*Picking up this story after two and a half years. Major changes have been made.*

Somewhere along the line, Mami said "Guys, don't you think we should bring a few grief seeds along with us so we don't turn into witches after the battle?" and everyone agreed.

But that was a non-issue, because they all died anyway.

Madoka and Homura happen to make it out of Walpurgisnacht alive, but shit hits the fan for everyone else.

I'd planned to use this theme to make a bona-fide happy ending for a certain pairing... but that isn't really working out anymore.

All of this is set in a different timeline from the one we're experiencing in the show at the moment.

Prelude

Attempt five had been a wake-up call of sorts; she had come so impossibly close to succeeding.

It hardly mattered that their immutable fates only worsened with her interference; anyone but Homura could have seen that the first timeline was actually the most merciful to all of them.

This time, Homura accounted for absolutely everything.

Almost.

Madoka made her contract with Kyubey and joined forces with Mami as scheduled in the original history. It was so like her, so Madoka, to trade her soul for the life of a stray cat. For once, Homura had been too occupied with preparing for the battle with Walpurgisnacht to attempt to stop her. Or perhaps she'd finally seen through the futility of successfully keeping her human for the entire month, only to watch her contract at the last moment.

Homura's presence in Mitakihara concerned Kyubey enough for him to charge Kyouko with keeping an eye on her.

Sayaka Miki made the same wish she always had, and shortly afterwards, Homura called the Incubator out on his deceptive tactics in front of all of them. His explanations, and "justifications" weren't happily received. They began hunting it in their spare time, collecting its mutilated bodies for Homura to study and working together to triangulate the location of the master copy.

Unfortunately, the object of her wish, Kyosuke Kamijo committed suicide after Sayaka confessed that she'd given up her soul so that his hands could be healed. Sayaka's despair overwhelmed her, as it always did; Madoka kept her grief seed to remember her.

Kyouko was quietly distraught. She knew that nothing could be done and no one could rightfully be blamed, so she ate her pain and vented on witches.

The four remaining girls formed an informal alliance, with Homura Akemi serving as their unofficial, but unchallenged head. She felt a bit awkward about this... telling the others what they should do, and having them actually listen to her seemed so strange after all the times she'd been doubted and rejected.

Even so, her extensive knowledge coupled with her confidence and authoritative presence made her a natural leader; at the very least, she successfully kept the others alive until the arrival of Walpurgis Night.

Every little bit of their strength helped.

Walpurgis Night had given me its undivided attention for most of the battle. As the one who was launching heavy artillery from every direction and darting just out of reach, she pegged me as the most dangerous of our group and focused on killing me first.

Consequently, every moment I spent in real time was a moment I spent struggling to stay alive. I was shoving another magazine into a light machine gun and preparing to take aim when two of her familiars, the dark silhouettes of former Puella Magi, came hurtling at me from behind.

Madoka rushed to catch me as I fell through the sky, shot in the back by a beam I hadn't sensed in time. We were both nearly obliterated by another blast as the witch took advantage of her distraction.

Mami deflected the attack with one of her own, and was partially crushed shortly after scolding Madoka for not paying attention.

Still carrying me, she fell back to take cover. She was looking back behind us, carefully watching the witch, but I knew she was far from unaffected by what seemed to have been the death of her friend and mentor. Although trembling herself, she gave my arm a reassuring squeeze. Seconds later, Kyouko was flung face first through the fallen building we were crouched behind, and skidded - face first - to a halt a few yards away.

Shaking violently, the red-head staggered to her feet, turning to face us with a determined, bloody smile - more of a grimace, really. There wasn't time for words, but it was easy enough to guess what she had in mind. Her finishing move was strong, but it was far too direct. Much too flashy to be very effective against Walpurgis... Fortunately, those very flaws would make it an excellent diversion.

The split second she bought us was more than enough time for me to work my magic. Still grinning, Kyouko clapped her hands together, and I stopped time.

"Madoka..."

