AN: My muse hates me. Every time I find a new great series, my brain goes into overdrive wanting to write write write a new fic. Especially when it can be crossed over with something.

Thus, this was born. I wouldn't be posting this, but I've gotten through two chapters already and a third is on the block. That, and I'm almost finished with one of my fics (Angel just needs two more chapters to be written and I'll have all the remaining chapters pre-written and ready to post), so I feel secure in posting this since that would just leave me with this, Soul Hunter, and Snow as ongoing fics (with Recovery semi-ongoing). I can manage that, and this idea wouldn't leave me alone.

This'll also be my first ever slash of any variety...so that's new. PMMM does lend itself towards that, what with the all-but-canon Homura/Madoka and Kyoko/Sayaka and all.

Hope everyone enjoys it!

Homura Akemi

What is going on here? A new Witch is not something I haven't encountered before. There are plenty of ways for this to happen...perhaps Mami missed a Familiar. But there should not be anyone else fighting it. I know exactly where every Magical Girl in the area is located, and none are near here.

Rushing through the typically confusing and terrifying-to-the-average-person Labyrinth of a Witch, the young girl couldn't understand how something was happening that she had not encountered previously. She had relived her life so many times...there shouldn't be anything new, not now. She could understand a new Witch, as there truly was several ways such a thing could happen outside her control. But on the other hand, she couldn't understand how someone could already be fighting it. She made it a very specific point to know the locations and actions of every single Magical Girl in Mitakihara at all times...she had to. And right now, none but herself should be anywhere near this Witch. She had just left the hospital, and she knew that none of the potential girls hung out in that area at that time.

Mami Tomoe would be hunting Witches on the other side of town, and by extension, not be in any position to reach this Witch so soon. Sayaka Miki should currently be enjoying her life, completely and blissfully unaware of the horrible fate that always seemed to await her. No matter how she tried to save the other girl, if only for her sake, it never worked. Kyoko Sakura shouldn't even be in Mitakihara, not until Mami was killed...if that even happened, though no matter what the girl tried she was never able to keep Mami alive. And the only remaining option was...

No! I will never allow her to become a Magical Girl again.

If Madoka Kaname became a Magical Girl, then her protector had already failed her mission, and could never forgive herself for that. So...who then, was fighting through this Labyrinth? As she passed through winding passageways made of nothing but wildly shifting portraits, Homura Akemi had no answer for her question. Ducking underneath a minions attack, she pulled a pistol from her sleeve and fired a single shot, the twisted replica of the Mona Lisa falling away and dissolving into dust. Whomever was fighting ahead of her had not bothered to completely clear out the area...that was a rookie error on multiple levels, as even minions are fully capable of killing a Magical Girl if they get cocky...or are new.

Homura had seen both, far too many times.

"Who could be fighting?" she spoke, toneless voice echoing through the labyrinthine halls with the sound of pistol fire. Even alone, the barriers she had so carefully constructed left her voice emotionless. She just no longer had it in her to do any different, even when she wasn't putting up a facade.

It was a sign, truly, of how much her mission was getting to her. There was a time when the young girl had been cheerful and happy to be working with other Magical Girls, fighting for justice. She knew that Mami Tome and Madoka were the exact same...it was in large part why she had gravitated to both of them in the early days...though there was far, far more to it when it came to Madoka. On the other hand, Sayaka Miki was much the same...but only for a short time, before the weight of her mission and the horrible truths of it wore her down into despair. Kyoko Sakura was just...selfish, at first at any rate. While there were certainly worse Magical Girls, she was not by any means a good one, until meeting Sayaka.

Shaking her head to clear those thoughts, Homura focused on the subtle pulsing from her hand.

"Only a little further."

Her Soul Gem was shining brightly with the corrupt energy of a Witch nearby. It grew ever brighter, meaning that the monster that was once a girl was not far. Even were it not for that, she would know though...from the sound of combat echoing through the Labyrinth.

"What the hell kinda Hollow is this anyway?!"

"How should I know?!"

"You're supposed to know!"

"Well I don't! Just kill the damn thing!"

