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 7: The First Day

Homura looked over the assemblage gathered at the abandoned factory. Madoka, Mami, Kyoko, and Sayaka were standing in a circle talking. Madoka and Mami were talking about the point of this meeting: Madoka's first "magic lesson". Kyoko meanwhile was trying to cheer up Sayaka and failing badly in part because Sayaka was staring at one of the two interlopers to what should have been a happy gathering: Rumplestiltskin, who was standing away from the group looking at them with annoyance. The second interloper was Kyubey, whose presence Homura was allowing grudgingly. Part of her hoped that by seeing Madoka's powers and her ability to defend herself the Incubator would be deterred from trying to contract with her though the pragmatic side of her brain knew that simply wasn't going to happen. Kyubey would never let go of Madoka, he never did. All in all the gathering was quite surreal to Homura. She'd never expected to see all five of the magic girls of Mitakihara gathered together for anything frankly, not after so many disastrous time loops filled with death and corruption. To see them all joined in some common purpose lifted her heart though she did her best not to show it.

Homura took another glance around the empty factory building. She had decided it would be an ideal place to train Madoka. It was secluded and large enough to contain any "accidents" that might occur. Few people ever came into this part of town and anyone who did would be dismissed as either crazy or high if they managed to see something and tried to tell anyone. Apart from the broken windows and outside graffiti there was little wrong with the structure. Taking a final glance at the group she walked over and cleared her throat. "It's time to begin."

Mami, Sayaka, and Kyoko broke the circle and sat down on a blanket Mami had brought facing the middle of the room which Madoka and Rumplestiltskin were approaching, the former hesitantly. Homura herself sat down next to Mami while Kyubey moved over and sat next to Kyoko who gave the Incubator a disgusted look then pulled out some pocky to chew on. Rumple meanwhile flashed Homura a look of annoyance. "I work better without an audience."

"Homura sighed and flipped her hair with one hand while holding Rumple's dagger in the other. She'd already determined that she wasn't going to let him train Madoka alone. "I already told them they could come and I'm always going to be here regardless, now just do it."

Rumplestiltskin looked down at Madoka with his hands crossed over his stomach. She was shaking and glanced over to Homura who gave a slight nod. Madoka then turned to look at Rumple for a moment before closing her eyes, taking a deep breath, and opening them again. "Ok, I'm ready."

"Good." Rumple began to slowly circle Madoka like a shark while the frightened girl turned in step to keep him in sight. "Magic comes from belief, but to wield it with any real degree of control requires conviction and will, something that hitherto you haven't shown much of. There are many kinds of magic in the realms each with their own distinct properties and specialties. Dark magic for instance gets its power from negative emotions such as anger and-"

"I don't want to learn dark magic!" Madoka was glaring at Rumple now who ignored her and continued circling.

"Of course not, you wouldn't be good at it anyways. Your talent lies with light magic which can be used to protect, heal, and drive away dark forces. It comes from a need to help others, to protect and nuture."

Madoka's hand shot up, likely an involuntary reaction from having just been in school. "Sensei, I have a question."

Rumple gave her a confused look. "Sensei?"

"Ah, it's a word we use for a teacher." Madoka looked at him sheepishly as a thin, somewhat pleased smile crept onto his face. "Anyways I was wondering, can it be used to resurrect someone?"

Homura glanced over at Sayaka who had visibly tensed up. So Madoka was thinking of bringing Kyoksuke back for her? Somehow Homura didn't think that would go very well if it could be done. Kyosuke would still be with Hitomi and it wouldn't erase the fact that his death came in part because of her wish and it being cancelled.

"Magic can do much, but not that! There are rules. You can't bring someone back from the dead, you can't make someone fall in love, and you can't change the past." With that last one he shot a glance at Homura who narrowed her eyes in response. Sayaka held her head down and shook while Kyoko placed a hand on her shoulder for support. Homura knew it wasn't just the first rule that had unnerved her. The fact you couldn't make someone fall in love drove home the point that she had been wrong to make a wish in the first place.

"So what am I supposed to practice first sensei?" Rumple stopped circling and held his hand up with the palm up. A puff of black smoke appeared and after it cleared there was a black stone in his hand.

"Finally ready to jump in then? Good. Your first task will be a minor bit of will working. I want you to use your magic to transport this stone from my hand to yours. Now focus, hold up you hand and will the stone into it." Madoka held up her hand as instructed and focused on the stone for nearly a minute and nothing happened.

"Concentrate... picture the stone appearing in your hand!"

Madoka closed her eyes. Her breathing became slow, rhythmic. This went on for minute, then two. Rumple stared at her intently. Everything was silent, even Kyoko had stopped chewing on her pocky. And... nothing. Madoka let out a deep sigh and opened her eyes. "It didn't work."

Rumplestiltskin glared at her. "You're not digging deep enough. Not using your emotions. Emotions are power. Memories are power. Tell me, what were you feeling when you pushed me back?" He took a step towards her and Homura gripped the dagger tighter ready to stop him the moment she felt she needed to.

Madoka's eyes had widened. "I-I wanted to protect myself."

"Yes?"

"I wanted to save myself."

"And?" He took another step towards her.

Madoka closed her eyes and cried out. "I wanted to get rid of you!"

Everyone gasped and Rumplestiltskin grinned as the stone disappeared in a puff of white smoke only to appear in Madoka's hand a second later. She opened her eyes and looked at it dumbfounded. "How...?"

"You used your emotions and let your instincts guide you to the power. Now... do it again, just as you did before!" He waved his hand and the stone reappeared in his grasp.

Madoka closed her eyes tightly and seemed to concentrate hard. She lifted up her hand palm upwards and within a couple of seconds the stone disappeared and reappeared in her hand again. She looked at it and a smile broke out on her face as everyone but Rumple, Kyubey, and Homura clapped. Homura simply nodded and allowed a small smile to cross her face. "Well done, Madoka."

Rumplestiltksin let slip a bemused cackle. "I am impressed. It took Regina several days just to manage even that."

Madoka looked up at him. "Regina, who's that?"

Rumple had another smile on his face but Homura got the sense that it was hiding something. "No one you'd recognize dearie, or want to meet for that matter. In any event you're far from done yet. This time you'll not only bring the stone to you, but also place it back where you found it. Magic is like any other skill, the more you practice, the more it becomes reflexive. And from there you can build on it." He waved his hand and the stone disappeared only to reappear in the middle of the room on a simple table.

And so it went for about three hours. Rumple would give Madoka a simple task which she would struggle through for a while, sometimes minutes until eventually she managed to perform it. Most of them involved manipulating objects, teleporting them around or making them float in the air. Occasionally he would make comments and verbally push to her to act out in some way to get the magic to work but it always did in the end. Homura was actually quite impressed with Madoka's progress. From the way he was explaining and reacting to her accomplishments it seemed Madoka was picking things up very quickly.

As the lesson wore on the girls began to talk. Even Sayaka started to join in. Much of the conversation focused on what Madoka might be able to do and what would be taught next. Kyoko wondered if Madoka could conjure food from nowhere. Sayaka wondered if she could cure some fatal illness or travel anywhere in the world. Mami, the most pragmatic one wondered if she could simply will a witch into nonexistence. Even Homura wondered if she could learn to travel to other dimensions or appear to be someone else. The only exception to this banter was Kyubey who stood completely still, never taking its eyes off of Madoka for a single second. Homura didn't like it one bit, the Incubator was obviously planning something though what she couldn't begin to fathom. She did get the distinct feeling though that Kyubey wasn't concerned in the least with what Madoka had managed to accomplish and that made her worried. The Incubator might not be capable of fear or panic, but it could still be caught by surprise and forced to think quickly neither of which was happening. And that meant it believed it had full control of the situation. Homura hoped fiercely that it was overestimating the extent of its grip.

As the sun began to go down it was time to wrap up. They would walk together until they were in a safe neighborhood then Mami and Kyoko would follow Homura to her apartment to go over battle plans while Sayaka and Madoka went home. Madoka walked up to Homura and hugged her. "Thank you for this Homura-chan! For once I-I actually feel special."

Homura returned the hug a tear threatening to loose itself from her eye. "You've always been special to me Madoka."

Homura then walked over to Rumplestiltskin and motioned him away to the far corner of the room. She noticed Kyubey was paying attention to them but didn't have a way of stopping him. She had to know just how good Madoka's progress was and as impressive as it had been to her, she knew nothing of this magic to truly gauge Madoka's ability. "Well what do you think?"

Rumple regarded her neutrally. "About?"

"About Madoka. How good do you think she'll get?"

He smirked at her and moved his hand slightly. "You mean will she be ready to take on that witch in a week? No dearie, she will not. She may be one of the quickest learners I've ever dealt with but it would take a least a month for her to handle a minor dark spirit. It would take at least a year before she could handle a regular witch on her own. The best she could do to that thing is irritate it momentarily."

Kyubey cocked its head to the side while Rumple gave her a deadly look. "But that's not the point is it? We have our deal and I will fulfill my part. Don't try to break it dearie, for your sake. You already forced me to admit to something very personal and our deal is the only reason I'm not trying to find a way to kill you right now."

Homura shook her head. "Don't worry about our deal. You get your shot first. I'd rather put you in the line of fire than my friends. If you do what you say you can do then you can find your son. Even if you can't I'll let you have your freedom as long as you leave this world and never return. And I won't tell anyone about your secret. I don't like people prying into my past either. I can't say the same for Kyubey though I can't think of a reason why he would."

A twisted smile appeared on Rumplestiltskin's face. "Speaking of the nuisance, don't worry about what it's hearing. As far as its concerned Madoka is the greatest up and coming sorceress of this age."

Homura just shook her head and walked toward her friends as Rumple gave the Incubator an evil smile and a wicked chuckle before disappearing in a plume of black smoke. Kyubey itself also left as the group left the building.

Homura, Mami, and Kyoko were at her apartment pouring over the city maps and various battle plans Homura had made up. Mami was drinking a cup of tea as usual while Kyoko seemed to be eagerly looking at all of munitions layouts Homura had drawn up. Given the extra leeway Kyubey had given her with its lack of focus early on, Homura had been able to gather a sizable arsenal which she had been slowly planting in strategic locations ready to unleash on Walpurgis Nacht when it inevitably showed up. Homura was pointing out each of the hiding places. "I have explosives set up here, here, and here."

Kyoko let loose an appreciative whistle. "Where did you get all of this firepower?"

"Stopping time is a great way to lift a few things from the JSDF, and the Yakuza for that matter."

Kyoko grinned and nudged Mami. "Mami, remind me not to piss her off next time. I think she might be packing more heat than you." Mami gave a small smile and shook her head.

