A/N: This story is something that I thought up randomly in the aftermath of finishing Code Geass: Akito the Exiled a few days ago. While on Pinterest looking at Code Geass art from Akito the Exiled and the original series, I came across a picture I had pinned a while ago...a picture of Homura with a sword and a glowing red eye that resembled Geass a bit. That got me thinking.

You know there's going to be trouble when I start thinking.

The following is what I came with after enlisting the help of a very good friend of mine. I'd tell you who she is, but if I did she would hit me with a metal pipe and I rather not have that happen. Thanks for your support sista!

Story synopsis: Homura Akemi has spent one year (12 time resets) trying and failing to save Madoka Kaname from becoming a Magical Girl. However, the thirteenth reset changes everything. How? Well, you'll find out soon enough.

Warnings: This story is basically one huge AU of Madoka Magica, except for Homura's flashback episode near the end of the series. In other words, the events of the anime and Rebellion have not occurred and will not occur. Also in this story, Homura has only been through twelve cycles rather than the rumored 100. In other words, she won't be Ice Queen Homura who is completely obsessed with Madoka. She'll be...somewhat reserved Homura? She'll be a little different, that's all I can say about it. Now, as for how Code Geass is going to tie into all this...well you'll have to wait and see. Enjoy the first chapter everyone!

Opening Theme: O2 by Orange Range
Ending Theme: Enrai (Distant Thunder) by Do As Infinity

Disclaimer: I do not own Madoka Magica or Code Geass.

"Since that day, I've lived a lie. The lie of living. My name too was a lie. My personal history, a lie. Nothing but lies. I was sick to death of a world that couldn't be changed, but even in my lies, I refused to give up in despair." ~Lelouch Lamperouge

My name is Homura Akemi.

On August 10th, 2010, the Holy Britannian Empire savagely invaded Japan with their newest weapon, the autonomous battle vehicle known simply as the Knightmare Frame. Despite the odds being against them, the Japanese fought valiantly against the Britannian forces, and a few, such as Commander Kyoshiro Tohdoh, produced astounding victories that could only be called miracles.

However, Japan's fight ended when the prime minister, Genbu Kururugi committed suicide.

Forced to surrender in the wake of his death, the Britannian military quickly stripped this nation of its pride and dignity, slaughtering countless along the way without a thought. The worst of the bloodshed happened in the city of Mitakihara, now aptly named District 13 of Area 11.

This timeline is one I can't reset without dire consequences, for this is not the timeline or the world I came from. To reset time here could mean another world created or I might find myself back in the cycles of failure again. I'm afraid to do anything about the suffering my people go through when life is as perfect for me as it will ever be.

Before the attack on Japan and before I spent twelve months repeating the same month over and over, I transferred to Mitakihara Middle School and met a Magical Girl: Madoka Kaname. She worked alongside another Magical Girl, a veteran of the fight against witches named Mami Tomoe. In this original timeline, the two of them protected me from harm with a cat-like creature accompanying them.

This creature, Kyubey, was gifted with the ability to grant the wishes of young girls; nevertheless, nothing in this life is free. Everything comes at a cost.

In exchange for granting a girl's deepest wish, he contracts her service as a Magical Girl, which duties include slaying witches and little else...or so it seemed at that time.

Madoka and Mami acted as heroines of justice, using their powers to fight against witches and their familiars in order to save the innocent. Both of them were very kind to me, but I'll admit Madoka was the one I was in the most awe of back then and even now. She thought so little of herself, yet was and is the most compassionate and heroic human being I have ever known.

In the original timeline, the two Magical Girls met their end against a witch known as Walpurgisnacht. In the despair wrought upon me through their meaningless deaths...no, her meaningless death, I made a contract with Kyubey, begging him for the chance to meet Madoka again and fight alongside her.

Kyubey granted this wish, and thus began the struggle to save my best friend.

