I stuggled to my feet, using my sword as a cane to try to stand up. A hand reached down for me and I looked up to see Kyoko. I took the hand and forced myself to stand. I checked my soul gem to see that it was becoming cloudy. I looked out into the battlefield to see that Walpurgisnacht was still rampaging without any sign we had even hurt it.

Kyoko pressed a grief seed into my hand. "I have some spares, so don't be shy if you need more."

I took the grief seed and held it next to my soul gem, feeling the power being restored to me as the cloudiness was transferred between the two objects. I tossed the spent grief seed aside and saw Kyubey devour it from the corner of my vision.

"Nothing is working." I frowned at the destroyed city around us. "Have we even scratched it?"

"We can't give up now, can we?" Kyoko slapped me on the shoulder. "Get out of pity mode so we can kick this witch's ass!"

Akemi alighted next to us, seemingly exhausted. "Do you have any spare grief seeds? I'm out."

Kyoko tossed a grief seed to Akemi. "So, change of plans? Our normal attacks aren't doing much to slow this thing down."

Akemi handed the spent grief seed to Kyubey. "This witch is more powerful than anything we've faced before. We have to persevere until we wear it down."

Kyubey tilted his head at us. "If you let Madoka make a contract with me, I'm sure she could finish off this witch easily now that you've destroyed most of its familiars."

"That's not an option!" Akemi shouted. We all stared at her and she lowered her head until she regained her composure. "We just keep fighting until we win. Don't take any unnessary risks; we only have so many grief seeds."

I nodded. "Right. Let's do this!"

We all leaped back into the fray. Kyoko and I attacked from one side of Walpurgisnacht while Akemi blasted the other away with rockets and gunfire. For every attack the witch lashed out with rubble from the city below, knocking us back and forcing us to waste energy getting back into position.

I didn't want to believe it, but I was forced to admit the truth to myself after nearly being crushed a certain number of times: we had no chance of winning without a miracle.

Kyoko was tossing me her last grief seed when suddenly a floating building flung itself at her. I tried to push her out of its path, but I ended up getting both of us crushed.

My vision blurred for a while and I couldn't make out the voices around me. I slowly came to realize that Kyoko and I were still alive for the moment, somehow. Akemi was panting next to us, with Kyubey and Madoka looking on from a distance.

I realized that Kyubey was moving to touch Madoka in the same way he touched me to create my soul gem, too late to shout a warning to Akemi. In my state, it barely amounted to a grunt anyway. When Akemi turned around, Madoka's soul gem had already been formed.

What happened next was burned into my memory despite my attempts to forget. Madoka turned and shot one arrow at Walpurgisnacht that tore it to shreds. Her soul gem, still floating above her, turned pitch black and underwent a transformation. Suddenly, Madoka's body burst to pieces and her soul gem, now a grief seed, formed a witch even larger and more powerful than Walpurgisnacht.

I forced myself to stand, picking up the grief seed that Kyoko had tried to give me and using it to cleanse my soul gem. Reenergized, I ran over to Akemi and grabbed her by the shoulder. "Now what do we do?!"

I realized I had shouted that right into Akemi's ear when she flinched. She backed away from me and shook her head.

"I messed up somewhere. I have to try it again."

"…What?" I reached out for Akemi before I noticed that she was fiddling with her shield.

Before I could stop her, Akemi vanished from sight and a flash of light forced me to shield my eyes. When the light faded, I turned to see a grief seed on the ground where Akemi was standing.

"Akemi!" I shouted, spinning around in place trying to find her. "Akemi where are you?! You can't just abandon us now!"

Kyubey ran over to the grief seed dropped by Akemi and tapped it. "I thought it'd take more for her to give into despair. I guess she couldn't handle the stress anymore. Strange no witch resulted from it."

"What?!" I looked up at the witch that had formed from the grief seed Madoka had made when she died. Is that what happens when our soul gems are corrupted?…

I heard a pained groan from behind me and remembered Kyoko. I picked up Akemi's grief seed and ran to Kyoko's side. I cleansed her soul gem with Akemi's grief seed and helped her to her feet. She looked up at the new witch and shook her head. "Here I thought we were about to win."

I had no response to that. I turned to look at the witch. It seemed to be floating in place, perfectly still. I wondered if it was waiting for something…

"Kyubey, what is it doing?"

Kyubey hopped onto my shoulder. "Madoka's witch seems to be charging up for a powerful attack of some kind. At the rate of buildup, I'd say it's going to be like that for about a week unless something disturbs it."

Kyoko frowned. "How much power we talking here?"

"Right now, it probably has enough power to destroy the entire city if provoked." Kyubey looked at me. "At any rate, I've gotten what I needed from Madoka. I'll probably be on my way now."

Without a second thought I skewered Kyubey in a sudden fit of rage. I made sure to avoid his vital organs, knowing he could escape in an alternate body if I killed him from what I saw Akemi do to him once. "You used her?! What are you talking about?!"

Kyoko punched Kyubey in the face. "You'd better have some answers, you little jerk!"

Kyubey looked at me. "Why are you so angry? Walpurgisnacht is gone now. Isn't a life or two a good trade for that?"

I pointed at the witch above us. "Uh, didn't you JUST say that thing can destroy the whole city, and is getting ready for something bigger?! That's way worse!"

"Well, it's no longer my problem now that—"

Kyoko punched Kyubey in the face again. "We're making it your problem! Yer not leaving 'til you tell us what the hell is going on and how we can stop that witch you just turned Madoka into!"

Kyubey gave the telepathic equivalent of a sigh. "You humans are strange creatures. I guess I'll try to explain it to you. It'll probably just go over your heads, though." He turned to looked at the witch above us. "You may want to regroup, though. I'm certain you two would die painfully if you tried to fight that witch as you are now."

Kyoko yanked Kyubey off my sword and we started dragging him along. "You'd better have a good reason for this" I muttered, knowing full well Kyubey would have nothing good to say when we interrogated him.