The sky was gray and dreary, Walpurgisnacht's magic distorting the dim light like heat on a summer day. The rain felt cold on Homura's pale, shaking hands. Madoka's blood burned that feeling away as quickly as hellfire. Crimson dotted her collar, where Madoka took her last, shaky breath, and final exhale. A smile lay on the pinkette's serene face, mocking Homura's failure. She wouldn't cry, though- no, she had to be strong, for once in her life. Her first and only friend lay as a brightly-colored corpse because of her. Homura's hands clutched at frigid fingers that could never return her embrace.

"How unfortunate," Kyubey stated, swishing his tail, his once-cute red eyes akin to that of Satan's. "You can save her, you know." The alien's voice was unassuming, without any inflections, but they both knew he was playing her like a perfectly-tuned harp. Homura was Eve, Kyubey the snake, and Madoka was the forbidden fruit.

"I'll do it!" Homura's voice broke, emotion shattering it like glass. "I'll do anything!" She whispered. Her heart murmured painfully, forcing her to clutch at her chest. To her, giving up her soul for Madoka was the least she could do; Madoka was to Homura like the Sun was to life. Madoka was bright, warm, and most importantly: alive. But now, she was dead, and it was all Homura's fault. She felt useless, a nutcracker whose jaws were broken, a good-for-nothing.

"And what will be your wish, Akemi Homura?" he asked, cat-like ears swiveling towards her like satellites. "Perhaps, you would like to be strong? Brave, even?" Kyubey suggested innocently. Homura shivered under the Incubator's cold, unfeeling stare. She knew she was being manipulated by the alien being, she knew that Madoka wouldn't want her to throw away her life.

The weight upon her thighs, her best friend's corpse reminded her that she no longer cared. Memories crashed in around her ears, filling her lungs, suffocating her in their infallibility and certainty.

Madoka smiled at her as they walked to the Nurse's Office. Homura was adorably shy, staring at her clasped hands, barely keeping up with Madoka. Pink eyes crinkled at the edges, a bright smile forcing Homura to look up.

"So, Akemi-san, how do you like Mitakihara?" Madoka chirped. The transfer student started, almost tripping over her feet. Her cheeks flushed, matching the red of Madoka's ribbons.

"P-please just call me Homura, Kaname-san."

Madoka barely stopped herself from squealing and glomping the girl; she was absolutely precious! She smiled widely, unknowingly drawing Homura's gaze once more.

"Sure thing, Homura-chan!" the Magical Girl chirped, skipping ahead in the skyway. She stopped, spinning on the ball of her foot as nimble as any ballerina. Homura squeaked in surprise.

"You know, your name is really cool, Homura-chan," Madoka leaned forward, thoroughly invading the other girl's personal space. Homura's face began to redden. "You should become as cool as your name!"

Madoka leapt back, flushing red. "I didn't mean to say you're not cool, you're totally cool! I mean... ehehe…" Madoka trailed off. "It looks like we're here Homura-chan!" Madoka bowed slightly, hiding her red face behind cotton-candy locks. And then she was gone, skipping away merrily, Homura left frozen in her wake. If Homura had looked closer at Madoka, she would have noticed how flustered the cherry-colored girl had become.

If she had paid attention to herself, she would have noticed just how red she was.

If she had tried harder, maybe Madoka would still be here.

Useless,

Useless,

USELESS!

Homura's mind shrilled, pummeling her with cruel abandon. Cheshire grins and bright eyes flashed behind her eyelids.

"Ahem," Kyubey interjected telepathically, forcing Homura out of her thoughts.

"If you save her, you won't need to reminisce anymore, Akemi Homura." What the alien was alluding to was nothing short of irresistible to the dark-haired girl. Her already broken soul felt like it was crumbling at her feet. It hurt. It hurt more than waking up during surgery, hurt more than any bullying, any Witch- it was unimaginable.

"Kyubey," Homura coughed, her body feeling the wanton destruction of Walpurgisnacht's rampage, slowly shutting down, "I want to meet Madoka again, I want to become powerful enough to save Madoka." Homura's heart began to burn, figuratively and literally beginning to come apart at the seams. Dark blood seeps from between her lips, trailing down her chin. 'Dying before my wish can even be granted would only happen to me," Homura laments.

If Kyubey is surprised by her wish, he doesn't show it, merely humming to himself, momentarily caught up in how much entropy would be avoided with the powers of a pseudo-Goddess. He was most certainly pleased with this result. Trillions of years would be saved. Yes, this was very good.

"It is possible…" The Incubator purrs, scratching behind his ear with his hind leg. "You ask much, but theoretically the returns are enormous!" This was the closest thing to emotion Kyubey will ever feel. He almost felt it: success. But that was ridiculous, his job never ended until entropy was overthrown.

"Despair is such a powerful emotion, is it not, Akemi Homura?" Kyubey swished his ears, golden rings jingling. "If only you met your potential sooner," Homura had lost the strength to reply to the alien's petty jab. "But your wish is reasonable, and it shall be granted."

Then, Homura's body crumpled into a fetal ball as fiery, electrifying pain coursed through her petite frame, magic burning holes in her uniform, boiling the water around her as her soul became tangible, a Soul Gem glittering violet and gold, her wish granted.

"Good luck, Akemi Homura." And with Kyubey's words, the world rewound.

Neither felt the stowaways in Homura's soul.