"Akemi-san this is quite impressive. I will admit I thought the idea of you coming back in time was a bit far fetched but seeing this it's clear you've faced this witch multiple times. I'm surprised you've survived as many times though. This witch seems unthinkably strong."

Homura held her head down. "Most of the time it was because Madoka..."

Mami put a hand on Homura's shoulder. "This time she won't Akemi-san."

Homura nodded and continued. "Anyways even though this is the backup plan we need to learn it well. If something goes wrong with the primary plan we need to be ready to fight for our lives. The good news is we should have enough grief seeds to make it through provided we're careful about our magic consumption over the next week."

"Yeah about that." Kyoko cringed for a moment. "What's tall, creepy, and ugly supposed to be able to do to that thing, turn it into a mouse or something?"

Mami took a sip of her tea. "I was wondering the same thing. How could he ever deal with a witch like that? He seems powerful yes, but I've yet to see anything that suggests he has the ability to destroy a witch this powerful."

Homura sighed. "I know it sounds ridiculous but he has a way of nullifying its power."

Mami raised an eyebrow. "Which is what Akemi-san? You can't expect us to trust you if you're not willing to tell us everything."

Homura looked away for a moment, sighed, then turned back to face Mami. "You're right, you're right. Here's the thing, he has a way of using Sayaka's corruption to absorb the witch and its power."

"Absorb THAT thing!?" Kyoko's eyes had widened considerably. "There's no way!"

"Moreover Akemi-san what does he plan to do with this witch's power once he has it?" Mami looked understandably concerned. After all who wouldn't be frightened at the thought of that much power in the hands of someone like Rumplestiltskin?

"I'm sorry Mami I wish I could tell you that, but I can't. It's part of the deal I have with him. All I can tell you is he won't hurt anyone, you have my word."

Mami's gaze narrowed and her smile fell into a frown. "I hope you're right for all of our sakes Akemi-san. Personally after seeing him I don't know if his deals are any better than Kyubey's contracts."

"The fact that this allows Madoka to live a normal life automatically makes it better. I know you may not agree with me, but you don't know how many times I've seen her sacrifice herself. She was my first real friend and I... I don't want to see that ever again, even if it means using him to make that possible." Tears were starting to spill down her face and no matter how hard she tried Homura couldn't stop them. The mask once broken wasn't easy to recreate.

Mami finished her tea and stood up. "I understand Akemi-san. It's just I don't think you know the true price of this deal any more than you knew the price of Kyubey's contract when you... when any of us agreed to become magical girls."

She went over and hugged Homura then turned to Kyoko. "Kyoko, it's time for us to go."

"Yeah, yeah. Anyways we'll see you tomorrow for Madoka's training right? I can't wait to see what she learns next. Maybe she'll learn how to blow something up!" Kyoko flashed a lopsided smiled and waved as she and Mami left the apartment.

Homura sat there for a moment not really seeing anything. Mami had a point of course. She didn't truly have control of the situation nor did she know what the results of her bargain with Rumplestiltskin would be. She thought about this current timeline. There had been no others quite like it. Madoka had a real chance of finally being free from the Incubator's clutches, Sayaka had been saved from her dark fate albeit at a terrible cost, and then there was Mami and Kyoko. Here Homura frowned. It was true Mami and Kyoko were happier in this timeline than they'd ever been in any one she'd previously been a part of, but there was one fact that still gnawed at Homura: They were still magical girls. They were still damned to that horrific fate, that eternal torment that all magical girls eventually fell into unless they died. They had to be saved and then there was the matter of the Incubators. They had to be punished and prevented from continuing their sick plan of harvesting magical girls if at all possible.

Homura walked over to her dresser and pulled out a small lockbox then she fumbled in her pocket for the key. Once open she pulled out the box's single content: Rumplestiltskin's dagger. While she had commanded Rumple not to try and take the dagger from her she wasn't too certain where the authority the dagger granted her ended and she certainly didn't want it getting in the hands of Kyubey. So she locked it away whenever she didn't need it on her. Her room was dark and yet the dagger caught what little light came in from her living room and glinted menacingly. Every time she looked at it she had to surpress a shudder. And every time she made a command with it she felt cold, like some part of her was dying. Yet now she had need of it and its powers. She took the dagger into the living room and held it aloft. "I summon you, Dark One!"

The familiar whoosh and plume of black smoke heralded Rumplestiltskin's arrival and he didn't look pleased. "And here I thought I would be allowed to spin straw into gold all evening. I do so enjoy doing it, it helps clear my mind."

Homura ignored him. "There's something I need you to do for me."

Rumple feigned a sincere smile behind which Homura could feel his contempt of her. "And what would that be I wonder?"

"Mami and Kyoko, I need you to restore their humanity. Not now, but before you leave. And because Mami wished for herself to be saved I need you to heal her after she's been made human again."

"That's not all is it dearie? No, there's something else in your eyes, something dark. " His smile became its usual twisted self. "You want me to do something nasty don't you, say to... the Incubator?"

Homura shook her head. "Not now, no. But they will have to be prevented from continuing to contract more girls. This nightmare has to end. So before you leave this world..."

Rumplestiltskin interrupted her with a demented laugh. "Oh no dearie, no need to command that of me! I was planning to do something appropriate to them anyways. Just leave that one to me. Anything else?"

"No, that's all." Rumple disappeared in another plume of black smoke and Homura collapsed onto one of the benches and sat there staring at the dagger. One thought echoed through her head. 'Mami, Kyoko... please forgive me.'

Kyubey jumped down from the window to Homura's apartment and begun to walk the empty streets pondering what it had seen and learned today. Rumplestiltskin was a fool to think his little trick about Madoka's progress had managed to affect Kyubey. It and the hive mind had closely monitored what the girl was capable of and she was in no way near a position to take on Walpurgis Nacht with what she had displayed. She would need to make a contract if she ever wanted to take that witch on and Kyubey had a plan for getting her to do so. It would need to wait until the appropriate time, but once that moment came it had the perfect temptation to convince Madoka to contract and oddly enough it had the creature to thank for that bit of leverage.

Then there was the situation with Homura Akemi. She was in no way in control of that creature and it was easily able to manipulate her. In fact the creature was better at doing so than Kyubey itself could admit to. She was laying the foundations for her own fall, just as she must have done in the previous timelines she was a part of. Soon she would be confronted with the hopelessness of her situation and finally fall into despair. Once this timeline began to unravel and her dream of saving Madoka and all the others was dashed she would quickly succumb and her witch would wreak havoc on this world. But that was still a few days away and so Kyubey would wait and bide its time while watching the time manipulator destroy what she sought so desperately to protect.

The next several days flew by quickly, much too quickly for Homura. She had wanted to savor this brief moment of peace, this calm before the storm. Madoka had continued to do well in her lessons. She had learned to bring up basic barriers and even to light a candle with a thought. Yet Homura knew Rumplestiltskin was right, there was no way Madoka would be strong enough to fight Walpurgis Nacht, not without a contract. The thought was like a spear of dread piercing Homura's heart. This world was so close to what she had abandoned as impossible so many years ago, to lose it now would be beyond devastating. Homura knew she might well fall into despair at that point. And if that happened what horrors would she unleash as a witch? No, she would have to either try again or if it was too much end herself, or have someone do it for her. It was a sobering thought. She'd had to kill Madoka once so she wouldn't become a witch, would Madoka or one of the others do the same to her now?

Then there was what she had ordered done to Mami and Kyoko. It was eating her alive knowing the suffering she was going to put them through. There had been several times where she had thought to tell them or to rescind the order but every time the thought kept popping into her head: 'This is necessary. They have to live.'. Still, every time she looked at herself in a mirror she found that she couldn't help wondering if she was looking at a monster. She was a magical girl, an inhuman being to be certain and she would become a witch eventually which was definitely a monster. But was she already a monster at this point? She kept coming back to that thought she'd had over a week ago when she'd been about to fight Sayaka on the overpass. That chasm she'd imagined stretched before her, had she fallen into it without noticing? The mask she had once worn to protect herself was now shattered and she could feel so much more now, but with it came the vulnerability of falling to despair that all of the other girls had to deal with. Had that been the first step off the edge, or had it started sooner than that when Sayaka had been saved and she had begun to feel relief, even hope again for the first time? She looked at the dagger in her hand and took a deep breath. No, they were her friends, she had to give them the choice. Before she gave the dagger over she would offer the decision to Mami and Kyoko and hope that they took it.

Homura looked out at the Mitakihara skyline, at the roiling black clouds that were moving in. Normal humans never saw witches, that was the province of magical girls, beings like Kyubey, and the mad. Most humans equated them with bad luck or in this case some kind of natural disaster. Walpurgis Nacht was here. The evacuation announcements were being made all across the city, and people were heading to the designated shelter behind her. Madoka and Sayaka were already there but Homura knew that Madoka would show up at the battle site eventually. It was her selflessness, her need to end others' suffering that always drew her in. Mami and Kyoko would already be at the battle site and she would join them but first she needed to speak with Madoka and Sayaka. She needed to warn her friend one last time. She hid the dagger in its box and walked into the shelter. Makeshift bedding had been set up in the main area where most of the people were milling about. The fear of their faces was plain as day and Homura didn't want to think what would happen if Walpurgis Nacht was allowed to come close. She saw Madoka and Sayaka and motioned for them to follow her.

They moved to an empty section of the center that was serving as the evacuation shelter. They could see the black clouds looming ever closer bringing their promise of desolation and death. Madoka and Sayaka both looked out at the cloud with trepidation on their faces. Sayaka was the first to speak. "So that's it huh?"

Homura shook her head. "That's just the beginning."

Madoka looked at her. "Homura-chan, are you sure you, Mami, and Kyoko will be alright?"

Homura tried to give her a reassuring smile. "It's ok, we have a plan. Besides Rumplestiltskin will be facing that thing for us." She patted the box.

"Homura-chan, you really shouldn't be using him like that. Nothing good will come of it."

"If it keeps everyone alive I'm willing to do it Madoka. Just promise me one thing. Kyubey is still out there and he plans to trick you into a contract with him. You can't do it no matter what he tells you. You have to trust me to deal with this and if there's a cost then... then I'll be the one to pay it, not you. And Sayaka..."

Sayaka looked at Homura confusion on her face. "Yes?"

Homura put a hand on her shoulder. "Look after Madoka ok."

Sayaka nodded. "Ok, Homura."

Homura gave the blue haired girl a little smile. "That's the first time you've called me by my name."

Sayaka returned the smile with one of her own. "Yeah well, you deserve it. Now kick that thing's butt and come back to all of us!"

Homura nodded and walked away.

