing into the sky towards downtown Mitakihara. He respawned his body in midair, but died again as he crashed through the glass window of the hospital.

Kyubey's 129th body shook itself off and grumbled something about not signing up for this kind of thing. He was already behind on his quota, and it seemed like neither Madoka nor her weird blue-haired friend would make a contract with him today. Homura was too busy getting ready to fight Walpurgisnacht herself and wouldn't put up with any of his interference. A figure in the corner of the room made a faint effort to shuffle around, calling Kyubey's attention to the frail body of a young boy lying in the hospital bed.

"Great, now a space alien just crashed into my room," Kyousuke muttered to himself. "They really need to cut me back on the methamphetamine."

Kyubey leapt onto the bed and stared at violin boy's face contorted in pain. "Hello human! What could have you in such a state of suffering?" He asked, ready to take notes for future reference.

Kyousuke tried his best to answer between gasps. "I've… broken just about every bone in my body in a horrible accident and I'll never be able to move again. Speaking of which, could you step off me? I think you just broke my spleen."

"No," replied Kyubey. "I can't. I think I do have a way to help you, though."

"What can you do for me? The last time I listened to a hallucination I woke up naked on the interstate, covered in goat blood."

"My name is not 'Hallucination.'" What a stupid idiot, Kyubey thought. "My name is Kyubey, and I'm here to help you." Kyubey said that part too if you couldn't tell. "And you're here to help me.

"You see, I need contracts, and you need working bones. I can grant you one wish in exchange for making you a magical girl," he continued, explaining the process of becoming a mahou shoujo truthfully and in its entirety. Kyousuke now knew everything he could possibly need to know before making a contract. Except for all that boring witch stuff, that could wait for later.

"A magical… Girl?" Kyousuke scrunched up his face again. "Sorry, but I think you're mistaken. I'm a dude, not a girl."

"Ha! Ha! Ha!" Kyubey screamed in a horrifying attempt to mimic human laughter. "I know that. I'm technically only allowed to contract young girls, but there is a way around it. If you want, I can perform a special type of magic so you can be considered a girl."

Kyousuke thought about this for a moment. "So we just do this thing, and then I can wish to heal myself?"

"Yes! Good boy!" Kyubey marveled at the earth creature's ability to repeat what had just been explained to him.

"Okay. I'll do it."

Score! "Alright then, I just need to take care of your penis first. That way I can transfer your male sexual energy into female sexual energy."

Kyubey turned around to face his back toward Kyousuke. The red egg-shaped marking on his lower back opened up with a wet suction sound.

"What's that for?" Kyousuke asked as he stared into the gaping abyss.

"You need to insert your male sexual organ here as part of the energy transformation process. Let's just say Grief isn't the only kind of Seed I can collect."

"I have to, like, have sex with you? Isn't that... homosexual?"

"No, I don't have a gender. I'm not even human, so really it's just bestiality."

"Oh, okay."

With all the formalities out of the way it was time to get down to business. With his mouth, Kyubey quickly took the strings tying together the front of Kyousuke's hospital robe and tugged them apart. The folds of the gown parted and lay at his sides, exposing his body to the cold air and Kyubey's calculating eyes.

"Huh, I've never seen one quite this size before." the Incubator observed.

"Th-thanks."Kyousuke stammered, unaware that Kyubey was referring to its smaller-than-average appearance.

"We're at a bit of a disadvantage due to your limited range of movement, but don't worry. I can take care of everything for you..."

Kyubey stepped lightly across Kyousuke's body towards his crotch, this time being careful not to apply any unwanted pressure on his victim's fragile frame. As Kyubey approached his manhood, he wrapped his soft paws around the shaft and nuzzled his body against it, rubbing slowly and rhythmically. Kyousuke gasped as he tried to keep his body from shaking.

Once the boy had become sufficiently erect, Kyubey climbed up his stalk– he didn't have to climb very high – and positioned himself over it. The egg-shaped opening slid further down Kyubey's back, in between his legs.

"Humans usually find this part awkward for some reason. Keep in mind that it is just procedure, but I will make it as pleasurable for you as possible in order to collect the most efficient amount of energy."

Too nervous to speak, Kyousuke prepared for what would come next. As he lay on his back, at the mercy of the otherworldly cat demon standing above him, he nodded in approval. A brief moment passed while Kyousuke braced himself, and finally Kyubey went down on him.

The space inside the cavity was strangely warm and comforting. The sex magick must have really started working, because Kyousuke could feel his cock harden as the blood pumped faster through his body, and his own thoughts raced in anticipation.

