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 6: What Homura Loves Most

"So let me get this straight." Kyoko began pointing at the various pictures around Momura's apartment. "There's this super powerful witch that's going to level the city in about a week's time and you, Mami, and I are the only ones able to stop it?"

Homura nodded. "Yes, Walpurgis Nacht the Dreadnought Witch is coming. It has no need of a labyrinth, simply manifesting will kill thousands. And if it isn't stopped Mitakihara will be destroyed."

Kyoko sighed and put her arms behind her head. "You know this isn't even my city. Why should I risk myself to protect it?"

Homura raised an eyebrow. "So you would run away just because a hard to fight witch appeared?"

Kyoko bristled. "Hey watch it, creepy girl! If you're just going to insult me I'll leave!"

Homura ignored Kyoko's threat and drilled the redhead with her stare. "The fact is you have people here you want to protect, just like Mami and myself."

Kyoko growled for a moment. "Don't act like you know me!"

"You've become friends with Sayaka and Madoka have you not?"

It was true. Although Sayaka and Kyoko were polar opposites in beliefs and actions the last two days had lead to a profound change in their relationship. Sayaka's continued depression over Kyoksuke's death had driven Kyoko to begin to open up to the blue haired girl in a bizarre attempt to cheer her up. It had partly been driven by guilt over what Kyoko had been pushing Sayaka toward but there had also been a kinship growing between the two girls. Despite their differences there were also a number of similarities between the two and this was leading them to develop an odd kind of almost sisterly bond wherein rather than getting in each other's way they actually began to complement each other. Madoka was also helping in this regard and as such Kyoko had begun opening up to her as well though not nearly as fast as with Sayaka. Still Madoka was one more friend Kyoko desperately needed whether she wanted to acknowledge it or not. This sort of thing had happened in many of the other timelines though always it had ended tragically usually with Sayaka's and Kyoko's deaths. For once things seemed to be working out which was a huge relief to Homura who had been given yet more time to prepare for the arrival of her ultimate adversary.

"Damn it how do you know so much?" Kyoko was still as brusque as ever though.

"Madoka is quite talkative, especially when it comes to her friends. That's just how she is, she likes having everyone getting along."

"Tch, fine. I'll help you take out this big, bad witch. And then I'll take its grief seed as my trophy before leaving this dump of a city." Kyoko sported a sour leer on her face though Homura knew it was mostly feigned. Kyoko had been rearing to fight the witch the moment its existence had been mentioned if only to prove her superiority. "By the way have you told Mami yet?"

Homura closed her eyes and gave her raven hair a flip. "I plan to do that today as a matter of fact. Remember what I said though, stay away until I've made sure she isn't going to kill anyone."

"I still say you're being overly cautious but whatever. Much as I hate to admit it having Mami with us will definitely make taking that thing on easier. Well let me know the plan when you've come up with it."

Homura nodded and let Kyoko out. As she closed the door she heard Kyubey's voice in her head. 'Time manipulator Homura Akemi.'

Homura froze for a moment in shock. Yes, Kyubey usually figured out who and what she was sooner or later but usually only through her revealing her powers to it which she hadn't done up to this point. Kyubey hadn't even been paying much attention to her this time so how did it know about her abilities? She quickly composed herself and turned to see the Incubator standing there, its unchanging expression mocking her. "What do you want Incubator?"

'We have something to discuss, specifically an action I would like you to undertake.'

Homura fixed the Incubator with a cold, hard glare even though she knew it would do little good. It couldn't feel emotions anyways. "Why the hell would I do anything for you?"

'Because it furthers your goal of protecting Madoka Kaname.' Kyubey padded over to one of benches in Homura's apartment and jumped on it then turned to face Homura again. 'Rumplestiltskin contacted Madoka last night. Fortunately she did not agree to his deal.'

"Rumple... wait you've known about him!? For how long!?"

'Longer than you've been in this timeline.'

Anger began to course through Homura and she had to fight to keep herself from pulling out a gun and shooting the Incubator right then and there. "And of course you never told us. You didn't want us to know there was someone out there that could reverse what you did to us."

'I had no idea he could nullify a contract until he did it to Sayaka. I was just as surprised as you were.' Kyubey swayed from side to side still continuing to stare at Homura all the while.

"So you were spying on us then?"

'Yes and Sayaka may have provided a crucial piece of information that can lead to that creature's destruction.'

Homura snorted derisively. "And why would I destroy the one being that can undo your hellish little trap Incubator?"

'Because he is a threat to Madoka Kaname. He left peacefully last night but I doubt any further encounters will end with such a lack of conflict. He will likely kill her if his offer is rejected again. That would work against both of our goals so we are natural allies in this situation.'

Homura grimaced and her next words came through gritted teeth. "Let's make one thing very clear: We are never allies Incubator. If I had the means I would kill all of you without a second thought."

'That is a pointless threat as you have no such means. Nor does it pertain to the matter at hand. Will you assist me in destroying Rumplestiltskin?'

Homura's face took on an more severe expression than before. She hated when the Incubator was able to do things like this. When it could push someone into a corner so they would do exactly what it wanted. Kyubey would simply wreak chaos such that it suited the Incubator's twisted goals and force someone else to pay the price. She had been in that position several times and now she was in it again. "Tch, what did you have in mind?"

'Do you remember Sayaka's story about a dagger?'

"The one with his name on it?"

'Yes. We researched some of your human lore on magic and similar things have appeared at times. Such objects are usually talismans of some sort connected to the being they name and often the source of their power and destruction.'

