A/N: Brutal chapter. That is all. Enjoy.

-Walpurgisnacht-

The storm above twisted and twirled as lightning spun around dangerously. Dark clouds above roiled and rolled with wild abandon. And in the center of it all, a strange light appeared. It was neither the sun nor the moon.

Pop looked up anxiously, knowing all too well that the thing she was dreading had now formed. Now wasn't the time to stand there and gawk. Now was the time to prepare for the toughest fight of her life. To that end, she used another Magical Sphere to cast a spell that would replenish her entire reserve of elemental energy.

Stay calm, kid, advised Kyoko's voice, You'll get through this.

You just gotta know what you're doing, warned Sayaka's voice.

Walpurgisnacht is far greater than any Witch you've fought until now, warned Mami's voice, Are you ready?

"I hope so," Pop replied.

Of course, being ready was thoroughly mandatory. If she wasn't, then this was not going to be pleasant in the slightest. Even if she was, the red Ojamajo would still find the battle unpleasant.

A thick mist approached the mansion, washing around it like a tidal wave and even covering the balcony in its eeriness. Pop swallowed her fear and apprehension and proceeded to walk toward the edge.

Below, the ground was completely obscured, but sounds from below told her there was a lot of activity going on. The sounds in question reminded her of a massive stage gathering. That's when she noticed what seemed to be lines coming up from the mist and leading to the sky in the distance. Pop immediately mounted her broom.

The clouds opened up, revealing the source of the strange light: A behemoth, inverted doll with a cluster of gears for a base. Orbiting it were chunks of land that had clearly been ripped out from the ground below it. The gears separated for a split second, after which the chunks of land burst into multi-colored, otherworldly flames. A ring of runes circled for a few moments, but it was long enough to be discerned.

"Walpurgsnacht."

This is it, Pop thought, Onpu-chan used the combined powers of these Medallions against me earlier. Now to see if she was either right about only ghosts being able to use them to their fullest…or if she was trying to show me their true strength!

At once, Pop lifted off and channeled all eight energies into one. What came out was a spray of sixty-four blasts, eight for each of the different Medallions. They even homed in on Walpurgisnacht and impacted against the gigantic Witch, exploding spectacularly upon connecting.

"Ahahahahahaha!"

The smoke quickly cleared, and to Pop's dismay the powerful Witch was completely unscathed. To rub salt on the wound, that last attack left her meters completely drained of elemental power. Pop gritted her teeth and quickly moved to find a hiding spot so she could recharge. All while Walpurgisnacht continued laughing maniacally and breathing huge gouts of the same multi-colored, otherworldly fire all over the landscape.

Pop flew to the roof and took advantage of the cover afforded by the giant chimney to cast a spell to recharge her meters. Once she did so, she felt the need to plan. Using every last drop of it at once didn't do anything other than earn some mocking laughter, so using her elemental power and magic more conservatively should at least make things a little easier.

On that thought, the young girl flew out from her hiding spot and immediately used the Earth Medallion's power to affect the ground right below Walpurgisnacht. Seconds later, hundreds of razor-sharp pieces of rock burst out and rocketed upward. They relentlessly sliced and dug into the powerful Witch, breaking apart as they did so and seemingly causing even more damage.

"Ahahahahahahahahaha!"

The dust cleared again, leaving an unscathed Walpurgisnacht still floating in the sky. This time, it floated around, bobbing like a balloon caught in the wind. It may as well have been toying with her…

Nevertheless, Pop channeled both Light and Darkness into twin pillars and sent them right into the monstrosity. They hit easily enough, but the thing simply retaliated with a breath of flame, destroying both attacks. Somehow, the attack continued and combined impossibly with Pop's magic and erased everything it burned from existence. To Pop's relief, the inferno missed the mansion, but it came terribly close.

Thinking quickly, Pop took to the skies and made a beeline for a small chunk of land, dodging other chunks along the way. When she made it, she made sure to place a few bits of Fire energy next to it before retreating. When she was a safe enough distance away, she triggered the blast, causing it to rocket right into Walpurgisnacht.

"AHAHAHAHAHAHAHAHAHA!"

It hit the Witch's head, but again left no discernible damage. It didn't even make a dent.

"What's with this thing?!" Pop shouted.

