Chapter 3: Flame and Smoke

Homura Akemi had seen enough, and with a flap of her great dark wings, she descended from her ethereal realm and plummeted to the city below. She circled above the chaotic mess below, settling on the tallest building in the city, Mitakihara Tower. The Ace of Spades card in her hand was glowing a bright silver. She was close to wherever he was.

With a sudden plunge, she accelerated towards the roof of the tower and landed with an impact that her slender legs shouldn't have been able to withstand, but did anyway. She stood up, breathing hard from the exertion. It was tiring for her to fly in the mortal realm. Ever since the initial attack on the bridge and the school, she had a noticeable difficulty in using her powers. She was tied to the Universe after all. And the Universe was powered by the same beings who were in revolt.

"Miss Akemi." greeted a high voice. "It's good to see you again."

Homura glared at the source of the words. A lone Incubator was perched on a ventilation fan and regarded her smugly. Kyubey.

"Who do you think you are?" growled Homura, a terrifying anger bleeding through her words. "I rule this world. Who do you think you are to tear it up? And what have you done with Madoka Kaname? I swear if you've harmed her, I'll make you wish your species never existed!

"Madokinha lies beyond their reach, Senhora." came another familiar voice. "No matter where their claws slice and their teeth bite, they will not find Senhorinha Kaname."

They turned to see Gushiken sitting at the edge of the skyscraper, puffing another cloud of smoke into the city sky. His silver eyes glowed as brightly as the card. They saw everything and missed nothing. He wasn't alone, however. To his right and left, there were a pair of figures dressed in dark robes. They had long leather boots and wore wide brimmed hats over masks that resembled a crow's face. Altogether, they seemed eerily reminiscent of plague doctors from the Middle Ages. Both carried a silver-bladed scythe as long as they were tall. Neither of them moved.

"And who are you?" asked Kyubey. "I heard someone had captured all the Magical Girls in this city. Was it you?"

"Captured?" the grey man smiled with an amused grin. "Você é muito engraçado, Incubadora. Hilarious for a creature with not a shred of emotion. I "captured" them so your hordes would not. My name is Agostinho Vincenzi dos Palmares Gushiken. You attacked my city. Devour the tainted fruit you have sown."

"You're Portuguese?" asked Kyubey. "But with an Okinawan surname. Was your father a Dekasegi?"

"He was." answered Gushiken. "Are you Kyubey? All you Incubators look the same."

"I am." replied Kyubey. "I've never heard of you before and my Incubators have colonies all in all the major galaxies. How did you get your powers?"

"Would someone with my abilities be easy to track?" asked Gushiken with a humored tone. "I can cross dimensions as easily as your ships can cross galaxies."

"I see you brought some friends." continued Kyubey, not answering Gushiken's question and examining the strange attendants standing at attention behind them. "Were you afraid you were in danger of being captured? Or are you planning something?"

"How do you plan on catching smoke, menino branco?" asked Gushiken.

He walked up to Kyubey and slapped his hand at the creature. Kyubey flinched, but Gushiken's hand went straight through him, appearing on the other side as if Kyubey had walked through a smoke cloud.

"Is this the best the Incubators can offer?" taunted Gushiken.

The Plague Doctors tensed when they saw Gushiken slapping Kyubey. They raised their scythes, but Gushiken quickly turned back at them and said something in a bizarre dialect that resembled crow calls mixed with grinding noises. Both figures lowered their weapons.

"I've learned that you can never be too careful when dealing with Incubators and Magical Girls." explained Gushiken. "They're very protective of me, so if you try to take me, they'll slice you apart. Believe me, nothing can stop their scythes."

"What have you done with the girls?" asked Homura. "Are you the reason I can't find Madoka."

"Madoka Kaname, and her friends Sayaka and Kyoko are under my protection. As is Mami Tomoe, but they aren't the reason we're here, are they?"

"Not at all." answered Kyubey. "We're here because Homura is dooming the Universe to die. My race cannot possibly harvest all the energy needed to keep everything alive. Without Magical Girls, the Universe will run out of energy. The emotions of humans are the only limitless source of energy that we can use."

"Then I'll make you work harder." retorted Homura, becoming more agitated by the moment. "You will never make another contract and doom another girl to despair ever again!"

"Are you willing to make the Universe suffer for your sentimentality?" questioned Kyubey. "What are the lives of a few girls when compared to everyone? All the people on Earth and beyond? You humans always miss the big picture."

