A sincere thanks to my reviewers!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater

/

Maka couldn't comprehend what she was seeing.

She could see the witch, but she wasn't comprehending it.

Sayaka's body was on the ground nearby, and Kyoko scooped it up. She and Homura said something, but Maka didn't hear them.

Did Sayaka just...? This couldn't be true!

"MAKA!"

Her head snapped up. Homura was examining her with careful eyes. "There was a reason I gave you those days off," the other girl said, "I didn't want you to see this."

What was 'this' exactly? Homura grabbed Maka's arm, dragged her over to Kyoko, and grabbed the redhead as well.

The world stopped. Literally.

Time stop magic. Homura had mentioned it before, but Maka had never appreciated it before now. The witch, the barrier, everything had stopped.

"Don't let go," Homura advised, "Or time will stop for you too." She began leading them through the barrier, to what Maka assumed was the exit.

"What the hell happened?" Kyoko asked, "What happened to Sayaka? Her Soul Gem's gone!"

"She let her Soul Gem become completely corrupted," Homura explained, "It turned into a Grief Seed, and she became a witch."

Maka felt like she was hearing the conversation from the end of a tunnel. She felt numb. And cold. Like her insides had gone completely dead.

The barrier finally faded, and time returned to normal around them. Homura let go of both of the girls and turned to face them.

"I'm going home..." Maka said faintly. She just needed some rest, right. Some sleep would help.

Kyoko looked like she was about to say something, but Homura placed a hand on the redhead and shook her head.

Maka nodded, "See you both tomorrow I guess..." She then turned and left, trying not to think too hard about what had just happened.

She made it home okay. Soul was in his room when she entered, and still awake, considering the light flooding from beneath his closed door. She stopped in front of it. She looked at it for a few moments, before going to her own room.

Mercifully, she fell asleep quickly.

n/n/n/n/

She didn't feel any better in the morning.

As she ate her breakfast quietly, Soul took notice.

"What happened last night?" He asked, "I've never seen you this...depressed before."

She shuddered, instinctively suppressing the memories of last night. "I don't want to talk about it," she said flatly.

He looked at her seriously, "Did you encounter a witch?"

"I said I don't want to talk about it!" She snapped. He jumped a little. He was still giving her that look, but seemed to lay off for now.

She felt that something horrible would happen to her if she let herself come to terms with those memories.

She remained quiet even during the walk to school. When they arrived, Kid approached them. He frowned upon seeing her slouched form.

"Don't ask," she said. It was best if she didn't think about. Just put it off for a while...

"Very well," he said, despite his obvious concern, "I was wondering if you would meet us in the Death Room. There's something we want to discuss."

Maka nodded, "Fine. Soul, you go on ahead."

Despite her partner's look of concern, he nodded, "Alright."

She followed Kid into the school, and through the hallways until they reached the Death Room. The first thing she noticed was who was also gathered there. Stein, Sid, Nygus...basically everyone Lord Death had deemed appropriate to know the secret of magical girls.

"Good morning Maka," Stein, her homeroom teacher greeted.

"Good morning Professor Stein," Maka faintly replied.

"Oh?" Lord Death looked at her curiously, "You don't look so well Maka. Are you okay?"

"I'm fine," she lies, "Just a rough hunt last night."

"I would imagine," Kid comments, "The madness wavelength disappeared, so I assume that you finally got the witch that was emitting them."

She nodded. They did get the witch. And then...

No! She couldn't think about it!

"Which brings us to our order of business," Stein says, "Maka, do you know where witches come from?"

She stiffens, "Why do you want to know?"

"We can't have something like that madness witch happen again," Sid says, "On top of that, Kid says that you mention something called 'Walpurgisnacht.'"

"You're going to have to ask Homura Akemi about Walpurgis. She knows more than I do."

"We'll make sure to do just that," Kid says, "But back to the point. Maka, do you think you could ask Kyubey where witches come from? Our current theory is that we could somehow destroy witches before they form, stop the problem before it starts."

