Deals and Fairytales

A Puella Magi Madoka Magica Outsider's Tale

Disclaimer: I don't not own these characters, they are owned by Studio Shaft/Aniplex and ABC/Disney for Madoka Magica and Once Upon a Time respectively. This story is meant for non-profit enjoyment only.

Chapter 2: The Girl and the Wish Across Time


Homura Akemi's eyes snapped open and she sat up in her hospital bed with a heavy sigh. Another failed time loop. How many had it been? How many times has she had to relive this horrible nightmare now? So many she had lost count. The memories of the last loop were still pounding in her head. Mitakihara City devastated, it's once pristine landscape turned into a hellish rubble. The creature responsible for the destruction, Walpurgis Nacht, the ultimate witch hovering over the landscape, its mad laughter echoing in her ears. She was falling, unable to stop herself and as she fell she reached out toward the one thing that mattered most in her life, a girl standing on an outcropping of rubble. Then she saw the flash, the pink glow of another contract made, another girl's soul damned to a fate worse than death. She tried to cry out the girl's name but no words came out. She saw the magical girl in her new form, a pink bow raised, an arrow of pink energy notched at the ready to fire on the witch. Homura screamed as the arrow was loosed and the girl, all her power spent in that one desperate shot, fell off the outcropping and into the darkness never to be seen in that fair form again...

"Madoka." Homura whispered the name and shut her eyes. The tears were coming, she could feel it and struggled to keep them from falling. That wasn't her anymore, that weak, scared little girl, her hair in two raven braids had died long ago, sacrificed to ensure Homura could complete what she'd set out to do so long ago. Slowly, she stumbled out of bed toward the hospital showers.

The hot water did little to comfort Homura. She had seen it again this time, Madoka's ruined form. The witch she would become. Every time Homura went back in time she had to watch as a noose wrapped around her one and only friend until it pulled taut around her neck and strangled her when she contracted with the Incubator. So many times she'd seen the same events, the same people, the same deaths, and in the end the destruction or utter corruption of the person who mattered the most to her in this mad, unrighteous world. With the start of a new timeline one thought consistently echoed in her head: Would this be the last time? Would she die or lose herself or maybe, just maybe, find the solution she had searched so long for? Just how much more of this repeating nightmare could she take? How many more times before she fulfilled her promise?

She climbed out of the shower and wiped away the condensed water off the mirror and stood there looking at herself. Every time she saw herself in the mirror she kept expecting to see a young woman in her 20s staring back, not the fourteen year old girl that inevitably appeared. She had been at this for literally years yet while her mind had matured, her physical body remained the same. The woman was but an illusion, a possibility that had been destroyed when she made her contract with the creature she now held nothing but hatred for. That woman should have lived through the tumultuous time of middle and high school, had the best of friends, and perhaps even a lover, but it wasn't to be. Homura was trapped in an endless hell, and as far as she could see the only way out involved her saving Madoka and ultimately destroying herself before she became the monster every magical girl was doomed to become if they lived long enough. The only thing that kept her together, her one hope, was the thought of saving her one true friend. It was for that ecstatic moment when Madoka was finally safe that Homura would endure whatever was thrown at her and repeat the cycle as many times as it took. With a sigh Homura trundled off to begin her preparations for the latest iteration of this, her most desperate game...


Homura was standing outside the classroom as the teacher blathered on about the latest problems with her love life. Homura had come to see her as a petty, shrewish woman completely responsible for her own troubles not that she'd ever say it to the teacher's face. Eventually she announced that the class was getting a new student. That was Homura's que to step into the classroom. As she walked in she heard the usual ruckus that she had become accustomed to whenever she repeated this particular day. None of it mattered of course as she was here to see one person only. She quickly corrected the teacher on the spelling of her name on the blackboard as she always did, bowed to the classroom, and gave the same greeting she always did. "I'm Homura Akemi. It's nice to make your aquaintence."

She then tracked her gaze onto the pink haired girl sitting down toward the middle of one of the rows. Madoka as usual was staring directly at her though this time she seemed to have a confused look on her face. This didn't bother Homura as slight differences in the timeline always cropped up. Though it may have appeared to the class that Homura's gaze was cold and aloof in fact she was fighting a war inside not to let slip the one instance of happiness she got to enjoy when repeating the time loop. This was the day she met Madoka Kaname, the day she met her best friend and the best day in her life. Part of Homura was always longing to rush over to Madoka on this day and gather her into the tightest hug Homura could manage and tell her how happy it made Homura to see her again. Unfortunately that was a luxury Homura could not afford.

In some rare timelines Madoka contracted early and so Homura was looking for the telltale silver ring that a magical girl's soul gem masqueraded as most of the time along with the symbol on the fingernail that was their mark always in the same color and shape as her soul gem. Seeing neither of these things Homura's gaze casually moved up one seat and to the left of Madoka to the loud mouth bluenette that was Sayaka Miki. At this point in the timeline Sayaka was considered Madoka's best friend and was also a potential magical girl contractee. Homura's casual inspection revealed that she too was still human though that most likely would change soon as it usually did and always with disastrous results. The teacher then assigned her to her usual seat at the front of the classroom and Homura hunkered down until the first break period.

