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 5: Madoka and the Monster

Madoka held Sayaka as the girl soaked her uniform with tears. First she was going to tell her something about Kyubey, then she got a phone call and afterwards fell to her kness and had grabbed Madoka while muttering something about magic. Madoka had no clue what was going on and tried to gently push her friend to open up. "Sayaka-chan, what happened?"

Kyoko picked up Sayaka's broken phone and handed it to her. She could hear Hitomi's voice frantically calling for Sayaka. Not knowing what else to do she answered. "Uh Hitomi-chan um yes, it's Madoka. Yes, Sayaka-chan's here but... What were you telling her?"

As Madoka listened to Hitomi's explanation she felt the color drain from her face and tears begin to well up in her eyes. Now it made sense, Kyosuke was dead. "Alright Hitomi-chan I understand. I've got to help Sayaka-chan here right now, but I'll call you back as soon as I can."

Gently she put the phone back in Sayaka's pocket and hugged her best friend. "I'm so sorry Sayaka-chan..."

"I-it's all my fault! I-I broke the contract to save myself and Kyosuke, he..." Sayaka continued to hold onto Madoka and sob. Madoka stroked her friend's head several times gently. It was the only thing she could think to do at the moment.

"It's alright Sayaka-chan, you couldn't have known..."

"I should ha-have, he told me there was a p-price."

Madoka looked down at her friend bewildered and curious. "He who?"

Sayaka looked her in the eye, tears pouring from her eyes and down her face. "R-R-Rumplestiltskin."

"Sayaka-chan..." Madoka was now very afraid for her friend's mental state. Rumplestiltskin was just a fairy tale, there was no way what Sayaka had just said made any sense. Had Kyosuke's death broken her mind? Was she in some kind of delusional state? Either way Madoka didn't know what to do.

"Hey I don't mean to sound rude, but if we stay here we're going to attract unwanted attention. Besides, we need to take her someplace where she can rest."

Madoka stared at Kyoko for a second. "Where should we go?"

"I know a place. Creepy girl invited me over to her apartment tonight anyways to talk about something. It's close by, I'll show you."

Together they helped Sayaka up and started moving toward Homura's apartment. They had to practically drag Sayaka along with them as she seemed incapable of walking on her own. All she seemed capable of doing was crying. They got some odd stares from the few passersby they encountered but no one bothered them. Still it was slow going and it took them the better part of an hour to reach the apartment. When Homura first answered the door she reacted with surprise but upon seeing Sayaka it turned into concern. "Bring her in."

Homura's apartment was fairly spartan, containing the basics for living for the most part. The biggest thing Madoka noticed were all the maps, notes, and graphs placed strategically as if they were some kind of battle plan. She didn't get the chance to read anything due to her need to care for Sayaka whom she layed on one of the small benches layed out around a table. Madoka sat down next to her and held her. She buried her face in Madoka's shoulder and continued to sniffle and cry though it wasn't as bad as it had been. Homura was doing her best to play host, brewing some tea while Kyoko started to help herself to some of the food in the fridge then thought better of it and brought some to Sayaka and Madoka first. When everything was prepared and placed in front of them Homura walked over and locked eyes with Madoka. "Tell me what happened."

Madoka explained everything that had happened over the past day. About her and Kyoko teaming up to find Sayaka and ultimately being called by her. About meeting her at the overpass and Hitomi's call. When she got to the part about Sayaka no longer being a magical girl Homura simply shook her head. "That's impossible."

Kyoko butted in before Madoka could respond. "I'm telling you she's not. Sayaka isn't one of us anymore, I looked myself. She doesn't have a soul gem or a mark. Take a look if you don't believe us.

Homura began to examine Sayaka looking for her soul gem and mark and once she realized it was true her eyes widened a moment before returning to normal. "But that's... how?"

Madoka shook her head. "I don't know. Sayaka-chan was saying something before but it didn't make any sense. Something about breaking the contract and well... something about Rumplestiltskin of all things."

At the sound of the name she felt Sayaka shudder and tightened her hold on her friend. "It's ok Sayaka-chan."

"That does sound absurd. Rumplestiltskin is just a fairy tale."

"Yeah I thought so too." Kyoko shook her head to highlight her disbelief. "Next you'll be telling me the Evil Queen is going to curse us all."

Homura ignored the flippant statement and looked over Sayaka again. The concern was back in her eyes and for once it wasn't directed only at Madoka. Looking close Madoka thought she also saw a hint of relief in Homura's gaze. Gently Homura placed a hand on Sayaka's shoulder. Sayaka turned to look at her. "I'm sorry about what happened. I know it hurts right now but it'll get better with time. Right now though I need your help Sayaka. I need you to tell us what happened. If you can't right now that's alright, I'll wait."