She went as stiff as a board. Then finally, everything crashed down on her.

Sayaka became a witch. Magical girls become witches. The source of witches were the magical girls.

She started trembling. It was all too much...!

"Maka?" Kid asked, "Are you okay?"

"If..." she started, "If you want to get rid of witches..." She felt something inside her break, "Then you'll have to kill me! Me and all the other magical girls!" She then started crying.

Without thinking, she turned, and fled from the Death Room. She heard them call out for her, but she ignored them.

She just needed to get away...!

When she finally stopped running, she found herself in the streets of the city. She leaned against a nearby wall, breathing hard, tears streaming down her cheeks.

Magical girls become witches, magical girls become witches...

It couldn't be true...!

"Well, what a coincidence."

Maka looked up. Coming up, was Kyoko, accompanied by Madoka. Kyoko was munching on a corn dog.

Madoka seemed solemn, and her expression turned to one of concern when she saw Maka, "Are you okay Maka?" Madoka walked over to the scythe meister.

Maka shook her head, "No, I'm not okay..."

Madoka reached out and took her arm gently, "It's because of what happened last night, isn't it?"

Kyoko sighed, "Look, I know how you feel. But listen to this. Me and Madoka are going to try to see if we can't do something to help Sayaka."

Maka looked at them skeptically, "How?"

"If Sayaka hears the voice of a friend, she might remember being human. It's worth a shot, I think. In any case, I'm not about to leave her like that," The redhead smirked, "I wouldn't mind some backup though. What do you say?"

Maka thought for a moment. If there was a chance, any chance, that they could save Sayaka... "I'm in," she said.

Kyoko seemed pleased, "Great, let's go then." She held out her Soul Gem, and the three of them started walking.

"Where's Homura?" Maka asked.

"I'm not sure," Madoka admitted, "She wasn't in our apartment when I woke up this morning."

"We don't need her," Kyoko said, "I think she could care less, frankly."

"That's not true! She really does care!"

"Yeah right," Kyoko snorted, "Maybe you don't notice because she's so sweet on you for whatever reason, but she doesn't really give a damn about the rest of us."

Maka recalled her conversation with Homura, after she had her breakdown. Homura cared for Madoka deeply. Maka remembered what Homura had said while they were fighting the madness witch,

"Sayaka Miki was doomed from the moment she made the contract."

Homura had known. She had known the truth about witches, and she had known that Sayaka was about to become one.

But how? What was her secret? What was going on?

The three of them wandered through the city. It took a while, but finally, Kyoko's Soul Gem began to glow.

The redhead stopped. They were in front of a fountain in one of the public squares, "Here."

"Are you sure it's Sayaka?" Madoka asked, "What if it's some other witch?"

"The magic signature in the same. It's her."

Kyoko transformed. Maka took the cue and transformed as well. The other magical girl turned to Madoka,

"Point of no return, you sure you want to do this?"

Madoka smiled, "Actually, I'm used to this part," she looked away briefly, "All I've done until now is tag along. I've never been able to help much," she then looked back with a determined expression, "But I'm ready, so please, take me with you."

Kyoko smirked, "You're a strange girl, ain't ya? Guess you'd have to be to attend the Academy." The portal opened. Without another word, the three girls stepped through.

There actually wasn't much, for a barrier at least. Most barriers Maka had been in had been wide open spaces. This one was simply a long corridor, lined with posters.

Kyoko led the way, with Madoka between the two magical girls.

"Ummm..." Madoka started, as they walked, "Hey, Kyoko, Maka?"

"Yeah?" Kyoko asked.

I feel really bad that I can't be more helpful..." the other girl admitted, "Everyone else is always doing the fighting for me. Anyway, I sort of feel like a coward."

Maka immediately knew where this was going. Shoving her increasing uneasiness into the back of her mind she said, "You shouldn't. I mean, you faced down that pre-kishin back during that mission. Our job as meisters requires a lot of courage."

"Yeah but...that was different..."

"Different how?"

"It's just..."

