The fog came from the ocean was very dark, within it. Several bright things moved out from the cover, most looked like something that came out of a weird circus. No ordinary human would have seen this as they are all in the shelters ,but for one young girl walking calmly towards their source. They were very clear, these things were the familiars of Walpurgisnacht. The loud and creepy noise of a little girls laughter can be heard amongst the howling wind. Above, a looming shape came into view. It looked like a mash of spinning gears, with an overturned dress below.

Homura Akemi glared at the most powerful witch above her, its taunting laugh no longer having an effect on her unlike the first encounter. Transforming into her magical outfit, she began her attack with with a volley of rockets, each launch she stopped the time until the last where they were allowed to hit it. To her disappointment, it was unfazed, no sign that it was hurt. She then moved onto the next one in her inventory, mortars fired one by one, moving Walpurgisnacht barely but just as ineffective as the last one. She cursed, she was running out of things to use.

Homura commandeered a fuel truck and began moving it with her magic, it glowed violet and sped onto the disoriented drove onto a bridge and jumped just as the vehicle collided with it and blew up, falling into the water. However, she wasn't yet done. The magical girl fell on the river, but several missile tubes rose from the water and fired simultaneously at the floating mass of magic. Walpusgrisnacht landed on the abandoned factory which she rigged with countless bombs, all blew up at once, fire and smoke rising up.

For a second, she stared at the blast. Hoping that all of her effort was not in vain, then a dark colored beam shot out from the flames and hit her. Several figures formed from it, all of them were shaped like magical girls. The strongest witch emerged from the wreckage unscathed, taunting laughter coming from it. It flew back into the city, darkening a quarter of a mile with its shadow. It lifted off several buildings with a whirlwind, throwing them in all directions and remaking the city into a pile of rubble. Homura realized that it would reach the shelter where she is and flew to chase it.

'I cannot allow it reach her!' she all but screamed in her mind. Firing on the humanoid figures standing in her way. She lept from building to building, ignoring the laughter from at the magical girl shaped familiars that seems to be intune with their master's.

More buildings were flung towards her, readying for the impact she braced her shield and casted her magic.

Nothing.

Her eyes widened as she glanced at the soul gem, now slowly being cobered by darkness.

"N-no, Not now!",A split second before the upper part of a skyscraper crashed onto her, then to another building below. When she came about, her right leg was bent and trapped on a broken figure of Walpurgisnacht loomed upon her like a judge before an accused, she held her shield. Preparing to go back in time, she began to turn it. Yet she rememebered, the words Kyubey spoke. How every time she goes back, Madoka's karmic destiny increases. Making her much more powerful with every return. Knowing that she was the reason for her friends suffering, she let go of the shield and decided to let the despair take her over, her eyes slowly closing as she embraced witchification. A silent prayer to what ever gods above that Madoka survive this.

"Homura-chan" a warm voice said. She opened her eyes and saw a young woman with pink hair, reddish eyes and a loving smile. Her visage was filled with sadness, yet noton the verge of tears.

"M-Madoka" she answered, A swell of panic woke up from inside her. 'Why is she here!? She should be inside the Shelter!' her eyes flicked to the right where a cat-like creature stared at them with crimson orbs. Its tail waving left and right, Homura's heart nearly stopped as she recognized the thing.

'Kyubey' she glared at the incubator with all the hatred she could muster in her wounded state. The thing that caused so much suffering, so much despair, so much pain for her and all magical girls is here.

"I know now what I must do" she turned to the white creature behind her, "Kyubey, you said that you can grant any wish, is that correct?"

"Yes that is right" it said in a very cherry voice not unlike one that can be found on a child.

"And that I have a huge amount of potential, correct?" her voice had an uncharacteristic edge.

"Yes, that is right" Kyubey answered with its trademark faux cheery voice, "Anything you want would come true!"

"No, Madoka, you can't!" Homura screamed with all she can. 'No! Please ! Do not listen to him!"

"Well then, now I shall make my wish" she took what she knows would probably be her last breath. Her mind flashed with the memories of her family, her little brother who would grow up without a sister, her parents would mourn her, should they even know who she is?. A tiny sliver of doubt crept onto her heart, but for the city and all magical girls her choice was resolute.

"I-" but her words were cut off by a large boom. She noticed that Waplugisnacht's laughter has stopped. Replace by a sound that can be defined as a whimper, she looked upon the fog from the sea where it from.

