A/N: This idea came from a prompt on Tumblr asking what I thought Winry would be like as a Madoka-style witch. It's not very polished, it was for fun, but I hope you enjoy anyway!

Winry fell to the ground, her bloody hands scrabbling in the dirt. She'd barely managed to stumble outside.

They'd done their best to stop Ed's bleeding until the doctor had arrived to help her grandmother. Pinako had told her to stay away, but she'd had to help. She's applied pressure to stop the bleeding for as long as she could and now she felt like Ed's blood has seeped in under her skin. She was infected.

The doctor was operating now and Ed's screams sounded even through the door. Why wasn't the anesthesia working? Shouldn't he be passed out by now? She could hear Al sobbing too, but it was an echoey sort of sound, sobbing without tears because a suit of armor can't produce them. That metal man inside definitely radiated Al's presence and it had Al's voice, but she couldn't believe it was Al. He'd been turned into something completely strange, something she couldn't even grasp.

Ed screamed again and she dug her nails into the dirt, her body shaking as she dry-heaved.

Only one thing was certain. If her parents were here, they'd be doing a better job operating. They wouldn't be making Ed scream. They would have made sure he was completely drugged. He wouldn't have lost so much blood either, having to wait on a doctor to come from miles away. In fact, some part of her felt like if her parents were here, they'd be able to get Ed's arm and leg back, get his mother back, get Al out of this suit of armor…

They'd be able to fix it, if only they hadn't died…

She was gasping, shaking, curled up on the ground, choking on hot tears. Why had they died? Why weren't they here for her now? Where were they when she needed them most? Where were Ed and Al's parents? If only parents never died, they wouldn't be in this mess. If only parents never left children alone…

"That's certainly an interesting idea. You could make it possible too."

Winry jerked up. An oddly calm, high voice, like a little boy's. Where had it come from? There was a strange white animal, next to her on the grass. What…a rabbit? But it looked strange…

It tilted it's head cutely and Winry realized the impossible- the little animal had spoken.

"Would you like to make a contract and become a magical girl?"

—

Magical girls didn't typically work together, but Winry and May were the exception. The young girl had come on a diplomatic mission- apparently Amestris was threatening war with one of Xing's allies. May's clan ruled Xing, thanks entirely to Kyuubey. She had used her wish to save her clan from extinction. It was now her responsibility to meet with the Fuhrer and make sure war didn't threaten Xing. In the meantime, she hunted Amestrian witches with Winry.

"There are a lot more witches here than in Xing," May remarked with a frown one time. "Like they're being fueled by something."

This made Winry uncomfortable. May was a happy-go-lucky, whimisical girl (though she was just as temperamental as Ed and clashed with him constantly. Meanwhile, she was absolutely smitten with Al) but she was also very intelligent. It was good to trust her instincts. Was there something wrong in Amestris?

"I don't like Fuhrer King Bradley," May admitted one day.

Winry frowned at this, tossing a grief seed at Kyuubey. They were in Winry's room, purifying their soul gems.

"Yeah, my parents don't like him either, because of the Ishval thing. But what's your issue?"

May had met with the Fuhrer quite a bit in her day job. It intimidated Winry, but she tried not to let it show.

"He feels wrong."

"Like, is he not human?" Winry asked urgently. She couldn't believe the Fuhrer would be inhuman, but she trusted May's senses when it came to these things- she was impeccable at tracking witches, after all.

"…well, usually I would be able to sense if he had something wrong with him, but with all the witches around, there's these loose despairing souls everywhere so it interferes with my senses… can't be sure. What I do know is he's very…I think he looks down on me."

"Well, you are really tiny. He can't exactly help it," Winry teased.

May stuck her tongue out at Winry.

"Seriously though, he probably underestimates you because you're just twelve. Most people would."

"Well, he shouldn't!" May scowled. She puffed out her chest importantly and took a regal bearing. "I am a princess after all! Next in line for the throne!"

Winry laughed.

"It's not just a "you're a kid" though," May took on a somber face. "I get this creepy aura from him…It's like…he thinks of me as subhuman."