"Homura doesn't want you to make the contract..." Maka's voice trailed off, as a sudden realization struck her, "She knew the truth about witches. That's why she doesn't want you to became a magical girl. Because she doesn't want to see you become a witch..."

The pieces were finally starting to fall into place. Homura knew magical girls became witches. She didn't want Madoka to make the contract because of that fate. It didn't answer everything, but it did answer one of the big questions.

"But what if..." Madoka started

"Don't even think about it," Maka said firmly, "You're better off not becoming a magical girl."

Madoka looked down and Maka wondered for a moment if she had come off as too harsh. But then she remembered her promise to Homura to help her in making sure Madoka didn't make the contract. Maka felt a little better then.

Still, something was starting to grow in the back of her mind...

Magical girls become witches...magical girls became witches...

But they still had a chance! If this worked, they could bring Sayaka at least partially back to normal.

They walked through a door. Another hallway stretched out in front of them. There were round screens lining this one, displaying, what Maka soon realized, seemed to be memories from Sayaka's life.

The door behind them suddenly slammed shut. Kyoko tensed,

"She knows we're here! She's coming!"

The hallway began moving. Suddenly, hallways flew by them, doors opening to let them pass. Until finally, one last door opened.

They found themselves in a large, domed concert hall. Silhouettes were playing haunting orchestral music. And in the center, was the witch that Sayaka had become.

She looked like a twisted mermaid, with a cape and a heart shaped neck ruffle. She wielded a sword in one hand, and seemed to be conducting the orchestra.

"Madoka, do your thing," Kyoko said, "Maka, see if maybe you can sense Sayaka's soul. If we find out where her Gem is, we can maybe get it back."

Maka nodded. Closing her eyes, she concentrated. At first, she felt nothing at all. Then she sensed something. Faintly, she remembered sensing something similar when she was in the barrier of the witch that had caught Kid. She focused on it. And suddenly, it became clear.

It was a soul wavelength. Sayaka's wavelength. But it was twisted and corrupted almost beyond recognition. It reminded Maka of a kishin egg soul. Except she could sense that there was no coming back from this.

This, combined with the sheer despair radiating off the soul, caused her to collapse. She felt the shock from seeing the initial transformation slam her all over again. But it was even worse than it was then.

She could accept the fact that she would be fighting witches for the rest of her life in exchange for her wish. She had long accepted that as the price for the power that she had craved so dearly.

She could accept this.

Magical girls become witches...magical girl become witches...

This was her fate. Her Soul Gem would one day become a Grief Seed, and she would turn into a monster.

It was too much. She felt her mind overload, and then go completely blank. She heard Kyoko, and Madoka. She felt the redhead shake her, then heard the other girl curse under her breath.

It was then Maka realized that she couldn't do this. She needed to get out of here.

She didn't really process how, but, somehow, she managed to leave the barrier despite the battle that was occurring. She could care less about it at this point.

Magical girls become witches...magical girls become witches...

That awful statement kept repeating in her head.

n/n/n/n/

She didn't go home. Instead, she sat herself down in an alleyway, her knees drawn up to her chest. Here, she remained concealed from the person occasionally passing by on the street. That same statement kept repeating itself over and over again.

Magical girls become witches...magical girls become witches...

She was there for a long time, when she sensed a familiar presence.

"What are you doing here?" She tried to come off as intimidating, but she ended up sounding hollow instead.

"I just thought you might be interested in hearing how the battle went," Kyubey said. From the corner of her eye, Maka could see that he was sitting across from her, his tail swishing back and forth.

"What happened?"

"Kyoko is dead," was the simple reply, "She killed herself along with the witch. You and Homura are the only magical girls left."

"...Why...?" She asked, "Why do we turn into witches...?"

"It's natural, really. After all, you magical girls are essentially young witches. When your Soul Gems become completely dark with despair, or occasionally overuse of magic, it becomes a Grief Seed. This is the inevitable end of all magical girls."

"Why...? Why do this to us...?"

"Do you know want entropy is Maka?"