Homura took a moment to think for a bit. "Are you thinking it's like our soul gems?"

'Yes, I believe if the dagger can be destroyed it will also eradicate Rumplestiltskin or at least deprive him of his power.'

"You're making an awfully big assumption. What if that's not true?"

'I have a few other ideas about how to handle that situation if it comes up.'

Homura took a step toward Kyubey. "And?"

'I prefer to keep them to myself for now.'

Homura felt the intense urge to punt the Incubator across the room. First it forces her into helping it deal with its enemy, a being that Homura was fairly certain she didn't want to fight unless she absolutely had to and hitherto had been preparing for said fight only as a countermeasure, and now it wasn't sharing all of its plans as usual. She fought the urge down and turned toward the door. "Fine, I'll do it, but I have some thing else to do first."

'Very well. When you're ready pick a deserted place to be the battlefield and summon him by calling his name. I believe he won't be able to resist coming to you.'

Sighing, Homura opened the door and walked out.

Rumplestiltskin cancelled the scrying magic he had placed on the pond and cackled evilly. So the Incubator thought it had figured out his weakness? He had to give it some respect for coming close but it wasn't close enough. Still, he intended to go along, at least up to a point. As for the Incubator itself it wouldn't join the fight. The creature was in no way fit for combat and would prove to be a small threat. Still, as amusing as the creature was being, Rumple was growing tired of it. It wouldn't be long before Rumple gave his little gift to the Incubators, and once that was done they would wish that they had never come to this earth. But for now he would wait and make them think they were winning. And once they thought they couldn't lose... Rumple let out another chuckle and teleported away.

Homura was standing in Mami's apartment while the girl began fetching tea cups. She had asked to meet Mami to discuss an matter of utmost importance to Mitakihara's safety. She wasn't lying of course, Mami needed to know about Walpurgis Nacht too. But Homura's real reason for this meeting was far more dangerous hence the location. She wanted Mami in a place where she felt comfortable and would be less likely to try to kill Homura once the truth was revealed. Usually Mami didn't take it well and either tried to kill any of the magical girls around her or herself and Homura wanted to make sure no one else was around to get caught in the crossfire if a fight broke out. Fortunately Homura also had another weapon in her arsenal for dealing with the situation this time, one that she hoped would blunt the blow and keep Mami sane.

Mami placed the cups on the table and motioned for Homura to sit down and once she had did likewise across from her. "Ok, you wished to talk so what was it you wanted to talk about?"

Homura held her head down and closed her eyes for a moment to gather her thoughts and her courage. It hadn't been easy getting Mami to agree to this meeting as she had serious misgivings about Homura. Homura had in fact tried several times to set it up before Mami relented. Finally, she let out a sigh and began. "Within a week's time a powerful witch called Walpurgis Nacht will attack the city. It is unlike any witch you have ever fought. It doesn't need a labyrinth to entrap people and its power is such that it could destroy a single magical girl easily. I need your help to fight it."

Mami took a careful sip of her tea before responding. "And how do you know this?"

"Because I've fought it before, in another timeline."

Mami cocked her head to the side. "Another timeline."

"Mami, my power is to be able to stop time and after a certain point I can rewind time to a month before. I've been reliving this month countless times trying to beat this witch."

Mami closed her eyes for several minutes before opening them again. "I... see. That would explain some of the abilities I've seen you display. Being able to seemingly appear out of nowhere for instance."

"Yes." Homura looked down at the tea on the table and took a sip.

"You say you've fought this witch many times without being able to defeat it. If you had recruited myself and others in the past how is it that you think we would be a match for it this time?"

"In the past I haven't been able to recruit much of anyone most times. You and I for instance, we don't get along well and the same can be said for the other magical girls."

"Sayaka and Kyoko. Have you spoken to them about this?"

Homura nodded her head then took a breath. It was now or never. "I've spoken to Kyoko yes, but not to Sayaka, because she's no longer a magical girl."

Mami's eyes widened at the news. "What!? How?"

"There's a being here, one that I've never seen in the other timelines I've been in. I don't know why. He claims to be Rumplestiltskin and somehow he was able to break Sayaka's contract with Kyubey and restore her to normal."

"He claims to be a fairy tale character and he was able to break her contract?" Mami was shaking her head in disbelief. "That's crazy."

"Kyoko and I confirmed it ourselves and you're free to do so as well."

Mami closed her eyes again. "I see. And what happened to her wish?"

"It was cancelled as well." Homura had no intention of telling Mami about Kyosuke's death. It would only serve to unnerve her.

Mami sighed and finished her tea. "Very well, I will help fight this witch. Please tell me your-"

"There's something else you need to know Tomoe-san." It was rare for Homura to use honorifics when dealing with the other magical girls, but this time it felt appropriate. "It concerns the truth about the soul gems and the witches."

"What truth would that be Akemi-san?"

"Do you know why they're called soul gems?"

"Well they measure the amount of magical power we have left inside of us right?"

Homura shook her head. "That's not entirely incorrect, but it's not the whole truth either. Tome-san our souls are inside those gems. If they go too far from our bodies they cease to function. Our bodies become useless, dead meat."

