"Why didn't you tell me that the enemy was Madoka?!" asked Homura as she stormed into the control room of the base after the battle.

"It would not have changed anything," said Kyubey.

"But I also should have seen your reaction to learning the truth coming," he said.

"She would have been more prepared to face her if you had, this was just cruel and not needed at all," said Marinette while giving Tikki a cookie from her bag.

"Perhaps you are right, but it does not change what has happened," said Kyubey.

"How did she turn into a witch?" asked Homura.

"Thousands of years after she became the ultimate magical girl, Madoka stopped fighting and instead allowed the witches to run amok killing everything in their wake," said Kyubey.

"She wouldn't stop for no reason, especially since her wish included nothing being able to get in her way in fighting witches," said Homura.

"Madoka herself is what got in her way," said Kyubey.

"After fighting for so long she had come to the realization of the fact that all her friends and family were gone and that she was the only one left from her original time meaning what she was fighting for was no longer there," he said.

"That must have caused despair to set in which turned her into a witch," said Rory who had been going over the data the base had. In the data she had discovered things from all their worlds and had read more on the world that Homura and Madoka came from.

"Exactly, but her power far exceeds what the Incubators could have foreseen and she became a witch that no magical girl would be able to stop," said Kyubey.

"Alright, now that we got that out of the way," said Rei.

"I want to know why you stopped me earlier when I had her right in my sights," she said while looking at Homura.

"Because I would do anything to save her, including reliving the same month a hundred times over and over again while trying to find a way to stop her from making her wish," said Homura.

"In the end I managed to only change the future and made things worse for her," she said.

"You're in love with Madoka, aren't you?" asked Marinette which got everyone to turn their attention to her before putting it back on the black haired girl.

"Yeah, I am," said Homura before she stormed out of the room.

"I did not see that coming," said a surprised Aoi.