It's disclaimer time!

So hear me out. Fusion Fall and Madoka Magica... In the same universe. Just trust me, it'll be good. Most of these characters are OCs from the FusionFall universe, and there's no Madoka characters besides one.

Thanks to zerowing21 for beta reading!

Alice Spacebyte belongs to AnimeGirl 144.
The Leeblossoms and Vashti Jikin belong to myself.
The Wrens and the Orions belong to zeronwing21.
Amp belongs to TheCrampReturns
Xavier Xyres belongs to SamuraiRay101


It was a Monday. What a horrible time. Having to wake up so early on a Monday morning was just cruel. But, it's what Alice Spacebyte had to do so she could go to school. The blue haired alien girl stirred in her bed, slowly waking up from her bad dream. Courage, a small pink dog, lay in bed next to her. Alice was living with her aunt and uncle, the Bagge's, and they allowed her to stay in the attic. Alice's mother, Gale Spacebyte, was a thing of the past, as she had passed away a few years ago.

Alice didn't mind living with her aunt and uncle. They both loved her unconditionally, as did their daughter and her children. She did miss her mother, but she couldn't really do much about that fact. Plus, a bigger problem showed up in her life a year after Gale's passing. That problem was Planet Fusion, an alien planet lead by Lord Fuse set on taking over the universe, and Earth was their next target. In fact, Alice's home planet was consumed by the alien overlord years ago. That's why she fled to Earth.

Despite being an alien, Alice looked just like a normal human being. One could write off the blue hair as an abnormality, but most people just think she dyed it that bright color. Actually, most of the aliens that lived in harmony with the humans were humanoid. Most had special powers, while others had obvious differences. Alice's second cousin, Roxie Leeblossom, was half Arachnichimp, and thus had four spider legs protruding from her back.

The girl had to get ready for school, which was now finally back in session due to the original high school being destroyed during Fuse's Invasion. Pokey Oaks High School was no more and Charles Darwin Middle School was also ruined. In order to get children their education, Peach Oaks Schools was constructed near where Charles Darwin Middle School once was. Alice quickly scrambled out of bed and threw on a sweatshirt, heading downstairs for breakfast. Courage followed.

Muriel Bagge, Alice's aunt, was cooking a delicious breakfast for the family while Eustace Bagge, Alice's uncle was reading the paper. Kotomi Leeblossom, Roxie's mother and Muriel and Eustace's daughter, stood next to Muriel in the kitchen, helping her make the meal. Once Alice entered the kitchen, Kotomi turned to smile.

"Good morning, Alice!" she beamed, "Did you sleep well?"

"Yeah…" Alice lied in response to her cousin. She had a nightmare, causing her to toss and turn all night. In the dream, she stood on top of piles of rubble and watched a girl try to fight a gigantic Fusion that looked like a witch. Next to Alice was a small cat looking creature, who told her she had to power to change this ending if she made a contract with the cat. It was probably nothing though.

"You better eat up, dear," Muriel said to the girl, "Fionna and Felicia are going to meet you in Pokey Oaks so you three can walk to school together."

"I'll drive ya' outta' Nowhere." Eustace called from the living room. Alice called out her thanks before quickly eating her breakfast, then running back upstairs to fix her appearance afterward. She put on her everyday clothes, a blue t-shirt and blue jeans, along with white sneakers she had. To complete her look, she put a yellow ribbon in hair, since Roxie said it would help her stand out.

"I'm ready!" Alice cried as she walked down the stairs, grabbing her backpack from the foot of the stairs.

"Have a good day, honey!" Muriel cried.

"Be careful!" Courage cried from Muriel's feet.


Eustace dropped Alice off at the city gazebo in Pokey Oaks. It was a safe ride there, since the army had the Fusion Defense mostly under control. Felicia Wren, a small girl who had ginger hair wrapped up in pigtails, stood in the gazebo waiting for Alice. Felicia, who everyone just called Fear was Alice's best friend. They had met after Tessa Wren, the head of Exervent, tried to experiment on Alice. Fear was Tessa's pet fox, but due to a mishap in Mandark's lab, she was turned human. Next to Fear was Xavier Xyres, Alice's boyfriend.