Mami began to glare at Homura. "That's ridiculous! I should have known this was some kind of tri-"

Homura's hand shot out and grabbed Mami's. Unlike with Kyoko she didn't try to squeeze Mami's hand but merely held it and for once Homura dropped the mask. This timeline had just been too much. So many of her expectations had been shattered and not necessarily in a bad way. She couldn't stop herself and she couldn't afford to lose Mami now. She had to make a connection with the blonde and any emotional restraint be damned. "It's not a trick I swear to you. It happened to Sayaka. She was going to fight Kyoko on an overpass and Madoka threw her soul gem away. Her body collapsed and she didn't start moving until we put her soul gem back in her hand. I know it's hard to believe and you can talk to Sayaka to confirm it."

Mami regarded Homura for a moment then sighed again. "I would if you had brought her here or Kyoko for that matter."

"I couldn't bring them here, especially not Kyoko."

"Why?"

"Because I'm afraid." It was the first time she had admitted it. For so long she had been convinced that she could only save Madoka. That she had to abandon the others but for once, just once all of them were alive and well now and Homura was afraid, afraid to hope that all of them could be saved. And she was afraid that Mami knowing the truth would tear that dream apart.

"Afraid, of what?" Mami cocked her head again.

"Of what you'll do when you find out the truth." Homura had tears in her eyes now as she remembered the time Mami had killed Kyoko after Sayaka had turned into a witch and how Madoka had to kill her. "Every time you find out you either kill them or you kill yourself."

"Kill... I would never kill any of you!" Mami was taking it as an accusation just as Homura feared she would.

"You would if you thought it was to save us from a worse fate."

"A worse fate? Akemi-san you need to tell me what you mean right now! Stop being evasive!"

Homura took a deep breath knowing she couldn't hold it back anymore. What would happen would be. "Tomoe-san... Mami, do you know what is corrupting our soul gems? It's despair. When we use our powers we trade hope for despair and if we begin to despair on our own the process speeds up. The despair... it twists our souls and when the soul gem is completely darkened it mutates into a grief seed and our souls become witches. That's how witches are initially born into this world."

Mami was stock still for a moment. There was no look of horror on her face but Homura was still tense, ready to change if necessary just in case Mami broke again. Mami just kept looking directly into Homura's eyes with an even gaze. Homura could feel her heart pounding in her chest. The thought 'Please just once, please don't lose it!' kept going through her head ove and over again. Finally after nearly a minute she spoke. "You realize how ridiculous that sounds don't you? You're asking me to believe a lot on blind faith."

"I-I know. I may have seen it happen countless times but you haven't, not in this timeline anyways. Usually it's Sayaka, she can't take the pressure or she simply neglects to cleanse her soul gem and she ends up... I've had to destroy her so many times Mami. Every time she contracts I've had to give her up as dead. And it always hurts Madoka so much. But this time, this one time she's... and Mami there's you too. And Kyoko. I thought I had to give up on you all. I've seen you die so many times... Just once I want to believe that things could come out alright. I've been doing this for years Mami and... and... I know you've always been so lonely but, you're not alone this time. You have Madoka and Sayaka and even Kyoko if you choose to make up with her. And... you have me too for what it's worth. I don't want you killing yourself." The tears were flowing now and Homura couldn't stop them. The mask was broken completely and in it's place was a frightened, pleading girl. Her tears seemed to trigger Mami's motherly instincts. She got up, walked over to Homura, and hugged her.

"Regardless of whether I believe you Akemi-san, you certainly think it's true."

"Mami there's a reason I told you about Rumplestiltskin. I know that you usually end up killing yourself if someone isn't there to stop you but if you get to that point call him instead. I know your wish was to save yourself but a being that powerful should be able to save you after the contract is broken if you make it part of your deal with him. Save yourself and live a normal life. Get away from this horror."

"Akemi-san..."

"There's also something I have to do and I need you to do something for me if you would if I'm gone."

"Gone? What are you talking about Akemi-san?"

Homura pulled out something wrapped in a piece of paper and gave it to Mami. When Mami unfolded the paper the object turned out to be an apartment key. Written on the paper were several notes including an address and some instructions. "Ever since Sayaka mentioned this Rumplestiltskin I knew I might have to confront him at some point. He's gone after Madoka once now and I can't let him try again. I made sure to write down my plans, all of the defenses I've set up for when Walpurgis Nacht comes just in case I don't... Anyways I need you to make sure they get to Kyoko. The two of you are the most experienced magical girls in the city next to me, the only ones that can fight that monster. And make absolutely sure Madoka doesn't make a contract with Kyubey."

Mami looked at Homura suspiciously. "Akemi-San you asking me to make a deal with this Rumplestiltskin and now giving me this... you don't expect to live through this do you?"

"It's hard to believe I would given what Sayaka described. Anything capable of breaking a contract would have to be absurdly powerful. It doesn't matter though, I'll do whatever it takes to protect Madoka. Kyubey has a plan that might work, if it's correct."

"Kyubey... but if what you've been telling me is true he can't be trusted."

"It can't, but I have my own ideas in case the Incubator's plan fails. If I can't beat him then I'll just have to make a deal with him, assuming he'll listen."

Mami shook her head and held onto Homura's shoulders. "Akemi-san you shouldn't be doing this alone, let me come with you."

Homura held her head down. "I wish I could, but I need you alive for when Walpurgis Nacht comes. Kyoko can't beat it alone so I need you to stay here."

"Akemi-san..."

"I have no intentions of giving up. I've faced Walpurgis Nacht countless times and I'll do it countless more, whatever it takes to save Madoka. This guy isn't going to deter me from that, no matter how powerful he is. And if I have to go down it'll be fighting with everything I have." Homura got up and started for the door.

"I understand. And Akemi-san?"

Homura turned to look at the blonde. "Yes?"

