She had failed again. No matter how many times Homura Akemi reset the time line, no matter how different each successive set of circumstances was, the result was always the same, her best friend and fellow magical girl, Madoka Kaname, would soon meet a grisly end, dead or worse – her fate was a reality that could not be changed by mortal hands.

Homura sighed. There wasn't much else she could do as she and Madoka lay battered and bruised in the ruins of of what had once been a bustling district of Mitakihara City. Everyone else would see the incident as a horrible act of nature or god, a powerful storm that disrupted their lives for a single night. As far as the black-haired magical girl knew, no civilians had died in the battle against the chimeric witch known only by the title of Walpurgisnacht. The only victims in this were those who had been silently fighting all alone, young girls who had thrown away their youth and very souls to protect that which was dearest to them.

Homura scoffed at she gazed harshly at the overcast skies above; every thing she had done was for Madoka. The fact that she had saved a few thousand people was inconsequential when the whole reason she had reset the timeline so many times and sacrificed so much now lay dying next to her. Not a death of the body, but rather one of the soul. Madoka had pushed her powers to the limit to defeat the Stage Setting Witch and paid the ultimate price for it. Her soul gem, the ugly jeweled egg that Kyubey had so stoically pulled from her upon making a contract, was no longer as pure as its owner's heart, but rather swirled with a smoky haze, like a thunder cloud that had been bottled to be sold as a cheap souvenir.

"What's going to happen to us, Homura-chan?" Madoka craned her head to one side to gaze upon Homura's limp form. Despite all the pain in her heart and the creep darkness welling within her soul, she still smiled at her fallen friend.

Homura's heart filled with grief, they both very well knew what was going to happen to them. The corruption within their soul would finally break free and overtake their minds, transforming them into monsters just as destructive as the creature they had just sent to an early grave. It wouldn't be painful, in fact they would feel anything at all. To become a witch meant giving over your humanity to darkness and becoming a demonic reflection of the dark emotions that dwell deep within every human being's soul, normally sealed away and harmless to others. When such feelings are given physical shape, they become a weapon of suffering and fear meant to drive human beings to the deepest pits of despair.

"We'll be fine, Madoka. Whatever happens, we'll always be together." Homura tried to smile, to match the expression of the girl she cared for more then anyone else. Even with all the strength she could muster, she couldn't; there was nothing to smile about. They were both going to die or become horrible monsters. It would soon be time to reset the timeline once more and try things over again from the beginning, though each reset had hardened her heart and further alienated her from the word at large, but none of that mattered; to see Modoka alive and smiling again was all she desired. Even if it took a million resets and even if she lost her own life in the process, it would all be worth it as long as Madoka was happy.

"Even if we both turn into witches, you'll still stay with me?" Madoka asked as her breathing became labored and painful. The transformation had already begun, soon her body would begin to warp and change, quickly reforming what had once been human into a living nightmare.

"I'd be a bad friend if I didn't." Homura labored with all her might, finally achieving a awkward half-smile meant to calm Madoka as the end finally came for them.

"Then it won't be so sad, we'll be monsters together. I think that's what Sayaka-chan missed – in the end she thought that no one loved her. It made her bitter and angry even when she became a witch, but we won't end up like that, I just know it!."

Optimistic to the end, this was the girl whom Homura had failed so badly. There was no more she could do here; the Madoka in this time line was doomed, just like the dozen of others the had encountered in the endless loop that had become her life. With another sigh, Homura took hold of the shield strapped to her left arm and began preparations to travel to the beginning of all of this and try once more to rescue her best friend from her awful fate. Locking the shield, she turned it round as if she was winding a old clock. As she did, tears streamed down her face. Though she had seen Madoka die a dozen times over, she would never truly get used to it.

"Homura-chan..." Madoka cried weakly. "You said you wouldn't go..."

"I have to, you're going to die otherwise." Homura spoke as she attempted to stand.

"I'm not going to die...Please, stay."

Madoka grasped for her friend, an smile ill-suited for the situation at hand ever plastered across her anguished face

"Madoka." As Homura's voice trailed off into the rain soaked skies above, she reached for Madoka's hand and towards the unknown future that would inevitability come along with it.

To become a witch was to lose one's humanity and become another being entirely. Whereas evolution had shaped the human body into a workable, if flawed, form, the corruption of the soul turns them into monsters never meant to exist in reality. It was not a painful transformation, at least not physically, but rather one that scarred the soul and mind, warping them into alien shapes that defy all logic and laws of nature.

Darkness welled from within Homura's cracked soul gem, engulfing its owner in a sea of darkness. From within the lightless void of her own soul, a sort of rebirth began. Her mind went first, sinking into the sea of shadows like a ship that had sprung a leak. Where thoughts of Madoka had once trodden for long and tear-filled days, now nothing but a cold and empty void remained.