"I can do this. Just show me where." I nodded, and pulled her into the air with me; I already knew she'd have a better angle on the witch's only weak point if we attacked it from a diagonal, behind and above it.

"You have to be very precise. We won't get a second chance like this."

"I know."

Moments later, Kyouko was thrown backwards in a violent explosion, and Walpurgis died in exactly the same instant. She would be heavily scarred, but at least she survived.

We were blown away as her familiars fled and her labyrinth dissolved, but held onto each other as tightly as possible.

Luckily, we landed in a shallower area of the flooded, ruined city. Exhausted, we lay side by side, motionless in the street for what seemed like hours, the only sounds that of our shallow, labored breathing. The effort it took for us to simply take out our soul gems was tremendous; cleansing them before it was too late was nearly impossible, but we helped each other, and managed somehow.

Somewhere in the distance, a heavily wounded Kyouko was doing her best to dig Mami's body out of the rubble. Perhaps she would pull through as well.

"What... What happens next?" Painful though it was, Madoka strained her neck to look at me. I closed my eyes, trying to stop the tears before they started with sheer force of will.

"I don't really know. I never... We never get this far." I choked on my words, overwhelmed. The pain from my past failures was eclipsed by the joy of knowing that finally... finally... everything would be okay.

Silently, I thanked everyone for their sacrifices, past and present. For helping us, protecting us... For giving us a chance at a life fate forbade us from.

"Ah. I see."

Wait. What? Is that really all she has to say?

My heart sank into the concrete, and my throat tightened until I thought my neck might snap.

"Is this really okay?"

Madoka turned an oddly-shaped item over in her palm, checking it for any notable changes with a disinterested eye. Its unique resemblance to a tiny, spherical cage was uncanny and unsettling, but it was the same as ever; they always were afterwards.

On the outside, at least.

Homura knelt a little ways away from her, expression colder than ever; intense indigo stared blankly at the setting sun, completely unmoved by the scene.

She didn't turn as she responded to the other girl, her eyes focusing on the grief seed in her own hand instead. She never looked at this Madoka anymore unless she absolutely had to.

Why should she?

"Of course."

"I dunno. It just seems a bit... unkind."

"How so? If a witch had the power to kill you again and again at its leisure, do you honestly believe that one would hesitate to do exactly that?"

"Yeah, but that's exactly my point." This Madoka narrowed her eyes and frowned. Homura didn't notice, or didn't care. "We aren't supposed to be anything like them, we're supposed to be the opposite. We aren't evil. I don't think we should act so... heartlessly."

"It can't be helped." Homura stood, her fist closing tightly around the dark object. Time was a luxury. They couldn't afford to waste any more of it maintaining regrets.

In a way, they had become the first and only ones to reach the next evolutionary stage of Puella Magi. They were a half step up on the food chain, now. The Incubator might have congratulated the girls, had he still been around.

"It just seems unnecessarily cruel. If they can still feel pain they must still be suffering. Doesn't it feel wrong to you at all?"

It was only the natural progression of things. Hardly praiseworthy. They'd simply graduated from hunting down witches and gathering their grief seeds, to raising and slaughtering them like livestock, harvesting them on a weekly basis.

They were witch farmers now, in essence. Homura didn't mind. In the end it was the only way to make a living in a system meant to destroy them all, and if she hadn't thought of it first someone else would have, sooner or later. The few who had tried before her couldn't survive the lifestyle.

"Just do it," she snapped. Homura brought the grief seed closer to her soul gem, though it already burned a vibrant violet. She ignored how it was becoming transparent, too bright to look at directly, and kept the ever-darkening manifestation of despair near, until it throbbed between her fingers. Homura pressed it against her soul, closed her eyes, and poured all of her frustration, bitterness, and agony into the thing. For a moment, Madoka had to shield her face against a powerful gust of wind. Just as she was bringing down her arm a second explosion rocked the ground she stood on, sending her to the floor as shrapnel and flaming debris tore through the air around her.

"Homura-chan!" Madoka squinted to see through the dust cloud, desperately afraid that something unexpected had happened to her partner.