It was during first break that Homura feigned exhaustion and the need to go to the nurse's office both as away to break away from the gaggle that had gathered at her desk to ask her a neverending stream of questions and to use the fact that Madoka was the class health representative to get her alone for a private chat. Once back in her original timeline this hadn't been a ruse, Homura had recently been released from the hospital to attend classes after having been sidelined for a significant period of time due to heart problems. Now though magic kept her heart beating strong in her chest and her eyes which once had need of glasses could see better than any human's. Just another side effect of the transformation into a magical girl, more proof that she was no longer human. As they walked down the hallways it was Homura rather than Madoka leading the way no doubt confusing the girl as to why she had been asked to escort someone who obviously knew where the nurse's office was. Eventually Homura heard Madoka speaking in the soft voice she always did. "Akemi-san."

"Call me Homura." It was a terse way of responding, one that not only helped to keep up the facade that this was their first meeting, but acted as an exercise in self control to keep Homura from letting the feeling of joy at seeing Madoka safe and whole again that nearly always flooded her heart on this day from being set loose.

"O-Okay Homura-chan. Have ... have we ever met before?" Homura turned and pierced Madoka with an intense stare. Madoka flinched and drew back a bit. Homura on the other hand was trying to figure out what was going on. Did Madoka remember something? That shouldn't have been possible, only Homura remembered anything from the previous timelines. If it had been any different she likely would have been able to end the nightmare much sooner. Failing to come up with a good explanation or answer to Madoka's question she simply opted for the message you had intended to give all along.

"Madoka Kaname."

"Ah! Yes... sir?"

"Do you value your friends and family? Are they precious to you?"

Madoka stared at Homura dumbfounded for a second. "Ah, ah well yes, of course I do. My family and friends are very precious to me. I love them all very much."

"Good. If that is the case then consider this a word of caution. If in the near future someone offers you the chance to change yourself, even it's for a good reason, do not take them up on it. If you do, you will lose all of those things. Stay as you are now and stay safe." Homura turned and walked away from Madoka hating herself all the while. This was how it had to be. She wanted nothing more than to tell Madoka everything, to explain the horror that awaited them all and the grisly fate for herself that Homura strived so hard to avoid, but in the past if she revealed the actual truth she either wasn't believed or things went to hell shortly after a particular girl showed up.


Homura in her magical girl outfit walked through the parking garage of the shopping center slowly scanning for her quarry. The little monster was still here she could feel it. It was trying to contact Madoka and she had no intention of letting that happen. The gun she carried was rare in Japan unless you knew where and how to get one. Fortunately her time manipulation abilities had made it easy to raid several Yakuza dens and even a JSDF base stationed near Mitakihara city. Homura's powers were admittedly more geared toward support, but she had been able to adapt them to direct combat fairly well over the years of looping.

At this moment only one thought filled her head: Where the hell was the Incubator? Suddenly she saw a flash of white off to the right, quickly turned, and fired. The bullets fired from the gun were actually magical blasts. They wouldn't consume too much energy and would be far quieter than the real thing allowing Homura to avoid unwanted attention. She allowed a bit of satisfaction to creep into her mind as she saw the Incubator's body drop to the ground, a fair sized hole bored into its chest. Unfortunately this wasn't enough to stop the Incubator as it seemed to be able to transfer its consciousness into a replacement body somehow. Sure enough less than a second passed and the new body was scurrying off in a beeline toward the end of the garage. She fired several more shots winging the creature but it jumped into an opening in an air conditioning vent killing any hope of direct pursuit. She would have to follow the duct work and hope she could kill it before it made contact with Madoka.

She ran along following the duct only to stop short and curse silently at herself. Madoka was kneeling there cradling the Incubator in her arms. Homura shook her head. That was always Madoka's problem, she was just too compassionate for her own good. "Get away from that thing!"

Madoka looked up, obviously shocked to see her classmate in what probably qualified as a weird get up and wielding a pistol. "Homura... chan?"

"Give that thing to me. You want nothing to do with it!" She glared down at the Incubator. "You always use dirty tricks like these don't you?"

Homura reached out and tried to yank the Incubator away from Madoka who pulled away with the creature in her arms. "Don't Homura-chan! You can't do this, you can't kill him! It's not right!"

"Stop arguing and give it to me!" At this point Homura was fed up with the whole situation. Keeping the Incubator away from Madoka was for her own good whether she knew it or not and Homura was angry with how easily Madoka's sympathies were being played with. She reached out again only to be hit in the face with a blast from a fire extinguisher. She turned toward the source and glared when she caught a glimpse of what was likely her least favorite person in the world beside the Incubator: Sayaka Miki.

