The Laser destroyed the whole city where the 90s fest was held as Kyubey smirked and laughed like a madman,as Ben was looking for Grandpa Max just to find him under one of the destroyed buildings badly hurt.

"Grandpa...I can transform into Humun-!"said Ben trying to transform into Humungousaur just that his Grandpa to stop him from doing so.

"Please listen boy...You're strong...you're a Tennyson!I believe in...you...that you will be...a great person..."Grandpa Max's eyes closed forever as tears streamed down Ben's face because Max Tennyson was death along with Sayaka and Sakura and possibly others Ben knew.

"No!No!No!No!No!No!No!GRANDPA MAAAAX!"screamed Ben in rage with tears in his eyes as Mami and Madoka hugged their sad friend as the ship was charging another laser later Kevin appeared as

"Kevin!"Ben said as Kevin nodded,both of them turned into their flying aliens Jetray and Aces High,Kevin's Jetray,and they flew into the air towards the ship as the laser loaded making the first ship to explode as the two returned back just to find out another sad was killed by Kyubey,who broke her soul gem in half,just for more despair to spread through our heroes.

"Ben...what should we do...now...?"asked Madoka as she was down and even started to cry in anger that he couldn't save her friends...

"I don't know..."Ben said as despair started to eat him whole.

"I do have an idea...you can change your wish...so what is that wish?Madoka Kaname?"said Kyubey in an laughter of curiosity of what will happen if she wish something new.

"My wish is that the witches to vanish...I want to help those in need...I want to bring hope to this dark world!Even if it is to die!"said Madoka as suddenly white wings sprouted out of her back and her hair grew longer and also her staff grew in size.

"W..WHAT!?A wish like that would destroy the entire space-time continuum!"said Kyubey in shock as Madoka still wanted the wish granted."That is my wish...make it true...INCUBATOR.'

"N...NO!STOP IT!STOP IT!I WORKED TOO HARD FOR THE MAGICAL GIRL SYSTEM!I CAN'T LET YOU...!"screamed Kyubey as Madoka vanished in an light as Kyubey vanished as well,but not before screaming in agony...

"MAAAAAAADOKA!"Screamed Ben as everything turned woke up in an strange white room with Sakura and Mami drinking some tea as they looked at Madoka.

"Do you really want that wish...Kaname-san?"asked Mami serious as she continued drinking her tea.

"Yeah...It is a pretty radical wish if you ask me..."said Sakura relaxed on her chair as she looked at the white void.

"Yep.I want to bring hope to this world."said Madoka nodding cute.

"A person who believes in their believes.I understand that."said Sakura closing her eyes and nodding in agreement.

"Yes...I will do what I can!Sakura-san,Mami-senpai!"said Madoka as we saw different magical girls who would later become witches being saved by Madoka and her some time Ben woke up in an white void where Madoka was now between time and space and between the universes of the couldn't believe what she saw,now Madoka was a goddess.

"Madoka..I am sorry that I couldn't do nothing to help you..."said Ben sad by what he couldn't done.

"It's nothing...I wanted to do this Ben..."said Madoka smiling.

"And what will happen to you?"asked Ben a bit worried about her.

"I don't know...but most people will forget that I even existed..."said Madoka still smiling but now with a pained expression in her eyes.

"AND ARE YOU OKAY WITH THAT!?"said Ben in anger that because of him...Madoka will completely cease to exist.

"I am all right knowing that you and Homura-chan will remember me."explained Madoka happy just with that.

"I promise you...That if I get to do something to save you...I will do it!"said Ben smirking as he leaved Madoka's realm.

"Yep!I have fate in you...Ben-kun!"said Madoka smiling with tears in her eyes as she gave Ben one of her the scene changed to a school class,by this point Ben Tennyson's identity has become well known to the public as well as the Magical Girls,Aliens and The was talking with Mami and Sakura.

"And that's what happened...Madoka sacrificed herself.."explained Ben as Sakura and Mami gave each other confused glares."Umm...a question..."

"What is that?"asked Ben raising an eyebrow.

"WHO'S MADOKA?"asked them both raising an eyebrow and Ben knew he and Homura had any memory of what happened previously with suddenly a giant roar was heard,as it was looking like Animo was riding an cyborg dinosaur."Ben,girls?Do you'll deal with that?"said The teacher as the new team Tennyson(Formed by Gwen,Ben,Sakura,Homura and Mami)prepared for battle with the dinosaur as the spirits of Sayaka and Madoka watched the battle.

"Are you all right with Ben and Sakura I mean."said Madoka looking at her friend.

"Yes.I just wanted to see Ben fighting evil one last time before I pass ...I think Ben and Sakura make a very cute couple,even if Ben is too good for her..."said Sayaka as she and Madoka passed away as Ben smirked as he would have heard his two childhood friends.

"I am doing this for you...Madoka!Sayaka!"said Ben as he attacked the dinosaur and the scene changed to a street where Kevin was walking a bit angered.

"Sigh...Still nothing to find...No food,no family,no friends and no nothing!"said Kevin as he accidentally bumped into someone."Ah!I am sorry!My bad."said Kevin as he saw that the one he bumped into was a girl around her 20s wearing something similar to a japanese kemono,she had a katana on her appearance was kind with green eyes and black hair tied in a ponytail.

"It's nothing...Are you alone...?"asked the girl as Kevin raised an eyebrow in suspiciousness."Yeah...but why do you ask?"

"Do you want to live with me and Suzune?You will have a warm bed,good food, what do you say?"asked the girl waiting for Kevin's answer.

"I ACCEPT!"said Kevin as the girl smiled and hug the 13-year two then walked towards their destination,where Kevin will have finally a happy ending.

"Don't forget.

Always, somewhere,

someone is fighting for you.

-As long as you remember her,

you are not alone."

FIN.

Thank you all for reading this fanfiction!It was a beautiful story to write,I hope the ending wasn't too rushed,but I wanted it to be short like the original Madoka Magica series.I hope you enjoyed this story about Ben 10 and Madoka Magica's world combined.