"And you oversized ratos don't see a speck of it!" retorted Gushiken, his voice darkening. "I've never understood why an emotionless, soulless, joyless race like yours has any concern about whether they live or die. Why do you care? Your entire existence is based on leeching off of living humans like me to perpetuate your robotic "lives". What business do you have stealing from us?! What do the rest of us gain from your "contracts"? Every time you create a Magical Girl, you place the entire planet in danger and you know it. What do we gain from the sacrifices of those girls? Why are primitive races living on the edges of the Universe entitled to what we create? If humans are the only race capable of emotional power, then I say it belongs to us and us alone! Even the most emotionally detached autist in the world has more of that power than all of you albino vermin!"

"There's no need for insults." replied Kyubey without a hint of offense. "We want the best solution for everyone. You're acting very irrationally. Think about how your race harvests cattle. The cattle are far better cared for than animals living in the wild. The arrangement is mutually beneficial for both parties."

"WE ARE NOT CATTLE!" shouted Gushiken, causing Homura to recoil back in surprise. "We don't farm cattle because we care about the wellbeing of livestock. We farm them because we desire their meat and their milk. And if they're better cared for than wild animals, it's to produce better meat and more of it. Not because we care about animals dying and suffering in the wild. I thought you Incubators were supposed to be intelligent."

"Then explain why we are so much more advanced than your race." argued Kyubey. "You humans were living in caves when we found you. Without us you would still be hunting animals with spears just to survive. We brought civilization to you."

"You built nothing but a system to benefit yourselves." returned Gushiken harshly. "If humanity became happier by your actions, it was only to make the despair even more severe and the energy you harvested even more profitable. Living as a slave in a gilded cage is for spineless worthless cowards who deserve to be crushed out of existence. A primitive world run by humans is a better truer world than one built on artificial civilization bartered with innocent lives. But still, your entire race was outsmarted by a 14-year old girl. Tell me again how you believe you're superior?"

Homura smiled slightly at his reference to her triumph over the Incubators. His speech was captivating in its tone, but something worried her. How far was Gushiken willing to go?

"So what is it that you want?" asked Homura, addressing Gushiken for the first time.

"I want every last Incubator to pack up and go back to wherever they came from. And to never come back ever! This planet is the sacred homeland of the humans. Not Incubators. And not anyone else."

"The Incubators deserve to suffer for what they've done. I'm not letting them go." said Homura firmly.

"I also want you to step down from your position as Queen of this world or whatever it is you call yourself." continued Gushiken without pausing. "Let me take your place and there will be no more bridges falling down. No more schools overrun with Incubators."

He paused for a second.

"No more claws and teeth seeking Senhorinha Kaname."

"I won't." uttered Homura. "You have no idea how I suffered. What I sacrificed for Madoka. Give her back to me."

"I won't either." refused Gushiken in turn. "Your management of this world nearly allowed the Incubators to claim her as their prize. She's a beacon of hope for everyone who knows about Kyubey and his race, and I care about her just as much as you do. You can see her when you step down from your throne."

"It seems," said Kyubey. "That we cannot come to any type of agreement. We'll have to fight each other for control."

Gushiken smiled, "I can agree to that."

He flicked a card out of his sleeve and created another spade-shaped portal, beckoning for his Plague Doctor attendants to enter first. He puffed the last of his cigarette and drew another card, also an Aces of Spades. He tossed it to Kyubey.

"That's for contacting me if you change your collective mind. Adeus."

He brushed the white scarf at his neck lightly to the side so it fluttered in the breeze. With that he stepped into the portal and vanished off the roof of the skyscraper.


"Alright girls. Are you ready for your first lesson?"

Hitomi addressed her audience of Mami, Madoka, Sayaka, and Kyoko from the stage. The four had been tired after their narrow escape from the Incubators the day before and retired to bedrooms that seemed impossible to tell apart from their own in Mitakihara. Whether it was night or day was even more impossible to tell. The theater that strongly resembled the one Kyosuke played his concerts at was in a disconnected alternate reality with different doors on the same floor leading to balconies high in the sky and others to dark basements. One even appeared to lead to a ship drifting in the middle of the ocean.

The advice Hitomi gave them was to think of the place like a building in a dream. Not bound by any laws of physics or logic for that matter. When Madoka had asked about what would happen to their families, Hitomi assured her that Gushiken had placed the homes of the girls' families under some type of dimensional barrier that prevented the Incubators from overrunning them.