To say that Sayaka pissed Homura off these days was an understatement. Sayaka and Homura were practically oil and water, never being able to see eye to eye on anything. Once this hadn't been so. In the earlier loops Sayaka had been the occasional protector and friend. There had been tension before yes, but Homura had tried to adjust and reach out. Once Homura had gone to great lengths to try to save the foolish girl from her dark fate. There had been times when Homura had begged and pleaded with Sayaka, trying to pull her back from the abyss and the horrific transformation of madness and desecration falling into those depths brought about all to no avail. These days Sayaka was little more than a dead girl walking in Homura's eyes. Her self righteousness, high and mighty ideals, and seeming insistence to both come to extreme, judgemental conclusions that she refused to let go of as well as to throw all of the burden on herself any chance she got ensured that every time she contracted with the Incubator it meant she would become a witch sooner rather than later. Her ideals would be fractured, her faith in humanity and herself destroyed, and ultimately Sayaka would plunge into an irrevocable spiral of despair becoming an abomination whose very existence always wounded Madoka to the core.

What was worse was that Sayaka always ended up damning herself out of love for a self centered boy who seemed incapable of treating her well. In most loops the lovestruck girl never told Kyosuke Kamijou about her feelings and he ended up with her friend Hitomi Shizuka which just threw Sayaka into a pit of jealousy and self loathing. The few times she'd actually managed to confess her feelings and hooked up with him mostly due to Homura's nudging subtle and otherwise, the bastard's self absorbed, tortured artist obsession with music caused him to neglect Sayaka with the same end result as she constantly questioned her self worth. All in all Sayaka simply didn't have what it took to survive for long as a magical girl and Homura viewed her more as an obstacle to be avoided and killed when she fell to her own personal demons. The bluenette grabbed Madoka and started to run toward the exit. Homura made to follow but stopped when a sense of vertigo hit her and the parts of the area around her began to bend and twist as nonsensical imagery began to pop up. Homura silently cursed. "Why now of all times!?"

A witch had invaded the area and was expanding her reality warping labyrinth outward to ensnare the humans nearby. Madoka was now in terrible danger and Homura had no choice but to try and slay whatever came after the two girls. She also had no doubt that the Incubator would try to summon a near by magical girl to deal with the witch as was its tendency to do in these types of situations. It wouldn't try to contract the girls as that would break its little wounded gazelle routine so another magical girl was needed to clean up the mess. In fact Homura was pretty certain which magical girl would show up and that could present its own problems.

Unfortunately the expansion of the labyrinth had quickly warped reality and managed to push Madoka and Sayaka away from her. She bounded after them until the sense of displacement washed over her for a moment. Someone had breached the walls of the labyrinth by way of magical force meaning the the Incubator's little magical girl pet had arrived. She needed to get to Madoka quickly as if the magical girl was given time to heal the Incubator it would start trying to sell its deal to Madoka and Sayaka and she couldn't allow that to happen. Gritting her teeth, Homura pushed forward again. As she did she heard gunfire and saw the flash of a massive explosion and Homura forced herself to move even faster. She could feel the witch withdrawing so that was a blessing at least. Finally, she arrived and beheld Madoka and Sayaka cowering together and standing next to them ... was Mami Tomoe.

Mami's magical girl uniform consisted mostly of golds, whites, and a little black here and there. Yellow boots, stockings, a golden skirt, a corset (How the hell Mami managed to be comfortable wearing let alone moving around in that thing had always been a mystery to Homura), a white blouse, and fingerless gloves adorned the magical girl. Her soul gem took the form of a hair brooch nestled near a cap with a tuft of fur attached. Her hair was blonde and tied up into two stylish, spiralled pigtails. Her eyes were a light almost tannish brown, her smile warm and friendly. In short Mami was the picture perfect model of some anime magical girl. Homura simply gave the girl a neutral stare.

Unlike with Sayaka, Homura's problem with Mami had nothing to do with a particular disgust over the girl's failings but rather more disappointment. Mami had been the senior magical girl in the Mitakihara area during the original timeline and Homura had once looked up to her. Mami gave off this sense of confidence and she certainly had impressive skills as a magical girl being one of the few to have survived a large period to develop them. Mami was the type of girl Homura wished to have by her side when Walpurgis Nacht showed up as it always did. In battle there were few girls that could match her in both power and cunning and her use of both various ribbons as well as conjured muskets gave her a versatility many magical girls lacked. The problem was that Mami's confidence was a facade. She was actually cripplingly lonely and her desire for friends to share her burden with made her a natural enticer towards the girls making contracts, a factor Homura did not need to have complicating things. She also had a tendency towards rash overconfidence and carelessness when acting as a mentor to new magical girls and would be contractees. Her second and worse issue was that Mami's pysche was incredibly fragile. So much so that if she found out the dark truth of the magical girls' inevitable fate she would react in one of two ways: Either she would decide it was better for them all to die instead of becoming witches and try to kill the other girls or in a few cases she would simply off herself and leave everyone else to deal with Walpurgis Nacht.

"The witch is retreating. You'll have to hurry if you want to catch it. I don't mind if you take the grief seed." Mami's voice was warm and friendly, like she was trying to offer good advice with a carefree smile plastered on her face.

Homura glanced at the Incubator. "I still have business with that thing."