Mami was standing with Kyoko at the intended battle site. They'd yet to see the witch, but they had begun to feel its presence. It was overwhelming and Mami knew that Homura had been right. This wasn't an ordinary witch. It was like armageddon was beginning to bear down on them. Homura would be here soon and they would begin. She looked over at Kyoko who was obviously ready for a fight. She'd brought her entire stock of grief seeds and Mami had little doubt that if it weren't for Homura's plan, Kyoko would charge the witch the moment it appeared. She couldn't help but feel a twinge of excitement herself. She looked over at the redhead who flashed her an excited smile. "You know I never thought we'd work together again Mami, much less against something like this."

Mami allowed herself a confident smile despite not feeling that way at all. "I know what you mean. When you left I never thought I would see you again." The smile turned into a frown.

"Hey Mami, there's something you should know. Regardless of what happens I... I want you to know I'm glad we were able to do this... oh who am I kidding? We're going to kick this thing's ass so stop frowning! But I... we did some pretty boneheaded things in the past and when this is all said and done I'd like us to start with a clean slate ok?" She offered a Mami a stick of pocky as her smile became a full faced grin.

"Kyoko... nothing would please me more!" Mami took the offered pocky and began to chew on it slowly in her usual dainty fashion.

For Mami this was a truly happy moment, just the thing she needed to take her mind off the monstrosity that would be in their midst soon. When Mami had first met Kyoko she was eager yet very inexperienced. Mami had taken Kyoko under her wing, taught her how to fight and use her powers as a magical girl. At first everything had been wonderful, Kyoko had been the friend she had desperately craved for, but eventually her view on hunting changed and clashed with Mami's own. Thinking back on it there had been good reason for the change in Kyoko's demeanor but Mami in her need to cling to the one friend she had found had managed to drive Kyoko away. This however was a fresh start and one Mami fully intended not to mess up.

"So where's the one that set up this little party?" Kyoko gave a quick look around. "I thought she'd be here already."

"We still have about an hour before the witch shows up. She'll be here. I just hope this plan of hers will work."

"Oh it'll work dearie!" Mami and Kyoko spun around to see Rumplestiltskin watching them intently. "I took the initiative and set up everything I needed days before of course, wards and the like. It will require quite the investment of power to bring that witch low after all and I'm not one to take chances. It'll be quite the spectacle I assure you. Unfortunately you won't be in much of a state to sit around and watch I'm afraid."

Kyoko glared at the imp and summoned her spear. "What are you talking about!?"

Rumplestiltskin gave a noncommittal shrug. "Well just that your friend commanded me to give you two back your humanity before I left this world and this is the perfect time to do it!"

"What!?" Mami summoned one of her rifles and pointed it at the disgusting being in front of her. "That's ridiculous, she wouldn't do that!"

"Oh I'm afraid she was quite clear." He waved his hand and both of them were surrounded in a purple aura and unable to move. He turned to look at Kyoko. "Don't worry, you'll both still live. Now, you first."

Madoka looked out the window at the increasingly dark clouds in the sky. She couldn't stop thinking about Homura, Mami, and Kyoko and about what they were going to face. She was so worried about them. Would they all survive? They had to, everyone had come too far to die now. She closed her eyes and thought about the last month. Ever since Kyubey had appeared to her and Sayaka her life had moved from one crazy event to another. No, that wasn't quite right, it had started with that dream. She had found herself facing what she now recognized as a witch. She'd seen Homura in that dream too. She'd asked Homura about it earlier and had been shocked to learn that what she had seen was Walpurgis Nacht itself. That horrifying monster was now here, ready to devastate the city unless it was stopped.

She let her mind drift through her memories. So many things had happened from meeting Kyubey and Mami to Sayaka making her contract and almost becoming a witch. Then she had confronted a being more evil than she thought possible only for Homura to take control of it. And now Homura was going to use that creature against the witch. Madoka hoped with all her heart that Homura wasn't making a mistake. She had seen the evil in that creature and knew it would unleash chaos on Homura and the others if it could. Sadly all she could do was stay here and wait it out. The powers she had learned, all those wonderful things she found she was able to do weren't enough to help her friends when they needed her the most.

Madoka hated seeing people suffer, it was always something that made her feel horrible and she'd always want to comfort whoever it was that was in pain. This need was especially difficult for her to ignore when her friends were in danger. In those cases she was willing to do whatever it took to help them, even if she was hurt in the process. It wasn't that she wanted to be hurt or that she needed to make sacrifices of herself, it was just that she couldn't stand to see the pain her friends were in. It ate at her and the only thing her mind kept telling her was 'Save them!' over and over. It was taking every ounce of willpower she had not to rush out to where the battle was supposed to take place. Having Sayaka here helped. If she were gone, if she'd become a witch Madoka didn't think she would be able to control herself. So when Kyubey appeared in front of her she tried to put a mental stomp down on her heart to be able to endure his latest attempt at contracting her.

'Madoka, the battle will begin soon. Aren't you going to make sure your friends are alright?' Kyubey looked up at her with that unchanging expression but the fact that he was trying to play on her sympathies was obvious at this point. Still, she had to strain to keep that mental dam she'd put around her heart from breaking.

'I have faith in Homura-chan, Kyoko-chan, and Mami-san. They'll come back.' She tried to appear stoic but she was fully aware that she was failing miserably.

'You don't know that for certain. This witch is incredibly powerful, with the combined might of a thousand witches. Normally such a small group would have no chance against it.'

'I trust Homura-chan. She's done so much for us and I refuse to believe that she'll fail now.' Madoka gave Kyubey a stern look. 'I have hope and if someone says to me it's wrong to hope, I will tell them that they're wrong every time.'

Kyubey displayed no reaction of course. 'You may trust Homura Akemi, but you certainly can't trust Rumplestiltskin. He has his own plans.'

Madoka shook her head. 'Homura-chan has control of him. She'll make sure he doesn't do anything evil.'

Kyubey cocked his head to one side. 'Yes, but how well does she really have him controlled? He's still able to go where he wants and certainly has had time to find a way out of her grasp and if not to inflict some kind of emotional pain on her in some way. Do you remember what he said to her? He doesn't have to physically harm or kill her to make her suffer. He could easily do that through Mami or Kyoko.'

Madoka clenched her eyes hard. As much as she knew she shouldn't listen to this creature, this monster from another world that wanted to use and corrupt her, he did have a point. Homura wasn't in full control. She'd seen enough of his apparent freedom for herself. Yes if Homura did what Madoka thought would be necessary to keep Rumplestiltskin fully in check she wouldn't be the Homura that Madoka cared for so much now. If she did those things Homura would be someone darker than Madoka could imagine. Someone that Madoka would have a hard time not calling severely misguided if not evil. Kyubey wanted her to intervene, to get involved and put herself and the others in danger. She had to resist the temptation being put in front of her despite how difficult it was. 'Homura-chan will keep him in line.'

When Madoka opened her eyes she saw that Kyubey continued to stare at her directly. His beady eyes were drilling into hers. 'Perhaps but do you know what her plan for him is? Have you taken the time to think about what will happen with him after they've defeated Walpurgis Nacht?'

'Homura's going to use him to help fight the witch and then she's going to have him leave this world.' She didn't like the idea of him being used but if his powers were enough to tip things in Homura's favor Madoka felt she could live with that. Homura had told her he was effectively immortal so it wasn't as though he was in any real danger either.

'No Madoka, she intends to let him absorb Walpurgis Nacht.'

'What!?' The thought was like an explosion blowing away the dam she'd built around her heart. Kyubey might omit information yes, but everything he said had always been strictly speaking true. Homura was going to let Rumplestiltskin have that witch's power? Her heart and mind were free now and the latter was going so fast she could barely keep up with the barrage of thoughts that were flying through it.

'Imagine what Rumplestiltskin could do with the power of a thousand witches Madoka. How many people he could hurt. They might not be from this world, but someone would suffer because of him having it.'

And Madoka could imagine it. She'd seen what he had done to Sayaka, and the thought of that creature having the power of a thousand witches at his beck and call terrified her. How many would suffer? Walpurgis Nacht had the power to kill thousands by its mere presence alone. He would have that kind of power. He would be able to turn it on anyone. How many would die screaming if he unleashed that power? And all of this because Homura was going to let him do it.

Her thoughts turned to Homura. What was Homura thinking letting him have that power!? Did she simply not care that he could use it on others? Madoka had seen Homura change over the course of this month and she had thought that overall it had been for the better. She had started to trust and rely on others again. The wall around her heart was coming down and yet still she was willing to allow this? Madoka's heart was now screaming at her to stop Homura no matter the cost and try as she might she couldn't help but listen to it. She needed to confront her friend and convince her to stop, to find some other way. And if necessary she would need to... need to... She looked down at Kyubey her mind still racing this time focusing on a wish, any wish that could bring all of this to an end. Dozens popped into and out of her head as she quickly analyzed them and discarded them as insufficient. Regardless of the wish it would mean she would become a witch. That was what the system demanded. Those were the rules. To make a wish was to damn oneself. And yet, there had to be a way around it. Her mind hit one wish and stopped for a moment. What if, what if magical girls didn't have to become witches? What if the witches simply couldn't exist in this world?

Madoka began to ponder that wish. So much so her vision started to blur out of focus and all other distractions were pushed to the side. It sounded almost right and yet there was still something tugging at the back of her mind, some kind of warning. Maybe she could even do it across all of time and possibly all of the worlds and save all of the girls victimized by Kyubey, ensure that their wishes didn't end in despair. Again, it sounded good but that nagging feeling remained. She could save all of them: Mami, Kyoko, and Homura... and that was when the warning came into sharp focus and became a spear aimed at her heart. Homura, what would she do? How would she react? If Madoka made this wish and it was granted she wouldn't become a witch yes but most likely she'd become something else. A god or maybe a demon, something not at all human for certain. And then what would Homura do? She'd made it clear just how far she was willing to go and even to fall in order to save Madoka. The things she was willing to traffic with. This wish was extreme and Homura's eventual repsonse would be extreme too. She might abandon this world or even... go so far as to find a way to break the wish just to have Madoka back. That last thought was a shock and with it a cascade of other warnings appeared in her mind. Even if she did wish for this there was nothing preventing something else from taking the witches' place. In fact something would likely have to. There would still be magical girls who fell into despair. They would still fight and suffer until it was their time to leave the world. The Incubators certainly wouldn't stop either, they'd just find another way, one that likely had equally horrific consequences. The more the scenario played out in her mind the more Madoka saw the flaws. Even if she could rewrite all of reality to the point of affecting everyone's memories some of those flaws still existed. The Incubators would try to exploit the new system in whatever way they could, that was how they operated. Their need for efficiency would override caution and they had no compassion or empathy to act as a conscience to stop them. Her friends would still suffer, possibly worse than before.