"Well, I'm sorry to say he pretty much treated the Ishvalans as subhuman," Winry put her hand on May's shoulder. "That's what my parents say, anyway. It could be he's just…you know, really racist. I know I don't have a place to talk, since I don't have to deal with that, but screw him if that's the case, May. Fuhrer or not. Soon the old man'll die and we'll have a new leader, and maybe this country won't suck so much."

May smiled. "Yeah, you're right."

"Hey, maybe we can find someone who wants to wish for that and become a magical girl!" Winry looked down at the little animal at their feet. "How about it, Kyuubey?"

Kyuubey gave them an impassive look. (Then again, when wasn't he impassive?). "Perhaps."

"Winry?" May asked her hesitantly. "It's just…well, I told you what I wished for when we met…"

"Yeah, you basically told me your entire life story," Winry rolled her eyes. "I help you with one witch and suddenly it's "I'm May, future empress of Xing, want to be partners!" Never met such friendly royalty."

"Well, I mean, if it's not too personal…what was your wish?"

"Oh!" Winry colored a little at this. "Well it is kind of personal…"

Well, May was her partner after all…

"i guess I can tell you. My parents used to be dead. Killed in Ishval. And Ed and Al's Mom was too, and their dad wasn't around."

"What?"

"That's not all. Ed and Al tried to bring their Mom back to life. I don't know exactly what happened, but not only did they fail, somehow it ended up with Ed losing his arm and his leg, and Al lost his body. Actually wait, Ed cut off his arm to save Al's life- he would have died, but thanks to Ed he was a soul bound to a suit of armor."

May had her hands pressed against her mouth. "That's…but they're fine now…I mean…Al is an incredibly good looking boy, not a suit of armor! And Ed has all of his…and all of your parents…"

"Well, see, I wished that no parent would ever leave their child alone before the child grew up. So now, neither of my parents died and Trisha and Hohenheim are both around- I'm the only one who remembers it was ever different. Ed and Al never had to go through that because they had nobody to bring back, so they're intact too," Winry beamed.

May's eyes were as wide as dinner plates. "Winry! That's an incredible wish! It's huge!"

"It was very hard to grant," Kyubey admitted. "But Winry had enough potential for a powerful outcome that I was able to do so."

"THAT'S why you're so powerful!" May gasped. "More powerful than me even though I'm a better fighter!"

Winry rolled her eyes "Like we can all be flawless martial artists."

"It's because you made such a huge, unselfish wish! I only wished for my clan to rule!"

"Well that was pretty unselfish, I mean, you wanted to help your family and now your country is in much better shape with all the reforms you guys have-"

"Yeah, but you made a wish that affected the entire world! Most people in your situation would have just wished for their parents back!"

"I just thought really carefully about it because I wanted to help Ed and Al too…and I figured well, why not the rest of the world…"

"And I just wished so impulsively," May shook her head. "You're amazing, Winry".

Winry blushed at this. "Aw, not really…"

May bowed her head, as if in deep thought. "I can't believe those two tried to ressurect their mother…everyone knows restoring the dead is taboo for alchemists…even alkahestry wouldn't…" Her head shot up suddenly, her eyes narrowed. "It was the runt's idea, wasn't it!"

"Ed's? Yeah…From what I gathered he thought of it."

"I knew it!" May snorted. "That awful pipsqueak is always dragging his poor brother down in his schemes. It's a good thing he has you to look after him, Winry."

"Yeah…" Winry's eyes welled up a little as she thought of the Ed only she remembered, the bloody screaming Ed and their despair on that day. What their lives could have been like… "Yeah, I don't even care how dangerous this life is, or if I die fighting witches…as long as Ed, Al, my parents and my grandmother are whole and healthy…it's worth it."

Tears spilled down her cheeks. Oh god, was it worth it.. If Ed was in the room, he's be calling her a crybaby. Whenever he did that to her, she wanted to snap "you'd be crying all the time if it wasn't for me!" But it was okay. It was better he didn't remember.

May nodded, taking Winry's hand. Her eyes were teary too. "Yeah. Knowing my clan is safe..I don't care what happens to me.

