Kyoko sat at her desk in class, zoned out as Ms. Saotome rambled on about eggs or something. Obviously she'd just broken up with her most recent boyfriend, which spelled doom for the eighth-graders, especially poor Nakazawa. Just another typical day at Mitakihara Middle School. Except, of course, that there was a new transfer student joining the class today. Sayaka had mentioned that the new student was an old friend of hers and Hitomi's named Madoka Kaname, who had moved to the U.S. a while ago and just recently moved back. For some reason, Kyoko couldn't shake the feeling that she'd heard that name somewhere before.

"Now that that's out of the way, let's give a big welcome to our new classmate!" Ms. Saotome turned to the classroom door and waved the transfer student in. "Miss Kaname, come on in."

Madoka walked in and stood in front of the whiteboard. "Um… My name is Madoka Kaname. It's nice to meet you."

There it was again! Kyoko got that same feeling of déjà vu. It's possible Sayaka had mentioned Madoka's name around Kyoko before, but that wouldn't explain why Kyoko recognized Madoka's appearance or her voice. Kyoko had definitely met Madoka before. As Madoka continued introducing herself, Kyoko searched her memories trying to figure it out. But by breaktime, Kyoko was still drawing a blank, except for a vague feeling that this had something to do with Homura. Why her of all people?

Before Sayaka and Hitomi could get up, a bunch of girls from the class crowded around Madoka's desk. They started to hound Madoka with questions about her life in America. "Think we should go rescue her?" Hitomi asked Sayaka.

"Nah, let's let her be Miss Popularity for a while." Sayaka replied. "I doubt she'll get this much attention again anytime soon."

"Hey, Sayaka, when did you say she moved away?" Kyoko asked.

"About three years ago. Why?"

"And I met you a few months ago, right?"

"Well, yeah, you were there. What's with-" Sayaka suddenly stopped talking when she noticed that Homura had shooed the other girls away and was walking Madoka out of the classroom. "Okay, now we should go rescue her!" Sayaka stood up and gestured for Hitomi to follow.

"Uh… yeah… you do that. I gotta go to the bathroom." Kyoko quickly left the classroom.

When she saw Homura with Madoka, Kyoko suddenly remembered when Homura, on the verge of succumbing to despair, betrayed Madoka at the last second. And after that, a whole ton of other memories came cascading back as well. Kyoko remembered being a magical girl and fighting alongside her friends in Homura's witch labyrinth. Then she remembered Sayaka being taken by the Law of Cycles. Finally, Kyoko remembered the wish she made that wound up killing her family. She looked at her left hand and noticed a ring and a red decal on her fingernail, neither of which she'd seen there before. Kyoko recognized the ring as her Soul Gem.

There was no way any of that crazy stuff was true, yet it all seemed so real to Kyoko. To prove she wasn't going insane, she'd have to see if someone else remembered it too. Obviously Homura would deny it, and she'd definitely notice if Kyoko approached Madoka. And Kyoko's instincts told her not to talk to Sayaka about this just yet. That left but one option. With that in mind, she made her way to one of the ninth-grade classrooms and waited outside. Once class let out, Kyoko approached Mami as she exited the room. "Oh, hi, Kyoko." Mami said.

"Hey, can I talk to you about something?" Kyoko asked. She noticed that Mami was wearing a Soul Gem ring as well.

"What is it?" Mami asked. "Is something wrong?"

"I'm about to find out. Does the name 'Madoka Kaname' ring a bell?"

Mami paused. "I think so…"

"And what about the term 'magical girl'?"

Mami paused again. "Yeah, I think I've heard that before."

"What about Soul Gems? Wraiths? Kyubey? Any of that sound familiar?"

As Mami took this in, she stared off into space. After a moment, she let out a gasp. "That's right! I remember everything now." She looked at her left hand and apparently just noticed the ring on her finger. "Homura tampered with the Law of Cycles, didn't she?"

"Good to know I'm not crazy." Kyoko said.

"Maybe." Mami turned to look out the window. Kyoko looked outside too and saw a number of strange-looking ravens and living dolls, which she recognized as Homura's familiars. Mami gestured to the creatures. "But what do we do about this?"

After sundown, Mami met up with Kyoko, then they both walked to the park. They knew this was one of Homura's usual hangouts. Kyoko had been hesitant to confront Homura, but Mami insisted they do so to assess the situation as well as Homura's mental state. Mami needed to know exactly what they were dealing with.

Eventually, the two of them found Homura dancing around a dying Incubator with her Soul Gem, or rather, the object that used to be her Soul Gem. Perhaps Dark Orb was a better term for it now. She ended her dance at the top of the hill, teetering over the ledge. Kyoko and Mami paid Kyubey no mind as they approached Homura. "We're not interrupting anything, are we?" Kyoko asked.