Sliding up and down the boy's organ, Kyubey's hole took on a moist texture. Kyousuke

It did feel pretty nice. He couldn't help but close his eyes and lose himself in his ecstasy. It hurt a little, but Kyousuke began thrusting his legs to feel further inside his partner, easing his movements in time with Kyubey's.

Kyousuke must have really been a grower, because Kyubey could swear the cock pumping into him felt a lot tighter now than its initial size would have suggested. Kyubey was relieved at the change – the more his partner enjoyed himself, the more energy he would be able to collect. Or, perhaps it was something more than that… another motive he couldn't quite call to mind.

Kyousuke reached out with his shaking arms and grabbed Kyubey's body to pull him closer. His stitched-up hands caressed the fluffy creature's skin. He wanted to explore the rest of Kyubey's body, he wanted to return some of the pleasure. Most of all, Kyousuke wanted more. He turned on his side so he could share some of the control with Kyubey.

Something unexplainable stirred deep within Kyubey. If it were possible, his already bulging eyes would have widened in shock.

"How is this possible..." Kyubey wondered aloud. "I'm developing emotions for this boy."

Kyubey began to purr sensually, and the vibrations of his body against Kyousuke's caused his heart to flutter. Their bodies held tight against each other, the two lovers became one entity.

Kyubey picked up his pace, working the muscles of his whole body into grinding against the violinist's instrument.

"Yes, Kyousuke, I want you to take me~" he panted.

Encouraged by the incubator's desire, Kyousuke forced himself deeper inside Kyubey. The whole thing would barely fit inside him now.

"I want to feel you dig yourself inside of me."

At this point, Kyousuke was thrusting himself into Kyubey so hard the force of his rod ramming into the incubator's brain caused him to have to regenerate a few more of bodies, but the sensation of soft flesh reforming around his manhood only aided to heighten Kyousuke's pleasure.

As their gratified moans filled the room Kyousuke realized that this was the feeling he missed all along. He was pumping into Kyubey's welcoming hole with a rhythm more beautiful than any of Beethoven's symphonies. It was as if he was composing a sonata once again, only the violin was Kyubey, and his hand was his penis, and the music produced was actually just a cacophony of sighs and groans.

Kyousuke lost himself completely and fucked Kyubey harder and harder. He could feel his weak bones split and snap in twain from the rapid motion, but that didn't matter. He didn't care about the pain anymore, he wanted only Kyubey, and the roughness of the act added to his arousal, appealing to some deeply rooted masochistic instincts.

The intense energy of their combined passion built up inside, tunneling them closer to climax.

"Is this what it's like to have emotions? Is this what humans have felt all this time?"

Finally, it was time, and the lovers achieved simultaneous orgasm. Kyubey muffled his moans against the boy's body. The world trembled violently as Kyousuke Kamijou came inside Kyubey.

Every explosive on earth went off simultaneously.

Homura knew from her previous battles against Walpurgisnacht that she would need a ridiculous amount of firepower to defeat her. It took Homura at least a year – though it was impossible to tell with time stopped – to build up her arsenal, and she had spent the preceding month stockpiling up grief seeds to sustain her on her journey. After all, the world was big and it would take a while to scour every inch of it for bombs. She realized she probably didn't really need all of them, she just did it for the sake of being thorough, and to be able to brag about detonating every explosive on earth simultaneously and have it be completely factual.

The hardest part wasn't removing the nuclear missiles from the heavily guarded facilities. They were kind of a hassle to carry, and she bumped into stuff with them, but she had all the time in the world and at least she generally knew where to find them. It was the home-made pipe bombs that were the real problem, as she'd have to search each and every house she came across for safes and compartments where they might be hidden.

The other reason it took so long was because every 5 minutes she would have to renew her spirits by seeing Madoka. This mainly consisted of sweetly caressing and whispering secrets into her motionless body. She tried having sex, but Madoka's clothes were frozen in time too, so she couldn't really remove them. No matter how hard she tugged and tore, she knew they wouldn't come off until time started existing again. It was an embarrassing mistake, but she wasn't about to reset the timeline for it and undo all her hard work. Nope. Okay, it was tempting, but she managed to resist.

Homura returned with the last batch of bombs to the spot where Mami and Kyouko were in the midst of battle, and Madoka and Sayaka had been convinced to watch from a safe distance. Before time had stopped, Kyouko was in the middle of creating one of her magic barriers in the shape of dome around Walpurgisnacht. Mami quickly followed by extending a huge length of her ribbons and wrapping around the cage, covering any of the openings and sealing it shut. There was but a small hole left in the dome to allow Homura to dump the explosives inside, that would be closed as soon as she unfroze time.

