The girl who had once been Homura Akemi sat on a throne in the darkness. If one looked closer, the throne was made of Incubators. These Incubators were constantly twitching and shuddering, unable to scream at their torment.

Homura Akuma was not content. By all rights, she should have been. She had more power than she could have ever dreamed of. She had decisively dealt with the Incubators and their plans, enslaving them to her will. Finally, the one she cared about most would live a long, happy life.

She watched the image of Madoka on the viewer. The pink-haired girl was just going through her daily routine. It was about as close as Homura could have gotten to being there. It was payment for her sins, she rationalized. She deserved this.

"Homura," Madoka's voice called out in the darkness.

In spite of herself, the dark goddess gasped. Here, in this place, she was omniscient and omnipotent. So why hadn't she sensed anyone coming?

She didn't want to look. She knew that the day would come when Madoka would come to reclaim her power. She never expected today to be that day.

Something was wrong. The seal around Madoka-in fact, the seal around the entire universe appeared to be intact. Madoka was going through her life on the viewer. So who had just called her name?

"Homura," Madoka repeated. "I'm here."

Homura repressed the urge to shudder. She had power beyond measure. She had created the perfect universe for Madoka to live in. She had sacrificed EVERYTHING, and this was NOT how it would end!

With an effort, she looked at the source of the voice. She saw Madoka in her ultimate form, but there was something more substantial about her. The blue aura that surrounded her was oddly warm and inviting.

"You should have stayed where you were happy," Homura said coldly. She tried not to make it sound like a threat, but it came out that way.

"You know why I'm here," Madoka said. She gestured to the viewer. "I'm not her, yet I am her."

Homura frowned as she realized what was happening. This Madoka was from another universe. How dare she intrude upon her work?!

"Go back, Madoka," she warned the pink-haired goddess. "Go back to your friends. Go back to a better life, one without Witches and Magical Girls. Leave me alone."

Madoka shook her head, her eyes full of gentle compassion. "I can't do that, Homura. I could feel your pain, even from where I came from."

"Go home," Homura snarled, "or I will make you. I've taken your power once before and I can do it again."

"I won't," Madoka replied. There was an undercurrent of strength in those simple words. "Please let me help."

"JUST. GO. AWAY!" Homura Akuma screamed as she summoned her Familiars. They rippled and shifted their forms as they streaked towards the pink-haired goddess.

The Familiars never reached Madoka. They vanished well before they even got close. There were no energy blasts or other visible effects. One moment they were there, the next, they simply ceased to exist.

Homura blinked. This was unexpected.

"You can't hurt me, Homura," Madoka said gently. "Stop hurting yourself. Please let me help," she insisted.

It was about then that Homura got serious. Witches and other creatures flooded the area, surrounding Madoka. They pounced upon her, hoping to subdue the goddess.

As with the Familiars, none of them even got close. The Witches were turned back into the Magical Girls they once were and vanished. The monsters were likewise sent away.

Homura started shaking. She realized that this Madoka was far stronger than she was. She was as far above Homura as Homura was above an ordinary girl.

"Stop it..." Homura said, her voice breaking. "Don't-don't come any closer."

Madoka shook her head. "I have to do this, Homura," she said. "I have to save you."

Homura stood there, wide-eyed. Then the space between them exploded with unimaginable energies. The dark-haired goddess was throwing everything she had at Madoka in an attempt to stop her, perhaps even subdue her.

Nothing even came close. Energies that would have left even the Doctor aghast vanished a short distance away from Madoka. Homura's attempt to bend space and time failed. It was as if any pitfalls or traps she's set forth simply righted themselves when Madoka approached them. The pink-haired goddess kept advancing, her expression full of compassion. That made it even worse.

"Please don't…" Homura actually whimpered. "Don't do it."

"You know what I'm going to say," Madoka said quietly. "You know this because it's exactly what she would say."

Homura Akuma was cornered. The irony didn't escape her. In a nearly infinite space, Madoka had cornered her at the very edges of reality. Homura was almost spastic with terror as she curled up into a ball.

"If you ever loved me, please…please don't…" Homura whispered. She closed her eyes and the tears began to fall.

Madoka knelt down and gently hugged Homura. She stroked her hair and whispered the dreaded words:

"I forgive you, Homura Akemi," she said quietly. "And so would she."

It was then that every sentient race felt a sense of anguish and apprehension. It was a feeling of dread that had been fully justified. It was so intense that the throne of Incubators stopped twitching and fell silent. No matter who or what you were in that universe, you felt the scream of Homura Akuma.

"How could you?" Homura babbled as she cried freely. "After all I've done, how could you ever say those words?"

"You're my best friend," Madoka said simply. "You always have been."

"It's too late for me, Madoka," Homura sobbed. "This is exactly what I wanted. This is exactly what I deserve."

"It's not right," Madoka insisted. "No matter how perfect you make her world, it's not complete without you."

"It's what I deserve," Homura repeated. "I rebelled. I stuck you in a false world. I stripped you of your power and your free will! I VIOLATED your mind!" she exclaimed.

