AN: I have discovered something. My brain/muse works in mysterious ways. Namely, coming up with ideas like this, which normally wouldn't even occur to me. Madoka flipped a switch up there, I swear.

All joking aside though, I'm posting this as an 'interest gauge'. The idea refused to leave well enough alone, so I want to see how many people are interested in it. More interest there is, the more likely I'll pump out chapters for this while I get New Hope's sequel set up.

And no, I haven't forgotten about Never Alone. Just haven't had the 'oomph' needed there.

Homura-chan...plea...

Madoka!

AAAH!

No!

Eyes snapping open, Homura Akemi looked up at the familiar white ceiling of her hospital room. She had seen this room far too many times...more times than she cared to count. Reliving the same month, over and over and over again. This was just yet another repeat in a stream of repeats stretching too far back to think about. And yet, for the first time in dozens of resets, Homura felt the harsh sting of tears in her eyes. She had failed to prevent Madoka from contracting early in the last timeline...too early to reset. Realizing she had little realistic choice, she had 'taken her under her wing'. Out mentoring Mami Tomoe- who had still ended up dying at the hands of Charlotte -Homura had ended up very close to Madoka. Perhaps the closest she had been since the third timeline.

That closeness had just made it all the more painful when the end came. They had fought together, putting everything they had into beating Walpurgisnacht...and it still had not been enough. It never was enough...but losing with Madoka by her side was all the more worse. She might have accepted a timeline where the pinkette was a Magical Girl as well, no matter how much it hurt to betray her promise. But for them to come so far, grow so close...just to lose again? Even Homura couldn't take that.

She had held Madoka in her arms, crying as the girl tried to speak despite the cracked blackness of her Soul Gem. And Homura would never know what she had been trying to say either. Because her Soul Gem had shattered, turning into the hated form of Kriemhild Gretchen's Grief Seed. Homura had been left holding the cold corpse of her friend, for the first time in dozens of loops. Watching as the dark form of her Witch stole over the sky, shattering the damaged Walpurgisnacht as it moved to destroy the world.

The Witch of Salvation...what a horrible thought. Madoka deserved so much better.

"Madoka..." Homura finally breathed, her face schooling itself back into the stoic mask, "I won't fail you again."

She had turned the dial on her shield, leaving behind a doomed world and the corpse of her one and only friend. And now, here she was again, in her hospital bed.

Where it all started.

I will not fail this time. Madoka must not contract...if even working together we could not defeat Walpurgisnacht, I will find a way to do it myself. I can't let her turn into that...monster...again. She deserves a normal life, free of that danger.

Homura jumped out of bed, her Soul Gem already flashing as it healed her eyes so she wouldn't need the weakness of her glasses. Those red frames were left abandoned on her desk, as she moved to leave her room. The Magical Girl paid no mind to the fact that the nurses would have questions about why she lost her braids- now undone -and her glasses. Or where she was going.

They didn't know about her fight, and as such, weren't worth paying any attention to. Several of them might once have been considered surrogate older siblings, nice as they were. But nothing mattered but Madoka now.

And there wasn't any way for Homura to save her dearest friend if she was in the hospital

In the end, nothing but hunting Witches and gathering weaponry was done by the teenager for the week before she went back to school. She also would have kept Kyubey from Madoka...but for whatever reason, the Incubator was outright avoiding her only friend. She had seen him run away from her, instead of attempt to contract the girl. Part of Homura would like to believe that was because she had shot him multiple times when he got close to the pinkette. But that had never worked before, and Kyubey had never once retained any memories of previous timelines. While it was possible that something had changed and Kyubey was actually afraid of her for some reason...

Homura was not that hopeful. She was severely worried that something had happened that she had missed. There had to be a reason that Kyubey was avoiding Madoka. The only question was...why? That was what she wanted to know, but the time-traveler was not about to ask the little monster herself. She interacted with the Incubator as little as possible, preferring to just shoot him and be done with it. So, with questioning the Incubator out of the question, her next best bet was just keeping an even closer eye on Madoka.

Because clearly...

He would not avoid Madoka unless something happened involving her. I know that, however much I do not like it.