Winry squeezed May's hand back. "That's right. Nothing could ever make us regret it.

Winry had never been especially fond of trains, not since the accident with Den, but this fight was turning her distaste to outright hatred. Train tracks crisscrossed all around them, not just across the ground, but up in the air and above her head. They didn't appear to begin or end anywhere, or follow any law of physics. It was like being trapped in an iron cage.

That was one thing, but another was the fact that the tracks were alive -they rearranged themselves constantly,. The metal bars that made up the tracks would try to wrap around Winry and May and trap them so they could be flattened by one of the many speeding trains that zoomed up and down this labyrinth.

And the witch had yet to be found in any of this.

A piece of track reared up like a iron snake. Winry jumped in the air, but it managed to catch her around the ankle. May threw a knife that sliced right through the metal rope that had lassoed her friend.

"Thanks, May!" Winry flashed a thumbs up.

May flashed one back, but as she did, the moving pieces of track attacked her as well. They targeted her wrists and ankles. May managed to bat most of them away with her knives, but one iron snake snatched the bracelet she was wearing and retreated into the maze of squirming metal.

"Wha-?" May barely had time to say anything before her eyes went blank. The iron ropes unwrapped themselves from around her and her limp body dropped in the middle of the train tracks.

"May!"

Winry immediately reached for her toolbelt, grabbing a screwdriver by the handle. In her hands, the flathead screwdriver grew, transforming itself into a long flat-bladed sword. She used this to fend off the iron attacking her she ran towards May.

She dropped down on her knees next her prone friend.

"May!" May's eyes were glassy and she wasn't breathing. Panic rose in Winry and her own breathing became broken and shaky. How could this have happened? May had been fine until her bracelet had been taken…

Her bracelet…wasn't that where May kept her Soul Gem when she was transformed?

Just then, a metal snake lunged for Winry's head. She deflected it with her sword, her hand jumping for her ear- the tracks were definitely aiming for her own Soul Gem, which was in the form of an earring.

Soul Gem…could it be? She had to get May's back, that much was for certain.

She'd only knelt on the tracks next to May for a couple seconds, but already a train was heading their way. Winry stood up to face it head on. So far, they hadn't found the witch, but she had a hunch…

She dropped the sword and grabbed a hammer out of her toolbelt. Once again, the simple tool transformed into a weapon- the hammer grew, becoming an enormous mechanized mallet that buzzed with electricity- Winry poured more power into the hammer and it became three or four times her size. She wielded it with ease, whipping it over her head and smashing the enormous burden into the front of the oncoming train.

The train splintered into a heap of screaming metal- literally screaming. A wail resounded throughout the barrier, all the living metal contracting into a molten heap. Winry thought at first that was the cause the coppery smell in the air, but she soon realized that there was blood streaming out from under the heap of scrap. Something was squirming under the pile of rust. The witch.

Winry hated this part. She closed her eyes and bought her hammer down again. There was a final scream and the barrier broke down completely. Winry opened her eyes and spotted May's Soul Gem in the rubble as it vanished. She lunged for it, grabbing it and forcing it into May's limp hand.

Light returned to May's eyes and she let out a gasp.

"What happened?" The younger girl sputtered, sitting up.

Winry let out a sigh of relief.

"I don't know. But I think we need to ask Kyubey and few questions.

'"That was a dramatic response," Kyuubey said as May ran out of the room, her shaking hands clamped over her mouth.

"That's the response a lot of people would have, finding out their soul's been yanked from their body," Winry said venomously.

"You seem more composed," Kyuubey noted.

"I'm not a very spiritual person, I guess. I hardly ever think about my soul, so it doesn't matter to me where it is."

"Very practical of you."

"But," Winry interjected. "This proves we can't trust you. I wonder what else you kept from us."

"I have never lied to you."

"No, you just manipulated us into handing over control of our lives to you at our lowest emotional point," Winry shuddered. "I was stupid not to see it before. What else are you keeping from us that we need to know?"

"I was not aware you needed to know anything."

"Get out of here, Kyuubey. We're not working with you anymore."