"Oh my, you don't seem to be quick on the uptake. I'm telling you to leave while you still can." Mami's voice was still warm and friendly and the smile never left her face, but her point was clear: leave or there would be a fight. Homura weighed her options. She could retreat but that would leave Madoka right where the Incubator wanted her. If she fought Mami however she wasn't certain if she would come out ahead. She had some tricks yes, but Mami had been the survivor of several magical girl turf wars in the past and was quite experienced at fighting her own kind whereas Homura as ruthless as she had become over the years had tried to avoid fighting and killing other magical girls unless she absolutely had to. Not only that but Homura couldn't guarantee Madoka's safety if a fight broke out. Reluctantly Homura turned and walked away a silent prayer on her lips for Madoka to refuse the little monster's offer...


Rumplestiltskin watched the scene of the new "magical girl" healing the little creature by way of a simple scrying spell cast on a small pond in the middle of a wooded area near Mitakihara city. He chuckled as the creature got up and made its little proposal to the two girls that had "rescued" it. These Incubators as he had learned they were called were in his mind pathetic amateurs. There was magic in this world yes, and it was suprisingly strong for a world with so much... technology as the people called it. Yet the Incubators seemed not to grasp the proper use of magic. In fact Rumple was certain they were using some kind of scientific device to somehow force these so called "wishes" to occur. Whatever it was, it wasn't proper magic though it was might have seemed as such. A perversion of the real thing in Rumple's mind, the snake oil peddled by charlatans looking to make a quick bit of coin.

This wasn't the first time Rumple had been to an "advanced" world. A short time ago he had made the acquaintence of a man of "science" called Viktor. It had been an enlightening and useful partnership to be sure, but unfortunately Viktor's world hadn't been advanced enough, not to prepare him for where he planned to go anyway. So he had sought out a more advanced world and stumbled upon this one. He believed this world to be far more advanced than he needed but that was fine by him so long as he got the knowledge he desired.

Rumple considered the other players on the board so far. These magical girls. The term seemed rather ridiculous to him. Why call yourself such an innocuous thing when witch or sorceress was both simpler and had the benefit of more power and authority coming from it? Of course the term witch was used quite differently in this world. The witches of his world wouldn't be caught dead in the twisted, maddened forms that the nomenclature referred to in this world save for if a spell had gone horribly wrong. In any event it mattered little. The point now was to evaluate the different girls in order to figure out their weaknesses. Rumplestiltskin was a practiced hand at manipulation both subtle and overt and the key to doing it well lay in knowing who you were dealing with, what particular hang ups they had, and how to use those to push a person to an intended conclusion.

The first was the blonde, this Mami Tomoe. Rumple had seen many like her in his centuries of life as the Dark One. A showboat, which usually meant a need to be noticed or a cry to not be alone. It was a simple failing to exploit so long as the right opportunity presented itself. Given the nature of these girls, such an opportunity, say to save her and her friends from a terrible fate was all but assured.

The second was the blue haired girl, Sayaka Miki and an odd natural hair color at that, for a human at least. In his world natural blues existed but it was the providence of certain magical creatures such as fairies or nymphs. Her breaking points were fairly obvious in her affection for that boy and her stubborness. He already had a plan in motion involving the former thanks to little Nagisa and he was certain it would pay off handsomely when it came to fruition. For now though that was a ways off.

Third was the pink haired girl, again another odd natural color for a human. One of these days Rumple would have to figure out how that even worked. This Madoka Kaname though, and at this point a frown crossed his face. She could be a problem. He doubted she understood how powerful she was, so powerful he'd actually considered offering to teach her before realizing she wouldn't accept. She had more potential for the magical arts than anyone he had met prior, not even Cora or Zelena would have been able to match her. The only reason she hadn't been able to access this gift was a lack of belief and self confidence as well as a willing teacher. The thought of that power being harnessed by the Incubators and turned against him was not a pleasant one. Rumple was certain he couldn't be killed by her, but that didn't mean she couldn't wreak havoc with his plans.

There was also the fact of what she was or at least what she was close to. Fate seemed fixed onto the girl for some reason and while Madoka may not be the product of true love as it was understood in his world she had all the hallmarks of being a savior. This had actually been something of a boon for him at first as it lent credence to his plans for another project a few years down the road, but such abilities naturally tended to counter his own. You had to be careful when dealing with a savior though Madoka would prove good practice for the results of that future project...

In any event she needed to be dealt with but the question was how? Killing her was the most direct manner though what with the creature and Mami being so close to her it wasn't likely to work out too well. They wouldn't be able to stop him from killing her yes, but he would tip his hand in the process. He had to remain hidden for now. Besides, while Rumple loved a good murder as much as any of the Dark Ones before him, he much preferred using a more refined approach to his problems. So a deal then, but how to entice the girl into making said deal? The easiest way would be to appeal to helping her friends, much like Mami. Love for one's family and friends could be a powerful tool for manipulation if handled carefully. He might have used Sayaka for this if he didn't already have other plans for her that he couldn't afford to change. Rumple continued to ponder the issue for a moment before moving onto the last girl.