Homura caught herself before falling and turned to her friends, staring at them with an uncanny expression on her face. The Dark Orb turned back into its earring form and attached itself to Homura's ear. "Well, well, well. What brings you two here?"

Mami was taken aback by Homura's demeanor, but managed to stand her ground. "We remember what you did, Homura. You broke Madoka Kaname off from the Law of Cycles and used her powers to rewrite the universe to your liking."

"I must not have done a very thorough job modifying your memories." Homura tilted her head. "So, now that you know the truth, what do you intend to do about it?"

"Nothing." Kyoko replied. "I'm in."

Mami turned towards Kyoko. "Wait, what?!"

"Well, this is an interesting development." Homura said. "Are you sure you don't wish to defeat me and return things to normal?"

"Why? So I can go back to fighting wraiths every day for the rest of my miserable life?" Kyoko shook her head. "No thank you."

"Kyoko…" Mami mumbled.

"Mami, let's face it. Our lives sucked before this. If this new world lets us live normal lives with our friends, then I'm all for it." Kyoko sighed. "Maybe this is just a happy dream, but I don't want to wake up. Not yet, anyway." Kyoko turned to Homura. "Besides, you might need us to keep an eye on Sayaka and Bebe."

"Her name's Nagisa." Mami interjected.

"Whatever. We don't know when something might jog their memories and ruin the whole thing."

Homura paused. "Perhaps you're right, Kyoko Sakura. I only intended to bring Madoka into this new world. Those two are here by accident. Can I trust you to watch over Sayaka Miki?"

"Sure. I'm already freeloading off her folks, anyway." Kyoko then turned to her blonde-haired friend. "So how 'bout it, Mami? You in or out?"

Mami considered her options. She realized she couldn't argue with Kyoko. Her life truly was miserable before Homura's intervention. And if this world came crashing down, that probably meant Nagisa would go back to the Law of Cycles, and Mami would be all alone yet again. In a moment of weakness, she sided with Homura and Kyoko. "Alright, I'm in. And I guess I have Nagisa covered."

"Then it appears we have an agreement. Oh, and if you ever need Grief Cubes, just let me know. I have an ample supply of them." Homura turned her head towards a wraith off in the distance. Mami and Kyoko both transformed into their magical girl costumes and readied their weapons, but Homura gestured for them to stop. The two magical girls then noticed that the wraith was attacking another one of Kyubey's bodies. "When I rewrote the universe, I 'reprogrammed' them to only attack Kyubey. I needed someone to take on the world's curses, and the Incubators deserved to be punished for their transgressions. Two birds, one stone."

"No argument here." Kyoko dismissed her spear.

Once the wraith was finished destroying the Incubator, Homura pointed at it, and several of her Clara Doll familiars materialized from the shadows. They then ganged up on the wraith and destroyed it with ease. A Liese picked up the Grief Cubes dropped by the wraith and carried them over to Mami.

"Um, thanks." Mami took the Cubes and handed half of them to Kyoko.

"Right now, you two are the only magical girls on Earth, and I've been seeing to it that Kyubey doesn't make any new contracts." Homura said. "I can't risk any new magical girls falling into despair. It could trigger something with the Law of Cycles."

"Makes sense, I guess." Kyoko said.

"So, do you have any more business with me?" Homura asked.

"I just have one question." Mami said. "Why are you doing all this?"

Homura turned away to look over the city. "For reasons you couldn't possibly understand, Mami Tomoe." She took a seat in a chair on the hillside. "As long as you benefit from my plans, you needn't concern yourself with my motives. If it satisfies your curiosity, the simple answer is that it's all for Madoka's sake."

Mami decided she wasn't likely to get anything more out of Homura. "Well, I guess we'll see you at school tomorrow."

"Yeah, see ya, Homura." Kyoko added. Homura said nothing in response. She merely sat there overlooking the idealized Mitakihara City she'd created. Kyoko and Mami turned and walked away. "So, what do you think?" Kyoko asked once she and Mami were out of Homura's earshot.

"Well, she's definitely gone off the deep end."

"That's putting it mildly." Kyoko said. "But I stand by what I said. I like this new world a lot better than the old one."

Mami sighed. She didn't want to go back to the way things were any more than Kyoko did, but Mami still had her doubts, and didn't like the idea of keeping this secret from her friends. She'd play things Kyoko's way for now, but if things got too hairy, she'd have to reconsider.

Sayaka stood there in shock, still trying to process Mami's confession. "So… you knew? And you just went along with it?" She conjured a sword and pointed it at her friends, seething with anger and confusion. "Why would you work for that demon?!"

"We have our reasons." Kyoko said.

"Look, we don't want to fight you." Mami added. "Let's go to my place and talk this out."

"You really think I'm gonna just sit back and do nothing while my best friend is at Homura's mercy?!"