"How will you dispose of the Grief Seeds?"

"We'll manage," Winry snapped. She got up and went after May.

She found the Xingese girl sitting on the floor below, curled up in a corner, wiping away tears. Winry sat down beside her and put her arm around her.

"Do you regret it now?" May said after a while.

Winry shook her head. "As long as my family's safe, I don't care what I become. And you?"

"As long as my clan's safe…" May said. She clutched her Soul Gem so tightly it caused her to hiss in pain. "They might not be safe much longer, though, Things are getting worse in Amestris. I wonder if Kyuubey's connected to it somehow. I wonder if there isn't some other catch to our wishes we don't know about."

Winry felt her stomach clench at the thought. "We need to find out more about him. About what's going on."

May nodded. "I'll send my guard to fetch some help from Xing. They can help us investigate There's a couple teenage girls from the other clans, bodyguards- I became friends with one, she's called Lan Fan. She's the right age, she might end up being approached by Kyuubey. We can warn her, and then we could maybe manipulate him back somehow. I'll need help just making sure Amestris doesn't attack Xing, anyway."

"If you send off your guard, won't you be all alone?"

May laughed bitterly. "What, you're worried? Not like I can get hurt. You heard Kyuubey. I'm just an empty vessel now."

"You're not," Winry said firmly. "And you should room with me. I'm sure Mr. Garfiel won't mind."

May shook her head, dabbing at her eyes again. "Really, I can't…"

"You can," Winry put both her arm around May and hugged her close. "We'll get through this together."

"MAY, NO!"

Blood spurted in every direction as the little girl was knocked away by their mysterious opponent. Then, with a mere glance , the man sent a nearby building crashing down on top of her,

Winry rushed toward the rubble. As long as May's Soul Gem hadn't cracked, she should be okay, no matter how broken her body was. She had to be okay, right? Winry had to dig her out….

The blonde man was in front of her suddenly, blocking her path.

"Why are you alive?" The man asked her. His voice was calm, but Winry could feel the displeasure.

Winry felt like her skin had turned to ice. But she managed to make her mouth move. "Bring everyone back! Right now!"

Her whole body shook. The red sky…the inky black hands…Ed had been with her at the time, visiting her at work. He had been teasing her, showing off his alchemy while she tried to concentrate on refining her automail.

Then the nightmare had happened. He had collapsed, everyone had collapsed. She'd rushed to his side as he'd shuddered and croaked, felt him go cold in her arms. May had run down from the room, screaming and sobbing. They'd rushed outside to call for anybody to help but everyone…everyone was gone. The streets were littered with corpses. The two of them were the only ones left.

With everyone dead, May had sensed that everyone's souls had converged on one point. Winry had numbly followed May as she tracked down the monstrous presence, no thought but that they had to bring everyone back. Everyone around her dying was too big and wrong a concept to be real. There had to be a way she could fix this. And now, here she was. Facing the source of it all.

"No," The man said simply. "Their souls are within me now. They can never be bought back."

"Liar!" Winry screamed. She grabbed a drill from her toolbelt and it grew –becoming massive and whirring and lethal. She lunged towards the man, but with a wave of his hand, he sent her flying back. She smashed into a nearby brick building so hard that she shook its foundations. She heard bones crack, she smelled her own blood, but she felt no pain.

"You can't hope to beat one who has swallowed God." The man's voice rang from afar. "Now answer my question."

Winry tried to get up, but her right leg had been shattered so badly she couldn't support herself. Her only choice was to hide until she healed enough to return to battle. She crawled away from the building and down a back alley, dragging her useless leg along.

She curled up in the darkness. As much as she tried to suppress them, sobs shook her body. What was she going to do? How could she possibly hope to beat this thing? How could she hope to fix any of this?

"How did we survive?" She sobbed shakily. "We must have survived for a reason…"

"He took everyone's souls, but he couldn't retrieve yours while they were safely sealed away. Another benefit to having a Soul Gem."

Her head snapped up at the calm, childish voice. Kyuubey's eyes gleamed in the darkness.