"Good luck." Homura nodded, wiped the tears away, and left the apartment. Once she was gone Mami sent out a telepathic call. 'Kyubey.'

'Yes, Mami?' Mami turned toward the "sound" in her head. Kyubey was there in a darkened corner of the room. All she could see was the creature's red eyes shining ominously from the shadows.

Mami wore a nuetral expression but locked her gaze with Kyubey's. "Is what Akemi-san said correct? Tell me the truth."

'Everything she said is true. What will you do now Mami?' The creature Mami had thought was her friend, her confidant, the thing Homura had called an Incubator sat there its expression unchanging.

Mami closed her eyes and thought hard. She had killed many witches in the time since her contract began. How many of them were ascended familiars and how many were former magical girls that had given in to despair? She had no way of knowing. The only comfort she could find is that she may had ended the infinite torment those girls would otherwise face. Mami thought about what she would do next. Homura wasn't wrong, in these circumstances she would normally conclude that death was the better option to becoming a twisted monster forced to curse everything and everyone. But two things kept popping into her head preventing that line of thought from taking hold. The first was this revelation of a being that could break a contract. It provided an option she otherwise wouldn't have known about as frightening as Homura made him sound. The second was Homura herself. Mami had thought her a selfish magical girl concerned only with obtaining grief seeds and now she saw she had been very wrong about Homura Akemi. The horror in that girl's eyes... just how much pain had she endured? And yet still she was willing to push on, unwilling to give up. Her determination was ironclad and Mami had to admit it was also infectious. She couldn't give up either, not when Homura was fighting so hard for her happiness.

Mami did however need to deal with something. "Kyubey."

'Yes?'

Mami fixed a harsh glare on the Incubator. Any normal person, even Homura would have backed away from it, but Kyubey simply awaited her answer. "If I ever see you again, I'll kill you myself. And if you harm my friends anymore I'll make you suffer for it."

'You don't have the means to do either of those things so your threat is pointless Mami. But I know when I'm not wanted.' Kyubey then disappeared.

Mami got up and prepared to go out. She had a job to do.

Homura walked toward the abandoned factory. It had a large shipping courtyard that used be used for transporting steel throughout Japan. It was the perfect place for a battle, secluded within the old derelict industrial sector where there wouldn't be any bystanders. The police wouldn't care too much if someone managed to report gun fire and she was certain she could get away before they arrived. She reached the courtyard and looked around to make absolutely sure no one else was there then transformed. The courtyard was surrounded by a chain link fence. Passing through the entrance, she looked up at the top of the factory and saw the Incubator standing there, its eyes glowing in the blackness. 'Kyubey, you better be right about this.'

'There is only one way to find out.'

She let out a huge sigh then called out. "Rumplestiltskin!"

She saw a plume of black smoke appear from the opposite end of the courtyard and when it cleared she saw the man Sayaka had described. He had a twisted little smirk on his face and in his hand was the dagger. It looked exactly as Sayaka had to explained to them with its intricate markings and Rumplstiltskin's name emblazoned on the blade in black english letters. "What do you want dearie?"

Homura didn't hesitate, she immediately stopped time, pulled out two pistols and unloaded a barrage at the dagger. When time started again the bullets slammed into the blade knocking it from Rumplestiltskin's hand and causing it to land several feet away. Homura had hoped the bulletes would have been enough to break the blade but no, that would be asking for too much. Homura stopped time once more and ran up to the dagger aiming a barrage at near point blank range.

Time started once again and the bullets struck their mark. This time Homura noticed a crack running along blade. One more good blow should break it. She brought her foot down on the dagger with all of her might and felt satisfaction course through her as the blade broke in half. She turned to see Rumplestiltskin standing there, that same irritating smirk on his face. He gave a little evil laugh and disappeared in another plume of black smoke. Homura looked around while cursing at herself. Kyubey's plan had failed. Clearly the dagger wasn't like a soul gem or Rumplestiltskin would be dead now. And now she had to figure out a way to keep fighting or at least keep him from killing her long enough to try to convince him to make a deal with her.

She saw him appear some fifteen or so feet away. A fireball appeared in his hands and with a snicker he launched it at her. Homura stopped time once again and moved out of the way but when she turned and looked at where Rumplestiltskin should be standing he was gone. Panic began to surge through Homura as she frantically looked around for him. She had stopped time for everyone but herself. Unless she touched him he shouldn't have been able to move. She was certain he had been there when she'd activated her power so how could he...? Her thoughts were interrupted when she heard his voice behind her. "Stopping time is quite the useful little trick isn't it dearie? One I've been known to use on occasion."

Fear and fury began to throb through Homura's heart. He'd been playing her the whole time! She canceled her time stop and whirled around to face him only to see him wave his hand and as he did so the pistols she was holding turned into dust. With another wave of his hand a purple field closed around her and she found herself unable to move. The smirk returned to his face followed by an evil cackle that actually sent a shudder through Homura.

"Did you think it would be that easy to destroy me dearie? For a "magical girl" you know very little about actual magic. Magic can't be destroyed, only transformed." He reached into his reptile skin coat and pulled out another dagger that looked exactly like the one she'd just destroyed. "This is the real one and no, destroying it won't kill me."

He came toward her slowly, the dagger at the ready. The smirk never left his face and his golden eyes bored into Homura's like those of some predator ready to strike at any moment. "I must admit you've been helpful in preventing Madoka from contracting with the Incubator up to this point and you've been quite amusing too, but I'm afraid you're usefulness is at an end." With a flick of his hand her shield was torn away from her leaving her soul gem exposed.

