This is the tale of the women who have yet to realize their destiny.

Having lived a seemingly normal life, the teenager known as Madoka Kaname is awoken by a mysterious dream. Little does she know, though, that otherworldly forces now seek her out... for good and for ill.

Obligatory Disclaimer [read by Kyubey]

The following is a non-profit, fan-based story. "Tengen Toppa Gurren Lagann", "Puella Magi Madoka Magica", and all associated characters (save for OCs) are owned by Gainax, Trigger, SHAFT, Kazuki Nakashima, Hiroyuki Imaishi and Gen Urobuchi, and licensed by Crunchyroll, Aniplex of America, Magica Quartet, ASCII Media Works, and Houbunsha. Likewise, all members of the Council of Nine (except for Kyubey) are owned by AJ Wargo and Nightelf37. Please support the official release.

Tengen Toppa Madoka Magica

Prologue: Believe In The Kyubey Who Believes In You!

Madoka Kaname was no stranger to weird dreams, but this... this one beat all of them. The pink-haired schoolgirl found herself running through another world that seemed a reality apart from the real one. It was a world of shapes, forms, and patterns beyond anything in her experience, a non-Euclidian space where lines and angles were distorted into impossible curves and twists. The white and black patterns on nearly every surface made it seem like she was trapped in an Escher painting gone wrong. A stark, white light shined in through the windows, adding to the surreal atmosphere.

The girl ran through the twisting corridors with a sense of urgency, unsure of where she was going or what she should do next. Her mind kept telling her that there had to be some sort of escape route somewhere, but she couldn't find any signs that led out of the confusing maze. Occasionally, she would find herself running in a hallway that had no walls or ceiling, open to a void where strangely-patterned circles silently twisted without end. And still onward, she ran, past hallways of the inverted silhouettes of chain-link fences, between columns shaded unnaturally between inky blackness and blinding white, and into a room filled with those same chessboard patterns. The pattern painted the banisters, the stairs... even the underside of the second floor of this crime against geometry!

But there it was, off to her right; chessboard-patterned stairs shaded in that same unnatural contrast of void-like darkness and stark white. They led to a door, a door with the green "EXIT" sign typical of a Japanese department store. 'This must be it!' she thought as she approached the door. Then suddenly she stopped just in front of it.

She didn't know it yet, but beyond that door was a vision of hell. Beyond that door lay the fractured skyline of a ruined metropolis, wreathed in the rotating clouds of a cyclone. Beyond that door, a strange, otherworldly terror beyond understanding hovered in the misty air. Madoka Kaname saw none of these things, however, as she still had yet to take those last tentative steps forward. She stood frozen before the door for a few seconds, paralyzed by indecision, then finally opened the door and stepped out.

A gust of wind blew over her head as the world behind her seemingly disappeared, the vast room she was in now opening up to the outside world. The sky above was that of a churning, twisting mesocyclone that raged with wind and lifted whole buildings into the air. She found herself standing on the floor of what used to be part of some structure, supported underneath by the trunk of a massive tree, long since stripped of its leaves. Around her, the rest of the city was a wasteland of shattered concrete, mangled cars, and crumpled metal. It looked like the aftermath of some apocalyptic natural disaster, but this disaster was anything but natural.

The girl stared at the destruction around her, trying to figure out what had happened. There were no people, no animals... nothing but the ruined remains of civilization. Then, she spotted it - a behemoth of a creature floating in the middle of the sky, a giant, upside-down doll with a sinister, twisted smile. Its massive body was held aloft seemingly by magic, observing the devastated landscape below from beneath a set of endlessly spinning, enormous gears. Strangely, the monster's face was missing the entire top half of its head, replaced by a flat, black surface with a spiral that seemed to swirl without end. Though its frilly, royal-blue dress was an elegant affair, were it attached to a normal person, the effect was quite the opposite. This was a living nightmare, created by the gods themselves. A god of death itself, watching over the ruins of humanity. Its crimson lips twisted into that awful grin, unleashing an unnerving, echoing, distorted laugh that sounded at once both like the cackling of insane laughter and the grieving howls of a tortured soul.