"I really don't think Madoka's in any danger." Mami said. "Making her happy is the only reason Homura did this."

"Yeah, but Madoka sure as hell didn't agree to it!" Sayaka shouted. "There's no way she would have! Homura's only doing this for her own damn self!"

"Well, aren't things better like this, anyway?!" Kyoko shouted back. "Wouldn't you rather have this life?!"

Sayaka took a moment to consider her answer. "It's not real, Kyoko. None of this is. And Madoka deserves to know the truth." Sayaka turned away from Kyoko and Mami. "I'm gonna go tell her."

As Sayaka walked away, Kyoko put up a chain barrier in front of her. "We can't let you do that, Sayaka."

Sayaka tightened her grip on her sword. "I'm a servant of the Law of Cycles. It's my duty to protect Madoka." She took a deep breath, then turned back to face the other two. "If you two get in my way, I will fight you."

Kyoko winced, but Mami didn't hesitate to conjure a rifle and point it at Sayaka. "Don't do it. You can't beat both of us."

"We'll see about that!" Sayaka pointed her sword at a nearby fountain, and her witch form, Oktavia von Seckendorff, emerged from the water. The mermaid witch raised her sword, and several large train wheels materialized above her. She then shot the wheels at Mami and Kyoko. Mami dodged, but Kyoko was hit and flew backwards. Sayaka then swung her sword at Mami, who blocked it with the barrel of her gun. Mami then jumped back and shot at Sayaka, but Sayaka blocked the bullet with her sword. Mami then tried to ensnare Sayaka with her ribbons, but Sayaka quickly cut through them and lunged at Mami again.

As Mami and Sayaka fought, Kyoko recovered and ran towards Oktavia, this time making sure not to be caught off-guard. When the witch shot another wave of wheels, Kyoko quickly put up a chain barrier to deflect them. Kyoko then conjured her trusty spear, jumped over the barrier and launched herself at Oktavia, hoping to skewer the witch. But before Kyoko could make contact, Oktavia batted Kyoko out of the air. Oktavia then waved her sword around, and several of her Holger and Klarissa familiars manifested around Kyoko as she stood up.

"Ooh, this is gonna be fun." Kyoko said, noticing the familiars' uncanny resemblance to Kyosuke and Hitomi. Kyoko swung her spear around, gleefully slicing and dicing Oktavia's familiars as they tried in vain to gang up on Kyoko. The red magical girl made short work of the familiars, but that proved to be all the distraction Oktavia needed to pelt Kyoko with another barrage of wheels. Kyoko was knocked to the ground.

Meanwhile, Sayaka began to get the upper hand on Mami. The yellow magical girl's use of rifles made her an excellent ranged fighter, but she didn't stand a chance in close quarters. Sayaka had no trouble exploiting Mami's weakness. Every time Mami tried to conjure another gun, Sayaka would slash at Mami, forcing her to dodge or take a hit. Before long, Sayaka had thrown Mami off-balance and took the opportunity to stab her through the stomach. Obviously that wouldn't kill a magical girl, but it did bring Mami to her knees while the debilitating wound slowly healed itself with magic.

"I'm sorry..." Sayaka overlooked her defeated friends, then turned away. "But I have to save Madoka."

Just then, Oktavia was swallowed by darkness, and Sayaka was surrounded by Clara Dolls that manifested out of thin air. Homura appeared floating in front of Sayaka in her demon form. "I brought you back from the dead, I gave you another chance at being human, and I let you be with your friends and family again. I even let you keep your wish." Homura scowled at Sayaka, barely able to contain her anger. "And yet you still seek to undermine everything I've done for Madoka!"

Sayaka glared at Homura. "Please, we both know you did this for your own selfish desires. Don't act all noble with me."

Homura didn't respond. She merely pointed at Sayaka, and the Clara Dolls attacked. Sayaka managed to take out two or three of them before the others managed to disarm and restrain her. While the Dolls held Sayaka by her arms, Homura closed in on the blue magical girl. "This should deal with you." Homura clapped her hands. But nothing happened.

"Something wrong, transfer student?" Sayaka sneered at Homura.

Homura tried again to erase Sayaka's memory, but failed. Then Homura realized that this was the result of a shield around Sayaka's mind, which had no doubt been placed there by Kyubey. Sayaka Miki had always been such a thorn in Homura's side, whether it was by zealously overprotecting Madoka, disbelieving Homura's warnings, making Madoka suffer, or driving Madoka to sacrifice herself for Sayaka's sake. The fact that she'd ally herself with Kyubey in order to undermine Homura's plans came as no surprise. Homura had been patient with Sayaka thus far because of her and Madoka's friendship, but this was the last straw. "If you won't go along with my plans, then I have no other choice."