He continued to advance toward her clearly savoring the panic obvious on her face as he did so. He gripped the dagger tightly and made ready to stab it through her soul gem. Homura began to say a silent prayer. 'I'm so sorry Madoka...'

Rumplestiltskin's hand moved forward and time seemed to slow of its own accord. Homura saw the blade moving toward her soul gem only to see a flash of white next. Time resumed its normal pace for Homura and she saw that Kyubey had jumped down onto Rumplestiltskin's hand. It sunk its teeth deep into his scaly, golden flesh and Rumplestiltskin screamed dropping the dagger as the spell holding her broke and she could move once more. She heard the Incubator's voice in her mind. 'Grab the dagger, now!'

Homura didn't have time to think, she dove for the dagger as Rumplestiltskin tore Kyubey off of his hand and threw the Incubator into the side of the building with a loud "thwack!". She couldn't be certain but she thought she heard him scream something like "Not again!" but her focus was on getting the dagger. Her hands closed around the hilt and she rolled to the side quickly getting up to see Rumplestiltskin moving towards her a look of pure malice on his face. Not knowing anything else to do and running on pure adrenaline she brandished the dagger at him and screamed. "Stay back!"

And for some reason Rumplestiltskin did. He took a step back as if hit by some kind of invisible force. Homura looked at him confused. "Why did you just...?"

She started alternating between looking at him and the dagger in her hand and finally she understood. "Wait, this... this controls you doesn't it? Answer me!"

Rumplestiltskin glared at her with hate in his eyes. "Yes, it does."

She saw Kyubey pick itself up off the gound and move toward Rumplestiltskin. 'That was most unpleasant, but necessary. In any case if the dagger is not a soul gem for him then perhaps it is what is needed to kill him.'

Homura looked at Rumplestiltskin and thought for a moment he had somehow gone pale. "Is that true, would this kill you?"

A malignant sneer appeared on Rumplestiltskin's face. "Yes, but it comes at a price."

"What price?"

"If you kill me it will be your name on that dagger. You will become the new Dark One with all that entails." Kyubey cocked its head to one side at this, then the other side next, then looked at Homura. She could swear that its eyes were glowing more normal.

"You mean I would have all of your powers?"

"Yes."

The thoughts ran through Homura's head and she had to admit they weren't something that she necessarily disliked having. If she had all of Rumplestiltskin's power what couldn't she do? He could free the girls of their contracts so she would be able to as well. She could save all of them, Mami and Kyoko, even Madoka if she made a contract. Moreover she could do it for any magical girl all across the world potentially. She could bring the Incubator's plan crashing down around their heads. She might even be able to do something to them directly, find some way to punish them for what'd they done to her and the others. And all she'd have to do is run this monster through with his own blade. She took a step toward him.

Rumplestiltskin's sneer grew even more severe and he began speaking through clenched teeth. "I know what you're thinking. You're thinking about all the good you could do with my power but it doesn't work that way. Being the Dark One is a curse, not a blessing and you can't simply help people. It always has to come with a price. Moreover you'll eventually lose the thing you love most, just like I did."

'Madoka.' The thought slammed into Homura's brain like a runaway subway train crashing into the terminal. If she became like this thing she'd have to trick and press her friends to make deals just like he did. She would have to become a monster one perhaps just as bad a witch. Madoka would never forgive her she was certain of that. She couldn't kill him, but right now she didn't need to. As long as she had the dagger she was in control of him. So instead of killing him she decided to pump him for information. "What's your plan, why did you need Sayaka's corruption?"

"It's an ingredient for a spell I need to cast."

"What kind of spell, tell me everything!"

"The witch that's coming, Walpurgis Nacht. Its power is immense, but that power can be bound and used. I intended to absorb it into the dagger."

Homura couldn't contain the shock from showing up on her face. "Bind Walpurgis Nacht? Take its power and use it for something else? What could you possibly need that power for?"

Rumplestiltskin's glare intensified and he began slowly moving toward the entrance of the courtyard. "I need it to travel to another realm, another world."

"Stop." The command halted Rumplestiltskin in his tracks and Homura moved so she could see both him and Kyubey. "You come from another world don't you, why would you need this power to travel to another one?"

"Traveling to other worlds isn't as simple as you think. Even getting to this world took some effort. And the world I plan to go to is special."

"Special, how?"

"It's a world without magic."

But Rumplestiltskin was a being of magic wasn't he? Why would he ever want to go to a world without it? Wouldn't he be powerless there? "Why do you want to go to this world?"

Rumplestiltskin visably clamped down on himself trying to resist the command. The hatred in his eyes could practically burn through Homura and if he were clenching his teeth any harder they would start to shatter. Clearly this was something very dear to him. But Homura wasn't prepared for what he said next. "To... find... my... son!"

"Your son? The one you love most?"

"Yes!" The vehemence with which he said it showed how angry he was at this personal truth being violated by a complete stranger but for Homura it had a different effect. One she never would have thought possible toward such a creature: pity. She couldn't help it, there were some similarities in their goals. He had been trying to find his son, just like she had been trying to save Madoka. Both of them were trying to save the one they cared about most in the world. In that moment Homura saw not the monster, but the man behind it. A man as weary of his struggle as she was hers if not more so. Homura let out a tired sigh.

"Very well, I'll help you."

Rumplestiltskin's expression changed from hatred to confusion. "What?"