What sort of madman would dare face such a monstrosity? Who would be brave, foolhardy, or downright suicidal enough to go toe-to-toe with something like that? Madoka Kaname was about to find out. On the roof of one building - one left intact either by luck or fate - a woman stood, staring defiantly at her foe. Her long, black hair flowed elegantly in the wind, as did some of the strange uniform she wore. It looked like a typical Japanese schoolgirl uniform in some ways and completely alien in others, especially the grey skirt and black shoulders and leggings that stood out against the bright white of the girl's shirt. A strange sort of shield rested on her left arm, an item that at first looked too small to be of any use in a fight.

Even so, she didn't let that stop her. The mysterious woman took a flying leap towards the monster, hellbent on either taking down the beast or dying in the process. The strange clockwork horror in the skies, however, was equally determined to not even let the black-haired beauty get close. It sent a massive hunk of concrete, glass, and steel hurtling down upon the woman, but the girl almost seemed to disappear just before impact, reappearing some distance away as the whole half of a skyscraper slammed into the building she'd just been standing on. Even then, however, she didn't stop. She continued in her one-man quest to bring down the eldritch abomination that floated high above them, braving even the streams of fire that shot down from its mouth like angry birds.

Madoka stared at the battle playing out in front of her, wondering what she could do to help. "It's horrible!" she gasped, feeling guilty of being unable to act.

Then, another voice caught her attention. "Yeah..." it said, making Madoka look to her right. What she saw was a strange, white creature that looked somewhere between a cat and a weasel. It had a long, flowing tail, ribbon-like appendages jutting out of its ears, and fluffy fur covering the rest of its body. Two pinkish-red eyes looked towards Madoka, and yet, even though they were supposed to be giving her a soulless stare, she could somehow see both concern and pride within them. But its most striking feature was the red cape - or was it a towel? - tied around its neck. Proudly displayed on the towel's back was a stylized image of a flaming head that matched the strange creature's, a silhouette that for some reason had white, triangular shades covering where she assumed the silhouette's eyes should be. The creature then spoke again. "One person can't handle this alone, but she knew that and came here anyway. She's got some serious fighting spirit. I like that."

Even as the fluffy white critter spoke to Madoka, the battle playing out between the woman and the monster went on, only growing more intense. Then, it took a terrifying turn, a blast of fire slamming into the black-haired woman. She desperately tried to dodge it, but there was simply no place to run to. The flames swept over the woman and blasted her backwards, flinging her into one of the branches of the tree. "No, this isn't right!" Madoka protested. "It's too much for her!"

From her impact crater in the tree's branches, the black-haired woman's gaze fell on Madoka and the otherworldly creature. Her heart was flooded not only with the agony of her wounds but the despair and grief of believing she was about to lose her friend once again. All she could do was let out an anguished wail, one that was drowned out by the howling wind.

The strange creature that sat next to Madoka looked her way, a concerned frown on its face. "Even when it looks like it's over, she just won't give up," the creature observed. "But she can't win this. Not against a thing like that. She needs our help."

"Help her...?" Madoka repeated, surprised at the question.

"All this tragedy, all this destruction... we can change it. We WILL change it! Even when it looks like it's impossible, we'll kick logic and common sense to the curb and DO the impossible!" the creature declared. "That's the way Team Magi rolls!"

"We can change it...?" Madoka asked, the sheer confidence in this otherworldly messenger's words causing her to feel hopeful for the first time since coming here. Even so, there was still that lingering fear of simply not being able to do anything to help. "Even someone like me can do something to help? Can I really change how this ends?"

The strange creature grinned at Madoka, a cocky smirk that made a promise of victory even in the face of death itself. Putting on a pair of red, triangular sunglasses, the creature replied, "Of course you can! Just believe in me! Believe in the Kyubey who believes in you!"

Somehow, despite the sheer odds that the pair seemed to be facing, Madoka latched onto every word this "Kyubey" said, and strangely... she found herself believing in him. It wasn't just because the creature looked cute or had a great smile (though those things certainly played some role). It was more than that—it was because of the way he spoke. He spoke in a way that carried absolute confidence in the ability to do the impossible, even if it meant going up against destiny itself and coming out victorious. That, combined with his seemingly-unshakable faith in Madoka, made her want to believe in him too. And so, Madoka nodded and shouted, "Okay!"