This raven haired girl, Homura Akemi. There was some potential for her to play a significant part in his plans. She clearly wasn't getting along with the others yet seemed to have this fierce desire to interfere with the Incubator. That could work to his advantage if it kept Madoka from agreeing to deal with the little creature. She seemed to have an obsession with the pink haired girl, a need to protect her. For now that was enough for Rumple. There were times when the best course of action was simply inaction. Why press the point when a person was already working for you of their own albeit unknowing volition? Rumple snickered and cancelled the spell with a wave of his hand...


The last several days had been something of a confusing blur for Madoka. First she'd had a weird dream involving what looked like a monster and a girl with raven colored hair. Then she had met the dream girl herself, Homura Akemi. Madoka honestly didn't know what to think of the girl. She was blunt to the point of rudeness and put up a wall whenever she was questioned, yet Madoka thought there might be something else behind that wall. At first Homura had scared Madoka, giving her a scary, cryptic warning about not changing herself. Madoka had been willing to dismiss it at first, but then she had met Mami and Kyubey and the latter had asked her and Sayaka to make a contract with him to become a magical girl.

Kyubey had explained that in exchange for the contract and the duty to fight the witches plaguing the world he would grant them any one wish. It seemed a dream come true, becoming some kind of special girl with magical powers and getting a wish granted too... and yet both Madoka and Sayaka were waffling on whether to accept. This despite the fact that Madoka often felt that was weak and ordinary, with no special qualities whatsoever and becoming a magical girl would definitely make that untrue. Madoka felt that Sayaka would accept eventually as she had something important to wish for, the restoration of Kyosuke Kamijou's hand. Madoka however couldn't begin to think of a thing to wish for, at least nothing worth putting her life on the line for, and even talking to her mother about what kind of thing to wish for hadn't helped.

But it was more than that. Madoka thought back to Homura's warning, that if she changed herself she would lose what was precious to her. Thinking back on it now after meeting Kyubey she couldn't help but think that Homura had been talking about him. The fact she had tried to kill him when he and Madoka had first met and Kyubey's later admission that Homura was likely trying to prevent him from making a contract her and Sayaka had all but confirmed it in Madoka's mind. The question though was why? Why try to prevent Madoka and her best friend from making contracts? Mami had provided one possible reason and Madoka had to agree it would make sense. It seemed that magical girls often battled one another for the rewards that came from hunting witches and so preventing more competition from being created would make sense. Yet something was still tugging at Madoka's mind. She had to wonder if Homura was truly a bad person, she hoped not at least. The problem was that Madoka didn't consider herself a very good judge of character most of the time. If Homura's warning had come from genuine concern and not self interest though what did that mean about Kyubey and his proposal? He seemed nice enough to Madoka though his tendency to hang around her all the time was somewhat disconcerting.

Madoka had wanted to learn more from Homura herself and yet she'd had a hard time bringing herself to talk to the girl. She was just so unapproachable, so intimidating that Madoka kept backing down from starting a conversation. If only Homura was willing to open up a bit Madoka thought they might be able to find some common ground. She didn't want to think of one of her classmates as an enemy especially if Homura was actually trying to warn her about something important. The question was how to get Homura to open up? It kept circling around in Madoka's head even though she should have been paying more attention to what was going on around her.

Mami had offered to take Madoka and Sayaka on her witch hunts and they had accepted. They would be in danger for certain and Madoka knew she should keep her mind alert in case something happened and she needed to react quickly. So she forced down her thoughts and focused on the task at hand. Sayaka had brought a bat to defend herself with though given what they would be facing Madoka doubted how effective it would be. Madoka herself was carrying Kyubey in her arms. They had been tracking the witch that had invaded the shopping center and escaped using Mami's soul gem, eventually coming upon a building while the sun was setting in the distance.

As Mami pointed her soul gem at the building it glowed brightly. "This is definitely where it's hiding."

Sayaka looked up at pointed at the roof. "Look, up there!"

Madoka looked up as saw a woman standing on the roof past the safety railing. Without a word she lept off and began to plummet to the ground below. Madoka gasped and looked at Mami who was already transforming into her magical girl outfit. With a simple wave of her hand ribbons appeared and wrapped around the woman, slowing then stopping her fall to the pavement below and depositing her gently on the ground.

Mami walked over to the women and knelt down. There was an odd mark, some kind of glyph on her neck. "A witch's kiss, I knew it."

Madoka was filled for concern for the woman. "Is she dead?"

"No she's just unconcious. Let's go."

They ran into the building and at the top of the staircase there was an odd kind of warping with that same glyph glowing an ominous red. It was the witch's barrier into its labyrinth. Mami had a confident smile on her face. "You won't escape this time."

Mami grabbed Sayaka's bat for an instant and to Madoka and her friend's shock it transformed into what looked almost like a scepter of some kind. Both of them couldn't help but be astonished by the sight. "It's not much, but it'll help you fight off anything that attacks you in the labyrinth. Once we've entered stay close to me."

Madoka and Sayaka gave their ascent and Mami and Sayaka plunged through the barrier. Madoka hesitated for a moment and then followed. The witch's labyrinth was an odd place filled with what looked puff balls of cotton or some other substance with mustaches, some of the witch's familiars. Others were almost butterfly looking things, also with mustaches and Mami blasted several of them out of the way as they made their way toward the heart of the labyrinth. Sayaka swung at several of the familiars that got too close crying out "Get back!"