Her body came next, like a master craftsmen constructing a doll from porcelain. The darkness that had been birthed from the seat of her soul pulled and prodded at Homura's body, twisting it into a shape unrecognizable as the girl she had once been. When the reconstruction ceased, what remained could no longer be called Homura Akemi. Clad in the vestments of a stereotypical witch of old, and her head ringed by a record and the symbol of eternity, Homura's new shape resembled a mockery of the human form crafted by a sly and sarcastic hand.

Homura thought, but only garbled noise came to mind. She attempted to move, but only the cowl of her monstrous form fluttered. Terror gripped what remained of her mind. It had hurt to learn that magical girls had their souls ripped out, making them little more then puppets meant to fight witches. But to actually become a witch was a event of absolute terror that no experience known to humankind could ever hope to match.

Homura screamed, but only awful, cacophonous noise issued forth from her dark maw. She attempted to remember why that had happened, but nothing came to mind. She tried again, to remember something, anything! Once more nothing came to mind, not even her own name.

"Who was she?" the witch wondered. A name lay on the tip of her tongue, a name her lips refused to speak. Hom...Homulilly, the name was one she had never heard before, but it sounded right. It was her name, the name of the "Witch of the Mortal World" who desired... to be with a certain someone. Over and over she had told herself that everything was for that someone, that she would live her life for that person, sacrificing her own happiness in the process. But that was only half the truth, to save that someone meant an end to her self-imposed quest and to the isolation naturally lay at its side, to save that someone was to save herself.

It was selfish, but none of that mattered now. A witch was a witch, regardless of her intentions. There was no H*****, the name of a human girl she could no longer only recount, anymore, only Homulilly. Soon she would build a barrier and seduce humans with her sweet kiss before dragging to the depths of deepest sorrow and feasting upon their despair. For a moment she wondered what human emotions tasted like, if their was a difference between in taste between suffering caused by emotional and physical pain. It was a thought that amused Homulilly but would have made her old self cringe.

Even if her twisted mind had convinced herself that being a witch wouldn't be so bad, it would still be a lonely existence. Even as a witch she still desired the companionship of that Girl, the one who she sacrificed everything for.

"******!" The witch called in a garbled and haunting tongue from admits the ruins of a battle that no seemed like nothing but a distant, half-remembered, memory.

"What is it?" A voice called from on high. It was a massive and booming sound, that rattled in Homulilly's psyche like frenzied music.

"******!" She cried again.

"Is that you...?"

"Yes!"

"Oh, you did keep your promise..." Within Homulilly's mind, the voice resonated of purity and love. "Please, come to me."

As the witch once known as Homura trudged across the waters of her former home, it didn't take long for the the two witches to finally meet. Gazing up as she did, Homulilly beheld an enormous black pillar that stretched to the heavens as if yearning for salvation that lay just beyond the skies.

"******" Lilly mumbled, as she gazed upon what had become of her best friend.

"It's good to see you again, Hom...no, that's not right. I wonder, what is your name now?" The booming voice lovingly questioned.

"Homulilly." The hatted witch answered happily.

"It's a very pretty name, I think it suits you"

The enormous pillar began to shrink, descending from the sky like the divine being it's booming voice suggested. And as it did, the human form that capped the massive structure soon came into view. A black blob of a girl with empty eyes like pure white marbles and two ichor-stained ribbons jutting from the sides of her head, the strange witch resembled a strange shadow of the girl it had once been, the vaguely human thing beamed an eerie smile to the Witch of the Mortal World.

"******..."

"Yes, it's me. My name is Kriemhild Gretchen, it is good to meet you again, Lilly-chan." Moving one humanish limb from her side, Gretchen gently stroked Homulilly's cheek.

As her partner's alien limb stroked her pitch-black face, Lilly would have blushed if she could.

"I told you everything would be all right, and you believed in me." Gretchen wrapped her arm around the smaller witch's waist, drawing her into an intimate embrace.

"Gretchen..." Lilly said followed by a contended sigh.

"From now on we'll be together forever; we've found our salvation, now it's only a matter of helping everyone else find theirs as well."

Everything Gretchen said was like a soothing balm to the Witch of the Mortal World's senses, from now on she would trust in the Witch of Salvation and follow her every word as law. For too long she had toiled in the shadows while expecting nothing in return, now was a time to rest and claim her reward for all she had done. To finally be with here with Gretchen, no matter how twisted it maybe, was enough.

"You're quiet, Lilly-chan. Is something on your mind?"

"It's so amazing to be here with you like this. I've never been so happy.."

A long time ago, the girl who Lilly had once been had learned to bottle up all her feelings to shove them aside for the sake of her beloved. Even as a witch, a being of pure emotion, she had trouble expressing herself.

"I'm so glad you're happy, Lilly-chan... I think we should do something special to celebrate."

"I'm hungry..."

"That can wait," Gretchen spoke as she ran her inky fingers through her partner's hair. "What is it you want more then anything else in this world?"

"You." Lilly didn't have to think, Gretchen, or at least the girl she had once been, was all she had ever wanted. Ever since that day she had first seen her die.

"All right." The Witch of Salvation smirked. "Tonight, we'll do something special, just the two of us."