As such, Homura stood outside the entrance to her classroom. She had done this so many times before, that she had every minute detail in the door and the sounds from within memorized. Her teacher shouting about her boyfriend troubles. Students stammering a response to her very unprofessional questions. And, of course, her calling Homura into the room.

"Come on in Akemi-san!"

Schooling her features into the perfected mask she always wore, Homura strode into the room. Her footsteps were quick and assured, each and every one measured equally. Her back was ramrod straight, eyes focused forward and on the teacher. Saotome looked much the same as ever, and the same could be said for everyone she saw out of the corner of her eyes.

Until, at least...her violet eyes fell on Madoka Kaname.

What? That is...she never...

Homura's cool and collected exterior didn't change, though her footsteps became ever so slightly out of step. Only someone intimately familiar with her would notice the slight stumble before Homura recovered, but the very fact it happened spoke to the shock running through her system. And over something so relatively minor to anyone else.

Madoka's beautiful pink hair was tied back by pitch black ribbons.

The other girl had only ever worn pink and very rarely yellow ribbons. Homura, in point of fact, struggled even with her memory to recall a time where Madoka Kaname had worn anything in black. That color was one she had never associated with the pinkette, not once. And it was certainly possible that what was happening was minor and nothing to worry about. Perhaps her mother had randomly given her black ribbons.

But Homura had long ago learned that despite the subtle differences and variations in timelines, nothing happened by chance.

"Hello, my name is Homura Akemi," she smoothly covered the worry, looking out at the class, "It is a pleasure to meet you."

Bowing slightly, the time-traveler continued to watch Madoka out of the corner of her eye. Normally, the other girl would look at her with awe, until she actually acknowledged her. At which point it would go one of two ways...the pinkette would be terrified of her brusque and cold nature, or she would latch onto her and want to be Homura's friend. The last timeline was a case of the latter.

This time though, she was just grinning widely, staring directly at Homura. Who didn't know how to think about that grin. Perhaps it was the ribbons throwing her off, but it didn't look like one of Madoka's grins. It was too wide. Her smiles were smaller and kinder. This one...felt off. She couldn't describe why, but it did. There was still the chance it was the ribbons influencing her thoughts...

But Homura felt like something was very wrong.

"Akemi-san?" Saotome asked, "Is something wrong?"

"No," Homura shortly replied, heading for her seat near the middle of the class.

She needed to find out what was going on...but she couldn't do that with everyone looking at her. If experience was any indication, she wouldn't have to wait very long as the least, regardless of anything else. After all...if she didn't go to her, then Madoka would come instead.

-0-0-0-0-0-0-0-0-0-0-0-

Despite the incessant chatting of the girls around her, Homura didn't hear any individual words. She didn't even know the names of these girls, despite seeing them for what might be one hundred or more times. In the first few timelines she had been too shy...after that, every bit of her energy was committed to helping Madoka and- very rarely -the other Magical Girls. Never to socializing with random girls who would never, and could never, understand what she was. What she had been through, and continued to go through. As such, she didn't even bother acknowledging all the questions being directed at her.

Instead, Homura's full attention was on Madoka, who got up and walked over to her. This appeared to be one of the timelines where Madoka would make the first move then. Perhaps it was better this way, since it would give Homura more of an idea what was going on with her friend. Something she was still very lost on, to say the least.

"Excuse me," Madoka spoke up, her voice lower than normal...yet another thing that got Homura's nerves shot, "Akemi-san needs to see the nurse for her medicine."

The other girls shared a look, before apologizing and moving off. For her part, Homura stood up and looked at her friend. Madoka's grin remained firmly in place, as she nodded up at the taller girl.

"Sorry about that," she continued, "We don't get many transfer students."

"It's fine," Homura replied warily.

"Follow me then."

With that said, the pinkette spun on her heel in a very un-Madoka like manner, heading for the door. Homura watched her go, before giving a minute shake of her head. Following the other girl out of the room, she walked with Madoka through the familiar halls. Along the familiar path that she had taken so many times before. Unlike many of those times, Madoka was walking in front of her however. And at a fast pace as well, again, completely unlike her. What...had something happened to her only friend?