Mami looked at them for a moment. "Are the two of you scared?"

"As if!" Despite her confident words, Madoka noticed her friend looked plenty unnerved by what was happening. "Anyways keep going, we're almost to the center of the labyrinth!"

A few minutes later they found themselves at the door to the witch's inner sanctum. Upon entering they found themselves looking over the sanctum from above and beheld the witch itself. It looked like some odd kind of massive almost pitcher like flower with mossy petals and roses adorning it sitting on a kind of chair. A pair of wings sprouted from the creature as well. Madoka was shocked upon seeing it. It looked and felt wrong, like it should never have existed in this world.

"Eww, gross." Sayaka brought the scepter up.

"It's awful. Are you really going to fight it Mami-san?"

Mami simply turned around and flashed a confident smile. "I'll be fine. Don't worry I could never lose!" She took the scepter away from Sayaka and slammed it into the ground where it formed a barrier around Madoka and Sayaka. "Stay back, don't move. This will protect you."

Mami dropped down to the floor and brought her foot down upon one of the little familiars at her feet. The witch noticed immediately and flung the giant chair at Mami who summoned a pair of muskets and blasted the chair aparted with several well place shots. The witch then launched itself into the air towards the magical girl.

Mami pulled off her hat and moved it around her in a semicircle and as she did so several muskets dropped out. Placing the hat back on her head began to rapidly grab the muskets and fire them at the witch one after another. In response the witch used its wings to fly around the shots and away from Mami. However as Mami was doing this several of the small familiars flew around her and combined into a vine which grabbed Mami and smashed her into one of the walls, cracking it. Mami however continued to fire at the witch as the vine held her up seemingly to slam her into the ground.

"Oh no, Mami!" Sayaka tried to move forward but was stopped by the barrier."

Mami looked at both of them and gave another smile. "I'm alright, besides I can't let myself look uncool in front of my future magical girl trainees, can I?"

At that multiple threads burst out of the ground and wrapped themselves around the witch and its familiars binding them in place and squeezing the witch until it let Mami go. Madoka watched as Mami gracefully righted herself in the air. "Let's wrap this up, shall we?"

Mami summoned a giant flintlock pistol and as it went off she cried out "Tiro Finale!" The blast was massive, consuming the witch in its flame and reducing the creature to little more than ash and floating motes of energy. Mami landed, did a little pirouette, and summoned a cup of tea which she sipped daintily as something dark fell to the ground next to her.

"Wow she won!" Sayaka was wearing a relieved smile on her face.

"That was awesome Mami-san!" Madoka couldn't hide her own relief at her friend's victory.

With the death of the witch the labyrinth dissipated and Mami walked over and picked up the black object that had fallen earlier and showed it to Madoka and Sayaka. It looked like a ball with a spike rammed through it and was covered in intricate thorn and rose markings. "This is a grief seed, a witch's egg."

"An egg?" Madoka and Sayaka looked at the grief seed perplexed.

"Witches carry them sometimes and if you're lucky you'll find one after a battle."

Madoka heard Kyubey's voice in her head. 'Don't worry, when they're like that they're inert. It's perfectly safe. They're quite valuable too because of what they can do.'

"Here I'll show you." Mami held out her soul gem and Madoka noticed that it looked darker than it had the night before when she'd first shown it to her and Sayaka. "You see how my soul gem is muddier now? It's because I've expended some of my magical power. A grief seed can restore that power along with the glow of my soul gem."

Mami put the grief seed near her soul gem and the darkness within the soul gem was pulled out of it as motes of blackness that then were absorbed into the grief seed. Sayaka gave a little gasp. "Wow, it cleared right up."

"Yes, and now my magical power's been restored. Remember when I told you two there were rewards for fighting witches? This is what I meant. And it's still good for another use too." Mami turned and tossed the grief seed into a darkened corridor where Madoka heard it being caught by somebody. "Go ahead, use it. You didn't get the chance to cleanse your soul gem after last time right? I'm giving it to you."

Madoka's eyes widened a bit as Homura Akemi stepped out of the darkness and looked at the grief seed for a moment before throwing it back to Mami whose smile turned into a frown. "It was your kill, keep it for yourself."

"Fine, if that's what you want." Madoka stared at both Mami and Homura and wondered if she should say something but Homura quickly turned and walked back into the darkness. Madoka couldn't help but think the whole thing could be handled better.

"Seriously, that girl bugs the hell out of me!" Sayaka had her hand held up in a fist.

"But... why can't we be friends with her?" Madoka certainly would prefer to be friends with Homura. In fact she'd very much like it if Homura was friends with everyone. Then maybe she wouldn't seem so tense and scary all the time. She'd be able to relax and they could have fun and even work together as magical girls, assuming Madoka made a contract of course.

Mami gave Madoka a reassuring smile. "She has to want to be friends first, right?"