"Hey, Alice!" Fear cried out, waving her hand in the air. "Come on, we still have to wait for Fionna!"

"I'm coming!" she replied as she got closer to the pair. Xavier was holding Fear's backpack along with his own, and shrugged when Alice got to them.

"You're late!" Xavier joked.

"Yeah, I guess." Alice replied with a small giggle.

Soon, a blond girl with a rabbit hat appeared at the gazebo. It was Fionna, who was originally a fictional character in a story, but thanks to Mandark's lab, she became real.

"Let's go, guys!" Fionna cried. "It's time for school!"

The four friends quickly all ran off to school together, joking about relationships and playfully chasing each other on their way. Once at school, Fionna had to say goodbye to her friends, as she was in a different class for first period. They all agreed to meet up again during lunch. Fear, Xavier, and Alice all entered their class and began to listen to Miss Keane talk.

"Now class!" the teacher beamed, "Listen very closely! When frying an egg, should it be fried sunny side-up or hard over? Mr. Xyres, answer please!"

"Uh-er…" Xavier mumbled after being caught off guard, "They can be fried either way?"

"Correct!" Miss Keane cried out, "They can be fried either way, and it should go without saying that judging a woman's attractiveness based on the way she fries her eggs is completely and utterly stupid! Now girls, I want you to remember to never date a guy who insists he can't eat eggs done hard over!"

"I won the bet," Fear whispered to Alice, "I knew she wouldn't make it past three months with her new boyfriend."

"And boys!" Miss Keane continued, "You better not grow to criticize how your eggs are done! Well, now that we have that out of the way, let's welcome our new transfer student!"

"Shouldn't you have done that first?" a girl asked.

"Welcome, Miss Jikin!" Miss Keane said warmly as a girl with long black hair walked into the room. Her expression was cold and she wore a black school uniform one would see in an anime.

"She's really pretty..." Fear mumbled to Alice, who was too busy staring at the girl.

"There's no way..." she muttered to herself. The transfer student looked like the girl who was fighting the Fusion in her dream.

"Why don't you tell us all a little about yourself?" the teacher asked the new girl.

"My name is Vashti Jikin," she said in response, "I'm pleased to meet you all."

Miss Keane wrote the girl's name on the board as Vashti went to take her seat. The students all verbalized their welcomes, but Alice was too busy staring at the girl. It had to be just a coincidence. The day continued to go on, and lunch time arrived. Fionna showed up to eat with her friends in their class, so they moved to a corner where they could chat. On the other side of the room, a group of girls crowded around Vashti.

"What school did you used to go to?" a girl asked.

"A Catholic school in Tokyo," Vashti replied calmly, "I moved here from Japan."

"Did you used to do any activities at your old school?" a second girl questioned.

"I didn't participate in any activities." the black haired beauty replied.

"She seems kind of weird," Fionna said to her friends on the other side of the room, "Like, she's giving off some weird vibes."

"Do you know her, Alice?" Fear asked her friend. "You were glaring at her when she came in."

"Well, um, I-uh-" Alice nervously began before a hand came down onto her desk. The hand belonged to Vashti Jikin, who had walked over to the group.

"I apologize for interrupting," she said to the group, "But today has been a little stressful and I'm excusing myself to go to the nurse's office. Which one of you is the Nurse's Aide?! They are the one whom is supposed to escort me or other students to her office."

"Alice is." Xavier said, pointing to his girlfriend. The girl's cheeks flushed red at the comment and she gave off a small wave.

"I-I'll take you there." Alice said before getting up from her seat.

The two girls left the classroom and began to walk down the hallway, Vashti leading. Alice stayed next to her, but was scared to say anything.

"The nurse's office is down-" she began to say before Vashti surprised her by taking the right way.

"It's down this hallway, isn't it?" the mysterious girl asked. Alice nodded in response.