The air cleared and Homura stepped forward, completely unharmed. She casually pulled her soul gem back into its ring form, the beautiful crystal now a painful white-purple, and carefully returned the fresh grief seed to her shield.

There were built-in drawbacks to this arrangement, of course. The dark-haired girl had already calculated the time it would take for the strength they gained from the grief seeds to be overshadowed by the strength the awakened witches gained from being revived. After being roused 199 times, a witch would be too powerful for most to defeat without assistance. The soul gems of Puella Magi began to naturally dim three days after being cleansed, meaning that a single grief seed could support a single girl for a year and six months, at the most.

Complicating this, however, was the amount of instability brought to the mind of a witch farmer with each use of a revived seed. Homura caught on in the previous timeline, after her tenth revival of Izabel... That was when she still cared about the possibility of consequences to her actions.

It was pure genius. A minuscule amount of psychosis was programmed to sneak into an unsuspecting mind from the witch's soul, that amount doubling with each use, and tripling with each revival. This ensured that, by her 50th revival, the witch farmer would have long since acquired a taste for the recycled grief seeds and a disdain for the 'normal' type, making her all the more susceptible to psychopathy. The addiction would later become dependence, and the standard downward spiral of a magical girl into despair would be replaced by a nosedive into madness.

Homura was anxious to discover if a Puella Magi could actually become a witch this way, even if her soul gem was completely pure.

That was still a long way off, though.

Probably.

"Hurry up." She called, turning her back to the worried girl lying in the street. Madoka looked back down, opening her palm to make sure her own grief seed was still safe, and shrugged.

The last Walpurgisnacht had failed to bring about the transformation of Madoka Kaname as planned. As a result, Kyubey was forced to maximize his efforts to meet his energy quota. Immediately following the battle was an overwhelming surge in the population of Puella Magi recruits on Earth. The Incubators made contracts with one of every one thousand human girls, indiscriminately. The majority of those girls were killed or worse within days of meeting him, but that was irrelevant.

It wasn't as if he designed the Universe to run on the tears of little children.

Such a shame. A being like Madoka was supposed to be the culmination of all of their work throughout human history. And indeed, she was easily the most powerful Puella Magi. Upon realizing that Homura would kill Madoka if she was ever in danger of transforming, he and the others abandoned Earth, deeming their experiment a complete failure. It was readily apparent that not a single human had potential comparable to Madoka's, and even girls with potential comparable to those like Kyouko were few and far between. He was sure to leave plenty of copies behind to make more contracts in the absence of the primary force, thus dooming the human race to an eventual witch-induced extinction.

Spite.

He'd picked up that particular emotion from his time spent with what the girl they had come to refer to as "The Irregularity," but still saw his actions as more of a parting gift than a punishment.

In the years that followed, Madoka had prevented as many girls from being contracted as she could. Unfortunately, it hadn't been very many, and she could only do so much alone.

She was a single girl, limited to being in only one place at any given moment. Meanwhile, Kyubey was hundreds of thousands of harmless looking cat-rabbits, all around the world, simultaneously deceiving countless girls that Madoka might never reach in time. No one else was trying to reach them. She traveled far and wide, telling any new magical girls she met along the way as much as they'd let her. Most attacked without hearing her out, assuming that she was just another competitor who wanted to kill them and take away their hard-earned, blood-bought territory.

With the sudden increase in magical girls should have come a substantial increase in witches. But it soon became clear that for some odd reason, the opposite was true; witches were becoming increasingly harder to find, and competition between magical girls became bloodier than ever before.

The Veterans that didn't know the truth had taken to killing all other Puella Magi on sight, no questions asked. Those that knew the truth had found more sinister ways to collect grief seeds. Battles fought for the rights to a witch were often more dangerous than those fought with the actual witches.

What was once a generally respected system, featuring strictly demarcated borders between one magical girl's territory and another, had deteriorated into an unending turf war. A civil war among thousands of thousands of pubescent girls; life for them was a no-holds-barred Battle Royal. The smart ones looked out only for themselves - the Sayaka-types were usually killed well before they could become Witches.