Sayaka tried several times to start before she was able to be coherent enough to be understood. Once she finally did begin the haunted look she'd been sporting since finding out about Kyosuke's death never left her eyes. Worse, it seemed to intensify. She told them about running away from home, seeing Hitomi and Kyosuke together, of wishing she hadn't saved Hitomi, of wandering the city and all the horrible things she had seen, and of finding herself sinking into despair. Madoka noticed Homura was hanging on Sayaka's every word with an intensity that almost frightened her.

Then she got to the part about the man who called himself Rumplestiltskin and burst into a fit of tears. It took her several minutes to calm down with Madoka holding her gently and trying to say whatever she could think of to soothe the girl's troubled mind. When Sayaka finally managed to regain control over herself she continued and everyone leaned in a bit closer. She told them about the things he had revealed, about seeing the witch she was about to become. As Sayaka described the mermaid-like witch Madoka thought she saw a haunted look in Homura's eyes for a moment, as if she were reliving some horrible memory but turned her focus back to Sayaka's tale as she talked about the deal she was given and the price she was told she'd have to pay. She told them about how Rumplestiltskin had mocked love and how he had dismissed her love for Kyosuke and at that point something started to stir in Madoka though she couldn't quite name it. As Sayaka described the pain she went through to become human again the feeling grew yet still Madoka couldn't place it. What ever it was it hung there refusing to go away.

Finally Sayaka ended her tale and looked at Madoka. "Kyubey is evil. You can't make a contract with him Madoka. Promise me you won't! I saw what I'd become and R-Rumplestliltskin said if you became a witch the whole world would suffer."

"I-I don't intend to." She looked at Homura. "Homura-chan what do you think?"

Homura closed her eyes for a moment as she thought about the what they'd all just learned. "I'm not sure if he's telling the whole truth. Rumplestiltskin... it sounds ridiculous. But whatever he is, his power is obviously real. Sayaka would be a witch now if it wasn't..."

Seeing Homura standing there thinking a sudden thought occurred to Madoka. "Homura-chan you can't be thinking...!"

"Thinking what?" Kyoko was absentmindedly chewing on a stick of pocky.

"Thinking about using this Rumplestiltskin's power to free all of us from being magical girls." Homura finished. "I'm not sure, if you have to have your wish cancelled... no, I don't think I would do it."

"But if the alternative is becoming a witch eventually..." Kyoko actually seemed lost in thought for once.

"For some of you it might be an option, but not for me. There's something I still need to do." Homura casually flipped her raven hair and looked at Sayaka. "She needs to go home. Madoka could you and Kyoko...?"

Kyoko looked at Homura confused. "Hey what about what you wanted to talk about?"

"It can wait until tomorrow, right now Sayaka is more important."

Madoka nodded but fixed Homura with a stare. "Before we do there's something I want to ask you Homura-chan."

Homura tilted her head for a moment. "Yes?"

"You told me before you knew about the truth of the soul gems. Did you know the truth about the witches too?"

Homura looked down at the floor and shut her eyes. "Yes."

Madoka's gaze hardened and when Homura opened her eyes to look it was her turn to take a step back for once. Madoka exercised as much control as she could and her voice was completely even when she asked her next question. "Why didn't you tell us?"

Homura sighed and closed her eyes again. "I'm sorry Madoka I wanted to, but every time I tell... anyone about it they either don't believe until it happens right in front of them or..."

"Or...?"

"Or they overreact in some way. Sometimes it's enough to send them straight into despair. Other times they just go mad."

Madoka closed her eyes and thought for a moment before responding. "I... understand, but you should have told us Homura-chan." Homura turned away and held her head down.

"Speaking of which we still need to tall Mami the-"

Homura's hand shot out and grabbed Kyoko's arm so tightly the girl winced. "No, you can't!"

"The hell I can't! I may not like her much but she deserves to know too! Let go of me!" Kyoko glared at Homura and Madoka began to get up to try to pry the two off of each other if necessary.

"Remember what I said, some don't take well to the truth. Mami is one of those that wouldn't trust me."

"Pfft Mami's one of the toughest around I'm sure she can-"

Homura's grip tightened again forcing Kyoko to stop. "I'm telling you, you can't tell her. She's not as strong willed as she seems. Look, I'll tell her, I promise just let me do it away from everyone else just in case. I don't want her hurting anyone if she doesn't react well."

"I..."

"Please!" Homura actually seemed to be pleading. She had a frightened look in her eye and it was directed right at Kyoko. It was the first time Madoka had ever seen anything like that from her. It was enough to unnerve Kyoko into backing down.

"A-alright, fine."

Homura sighed in relief. "Thank you."

Madoka helped Sayaka up and together with Kyoko they left the apartment while Homura prepared to go to bed. None of them had managed to notice Kyubey hiding behind one of the benches who disappeared soundlessly.

