"Is all that really true?" Homura asked the Kyubey standing in front of her next to the fountain in the middle of the city park in disbelief. He had unexpectedly approached her to tell her everything. "Is that really why you're making us magical girls? To use us as fuel?"

"That's the sad truth of it," Kyubey said. "I know it's hard to hear, but you deserve to know the truth, especially after what I and my colleagues have done."

Homura now understood completely. This creature had laid all his cards on the table, but now there was something else that didn't make sense.

"Why are you telling me all this?" Homura asked suspiciously. "If lying by omission is part of your work, then why are you telling me all this now?"

"The answer is simple really," the Kyubey said looking down in what looked like shame. "I'm tired of condoning this madness."

"What? I thought your race didn't feel emotions."

"The others don't. I used to not either, but your race has changed me."

"What do you mean?"

Kyubey looked up to her with sad eyes. Homura was taken aback. She had never seen their race express anything with their eyes except for their apathy and condescension.

"It's truly ironic," Kyubey said in a sad tone that was coming through his voice. "We're supposed to be a powerful, superior race when we're the ones who are inferior and weak. I have observed it in humanity since I've arrived. I tried to deny it, but I accept it now. Humans are superior. You have the ability to think for yourselves, to make your own decisions, to be individuals, and yet live with and love the people around you. The emotions we take advantage of make you more alive than we've ever been. You're not perfect, but it's still better than what we are."

"And what are you?" Homura asked as she got on her knees so she could be closer to his eye-level.

"We are just like your bees. We live in a colony, think the same thoughts, and never question what we're told or what we believe. No individual value, just a group of workers who serve a common purpose. We do everything 'logically' and if anyone even begins to think about doing anything differently then they're done away with. Then, we treat everyone like cattle because we think they're inferior and we're doing it for the good of the galaxy. They say we've always been this way and that is always the way we should be, so no one questions it or even bothers to think of doing things any other way. Humans may have sinned and fallen short of the glory of God, Homura Akemi, but it's obvious why your species is his favorite and we're not."

Homura was shocked and almost felt moved enough to touch his head and comfort him.

"Homura Akemi," Kyubey said as his head popped back up. "I know what you're trying to do. You're trying to save Madoka, as I have sought to save any other girls that are targeted. I also know that you are not from this time…"

"How did you find that out?" Homura responded in shock.

"Logical deduction, really. I've also been listening to my colleagues. There are some advantages to being connected to a hive mind. I know that you are doing everything in your power to save Madoka since you were not able to save her some other time. I want to do everything in my power to help you do that."

"Why should I trust you?" Homura asked standing up and transforming into her magical girl outfit.

"Because if one of us were to corroborate your story, then logically she would believe you and a life could be saved," Kyubey said with more determination burning behind his eyes. "I would do anything to give back the souls I've taken, but since I can't, saving others from their fates is the next best thing. I want to be a rebel against the system that causes despair, like you."

"I don't believe you. I can't. The last time I trusted one of you, I was put into this life of misery. Your race is filled with nothing but monsters and I can't believe that you're any different. This could all be a trick."

The Kyubey looked down again and said, "If that is how you feel, then that's okay. I understand, but I will still watch out for you however I can until the others finally catch onto me. I have a feeling that it won't be much longer. The hive mind is slow to sense deviations but it does find them eventually. I may be carted off to an asylum on my planet, but I'll be able to take it. Just promise me one thing, Homura Akemi."

The Kyubey looked up with tears streaming down his face and said, "Promise me you'll succeed."

Homura gave him a blank stare.

"I like existing," the Kyubey continued while the tears kept falling. "I like being able to think my own thoughts and feel my own emotions. I like being free. If you went back in time, then I wouldn't be who I am now. Please, if it's all possible, don't go back in time again."

"Kyubey…" Homura replied.

"No, call me Key," the Kyubey said. "I don't want you to associate me with them…They're coming for me now. You need to leave."

Homura ran out of Key's sight, but unbeknownst to him, she was watching close by from a tree while three other Kyubeys surrounded Key.

Key wiped his eyes with his paws and said, "Hello."

"You are mentally ill," one of the Kyubeys said. "Our mind has not been able to connect to yours and you are showing the traits of having emotions of your own…"

"So, you want to cart me away?" Key asked. "Do you, mindless?"

"Your illness has to be treated," another Kyubey said. "If your recovery is swift enough, you can go back to work."

"As one of you?" Key asked as he pulled out his claws and cut himself on the ears leaving scratch marks behind. "There's no way in hell that I'll ever go back to that. I will never again be a monster. You'll probably have to just kill me. I refuse to be an Incubator."

"Your behavior is growing more and more illogical," the third Kyubey said. "Prepare for immediate transport back to our home planet for mental health treatment…"

The world froze as time stopped. Homura jumped out of the tree and picked up Key unfreezing him right away.

"What?" Key asked looking around while Homura ran away. "You froze time."

"I never thought I'd see the day when I could actually trust one of you," she said. "You're right. Your testimony could save Madoka. I will guard you from them if you help me save her. That's the deal."

"Of course, Homura Akemi," Key replied happily.

"Call me Homura," Homura said.