Then, the shades-wearing critter climbed up onto Madoka's shoulder and glared daggers at the massive monstrosity laying waste to the land around them. "Hey, heyheyheyheyHEY! You've got guts plowing into my city like this! You and that big, ugly mug of yours, y'know that?! But that ends NOW! We're not gonna stand for any of your shenanigans, understand?!"

The blue-dressed doll-like monster turned to them, its vicious grin morphing into a confused expression. "Huh? Who the hell are you?!"

Kyubey smirked. "I'm about to tell you something important now, so you'd better dig the wax outta those huge ears of yours and listen up! The reputation of Team Magi echoes far and wide! When they talk about its badass leader, the Incubator of indomitable spirit and courage, they're talking about ME! The mighty Kyubey!"

The black-haired woman looked utterly dumbfounded at what she was hearing from the creature standing with Madoka on the ground. "...What is this...? He never acted like this before..." Even so, she'd seen this song and dance play out before and knew what was about to come next. "Madoka!" she called out. "Please... Think about what you're doing!" Slowly, carefully, she got up to try and leap off the branch, but stumbled, instead beginning to fall.

Kyubey's eyes narrowed. "Madoka! I need you to throw me! Give it everything you've got!"

"R-right!" Madoka responded, nodding. "Where, though?"

Kyubey pointed his ribbon-appendage at a random piece of debris along the black-haired woman's flight path. "There!" he instructed. "Aim right there!"

With no other options, Madoka obeyed and, giving it every ounce of strength she could muster, flung the little critter into the air. A roar of almighty effort exploded from her as she did so, a deep upwelling of strength and courage as she hurled the strange creature with all her might. It flew in a straight line, directly towards the black-haired woman who was now plummeting to the ground. "This is our only shot!" Kyubey shouted. "C'moooooon!"

Madoka's aim proved true; Kyubey intersected with the black-haired woman's path, and the fuzzy creature wrapped his ribbon-appendages around the woman's arm. "GOTCHA!" he crowed, dragging the woman along for the ride. "Just hold on tight and don't let go until I tell ya, okay?!"

The black-haired woman, though, looked at Kyubey with tear-streaked cheeks and puffy eyes. "Don't you know what you're doing?" she asked. "You're going to destroy the world!"

The pair landed on the chunk of debris Madoka had aimed for. "My home planet destroyed? On my watch?!" Kyubey responded. "Not a chance in hell! ALLEY-OOP!"

With a grunt of effort, Kyubey launched the black-haired woman towards the platform Madoka was standing on, grinning before leaping off the debris himself. The black-haired woman landed first, skidding to a stop on one hand and two feet, kicking up a bit of dust in the process. Then, as she stood up, she felt the four-pawed form of Kyubey alight on her shoulder.

Only then did she notice the radical shift in Madoka's demeanor. Before her was not the scared, self-deprecating girl she once was, but instead someone much more confident, much more strong-willed. "Madoka... you...!" she gasped. "You..."

"You said this is something I can help with, right?" Madoka replied, her voice strong and sure. "That I can make a difference?" She then turned to Kyubey, who was still on the black-haired woman's shoulder, and gave the creature a nod of thanks.

Kyubey grinned. "Of course! You just needed a little encouragement! Now, let's get this show on the road!"

The black-haired woman breathed in, closed her eyes, and spoke. "Kyubey... when you..." She almost couldn't get the words out. "When you make contracts... do the Magi you create become Witches?"

"You mean that 'Hope and Despair zero out' crap?!" Kyubey responded, looking utterly disgusted. "Hell no! I got out of that 'wishes become curses and magical girls become witches' garbage! Always ruining the lives of sapients, destroying entire races just for the sake of turning a girl into an eldritch emotion reactor... I refuse to go back to that! That's why I want to change the world! And if that means destroying the Law of Cycles, so be it!"

"Destroying the..." the black-haired woman repeated, seemingly confused. "And... how?"