After the girls had left Homura was sitting entirely still, her mind flashing from one idea to the next at breakneck speed. Sayaka Miki was no longer a magical girl, and not because Madoka had used a wish to restore her humanity. This was another completely unexpected change in the timeline and once again something of a mixed blessing. Up until now Homura had thought it impossible to get out of the Incubators' contracts, that to make a contract was to doom yourself and that only the sacrifice of another girl's soul to those little monsters would undo that fate. The appearance of this "Rumplestiltskin" had now proven that wrong and for once Homura was beginning to feel a twinge of something she hadn't felt in years: hope. She wondered for a moment if it was possible to learn this power or if not that then the simple spell that prevented a contract from taking hold.

This new being's presence was also troubling however. Homura had no clue why it hadn't shown up the other timelines. At this point she was fairly certain she wasn't exactly jumping from the present to past but rather transporting to some kind of alternate world each time she "went back", but even then she would have thought this being would have showed up sooner rather than later. Maybe as went through more "time loops" the worlds became more bizarre and disjointed from her original timeline? In any event Rumplestiltskin's appearance explained another crucial bit of information: Why the Incubator had been so preoccupied these last several weeks. Any creature that could break a contract would be an immediate and serious threat to the Incubators' schemes. That Kyubey had been fixated on this creature for so long also told Homura that it hadn't found a good way of dealing with the threat yet which could either be a boon or...

Homura thought about what Sayaka had been through. This Rumplestiltskin was clearly one twisted being, almost akin to the demons she had been told about in all those old stories long ago. Unlike Kyubey it didn't bother to hide its evil and took a sadistic pleasure in causing others suffering. Also unlike the Incubator it clearly had a full understanding of human emotions and Homura had to admit that this fact made it potentially far more dangerous than Kyubey. With the Incubator she could count on knowing what it wanted and be able to predict how it would try to go about getting it. The Incubator was of course limited in its understanding of human behavior and emotions and that limited its actions. With this Rumplestiltskin however she knew nothing and could predict nothing. What was this being's intentions? They couldn't be good from what Homura had seen. It had saved Sayaka Miki yes, but it had also psychologically manipulated and tortured her to get her to agree to its deal. Would it contact the other magical girls in the city? Was it trying to get them out of the way so they wouldn't be a threat to its plans? If so, why the deals, wouldn't it be simpler to just kill them all? It had to be collecting the corruption from the soul gem for a reason but Homura couldn't begin to think what that could be. She'd have to make some plans to deal with this thing if it ever threatened Madoka, but how to come up with a strategy against an unknown enemy whose powers probably dwarfed her own?

Homura shook her head and continued to think. It wouldn't be until the early hours of the morning that she would finally try to get some sleep...

Sayaka's parents were relieved to see their daughter and Madoka couldn't help but smile as her friend threw herself into their arms crying all the while. After a brief bit of questioning which Kyoko and Madoka were able to skirt without lieing too badly they were now walking together towards Madoka's house.

"I wonder what creepy girl wanted to talk to me about." Kyoko was again chewing a stick of pocky.

"I don't know, but Homura-chan said it could wait so hopefully it isn't too bad." Madoka tried to smile reassuringly but got the feeling she didn't quite succeed.

"I hope so too but I've got this funny feeling..."

Madoka felt the need to change the subject after learning so much bad news. "Kyoko-chan, I want to thank you for helping me look for Sayaka."

"Oh uh that? You're welcome. Besides it was sort of my fault Sayaka ended up the way she did. I guess we're both pigheaded like that." Madoka simply smiled and nodded. "Still this has been one heck of a week. Magical girls become witches, damn."

Madoka looked down and frowned. "I'm glad Sayaka-chan was saved from that but what she went through..."

"Meh the way I see it being a witch would be much worse. Imagine if she had changed. Would we be able to reach her somehow or would we have to-" Madoka cut off Kyoko before she could finish by holding up her hand.

"I know. I-I don't want to think about that. I don't know what I would do if I were in that... situation."

"Yeah I know, it creeps me out. Having to fight Sayaka as a witch... I've destroyed so many witches. Most of them were familiars that managed to evolve but some of them had to have been like... like me once." At this Kyoko bowed her head. "I've done some pretty rotten things all in the name of survival. I used to think that was all that mattered but now..."

"Now you don't have to be alone Kyoko-chan."

Kyoko got an uneasy look on her face but Madoka knew the girl appreciated the gesture on some level. "Uh, right... Look it's about time I headed off to bed. I'll see you tomorrow, maybe."

"Take care." And with that Kyoko was off.