Perpetuating the universal cage-match mentality was the ruthlessness of the Veterans. Most of the alliances formed by them were short lived, and with betrayal the word of the day, newbie Puella Magi naive enough to join rarely made it out alive.

The most important facts were little known to the "Cannon Fodder Girls." The true significance of soul gems was rarely if ever, discovered by newbies; the Veterans kept that information to themselves, and automatically held an insurmountable advantage over the ignorant Puella Magi they ambushed. Since they were usually loners, by choice or by circumstance, the metamorphosis of magical girls into witches was only witnessed by those who became them.

Madoka didn't know why, but Homura refused to join in her quest to salvage something of Earth and humanity. She was by her side, almost every moment of every day, but wordlessly looked on as her pleas fell on deaf ears. She never stepped in when sword or spear or mace or mallet was thrown in the face of the world's only heroine. Her blood didn't boil at the audacity of those who, already defeated by their would-be savior, spat insults and curses at them as they walked away. She didn't comfort the pinkette when the whites of her eyes were the same red as her irises.

Her excuse? This wasn't really her Madoka. This one was mostly a construct of Homura's careful manipulation. She knew, all too well, that the real Madoka would have been dead by then, and refused to let herself pretend otherwise.

Unless of course, she absolutely had to. As it turned out, she 'had to' quite often. When it became necessary for the preservation of her sanity, when Madoka shot her a wayward glance, or touched her accidentally, Homura treated her exactly as she'd treated the last few.

A basic kiss, usually chaste at first, blossomed into a fierce but delicate intimacy, shared equally between them.

Madoka believed she came to understand the older girl, even if it only lasted in those moments.

Homura came to believe that this was a decent life for them, even if that was just the crazy talking.

Unbeknownst to the other girl, Homura had butchered all of the Puella Magi in every town they'd visited, and more, single-handedly causing the dramatic decrease in witch populations around the planet.

It was easy enough for this to go unnoticed by Madoka, considering that the massacres occurred outside of time, and the evidence existed in a portable dimension.

There were rumors underground, of course. Tales of how "those two" had been a legitimate working team for longer than any of them had been Puella Magi. How they would come to a town, and few, if any, native magical girls were still there when they left it.

Some of the Veterans said there had been others, long-dead Puella Magi, who'd insisted that those two had taken down the last Walpurgisnacht with no outside help.

No one really believed that, though.

Eventually, Homura grew too lazy to continue stopping time to kill them. It took more mental effort to do it quickly and quietly, but conserved more of her magical energy.

She had also killed off most of the Incubators; they were conveniently unable to create more copies of themselves without the head present, but the stragglers were hard to track down. In the meantime, she focused on "reducing the number of 'Potential Witches' in the world, as is absolutely necessary to prevent the Human race from dying out."

That was what she told Madoka, when she finally caught a glimpse of the interior of Homura's shield. From what she could make out, in a compartment separated from her weapons were thousands of grief seeds, each individual resting on its own labeled shelf.

Infinitely more interesting, however, were the mountains of bodies nearby. The corpses of Incubators and Puella Magi were piled high, as far as the eye could see.

Madoka had been wound tighter and tighter by their situation, by the other Girls' utter rejection of her help, by Homura's express refusal to help her.

She snapped.

Homura didn't really mind.

A/N

This was just a deconstruction of what was going to be a possible happy-ending... because once I realized that their HAS to be some kind of fine print to the whole "Oh and, by the way, witches revive if you overuse their Grief Seeds" thing, I couldn't keep writing under the premise that there wasn't.

There's no way it was specifically mentioned in the anime, without there being implications, regardless of whether or not they actually resemble what I mentioned, so there's no way there isn't some sort of horrible consequence to recycling Grief Seeds... I think.

To be fair, if it turns out that there aren't any, or if no one mentions this in the show, I'm taking this and changing it back to how it was before Saturday night... happy-ish and fluffy.

I must have listened to the wrong music or something, to have twisted it so much. =|