"You" Winry spat, her tears drying up in anger. "You had something to do with all this, didn't you?"

She grabbed a nail from her belt, and it turned into a rapier. She pointed it at the little animal. It didn't flinch.

"You had far more to do with this than I did. It was your wish that caused this to happen."

"What are you talking about?" Winry snarled.

Kyuubey's round pink eyes gleamed. "Do you really want to know?"

Images clouded Winry's brain. She didn't understand them at first.

"You see, Winry Rockbell, Van Hohenheim left his children for a reason and that reason was his plan to stop this particular mass murder from happening."

The images were bombarding her brain, making her skull ache. But she could see a story beginning the form. Hohenheim's journey around the world, the machinations of the monster she was facing, how he gathered power below the country with the aid of his seven minions….

"It was a plan that would have worked, I imagine."

He would have anchored their souls…Winry saw everyone waking up in this other reality, herself included…in her other life, she still had her soul…

"But that's all lost now. Your wish was that he would never leave his children, so he could never find out about this plan and never take his journey. Now he was used as a sacrifice, and his children are dead, as is everyone else in this country. There is no method that can bring these people back. Their souls are nothing but fuel for this creature that calls himself Father, He truly has swallowed God."

Winry's entire body felt numb. She dropped her rapier and fell to her knees, not even feeling the pain in her leg any more.

"It…can't…just because of...there has to be a way to save them…" Winry was shaking. She couldn't see straight, couldn't focus. This had to be a nightmare…

"There is none."

"You knew…you knew all along…" Winry jerked her head up. The hateful little animal was the only thing she could see, everything else was blurry and unreal. She grasped at the small spark of anger, a pinprick of light in the empty darkness gathering inside her. She reached for the rapier again, her hand shaking. Killing him would at least give her a purpose.

"I merely granted your wish. I owed you nothing else. I've found humans who feel the emotion of "anger" towards themselves will often blame others instead, I imagine that's what you're doing right now. That is fine. Even if you kill me, when my replacement comes, you will inevitably turn into a witch."

"A…a witch?" Winry's ear was burning. She slowly reached up and unclasped her Soul Gem earring, her fingers fumbling. The silver stone was turning black around the edges, clouding over… "Witches…they're…magical girls?"

"Your potential is spectacular. But then, those who make wishes as grandiose as yours always face equivalent despair. Would you like to see what your witch form will look like?"

Images forced their way into Winry's mind again.

She saw a labyrinth of rusted metal. Crumbling gears and broken automail parts were built into towering pillar that leaned against each other precariously. The floor was a mass of discarded parts and rusty scalpels. Large mechanical spiders skittered through the mess, moving in a jerky, eerie sort of manner. They seemed to be trying to fix the broken objects scattered around, prodding at them with legs like needles. A bloody and battered May leaped lightly through this maze of machinery, effortlessly dodging the towers of metal that fell every few seconds. She weaved through the masses of crushing steel that rained down with impossible quickness, taking out spider after spider with her knives, calling Winry's name in desperation. Suddenly, the remaining spiders quivered. In a split second, they all joined together with a crash. May stumbled back and nearly toppled another tower. A many limbed mass of metal loomed over the young girl, each appendage equipped with a whirling blade. May dodged attack after attack. Her knives sliced through the things metal limbs butter, cutting off appendages by the dozen, but a new arm would regenerate each time. Eventually a blade managed to slash May's stomach, and the girl fell with a gasp, slicing herself up even more on the sharp objects that littered the floor. The monster wasted no time. It was upon her, pinning down her arms and legs.

"Win…ry…" the little girl moaned, blearily blinking blood out of her eyes. "No…it's me…it's May…please…"

The monster ripped May's arms off, then her legs. Mechanical spiders disengaged themselves from the creature, landing lightly on May dutifully jamming awkward metal limbs on to her bloody stumps. The limbs seemed to want to go in opposite directions, so, screaming, May was ripped in half. Soon, she was nothing more than lumps of flesh dragged along by mechanical arms ad leges that crawled and hopped aimlessly...