"You're trying to save the one you care about. I know how that feels. You've been doing it for a long time haven't you? So I'll help you, but... I have conditions." The sneer returned to Rumplestiltskin's face.

"Don't think you know me girl!"

"You were trying to get Madoka to agree to a deal and I doubt you would have done anything good to her if she kept refusing you. So first, no more deals except the one I'm making to you now while you're here in this world understand?"

"Yes."

"Second you can't harm Madoka or myself, not ever got it?"

Rumplestiltskin glared at her with more hatred than she thought anyone could possibly possess. "Yes."

"Finally I'm keeping this until it's time for you to cast that spell. No trying to take it from me. I don't trust you one bit. Once you've cast your spell you'll be free to find your son assuming the spell won't hurt anyone in casting it, will it?"

"No, just the witch."

"Good, now then-"

"Homura-chan!"

Homura winced and turned to look seeing Madoka running into the courtyard. "Madoka what are you doing here?"

"K-Kyubey said you were here and in danger."

"And you just listened to him and ran into a dangerous situation after all you know about him? Why Madoka!? What did you think you could accomplish!? I'm fine but if I wasn't what do you think would happen to you!?" Homura's chastisement caused Madoka to take a few steps back.

"I-I'm sorry Homura-chan I just wanted to he.. wait why do you have that dagger Homura-chan? Isn't that the dagger of Rumplestiltskin's that Sayaka..."

"Yeah, it is. Don't worry, it controls him. He can't hurt us." Homura moved away from Madoka and fixed her sight on Rumplestiltskin and Kyubey. "In fact he can help us now. He can keep you from needing to make a contract with Kyubey. Let me show you. Rumplestiltskin, you once cast a spell on Sayaka to prevent her heart and soul from being stolen correct? Cast it on Madoka now."

"W-What are you doing Homura-chan!? He's evil! You can't possibly be thinking of using his powers to..."

"It's alright Madoka. He can't hurt you. Just let him do it and you won't need to worry about Kyubey tempting you anymore."

"That's not the point Homura-chan, I don't want to rely on that kind of dark power." Madoka began to step back with fear clearly on her face.

"That dark power you're talking about is what saved Sayaka from becoming a witch Madoka. She would have become a monster and we would have had to kill her if not for it. Now just let him cast it!"

Rumplestiltskin teleported next to Madoka and a green aura began to glow around his right hand. "Stand still girl, this will only take a moment."

"NO!" Madoka threw her hands out and a flash of white light appeared and blasted Rumplestiltskin back several feet. Homura's jaw practically dropped to the floor in astonishment and she looked at him.

"What the HELL was that just now!?"

"Light magic. " Rumplestiltskin began to pick himself up off the ground. "She's the savior, she has the potential for it."

"How is it that I've never seen this before!?"

"She's lacked the confidence up to this point to use it."

Madoka could cast magic? How the hell had Homura missed it for so long? With that kind of power she might have been able to take on Walpurgis Nacht without contracting with Kyubey at all. Homura silently cursed at herself thinking of all the times she'd seen Madoka sacrifice herself without knowing what she could do naturally. "Well, what are you waiting for? Try casting it on her again."

"I can't. The spell will only take if she wants it to."

Homura shook her head. "Look Madoka just let him cast the prot-"

"I said no Homura-chan!" Madoka shook her head. "Making a contract with Kyubey is my choice to make, not yours." Kyubey sauntered over to stand next to her its unchanging smirk driving Homura into an almost homicidal rage.

"Madoka, you know what that thing wants to do you! What it tried to do to Sayaka! What it's doing to Mami and Kyoko and me! How could you possibly still be entertaining the thought of making a contract with it!?" Homura could feel the heat coming off of her face and knew it was completely flushed with anger.

"Right now I don't intend to, but if that situation changes I want to be able to make that choice."

"But you don't need to now! With Rumplestiltskin's power I can make sure that you'll never have to risk your soul! I'm just trying to protect you, why won't you let me do that!?"

"Why won't you trust me!?" Madoka had tears in her eyes now.

"Because you'll just sacrifice yourself like you always do! You'll think you're doing the right thing but it will destroy you!" There were tears in Homura's eyes too.

"You mean in the other timelines, don't you Homura-chan?"

"Huh!? How do you...?"

Madoka glanced at Rumplestiltskin who had moved next to Homura. "He told me."

Homura's gaze moved to Rumplestiltskin and her eyes narrowed for a moment. "You bastard."

"It's not my fault you weren't willing to tell her."

Homura turned back to Madoka. "Look Madoka all I want to do is protect you. I don't want you sacrificing yourself. If anybody should be sacrificed it's me. I can't be saved."

"That's right isn't it? I can't afford to have my contract broken by you?" Rumplestiltskin gave her that irritating smirk again.

"Well dearie that depends on what your wish was."

"My wish was to be able to go back in time to when I first met Madoka in order to save her."

Madoka gave her a concerned look. "Homura-chan, you made your wish on my account?" Homura however didn't answer.

"Well then if your contract was broken and the wish nullified either you would return to your original world or..."

"Or?"

"Or the memories of all the Homura Akemi's you've been replacing will become active at once in your head. How many times have you been repeating this month? A dozen times or maybe it's closer to a hundred? So many clashing memories in your head all at once. It would be enough to drive you mad." Rumplestiltskin let out another evil chuckle.

"Homura-chan." Madoka walked over with that warm smile Homura knew so well and put her hand on Homura's shoulder. "I don't think you should be sacrificed either and I don't think you can't be saved. If there's dark creatures like him then maybe there's good ones too somewhere that can help you."