Madoka's mind went back to what Kyubey had told her before. The girls' wishes had betrayed them in the end. They thought they were doing the right thing just as she thought she was at this moment. But in the end misery and despair fell upon them and corrupted them. No, that wasn't quite correct. They were already in a state of despair when they made their wishes. They were desperate to change something, just as she was now and because they had tried to use a wish to fix things rather than accepting and dealing with the situation normally fate, reality, or whatever was in charge of this mad world they lived in had compounded that despair and unleashed it on them, destroying them in the end. Even if magical girls didn't become witches that would still be the case. Despair would find those who wished and undo them somehow. Her wish would inevitably unravel one way or the other too. At first she would think everything was fine, she might even have all the girls with her seemingly happy and safe, but something would happen to bring it crashing down.

It was in that dark moment she realized something else: she would think the cost of her wish was her becoming whatever it was she would become and the duties that came with it but the true price would be seeing her wish twisted or undone in the end and she knew exactly how fate or whatever was in charge would do it too. It would use Homura and her desire to save Madoka, make her its unwitting agent and in so doing Homura would corrupt, destroy, or defile her wish at which point they would be true enemies. Neither of them would be able to stop themselves then, they'd have to play their roles like good little puppets forced to confront and oppose each other, possibly forever. There was no way a wish could fix things. Even as powerful as Kyubey claimed she would be she couldn't fix this world by voicing a desire and forcing it on reality. Everything had to be properly earned. Kyubey had inadvertently given her the right answer the first time, it was best never to wish for anything. Madoka felt a bone chilling cold running through her and shuddered. That wish had felt so right, so perfect. Yet it was a trap, just like all the others. She had been so close to dooming all of them to some kind of vicious cycle, one worse than even what Homura had faced up to this point.

Madoka's vision began to clear and she realized she was sweating. And that Kyubey was still communicating with her telepathically. '...doka? Madoka, are you there?'

She shook her head and focused on Kyubey again. She couldn't fix anything with a wish, but she could try to talk to Homura, convince her not to do this or at least figure out why she was doing it. She had to have a reason. 'Kyubey, I'm leaving.'

The Incubator watched her with its unchanging expression as she dashed out of the shelter.

Homura was approaching the agreed upon battle site and as she did so she went over the battle plan in her head. Mami, Kyoko, and herself would hang back, letting Rumplestiltskin take the brunt of Walpurgis Nacht's fury. Their's was to be a defensive battle, keeping out of the way while he dealt with the witch. She didn't know the exact specifics of this spell he would cast, just that it would absorb the witch into the dagger. He would then go back to his world and use the power to create a portal to this world he wanted to go to. That was assuming of course he wasn't overestimating his powers or underestimating Walpurgis Nacht's. If either of those were true they have to switch to the back up plan. She would run interference while Mami and Kyoko set up to push the witch into the explosives she had set. At the same time they'd unleash everything they had into it and hopefully destroy it. And if that didn't work, then they would fight and if necessary die to bring down the witch. But if anyone would be sacrificing themselves to do that it would be her first and only. She would charge the witch and throw all of her remaining energy at it at once taking it to hell and her along with it. She had to protect her friends and this wonderful world where all of them were alive and had the chance to be happy no matter the personal cost. That was definitely something worth fighting and dying for, she mused.

She finally reached the battle site and her mouth dropped in shock at the site before her. Mami, Kyoko, and Rumplestiltskin were there only Mami was on the ground whimpering. Her body was covered in burns and Rumplestiltskin was waving his hand over her while it radiated a purple glow. As he did this the burns began to disappear. Kyoko was on her knees clutching her head. The look on her face was one of utter horror. Her eyes were as wide as they possibly could be, glazed over, and red from the tears streaming down her face. She was muttering to herself. "Dad no, please don't. Put it down. Not again... not again."

Homura looked at Rumplestiltskin. "What happened here!?"

Kyoko's eyes lost their glazed look and focused on her only to be filled with rage. "HOW COULD YOU DO THIS TO US!? I THOUGHT WE WERE FRIENDS!"

"Oh don't blame her dearie. She had your best interests at heart I'm sure. You were after all set to face a fate worse than death." He gave Homura an evil smile as she realized what he'd done.

"No, I-I didn't want you to do anything now. I wanted to give them the choice..." The box with the dagger in it hung loosely in her hand.

"Well you didn't tell me that dearie and you specified I do this before I left this world. Now was the best time. I'm going to be quite busy dealing with your little witch problem and besides you didn't need them here anyways. They would have been a liability. What if they had been killed by one of the witch's attacks? You worked so hard to save them after all." He finished waving his hand over Mami who opened her eyes and looked at her.

"Akemi-san, why?" The look in her eyes was full of shock, pain, and accusation. Homura couldn't face that look and hung her head.

"I-I'm sorry Mami-san. I didn't want this to happen. I wanted to give you the choice. I wasn't thinking when I commanded him. I should have never said anything. I... I was a fool. Please forgive me!" Tears were streaming down her face now.

Mami's next words as she stood up were like a sword run through Homura's heart. "I-I'm sorry Akemi-san, I don't know if I can."

"Well I can't!" Kyoko was walking threateningly toward Homura. When she was close enough she grabbed Homura's school uniform by the collar and pulled her face within inches of Kyoko's. "Do you know what I saw when he put my soul back!? When I was writhing in pain on the ground as my body was 'fixed'!? Do you know what it's like to know what you did changed nothing in the end, that you sacrificed your soul for nothing!? That you were always meant to see you family destroy itself!? The last thing I wanted was to relive all of that and you... you...!"

Homura couldn't give her any answer but the one she finally did. "I'm... sorry Kyoko. I didn't want this."

"GO TO HELL!" Kyoko punched Homura in the face and she fell to the ground still holding onto the box. "I should kill you for this..."

"We can't have that now." Rumplestiltskin waved his hand and Kyoko and Mami disappeared.

Homura looked at him in horror. "What did you just do to them you bastard!?"

"Don't worry, I simply sent them to the shelter where they'll be safe. Now, you need to give me the dagger. Walpurgis Nacht is almost here."

Homura unlocked the box and pulled out the dagger only to point it at Rumplestiltskin's heart. "Kyoko's right, I should kill you for this." Her hand however was shaking terribly.

Rumplestiltskin simply held out his hand. "We both know you can't do it. You would need to give up the thing you love most. Nor would you be able to do what I'm about to. And regardless of whether they forgive you, you did save them from a dark fate. Now, give me the dagger. She's almost here."

Homura knew he was right. She could feel the witch's presence coming closer. Within a minute or two they would be able to see it. Reluctantly she handed over the dagger. Rumplestiltskin took and looked at it as if it was most precious thing in the world for a moment before a small cloud of smoke appeared in his left hand and disappeared to reveal a vial with some kind of noxious black liquid in it. Homura realized it was Sayaka's corruption, her despair. He poured the contents over the blade where it oozed down the length and stay for a moment as a dim glow emanated from it. Then it began to seep into the blade and Rumple let out a twisted cackle. "Now, you need to stay far back. This isn't going to be pretty."

Homura nodded and began to back away as she saw something cresting on the horizon. It was the witch. Walpurgis Nacht was a horrifying nightmare in a blue and white antique dress. It flew upside down and its "bottom" consisted of several gears. Its face was eyeless with two horns jutting out. It had a hideous red rictus smile. It was calamity given form. But the worst thing was its laugh. That awful laugh that kept coming out of it as though everything was just a joke before it. That laugh brought with it a promise of certain doom to all who heard it. Homura had fought this abomination so many times before and now... now she was more determined than ever to see it destroyed once and for all. This thing, this monster represented the end of everything that had gone right in this timeline. All of her hard work. All of the sacrifices made by her and the others. It wanted to destroy all of that. And for that Homura had given it one judgement, death, at least until now.

Homura moved back as quickly as she could as Rumplestiltskin stepped forward with a sick, anticipatory grin. He held the dagger tightly in his right hand. The witch seemed to take notice of him immediately and began to rush forward tearing apart buildings and causing the pavement to split and heave. In response Rumplestiltskin raised the dagger in the air. Homura felt a strange vibration as he did so and it frightened her. Every instinct told her what was about to happen was beyond horrible. They screamed at her to get away as fast as she could. She ran over to an outcropping of split pavement and watched as Walpurgis Nacht beared down on the being that stood in defiance of her seemingly with nothing but a dagger and an incredible arrogance. And then for some reason the witch just stopped and appeared almost... hesitant. Homura looked at it in disbelief. What could possibly frighten such a being of pure madness, a being comprised of a thousand witches?

The answer it seemed started with a pulse from the dagger. It smashed against the pavement outcropping and dissipated. Black tendrils of energy leapt from the blade and wrapped around Walpurgis Nacht and buried into her. The witch started pulling back as the tendrils started to pull it in. In retaliation it began to tear up pieces of pavement and buildings and threw them at Rumple only to break against a barrier. Lightning flashed as the witch continued its assualt attempting to smash the barrier down. When the pieces of rubble failed to succeed it began lashing out with energy and fire. Seemingly in response a vortex as black as ink appeared out of the dagger sucking up both and pulling in the witch faster. As much as Homura wanted to watch things were starting to get incredibly dangerous and she didn't want to be this close. She turned around and ran only to stop dead in her tracks when the last person she needed to see here came running into view: Madoka.

Madoka ran toward the battle site as fast as she could. She could see the storm raging around it and knew the witch had come. She could feel its horrible presence and knew somehow this madness had to be brought to an end. She needed to find Homura and the others and find out what was going on. Homura had to have a reason for doing what she was doing at least Madoka hoped she did with all her heart. If not Madoka would have to find some way to stop her and Rumplestiltskin. She might have to destroy Homura's chance for a happy ending to her years long struggle. The thought tore at Madoka, the last thing she wanted to do was hurt her friend, to take away Homura's hope. But she couldn't let people suffer an empowered Rumplestiltskin just to save herself.

The terrain was now cracked as parts of the street had been forced apart by something, likely the witch itself. She looked forward and then she saw it, the thing from her dream, the nightmare now made very real. And standing between it and her was Rumplestiltskin. There was some kind of dark magical energy wrapped around the witch pulling it into a vortex emanating from his dagger. Madoka's heart fell. It was true, Homura was allowing him to absorb the witch. But... where were the others? Where was Homura, Mami, and Kyoko. She looked around and saw Homura staring right at her. Mami and Kyoko were still nowhere to be seen. Homura came running over and grabbed her hand. "What are you doing here Madoka!? Never mind, we need to get away, it's too dangerous!"