Dismayed and desperate, Pop quickly flew right up to another, even larger chunk and set both Water and Fire next to it. She then set several Ice blasts at various points as well before retreating. She repeated the same tactic again and triggered the Waters and Ices, encasing it in a titanic block of ice and sending it right into the Witch again. This time, the chunk caught her and began pushing her back. Moments later, she was driven into the ground, giving Pop the chance to ignite the Fires she placed.

The explosion was catastrophic, enveloping the impact site in a thick pillar of fire. At the same time, shockwaves from the explosion rocked the land while a severe gust blew away the mist.

No more activity could be seen from Pop's vantage point. She quickly settled over the balcony.

"Okay," she said to herself, "It's over now… Walpurgisnacht has been-!"

Suddenly, a small part of the smoke column parted ever so slightly. From the parting, a thin beam of what seemed to be a starry background rocketed out. Pop had only a moment of shock when she was struck by the attack and sent flying. She righted herself, but not before the thin beam turned into what appeared to be a few Puellae Magi. In the distance, a faint outline could be seen rising through the blaze.

"AhaAHahAHaHAHa!"

At the Magic Research center, Majo Toron was looking out the window and taking in the dreadful sight that was the battle. Shadow Ruka stood by her side.

"Terrible…" Majo Toron remarked, shivering, "Absolutely terrible…"

"Kada and the others had been making a plan to take it down," Shadow Ruka replied, "But seeing it from here…Even I'm having my doubts."

Majo Toron shook her fist. Seeing a monstrosity like this brought back a more than a few unpleasant memories. But to see something like this in her lifetime immediately after several other harrowing ordeals? Perhaps it would be too much for her to handle. She wasn't that young, even by Witch standards.

Shadow Ruka had seen Walpurgisnacht-level Witches via simulators, but not in real life. For her, seeing something like this was a nightmare come to life. She then flash backed to the promise she made to herself regarding Pop.

Majo Toron returned to the monitors and began trying to analyze the data from the various streams. "Should've activated these earlier," she muttered. She flipped a switch; in moments, the entire complex was encased within a hemispherical barrier. "This should at least keep out some of that monster's attacks…hopefully without mixing magicks."

Shadow Ruka got a grave look on her face. "Sorry Light Toron," she said, grimly, "I'm needed back at the base. I will return when able!"

On those words, she vanished into the shadows.

Meanwhile in the cell, Shadow Momoko was clinging to Shadow Onpu. Both were under the cot in the hopes of using it as a shelter in case the ceiling collapsed.

"Shadow Onpu-chan…?" Shadow Momoko began, shakily, "Is…Is this the end of the world?"

Shadow Onpu shook her head. "It won't be," she promised, "And I will make sure you stay safe!"

Shadow Momoko clung tighter to the purple Shadow. The latter did the same, complete with every intention of protecting the shy yellow Shadow beside her.

In the underground chamber, the Shadow Ojamajos were huddled against one another. Shadow Doremi had again removed the portrait imprisoning her Light Half, shrunk it down, and pocketed it for safe-keeping. At the same time, the others had barricaded the doors and other openings.

"Onee-chan…?" Shadow Pop began, fearfully, "A-Are we going to make it out alive?"

"Preferably without getting eaten?" Shadow Hazuki added.

Shadow Doremi gulped. "As long as Light Pop doesn't screw up, we'll be fine," she said, "Besides! Walpurgisnacht might even pass on by!"

"It will devastate Majo Kai if it does," Shadow Hana warned.

"And with it the Light Being's defenses," Shadow Aiko added, grimly, "If it doesn't destroy the realm outright!"

The fivesome huddled even tighter together on those thoughts…

Pop flew around, trying desperately to get another powerful blast off. To her horror, every time she did so, it would just repel her attack with an even bigger one of its own. She was nearly burned alive several times already.

Finally, she had a good shot, but just before she could get it off, something like a spear zipped past her, knocking the Vac-Drive's nozzle out of her hand. She turned to the source and gasped in shock.

Floating at least sixty feet away was a familiar that bore a vague resemblance to Kyoko Sakura. It was made of the same starry background as the stream that struck her back earlier, but it had taken on a more malevolent disposition. The only discernible part of a face it had was a mouth curled into a sadistic grin.

"Kyoko…?!" Pop gasped.

Pop immediately took evasive maneuvers in an effort to prevent the familiar's barrage. She managed to get the nozzle back in her hand, but her attention was now divided between trying to fight Walpurgis and its little minion. It was then when she decided that she would have to get rid of the familiar first.