That night Madoka was hard at work at her desk sketching concepts for a magical girl outfit as Kyubey watched. She'd already finished several and smiled at her handiwork. She still hadn't figured out what to wish for, but she was quite impressed with how Mami helped people. Mami was so poised, graceful, and kind and Madoka couldn't help but think that being like her, having powers and using them to help people would be truly wonderful. The witches were certainly scary, but with Mami and possibly Sayaka at her side Madoka thought they could overcome whatever they faced and keep Mitakihara safe. Still, she had decided not to force it too much. She was sure she'd know the right wish if and when she thought of it and then she'd helped Mami. She went to sleep with a content smile on her face and dreamed of being a magical girl, fighting the witches with Mami and helping many, many people...


The park was lighted by a small number of streetlamps. Few people ever went here at night making it the perfect place for a meeting. Homura watched Mami enter with her soul gem out, scanning for witches. She intended to use this opportunity to discuss their... situation. It would be better for Homura if Mami didn't dismiss her as an enemy as hard as that would be to accomplish. She and Mami were very much opposites these days. Where Mami was cheerful and supportive, Homura was cold and distant. Where Mami was naive about the truth of the magical girls, Homura knew the full horror of their condition. And where Mami's resolve was a barely held together charade, Homura's resolve was like well tempered steel. The fact was Mami would likely view her as an enemy from now on regardless of what Homura said. Still, she had to try if only to keep Mami from trying to push Madoka into contracting. Mami sensed Homura's approach, not that she was trying to hide it, and stopped.

"Don't you care that you're leading those two into danger? They have no business being involved in this."

Mami turned toward Homura with a small scowl on her face. "What are you talking about? Kyubey chose them. They're involved in this now whether they like it or not."

Homura kept her gaze neutral despite how much Mami's response was pissing her off at the moment. "You're steering them into becoming magical girls."

Mami kept her gaze locked onto Homura. "And I guess you don't like that."

"No I don't, especially since Madoka Kaname is involved."

At this a smile slipped onto Mami's face. "I see, you've sensed her potential too then. Afraid of a more powerful girl showing up to challenge you?"

"I will not allow her to become a magical girl. Our life is not for her, or Sayaka Miki for that matter. You should know that better than anyone. You're letting your loneliness cloud your judgement." Homura was fighting down the urge to lash out at Mami now.

Mami seemed taken aback for a moment at Homura's observation, but her smirk soon reappeared. "It's their decision to take up the contract, not yours. That kind of thinking is only for idiots."

Mami's smirk galled Homura. The stupid girl had no idea what she was leading Madoka into. And to make things worse Homura couldn't afford to tell her as it would break Mami's oh so fragile psyche. The girl would simply kill herself and right now Homura needed her alive to help when Walpurgis Nacht showed up. Still, she needed to make sure Mami understood there were lines that shouldn't be crossed. "I didn't want to fight you, but you leave me no choice."

Mami kept the irritating smile on her face. "Then make sure you never see me again. We're through talking after tonight. Next time we meet we will have it out." With that, Mami turned and walked away leaving Homura to stew over her defiance.


Homura spent the next few days looking after Madoka, prepared to intervene if she seemed ready to take the Incubator's offer. So far she was relieved to see her warning had caused the girl to hesitate with making a wish. The problem was Mami was more intent on recruiting her and Sayaka into the fold after their controntation in the park. She'd already been taking them on her witch hunts as she always did which was stupidly reckless and Homura had been there to try and protect Madoka if needed but if Mami continued her efforts it would become a serious problem for Homura. Today though was an event of special significance or at least it was supposed to be. Homura was standing outside the Mitakihara Municipal Hospital a sense of dumbfounded shock running through her. The reason for this was simple and yet disturbing at the same time: The sweets witch or her grief seed were nowhere to be found. It was unfathomable to Homura as to how this could be. In every timeline that monstrosity had shown up at the hospital. Now there was no trace of it, not even evidence that it had moved on for some reason rather than preying on the easy victims the hospital offered it. She'd intended to intercept the witch and destroy it before Mami could drag Madoka and Sayaka into danger once again. There had been minor alterations in the timeline for the various loops Homura had endured yes, but nothing this extreme and that was a major concern to Homura. If she couldn't figure out what was going to happen next how could she come up with a good plan of action?

The sweets witch showing up was something of a pivotal point in the timeline simply because it usually meant the end of Mami Tomoe. Her overconfidence leading her to underestimate the tenacity and power of the witch with her body being torn apart as a result. Homura had used that in the past as another warning to Madoka not to make a contract but this time Homura had sought to prevent that as well in order to recruit Mami later to fight Walpurgis Nacht. She should have been happy by this turn of events but instead she felt this cold coming from the pit of her stomach. Nothing she did should have brought this change about and yet it happened. If this was just the past and she the only one to remember anything how could a change like this happen without her direct intervention? Was she actually travelling to different dimensions, parallel worlds instead of the past? For a moment another thought occurred to her: What if someone or something was manipulating things behind the scenes? Could the Incubator...? No, not it. It was still as far as she could see in the dark about her identity. If not that thing then who?