Homura started to move away but Madoka stood in place while Homura turned back to look at her with concern. "Madoka come on! We can't stay here!"

"Where are Mami-san and Kyoko-chan?" Madoka locked eyes with Homura. "Tell me, Homura-chan."

"T-They're... alive. They're at the shelter now. Rumplestiltskin teleported them there." She kept tugging on Madoka's sleeve. "We have to go now, I don't know what will happen next."

"But you do, don't you Homura-chan? He's absorbing that witch isn't he?"

"How do you... wait, Kyubey told you didn't he!?"

"Yes, now tell me why Homura-chan. Why are you letting him do this? Didn't you think about what he'll do with that power!?"

Homura nodded her head. "It's part of the deal I have with him Madoka. And... don't worry he won't hurt anyone with it."

Madoka gave Homura a serious look. "What's he going to do with the power Homura-chan, tell me. Otherwise I'll have to..."

A look of pure terror appeared on Homura's face as Kyubey appeared beside Madoka. "NO! You... you can't Madoka! You can't make a contract!"

"I don't want to Homura-chan. I know making a wish won't truly help this world, but if you can't give me a good reason I have no choice. I'll have to stop both Walpurgis Nacht and Rumplestiltskin." Madoka held onto to Homura's hands for a moment. "So please tell me."

"I... I can't Madoka, it's part of the deal I made with him!"

Madoka's face fell. So here they were, unable to come to an understanding. Homura wouldn't or couldn't tell her the truth. Maybe it was because Rumplestiltskin had a hold on her somehow or maybe it was she knew Madoka wouldn't approve. Either way this had to end. "I'm sorry then Homura-chan."

She turned to look at Rumplestiltskin. Walpurgis Nacht was inching ever closer to the vortex and would soon be absorbed. Its laughs seemed somehow distored while it was in such close proximity to the blade and at best another minute or two was all that was needed. If she was to stop Rumplestiltskin it had to be now. She took a deep breath to steady herself and tell Kyubey she was ready to become a magical girl...

Homura's hand grabbed onto her shoulder. "Wait Madoka. I... I'll tell you what I can. I'm helping Rumplestiltskin because... because he's like me."

Madoka turned to face her friend in complete confusion. "Like you? What do you mean Homura-chan?"

"Do you remember when you saw me at the factory? When I first got the dagger?"

Madoka did remember. She had come running in to help Homura without thinking. She had seen Homura with the dagger almost bragging about how it could control Rumplestiltskin, at least until it was made clear that Homura couldn't control him. "Yes... but why?"

"When I first took the dagger I found out it could kill him and that if I did that I would gain his powers." Homura looked away from Madoka. "I'll admit at first I was tempted to do it. I wanted to use those powers to save you."

"Homura-chan."

"But then he told me the price I would pay for doing it. Being the Dark One Madoka, it... it's a curse. If I had killed him and become the new Dark One I'd bring that curse down upon myself. I'd have to make those sick deals just like he does and... I would have lost the one I love the most."

Madoka cocked her head. "The one you love the most? You mean..."

"You, my most precious friend. I would have lost you, one way or another." Tears were streaming down Homura's face now.

Madoka turned and looked at Rumplestiltskin again. The Dark One used to be human? And was cursed to lose who was most dear to him? She knew he was a monster but... if that was true then even Rumplestiltskin had to have lost someone. He had to have been able to love once. Homura had said he was like her. She had been willing to kill and replace him if it meant she could save Madoka herself, at least until she found out the price. Had he made that mistake? Madoka thought back to her realization at the center, of what Homura would be pushed into if she made that wish, what she would likely become. Homura was right, Rumplestiltskin was like her in many ways only he had fallen into that trap. It was his fault of course and yet how much had he known when he started down that path? And how much of a hole had that made in his heart? But magic couldn't bring back the dead, he'd been very specific about that so the one he loved still had to be alive. Was he going to use the power to find them or... "Homura-chan, he really isn't going to use it to hurt anyone?"

"No, the only one that's going to be hurt is the witch."

Madoka locked her eyes with Homura's and gave Homura a small smile. "Then you're right Homura-chan, we need to go, now!" Homura's face broke out into a relieved smile and she nodded. Madoka grabbed Homura's hand and they began to run eventually stopping behind another outcropping of upheaved pavement at the farthest end of the witch's power where they turned and watched what was happening with Walpurgis Nacht. The witch was still fighting the dark power that was dragging it into its intended prison. Its insane laughter had become more pitched, more panicked and it had begun to lash out randomly desperately trying to escape the judgement being unleashed on it. Lightning struck randomly, glass shattered everywhere, and whole buildings began to crumble, be set on fire, and even melt. The witch's familiars threw themselves at Rumplestiltskin only to be absorbed by the vortex. Yet it was all for naught. Walpurgis Nacht hit the vortex and began to be ripped apart as it was drawn in. The laughter reached an almost ear splitting pitch as all of the witch was finally drawn in and the vortex closed after her with a thunderous boom.

There was an odd calm afterwards. The dark clouds began to slowly disperse and sunlight began to appear in dappled patches along the ground. Madoka looked around finally seeing Homura and smiled. "Homura-chan, I think it's over!"

Homura threw herself against Madoka in a hug and sobbed. "It is... it's finally over! You're still human, you're still safe! I-I finally succeeded, I finally kept my promise to you! I..." Homura broke down completely and just continued to cry into Madoka's shoulder.

Madoka looked down and saw Kyubey staring at her. 'I can't understand it Madoka. I was certain you would make a contract once you knew what Homura was planning. Now Rumplestiltskin has Walpurgis Nacht's power. You don't care about that? Why didn't you try to stop him?'

Homura broke their embrace and glared at Kyube. "It doesn't matter Incubator! She's free now and she won't be taking you up on your offer, not ever!" She turned and looked at Madoka, the desperation clear in her eyes. "That's right isn't it Madoka? You'll never make a contract? Promise me you'll..."

Madoka held up her hands. "Don't worry Homura-chan, I won't make a contract. Not ever. And to answer your question Kyubey I realized several things. I realized a wish would never truly make things better and that I'd just be continuing one cycle of misery or another by making one. And I realized I was wrong about so many things. I thought I wasn't special, that I needed magic or a wish to make me special. That wasn't true, all I needed was my friends. They're all precious to me. And finally I realized I was wrong about Homura-chan and Rumplestiltskin too. I thought they were just misguided, or obsessed, or sometimes just evil, but there's more to them than that. They've both suffered and both need to find their happiness. It needs to be earned. I can't just give it to them and in the end I didn't take that chance away from them either. I was able to trust Homura-chan in the end because... I could empathize with them and hope for the best."

Kyubey cocked its head and swished its tail nonchalantly. 'Empathy is of no use to us as is hope that doesn't lead to despair. Because of this our timetable has been severely affected. If you will not make a contract then we will need to contract with a large number of girls to make up for the deficit.'

Homura growled and aimed a kick at the Incubator which it nimbly dodged. "That's just so like you creeps. You're just going to keep your sick plans going. Keep condemning girls to become witches!"

'It is for the good of the universe. We will do whatever is necessary to combat the effect of entropy.'

Madoka shook her head. "You only think you're counteracting entropy Kyubey. All you're doing is shifting it, forcing its effect onto the souls of those girls. And as a result when they become witches they just bring more misery and suffering. They lash out and bring death and despair. You told me that entropy was killing the universe, but what the witches are doing is a form of entropy itself I think."

'That is mere speculation and has no basis in physical fact. I can't understand how you humans could come to such an illogical conclusion. We will continue our energy collection efforts on this planet until we meet our quota.'

"The reason you can't understand is because you have no feelings. You lack kindness or compassion or empathy and without that you can never truly understand us. You can't even understand why what you're doing is wrong and I... pity you for that."

Kyubey shook its head and wobbled on its paws. 'Emotions have been shown to cause widespread problems. They cause creatures to react illogically. They cause dissention. On the rare occasion that one of us is shown to be infected with emotions we treat it as the mental illness it is and eliminate it before it can spread.'

"You're despicable!" Madoka saw that Homura was gritting her teeth now.

'We're effic...' Kyubey suddenly froze as a purple aura surrounded it.

"I do so love a bit of appropriate banter with my revenge." Rumplestiltskin was walking towards them, a sickening smile on his scaly face.

"W-what are you talking about?" Madoka took a step back upon seeing the hatred in Rumple's eyes.

"Just your discussion about the Incubator's condition." He looked at Homura with that twisted smile still plastered to his face. "You fulfilled your end of our deal so I will do my part and leave this world. Rumplestiltskin never breaks a deal after all. But first, I have unfinished business with them."

Madoka tried to position herself between Rumple and Kyubey. "No, you don't have to do this! You have the power you need to find the one you love so..."

Rumple's smile became a vicious sneer. "What did you just say!? He glared at Homura. "You... you told her!"

Homura shook her head. "No, she... she figured it out."

"With your help!" The malice in his eyes was overpowering and Homura took several steps back. He stared at her for several seconds before turning toward the Incubator. "You're lucky it doesn't matter. Your silence was never truly part of our deal. I got what I came for and personally I'm quite sick of this world. I'll leave, but only after I've dealt with them!"

"You don't have to kill him!"

Madoka froze as he fixed his gaze on her. "I never said I was going to kill him, did I? In fact I think given your previous discussion with him you'll find what I do to be quite... fitting."

Kyubey watched as Rumplestiltskin approached it slowly. Madoka was still trying to plead with him to leave the Incubator alone. It tried to move several times but couldn't. It tried to disconnect itself from its current body and found its consciousness stuck. With a wave of his hand Kyubey lifted into Rumple's grasp. "You've caused me a fair bit of trouble dearie, more than even I could have imagined. I have to commend you for that at least. But it's time this little game ended."

'Your attempt at intimidation is pointless Rumplestiltskin. I do not feel fear.'

Rumplestiltskin laughed and glared at Kyubey. "Like I said, I enjoy such appropriate banter before I prove to someone just how foolish they are."

"What are you going to do to him?" Madoka was alternating her gaze between Kyubey and Rumplestiltskin.

Rumple turned toward her and his grin got a bit wider. "Well first, I intend to show him and both of you what he really is." He looked at Kyubey and tilted his head slightly. "I must confess I've been waiting to do this a very long time."

Rumplestiltskin drove his right hand into Kyubey's chest. Madoka gasped as he did this. While it couldn't feel emotion, it could feel pain and Kyubey let out a squeek at the biting pain. It could feel Rumplestiltskin grasping something inside of it and when he retracted his hand he was holding something. He dropped Kyubey as the binding spell ended. Kyubey made to disappear but froze when Rumple said "Stay where you are Incubator."