Homura shook her head. "Even if there are we have no idea who they are or how to contact them." She pointed at Rumplestiltskin. "He's not even from this world."

The smile didn't leave Madoka's face. "I see, but that's not a reason to abandon hope Homura-chan. You've worked so hard to protect me in all of these worlds you've been to and I don't even remember what you did. I need to thank you for that."

"Madoka... please... just this once let me protect you. Let me stop you from making that contract. It's what you asked me to do in one of those worlds."

Madoka looked down for a moment. "I'm sorry Homura-chan, I can't. It has to be my decision."

Homura was looking at her with tears in her eyes. "Why do you have to be so stubborn?"

It felt like they were taking opposite sides in some bitter war. This was the last thing Homura wanted. She wanted to be at her best friend's side, not fighting against her. But how else was she supposed to protect the foolish girl? She wouldn't even listen to the regrets of another version of herself. How was Homura to keep Madoka safe if not to take the choice away entirely? Madoka was just too sefless, too prone to martyring herself. If the option was there she would take it sooner or later.

"I'm sorry Homura-chan." Madoka turned to leave and Homura put her hand on the girl's shoulder.

"Wait. There's one last thing I'd ask you to do." She looked at Rumplestiltskin. "You're going to teach her how to use her power."

Madoka turned to look at her. "Homura-chan I..."

"He said it was light magic, not dark Madoka! And it's a talent you naturally have so you should learn how to use it. And maybe, just maybe you won't need to make a contract after all."

"I... ok, I can accept that Homura-chan." Homura hugged Madoka hard. "I... can't... breathe... Homura... chan."

"Sorry." She released her grip on the girl and looked around. "We should be going."

"No, there's one more thing I have to do." Rumplestiltskin however had moved close to Kyubey who was regarding him with its usual. There was an insane, malicious glint in his eye. "You..."

Before Homura could react Rumplestiltskin gestured with his hand. Kyubey was grabbed by some kind of force and thrown into the side of the building again. This time there was a sickening,wet crunch as the Incubator's bones broke and blood splattered on the wall. The corpse fell to the ground with another wet thud.

"Kyubey!" Madoka made to run toward the Incubator's body but Homura stopped her.

"Wait, he's not dead."

Madoka looked at her with shock. "Huh?"

"Just watch, you need to see what you're dealing with." She glared at Rumplestiltskin. "And you... never do that while you're here in this world again!"

Rumplestiltskin sneered at her as Madoka turned back to look at the Incubator's corpse. Another Incubator or rather Kyubey itself in another body appeared out of the shadows. It walked up to the its ruined former body and began to devour it. Madoka took a step back and clapped her hand to her mouth as if she was going to be sick. Homura however watched the scene with casual disinterest. She had after all seen this happen many times before. When the Incubator had finished its "meal" it turned and regarded Rumplestiltskin with its unchanging expression again. 'What was the point of that display?'

Rumplestiltskin's face was full of pure malice and Homura and Madoka actually took a step back upon seeing it. He spoke to the Incubator through his clenched, rotten teeth. "That was a warning. You cost me dearly today Incubator. Someday soon I will make you pay for it."

Kyubey however didn't react at all. 'Your threat is meaningless. You can't kill me.'

Rumplestiltskin took a step toward the Incubator. While it didn't react Homura got the frightening feeling he was about to do something horrible to the creature. The only thing that stayed her hand was that it was Kyubey being targetted. Still, Madoka wouldn't like it if more harm befell the Incubator so she held the dagger tightly, ready to put a stop to whatever he was planning if necessary.

"I don't need to kill you to make you suffer." Rumplestiltskin then directed his gaze toward Homura who felt the cold fear from before turn into white hot panic. But instead of doing anything to her Rumplestiltskin simply said one thing before teleporting away in another giant plume of black smoke. "Either of you."

"Homura-chan?" Madoka had placed her hand on Homura's shoulder and she realized that she was shaking in fear. She couldn't help it and was trying desperately to stop it to no avail. What she had seen directed toward her in this gaze was a hatred without end and a madness beyond comprehension. She had defiled one of his most treasured secrets and she was certain he would do everything he could to enact revenge for it. She'd have to control him until he left this world but would she be able to give him the right commands to keep him from somehow lashing out? She stared down at the dagger in her hand and as she focused on the black, cursive letters that spelled out Rumplestiltskin's name she voiced the one thought that was racing through her head:

"Madoka... what have I gotten myself into?"

Madoka hugged her from behind. "I don't know Homura-chan."

Author's Notes: So here we are at the end of chapter 6 which is driven by two questions. The first is "How do you deal with an invincible or near invincible villain?". The answer is you make them defeat themselves. It's a tired cliche true, but gets used so often because it is so effective. It allows you to not only set up a powerful, intimidating villain, but also to sow the seeds of their own defeat within their actions. And the most common way that this is executed is in showing their arrogance. Rumplestiltskin is full of it. He can't be harmed by normal or even magical weapons and unlike in the Enchanted Forest there's not even the secondary option of the special squid ink that can bind him temporarily. So as a result he's been quite full of himself throughout the story and it comes back to bite him hard in the form of his other weakness: his dagger. Having a talisman or device that can either control or nullify a villain's powers is another often used cliche again because it is so effective. Not only do you now have something that the heroes can use to bring the villain low, but you have the opportunity to explore what it is and how it fits into the villain's backstory.