Madoka continued toward her house. It was almost midnight, her parents would be very worried. She'd forgotten to call them and her mother had warned her about setting a curfew if she came in late without telling them where she was, but Madoka was sure they'd understand after she told them about finding Sayaka though. Sayaka... the thought of her brought up that feeling again and her thoughts turned to what her friend had been through. The feeling was burning through her and for a moment she thought it was anger but... something was off. That word didn't feel quite right. For Sayaka to have to go through all that misery because of Kyubey and then Rumplestiltskin. To be fooled with like that. Madoka just couldn't let it go. Sayaka hadn't deserved any of it and Madoka just wanted to cry or scream or... just do something! But she was just human, it wasn't as though she could do anything to beings like Kyubey and Rumplestiltskin and right now she had no intentions of ever becoming a magical girl either. She'd never really been good at standing up for herself, that had always been Sayaka. Even when they were younger and they first met it was Sayaka always protecting her. For once she wanted to be the one to protect Sayaka. To stand up for her. Madoka's mind drifted back to the pain Sayaka had gone through to become human again. Not just the physical pain of being changed but the emotional pain of losing Kyosuke. She thought of the being responsible and once again the feeling in her heart surged. "Rumplestiltskin huh?"

"What do you want dearie?" The voice seemed... amused and yet there was also something wrong with it.

Madoka started and turned around to face the voice. Not three feet from her was the being Sayaka had described with his scaly golden flesh and twisted, rotten smile. His golden eyes regarded her evenly. At first a shock of fear started to run through her but the feeling that had been growing in her heart killed it almost immediately as she finally understood what it was. It wasn't anger but rather righteous indignation. This being had hurt her friend and she knew he had to be stopped. That conviction she'd felt when dealing with Kyoko earlier began to course through her and mingle with this new feeling. "You..."

"Me." The being calling itself Rumplestiltskin continued to regard her, this time with bemusement.

"Why did you do that to Sayaka-chan!? Why did you put her through that!? Why did you kill Kamijou-kun!?" The fury within her was unleashed and Madoka did nothing to restrain it.

"To get what I wanted, though I didn't kill the boy." Rumplestiltskin's smile grew wider.

"You broke the contract and that's why Kamijou-kun..."

"I broke the contract because that was the price of the magic needed to save your friend in a deal she agreed to. As was the pain she went through in order to undo the changes Kyubey made to her body. Kyubey used the darkest of magic to change her into a magical girl. Dark magic isn't meant to feel pleasant after all, and undoing dark magic can feel even worse. But what the boy did afterwards was his own choice, not mine." Rumplestiltskin moved closer to Madoka.

"You still convinced Sayaka-chan to hurt Kamijou-kun! I should slap you, or do... something!" Madoka's hand was actually clenched into a fist. Rumplestiltskin however merely laughed.

"Tell me dearie, is your friend human again, was she saved from becoming a witch?"

"Yes." Madoka's response was mostly flat but with an annoyed edge to it.

"And is she no longer a magical girl, and do you now know the secret of what that creature wanted to do to you? It seems that instead of a slap in the face I deserve a thank you."

The fury pulsed in Madoka. "You don't deserve anything but disgust."

Rumplestiltskin chuckled. "I've been looking forward to meeting you for a long time. I have to say I am impressed. You're not afraid of me, that's quite foolish of you but also... brave. Just the thing I would expect from a savior."

The comment broke Madoka's indignation for a moment. "I-I'm not a savior."

"Of course you are dearie, you just never realized it. Do you know why you and the others were chosen by Kyubey? Why only certain girls can see that creature?"

"W-we had magical potential."

Rumplestiltskin snickered. "No... The truth is that Kyubey can only be seen by girls burdened by a tragic destiny. One that could drive them into despair. It is the tragedy of that fate along with a girl's hope which empowers her wish. Take your friend Sayaka for instance. Her fate was to suffer heartbreak and lose the boy she loved one way or another. When the contract was broken fate took its normal course."

This actually caused Madoka to stop and think for a moment. Mami, Sayaka, Kyoko, Homura, and herself all had tragic destinies? They were all meant to go through some kind of terrible pain? She would handle whatever suffering was required on her part, but for her friends to suffer as well? That was something she didn't want to accept. She thought back for a moment about the other magical girls and their situations. Mami had lost her parents while Kyoko was clearly alone. And Homura, well Madoka still wasn't sure about Homura, but it was at least possible. And then Sayaka... the idea that Sayaka was meant to suffer, that she was meant to lose Kyosuke. That Sayaka's first love was fated to bring her great pain all along disturbed Madoka. She just couldn't believe something so outrageous. "No, you're lying!"

"I have no reason to lie about this. And your fate is particularly nasty if left to run its course. Do you know what is coming?"

Madoka stood motionless. "I..."