In the first trip back, I almost blew the whole secret of Magical Girls in the joy I felt at being reunited with Madoka again. Following that, I joined her and Mami in the fight against witches, gradually strengthening my abilities over time. However...

After the fight against Walpurgisnacht, in which Mami was killed, Madoka began to writhe in pain, crying out in anguish as her soul gem turned pitch black.

In that moment, I learned the true nature of Magical Girls, of the curse we were tricked into accepting.

When Kyubey transforms a girl into a magical being, he removes the soul from the body and places it inside an external container holding not only the source of that being's magic but the source of their very existence. The physical body becomes like a machine, functioning only for the purpose of carrying out its programmed task.

However, if the light of a soul gem becomes tainted...that Magical Girl will become a Witch.

It's ironic isn't it? The fate of all Magical Girls is to become the very thing we are contracted to fight against.

Upon gaining this knowledge, I went back in time again and tried my very best to warn Madoka and Mami of Kyubey's treachery, even attempted to warn Madoka's best friend Sayaka Miki, who joined the team after having her own run-in with the creature systematically ruining our lives. None of them believed me.

Kyoko Sakura appeared shortly after.

Sayaka responded negatively toward this, though most of her emotional pain stemmed from not having her feelings reciprocated by the boy she was in love with. She accepted help from no one, fighting familiar after familiar without bothering to chase after the witches who held the key to her survival.

Eventually, as all Magical Girls do...she succumbed to the darkness overwhelming her soul and transformed into a Witch.

In the aftermath of this event, Mami had a nervous breakdown and lashed out, shattering Kyoko's soul gem to pieces with a single shot of her rifle while binding me in thick yellow ribbons.

If soul gems give birth to witches, then we have no choice but to die. Both me...and you...

I shouted out for Mami to stop when a pink arrow went through the amber crystal adorning the flower ornament she wore in her hair. As its pieces fell to the floor, Mami stumbled to her left, a shot ringing out from her rifle once more. The ribbons disappeared from around me the second the veteran hit the floor.

My gaze shifted to Madoka then, knowing she had saved me from death by ending the life of another friend. With her eyes welling with tears she collapsed to the ground, crying out that she couldn't take it anymore. I told her it would be okay. I told her we could defeat Walpurgisnacht together before pulling her into a hug.

Everything would work out this time. Despite the deaths of our comrades...we would survive, right?

The battle with Walpurgisnact ended in our defeat, the city around us nothing but rubble in the wake of what appeared to be a natural disaster. Wounded, we both lay in the flooded road, staring up at the rays of sunlight desperately trying to peek through the heavy clouds rolling through the evening sky.

We used too much power trying to stop the chaos, and so, we were supposed to become witches together. I was...surprisingly okay with that. I didn't mind destroying the world at that point. We had fought too long and had suffered too much trying in vain to save a world destined for condemnation anyway. Why not tear it to pieces?

But Madoka...my dear friend simply smiled as she used her last grief seed, the very thing that could have saved her from death, to purify my soul gem.

Sorry I lied. I guess I still had one left.

But why? You should have used it!

It's better this way. I want you to do something I couldn't do.

The grief seed stripped away the darkness, revealing the light of my soul gem again when Madoka's breathing grew shallow.

You can go back in time, right Homura? You can go back and change everything, so that...we don't end up like this?

This memory is hard to think about, regardless of all the years that have passed since then, even with Madoka alive and well in my present. Her earnest plea for salvation destroyed something inside of me that day...something I still haven't been able to get back.

Save me from being stupid. Don't let Kyuubey fool me again.

There in the pouring rain, I swore to protect her from a horrible end, to stop her from ever becoming a Magical Girl no matter how many times it took to do so. I would go back...again and again and again.

She smiled at me and then begged me to kill her, saying she knew there were awful things in the world, but that there were a lot of things worth protecting as well.

And so...for the sake of sparing my best friend the agony of turning into something she truly hated...I had to...

After resetting time once again, I lived the same month twelve times in a row, failing each and every time to save Madoka from death.