It was a very rare thing that confused Homura Akemi. After twenty...thirty...forty...however many times she had relived this horrible period in her life, nothing should have been able to. But what she was hearing defied all logic. The first voice had been male. And that was not possible, as Magical Boys did not exist. Men could not even see Witches, let alone fight them. Not to mention, not even when trained by Mami who was the most veteran Magical Girl she knew, had Homura ever heard of them called 'Hollow'. It fit to a certain extent, as a Witch was a Magical Girl, hollowed out by ultimate despair. But nonetheless...

Who are you?

Slowing down slightly, if only out of caution, Homura stuck her head around the corner, dark hair falling in a curtain around her face. Deep purple eyes examined the heart of the Labyrinth, finding it full of paintings...from childish finger paint, to corrupted masterpieces. All of them circled the room so fast that if it weren't for her highly trained eyesight, she might not have recognized any. Not that she did at this point either...for her attention was on the Witch, and the two figures fighting her.

The male voice came from a tall teenager, probably a few years older than herself, with startlingly orange hair. Homura should have been used to bizarre hair colors, with Hitomi Shizuki's green, Sayaki Miki's blue, and Madoka's pink. But this orange...it was almost blinding, in the dull colors of the Labyrinth. Of course, the pitch black robe the teen wore and the truly massive blades he held in his hands also set him apart from anything she had seen. He moved with a practiced ease, easily dodging around the Witch's attacks.

"Rukia, this thing ain't normal!" the teen shouted, turning to the other person drawing Homura's attention.

Namely, a short girl...even shorter than Madoka. Her hair, the same shade as Homura's own, was cut short and framed a youthful face. Her eyes though...they were, just as the hair, nearly the same shade as the Magical Girl's own. And just as her own...they had an age to them that her face didn't show. She held a beautiful white blade in her hand, cutting a strand of darkness- almost like black paint -the Witch sent at her. The tendril fell away, frozen solid from the point the sword had touched it.

The Witch itself was an amorphous blob, pierced at seemingly random intervals by massive pencils and paint brushes. Clearly, the Magical Girl that had formed her was either an artist or had wished to be one- or help one. Which did not serve to give her any more clues as to the identity of the girl in question.

"What was your first clue Ichigo?!" 'Rukia' shouted back, jumping back from the Witch.

'Ichigo' snorted, "Well, the fact it doesn't have a mask for one. Not to mention this creepy ass maze. Even what's his face, the pink Espada, wasn't this bad from what Renji told us!"

"He was insane, but not in this way. I think we have to kill the Hollow to get out of here."

Homura still had not even the slightest clue who these two were. Or why they seemed to think a Witch was a 'Hollow'. But that hardly mattered at the moment, because what they did do was send a jolt of hope through her, such that she hadn't felt in...so long, that she hardly remembered the feeling. Homura had long-since grown used to the idea that she would always fight Walpurgisnacht alone, since it was nearly impossible to change the fates of any of the other girls. She had nearly given up trying, once she decided that fighting alone and protecting Madoka was far more important than helping the others, even if it made her own fight more difficult.

But this...the two teenagers in front of her clearly had no idea what a Witch was. And yet, they were perfectly capable of fighting one...neither bore any wounds. She could not claim to know how strong they truly were...but any aid could help. If she helped with the Witch, she might be able to secure their assistance when the time came to fight her worst foe.

And Homura Akemi could hardly say no to new help.

"That is called a Witch," as such, she stepped into view, replacing her pistol with a large machinegun.

"Who..." Ichigo scowled at her, "the hell are you?"

"Homura Akemi," she answered tonelessly, firing a brace of bullets into a sharpened pencil that had detached from the Witch.

Rukia just looked at the Magical Girl with a cautious expression, "Introductions can wait. You said this is a..."

"Witch," she repeated, "I can explain after we have killed it."

The male teenager shrugged, "That I can work with. How do we kill it then? Cut it till it's dead?"

"That would work, yes."

Scowl growing, Ichigo nodded, "Figures. Here we were looking for a mask when we could just cut it anywhere."