She turned to walk away and ran straight into Sayaka Miki. The blue haired girl glared at Homura while Homura simply gave her a dead stare. She noticed Sayaka was holding a CD and sighed. If Sayaka wasn't stopped from contracting now she would turn into a witch. It always happened that way and when it did Mami would lose herself. If only to keep Mami stable it made sense to try to save the foolish girl from her fate. "Bringing another CD to Kamijou-kun?"

Sayaka started. "How could you know that!?"

"Madoka told me." It wasn't a lie, Madoka had told her about Sayaka's presents to the violinist in a previous timeline years ago. "Sayaka Miki, do you ... do you value your friends and family? Do you treasure them?"

Sayaka gave her confused look. "What kind of question is that, of course they're precious to me! I'd protect them with my life!"

"Good. I know you want to heal Kamijou-kun's hand." She tried to say it sympathetically but instead it came across as simply matter of fact. She'd just become too good at surpressing her emotions. Sayaka said nothing, simply staring at her. "For their sake, don't make a contract. If you do you'll lose them and they'll lose you."

That one had come out a little better and Sayaka seemed to ponder this for a bit before glaring at Homura, her free hand balling into a fist. "Wait, are you threatening ...".

Homura fought the rising anger in her heart down eventually settling on exhaustion instead and simply shook her head and gave Sayaka a neutral stare. The girl stopped talking and regarded her for a moment. "No, it's you're choice. I'm merely speaking the truth. We magical girls lose everything eventually."

Sayaka said nothing, the glare still everpresent on her face. Homura sighed. What was the point? Sayaka was hell bent on damning herself and nothing seemed to be able to dissuade her and so Homura walked off leaving Sayaka to make her choice...


Author's Note: So here we are at the end of chapter 2 and the most focused one in regards to the character study of Homura Akemi. Homura's a very complex character, there's all sorts of little aspects that combine together to make up her personality. Her cold, blunt attitude is a defense mechanism, a way of dealing with the fact that she's seen her friends and especially her best friend die or sacrifice themselves over and over again. I wanted to look at that aspect of course but I also wanted to expand on it and look at some of the implications that all the magical girls in the PMMM universe face using Homura as the prime example. It makes sense considering she has the most experience of any girl in the series and most likely the entirety of her universe. She'd be the most worn down of them all, the tired, guilty survivor of a war none of the rest of them were aware of.

That's why I had that part with Homura in front of the mirror wondering about what her future could have been and what was stolen from her by making the contract in the first place. Every magical girl is robbed of her future: The normal experience of one's teenage years, one's adulthood, and all that could come with it such as love and family. All of that is torn from them and replaced with the inevitable end result of the contract: Becoming a maddened, spiteful creature that lashes out and brings pain and misery to everyone it meets. Homura's way of dealing with that fact and all the pain she experiences is to build a wall around herself, to shut off her emotions as much as possible and hide the rest. Of course she can't hide them completely but it's enough to alienate her from the others and makes her life that much more difficult. There's a physical component to this as well. Homura may mentally be an adult but she's in the body and working with the brain of a teenage girl so her decision making isn't as mature as a normal adult despite her experience. I feel that's one of the reasons she finds it so easy to dismiss the possiblity of saving the others and focusing on Madoka.

That focus of course is the second big aspect of Homura's personality, her need to save Madoka and only Madoka. Her determination has devolved into an obsession and this is the other reason she seems to dismiss the others. She'll try to utilize them if at all possible but her every action and emotion is reserved for Madoka alone. She's desperate to save her friend yes, but desperation and obsession are not good things and that's why at the end of chapter her confrontation with Sayaka goes as badly as it does. Sayaka has her own hang ups (and Homura is very aware of them) but despite that the real problem between the two of them is that Homura can't bring herself to care enough to make the kind of connection needed make the proper appeal to sway Sayaka away from her disastrous choice. I feel that Homura's move to protect herself and keep going has had the ironic side effect of making her less likely to succeed in any given timeline and that in turn has prolonged her agony. These two aren't the only reasons for Homura's difficulties of course, but I'll leave some of that for the next chapter.

Now I've decided to come up with an appropriate Once Upon a Time opening shot for each of these chapters. For those not aware Once has a screen capture near the beginning of every episode where the title music plays and in that screen capture there's always something either a character or object that pertains to the story at hand. Since I didn't do this in the notes for the first chapter I'll do it here. The first chapter would simply have Kyubey floating in the woods only to disappear behind the trees. This chapter would have the silhouette of Homura in full magical girl garb looking around for a moment before using her shield and disappearing from view.

The music I feel really fits with this chapter includes "Magia", the ending theme from PMMM by Kalafina and "Unhappy Endings" from the Once Upon a Time soundtrack. Both can be found on itunes. The next chapter is called Desperate Souls. It's going to be a big one too so it'll take a bit longer to write. Hopefully I have it finished soon.

Update: I added a bit here and there and in particular added the scene from Madoka's point of view to not only round out the chapter and provide a contrast with Homura's point of view, but to set up her basic state that she'll eventually transition out of as the story goes along. Plus it allowed me to show Mami's glory moment in fighting a witch so it's all good. There's also the scene between Homura and Mami to set up their basic relationship that comes into focus in a later chapter.