"There is a powerful witch coming to this city. The people of your world call it Walpurgis Nacht, Witch's Night, and you dearie are the savior meant to confront it. It will kill thousands of people unless it is stopped and you are the one to do it." Rumplestiltskin was pointing at her now and that twisted smile was still on his face.

"I-I... how could that be true?"

"Oh I don't blame you for not knowing dearie. It's understandable that you don't think it possible. Up until now you thought yourself just a nobody, some silly, ordinary girl. But you are its antithesis, the savior meant to bring about its ruin. The one to bring hope." Rumplestiltskin's voice was even and Madoka didn't think he was actually lieing now.

"H-how am I supposed to do that?" Despite how right it sounded the thought was still ludicrous. She had no special talents to call her own. Her against some super powerful witch that only she could defeat? She wasn't some kind of hero of legend.

"That's the rub dearie! Fate isn't in total control. You see you're fated to confront and stop this Walpurgis Nacht but how you do it and what happens to you afterward is up in the air... and that's where I can help you. You see normally you would make a contract with Kyubey and fight this creature and then you would either die or become an even more monstrous witch that would then threaten all life on this planet. But I can give you the knowledge and power to defeat this creature without risking your soul or your life. All you need to do is..."

"Make a deal with you." The fury was building again in Madoka's heart.

"Exactly! You see Madoka contracts, deals, they're the basis of all human civilization. With the right deal that which seems impossible can be attained! And the one I can offer you will help put an end to your problems with those creatures. You can escape the noose that's being wrapped around your young neck and live a proper, full life. All you need do is pay my price and I will help you live. And because I'm feeling generous I can help all of your friends live too. You can all live and be together, just like you want."

Madoka's gaze tightened. "And what do you get out of it?"

"My price is simple, you allow me to cast a spell on y-"

"No, I mean what do you get out of it? You wanted the corruption in Sayaka's soul gem and you can't be planning anything good with it. This spell you want to cast, what would it do for you?" Madoka glared at Rumplestiltskin now and moved toward him. He however remained unfazed.

"It's not about what I get, it's what it does for you."

"No, it's always about what you get isn't it? You use people to get what you want and discard them afterwards."

Rumplestiltskin simply shrugged. "Maybe so dearie but I'm still the only one who can save you and your friends."

"No." Madoka was actually fully glaring at him now.

Rumplestiltskin had that bemused look on his face again. "Oh? No? No what?"

"No deal. If I have to die fighting this witch then that's what I'll do. I won't make a deal with you to save my own life, not after what you did to Sayaka-chan." The fury was reaching a feverish pitch inside Madoka now. It didn't matter what this creature said or did, she wouldn't give in.

Rumplestiltskin chuckled again. "My how heroic. How... foolish. Regardless of whether you die or become a witch your friends will suffer because of it. Especially that girl Homura."

"You won't do anything to Homura-chan, I won't let-"

"Oh it won't be me. I have nothing against the girl. In fact she's been quite helpful to me without even realizing it. Rather it'll be what she does to herself. I must admit it took me some time to figure out what was going on with her, but after seeing how she knew things she couldn't it became fairly obvious. She thinks she's some kind of time traveler. Magic can do much, but not that. In reality she's been jumping from one parallel world to another, one which is a little over a month back in the timeline. She relives the same time period and sees the same deaths, especially yours, over and over, all in a vain effort to save you. She keeps trying to prevent you from making that contract without understanding how to set things up so you don't need it to fulfill your destiny." Rumplestiltskin cackled again and Madoka just continued to glare at him.

"That can't be true."

"Oh but it is dearie. Why do you think she knew so much about the soul gems?"

"She saw it before."

"Yes, but where? And how does she know how people will react so well? She's seen it all before. And that broken demeanor of hers. How do you think that came about?"

"Broken? Homura-chan isn't broken." Madoka had considered Homura to be cold and closed off to most people yes, but not necessarily broken. She was able to function after all and even open up to Madoka herself, so surely Homura wasn't as bad off as this monster was claiming. And yet Rumplestiltskin's twisted smile said otherwise.

"Is that so? You've seen how cold she acts. She's cut herself off from her emotions. Normally that sort of thing happens when you steal a person's heart but that can't be true can it? Otherwise she wouldn't be a magical girl. You friend told you what happened didn't she, how her soul gem became a heart?"

"Yes, and what you did with it and what that did to her." Madoka's gaze hardened further.

"A person's heart and soul have a connection dearie, but Kyubey takes them both and twists it. The heart becomes the prison of the soul, the soul gem itself, connected closer to the body than it should be, bent toward despair, and meant to amplify the emotion such as to corrupt the soul within and turn it into a witch. So you see you can't become a magical girl if your heart has been taken. So how is it that Homura has become so detached hmmm? That sort of thing only happens when you've seen so much pain, years worth in fact, that the very act of feeling is painful. You shut everything out just to be able to keep on going. That girl killed a part of herself to survive, to keep herself from falling into despair." Rumplestiltskin flashed Madoka a sickening smile.