The way Homura gets the dagger is nearly a copy of what happens to Rumplestiltskin in the fourth season of Once where Anna gets it much to his chagrin. There is however a key difference though. Anna simply rattles off enough commands to protect herself and her loved ones as well as fixing what Rumplestiltskin did and getting her back home. Homura on the other hand is trying to actively use and control him. If someone gets his dagger Rumplestiltskin appears to be completely helpless. We see what can happen to him in the third season of Once when someone smart and evil, in this case Zelena, gets hold of the dagger and uses it to make him do whatever their sick mind desires. He has to follow their orders no matter how distasteful. However it's also shown that he still has his wits and that he can have some autonomy when carrying out orders. As Baelfire mentions at one point in that season Rumplestiltskin is the king of finding loopholes and so although Homura does have him in a corner making Kyubey the villain ascendant and setting up that switching villain dynamic I mentioned in the previous chapter, how well she has him cornered is definitely in dispute. She's nowhere near as smart as Zelena and she's definitely not evil enough to think to impose the kind of harsh restrictions and psychological manipulation that Zelena had to in order to keep the Dark One chained at least as Homura is in this story.

Speaking of Kyubey and the Incubators, what about them? The fact is that despite not having emotions they too show a rather obvious example of arrogance in the series with Kyubey dismissing Homura's ability to do any real harm to him after killing his body just as he does repeatedly in this chapter. And with his lack of emotions it's not like Homura can attack his mind either. He seems unassailable. And while Kyubey never pays for that arrogance directly in the series he definitely pays for it in Rebellion when instead of killing him and the rest of his race she instead enslaves them and breaks their minds. At that point Homura had realized that harming the body was one thing, but inflicting a fate worse than death was another. The end result being that the entire Incubator race now has to fight the evils of the world at Homura's whim and they've been driven insane by having to deal with all the emotional pain they inflicted on the magical girls in the past. I'm also trying something a little different with Kyubey this time around. Up to this point I've focused mostly on what the Incubator's hive mind and the splinter thereof that is Kyubey are thinking. This time I'm trying to focus on some of the visual aspects that are used with the character in PMMM. There's a lot of very specific light and shadow effects around Kyubey some of which hint at the truth about him early in the series and others that emphasize the horror of him later on. It's kind of appropriate since it's usually a little before this in the series that he drops the pretense of being a cute mascot and starts going full on demonic. And yes, that little bit with Kyubey when Rumple reveals Homura would become the new Dark One after killing him is the closest Incubator equivalent to him pissing himself. Homura becoming the Dark One would in general lead to excruciating torment for the Incubators. She'd quickly fall to the darkness and do something hellish to them, much as she did in Rebellion. Heck it would probably be worse than what she did to them in Rebellion. And even though he pulls the same stunt on Rumple that he does to Homura and Mami, he knows that Rumple may well be able to do something nasty to him though what he can't really tell so Rumple actually calls his bluff afterwards though of course to no reaction.

So what's the second question this chapter is based around? It's "How far would Homura go to protect Madoka?" and the answer to that is however far she thinks she needs to. I mentioned Rebellion before and you can look at this chapter as my look at Homura as she appears in Rebellion. We see in the series that she's willing to fight anything and do anything, even to the point of trying to kill Sayaka to save Madoka either from her fate or from feeling pain. In Rebellion this drive of hers goes even farther beyond that. She's willing to defy Madoka's will, steal her powers, and impose her will upon reality in place of Madoka's all to give Madoka a chance to live the life she was denied by fate and her wish. This attempting to impose herself on Madoka actually exists in the series too with her trying to cajole and even command Madoka at times not to make the contract with Kyubey. In essence Homura tries to rob Madoka of her own agency, her ability to choose what to do with her own life. At the end of Rebellion this leads to them effectively becoming enemies despite this being the last thing Homura wants. Still, she goes through with it because she believes she knows what's best for Madoka. I wanted to show that aspect of their relationship leading to how the scene between them in this chapter played out.

Also what we see in Rebellion is effectively what happens when Homura is just pushed too far. Knowing what the Incubators are planning to do to Madoka and the world she sacrificed herself for combined with some of the things an amnesiac Madoka says to her pushes Homura to the rash actions she commits at the end of the film. Effectively she has a complete breakdown of sorts. I thought 'What if Homura had a different kind of breakdown, one that was a little more positive in the sense of bringing down her wall?'. This is what lead to how she deals with Mami in this chapter with Homura revealing her fear and vulnerability thus bringing Mami's motherly side out and it carries over into some of her reactions later. Basically things are going so good for her at that point that she's desperate enough to destory that defense mechanism of hers to keep this rekindled fantasy of a perfect happy ending for all of her friends alive.

For music the break out piece is Homura's theme "Puella in Somnio". "Dealing with Rumplestiltskin" from the Once soundtrack helped again too. The next listing is going to be a bit odd though. There are three tracks from the Before the Fall:Final Fantasy XIV soundtrack that's available on Itunes that really helped me picutre the fight scene. Those are "A Light in the Storm", "Footsteps in the Snow", and "Oblivion". The fight scene isn't much and it was going to be a curbstomp one way or another anyways but hearing those songs I couldn't help but think they would make awesome music for a magical girl fight scene, either between two magical girls or one and a witch.

The Once title capture for this chapter is Mami's table with two cups of tea on it. The next chapter should be the last one unless it balloons like the third one did which may well happen. The title is something of a spoiler too so I'm going to keep it hidden for now. As always, please rate, favorite, follow, and comment. I'd like to get a lot of input on this so I can improve in the future!