His friend- or so Homura assumed -shook her head in bemusement, before holding her sword in front of her, tip to the ground. Continuing to fire into the Witch, inwardly a bit frustrated that she couldn't just freeze time to kill it if she wanted any form of trust from the two with her, the Magical Girl was confused for a split-second. That was not a way to fight the Witch, as she was not even going to defend herself. The confusion was replaced with ever-so-slight shock, as the girl named Rukia stabbed the tip of her brilliant blade into the ground...and snow rose from the place where it had cut. Homura had already seen Rukia freeze the tendril of paint with her blade...

But not once had she ever seen a Magical Girl with the ability to control the environment like that. Her experience was woefully limited to those who were involved in her time-loop in Mitakihara, yes. But none of them had shown this type of ability...not even Madoka. And it was control of the environment and not just forming snow, as Homura felt a distinct drop in temperature as Rukia finished a fourth stab and held her blade, tip now aimed at the Witch.

"Tsugi no mai, Hakuren," the shorter girl spoke softly, as a wave of snow and ice shot from the tip of her blade.

Even as the Witch was encased in a block of deep blue ice, Homura was beginning to believe her decision to intervene in the hopes of gaining new allies was the correct one. Power such as that...would be the perfect trump card against Walpurgisnacht. Perhaps, even against the Incubators if she must fight them to keep Madoka safe.

"Well, that was easy," Ichigo deadpanned, as the ice shattered...the Witch fading with it, "This place going away now?"

"Yes," Homura answered shortly, walking up to the fading ice even as the Labyrinth faded around her. There wasn't always a Grief Seed with a Witch, but even if she hadn't used her true power in that place...having a spare was never a bad thing. Luckily for her, as the Labyrinth faded away to reveal an ordinary suburban sidewalk, there was the familiar sight of the pitch black 'seed' sitting on the ground.

"What the hell is that?" the orangehead looked over her shoulder.

Homura sent a flat look back at him, her eyes narrowed slightly at him following her, "A Grief Seed. Most Witches will carry them, and it is my duty to collect them."

Ichigo shrugged, "Well, that thing definetly wasn't a Hollow then. They never drop anything."

"May I see that?" Rukia appeared next to the pair, her violet eyes narrowed on the Seed.

The flat look moved to the female member of the pair of mysterious fighters. Homura wasn't exactly eager to hand over the Seed. She hadn't earned it herself, yes, but having a large stock of them was always important as it allowed her free reign to use her Magic more regularly. Cleaning the taint on her Soul Gem was every bit as important to her mission as anything else, as if she turned into a Witch...it was all over. On the other hand, she had to start building trust if she wanted aid from these two. And right now...the idea of aid outside the norm was appealing.

"Very well," so she handed the Grief Seed to Rukia, who scowled remarkably like her friend before thrusting it right back at Homura.

"That is horrible," Rukia spoke, her voice betraying a level of shock, "even a Hollow does not feel like that."

"Let me see it then," the taller fighter broke in, only to narrow his own eyes once it was in his hand, "This feels worse than Zangetsu used to."

Looking at the pair, her face not betraying her curiosity, Homura could only speculate on what they meant. It was clear they were repulsed on a subconscious level by the Grief Seed. She could hardly blame them in that regard...the Magical Girl herself hated everything about the dark objects. She acknowledged that it was impossible to fight without using them- Sayaka Miki was a prime example of what happened when one did -but that did not mean she had to enjoy it.

Knowing that this used to be a Magical Girl...knowing that Madoka would one day become this if she Contracts with that monster... Homura couldn't help the slight shudder at the thought, having actually seen that happen, It is why I can never allow her to become a Magical Girl ever again.

"I think we need to take that to Urahara," Rukia continued.

"Hat and Clogs would get a kick out of something new."

"Who are you referring to?" Homura asked.

Rukia sighed, "Kisuke Urahara. The man is strange, but he is the smartest shinigami there is. If anyone should know about that...Grief Seed...it should be him."

Homura froze at that statement. Neither of the teens in front of her noticed, starting to bicker about how smart this Urahara actually was. That might be a blessing in disguise, because what Rukia had just said had her mind in overdrive, with good reason.

Shinigami...Death Gods...