The hive mind was perplexed. Kyubey by all rights should be able to do exactly what it wanted to and yet here it was frozen in place, unable to leave. And not just Kyubey either, every Incubator was similarly frozen where they were at the time Rumplestiltskin spoke. Kyubey watched him turn toward Madoka and Homura. "Madoka, do you remember the night we first met and what I told you about how Kyubey creates the souls gems for the magical girls?"

Madoka tilted her head. "You said he took both their soul and their heart becomes the soul... wait, what did you just do!?"

"What do you think I did Madoka? I took its heart." He held this so called "heart" in front of the two of them and they both gasped. Kyubey couldn't understand how Rumplestiltskin could have taken its heart. After all this body's heart was still beating in its chest. "And this isn't just Kyubey's heart. They're all linked you see, one giant hive mind. They effectively have one heart, and one soul. Now, take a look at your heart Incubator and tell me what you see."

Rumplestiltskin turned so that Kyubey could see what was in his hand. It looked similar to a heart and it beat like a heart, in fact it beat in time to Kyubey's own heart. But something wasn't quite right. Much of it seemed black and a few parts even seemed to be composed of some kind of black crystal. What parts of the "heart" that weren't black were a smokey grey. 'It looks similar to a heart. What are the black streaks and crystals for?'

"Your sins, or rather the sins of your entire species. Our sins stain our hearts and your species is no exception. All of those girls you deceived into accepting your contracts, you took and twisted their hearts to not only blacken with their sins but with despair as well. And the destruction of their lives and souls have left their mark on your heart. To kill someone is one of the greatest sins one can commit and your species has done that many millions of times and this is the result. A dark and blackened heart." Rumple looked at Madoka and gave another thin smile.

"You see Madoka when you take a heart, you control the thing you took it from. And this heart is connected directly to the life force of the entire Incubator species exactly like how a magical girl's soul gem is connected to hers. If I crush it to ash..." With this Rumplestiltskin started to squeeze the heart. Kyubey squealed and fell over as a sharp, crushing pain started in its chest. And not just in its chest, the entire Incubator race was experiencing the same pain. It was like a massive species-wide heart attack. The more Rumplestiltskin squeezed, the worse the pain became.

"You said you weren't going to kill them!" Madoka was moving forward in an attempt to grab the heart from Rumplestiltskin. He held it out of her grasp but stopped squeezing and the pain subsided. Kyubey sat up and stared at Rumplestiltskin.

"So I did and I won't. Death is too good for them and there are many fates far worse than death that I can inflict."

"You... you can't! They may have done evil things in the past but they don't deserve something like that." There were tears in Madoka's eyes while Homura stood there looking shocked but saying nothing.

"I beg to differ dearie. They've destroyed more lives than even I have and I'm the Dark One. If anything deserves to be punished it's them."

'What do you plan to do to us Rumplestiltskin?'

Rumplestiltskin turned to look at Kyubey with a sneer on his face. "I'm glad you asked. I'm going to cast a curse on your entire species. The Curse of the Burdened Heart it's called and I can assure you it's quite nasty."

"B-but..." Madoka was crying again.

"Madoka I don't think we could stop him. I... I'm not even sure we should stop him."

Madoka turned toward Homura. "You can't mean that Homura-chan!"

Homura hung her head. "It's just, if this prevents them from making more contracts then..."

"That's still not a good reason to do something like this! It... it would make us no better than them. You told me how far you almost fell Homura-chan, do you really want to cross that line?"

"I... no I guess I'd rather not."

"Well if you two are just going to complain..." Rumplestiltskin waved his hand and both Madoka and Homura were immobilized in another of those auras. Now, where were we? Ah yes, your punishment. A vial appeared in Rumplestiltskin's free hand. It contained another glowing potion. This one was red similar to the one he had given Nagisa over a month ago but this potion's redness was cloudy and on closer inspection there was a sickly green mixed in with the red. Rumple uncorked the potion with his teeth and poured the contents over the heart. The red liquid seemed to pool in the grey areas of the heart changing them to that same greenish red color. As this happened a seeping cold ran through Kyubey's body.

Kyubey continued to look at Rumplestiltskin with its unchanging expression but something was... different. Kyubey couldn't put a name to it but something just wasn't right compared to before the liquid had been poured. There was a twinge of... something in the back of its mind. 'What will this curse do to us?'

"Oh you'll see right now. It's time to pay the piper!" He drove his hand with the heart back into Kyubey's chest. There was the same biting pain as before and as he retracted his hand the second time the aura around Madoka and Homura disappeared. At first Kyubey felt the same as before, but then an odd thing happened. As it looked at Madoka and Homura it started to remember all of the girls that the Incubators had contracted with over the millions of years they had been on earth. And at that moment the hive mind began to scream in its mind. It seemed to reverberate through the entire species and with it came something else. Kyubey began to look up at Rumplestiltskin and upon seeing his face something in Kyubey's brain screamed at it to run, run as fast and far away as possible. Kyubey took several steps back.

'What have you done to us!?' And Kyubey realized that its voice wasn't its usual neutral timbre but rather had the strain of... panic? Following that revelation Kyubey felt a cold shock as it realized what was also running through its brain, the impulse that was telling it to escape: it was fear.

Rumplestiltskin's smile changed and looking at it actually made Kyubey nauseous. "Have you figured it out yet dearie? I cursed your species with the one thing it tries to avoid the most: emotions. Mostly the bad ones mind you, fear and sadness yes, even despair. But there's two emotions I think you'll get quite familiar with over the next few millenia: regret and... guilt! Your species spent countless millenia harvesting energy so you could outlive everyone else. Enjoy your extended existence, oh wait... you can't!"

Rumplestiltskin cackled and Kyubey shuddered at the sound. The sound of the screams from the hive mind became more pitched, more distressed. He could still see the images of previous magical girls and now their witches too but there was also mental images from other Incubators trying... and failing to deal with the new emotional overload. One Incubator in the middle of making a contract stopped, screamed, and dropped to the ground clutching its head in its paws and muttering 'No more, no more!'. When the girl it had tried to contract with tried to speak to it the Incubator screamed at her to run and never try to make a contract again. Another was running in terror from the phantom images of the magical girls it had contracted with chasing it down while they accused it of damning them. A third Incubator threw itself in front of a train only to screech in frustration when it appeared a few seconds later in a new body. All over the earth and in the far reaches of space similar nightmarish scenarios were playing out and all Kyubey could do was find it terrifying. The Incubator race was beginning to self-destruct and there was nothing any of them could do to stop it.

The images of the magical girls and their witches continued to appear in his head in rapid succession. He began to think of the lives they led and the how they came to make their contracts. He thought of how they all had either died or fallen into despair and became witches destroying the beauty of their lives. Beauty? Yes, their lives had been beautiful Kyubey realized, until they had met the Incubators, until they had been thrown into that self destructive cycle that had turned them into nothing more than monsters or ash. And the more he thought about it the more he realized one thing: Madoka had been right. The Incubators hadn't been overturning entropy, they had taken the beautiful, wonderful lives of the girls they appeared to, lives full of infinite creative potential and then they took the girls souls, burned them out, twisted them into foul abominations that should never have been, walking catastrophes that plagued this world, and all for a limited amount of physical energy. There was no way that couldn't count as some kind of metaphysical entropy.

At the thought of Madoka, Kyubey looked at both her and Homura and his thoughts drifted to their friends. He thought of finding Mami in a burning car wreck and offering her a contract which she took to save herself. He thought of the loneliness she had continually felt afterwards even though she tried her hardest to fulfill her duties as a magical girl. He thought of finding Kyoko and offering her a contract and of her taking it to make people listen to her father's sermons. He thought of how her father had killed himself and his family all except for Kyoko who had turned cold and selfish to keep from falling into despair. He then thought of Sayaka and here he began to shake. He had known she would never last long as a magical girl, that she would quickly fall into despair yet all he had seen her as was potential leverage to get Madoka to contract. He had even hurt her, tortured her just to prove a point. He had been willing to let her become a monster to fulfill his own desires.

"Kyubey, your face!" Madoka was reaching down toward him. He felt a wetness on his face and wiped at it with his paw. A tear? Yes, it was a tear, he was starting to cry. He looked up into Madoka's face and thought about her. He had been so driven to get her to contract knowing full well that if she did and became a witch the entire human race, in fact all life on this planet would have died. If he had succeeded the Incubators would have had the blood of the entire planet on their heads. Kyubey thought about the heart Rumplestiltskin had held. How much darker would it have been after that? He looked down and imagined himself sitting a pool of blood stretching to the horizon and beyond, the tortured souls of all those he had contracted with surrounding him, accusing him, threatening him. And he knew that he deserved all of that and more. If he could see his reflection, all he would see is a monster, the worst of monsters staring back at him. And he now knew, he understood. And he could feel the hive mind beginning to crack, to break as the emotional strain became too much for it to bear. What was one was now becoming many. It was their nightmare made real and in a twisted way Kyubey realized, possibly their only salvation.

He looked up at Madoka, the tears now flowing freely down his face and staining the ground. 'I... I understand now Madoka. I'm... sorry.' Kyubey crawled into a ball and sobbed as the images in his mind began to overwhelm him.

None of them noticed that Rumplestiltskin had disappeared while they weren't looking.

Jefferson stood next to the portal leading back to the Enchanted Forest and he wasn't very happy. He had been to many strange worlds before but this one was one of the weirdest, and he had been to Wonderland of all places. This place was just downright creepy. He had seen the monsters roaming around the city, hell he'd seen them eat a few people. It was enough to drive someone mad. He thoughts kept coming back to his wife and daughter, perhaps the only thing that kept him sane despite all the craziness he was always dealing with. The only reason he was safe now was because of the wards Rumplestiltskin had set up to protect their path home. He'd been stuck here for a little over a month while Rumplestiltskin was off doing... whatever the hell it was he intended to do in this world and his job had been to guard the portal. Oh he had plenty of food and drink, Rumple had seen to that little detail but sitting here for a month watching the denizens of this world go about their daily business and sometimes become monster food was just too much.

And to add to all of this he had just seen a giant monster wrecking the city! He'd seen the creature while being protected by the wards and saw it disappear though how he didn't know. He was pretty sure Rumplestiltskin had been in the thick of all that nastiness and for his own sake he hoped the Dark One hadn't keeled over. If he had Jefferson would have to leave the protection of the wards, dig up a corpse, and bring it back to the portal to get home. Two had entered the world through his hat's portal and two had to go back, that was the hat's rules. So of course he was very relieved when Rumplestiltskin appeared.

"What the HELL was that monster I just saw a few minutes ago!?"

Rumplestiltskin just ignored his distress. "That was what we came to this world for. And now that I have it, we can go back."