"Madoka! Madoka!" Kyubey shouted, his cheery voice tainted with desperation, "Quick! You must make a wish, hurry!"

But the pink haired girl stood transfixed, she stared at the fog where the thumps came. A figure slowly stepped out of the dark mists, its gigantic figure illuminated by occasional flashes of lightning. When it finally came out of the veil, they saw its full glory to behold.

It stood on two gigantic elephant like legs. On its back were three pairs of jagged triangular dorsal spikes extending from the back to its tail. A rotund torso formed its whole body, its pigment much lighter than the rest. Two muscular arms hung, each ending in five fingers and sharp claws. A meaty neck with gills on each side held a small, part-saurian, part-bear head. It gazed at the strongest witch with contempt, its golden eyes narrowed.

Kyubey recognized this creature, since the time they had arrived on this world. They have noticed its existence, although it did not wasn't yet active on the surface so they paid no heed. It wasn't until they began the creation of Walpurgisnachts that it showed activity and became a 'Spanner in the Works' as the humans called it.

A Walpurgisnacht is not born by natural means, witches, like magical girls prefers to be territorial. It cannibalizes familiars that come from its territory, therefore making it stronger. Yet familiars are not enough for exponential growth of a witch to massive levels. To compensate, Incubators forces witches to fight over a certain area. Therefore making the victor strong and acquire a taste for other witches, it moves from area to area where witches are highly concentrated. Therefore its current location is Mitakihara, Kyubey summoned it to force Madoka, whose karmic destiny is sufficient to end entropy at the cost of this world. A small price to pay.

Yet their entire operation is in jeopardy, as the creature has arrived. Despite the improvements they did to this latest version of Walpugisnacht, although far stronger than before is simply not enough.

And, a thunderous roar came out from it. Bringing dread to everyone who heard it before.

SSSSSKKKKKKKKKKKKKKKKKKRRRRRRRRRREEEEEEOOOOOOOONNNNNNNNNGGGGGGGGGGGGGGHHHHHHHHHHHHHHHHHHHHHKKKKKKKKKKKKKGGGGHHHHHHH!

Madoka simply gaped at the magnificence of the creature, imposing would have been an understatement to describe the feeling on her chest. She had seen this monster before, whether the screens of a television or a picture on the net, she had watched with terrifying astonishment all of its rampages on the southern part of Japan as well as San Francisco. She never imagined that she would personally see the gigantic monster that brought terror upon anywhere it landed, that it would even land on her hometown.

For Godzilla has arrived in Mitikihara.

It took only a few seconds, then with a scream. Walpurgisnacht fired a multi-colored beam upon the creature, it hit square into the chest which failed to even faze the King of Monsters. The remnants of the beam formed into magical girl shaped energy beings and began hitting him at once, which did jackshit against something that was unhurt when bombed by the most powerful weapons of man. Walpurgusnacht lifted several buildings with her mighty vortexes, then threw them straight to Godzilla which he simply blocked and flung with his arms.

Madoka was broken from her horrified trance when a halved building crashed onto an apartment, her darted towards the downed magical girl. Homura's violet eyes stared at the raging battle wit shock.

"Homura-chan!" she looked upon Madoka, noticing the she is trying to lift the boulder trapping her leg, "Help me lift this! Please!"

"M-Madoka, leave me, I beg you" she begged weakly

"No! I won't leave you here! So please, help me" the pink haired girls face looked in dread yet determination shone in her eyes

The battle between king and witch continued, Godzilla gave chase to Walpurgisnacht, yet the eldritch abomination only threw buildings at the saurian while keeping as much distance by hovering as far as it could yet unable to leave due to the orders of the masters. Instead it simply threw everything it got, hoping that the masters would finally allow it to leave. Godzilla meanwhile shows no signs of tiring.

"Madoka! Hurry, make the wish now! Its is th-" Kyubey's words were cut off as a boulder slammed at its location. Homura, upon seeing what happened to the incubator was thankful as Madoka carried her away from the raging battle between God and Witch. Although she wanted to scream at the pink haired girl to leave her to die or aim a gun at her face and force her to get lost. Her energy was spent and sheer will is all that prevents the young woman from turning into an abomination with Madoka near her.