Homura outstretched her hand and snatched Sayaka's Soul Gem. Homura stared at it and it started to blacken in her hand. Sayaka struggled to break free, but with her energy being drained, she was powerless to escape. Eventually, her Soul Gem turned almost completely black, but before it did, it shattered. Sayaka's lifeless body fell out of the Clara Dolls' clutches, then disappeared without a trace.

Kyoko had recovered from her injuries just in time to see what happened. She stood there in shock, trembling with anger and sadness as she tried to process what she'd seen. "What did you do?!"

"She threatened to destroy Madoka's happiness." Homura replied coldly. "It had to be done."

Kyoko's eyes began to water. "You didn't have to…" Her tears started to fall. "She was the only reason I…" Kyoko's sorrow turned to insurmountable rage. She screamed as she readied her spear and charged at Homura, prepared to end her and avenge Sayaka. But before Kyoko's weapon made contact, she was shot in the forearm. Kyoko dropped her spear and fell to her knees, clutching her arm in agony. "What the hell, Mami?!"

Mami, who had just recovered a moment ago, stepped over to Homura's side, her gun trained on Kyoko. "I'll deal with the traitor. You'd better get back to Madoka before she suspects anything."

"Very well. I'll leave her in your capable hands." With that, Homura left. Kyoko and Mami stared at each other for a brief moment before Mami fired another shot.

Madoka's eyes wandered over to a nearby clock. She noticed that Homura had been gone for a while now. Madoka wasn't sure what for, but the first thing her insecure mind thought was that Homura left because of what Madoka was about to say. She shouldn't have been too surprised. After all, Homura was so cool and Madoka was so talentless and ordinary. Madoka began to think this whole night was a bad idea when, to her astonishment, Homura had returned.

"Hey, you made it back!" Madoka stood up off the bench. "I was starting to think you'd run off on me."

Homura shook her head. "Madoka, I would never abandon you. You are by far the most important person in my life."

Madoka's face went red. "You… you mean it? Do you really feel that way about me?"

"Yes. I mean it from the bottom of my heart."

Madoka smiled from ear to ear. "Well, then I think you'll like what I have to say. Because I-" A gunshot rang out, cutting Madoka off. "What was that?!" Madoka heard another one, then ran towards the source of the sound.

"No, Madoka, don't!" Homura ran after her, but unfortunately, Madoka was faster. The pink-haired girl stopped at a nearby bridge, and below it, she saw Kyoko and Mami fighting with a rifle and a spear. Kyoko's body was riddled with partially-healed bullet wounds while Mami had several gashes across her arms and legs.

"What are you doing?!" Madoka shouted to her friends. "Stop it!"

"Madoka, don't look!" Homura shouted as she caught up to her friend. But her warning fell on deaf ears. Madoka couldn't take her eyes off the gruesome scene.

"Perfect." Kyoko said to herself. She jumped up to the bridge and balanced herself on the railing. "Madoka, do you-"

Before Kyoko could finish, Mami shot her straight in the right temple. Madoka shrieked in horror as Kyoko fell to the concrete. Kyoko tried to heal herself, but between the magic she'd used fighting Oktavia and the despair she felt from losing Sayaka, Kyoko had just about reached her limit. Kyoko looked down to see her blackened Soul Gem, then turned her head to face Madoka. "Hey, Madoka, isn't there something you're supposed to do in this situation?" Kyoko wheezed. "Like saving my soul, for example?"

"That's… that's right!" Madoka's eyes turned gold, and her hair came undone. "I'm the Law of Cycles! The savior of all magical girls!" A starry aura began emanating from her as she floated up off the ground. "How could I have forgotten?"

"No, Madoka!" Homura ran towards Madoka and tried to grab hold of her, but was flung back by some ethereal force. Panicking, Homura instead grabbed Kyoko's Soul Gem and destroyed it in the same manner as Sayaka's. Kyoko's body disappeared, and Homura made another grab for Madoka, but failed again. Homura's illusion started to shatter all around her, as did the tiny pink sphere at the base of Homura's earring. This was it for Homura's false reality. Her grasp on Madoka's powers was gone, and Madoka herself soon disappeared. All that remained was a faint echo of Madoka's voice. "Homura, what have you done?!"

After the ordeal, Mami leapt onto the bridge to join Homura. "I'm sorry. Kyoko got away from me. I shouldn't have underestimated her."

Homura scowled at Mami, then turned her head skyward. "I knew we would become enemies one day. I didn't expect it to come so soon, but it seems it was inevitable. Nevertheless, I will create a world where you can be happy." With that, Homura began walking home.

Mami looked up towards the city skyline. Off in the distance, she saw a tiny glimmer of white light floating up to the sky. No doubt that was Nagisa returning to the Law of Cycles. Mami hung her head in sorrow, then silently followed Homura.