"Here, lemme show ya!" Kyubey said as his ribbon-appendages extended into the black-haired woman's chest.

In her mind's eye, she could see it, the glow that was her soul, wrapped in rainbow ripples of energy... the very representation of her Soul Gem. But then, the rainbow ripples disappeared, suddenly replaced by a verdant spiral of raw power. The black-haired woman felt the sheer might of this new energy course through her veins, blazing through her body as if she'd just swallowed a star. A scream tore its way from the woman's throat... but this wasn't a cry of pain; rather, it was a scream of victory, a triumphant roar of defiance at the very existence of the nightmare world she found herself in. It was a scream of determination, the will to fight and the strength to defeat any enemy that crossed her path.

A brilliant,deep amethyst light flooded the area as the odd girl's Soul Gem changed before Madoka's very eyes. The diamond-shaped jewel leapt off the black-haired woman's hand, turning back into its egg-shaped form and seeming to hang in the air. Then, the golden filigree surrounding the jewel seemed to burn away in curls of emerald smoke, the dark purple gem now bare except for its little platform. A pulse of green light shot out from the Gem, and it started to spin violently in the air, expanding to three times its size and kicking up a small vortex as it changed shape. It went from the smooth shape of an egg to the tapered, conical shape of a mining drill, complete with the groove that spiraled from the tip to the base before falling into the black-haired woman's hands. "This... what is this?!" the woman asked, clearly shocked at the sudden change in her Soul Gem.

Kyubey smirked. "It's not a Soul Gem anymore. That puppy? It's your Soul Drill. It's the manifestation of your fighting spirit. All that time you spent resetting time, turning the clock back so you could fight for a future where the Incubators would not contract with Madoka and you could save both her and the world? Your fight against impossible odds, doing just a little more damage to that ugly monster with the next reset, pushing that little bit farther towards a possible victory? It's all there in that Soul Drill, all those memories, all that will and drive to save the world. Every time you reset the clock, you drove yourself a little further towards saving the day. Each revolution of your shield driving you to improve more than the last, pushing the limits of your abilities!"

The black-haired woman's eyes widened in realization. "The same way a drill works..." she murmured. "Every turn of the shield... I fought against fate. No matter how many times it seemed hopeless, I kept getting back up... pushing further and further..." Her very soul seemed to sing with the sheer power coursing through her now. "And I wouldn't let even the invincible Walpurgisnacht get in the way of saving Madoka. Over and over, getting just a little further, just a little bit closer to victory. And I didn't come this far just to quit!"

The words bubbled up inside the woman's soul as if she'd been born with them. "You hear that, Walpurgisnacht?! Even when it looked like it was impossible, I wouldn't give up... and I'm not about to give up now! I'm Homura Akemi, and I have just one question for you... just who the hell DO YOU THINK I AAAAMM?!" she bellowed, her very being flaring with both purple and green light.

Then, as the light settled, Homura turned to look at Kyubey, a genuine smile on her face. "I've never felt more powerful than I do now. Thank you, Kyubey. From the bottom of my heart. And... if this is the power that you can grant Magi... if this is the power that will keep Madoka from becoming a Witch... then please, lend her your strength, too. Because no matter how hard the road ahead of us might be... we're going to take it, together!"

"And don't think you're gonna do this without us, yeah?!" another voice called out as two golden ribbons attached themselves to the branches above.

Madoka's confident smirk shifted to a confused frown, her eyes wandering upwards. "Huh...?" she wondered, only to see the blue-haired form of her friend, Sayaka Miki, using her sword and one of the ribbons as a zip-line. "Sayaka?! You're... you're okay!"

Sayaka then let go of the cutlass, landing in a three-point stance on the platform as the ribbon fell free. She smiled and gave a thumbs-up to the two girls, followed by a cocky wink. "Of course I'm okay! Thanks to Kyubey here! He pulled my butt out of the fire just before my Soul Gem went off!"

Homura found herself flat-footed. "Aren't you supposed to be dead? I thought-"

"I was about to," Sayaka said with a small grin. "But Kyubey here? Just showed up from a tear in reality and whap! Paw to Soul Gem, and then no more Witchiness!"