However, this all changed with the thirteenth reset.

I have no knowledge of how this came to be. My powers alone wouldn't have been capable of such an anomaly; moreover, despite searching for the vaguest clues throughout these last seven years, I'm no closer to an answer. Perhaps I no longer care. I'm happy living as an Honorary Britannian here in the Tokyo Settlement. Madoka is also content, spending carefree days at the illustrious Ashford Private Academy with her friends on the student council there. We live a comfortable life, having neither too little or too much. This is how things should be.

But...the masked figure known as Zero...is a threat to the peace I have built. In the core of my spirit, I am certain this new wave of chaos will bring danger to Madoka again. I'm also certain Kyubey is out there somewhere, waiting for his opportunity to ruin everything.

For in this world, Magical Girls and Witches still exist.

And I still have a vow to keep.

My name is Homura Akemi. I have walked on this Earth for thirteen years as a human and eight more as a Magical Girl.

Twenty-one years of life have come and gone.

So much has changed since that day...

The following narrative begins seven years ago in the early morning hours of April 16th, 2010 after Homura Akemi reset the timeline for the thirteenth time since making her vow to save Madoka Kaname from ever becoming a Magical Girl.

For a long while she puts off getting up from the uncomfortable hospital bed, puts off throwing on her glasses, puts off walking in a determined stride across the room to the mirror, puts off unraveling her braids, puts off using her soul gem to improve her vision and rid her fragile heart of its disease...

Instead, for five minutes she lays still, staring at the ceiling with tears running down her face.

She begins to wonder, "Am I strong enough to keep doing this? What if I fail again? Could I stomach ending up here in this hospital again? Can I stomach meeting Madoka's gaze knowing I'll fail her in the end?"

Despite knowing she must get moving to prevent Kyubey from contracting Madoka today, Homura rises in deliberate slowness, deciding her efforts for this timeline are already doomed from the start...

But then, she remembers her friend's plea for her to fix everything, to create a miracle.

The raven-haired girl knows she can't give up. She has to keep going. If she stops...she too will die.

Although perhaps, she is already the walking dead.

"No matter how many times I have to go back..." She trails off momentarily to wipe away her tears. "I'll save you...Madoka."

With that vow firmly renewed in her heart, the time traveling Puella Magi leaps out of bed, not bothering to touch those old red glasses as she moves to the mirror she can barely see.

In previous timelines, when Homura walked to the mirror with her glasses precariously sliding down her nose, she always took a glance at the calendar. This time, however, she didn't bother to waste a second looking. Enough time had slipped from her grasp already and besides that, there was no point in looking anyway. She knew the date.

"March 16th, 2013," she muttered, watching her hair as it fell against her back "This is where it always begins."

She really should have glanced at the calendar.

No matter. In time she will know just what it is she has done.

For in the last timeline, Homura unknowingly accepted another contract, a very different contract from the one Kyubey tricked her into.

Because of this, she will find herself in a brand new world with a whole new set of rules and conditions. She won't be able to predict what's coming.

And, while she doesn't realize it yet, this will be the last reset to this particular point in her life. The battles ahead will challenge her more than before, test her spirit in ways not yet challenged. She may never see the end of the journey ahead, but she will fight her hardest and give her best anyway. No agony will be enough to stop her from keeping her promise, from fulfilling the sacred duty she has placed upon her own shoulders.

She will continue to survive, protecting Madoka Kaname for the rest of her days if necessary.

But somewhere down the road, she'll find herself at a crossroads between the life she has chosen and the life she didn't know she wanted.

Do the paths of this world lead to happiness or to deeper sorrow?

For Homura Akemi, discovering the answer is...

The 13th Struggle.

A/N: And so ends the first chapter. Thanks for taking the time to check this story out. If you feel so inclined, please leave your thoughts in that comment box below. Constructive criticism is welcome. Any feedback in general is welcome as it's been a while since I've written anything for Madoka Magica. Haha! Stay tuned for chapter two!