Madoka shook her head furiously. "Even if what you're saying is true that doesn't change my decision."

"Well suit yourself dearie, but know this: You can't stop that monster without coming to me or Kyubey. You know what Kyubey will do to you, but at least with me you and your friends would live if you made it part of our deal. You have my word on that, Rumplestiltskin never breaks a deal. All you need do is call my name when you're ready and I'll find you." With one last cackle Rumplestiltskin disappeared in a plume of black smoke.

Madoka let out a large sigh and began to shudder as all the strength she'd been channeling ebbed away all at once. She was once again the timid girl she was used to being. That thing that had appeared to her, there was something truly evil about it of that she had no doubt. It had exuded an aura of wrongness, some cloying sickness. To think that thing had violated Sayaka, inflicted pain on her, it was almost too much for Madoka to think about right now. No good could come from dealing with him and yet he was right about one thing: If this Walpurgis Nacht did show up and she was supposed to face it she couldn't think of any way to win other than to go to either him or Kyubey. But what choice should she make?

Then there was what he'd said about Homura. For all that he had definitely been trying to goad her into a deal, looking back on it now he didn't seem to be lying. Her mind kept going back to that haunted look she'd seen in Homura's eyes tonight in her apartment and the way she had practically begged Kyoko not to tell Mami the truth about the witches. It did seem odd, as if she knew exactly how Mami would react to that information and as much as it sickened her, that gave credence to what Rumplestiltskin had told her. If he wasn't lying that meant that Homura had been going through some kind of personal hell for years, all for her sake. Why though, had they been friends before in these other worlds? Madoka liked to think so, it would make sense. She decided she would ask Homura directly the next time they met. And if it was true... "Homura-chan, what have you been through?"

Madoka began walking back to her house as Kyubey stepped out from behind a bush, its eyes fixed on her back.

Madoka was laying in her bed unable to sleep. The events of the day kept replaying in her mind, making any hope of sleep impossible until she was able to make sense of it all. Silently, Kyubey appeared and began to send its thoughts to her. 'Madoka.'

Kyubey was the last being in the universe Madoka wanted to talk to right now. And yet Madoka knew there was very little she could do to stop him. "Kyubey... Go away, I don't want to talk to you right now."

'I saw you talking with Rumplestiltskin.'

Madoka turned to look at Kyubey. "You knew about him?"

'He's been interfering with our plans since before we met.'

"Your plans? You mean how you want all of us to become witches?" Madoka was too tired to do much of anything but hug her knees and wait for Kyubey's response.

'Please don't think too ill of us. We Incubators have no malicious intent to harm humanity. In fact we have no emotions at all. We wouldn't being doing this if it wasn't the most efficient way to complete our goals.' Kyubey tilted its head as it regarded Madoka.

"And what are those?"

'Do you know what entropy is Madoka?'

"No." Madoka had never been very book smart. At best she understood it had something to do with science which coincidentally was one of her worst subjects in school.

'Let me give you an example. If you burn a tree the amount of energy released is less than what went into creating the tree in the first place. As a result some energy is lost. That is entropy. It's a basic consequence of the laws of thermodynamics. If all of the energy in the universe depletes, life will become impossible. It is the job of us Incubators to counter entropy in order to ensure the universe survives.'

"Wouldn't that take billions or trillions of years?"

'There are many more intelligent species out there beyond you and us. They are using up energy at an astronomical rate. The end will come much sooner than you think unless we counter it.'

"How could turning magical girls into witches ever fit into that?"

Kyubey jumped on the bed and stared at Madoka with its beady, red eyes. 'For a long time we tried to find a way to overcome entropy. Something that didn't follow the laws of thermodynamics. We stumbled upon the power of the magical girls and discovered that emotions could be converted to energy. We then searched for a race whose emotions were sufficient to justify harvesting. We discovered you humans when you were still ekeing out an existence in caves. Your emotions were more than sufficient and we discovered that the most energy was released by young girls in the second stage of their life right as they transition from hope to despair. Turning into a witch is a side effect of using the soul gems for the purpose of gathering this energy.'

The fire in Madoka's heart before lit again briefly and she glared at Kyubey. "And that's how you justify corrupting us and turning us into monsters!? Treating us as disposable goods!? How many girls have you destroyed throughout the years!?"

'I don't understand why you humans place such a value on an individual life or a small amount thereof. There are over 10 billion humans on your planet right now with an immense reproductive rate. Your planet is quickly getting to the point where it can't handle the population explosion. Yes, we have been harvesting millions of girls up to this point but it in no way has slowed down your species' continued population growth.'