She was about to try and blast it when several shots rained down upon her. She was hit by one of them, suffering a burned shoulder for her troubles. She then looked up and saw that the assault's origin was yet another familiar. This one, however, had taken the form of Mami Tome.

"Mami…?!" Pop gasped, dismayed.

She then quickly flew away as the two familiars trailed her, the Mami familiar shooting at her all the while. She flew close to the top of the roof, hoping to use the pillars there to deflect some of the shots. To her dismay, another familiar was waiting behind one of them. Just as Pop blew on by, it swung. She caught sight of it just in time and ducked, losing only a part of her hat.

The familiar itself looked like Sayaka Miki, and, like the rest; it too sported a sadistic grin.

"Sayaka?!" Pop cried.

Unable to take it, Pop flew off again. She now had three familiars on her tail, all of which taking the forms of the fallen Puellae Magi that had given her advice. She could no longer afford to focus on Walpurgisnacht now. All she could do now was avoid the familiars and find a way to kill them.

Flying around by itself is easy for a Witch Apprentice of her level. Flying around while being chased by a bunch of monsters that want to kill for fun is harder than it sounds, especially since they're shooting at her or throwing attacks left and right with no end in sight. Pop wished this was just a nightmare she could wake up from, but it wasn't. These monsters were real, and they were going to stay real until she killed them. So far, she had flown into and through the mansion, avoiding shots that tore the halls and rooms apart while trying to get a hit off herself. Every time she circled out, Walpurgisnacht would simply either ignore her or send a few attacks of her own at the red Ojamajo, forcing her back inside for safety.

Suddenly, a different familiar ambushed the red Ojamajo and sliced at her with a clawed glove. Pop narrowly dodged it, but another strike from it landed and put several long scratches on her back. That part of her uniform fell down as Pop fled the familiar. She did not recognize the Puella Magi it had taken the form of, but she still felt as though she had seen it before…or was it that the others had seen it and it was in their memories? In any case, she came to the backyard where she fought the Wheel Machine and made an attempt to lure it into a death trap.

She landed on the ground and almost immediately spotted something out of the ordinary. Taking a chance, she rushed up to it and discovered it to be the same gun Hana conjured earlier. She grabbed it, and not a moment too soon, for the familiar trailing her was right on top of her. She spun around and pulled the trigger…

…and to her relief, unleashed a barrage of bullets right into the monster's minion. The familiar couldn't take the attack and quickly disintegrated. Pop only had a moment of respite when the Sayaka familiar arrived, sword drawn. There was no time to even react beyond raising the gun as a wall to take the oncoming attack. It was sliced clean in half, but Pop was able to throw its remains at the familiar. The strike only seemed to anger it, but it bought the red Ojamajo enough time to escape regardless. As she did so, she blasted the familiar with a gout of fire, forcing it to dodge and give her even more time.

"Pippito Purito Puritan Pepruto!" Pop chanted, "Time stop!" Just like that, time froze. "Pippito Purito Puritan Peperuto! Refill the Meters!"

Both spells did the trick, and Pop was now had a full reserve of Elemental Power.

This is getting me nowhere! Pop thought to herself, I flee from them to try and give myself an opening, but they keep countering and dodging me! These familiars are almost as powerful as those Witches! Pop grit her teeth in frustration. Time wasn't going to stand still for much longer, so she had to come up with a plan to finish off Walpurgisnacht. She did so, but it was going to be a long shot. I will need far more energy than the Vac-Drive can hold…

Pop silently shook her head and positioned herself in between Walpurgisnacht and the mansion. When she did so, she pulled out the eight Medallions. They began levitating before her.

"Pippito Purito Puritan Pepruto!" Pop chanted, "Bring out the Fire Medallion's full power!"

Her spell did the trick, causing the Fire Medallion to flare up. She then repeated the process with the remaining Medallions, unleashing their full strength; A chilled aura for the Ice Medallion, a dust cloud for the Earth Medallion, an orb of spinning air for the Sky, a ball of water for the Water, a cloud of darkness for the Dark, a brilliant glow for the Light, and what seemed to be a 3D score for the Music.

She then followed by channeling thin beams of each of the elements through their respective Medallion, bringing their full might under her command. Just as time began flowing again, several thick beams of Elemental Energy burst forth from the Medallions, all headed right for Walpurgisnacht.