Far from the two little girls, Godzilla was becoming infuriated, the unknown simply attacked him from a distance. Although he felt that this one is stronger than the previous ones he fought, it is still far from his level of strength that he possess. Deciding to no longer play games, his fins began to glow from the tip of his tail, the light becoming brighter as it climbed up to his face. With a deep breath he opened his mouth and a powerful blue beam fired from his maw and connected to Walpurgisnacht, sending it flying to the riverside. The beam continued firing for a few second before abruptly ending. Giving her a few seconds to get back to the fight, she slowly floated back to the air, ready to take down this beast with all her might

Only for a second beam to knock her to the ground, the blast were becoming more powerful as its source came nearer. The thud of Godzilla's feet became louder as he approached the strongest witch. Using his atomic breath to keep it pinned down,he ensured that it would never had a chance to escape. As soon as the breath ended, he clamped it down with his leg, before punching it again and again with his mighty arms.

Walpurgisnacht however, was not out of the battle. It charged it own beam while Godzilla's blows continued to try to turn it into paste only to fail against her supernatural durability. Despite being weaker in terms of attacks, its defense and speed was equal or better to the King of the Monsters. When Godzilla made for another punch, she stroke back. Her multi-colored beam fired point blank at its strongest. The full force of the counter attack made him nearly lose his balance as the full power of countless witches merged into a single identity and made him scream in pain. His foot came off, allowing the witch to use her flight once more. The gigantic reptile opened his maw to spout another radiation beam, but Walpurgisnacht learned. She fired a much weaker beam into his mouth, which made him howl in further agony as it hit and blew up inside. To make things worse, the beam broke off into another group of magical girl-shaped familiars that aimed for his teeth. Giving him almost a dozen severe toothaches at once.

Using her tornadoes, Walpurgis lifted off several wrecks and smashed them to Godzilla at the same time like a cymbal. Further disorienting the monster yet doing no lasting damage. Her haunting laughter began again as she continued her assault, hoping that at least it would buy her time for the masters to change their minds at let her leave.

It was not to be.

Godzilla,having enough breathed his atomic breath. Incinerating the familiars on his mouth and striking the Strongest witch once more, this time hitting on one of the few remaining skyscrapers and crashing down permanently. With damage sustained from earlier, she was weakening. Her floating is much slower, her attacks were now ineffective and her laughter is now replaced with crying. Godzilla however ignored this and began to spin, his fin lit up again with the familiar blue yet on the second spin began to turn orange. Walpurgisnacht also charged her beam while she floated above, its body lighting up with dark colored energy. On the third spin, the spikes on his back were now bright red. He opened his maw, and a powerful ray of red, orange and white forming into a spiraling beam came out. Walpurgisnacht also unleashed her attack, both collided in the center and exploded yet the strongest witch's beam was overwhelmed and the spiral ray slammed at its body,pushing it back to the ground. It skidded on the pavement, leaving a deep mark on the ground before hitting a hill. The witch's body began to crumble, sparkling dust came out from it that rose to the cloudy sky before finally shining a bright white light and vanish.

With a loud roar, Godzilla declared his victory and turned back to the ocean as the clouds dissipated and sun began shining on the ground once more.

"It is over" Homura said as she gazed upon the figure of the King of Monsters departing, "Walpurgisnacht has been finally defeated, I may have not beaten it but it is dead nonetheless. You don't have to make a wish anymore" the black haired girl cried with tears of happiness for the first time since her promise, "You do not have to suffer the curse of being a magical girl. Nevermore" her final words before the fatigue claimed her and giving her body the needed slumber.

"Homura-chan" Madoka answered as she held her hand tightly, watching the rainbow form from the rain. Deep inside she wonders whether Akemi is correct, does she still have to be a magical girl now that Walpurgisnacht is dead?

"Walpurgisnacht may have been defeated by the creature you refer as Godzilla "said a familiar voice above her she looked at the incubator whose tail is swinging back and forth and body that is brand new "Yet, as long as Witches exist, there will be another one, you must become a magical girl to protect the world"

Madoka was deep in thought when something lightly clamped at her hand, looking down she saw Homura looking at her with begging in her eyes. 'Don't listen to him, please Don't'

Knowing what she must do, she gently unclasped her hand. Homura, too weak as the corruption took over her soul gem, helplessly watched as Madoka stood near Kyubey and began speaking the words she dreaded.

"I wish to erase all witches before they are born! Every witch in the universe, from the past to the future with my very own hands!"

Her chest shone with bright light as the soul gem came out of her chest, which promptly breaks as her wish is finally granted and every magical girl became free of their curse.

A/N: just something that came out of my head. Hope you enjoy!