Despite herself, she nodded, "It's the gradual loss of energy from the universe."

"Yes. My race has been researching how to reverse entropy. We searched for an energy not bound by the laws of thermodynamics. Then, we found the power of the magical girls."

"Your race...?"

"I am an 'Incubator.' I come from a civilization that doesn't originate on your planet. Don't misunderstand though, we harbor no ill will towards the people of this planet. We developed a technology that can change emotions into energy. Unfortunately, we are incapable of feeling emotion, so we searched the universe, studying the various species. Then, we found this planet.

"The amount of emotional energy produced by a human, is greater than the energy used between it's birth and growth. The human soul was the energy source that we were looking for. In particular, we found that the greatest amount of energy came from human girls in their second stage of development, with the greatest fluctuations between hope and despair

"When your Soul Gems turn into Grief Seeds, an enormous amount of energy is released. My job is to collect that energy."

"So...that's why..."

"We do acknowledge you humans as sentient though. That's why we try to deal with you in a fair manner. After all, you got something out of the deal, didn't you? You don't regret the wish you made, do you?"

Maka shuddered, as the memories came flooding back. Would she had been better off not making that wish...?

No! To regret that wish would be the same as saying it would be better if Soul was dead!

She shook harder. But she was to become a monster for it...

"The amount of energy we got from Sayaka was fair. But the energy that we'll collect from you will be far greater. Your power is far more impressive, it will make for a much more powerful witch, and in extension, much more energy."

Something inside her broke. She began to giggle,

"That's how it is, isn't it?"

n/n/n/n/

She never did go home. She was content to spend her night in that alleyway.

She woke up on the concrete the next morning, sore but refreshed. She stretched, her bones cracking and cracking. She smiled up at the sun.

What a wonderful morning! She knew what she needed to do now. Humming to herself, she stepped out of the alleyway and began walking the streets of the city.

She was hoping to run into someone. They had probably started looking for her last night. Any minute now, they would show up. In the meantime, she would enjoy the sun.

"Maka!"

She turned. There, coming up, was Soul. Perfect!

"Soul!" She said cheerfully, "I'm so glad to see you!"

"Why are you so happy? Fuck, do you know how worried I was?!" He took a deep breath, "Homura told us everything. About the witches...what that bastard has done to all of you...I was scared that something had happened to you!"

She smiled, "Don't worry, I'm not a witch. Not yet at least." She retrieved her Soul Gem from her coat pocket and examined it. It had gotten much darker since last night. Not that she really cared anymore.

"Your Soul Gem...Fuck," he began searching his pockets, "Homura lent me a Grief Seed in case I ran into you. Here," he pulled it out and held it out to her.

She took it and examined it. She didn't plan on using it. She was already at peace with what was going to happen. She tucked it away. Maybe, right before it happened, she would place it somewhere for Homura to find later.

"What are you doing? Use it!"

She shook her head, "No, I don't think I will." She stepped forward and grabbed her partner's arm, smiling brightly at him, "You see this is perfect. When I become a witch, which will happen very soon I think, you'll be in my barrier when it happens. I'll be able to protect you forever there."

Soul's expression changed to one of mild horror, "Maka...what the fuck is wrong with you?"

She laughed, "What are you talking about? I'm fine," she pulled closer to him, "You see, magical girls become witches. So, in order to make sure that my wish stays fulfilled, you're going to be here when I become a witch." She giggled at the thought. Soul would be with her forever there. He would never be hurt again there. It would be wonderful.

"You've lost it," came a flat voice.

Somewhat reluctantly, Maka pulled away from Soul and turned. There, was Homura, with Kid and Madoka.

"Homura," Maka said cheerfully, "Good timing. It saves me the trouble of trying to find you," she giggled, "Instead of killing you as a witch, I can kill you as a magical girl instead. After all, Kyubey says that magical girls are young witches. And magical girls hunt witches. So other magical girls should be fair game, right?"

"I repeat, you've lost it," Homura transformed.