One by one, they struck and exploded violently, each leaving another thin beam near it. As each beam did its job, they continued past and arched upward. Once all of them had done so, the thin beams near the monstrosity became a cage of sorts, barring its movements while the thick beams merged into one powerful blast.

"I've fought through everything this night has thrown at me," Pop began, "I've seen things no girl should ever see in their lifetimes. I've struck down and defeated more than you could ever imagine. I've walked through life as an unknowing person before I saw what magic was truly like. I've had to be saved by my older sibling on more than one occasion…and I will return that favor!" Right then and there, the blast dropped down upon the trapped Walpurgisnacht, catching it in a multitude of tremendous explosions as the attack shone like the sun itself. "Majo Kai's threat tonight will only last for this night. And when it fades, it will fade for good!"

With that proclamation, the final explosion ripped through the cage, shattering it and mercilessly covering everything in its radius in raw destructiveness. When it was all over, a massive cloud of dust floated where Walpurgisnacht once was.

"It's…It's over…" Pop muttered, settling closer to the third floor balcony, "I've…I've wo-!"

"Hah Hah Ahah Hah!"

"Wh…what…?!"

"Hahaha Hahaha Hahaha!"

"N-No! Please, no!"

"Hahah HahAh hAhahahaHAHahA!"

As the cloud dissipated, the outline of Walpurgisnacht became very much apparent.

"NOO!"

"AhahaHaaAHaaHAAHahaAHaAhaHaAhaAhaAHaAHaH!"

Moments later, a sudden burst of wind courtesy of the monstrosity blew the remnants of the dust cloud away, revealing a thoroughly intact and unscathed Walpurgisnacht. Then, it breathed a massive jet of its own flames at the red Ojamajo.

Desperate beyond imagination, Pop used the remaining power within the Medallions and arranged them so that the Fire, Water, Music, Ice, and Earth Medallions were in front while the Light, Sky, and Dark Medallions were in between the first five and Pop. The ensuing barrier caught the initial attack, but the magic behind it and the magic that Pop channeled into the first five Medallions seemed to mingle…and several small explosions rocked them.

The barrier failed, and the secondary barrier afforded by the last three only shoved Pop back violently, throwing her to the balcony and sending her tumbling into the wall. The blast shattered the alicorn statues and sent the outer half of the balcony to the ground below.

Pop had only a moment of dizziness when she was suddenly impaled by the horn of one of the statues.

"AAHHHHHHHHHHHHHH!" screamed Pop. Blood was already seeping out of the wound. At the same time, the horn was long enough to pierce the floor beneath her and pin her to it. "…ugghhh…w-why…? Why…does this…?"

She then noticed that the Vac-Drive and the All-in-One had been thrown off her person. The latter was in sight but well out of reach. Desperate, Pop reached for the All-in-One in a futile bid to call for help. As if to rub salt in the wound, it was picked up…by the Sayaka familiar.

It held the device out to Pop, grinning malevolently as it did so. Then, it crushed the device…and threw the pieces away. Her last hope for escape went with it.

She had lost. For real this time.

Moments later, the Kyoko and Mami familiars landed. All three had surrounded the now terrified red Ojamajo. With a predatory smirk, all three of them leapt into the air and landed right next to Pop, where they began beating her, tearing her skin, and ripping her left arm and leg apart. When they finished, they flew into the air to survey the girl's suffering.

She was barely holding on. Already, she was in a growing pool of her own blood, and she was beginning to feel death's chill. Her thoughts were a mess, but words came to her mouth. She reached upward, her vision blurring. She did not see the familiars training their weapons on her…

"I…Have to…" Pop muttered, "I have to… I have to… I have to… I have to… I have to… I have to save-!"

A gunshot rang through the air. The attack split Pop's right arm in half, stunning her into pained silence. Then, a spear impaled her through her lower body. Finally, a sword struck her through her face…

Pop saw nothing. She felt nothing. She heard nothing. She sensed nothing.

Nothing.

Nothing…

A/N: I apologize for the grimdark in this chapter. But if I had allowed Pop to win over Walpurgis, then she would've been a complete possession sue. The Boolossus battle in "Luigi's Mansion" is also considered that one boss, so I decided this fic's equivalent would be a hopeless boss fight.

If you recall what a certain character said earlier in the fic, you might have reason not to feel this story is over. I can confirm that this is neither the last chapter nor the penultimate…or even close.