"It seems like you already know how to get there, huh?" she tried to joke. Vashti stopped and turned to face Alice, catching her off guard.

"Alice Spacebyte." the girl mused. "Do you treasure the life you currently live? Do you consider your friends and family to be important to you?"

"Um, uh, of course I do!" Alice squeaked, hesitating to say each word. "I consider my family and my friends to be the most important things to me."

"I see," Vashti muttered to herself, "Would you ever want to change the person you are or the life you have. If you do, then you will lose all of those things." Alice looked at the girl, speechless. "Stay as you are, Alice Spacebyte. Never change anything about your life."

With that, Vashti turned away from Alice again and walked away, leaving her in the middle of the empty hallway. Alice stood in shock for a few minutes before turning around and slowly returning to class.


"She said what!?" Fear cried out as her friend told her about the encounter she had earlier.

Alice, Fear, Fionna, and Xavier all were sitting at a booth at the nearby diner, locally known as "Pop's." They all agreed they would head over here after school, which they did. Alice had decided it would be best to tell her friends about the abnormal conversation she had with the transfer student today, and the three were shocked.

"It is weird, isn't it?" Alice asked with a slight giggle, as she was amused by Fear's response.

"And you're sure you've never met this chick before?" Xavier asked kind feeling a bit creeped out by the whole thing.

"It would make more sense to say yes." Alice shrugged.

"What is that supposed to mean?!" Fear cried out. "Have you her in a way that hasn't made sense?"

"Well, last night I first met her in a dream," Alice explained, "Or something." Her friends stared at her before laughing in response.

"You're hilarious, Alice!" Fionna cried. "It's almost like you're acting like some cartoon character!"

"That's rude!" Alice cried back at Fionna.

"Clearly you two were lovers in a previous life and were brought by fate to meet each other again!" Fionna added before continuing to laugh.

"What kind of dream did you have, babes?" Xavier asked, after his laughter died down of course.

"I honestly can't remember..." Alice muttered, struggling to remember the despair-inducing dream she had. "But it was strange and scary."

"Maybe you really have met her before," Fear suggested after her laughs died out, "You probably don't remember it though." The ginger girl pulled out her NanoCom to look at the time. "Fionna, its five o'clock," she said, "Don't you have to get going?"

"Yeah, Finn and I are going to get lessons from that samurai dude." the girl with the rabbit hat said as she stood up. "I'll see you guys tomorrow!"

"We should get going too." Alice said before standing up.

"Can we stop at the hat store in the mall on our way home?" Fear asked.

"Are you gonna buy Amp a new hat?" Alice giggled. Fear blushed a bit before they headed out.

Xavier said his goodbyes to the group and then pecked Alice on her cheek before leaving, while Fionna simply waved goodbye as she ran off. Alice and Fear walked off to the mall where they entered a variety of stores. Fear had bought a fancy looking hat while in the hat store, and then the two decided to check out the music store. Fear walked over to look at the types of headphones they carried while Alice looked at the CDs they had.

"Help me!" a voice called out in Alice's head. The girl scans the store, confused and wondering if anyone else heard the voice. "Help me, Alice! Help me!" the voice cried again. Alice looked around before walking off and out of the store, searching for the source of the voice. Fear had noticed her friend disappear, so she went off to find her.

Alice walked up to a shop in the mall, which was boarded up and chained off. A sign said that a Mr. Smoothies was going to be put in. The voice called again, this time from inside that shop, so Alice looked around again before going pass the boundaries and into the shop. The inside was surprising large, and it looked like a warehouse that went on forever.

"Save me!" the voice called again before a ceiling tile began to shake. The tile fell, and a small animal fell down with it. Alice quickly rushed over to the injured animal. It was like nothing she had ever seen before. It looked like a normal cat, but it had two long ribbon like body parts flowing from its ears, and its tail was very bushy. It had a red diamond patch on its back, and red eyes. Its white fur was stained with blood. Alice picked up the creature in her arms.

"Are you ok?" she asked.

