Kyubey focused intensely on the hologram she had before her. So far, things were proceeding exactly as she had planned. It would only take a little more. Just another push, another nudge, and she would finally extract all the energy she needed from this galaxy.

Footsteps drew closer to where she sat. Smiling at the fortuitous arrival of her test subject, Kyubey shut down the hologram and turned around to face her guest.

"Kyubey-sama, the Jedi have discovered the location of General Grievous. Homura's engaging him right now." Madoka Kaname said.

"Well, I can only hope Akemi-san is up for the challenge." Kyubey replied. "She is the one who elected to contain the problem, isn't she?"

"Well, yeah." Madoka replied, with a grin.

"I don't know about you, Madoka, but I feel rather disheartened that the Council isn't utilizing your full potential, you know." Kyubey said, getting up from her chair.

Both Kyubey and Madoka were young women who had taken the burden of galactic peace upon themselves by joining the Galactic Senate and the Jedi respectively. However, Madoka had always felt an aura of wisdom and otherworldliness from the Chancellor Kyubey. Indeed, they had grown incredibly close to one another despite Homura's insistence that Kyubey not be trusted. Homura had ordered that Madoka keep a record of all her interactions with the Chancellor, something she'd become increasingly reluctant to follow. Despite Kyubey effectively being in complete control of the Galactic Senate, Madoka couldn't bring herself to despise her. After all, Kyubey might be the only hope she had to save her best friend.

"It's fine, Kyubey-sama. I know there are things Homura isn't telling me, but..."

"Stop making excuses for her, Madoka. She keeps things from you because she doesn't trust you." Kyubey said, approaching Madoka and gently placing her hand on her shoulder. As they both walked out of the office, she continued, "Homura is using the Jedi to enforce her own agenda, and I don't want you to be caught up in her fog of lies."

"Kyubey, I..."

"You need to stand up for yourself, Madoka. If you truly awakened to the potential you had, the Jedi would be powerless to control you, you wouldn't have to submit to anyone. That's why Homura is afraid. She doesn't want to lose her grip on you." Kyubey continued.

"Okay. Then what should I do?" Madoka said, her expression mellowing into one of melancholy and contemplation.

"Let me teach you, Madoka. Make a contract with me, and become my apprentice. I can show you all the subtleties of the Force." Kyubey said.

"You can?" Madoka said, facing Kyubey and looking her in the eye.

"Yes, Madoka. My mentor taught me everything about the force." Kyubey's gentle smile then warped into a devious smirk. "Including the nature of the Dark Side."

Yes, the Dark Side. A powerful aspect of the Force that had served her wonderfully. Those who succumbed to its allure would end up powerful beyond measure. But that power came with a horrific price. Those who followed the Dark Side slowly lost their capacity for joy, their capacity for love and wonder. They became heartless, malevolent beings controlled by despair. In other words, they were the perfect livestock for Kyubey to harvest. By seducing innumerable young people to the Dark Side, Kyubey had harnessed their emotional downward spiral into the energy that was being used to sustain her race of the Incubators and protect them from the ever-looming threat of extinction by entropy. Humans were so gullible, so eager to give into temptation. The sheer abundance of this energy source was just too lucrative to ignore.

Madoka in particular was an extremely potent source of energy. She had a greater sensitivity to the Force than anyone else Kyubey had encountered over the thousands of years she'd been harvesting the human race. And now, it was time for Kyubey to give Madoka the final push that would send her over the edge. The push of the truth.

"Kyubey..." Madoka said, moving away from her in shock. "You know the Dark Side?"

"Of course I do." Kyubey continued, resuming her loving facade. "When studying a great mystery, isn't it vital to learn of all it's aspects? If you truly wish to fully master the Force, you need to embrace a larger view of it! Break free of the lies of Homura and the Jedi, Madoka."

Homura knew. She knew who Kyubey truly was. She knew exactly what she was planning. Kyubey didn't quite understand how, but it didn't matter. Soon, nothing about that human would matter anymore.

"No...no this can't be..."

"Only through me can you surpass the Jedi who have caged you, Madoka!" Kyubey said, her voice rising. "You cannot throw this opportunity away. Not when you know it would save your dear Sayaka Miki from certain death." The smirk on her face returned. There was no need to hide her true nature anymore.

"What did you say?" Madoka replied, her shock finally giving way to anger.

"Use my knowledge, I beg you!" Kyubey said, with a hint of mockery. She knew she had Madoka cornered.

Madoka pulled out her lightsaber and pointed it at Kyubey, "You're the Sith Lord. You're the Incubator!"

Kyubey's eyes briefly turned a crimson red, her pupils vanishing, as if to confirm Madoka's accusation. A second later, they were back to their human form.

"Listen to me, Madoka. You can't continue to be a pawn of Homura and the Jedi Council! All this time that I've watched over you, I know you've been searching for a life of significance, a life of purpose, of conscience! How can you forgive yourself if you abandon-"

Kyubey's words were cut short when Madoka brought the lightsaber right to her neck. Though her human form was but a disguise, Kyubey had to pay the price of human vulnerability and mortality whenever she wore it. This was not uncommon knowledge. Madoka knew this too.

"Are you going to kill me?" Kyubey said, softly.

"I would certainly like to." Madoka said, her expression livid.

"I know you would." Kyubey said, lowering her voice to a seductive whisper. She smiled and closed her eyes. "I can feel your anger, Madoka. It gives you focus. Makes you stronger."

Madoka stood there for a few seconds before withdrawing her weapon. "I'm turning you over to the Jedi." she stammered.

"Of course, you should." Kyubey said, with a smile. "But you're not sure of their intentions, are you?"

"I'll find out soon enough." she replied.

"You have great wisdom, Madoka." Kyubey said. "I know that you'll make the right decision. Follow the path of the Dark Side, the path that will save Sayaka."