Kyubey looked rather proud of himself. "Yup! Didn't even know I could stop a Witch-Out in progress, but I pulled it off!"

Then, a red-haired Magical Girl touched down in her own three-point stance, grinning as she munched on a stick of Pocky, all while a green-haired girl in a cat-like outfit jumped off of her back and landed in a three-point stance herself. "Yo, girls! Got the call from Kyubey! Who's ready to kick some giant monster ass?!"

"Kyoko?!" Homura replied. "What happened to your Soul Gem?! And who's the girl?!"

"The usual, you know how it goes," Kyoko answered with a shrug. "Crazy fuzzball said, 'Here, let me yoink the Contract that other fuzzball stuck ya with and make you a badass, too!' and now look at this thing!" She then raised her own Soul Drill, a ruby-red jewel, into the vision of Madoka and Homura. The red light from the jewel reflected in the eyes of the girls. "As for the girl, her name's Yuma. And you can probably guess who's responsible for her."

"Yup, that was me!" Kyubey responded.

"Wait, where's-" Homura started, up until a blonde-haired woman touched down on two feet, a tea cup in her right hand.

"Mami!" Madoka said with a beaming grin, a grin which morphed into another confused frown. "And... who's the kid?"

Homura looked at the new arrivals herself, eyebrows shooting up past her hairline. "Who the hell is she?! I mean, I recognize Mami, but not her white-haired child!"

"Uncle Kyubey helped me out!" the white-haired girl replied. "One moment, it's dark and lonely, and the next, there's this big green glow, and the next thing I know, I'm sitting in front of Mami, Ms. Madoka, and Ms. Sayaka. And there's Uncle Kyubey panting and grinning, saying, 'Take that, you fuzzy jerks! You ain't getting your paws on Nagisa ever again!'"

Homura gaped. "Wait... Nagisa. You mean... you were the Witch that-"

"Almost took me out," Mami corrected Homura before the words left her mouth. "Kyubey saved me just in the nick of time, and then he saved Nagisa. Though I've never seen a Witch breathe green fire like that."

Homura's gaze returned to Kyubey. "You... turned a Witch back into a Magical Girl...? That's impossible!"

Kyubey grinned. "I told you before, didn't I? Kick logic out and do the impossible! Remember that! That's the way Team Magi rolls!"

Mami then gave a little twirl. "And speaking of rolling, Madoka, Sayaka, Kyoko, Yuma and Nagisa? We've got a Witch to beat, and no time to waste!"

Kyubey grinned and hopped down in front of Madoka. "So, you got yourself a wish?"

Madoka nodded. "Yes... I wish to protect this world from all that would threaten it. And I wish to do so... with all of my friends!"

The moment Kyubey's ribbon-appendages entered Madoka's chest, she felt a soaring sensation that made her feel invincible, her very being burning like a furnace as the strength she felt coursing through her veins increased tenfold, then a hundredfold, and then a thousandfold. A roar of passion, of will, of pure, unadulterated determination, tore itself from the depths of her soul, and then her Soul Drill took shape. The blazing pink light that Kyubey extracted split in two, one half flowing into him and shrouding him in a pink and green glow even as the other half turned into a tapered cone with a groove spiraling from the tip to the base, the same sort of drill Homura had. "Okay," she shouted, "let's go! We're going to take this Witch down right now! All of us together!"

Homura smirked. "I don't know about the rest of you, but I'm ready to rock. How about you all?!"

"You heard the lady!" Kyoko added. "Let's rock this thing!"

Walpurgisnacht, who had been grinning at the seemingly-hopeless battle Homura was waging against her, noticed the seven Magi standing side-by-side on the platform that was the core of her Labyrinth, her grin morphing into a frown. "So, you've all gotten stronger, huh?! No matter, this will still be the place where the grandest performance of all shall be staged! You seven pathetic Magi, launching attack after attack after me... but I shall stand strong, as I always have! You will fall before the Umbra army and my powers, one after another, until not a one of you stands! And then, I shall reduce the entire city to ruin, and you Magi shall join the eternal troupe of actors! Tremble before me, Mitakihara, for I am—"

"An oversized pain in the ass!" Homura shot back. "I've fought you countless times, each time getting a little stronger, pushing you a little harder! That was just by myself! But now..."