And now, she was finally ready. She cranked her shield and the sands of time began flowing once more.

All of Madoka's clothes came off at once, but the sheer power of the several billion megatons of explosions before her prevented her from really noticing.

Sure enough, the magic cage was strong enough to contain the blast, but an impressive lightshow managed to escape, illuminating the dome with its magnificent energy. The power began to die down, and once the explosion cleared, nothing more could be heard from the laughing witch.

Homura burst into victorious tears and fell to her knees, hugging Madoka's still-naked body.

"I'm so happy…" She sobbed. "You have no idea how long I've been fighting for this, but I was carried on knowing that everything would be okay when it was over. And now that we've done it... There doesn't have to be any worrying anymore. We're all still alive, and no one else had to be tricked by Kyubey. If the three of us could take down Walpurgisnacht together, I know we can handle anything! We can finally just be normal friends again," she cooed as she buried her head against Madoka's legs. "Just like we always wanted."

"We should all go out to celebrate!" Sayaka declared, and it seemed like a pretty good idea to the rest of the girls.

The people in the streets around them started to rejoice. World peace was declared after every government noticed that all of their weapons had mysteriously vanished. It was a true miracle, and must have been a sign that everything was going to be okay from now on.

Kyousuke wasn't fully a girl yet, but he was no longer merely a boy. Kyubey had made him a man.

The lovers were at it for round 2, as there was still plenty of sexual energy left to harness before the transformation was complete. Despite how noisy the two were, it didn't attract any attention from the hospital staff, as they were used to Kyousuke's constant screams of agony and had long since started ignoring him.

"Kyousuke! We have wonderful news!" Sayaka's cheerful voice could be heard echoing from the hallway.

The lovers didn't have time to cover themselves before the door opened and the five friends walked in on the grisly display of lust.

The bed was coated in dark red stains. Kyousuke's bare, broken body had been terribly deformed from all the twisting and turning. His bones were popped out of place, with his skin grotesquely stretched around them. His limp dick was bent in half at a 45 degree angle, still pressed between Kyubey's legs.

"This is exactly what it looks like." Kyubey purred innocently, his ever-present smirk covering his smug face.

Kyouko puked. Mami fainted. Sayaka turned into a witch.

The red-headed one collapsed in the puddle of her own vomit. "You- you made me waste food!" She screamed, as she jumped out the window to the ground 10 stories below.

Homura's eyes twitched in exasperation. "Let's just get out of here and forget this ever happened!" she exclaimed panickedly. "Today is still a great day! We still have each other, right Madoka?"

"…"

"Madoka?"

She stood there, eyes wide open, unresponsive. Come to think of it, she hadn't so much as blinked since she entered the room.

The time-traveler turned to face Kyubey with the wrath of one thousand suns. "What the fucking heck did you do to her?!"

Kyubey tilted his head to the side before answering.

"She appears to have gone into traumatic shock."

Homura looked back to her pink-haired friend. A strand of drool poured out from her slightly open mouth and trailed down her chin.

The infuriated girl whipped out her M60 and shoved it against Kyubey's temple, her finger on the trigger. "Tell me you didn't know this would happen." She hissed through clenched teeth. "Tell me you didn't just do this to fuck with me."

"Well, it was only natural that the pleasure Kyousuke experienced would cause an equal amount of suffering for you and your friends…"

She unloaded her entire barrel and spare cartridges into Kyubey's 131st body and turned it into his 131st corpse. The boy in the corner of the room stirred again.

"What have you done to my waifu?" Kyousuke tried to jump out of bed in rage, realized he still couldn't move, and flopped clumsily onto the floor instead.

"Don't side with him!" Homura yelled as she repeatedly stomped the hole-filled body into the floor. "This is all his fault!"

It was only a few seconds before Kyubey rematerialized in the doorway.

"Homura, you know very well that won't hold me back for long. And now it seems you're out of bullets-"

Homura stuffed the remains of Kyubey's 131st body into her gun and immediately fired them into Kyubey's 132nd body, annihilating him.

"Madoka, this is your last chance before I make a new timeline. Please answer me."

A gust of wind blew in through the window and the girl teetered over, cracking her skull against the floor. Her body remained utterly stiff.

"Fuck."

Before leaving, she turned around and shot Kyousuke for good measure. Undoing the bows that held her long hair in braids, she spun her hourglass shield half a rotation and stepped back into the past.

"No one will believe me about the future." She cried in frustration. "No one will accept the truth about the future..."

This was the first time Akemi Homura died inside.