She had never heard of them being real. There were stories, but she had always assumed them to be myths and never put much stock in it, even during her early timelines when the young girl looked for any way to give her an edge on Walpurgisnacht. Magic and souls may have been real...the Incubator made that clear. But the idea that gods of any variety were real was something she could not believe in, not anymore. She might have at one point, but after so many timelines...so many times seeing Madoka die and being unable to prevent it, she could only see whatever deity there might be as a heartless monster who enjoyed torturing her.

But the way that Rukia had so casually claimed that 'Urahara' was one...

"Hey, you okay in there?" Ichigo's voice broke into her thoughts.

Forcing her confusion back under her emotionless shell, Homura nodded, "Yes. You just caught me off guard."

"You didn't know about shinigami?" Rukia was clearly a sharp one, "That's odd...most spiritually aware beings have at least heard of them. At least if they are so well developed."

"I have heard of them," Homura replied, "But I have never believed them to be real."

"Neither did I until the midget jumped into my life," Ichigo chimed in, only for a kick to his shin, "Ow!"

Rolling her eyes, the aforementioned 'midget' turned to the taller girl, "What exactly are you, Akemi-san?"

If the situation were any different, Homura would not have answered that question. Only other Magical Girls or those contacted by the monster who tricked them should know of her existence as one. Or even that they existed in the first place. But she had been seen in her outfit- something no normal human could do, even as she dissipated it with a thought, dropping back into a casual dress -and the two in front of her seemed to be real shinigami. And as she reminded herself once more...Homura needed them, at least for this timeline, against Walpurgisnacht. There was no guarantee they could beat the monster of a Witch...

But she had to at least try.

"I am a Magical Girl."

There was several reactions Homura may have expected to that statement. Shock and disbelief would have been the most rational and easiest to understand, for good reason. She did not really expect it in this case however...not when they had seen her transformation back to normal, and fought a Witch. Another option would be to attack her. The girl didn't know how shinigami- if that was what they truly were -related to Magical Girls. Were they friends? Or foes? That was yet another thing that the Incubator had never bothered explaining. The list of those was long enough that she could write a book on it. All that being said, the last reaction that Homura expected was what she got.

Namely, Ichigo snorting in amusement, while Rukia looked contemplative.

"Magical Girl," the orangehead got out, "what is this, a tv show?"

Homura should have felt insulted, but with her tight grip on her feelings...all she could muster was a shake of her head, "It is quite real."

"Yeah but..."

Rukia kicked his shin again, "Ichigo, you're a soul running around outside your body fighting evil spirits. Then there's the Bounts and Fullbringers."

"Whatever..." he looked mutinous, glaring at the shorter girl while rubbing his leg.

Understandably though, Homura was hardly paying attention to that. She felt the hard and cold feeling of the ring on her finger...her Soul Gem. That name was true in more ways than one...it was her, not the body that was currently standing in front of two apparently-disembodied souls. Which defied all logic...at least, all the logic she was aware of. The Incubator had flat-out stated in more than one timeline that Souls would vanish when the human body died. Vanish, not move on or change form. Making the Soul Gem was supposed to be a way to counter that.

Clearly, that was not true if the two in front of her were to be believed.

"Still though," Rukia continued, "I've never heard of a Magical Girl, not even with how long I've been a shinigami. Would you be willing to come see Urahara too Akemi-san?"

Her first instinct was to say no. She had to stay in Mitakihara, presuming they weren't from the city- a likely assumption, as Homura had never seen them. She couldn't leave Madoka...vulnerable to that monster that would contract her in a heartbeat. On the same token however, she couldn't very well turn down the potential aid. She relied on no one but herself, but she wasn't so far removed from when the Magical Girl team had been a thing that Homura couldn't acknowledge that she could use help. Especially help that the Incubator may not even know of.

She would just have to take the risk. If something happened to Madoka...she would just reset the timeline, and try again. She would hate herself for it, but the potential benefits just had to be worth the risk. She had to hope that.

"Very well," the stoic girl nodded slightly, "Where exactly is this Urahara?"

"Karakura Town," Ichigo answered with a slight scowl again, "Normally that's where we'd be, since I live there and Rukia's assigned as the resident shinigami most of the time. But we had to come up here today...and got stuck with that Witch-thing."

Karakura... Homura mused, Near Tokyo, though I have never been there myself. Perhaps this may work to my benefit. Though there is something they are not telling me.