"Now, she's got us! And your stupid droning about how fate will never change?! Give it up, you clockwork-looking freak!" Kyoko added. "You're not getting anywhere with that garbage anymore! Not with the way Team Magi rolls!"

Walpurgisnacht cackled and faced the seven Magical Girls. "And what makes you think you can beat me, you pathetic humans? I am the grandest of all Witches, the greatest of all monsters! You can't win, no matter how many times you try! You're just doomed to repeat your failure over and over, like a broken record! You're just like the ones who came before you, the ones who tried and failed and died! I will destroy this world, and nothing can stop me! Just like the countless Magi who've come before you, you are all doomed!"

The girls smirked. "If you really think that, the Incubators must not have given brain one in that HUGE melon on top of your ugly neck!" Kyoko shot back. "You talk about how fate will always repeat itself, how the same result will always pan out! Well, guess what!"

"We've got the power of teamwork!" Sayaka added. "We trust each other to have each other's backs, and that's what's gonna help us win this fight!"

"Even me!" Kyubey shouted as the light around him finally dimmed... revealing a tall, two-legged Incubator with a billowing red cape, red-orange shades, and a glowing green nodachi sheathed in its scabbard. "Yeah, that's right, you big ugly monster! I'm not just here to watch over the fights! I've got the power to fight, too!"

"You... you're an Incubator?!" Walpurgisnacht roared. "But... what... WHAT ARE YOU?!"

"We're Team Magi!" Kyubey retorted. "And Team Magi's gonna kick your ass!"

"He's right!" Mami agreed. "With all of us fighting together, there's nothing we can't do! You're going down!"

Walpurgisnacht snarled. "Even with all your power, the hands of fate will still always pull the strings! No matter what you do, no matter how hard you try, it will always turn out the same!"

"Not this time!" Homura countered. "This time, we're striking back and taking you down!"

Kyubey grinned. "That's the way Team Magi rolls!"

"No... NOOOO!" Walpurgisnacht bellowed. "I'll wipe all of you from existence! It's my destiny! Nothing can stop me! NOTHING!"

"Let's show you what we think of destiny!" Homura declared.

"Yeah! Let's show you what we think of fate!" Mami agreed.

"We're gonna prove that the future's ours to decide!" Kyoko shouted.

"Not yours, not anyone else's!" Sayaka added.

Yuma nodded. "We're not on a preset course anymore!"

"The path we'll follow is the path we choose!" Nagisa finished. "Together!"

Kyubey smirked and drew his glowing nodachi from its sheath, pointing it at Walpurgisnacht. "And when we combine our strengths, nothing can stop us!"

Yuma had a stupidly wide grin on her face, her staff in hand as she twirled it. "Alright, let's kick some butt!"

Nagisa grinned, a determined, hot-blooded smile. "Even when trapped by karma's cycle..."

"The dreams we left behind will open the door!" Mami called out.

Kyoko munched on a stick of Pocky. "Even if the universe stands in our way..."

Sayaka smirked and clutched her cutlass. "Our seething blood will determine what will be!"

"We'll break through time and space..." Homura said with a wide smile.

Madoka then screamed, "And defy all who would stop us to grab hold of our path!"

Then, all of them shouted as one, "DESTINY-SHATTERING COMBINING: PUELLA MAGI! JUST WHO THE HELL DO YOU THINK WE ARE?!" A rainbow-colored explosion erupted from somewhere behind them, in defiance of all known logic and reason, almost in response to the release of energy as they all took a fighting stance...

...and at that moment, Madoka woke up, standing on her bed and pointing with one finger towards the ceiling. Flopping down onto her rump, she groaned out, "That was a crazy dream..."

What Madoka didn't know, though, was that the dream she'd just had was but the prelude to what would be the most epic adventure of her life. And as for her, Madoka would soon find herself joining forces with Magical Girls from different places and times, including her closest friends, to save the entire world...