The fire was gone again and Madoka resumed her previous gloomy reflection. "That's not the point, and if you can't understand why a single life can have value then I see you are our enemy."

'Ours is a symbiotic relationship Madoka. One that is of mutual benefit. The Incubators have been guiding humanity for years helping it to advance. Let me show you.'

Madoka saw a series of images fly through her mind. Different magical girls in different times fighting their battles. Some of them she recognized from history, but most were complete unknowns. All of them eventually fell to despair or death and Madoka couldn't help but be horrified by all the pain she was seeing. Their dreams were all twisted and snuffed out and their souls defiled all to further the Incubators' goal.

'Throughout human history girls have made wishes and that has helped to advance your species. The current life style you enjoy today is because of the sacrifices of the magical girls.'

Madoka shook her head. "Still, that doesn't justify what you've done. If we had never met you Incubators..."

'You would likely still be living in caves.'

"That's not true. Rumplestiltskin claims to be from a different world and I doubt your species is there. He didn't seem to be a caveman."

Kyubey simply shook his head. 'But you have no way of verifying that.'

"All those girls, you betrayed all of them."

'We did not betray them, their own wishes did. To make a wish work requires a great deal of energy and that wish makes its mark on reality. That energy has to come from the one wishing, their hope, and with it comes an equal amount of despair that the one wishing must bear. It always breaks them because in part they never wish for what they truly want. From that perspective it would make the most sense never to wish for anything.'

Kyubey lept up to Madoka's open window. 'I had hoped to explain things to you so you would understand but I see that will not happen.'

"Wait, I have one more question."

'Yes?'

"Is it true what Rumplestiltskin said, do you choose us because we all have some kind of tragic fate?"

'Yes, those who suffer great tragedy are the most likely to fall into despair.'

Madoka's head sunk into her knees again. "Then I will have to fight that witch..."

'Yes, Walpurgis Nacht is coming and soon. Someday you will become the greatest magical girl that ever lived and then you will become the vilest witch to ever exist and our quota of energy will finally be filled.'

"And then all of humanity will die." Madoka couldn't help but imagine all the pain she would cause as a witch. The number of lives devastated by her twisted soul as it ravaged the planet. She would kill everyone: her friends, her family, and everyone else all while she was caught in a neverending nightmare of self torment. The horror of the images that flew through her mind as she imagined all those deaths was almost enough to overwhelm her and she began rocking back and forth on the bed while tears threatened to fall from her eyes.

'If you are not stopped yes.'

"If this Walpurgis Nacht is so powerful and only I can defeat it, if I become an even more powerful witch how could anyone stop me?" Madoka closed her eyes deep in thought while Kyubey said nothing. "And what will you do once you have your energy?"

'We will leave this planet.'

"So you're lieing then."

Kyubey tilted its head. 'Lieing how Madoka?'

"You will just abandon the Earth to be killed by me if I become a witch. This isn't about some mutually beneficial relationship, it's about saving yourselves. You turned all those girls into monsters simply because it was efficient and don't tell me you couldn't have found another way. You're just as evil as he is."

'Who?'

"Rumplestiltskin."

For once Kyubey didn't seem to have a counter and so it jumped out the window while Madoka sat there trying to understand everything she now knew.

Kyubey began to go over everything it had recently learned. It seemed that losing Sayaka had been a boon in disguise. She may not have realized it but that girl may have stumbled onto Rumplestiltskin's weakness. That dagger, the one with his name on it. It seemed to Kyubey to be very similar to a soul gem. If it was destroyed would he die too? And if not then maybe... Then there was what the creature itself had revealed to Madoka, the answer to another puzzle, one Kyubey hadn't been able to devote any time to thanks to the creature's interference: Homura Akemi. A girl that the hive mind couldn't remember contracting. Her existence now made sense to the Incubator. It knew exactly what type of powers she'd have to have to pull that trick off. She was a time manipulator, able to lock onto a world whose timeline fit when she wanted to go and then through a bit of timespace manipulation overwriting the existence of the Homura from that world with herself. A rare power indeed and very useful for what Kyubey was planning next.

Rumplestiltskin had finally gone too far and contacted the asset. And while she hadn't made a deal with him, he had imparted enough knowledge to severely damage the chances of Madoka making a contract. She knew things she shouldn't and worse, he'd managed to spark her confidence much faster than it should have been. Kyubey couldn't help but think that this was exactly what the creature wanted. Regardless it was time to eliminate the threat but to do it Kyubey would need to co-opt one of the magical girls. Someone who wouldn't flinch at murdering the creature or doubt her purpose in any way. It would be difficult to convince the one it had in mind, but that confrontation between Madoka and Rumplestiltskin would serve Kyubey well in that regard. Besides it needed her to know it was on to her now. Best of all this action didn't violate the rules in any way. Kyubey might not be able to directly set up confrontations between magical girls but doing so between a magical girl and some outside influence was perfectly fine. It was time to engage the time manipulator...