"So long as we do not stay for long, I am okay with going."

Hopefully this would work to her benefit, and not leave Madoka vulnerable to Kyubey...

This is not what I expected.

Homura Akemi stared blankly at the small, and very run down, shop in front of her. There was a sign clearly marking it as the Urahara Store, but she found it incredibly hard to believe that the man that her companions had told her about would have such a run-down building. Kuchiki-san and Kurosaki-san had said the man was...eccentric, but still extremely intelligent and powerful, after she got their last names. Their description of a scientist smarter than the most famous minds she had ever heard of, and with more power than even most shinigami did not lend itself to an image of a decrepit store-front, hidden away in an alley. Granted, the man may not want to draw attention to himself...that, she could understand perfectly well.

Even if it did make her doubt his ability to help her somewhat.

"Come on," Kurosaki-san spoke up, "this is where he lives."

"Wouldn't know from looking at it though," Kuchiki-san sniffed, "Urahara is perfectly capable of cleaning it up, but that man is so lazy and stingy with his money."

"...it would appear so," the Magical Girl agreed. She knew her monotone got on the taller teenager's nerves, but she still didn't change it.

"Hey, it's the carrot-top!"

A bratty child voice. Homura could do without that, as she had little patience for brats. Kyoko was a brilliant example, and the boy sneering at them from the front of the store reminded her of that girl. Similar shade of hair, but short and spiky instead of rivaling her own in length. He had a bat on his shoulder, and a cocky expression on his face. The kid seemed extremely sure of himself, and more than a little arrogant as well. In simpler terms...everything that bugged the Magical Girl.

"He brought a new girl along too," the kid continued, "didn't know ya had it in ya!"

He even talked like Kyoko.

"Shut it you little brat," Kurosaki-san seemed to have little patience with the kid himself, "Is Urahara here?"

"Sure, the boss is here, talking with what's her face...the girl with the big jugs."

I have never seen such an ill-behaved brat.

Kuchiki-san also seemed to be at the end of her rope, so to speak. Her similar eyes were glaring at the unrepentant boy, who just scratched his ear lazily. This child had to be a handful for whomever raised him. And did not reflect well on Urahara, were he the one to do so.

"Inoue is here?" then again, Kuchiki-san sounded interested in this new person.

The boy shrugged, "Sure. Somethin about getting those weird ingredients she likes to mix around. Boss just got a shipment of stuff from Europe."

It was interesting really. Both Kuchiki and Kurosaki-san flinched in unison at the mention of this Inoue's cooking. Homura was not the best chef herself, though she could manage...after so many loops, she had to learn to feed herself to avoid contact with others as much as possible. And before that, it had always been Mami who had fed the other Magical Girls, so she couldn't say how others would actually react to her cooking. But she could hope it wasn't with the slightly green faces she was seeing now. It was also pointless to speculate, and she just wanted to get away from the bratty child and meet Urahara. The longer she spent standing around like this, the more potential danger Madoka was in.

As such, she looked at her companions, and just stared dully at the pair. Kurosaki-san was the first to notice, scratching his neck in what she had quickly realized was a nervous tic.

"Let's go ahead and head in," he said, dropping his hand and moving forward, his body not having quite the grace his soul possessed...though Homura may be the only one to notice as much.

"Yes...let's," Kuchiki-san agreed, muttering under her breath, "I can only deal with that brat so long."

In an earlier loop, Homura might have cracked a smile at that, and the insulted look on the aforementioned brat's face. And her lip still twitched up slightly now. But otherwise, she just flipped her hair behind her head, and walked elegantly into the shop. A shop that did not look any more impressive on the inside, than it had on the outside. Lines of shelves took up most of the available space, and were packed with anything from candy to more mundane household supplies. Most of both she couldn't say she recognized even. But Homura did not spend much more than a cursory glance at the wares in any case. Her attention was drawn to the man sitting on a raised area at the back of the store.

The man wore a dark green haori, over a lighter green undershirt. A...yet more green...bucket hat and sandals next to his feet lent credence to Kurosaki-san's nickname of 'Hat and Clogs'. In all honesty, the man was not impressive looking, other than the grey eyes that peaked out from under the hat and his somewhat long- for a man -blonde hair. Those eyes held an intelligence that Homura could easily identify, having grown accustomed to reading the smallest signs from people around her. And right now, they were examining her...and she felt the slightest touch of a foreign power on her body, her Soul Gem glowing with violet light as it reacted to that.

