When Homura reached Madoka and the others, it was already too late. Madoka had made her wish and transformed into a magical girl. Nonetheless, Key did not give up hope and somehow persuaded Homura to not immediately go back in time again. He and Homura gathered all the other members of the Holy Quintet at the church where Kyoko spent most of her time. There, Key gave his testimony.

Once he was done, there was a heavy silence in the group.

"So, Homura, you were right all along," Sayaka said sadly finally breaking the silence. "I'm sorry we didn't listen."

Homura felt relief in hearing her say those words, but she was more worried about Madoka who continued to stand in sullen silence.

"Dammit," Kyoko said through gritted teeth. "I can't believe this…"

"I know how horrible it is, and I wish I could go back in time to undo all the suffering," Key said. "I can't do that, of course, but I think I have an idea about…"

"No!" Homura screamed at the top of her lungs as Mami transformed and pulled out one of her guns. "Mami, don't!"

Key quickly ran and jumped on top of Mami's gun before she could fire it. Her eyes were filled to the brim with tears.

"Mami Tomoe, what are you doing?"

"If our fate is to become witches, we must prevent that from happening," Mami said. "Get off my gun, Incubator."

Mami's ribbons came out from the floor and wrapped around Key.

"Not again," Homura said to herself transforming while the other girls followed suit.

"Again?" Key asked while he was pulled to the ground. "Umph."

Kyoko ran up to her and used her spear to knock her gun out of her hands.

"What the hell are you thinking, Mami?" Kyoko said.

"I have to stop us from destroying other people," Mami said with tears streaming down her face, the same way they were last time. "If our fate is to become witches, then killing ourselves is the only way."

"No, it isn't, Mami!" Sayaka shouted pulling out a sword. "Key says there's another way! You need to calm down!"

"Please, Mami!" Madoka yelled pulling out her bow and arrow.

Meanwhile, Homura had her hand on her time piece. Key looked at her, and she looked at the flower in Mami's hair. Key looked back at Mami and saw the same thing.

"Oh, no," Key said to himself.

Mami's soul gem was turning black with despair.

"Mami," Kyoko said finally noticing the same thing they were. "Your soul gem…"

Sayaka and Madoka froze in stunned silence as they looked at the flower, too.

"No," Sayaka said beginning to tear up herself.

"Mami," Madoka cried.

"There's nothing Key can do for us now," Mami said sadly lowering her weaponing and allowing Kyoko to lower hers. "We're already magical girls. All that's left for us is to turn into witches. It's quite ironic. Isn't it? My life was saved, and I thought I was using it well. I thought I was saving people when really, I was only causing more misery. My life was wonderful, and it got even better when I had friends to share it with. But now, I know it was all a lie, and my life was saved for nothing…"

Mami's soul gem began to crack. It was then that Key acted. He stretched out his ears from his spot on the floor until they reached Mami's soul gem.

Everyone froze, even Homura was stunned, as Key literally absorbed the despair straight out of Mami's soul gem. His eyes were shut tight while the despair flowed in black waves into him. The waves flowed for about a minute until Mami's soul gem was once again completely clean. Once he was done, Key's ears went back to their normal shape.

Mami's outfit changed back then she dropped onto her knees and fainted.

"Mami?" Sayaka and Madoka both yelled at once as they tried to revive her.

The ribbons dissolved, and Key ran over to Mami, who was finally coming to.

"Mami," Madoka said embracing her in a warm hug.

"Mami, are you alright? What happened?" Sayaka asked.

"I don't know," Mami said sounding flustered for once in her life. "I felt like something inside me was about to explode, but I was also sad…Then, the feelings were drained away very quickly."

"What in the hell?" Kyoko asked to herself.

Homura walked over to Key who was breathing hard and regaining his composure.

"Key, what happened? What did you do?" Homura asked as the others turned around to listen.

"It's as Mami Tomoe said," Key replied. "I absorbed her despair. I stopped her from turning into a witch."

"What? How is that possible?"

"Incubators have that ability. We have many abilities. I do not yet even know what all we're capable of. Curiosity is discouraged since it's 'illogical' so most of us only discover things we can do when we use our powers to grant a wish. At least, that's how I discovered this one…"

There was a heavy silence in the room as Key turned around and walked until he was basking in the light of one of the stained-glass windows.

Key looked at the window and continued, "A girl wanted to save her best friend. I had signed a contract with her, and she was turning into a witch. Over course, like most Incubators, I only informed them of this when the transformation was about to take place, because I sensed that her friend was willing to sign a contract to save her. She would have done anything to save her friend, much like you have done everything to save Madoka Kaname, Homura…"

Madoka looked at Homura while the latter tried to avoid her gaze, and Key kept going.

"Anyways, the girl said she wanted to sign a contract only after she saw her friend go back to normal, so I did what she asked. I sucked the despair out of her friend, and while I was doing it, I felt it."

Key's voice broke, "All of it. I felt the despair that she was feeling. I felt all the sadness and the reasons behind it. I understood her pain and her emotions. I felt these emotions for the first time in my existence. I felt them so powerfully that when I was done I took the extra step. I put the soul gem back in the girl's body and left without making the other girl sign a contract."

"Key…" Homura said.

"I truly believe it was divine intervention," Key said looking more intently at the stained glass. "I was meant to feel those emotions the first time. I was meant to find the understanding that my race chooses to dismiss. I was meant to use that knowledge to do something and that is what I was going to say earlier."

Key turned around and said resolutely, "I am going to save all the magical girls of the past, the present, and the future. I know how to do it, too."

"How?" Sayaka asked. "There are so many girls like us. What can you possibly do for all of them?"

"I can suck out their despair and use it on the mindless ones who call us inferior," Key replied. "In the process, I will free all the souls so that the ones departed will finally go to see their Maker."

"How do you intend to do that?" Kyoko said. "The witches have been destroyed."

"A soul is a form of energy. Energy cannot be created or destroyed. The souls are still there. They are only being used as energy by the other Incubators back on our home planet. If we defeat the Incubators, we can free the souls."

"I can't believe it. Is this possible, Key? Can we do it?"

"Yes, but I need your help, all of your help. I'm a fugitive now. The other Incubators consider me a danger to their mission. They will try to catch me, and if they decide I'm a big enough nuisance, they'll kill me. I can hold my own against a witch or against another Kyubey, but I'll be overwhelmed if I must fight too many. Frankly, I need your protection. When we're done, I'll put your souls back into your bodies and you'll never have to worry about any of us ever again. What do you say?"

Homura moved first. She walked over, lifted Key up, and held him tightly in her arms. Madoka, Sayaka, Mami, and then finally, Kyoko walked over, too.

"Homura?" Madoka asked.

Homura was crying.

"You've given me hope, Key," Homura said. "Thank you."