(A/N: Here's my new story! It's a Puella Magi Madoka Magica fanfiction story! I just finished this series, and I've got say it was fantastic, better than I expected! It really takes a realistic view on the whole 'magical girl' genre, which I love. This is probably the reason why I'm doing this new fanfic. Earlier, I've promised myself I wouldn't start any new fanfics until I at least finish some of my old ones. But I'm probably going to delete them instead of finishing them, unless people wish to take them off my hands. Anyway, before I start, let me clear something's up.

1) Homura and Kyoko will be gender bent. Meaning they will be boys instead of girls in this story, so both boys and girls can become magical fighters. Homura will be called Kaen in this fanfic. Don't worry, they both have the same meaning 'flame', so there's nothing much…just a more muscular sounding name. And Kyoko will just be called Kyo in this fanfic. And most of their personality will remain the same…just some things will change that will usual differentiates between and a male and a female.

2) Madoka will be replaced by an OC. Why? Besides me loving to write OC as main characters for those who know me and read my fanfics, I'm also replacing her because writing her makes me uneasy. Why? I don't know. Madoka is just one of those stereotypical, generic characters that if you were to replace her with anyone else… The story will relevantly remain the same. For a main character, she doesn't contribute much to the plot until the VERY end, but it's not her fault, it's due to Homura's interference. Another reason… At first, I was planning to make this a Homura/Madoka or should I say a Kaen/Madoka, but putting Madoka in romantic position… I just felt awkward thinking about someone so young and innocent being intimate with someone. So to squeeze my worries I just replace her with an OC, so I don't worry about OOCing Madoka because it isn't Madoka, it's an OC I created and I can do whatever the hell I want with the OC.

3) So, yeah as stated in number two there will be pairings. Kaen/OC and a hint of Kyo/Sayaka. Yeah, I'm not into writing Yuri or Yaoi, which is why some of the characters are gender bent in the first place. I don't mind people who do though. It's just… I can't write something I'm not nor have any experience in. And let's face it, Madoka Magica would have made an awesome tragic love story, if some of the characters were actually male. At least, that's how I feel about it.

4) Last note, this mainly follow the series' story-line, from point A to point B. But I will expand it a bit, like add more character interactions and such. Although, most scenarios will remain the same, so there should be no surprise on what happens because those who have actually watched the anime should know the plot. Like I said, this is just me expanding on it with an OC and a couple of gender bent characters. This is just my retake on the whole series, and yes… Rebellion will be added into the mix. It is a sequel to the original series, after all.

Okay, that's all! I hope you will enjoy the story! And this story will have slow updates. Well, here we go!

I don't own Puella Magi Madoka Magica!

Beta'd by Lafuan Qifays)

Prologue – Cobble Stones

The sound of hurried footsteps could be heard against eerily, soundless atmosphere. The girl couldn't keep control of her uneven breaths and erratic heartbeats. How could she anyway? Everything… Everything…! The world was possibly nearing its end!

A violent gush of wind whipped her hair around. The girl pushed a strand of purple hair out of her face, too concerned with her life to be annoyed. She ran as fast as she could to reach the top of the black and white swirling staircase.

She came to a rusty metal door. Sweaty hands gripped the handlebar, pulling it open, unsteadily. When the purple haired girl finally managed to pry to the door open, her purple eyes widened in horror at the sight that was presented to her.

The town…was in shambles. There was dead trees and isolated buildings floating around. Everything seemed utterly destroyed, wrecked, desecrated. She could barely make out the floating silhouette out in the distance. She took a quick glance towards her right to a dark haired boy about her age dressed in that weird, black cosplay outfit of his. He leapt into the air to confront the monstrosity that caused this terror before she could call out his name.

"Kanade."

The girl, Kanade as she was called, whipped her head around to see a white cat-like creature staring up at her with his beady red eyes. His stoic, uncaring expression always annoyed her to no end! The city was annihilated, the world is in danger, and he doesn't fucking care!

"You can stop this." the creature spoke, trying to sound urgent.

"How do you expect me to do anything?" Kanade snapped. "I don't have any power!"

"But you can. All you have to do is become a Magical Warrior. Once you become one, you can put a stop to all this destruction. Only you can do it."

The female paused, feeling both pressured and exhilarated at the same time. This is something that only she could do? Why? She didn't get it. Why only her? What God did she piss off to end up in this hell?!

Kanade clenched her fist, determination now gracing her pale face.

"Are you…?" she started out, licking her lips to moisten them. "Are you sure that I'm the only who can do this?"

"Absolutely!" the cat quickly replied, eagerly. "Like I said, just become a Magical Warrior."

Out of the corner of her eye, Kanade could spot the same boy plummeting downward, shouting something at her in desperation, but she couldn't make out the words. She guessed he was telling her to make the contract and that he needs help.

That gave her even more of a reason to make this damn contract! She will save that boy, save the city, save everyone!

Her body began to glow and everything turned white.

(A/N: That's the end of the first chapter! Yay, it's short. It's just a prologue, after all. Before I go, let me clear up one more thing. There will be a few arcs. Obviously, this is going to be the first arc, following episodes one through nine of the anime. However, once it gets to the tenth episode, which is basically Homura's, or in this case, Kaen's, past that's when other arcs will start. Arcs are basically timelines, if that makes it easier.

And let me get this off my chest. There are some characters I've absolutely hate! And Sayaka is one of them. She was fine when she was a Magical Girl, but once she becomes one, she starts to develop a superiority-inferiority complex. That's not the only thing that I find annoying about her. Although, I do hate her a LOT less in Rebellion. And just because I don't like Sayaka, doesn't mean I'm going bash her. So, Sayaka fans, don't worry. Sayaka is safe… Well, as safe as this fandom allows her to be.

Okay! That's it. I'll take any kind of reviews, suggestions, and criticisms!)