"What are you doing?" Kid asked, a note of horror in his voice.

"I'm going to put her down," was the response.

"Homura," Madoka gasped, "You can't!"

"It's too dangerous to leave her like this. At the rate she's going, she's going to murder someone before becoming a witch." Homura pulled out a gun, "Finding out that magical girls become witches broke her mind. She's insane. Unless I end this now, she'll cause a lot of damage."

Maka giggled, "So that's how you want to play, huh?" She transformed, allowing the feeling of power to flow over her for what would likely be the last time. "I can do that!"

Homura vanished. A moment later, there was a gunshot and she was almost right in front of Maka. She was eyeing the bullet that had just fell to the ground uselessly.

"Nice try," Maka smiled at the other girl, "I thought you might try using your magic to shoot my Soul Gem, so I put a shield around it. My turn now!" She took her scythe and swung it at the other girl. The other vanished. She reappeared and fired off another series of shots. They all bounced off Maka's shield, which she had thrown up just a moment ago.

Maka twirled around and charged at the other girl. Homura quickly teleported away again. Maka giggled,

"Come on! That time stop trick of yours is no fun!"

"Stop it!" Soul yelled, although his voice was tinged with helplessness, "Both of you!"

Homura clenched her teeth at she looked at Maka, "I was afraid that this was going to happen. We're at a stalemate. And your Soul Gem is nearing it's limit. Do you truly want to become a witch?"

"Not much else of a choice, is there? At least as a witch, I'll be able to protect Soul in my barrier forever."

"You really think that?" Homura shook her head, "I know I can't talk you out of this. And I've never been able to shock you out of it either," she suddenly looked thoughtful, "Unless..."

Maka blinked. What was she planning? She readied her scythe, preparing an energy blast. With this, she should be able to blow away the immediate area. The resulting magic strain would crack her Soul Gem, sure, but that was going to happen eventually anyway, right?

Homura didn't vanish though. She merely aimed her gun and fired.

The bullets didn't bounce off. In fact, the gun wasn't even aimed at Maka. The white magical girl slowly turned around.

Soul...

That memory of that day, the day she became a magical girl, flashed through her head as he collapsed onto the ground. The blood, pouring forth from her dear friend, her partner, perhaps the most important person in the world...

Suddenly, the world became clear. It was like a fog had lifted from her mind. What was she doing? She had nearly...and now Soul was...

"SOUL!"

She ran over to him, allowing the magic she had gathered to dissipate. She kneeled next to him. His eyes were screwed shut and he was gasping for breath...No, no...She reached out and summoned her aura, willing it to heal. She watched as, to her relief, the blood stopped and the wound closed up. He breathed much more easily a moment later.

She wasn't out of the woods yet though. She released her transformation and quickly dug around in her pockets for the Grief Seed Soul had given her. She found it and held it to her Gem. She watched, as the disturbing darkness vanished, leaving behind pure white.

She breathed out. That had been close. It would have taken just a little bit more, and she would have met the same fate as Sayaka.

She shut her eyes. She couldn't believe what had just happened. She couldn't believe any of this.

A warm hand fell on her shoulder. She opened her eyes. Soul had managed to sit up, and he was now giving her that understanding look. Without really thinking about it, she launched herself at him, hugging him tightly, and started to sob.

As she cried, she sensed the others gather in close. She allowed herself to draw strength from their presence. They were her friends after all.

Even Homura. Maka understood why the other magical girl did what she did. And Maka forgave her for it.

Somewhere, in the background, Maka sensed Kyubey. She didn't give the creature much thought though.

There would be time to confront that creature later. Right now, she just wanted to be right here, among her friends, and what felt like the warmest place in the world.

/

At my count, we have about two chapters to go before Walpurgisnacht.

One of the flaws I've found when writing this story is that while I intended to tell it from Maka's POV, a good number of things happen that she doesn't see. Like a scene in the Death Room, where Homura tells the connection between magical girls and witches, Kyubey shows up and fills in the blanks, and everyone gets royally pissed at the Incubator.