Had she already failed this timeline before it even began?

The very thought made her ill, as she kept her face carefully schooled behind her mask. Homura followed behind Madoka, not saying anything. Somehow, she got the feeling the other girl wanted to make the first move. She didn't know where the feeling came from, but it was certainly there.

"So, Akemi-san?" the pinkette finally spoke up, "Do you mind if I call you Homura?"

"That's fine," she replied, "if I can call you Madoka."

There was silence at first, before the other girl nodded shortly, "If you want Homura-chan."

And now she was placing an odd emphasis on the honorific. Just what was going on with her friend? Homura didn't have an answer, as they moved into the familiar walkway, empty as ever as it connected the two portions of the Middle School. This area was familiar to the Magical Girl...more than any other part of the school. It was here, where Madoka first befriended her...first said her name was cool, and that she should live up to it. Here where Homura had found a new meaning in life, even if she hadn't recognized it until after Mami and Madoka had saved her from that Witch. Homura would always remember that first timeline for that...for Madoka giving her a reason to live.

Since then, this walkway had become the place where she tried to do the same. Talk to Madoka, and convince her to not contract with Kyubey without actually mentioning the little monster. Madoka very rarely listened, oftentimes deciding here that Homura was crazy at the least. It was something that she had gotten used to, even as she continued trying it. But this time...it looked like it would be more similar to the first timeline. Because Madoka spun back around, looking at Homura with pink eyes that were nearly as dull as her own violet ones.

A look that should never be in Madoka Kaname's eyes.

"Homura-chan?" the girl asked, voice still as low as it had been.

"Yes Madoka?" Homura asked back, an ever so slight frown crossing her face, "Is something wrong?"

"That depends," Madoka replied, "Have you noticed anything wrong, Homura-chan?"

The emphasis on her words was starting to get under Homura's mask in ways that she wasn't used to, "Why would something be wrong? I...just started school, so I would not notice if something was wrong."

"We both know that's a lie Homura-chan."

Understandably, the Magical Girl felt her blood run cold at that tone of voice. Madoka knew more than she was letting on. But...

Kyubey. That little rat must have told her something before he started avoiding her. When I see him again...

"I thought the ribbons would have been enough of a clue," the pinkette continued, sighing dramatically, "Apparently not. Did you really not notice I'm wearing black?"

"I noticed," Homura replied, keeping her stoic appearance by some minor miracle, "I assume you wore black ribbons normally. Today is the first time I have seen you after all Madoka."

Another dramatic and very much unlike her sigh came from Madoka, "Do us both a favor and stop lying Homura-chan."

"But I am not lying..."

"Yes, you are!"

That shout, coming from that mouth, was enough to break Homura's mask, as she backed up slightly. Her violet eyes widened just as slightly, though on her face that spoke volumes to her emotional state. Madoka's voice had gone...dark. That was the only way she could describe it. There was very real anger in her eyes as well, something that Homura for the life of her could never remember seeing. Even in timelines where Madoka got angry with her or Kyubey, the most she ever saw in those pink eyes was frustration and maybe very minor anger.

What she was seeing now was pure rage. The likes she would expect to see in the red eyes of Kyoko Sakura, if any at all. She would never have expected it from Madoka. The very idea of anger in her eyes was something that seemed even more wrong than the idea that Magical Girls were Witches. Madoka Kaname did not get angry. She did not scream at someone. Especially not at Homura.

"Ma...Madoka?" cursing the return of her stutter, Homura attempted to restore her stoic mask.

The anger didn't fade, as the pinkette stomped forward, glaring up at the girl who dearly desired to be her friend, "You and I both know the truth Homura-chan. This isn't the first time we've met. Not even the hundredth time you've met me, if what you told me was true. So stop lying."

She...she remembers? Impossible! Madoka has only ever had fuzzy memories, not actual recollections of the past timelines. And not even the timeline immediately before one at that...I told her the truth, right before we fought Walpurgisnacht. How...how does she remember?

"You remember?" Homura asked slowly, hoping against hope that she didn't.