"Thank god! I was getting sick of this demented world. Do you know how many of those weird shadowy things I saw running around and how many people they ate? I swear Rumplestiltskin this is the last job I'm doing for you!"

"We'll see dearie, we'll see." The two of them entered the portal and the doorway faded into nothing.

Rumplestiltskin entered the hall of his castle in the Enchanted Forest glad to finally be home with the prize he had sought. He looked around at the accumulation of dust over everything. Time flowed differently across worlds and by Rumple's estimate about five months had passed for the one he had spent in that wretched world. No matter though, getting what he needed had been worth it. He would however have to look at getting a maid once he got back from his next sojourn. Cleaning this place was a pain after all, even with magic. He pulled out his dagger and looked at it greedily. He could feel the power vibrating through the dagger, begging to be used. And he wasn't one to wait.

He'd found the spell in an old book of ancient magic. A spell that could create a portal to any land. He had at first dismissed the possibility of ever working the spell as the amount of energy needed was astronomical and usually required a great convocation of wizards to cast. But whe nhe had found Madoka's world and the existence of Walpurgis Nacht, a being comprised on a thousand twisted, magically active souls he knew he had found the answer that would allow him to finally cast the spell... and enter the world where his son resided.

He held the dagger out, closed his eyes, and concentrated. The spell was complex and the mental exercises needed to cast it were difficult but he had practiced them many times, to the point of near reflex. His mind went through them now step by step and he felt the magic building, forming into the right shape, the shape of a door. He felt it passing through him now, a rush unlike anything he'd experienced before. It built up to a feverish pitch as he felt a weight begin to press on the room. There was light playing out beyond his eyelids, but still he focused on the mental motions. Finally it was time. He grasped the magic with his mind and unleashed it to throw the door open. He opened his eyes expecting to revel in his triumph and... nothing.

Rumple's eyes widened in shock and he went back over everything he did. The mental exercises were correct and there had been at least one instance of the spell being cast by a single person so he didn't need a mass gathering. So what had gone wrong? The power of the witch had obviously been more than enough or the spell would have failed before he could unleash it. And it had been specifically noted as being able to open a portal to a world without magic. So why? What could have possibly... He summoned the book to his hand and flipped it to the page describing the spell. He read through the information and as he looked at the history of the spell and those who had cast it something dawned on him, a horrifying truth. Every instance of the spell being cast involved either returning to another world or going to one that the caster had a strong ancestral connection to. It was a spell of returning, not sending. In other words the only way it would work is if he had been to that world before. The spell was useless. He looked down at his dagger. Worse the power of the witch hadn't been spent. And the spell he'd used to bind it wouldn't last forever. He would have to cast the power away into some kind of oblivion or Walpurgis Nacht would manifest in the Enchanted Forest itself and that was one thing he certainly didn't need. Now he had no other choice, he would have to rely on the Dark Curse. And to do that he would have to push Regina harder than ever as well as a few... others.

The rage began to build and quickly loosed itself as Rumple threw the book away, grabbed the nearest object off of the nearby table, a dusty candlestick, and screamed as he turned around and smashed it against one of the cabinets lining the wall of the room repeatedly. Once he had spent his rage he sat there heaving for several seconds before something approximating a laugh began to issue from his mouth.

"A prison of time, where all the happy endings are taken away..." And he let loose a string of mad laughter that would have chilled any who heard it to the bone.

Madoka and Homura approached the shelter with Kyubey still crying cradled in Madoka's arms. Homura had used one of the grief seeds she'd collected to cleanse her soul gem after Rumplestiltskin had disappeared. Yet she had seemed troubled. "Homura-chan, what's wrong? We survived and I'm not a magical girl, that's what you wanted right?"

"I... there's... there's something I haven't told you Madoka. Something that happened to Kyoko and Mami."

Madoka cocked her head concerned. "Kyoko-chan and Mami-san? You said they were alive and at the shelter right?"

"Yes, but there's something I did or rather ordered done and... I-"

"Madokaaaa!" It was Sayaka's voice and Madoka looked up to see her, Mami, and Kyoko running toward them.

Madoka broke out into a wide smile and began to run toward them. "Sayaka-chan! Kyoko-chan! Mami-san!"

"Mado... huh? Why are you carrying that thing!? Wait are those... tears?" Sayaka was looking over the Incubator with a combination of disgust and confusion on her face. Then she locked eyes with Madoka. "What happened?"

"It's kind of a long story, but Rumplestiltskin did something to him. Uh... Sayaka-chan?" Sayaka had shifted her gaze over to Homura and her face quickly changed to an expression of unrestrained fury. She walked over to Homura and before Madoka could think of anything to say Sayaka slapped Homura across the face as hard as she could. "Sayaka-chan! Why did you just do that!?"

Sayaka turned to face Madoka while pointing at Homura. "Did she tell you what she did to Mami and Kyoko!? They're human again Madoka! All because she ordered that imp to do to them what he did to me!"

Madoka's eyes widened. "Homura-chan you didn't!?"

Homura simply held her head down as tears began to run down her face. "She's right Madoka I... I was a fool. I thought I was in control, I thought I was doing the right thing and... I was just too stupid and arrogant to see what would happen. They have a right to hate me, I betrayed them."

"You're damned right!" It was Kyoko walking over to Homura. "I didn't get to finish what I started before that scaly freak sent me and Mami back here! And I intend to finish it Homura!"

"I understand Kyoko. I... I won't stop you."

"NO!" Madoka put herself between the two girls. "Kyoko-chan stop, this won't help anything! And Homura-chan you can't do this either! Don't you see that you're starting to fall into despair just like Sayaka-chan did when she was a magical girl?"

"I..." Homura took out her soul gem and saw that it was starting to blacken again, faster than it should be.

Madoka put a hand on Homura's shoulder. "Please Homura-chan, you did all of this for me, you didn't do all of that just to become a witch now!"

"But I..."

"You made a mistake Homura-chan! We all made mistakes. You were just trying to save us and you made a bad decision but you're sorry about that and that's enough for me." Madoka looked at Kyoko and Sayaka. "It should be enough for you too! We're all alive and we're so close to be able to move on from all of this. We need to stop fighting each other or we'll destroy this chance we have and... there won't be any hope for any of us after that."

Kyoko and Sayaka hung their heads. While Mami walked up to them. "Kaname-san, you've changed. You're stronger than you were before and... you're right." She looked at Homura and smiled. "Akemi-san, you may have hurt me but you were also trying to help me. You didn't want me or Kyoko to suffer as a magical girl and I understand why. I forgive you."

Kyoko turned away with a scowl on her face. "Tch ok, fine! Turning into a witch or dying fighting one would certainly suck. And... I remember you said you wanted to give us the choice of doing it but I guess that slimey bastard got away from you. So yeah I forgive you too and... you're going to need these." Kyoko pulled several grief seeds out of her pocket and handed them to Homura.

Madoka looked over at Sayaka. "Sayaka-chan?"

"I... alright I admit it's complicated. I was violated, nearly became a witch, had my beliefs torn to pieces, and... lost Kyosuke forever but... that was because of Kyubey and Rumplestiltskin, not you Homura. We all went through hell this last month and you were just trying to control him and keep him in line so he wouldn't hurt us too bad or kill us and I don't think I or well any of us would have been able to do much better. I forgive you."

Homura looked up at them with tears in her eyes. Her soul gem stopped getting darker and a smile appeared on her face. "I... thank you! I was able to keep my promise and protect Madoka because of all of you! I used to think I couldn't save any of you, that I had to do everything alone and didn't have to rely on anyone but... I was wrong. You're all my friends and you're all precious to me! So I'm going to make a promise to all of you. I'll protect all of you and this city for a long as I can, no matter what it takes. I won't give up, not ever!"

Four months later...

Heidi Atkins awoke and sat up in her hospital bed. She'd been having such an odd dream but she couldn't remember the specific details. She remembered that it had been dark and scary and that people had died but that things might have turned out well in the end. She shook her head and got out of bed. Today was a very special day, her first day of school. For the longest time she had to be home schooled due to her heart condition. Ever since she could first remember she'd been lonely, her condition made it very difficult to find friends. Today though she'd finally be able to attend the local public school and have something approximating a normal life. She walked over to hospital window and pulled it open while breathing in the scents of the nearby trees and flowers. It was another beautiful day in Storybrooke.

Heidi showered, got dressed in her new school uniform, worked her hair into two long braids fastened with two purple ribbons, and put on her glasses. She was about to leave when she glanced down at her hand and realized she was missing something important. She walked over to the small dresser and found what she was looking for: A small silver ring with an amethyst set into it. It was one of her most precious possessions and she placed it on the same finger where whose nail sported a purple diamond. She couldn't remember where she'd gotten both the ring and mark but the mark never wore off and she never felt complete going out without the ring on the same finger. Smiling, she left the hospital room for her first day of school.

As Heidi left the hopsital she looked up at the prominent clock tower. It was stuck at 8:15, as it always was. She walked to school feeling invigorated despite her years of frailty. As she walked she looked at the town and its people. Storybrooke was a quaint little town and most of the people were known to one another. There was Dr. Hopper, the town psychiatrist walking his dog. Heidi liked him, he was very kind and when you had a difficult decision to make and you didn't know which choice was the right one he was always able to help you find it. The town's bester carpenter Marco was trying to fix an old sign and walking underneath him... and that's when Heidi froze. The man walking by Marco's ladder was dressed all in black and walked with a limp assisted by a black cane with a gold handle. Despite his crippled appearance that man, Mr. Gold was one of the most feared people in the entire town. He pretty much owned the town and practically everyone, including Heidi's parents had to pay monthly rent to him or be kicked out onto the street. Heidi shuddered and kept walking only to see perhaps the second most feared person in Storybrooke, Regina Mills, the mayor. No one ran against her and everyone, including Heidi gave her a wide berth. Despite the fact that she was smiling Heidi always thought the mayor seemed angry, like she was about to lash out at any moment. And she had such dark, cold eyes... Taking a deep breath she continued on.

As she passed by the Dark Star Pharmacy she saw the owner Mr. Clark chasing after a young redhead who had apparently stolen several candy bars. He eventually tired out and heaving began to sputter about calling the sheriff before ending up in one of his well known sneezing fits. Heidi felt sorry for him and wondered why despite owning a pharmacy he didn't seem to ever take any allergy medication. As she started walking she noticed an odd white cat on the bench outside of the pharmacy. It looked at her with eyes that seemed oddly reddish in the light and when it leapt off bench she noticed it had a weird set of black markings on its back forming what looked like a circle. She shook her head for a moment and continued her trek toward school.