Winry was choking on bile, hacking, her throat inflamed, her brain burning with the horrible vision. Kyuubey watched passively as her entire body heaved, as she gasped and screamed, her eyes rolling in her head.

"I…kill….May…"

I kill May I killed May no have I killed her yet was that real does it matter she's dead it's going to happen I've already killed everyone anyway I've killed everyone I killed may I killed ed and al I killed mr. garfiel my parents granny I'm a monster

She could feel her soul gem turning black, it was like her mind itself was a storm.

"Everyone…is…dead…"

I'm a monster already there's nothing that can stop this there's nothing I can do why even bother I'm a monster already I killed-

"WINRY!" A small hand grabbed Winry's wrist. Something warm seemed to smother her. "WINRY! NO! I'M HERE! I'M HERE! I'M NOT DEAD, WINRY, YOU DIDN'T KILL ME, DON'T LISTEN!"

Winry felt a stabbing pain and blinked. May Chang was half-hugging, half shaking her, and it hurt a lot.

"Winry, if you don't turn into a witch, you can't kill me! If you don't turn into a witch, there's still hope! Don't give him what he wants!"

"But…" Winry squeaked. May's shoulder was pressed against her nose, she was almost being suffocated by this hug. Even among all the pain, there was an intense relief that came with May's warmth. "Everything's…"

"I heard what he said! Everyone in this country is dead, but there's still my country! We can escape there!"

"But…"

May was dragging Winry now, dragging her away from Kyuubey. May was covered in blood, but seemed still functional. Winry didn't know where the man they had been fighting had gone…

"I ran into one of his…children or something like that…Greed, I believe, he fished me out. He came by because he was mad about some of his "possessions" dying, I asked him if I could have a distraction, so we're running."

"But May…" Winry was still limp, she couldn't process what was happening. "May, how can we fix…"

"Remember Lan Fan?" May said through gritted teeth. "She and the others are crossing the desert right now. She's been approached by a Kyuubey and another magical girl, but she hasn't made a wish, she's keeping them around and she's trying to get intelligence- I got her letter just before all this happened, I was going to tell you, but everyone dying distracted me. We're going to go to the desert, meet up with her, and we're going to come up with a wish that undoes everything. We're going to pull one over on Kyuubey. We'll think of the perfect wish. We can beat this."

May let go of Winry, wheezing and trembling. She braced her hands against her knees and took a deep breath. "Ughh…could you try and walk, please? Just put your arm around me."

"May…" Winry couldn't help it the tears couldn't stop coming. All she saw when she looked at May was that vision of her being ripped apart. "I…what if I just make everything worse again?"

May gave Winry a shaky smile. "As long as we're together, we can do it."

"But I…all I did…"

"Don't ever feel bad that you tried to help the people you love. Don't feel bad because you tried to help yourself. It's not your fault. I won't let you turn into a witch," May said firmly, her eyes glinting.

"How can you…" Winry shook her head, sobbing. "How can you still like me …when I killed…"

"Because! " May snapped, grabbing Winry's shoulder and shaking her. "You've saved me so many times! You helped me keep going even after we found out we'd lost our souls! Every day, you build people new arms and new legs to stand on. Your hands aren't hands that kill! They save lives! And they'll do it again!"

May held out her hand. "I believe in you. Now, do you believe in me?"

Winry swallowed. She looked up at this girl, and finally processed that May was still whole, she was still here, that Kyuubey's vision hadn't come to pass. He had lied to her. He lied about so many things. So why couldn't it have been a lie that she couldn't save everyone?

Winry took May's hand.

"I believe in you. I believe in us."

May smiled and pulled Winry up. She wrapped Winry's arm around her shoulder and with May supporting her, they began to walk.

If they took each step together, surely it would lead somewhere.

A/N:

The End! I wanted to end it on a note of hope, since my sensibilities can't let Kyuubey win, but I also wanted to write Witch!Winry… so this happened. It may be awkward but who cares, this was for fun.

If you shouldn't tell, the witch they were fighting in the first section was Paninya (who Winry doesn't know in this AU). Don't worry, Winry and May will totally rewrite the universe and save her.