Author's Notes: So here we are at the end of chapter 5 and let's face it, you can't have a Madoka fanfic without focusing on her to some extent. There's a reason she's the title character and quite frankly a great character to work with though I'll be getting into a lot of that which will be in her character study story. For now the things to understand about her are that she's a lot stronger and far more observant than many people give her credit for. After all she was able to make a wish in the end that gamed the magical girl system in such a way as to pit it against itself and become a concept as a result. She may not be book smart, but she notices things and her heart is always in the right place. She is very much the savior archetype.

Speaking of which yes, a lot of that exchange between her and Rumplestiltskin mirrors how he and Emma Swan interact throughout Once, particularly the first two seasons. Emma and Madoka have a lot of little traits in common including the ability to dig their heels in and not give any quarter when pushed though Madoka is usually much more shy than Emma who uses that brick wall approach as her default mode when dealing with people she doesn't like and even many she does. I like to think that Madoka might have ended up being a gentler, more open version of Emma had she been allowed to grow up.

Then there's the conversation she has with Kyubey. It's a pivotal point in the series where we find out what the Incubators are and why they're doing what they're doing. Unfortunately it's also one of the things I greatly dislike about Madoka Magica. I talked before about how I think their reason for doing all of this is complete crap and while yes, Kyubey does have a counter to someone bringing up the simple fact that heat death would take an insanely long time, it still came across as forced writing to me. It was basically the writer kicking physics in the balls to justify his silly reasoning because he couldn't come up with a more reasonable explanation for his antagonist that didn't completely throw Kyubey into villain territory. Which ended up being pointless anyways given some of things Kyubey does later. Yes, I'm complaining about something not making sense in a magical girl show but there are lines you generally don't cross even in fantasy because doing so tends to stretch believability too far. I put in a few things that allowed Madoka to actually knock Kyubey down a peg while also keeping up the whole compare/contrast between him and Rumplestiltskin. In particular the part where she outs him on abandoning earth when all is said in done. They may have been trying to set up Kyubey as ambiguous rather than evil but that single act of "Screw you, got mine. Later suckers!" in one of the timelines was so far past the villain threshold for me that it made everything they had done with him up to that point moot. It was that act which cemented to me that the Incubators were evil. And it only got worse with Rebellion. There's a reason why a lot of the PMMM side material such as many of the mangas don't bother to portray Kyubey as ambiguous and rather go for straight up demonic instead.

Speaking of the whole duelling villains thing, there has to come a point in such a situation when the balance between the two villains has to shift in some way, otherwise the dynamic just doesn't work. You have to think that either of the villains could come out on top and keep people guessing as to which one will either by having the one villain who's dominated for the most part start to lose ground or by having the two evenly balanced villains start to go out of alignment with one becoming ascendant over the other. Here we see Rumplestiltskin's seemingly unassailable ability to lord it over Kyubey start to falter. Kyubey isn't stupid and the Incubators are nothing if not ruthlessly efficient. I'll get more into this in the next chapter.

The one thing I will admit is that this is a very talky chapter and basically involves Rumple and Kyubey info dumping Madoka while trying to convince her to choose one or the other to side with. Then again that did happen in the series with Kyubey at least so eh.

Now as for the Homura character study the big thing I was trying to go for without pointing it out directly in the story is that while Homura is coldly efficient in her own way to the point of not trying to save the others to focus on Madoka if she was given a route or some tangible hope of saving them all she wouldn't just dismiss it. The truth is Homura doesn't want to sacrifice anyone, she just thinks it's necessary. She doesn't want her friends to die, it's always painful when it happens even when it doesn't seem to affect her. Consider her reaction when Mami dies in the series, there's actual concern there. No matter how hard she tries to shield herself those deaths always get to her in some way, chipping away at her little by little.

Now for musical choices there's one that really helped me with this one and that's "Sis Puella Magica!" which is Kyubey's theme in the series (I didn't know the name of it when I mentioned it in chapter 3 so here it is). You can find a decent violin/piano version on Itunes and the version from the series can easily be found on Youtube.

The Once title capture for this chapter is Madoka's silhouette walking away while Rumplestiltskin's appears behind her. The title of the next chapter is "What Homura Loves Most". Hopefully I'll get it done soon. It's going to be one of the more involved chapters similar to chapter 3.

Update: Added some more musings from Madoka at various points and cleaned up some errors. I also added a new bit involving Homura's musings on Rumplestiltskin to kind of close the gap on her thoughts about the timeline differences in previous chapters.