Disclaimer: The author does not claim the character(s) mentioned in this story.

Author's Note: First time writing something like this (and something that doesn't take place in the Digimon universe). Doesn't hurt to try new things, yes? Reviews good or bad are welcome. n_n

The night Homura Akemi has prepared for had finally come. Having been at this point many times before, this night could be the night. She was confident that this time, she could finally defeat Walpurgisnacht. There was no way she could lose. Not this time. Even if she was the only magical girl left to take on this witch, she could do it. She had to, for Madoka. Homura could not fail. But history repeats itself. Homura had fought her best, setting off her ammo, taking out familiars and finally getting to take her offence to Walpurgis. But she had failed once again. She was now lying in a destroyed building, debris crushing her leg, not allowing her to get up. She cringed with pain as blood trickled down her face.

Why? Why can't I win?, she thought. Why is it no matter how hard I try…no matter how many times I go back…why can't I win? Homura intended to keep her promise to Madoka. She wouldn't let Kyubey trick her friend into this awful fate again. She would do anything for her only friend. But what was the point now? She could never win. Kyubey had made that clear. No matter how hard she fought, no matter how many times she would warned her friend, her destiny had been sealed. The fate of all magical girls is this; death.

Homura screamed out in pain as she tried to move her leg. It must have broken from being crushed by heavy metal. Her failed attempt made the pain in her leg hurt even more. She leaned against the concrete behind her and looked up at the ominous sky. Light drizzle began to fall from the gray clouds. Homura's breathing had become slow, she could feel her heart beat while thoughts of just giving up floated in her head.

"I can't win…I can't beat Walpurgisnacht," she cried. All hope was lost. She thought back to what she had once said before, "With kindness comes naïveté. Courage becomes foolhardiness. And dedication has no reward. If you can't accept any of that, you are not fit to be a Puella Magi." Was she being a hypocrite? If saving Madoka from becoming a Puella Magi had no reward, then why did she put herself through all this pain? Why did she keep seeing her friends die over and over again, one by one, knowing that in the end, there was nothing she could have done to save them? But this was her fate. It is the fate of all Puella Magi who make contracts with Incubators.

Homura could not deny her destiny. She knew what was to become of her. There was no more sand left in her shield to create another timeline. And her soul gem was getting tainted with all her doubts, her fears. She knew all this, and she let it happen. She would give up, her promise to Madoka would be broken. It was pointless to keep going on in this endless maze knowing what was to come. She cried softly to herself and stared down at the black soul gem below her.

"I'm so sorry Madoka…I-"

A wrenching pain came from her chest. It was her time. Her soul gem began to crack, black, darkness flowing out of it. So potent, like poison. Her prayers were for nothing, she had given herself false hope. She screamed out to the heavens in pain.

"I suppose this is how they felt…", she thought, remembering Sayaka and Madoka's transformations into witches. And now she was feeling their pain, all the pain of magical girls before her when they had given up hope.

"I'm sorry Madoka, I did my best..."

Tears and blood flowed down her cheeks and a burning pain was felt all over her body. Her eyes widen as she saw her soul gem finally crack into tiny pieces and suddenly she felt nothing.

She had fought for so long, trying to save her only friend, but to always whined up facing the same ending. Homura Akemi was gone. The light that was left in her eyes dimmed and faded away, left with nothingness.

Homura's soul gem was no more. In her stone-cold hand was a grief seed, signaling the birth of a witch.