"I remember the last timeline, how you left me," the shorter girl replied, anger only slightly softening, "Not that I can blame you. If you had stayed I would have killed you. Witches aren't much for thinking, especially not when we're just born."

"When..."

When we're just born? That means...no. No no no no no no no no no no no no no no no. No!

"You are not Madoka, are you?" Homura slowly moved back, hand going to her Soul Gem.

"Nope," the pinkette popped the p in that word slowly, reaching down the collar of her uniform, "you know who I am, Homura-chan."

When she finished saying that, 'Madoka's' hand came up, holding a chain. And dangling from that chain, was a sight that the time-traveler had never wanted to see again.

A black orb, hollowed out completely unlike the vast majority of its comrades. Inside a ribcage of dull metal, sat the shape of a shooting star, shooting 'up' through a ring of metal at the top of the orb. When the 'star' reached its destination, it merged into a spike at the top of the round object, extending further up from its peak. There was the shape of a teardrop at the top of that spike, with an otherwise cute pink ribbon tied to the top of it.

It was the pink-haired girl's Grief Seed.

"Kriemhild Gretchen," Homura finished backing away, purple light surrounding her. At this point, the entire school was in danger and it didn't matter at all if someone saw her transform.

The moment her shield was on her arm and her Magical Girl outfit on her body, Homura pulled out a high-caliber assault rifle. The weapon was aimed directly at the monster in front of her. The monster wearing Madoka's skin.

"Are you going to shoot me Homura-chan?" Kriemhild asked almost casually, returning the Grief Seed to its place under her uniform. A small smile was on her face, as she looked down the barrel of the gun.

"I have every reason to, monster," the Magical Girl replied, for once allowing her true feelings to shine through, "It should be impossible for you to be here...let alone in that form. You should be in a Labyrinth...and no one around you should be alive."

"True, and that would happen if I could make a Labyrinth," the pink-haired monster replied, "But since I can't, I'm not."

Homura frowned, "What do you mean?"

"I mean what I said Homura-chan," Kriemhild replied, "I can't make a Labyrinth. Maybe it's because I'm in this body, maybe not. I'm not even sure how I ended up like this, to be honest."

"...you sound oddly sane."

Though, in all honesty, Homura thought that she was insane for holding a conversation with this monster instead of ending her. But the combination of looking at Madoka's face, hearing Madoka's voice, and the fact that this was a Witch who hadn't immediately attacked got her attention. And, part of her was hoping to figure out how this had even occurred. The very last thing she wanted was to go back again at the end of this month, only to find out that Madoka was still gone...replaced by the heart of her despair.

For her part, Kriemhild held a finger to her mouth, "Do I? I suppose compared to Oktavia-chan or the others, probably. I blame that on whatever put me in this body...I know that if I were still the way I'm supposed to be, nothing would matter but saving everyone. Wiping out all evil, and making a perfect world in my Labyrinth. Wouldn't that be wonderful Homura-chan?"

Claims to sanity or not, Mad...Kriemhild's voice grew rather fanatical at the end of that sentence.

"I fail to see how destroying Earth would be a perfect world."

"Perhaps, you just can't see it from my perspective," the Witch sighed, "the world is full of hate and anger. Darkness and suffering. War and destruction. All of these are human nature, but I refuse to believe everyone is like that. I am the Witch of Salvation...the Witch of Mercy. I would destroy all the sadness and suffering in the world, and create a new, perfect world from what was left."

The girl shook her head after that, wan smile crossing it.

"If I could. I can't though. Right now, I couldn't even win in a fight against you Homura-chan...I have power, but it's nothing on what you can do," Kriemhild looked directly into the violet eyes across from her, "So I'll ask again...are you going to shoot me?"

Homura knew. She knew that by all rights she should shoot Kriemhild Gretchen down before the Witch wearing her friend's face could become a danger to anyone. But she just could not pull the trigger. She had been deeply, irreversibly, scarred by the time she had to kill Madoka. She just...she just couldn't shoot the face looking at her, no matter who was behind it. Madoka was, as ever, the only true weakness of Homura Akemi. Even if the girl in front of her wasn't Madoka, that did not change.