Kyoko had apologized to Sayaka on the condition that she never degrade her race again. Hitomi had threatened to leave Kyoko at the mercy of the Incubator hordes if she didn't. Ironically, Hitomi didn't seem to care about her unsuccessful attempt to court Kyosuke. All she seemed to care about was working for Gushiken.

"This is a Soul Gem," she explained, holding up the emerald pendant she had used to heal Sayaka earlier. "It holds a Magical Girl's power. You will each have a unique ability attached to your Gem. Mine is the power of speed. I can run faster than seconds can tick by and speed up healing. I can make plants grow faster or slower. Your power will have many implications, so choose wisely."

"Are our Souls going to be trapped inside those?" asked Mami, remembering what she had seen in Homura's memories.

"No." answered Hitomi. "Gushiken isn't an Incubator. He hates them and wants human souls to stay inside human bodies. However, I should warn you that much of your life force is contained within the Gem. If it runs out of energy or gets damaged, your chances of survival are slim to none."

"Do we have to make a contract?" asked Mami.

"Again, no." replied Hitomi. "I don't believe Gushiken can grant wishes the way the Incubators could and even if he was able to, I don't think he would approve of people using their technology in that manner."

"How did he get his power?" asked Kyoko. "I mean the movie showed the Incubators making contracts with girls. Not boys."

"I don't know how he got his powers." admitted Hitomi. "No one really does. Except him and he doesn't want to talk about it. But it might have something to do with where he came from. The Incubators aren't from Earth, but Gushiken might be from somewhere else altogether."

"So he's from another dimension or something?" asked Sayaka.

"Something like that." said Hitomi. "It would explain how he's always teleporting around."

"I wonder if they're all as good looking as he is wherever he's from." commented Kyoko.

Everyone turned and stared at her. Kyoko stared back at them.

"What? I bet Hitomi's chasing him because she couldn't get Kyosuke."

"He helped me when I needed help. Returning the favor is the least I can do."

"Is that the only type of favor you're giving him?" asked Kyoko, licking her lips and poking her tongue against the inside of her cheeks suggestively.

"That's uncalled for." said Mami. "We're all under attack from those Incubator things. If we don't work together, they'll kill us all."

"Yeah." added Sayaka. "With that attitude, you'll be the first to die."

"They won't kill me." replied Kyoko. "I saw the footage. Without Homura's help I would have killed you in the alley. I was badass back then."

"And I beat you in the cafeteria." shot back Sayaka. "They won't kill me either."

"You only won because you hit below the belt. The next time you try that I'll stomp you so hard you'll be coughing up your monthly cycle."

Mami turned to Hitomi. "What's the first step in making your Soul Gem?"

"You imagine yourself as a Magical Girl. Your power, your weapon, your outfit, everything. Then you focus on what defines you. I chose speed. You'll have to decide what you want to represent yourself. Then you'll have to swear your oath before Gushiken?"

"Oath?" asked Mami. "I thought we didn't have to make a contract."

"It isn't one." answered Hitomi. "You don't get a wish. But once you become a Magical Girl, you can never stop being one. Not until you die."

"What's the oath?" asked Mami.

"I swear by my own soul that I will fight and die to defend the planet Earth as the sacred homeland of the superior human race, preserve the equality and unity of all humans regardless of birth and position in society, and maintain the dominion of humans over all other beings. May I be condemned to an unending agony if I break my oath."

"I like it." said Mami. "It's perfect. Humans protecting each other no matter where they're from or what they look like."

"I know." said Hitomi, smiling.

Kyoko and Sayaka had stopped fighting and were refusing to talk to each other, much to Madoka's relief. Madoka looked up from her phone.

"I wrote down the oath." said Madoka. "I'm ready to take it."

She texted the long oath to the other three girls and they took their position in front of Hitomi on the stage to begin their transformation. After a few rehearsals, they said the oath in unison.

Mami concentrated intensely. She imagined herself the way she had seen herself in the footage of Homura's memories. A yellow skirt with pinstriped stockings. A tight white corset and a brown cap with a feather in the side. An entire line of loaded muskets ready to fire at her command. But most importantly, she focused on what would define her. Unity. Staying together with her friends. Standing together against the terrible Incubators as a single united force. Tying together people who were being torn apart from each other.

All around her, there was a golden light that was filled with a joyous singing in some strange language. She made out some of the lyrics

Solti ola i

Amaliche cantia masa estia

E sonti tolda i

Emalita cantia masta estia

The words filled her with hope and she soared to new heights. Her muskets twirling around her like the ribbons that made them up.