Once she reached the school and saw all the students Heidi's excitement turned to fear. She was always so shy and had real trouble just talking to people much less getting to know them. She stumbled forward awkwardly and bumped into an older girl. She turned around and Heidi looked away sheepishly afraid she had offended the girl. "I... I'm sorry."

The older girl, a blonde with very light brown eyes simply gave Heidi a warm smile and stretched out her hand. "After you."

Heidi nodded and walked forward heading into the school. That girl had looked to be a sophomore so she was likely a year older than Heidi who was a freshman. She walked on and saw her classroom. The teacher, a woman with very light brown hair and eyes motioned her into the classroom. Heidi walked in timidly as the other students began to whisper amongst one other. She scanned the classroom looking for students that she might be able work up the courage to approach and spotted two who stood out down the middle of two rows. The first was a black haired girl with blue eyes who had dyed her hair a shade of blue. The second was a strawberry blonde who had dyed her hair pink. She had warm brown eyes. Heidi thought they might make good friends... but her heart was thumping in her chest so hard and she couldn't think of a good way to introduce herself. She desperately wanted friends, but this is what always happened. She'd get nervous and screw things up. She kept whispering a prayer in her head: 'Not this time. Please not this time.'.

The teacher gave her a warm smile. "Class we have a new student joining our class. Please introduce yourself miss Atkins."

Heidi stood in front of the class trembling. She took a deep breath and began to speak. "Hello, my name is Heidi Atkins, it's nice to meet all of you!"

Author's Notes: Ok I admit I'm being a bit of a bastard with that ending but given that Once usually ends its seasons with a cliffhanger event it's appropriate. Plus it gave me an excuse to use the timid, younger version of Homura which was fun to write! I'm more than willing to write a sequel story if people would be interested. In fact I have a few ideas and there are some story hooks in place in this chapter to dovetail into that sequel. While this story is more of a traditional PMMM tale with the inclusion of a few Once characters, the sequel would be a traditional Once story involving the PMMM characters what with the standard back and forth storytelling between past and present that is native to that series. There's four months to account for between the time of the girls reunion at the shelter and them being dragged into Storybrooke. So bookends.

And just as a note yes, the girls are described as middle school students in the anime/manga and high school students in Storybrooke. This is because of the difference between grade designations in Japan vs the US. In Japan Madoka and Sayaka would be second year middle school/junior high school students. In the US they would be freshmen with Mami being a sophomore.

This chapter and to a larger extent this story has been something of an emotional and creative marathon for me. This story actually has a bit of an interesting history. Originally it started in my head almost a year ago as a one shot of what became the first chapter. This was actually before I had watched PMMM. I had stumbled across some descriptions of Nagisa/Charlotte and Kyubey and realized that there would be some interesting interactions between them and Rumplestiltskin for obvious reasons. I can't remember but I do think I had started to write that nascent idea before I shelved it after I realized it wasn't good for a one shot and I didn't know enough about the anime to properly continue the story. It wasn't until a few weeks ago that I actually got to watch the anime for the first time and it blew me away. Puella Magi Madoka Magica is easily one of the best series I ever seen as well as being the most emotional series I've watched alongside series like Higurashi: When They Cry and Shiki. This series touched me and was one of the few to get me to cry. That was how I knew for certain how special the series was and it ultimately pushed me to come up with the idea of the Outsider's Tale series and writing this story.

Can you believe that this story actually had three different endings during the time I was writing it? In my original drafting of the series in my head Madoka was supposed to go Gretchen and Homura was supposed to end up in yet another loop to illustrate the idea that the PMMM characters are in their own odd version of the Dark Curse. It makes sense when you think about it. All of them, but especially Homura are trapped in a prison of time where all of their happy endings are repeatedly ripped away from them. This changed when I started writing chapter 6 and had Homura get Rumplestiltskin's dagger. From there I realized that she'd manipulate things in such a way as to save Madoka though not necessarily in a good way. The second ending involved Madoka making a wish and being about to become a witch only for a command that Homura had made earlier forcing Rumplestiltskin to save her by doing the same thing to her as he did to Sayaka. Because Madoka was in the middle of transforming into a witch when this happens she ends up in far more excruciating pain than Sayaka did and Homura would have been forced to watch helplessly as Madoka went through hell to regain her humanity.

The third and final ending came about as I was writing this chapter, specifically the part with Madoka and Kyubey in the evacuation shelter. This ended up being something of an epiphany for me which translated down to the character. Madoka as I mentioned in the chapter 5 notes is actually quite observant and thoughtful. I realized that given how much farther Homura had fallen by this point that Madoka might realize a few things about what Homura would later do if she made a wish and from there the idea of what wishes are and why they're bad news. And I ran with it and I'm glad I did. That one scene ended up being the cornerstone of the chapter and dictated everything that came after it and retroactively a few things before it too. You see there's actually two traps to Kyubey's deals, the first is the well known magical girls become witches and you have no good way of breaking this contract.

The second is the trap of a wish itself. But what is a wish and why is using magic to make a wish a bad thing? A magical wish is effectively a violation of reality. The person wishing is forcing reality to give them something they want that they haven't properly earned. And reality rebels against such arrogance. All wishes are selfish by definition. They are a voiced desire to change something. No matter what is being changed there's that selfish connection of the wisher wanting something to happen regardless of why. And that is why reality and fate end up twisting the wish and turning it on the wisher. You might get what you asked for at first but eventually the wish will come back to haunt you. That is the true cost of making a wish and its why in many tails being that offer wishes are depicted as evil beings. This is something that's actually well shown in Once (Well at least until the BS deus ex machina of the wishing star because can't make the Frozen characters suffer because popularity though I digress). The genie who becomes the magic mirror states in one episode that he's granted 1001 wishes and seen them end badly 1001 ways. Snow White's father and later the genie himself pay dearly for making their wishes. There's wishing on the blue fairy but even then someone either has to have done something (and keep doing something) for the magic to work and keep working or in the case of Jiminy Cricket you have to accept a long and potentially thanksless task. Then there's Once's sister show Once Upon a Time in Wonderland where wishes are a major part of the plot. The characters really don't succeed because of Alice's wishes. In fact those wishes are why the villains are after her and they do come back to haunt her. The characters succeed through a combination of cunning and determination. Sadly one of the characters in this series ends up in the usual series of events involving wishes and winds up dead. It also makes the reference in the story to Wonderland very appropriate.

Madoka uncovering this second trap is what gets her to realize the simple fact that making a wish can't truly fix things and we actually see this both at the end of the series and Rebellion. In the series we know things are going to go badly the moment Kyubey knows about the witches in the new world and expresses interest. Regardless of what he says afterwards about it not being provable we know the Incubators are likely to try something and that it could in fact mess with and bring down Madoka's wish. And of course we actually see this in Rebellion where the paradise Madoka built is effectively sundered by Homura's direct interference of her powers. The wish and the sacrifice she made have been corrupted and turned against her in what will eventually be the most painful way possible when she regains her goddess self and has to fight Homura as an enemy. Regardless of how beautiful and poetic Madoka's sacrifice was, and it certainly was both of those, she ultimately fell into that trap. We haven't seen a fourth movie, but I do hope they do one and explore this concept in canon as it's full of potential.

I also wanted to explore one final aspect of Rumplestiltskin and that was him as a teacher of those with magical potential. In Once he's trained three of the most powerful and evil sorceresses in the series. He also gave magical advice to Emma at times. So here he's doing it with Madoka. Despite how vicious he is he does seem to enjoy doing this to some extent hence his reaction to Madoka calling him sensei. I also decided to show him as a dark mentor when he inflicts his revenge on the Incubators and describes how ripping someone's heart works and what you can do with it. I also wanted to bookend with his foibles, namely his arrogance and tendency to overlook things. Rumplestiltskin doesn't see everything even though he has the power of the seer. He can see parts of pretty much all potential futures but it is difficult to determine what will be and what won't and even when he does do this his own interpretations can blind him.

Now as for the Incubators' fate I did enjoy writing the mental imagery of the entire species' breakdown into guilt and madness. It's a nice reference to what Homura does to them at the end of Rebellion. There's a lot of meaning in the Incubators' downfall as described and it allowed me to drive home the foolishness of what they were doing in the first place. Entropy is a fundamental force of the universe and trying to overturn it is simply folly but of course they can't understand that. The Incubators look down on emotions in the series even calling it a mental illness in their own species. They rely solely on logic and efficiency yet the world has always been illogical and it is emotions that allow us to make sense of those irrational bits. The Incubators lack this ability and thus they are blind to the problems they are causing. And of course everyone who hates the Incubators and Kyubey in particular and wants to him suffer for what he did will get a little schadenfreude from seeing his fate so meh.

Now for the music. There's a little of everything here but the big new piece is Madoka's most well known theme, "Sagitta Luminis". It wouldn't be Madoka Magica without it and a slower, more orchestral version was perfect for writing the parts where she takes center stage and either makes an important point or a momentous decision. There's also "Hope Will Return" from the Once Upon a Time Soundtrack. It also helped with many of these things. Madoka is nothing if not the one who can instill hope and bring people together.

Finally the Once title capture for this chapter is Walpurgis Nacht hovering over the destroyed city. I hope you all enjoyed reading this story as much as I enjoyed writing it. I will be looking over the previous chapters and possibly adding a few things before moving onto the next story in the Outsider's Tales series. The first two chapters in particular are far too short and could use some filling out. Please review and let me know what you think! Writing is always a collaborative process that involves critique, refinement, and self-exploration and I want to thank everyone that does give their opinion beforehand. You guys will help me to be a better writer.

Now as far as the next story in the series there are several that I'm looking at and I would actually like some input on which people would like to see next. Here's the ones I'm currently looking at:

A Doctor Who crossover that features the Eleventh Doctor and involves a more in-depth examination of Madoka as a character. As I said in a previous author's notes Madoka is a wonderful character to work with and there's a lot of examine with her. In fact I'll admit that just like in the series Madoka pretty much started to take over this story from the point I started using her a POV character so there's a lot I'd like to have a closer look at.

A Green Lantern comic crossover that would involve looking into Mami a little more. Keep in mind this would not be a normal PMMM story. Superheroes are naturally antithetical to the dark world of PMMM where fate seems to literally be out to get the characters and power always comes at a steep price. The story would be a comic book tale set in both the PMMM and DC universes. It would basically be the equivalent of the characters kicking fate in the nuts and stealing its lunch money though not without all hell breaking loose. But it would give me a chance to do a better job of writing fight scenes so point to that.

Finally there's a story involving the Incubators and what would happen if Kyubey ended up acting strangely. It would be a chance to do some speculative writing on their habits, culture, and what happens when one of them goes all weird.