"Help me." it said, not even opening its mouth to speak. A chain fell to the ground and Alice looked up to see Vashti Jikin standing before her. Vashti had a chain in her hand, and was in a fluffy black dress.

"Get away from that thing." Vashti said to Alice.

"B-But he's hurt..." the alien girl replied, holding the creature tightly, "Please, don't hurt him!"

"This has nothing to do with you, Alice." Vashti said as she walked over to her.

"He was calling my name!" Alice cried. "I could hear him begging for me to save him!"

The girls looked at each other for a solid minute before white foam suddenly shot between the two.

"Alice!" Fear called while unloading a fire extinguisher between the two. "This way!" Alice quickly ran off in Fear's direction with the animal, and the two began to run off together. The exit to the store was replaced with a long hallway the two ran down. Vashti swung her arm and made the foam disappear before the environment around her began to become bright and colorful. Even the art style of the scene was changing. Fusion matter began to ooze everywhere as well.

"Tck!" Vashti scoffed. "Not now!"

"Who does she think she is!?" Fear cried out to Alice as they ran away. "Attacking people in cosplay? What a freak! And what is that thing? Is it alive?"

"I don't know." Alice said, clutching to the creature in her arms. "I don't understand any of this, but we have to save him!"

The environment around the two friends began to change and match the one that changed around Vashti. Any sign of an exit were gone.

"This isn't right!" Fear cried out, "What's happening!?"

Fusion Monsters began to sprout up out of the environment and glare at the girls. They all began to chant in high pitched voices and chains fell from the sky around them. Both of the girls began to scream, but then they were suddenly surrounded by a force field of sorts.

"That was a close one." A familiar voice called out to the two. They turned around to see Roxie Leeblossom, Alice's second cousin, walking towards them with a smile on her face. "You guys are safe now." She walked up to the two and smiled, holding an egg looking object in one of her four spider legs that protruded from her back. "Oh, Alice! What are you doing here? Did you rescue Kyubey for me?"

"H-He called to me," Alice explained to her cousin, "He was talking to me in my head. But what are you doing here, Roxie?!"

"Don't worry," Roxie said with a smile, "I'll tell you after I finish up a bit of work."

The girl threw the egg looking object in the air, and a light from the object began to shine on Roxie. She spun around rapidly, and she was suddenly in a fluffy yellow dress. She grabbed the object again and jumped into the air. She swung her spider legs around and suddenly summoned tons of guns that floated in the air around her. The guns began to unload on the Fusions below them.

"Amazing...!" Alice muttered to herself as she watched her cousin destroy the Fusions around them. The environment looked warped for a second before returning to the abandoned shop in the mall. Vashti floated down and stood on a pile of boxes.

"The Fusion escaped." Roxie said to Vashti. "You better go after it. I'll let you take it on this time."

"I have business to do here." Vashti growled at Roxie.

"You don't understand, do you?" Roxie scowled. "I'm overlooking what you did here. There's no need to stir up useless trouble."

Vashti glared at the girl before turning around and disappearing behind the pile of boxes. Roxie turned to her cousin and friend and laid out a blanket on the floor.

"Place Kyubey there." she ordered. Alice nodded and did as she asked. Roxie got down on her knees and began to hold her hands above the creature. A glowing yellow light surrounded it, and in a matter of minutes, he was all healed up. He looked up and smiled at Roxie.

"Roxie!" it cried out. "Thank you, thank you!"

"Don't thank me, Kyubey," Roxie giggled, "Thank Alice and Fear. They saved you. I was just passing through."

"Thank you so much!" the creature said as it turned to Alice and Fear. The creature didn't blink or move its mouth. "My name is Kyubey."

"A-Are you the one who was calling my name?" Alice asked the animal.

"Yes I was, Alice Spacebyte!" Kyubey cheered. "You too, Felicia Wren!"

"H-How do you know our full names?" Fear questioned.

"I'm here because I have a request for you two!" Kyubey continued, ignoring Fear.

"A request?" Alice asked.

"Yes!" Kyubey grinned at the two. "I want you two to make contracts with me and become magical girls!"