She just couldn't shoot Madoka's body in the middle of the school, when it wasn't even fighting back. If this were in combat, or in a Labyrinth...perhaps, then, she could push herself past the visual. But she couldn't do it...not here, not now.

"I..."

Kriemhild's grin returned, "Can't pull the trigger Homura-chan?"

"No."

"Thank you for that."

For the second...third...however many times it had been, Homura's brain ground to a halt. Had a Witch just thanked her for not attacking?

"Believe it or not Homura-chan, I have no intentions of hurting anyone in this building," Kriemhild continued, "Do you really think I would attack Sayaka-chan? Hitomi-chan? You? No, if I were a wild Witch in my true form I would attack. I would still try to save as many as I could, especially as very few here are old enough to truly be beyond saving in my perfect world. But in the form I'm in now...I, maybe, am a bit more forgiving. I won't attack for no reason."

"I have no reason to trust that statement," Homura fired back, still holding her rifle despite the fact she knew she couldn't shoot first.

"And I have no reason to believe you won't kill me," the Witch shook her head, "Homura-chan, right now, what matters to me is keeping the people I feel need to survive safe. I can't save everyone, not as I am now. I can't bring about the end of this horrible world, and bring in a perfect one without suffering or sadness. What I can do, is help you."

Homura could not believe her ears, "Help me? Help me fight other Witches. Help me protect a world that doesn't deserve it."

"Not so much the last one, but yes."

"You know the moment that Mami Tomoe or Sayaka Miki- leave alone Kyoko Sakura -find out what you are, they will kill you."

Kriemhild sighed, and for a split-second, Homura could have sworn she saw sadness in those pink eyes, "I do understand that. I honestly expected it to be you who killed me though. I know you too well Homura-chan...I don't know how I remember, but I know enough from when we met. You don't let any threat go by."

A mirthless chuckle accompanied that final statement.

"And I imagine I'm the biggest threat you know, outside of that damned Walpurgisnacht."

For whatever reason, Homura was starting to get the feeling that this Witch was far from normal. Even for what she was. She didn't know if some remnant of Madoka remained in that body. Or if just being in human form was influencing her thought process. But Kriemhild seemed less mindless monster, and more highly dangerous and temperamental girl. Even when a hint of fanaticism snuck into her her words when she spoke of her 'perfect world', she sounded entirely too sane.

Entirely too human.

"That would be an understatement," Homura slowly lowered her rifle, though she refused to remove her sight from Kriemhild.

"Good point," that entirely un-Madoka like grin was back, "so, Homura-chan. Are we partners again? Just like old times?"

Homura shook her head, "Just because I am allowing you to live, does not mean I have any intention of working with you. As you already know my abilities...I only intend to see how you develop, until I can go back and save Madoka properly."

"Maybe that's what you want to do Hooomuuurra-chan," Kriemhild's grin turned devious, "but I'm not leaving you alone. You are the one I want to protect the most. If I can't have my perfect world, I want you at least."

Somehow, Homura didn't doubt that she would have many problems dealing with this strange Witch.

AN:...as above, not entirely sure where this one came from. I think it's from reading the other Gretchen story currently ongoing. That got my mind thinking, and this was the result.

Important thing to note: Gretchen is sorta sane. As sane as any Witch can be. But she is not Madoka with rough edges. There are going to be bits and pieces of everyone's favorite pinkette in there, but for the most part, Kriemhild Gretchen does not equal Madoka Kaname. She won't hesitate to tear anything apart if she feels it deserves it or it threatens her. On top of that, her personality has wild swings, as shown here. Angry one second, fanatical about her perfect world the next. And she's got a mischievous side, at least when it comes to Homura.

Basically, only Homura is really safe around her. Even Sayaka isn't, not to the same extent.

As to how she ended up like this? We'll have the start next chapter be her perspective on ending up in this Madoka's body, but otherwise, I'm not saying anything for quite a bit.

Hopefully, this worked out. I guess we'll see what the readers think. Remember, this is a test drive of the idea. I have it plotted out and am probably going to start the second chapter as I post this...but I want to see how much interest there is too.

So drop a review on the way out if it interests you!