She had become a Puella Magi. A Magical Girl.

Mami examined herself. She was just the way she had appeared in the footage to the slightest detail. Around her on the stage; Madoka, Sayaka, and Kyoko had also transformed. Madoka was dressed in her cupid-like ballet dress with a long bow. Sayaka had a cape and sleeveless dress along with a razor-sharp cutlass sword. Kyoko had a cherry-colored dress and a broad headed spear that split into several sections with a heavy iron ball at the back end. They had regained their former powers.

Hitomi walked around, noting the new Puella Magi.

"You've all transformed well." she commented. "But you'll still need training to regain your former strength."

"I'll be looking forward to that." laughed Kyoko, hefting her spear and eyeing Sayaka.


The Moon always had a certain look to it. No matter what phase it was in, it always had the same pattern of dark and light on its round face. This was due to it rotating in the same direction as its path around the Earth. It never showed an entire half of its surface to those watching from Earth.

Making it the perfect place to build a hidden base.

Gushiken had taken the liberty of creating a settlement the likes of which the most ambitious astronauts could only dream of. It was less of a temporary base and more of a metropolis. Smoke poured into the artificial air from thousands of chimneys on the hundreds of buildings lined neatly in a row. Overall, it resembled a Western city at the peak of the Industrial Revolution. There was a Gothic aesthetic to the design along with a more modern flair in some of the larger buildings.

It was a very different type of city from any that had existed throughout history however. Other than it being the design of a single entity, it lacked a single human except for its creator. But the streets were far from empty. The streets were bustling with things that outwardly appeared human, but weren't. The Plague Doctors that Gushiken had brought to his meeting were there, marching up and down the streets. Their dark cloaks melded with the ashes falling constantly from the sky. Most of them carried silver-bladed scythes, though some larger and higher-ranking ones held medieval-looking longswords. Some of them held leashes that restrained vicious looking dog-like creatures. They all had coal-black matted fur and ruby-colored eyes that sparkled in the dark. Every Hound was heavily muscled, with shining fangs that appeared to be machined from hardened steel. As they panted, flames danced out of their mouths and their barks had a metallic tone to them.

Patrolling over the city in numerous hot air balloons and steampunk looking vehicles were odd beings that resembled humanoid playing cards. They were arranged in different units and ranks based on their suit and number. The leaders having the Ace of Spades. Most of them carried long halberds complete with sharpened spikes and wicked hooks. A few were equipped with crossbows that could be fired many times with a complex gear system, their arrows held inside boxes at the top of the weapon.

But the most numerous of the beings in the dusty streets were unnervingly human in appearance. They were no more than four feet tall and looked like a cross between a child and a doll. Instead of eyes, they had colored buttons and in place of mouths, they had something that resembled stitching. Their clothes seemed to take inspiration from 18th century Europe. Formal overcoats and tricorne hats for the males and long traditional dresses and bonnets for the females.

The Dolls did the manual labor of the city, moving bricks and burning coal in massive furnaces. They coordinated their efforts with an odd dialect that resembled no language on Earth and was almost too high and rapid to be perceptible.

Gushiken watched the unearthly display below him, proud of his work. Creatures from other galaxies and dimensions that no one on Earth knew anything about. All gathered on the dark side of the Moon. Homura might have been the creator of the Universe, but her lack of understanding regarding the scope of her powers had left plenty of blind spots including this one.

She definitely hadn't thought to look in other dimensions. After all, Gushiken's inability to stay within the same dimension that Homura had created for too long had enabled him to remain undetected. Despite being able to create his own pocket dimensions the way the Witches had, he was unable to leave them indefinitely. But that was changing. The more time he spent outside of them, the longer he could stay in the mortal plane. Once he reached a certain point, he would no longer need to recharge his energy by leaving to another dimension.

As Gushiken settled in his desk within the large penthouse room in the city's central gothic skyscraper, his gaze settled on a framed picture at the corner. It showed a middle-aged lady with long silky dark hair and indigo eyes.

"If only you could see me now." thought Gushiken as he lit another cigar and blew the smoke into the shape of a young girl with flowing hair and great feathered wings.


Author's note: This was a mild edit. Gushiken's full name is Agostinho Vincenzi dos Palmares Gushiken, the revised name flowing a bit better and reflecting the character's background as a mixed Italian-Portuguese Brazilian Japanese among other parts.