"Well, this is interesting," Urahara spoke up, his voice jovial as he got to his feet with a grin that would rival Sayaka's in mischievousness on his face, "It isn't often that I have a new visitor. Even less often when Ichigo brings one. What's your name, if I may ask?"

"Homura Akemi," while her voice was toneless as ever, Homura felt slightly on edge. The man's jovial voice didn't match the seriousness in his eyes in the slightest.

"Well Akemi-san, what brings you to this humble shopkeepers store?"

Kurosaki-san snorted behind her, "You and humble? That act never works Urahara."

Waving a fan in front of his face, Urahara sounded hurt as he said, "You wound me Ichigo. I'll have you know I am the humblest shopkeep in Karakura."

"Don't listen to a word he says."

If there was anything clear about these men, it was that they were old friends. The banter reminded Homura of Sayaka and Kyoko in the better timelines...where the two did not succeed in killing each other at some point, whether as Magical Girls or as the former turned into a Witch.

"In any case," the 'humble' shopkeeper turned from Kurosaki-san to return his analytical gaze to Homura, "I was serious. Ichigo and Rukia-chan don't bring just anyone to my shop. You have power Akemi-san, though I don't recognize it."

"Said she's a 'Magical Girl'," the orangehead supplied before the girl in question could.

Urahara looked, for the first time, confused, "She does? I could have accepted a Fullbringer, as their powers can range from Sado-san to Orihime-chan. But a Magical Girl?"

"That is the second time I have heard that term," Homura spoke, "What is a 'Fullbringer'?"

"I could ask you the same question about what a Magical Girl is," Urahara waved his fan, a grin on his face.

He makes a valid point, she thought, though should I really tell a stranger? Even if he and the others can help with Walpurgisnacht...

Somehow though, she got the distinct feeling that Urahara wouldn't answer any of her questions if she did not answer his own. And if the situation grew to where she needed to escape, she could always freeze time and get far, far away if this proved to be a trap of some sort. Or just kill the man before he even knew what was happening. She didn't relish the idea of doing so...she had kept her hands as clean as they could be...after having to kill Madoka, she always saw her dearest friend when her gun was aimed at a human. It would not stop her from doing so if she had to, but she would rather not if at all possible.

Urahara just continued to look at her expectantly, which was not making Homura's decision any easier to make as well. Emotionally, she had no desire to explain anything to the man. Her past attempts at explaining her situation and just what Magical Girls were had not gone well in the slightest. Either she wasn't believed, or it lead to mental breakdowns. The young girl still hurt when she thought of Mami Tomoe's rifle pointed at her after killing Kyoko, with the full intention of killing her as well.

Intellectually, however, she could see the benefits of bringing in outside help. The Incubator would be unprepared for it. And Walpurgisnacht would not have to be fought alone any longer. And if to get that aid she had to tell more than she wanted, then a sacrifice had to be made.

"Very well," Homura finally said, "I can explain just what a Magical Girl is."

AN: Phew, there we go. Get used to the exposition...that's coming in hard and fast next chapter, by the nature of where we are. Have to meld the canons together, don't I?

Speaking of which, expect Madoka to take a bit of a hit here...especially what Kyubey claims. Though I'll note in advance that both sides are going to be operating on incomplete information. Just saying.

It was fun welding the universes in a way that actually fits both to some extent. At least I have practice with my other crossover! On another note...I hope I kept everyone in character. I'm fairly good with the Bleach characters. It's where I began in my writing, and I've only improved as time has gone by. Madoka I'm very new to though. It worked for RWBY, but this is different. Homura for instance...you'll note she's not quite the same. That's both because of my inexperience writing her, and the fact that she's not been through 100 loops yet.

I won't say how many, since even she doesn't know. But it's somewhere in the 40-60 range...so only halfway where she canonically got.

I hope everyone reading this enjoyed the chapter. Drop a review if you did! I'd like to know that people enjoy it. Or if I can improve, that too.