"But you didn't enslave me," Madoka pointed out. "You did your best to spare all of us. You wanted everyone to be happy."

"I wanted you to be happy," Homura Akuma corrected her. "I would take on any burden to make sure that happens."

Madoka sighed. "Homura, she needs you. Even if she doesn't know it, even if she doesn't remember—she needs her best friend."

The pink-haired goddess gestured, and a door appeared in the nothingness. It was nothing particularly ornate. It did resemble, however, the door to the Kaname household.

"What's that?" Homura asked. It was unsettling, having holes in her omniscience.

"Hope and redemption, if you want it," Madoka replied. "You just have to step through that door and you'll be with her."

Homura shook her head. "It can't be that simple. It's never that simple," she almost babbled.

"You won't be a Magical Girl or a Witch," Madoka stated. "You won't have any power. You'll just be an ordinary girl."

"And?" Homura asked nervously. "What else will happen?"

"And when you do, there will no longer be any Magical Girls. Every Magical Girl will get their soul back. That's what I've been doing, Homura. Today, everywhere, the cycle ends." Madoka looked sad for a moment. "Each time I've stopped the Incubators, I've been gentle. I've freed girls to go onward. Now, it's your turn. You are the last Witch, in a way. More importantly, you are my best friend. How could I not try to save you?"

"And I have to face the consequences of my actions," Homura said shakily.

Madoka smiled gently and hugged the dark-haired goddess closer. "We all do, Homura. This is your chance to put it all behind you. This is your chance for real happiness with her."

"And if I don't?" Homura regretted saying those words as soon as they'd left her mouth. The girl holding her could have easily forced her through the door with a thought.

Madoka looked sad for a moment. "It's your choice," she reminded Homura.

Homura clenched her jaw. It was so tempting…

"No," she said finally. "As long as she's happy, I choose to stay here."

Madoka paused. For a moment, it was as if the universe itself had paused with her. Then the pink-haired goddess sighed and touched her forehead to Homura's.

"Then I'm sorry," Madoka said quietly. "I'm so very, very sorry for what happens next."

Those were her last words as she vanished. There were no special effects, nor any sounds to mark her passing. Madoka was there one moment and the next, she was gone.

Homura looked around the empty space, bewildered. Something fundamental had changed. For one thing, she couldn't feel the presence of any of the Incubators. For another, she felt compelled to look at the viewer.

The viewer had been divided into four quarters, each representing a girl she once called her friend. In each of them, a simple picture floated within easy reach of said girl.

"What?" Homura whispered, even though there was nobody to hear her. Then she had this impending sense of dread.

Madoka Kaname, trapped in her paradise, picked up the picture that had appeared out of nowhere. So did Sayaka, Mami and Kyouko. They each puzzled over the picture for a moment before they gasped.

It was a group shot of all five of them. They were smiling and happy.

Madoka covered her mouth with the hand that wasn't holding the picture. Her eyes started brimming with tears.

"I remember," she whispered. "How could I forget? How could I ever forget my best friend?!"

"No..." Homura breathed. "No, I won't allow this. Do you hear me?! I will NOT let her remember!" she called out to the empty space.

There was no answer. The alternate Madoka was gone.

The viewer shifted to Sayaka's house. She regarded the group picture with some puzzlement. Then the blue-haired girl winced as the memories flooded her mind.

Sayaka shuddered for a moment, never letting go of the picture. Her eyes turned harsh as she frowned.

"I told you I'd remember you as a devil," she whispered.

Homura found herself trembling. She was akin to a god. She had power beyond measure. She had sacrificed so much, and now it was being unraveled!

Mami's and Kyouko's reactions were similar. After the initial shock, there was a determined look on their faces. Kyouko looked like she was ready to pound something into the ground.

Homura gathered her power. It should have been a simple matter to rework their memories. People were always trying to rewrite the past for a comfortable illusion.

It didn't work. Her efforts didn't even seem to touch her former friends. Try as she might, they still had their memories. Furthermore, she could tell that they'd relived some of her memories as well.

She watched impotently as Madoka grew more distraught. The pink-haired girl started calling her friends, asking them if they remembered anything.

With her omnipotence and omniscience, Homura was left with only two options: She could stay in her corner and watch Madoka suffer, or she could go through the door and...take it all upon herself.

It really wasn't any choice at all. She'd been hit where it hurt.

A single tear rolled down the goddess's cheek. Her lip quivered as she opened the door. She then spoke her last words as a goddess:

"Damn you," she whispered.

There was a feeling of being lessened as she walked through the door. She suddenly felt very small and unimportant as her power was dispersed throughout the universe. She didn't even bother wondering where her throne of Incubators had gone.

The most important person in her world froze at the sight of her. Well, that was perfectly natural. Who wouldn't have frozen at the person who had crossed so many lines, all to assuage her tiny, damaged psyche? What could she possibly say to the girl that she cared most about?

"I'm...home..." Homura Akemi, the former goddess, got out awkwardly. The words had been more automatic than anything.

The tears flowed freely as Madoka hugged her tightly. She sobbed, totally unashamed.

"HOMURAAAAA!" Madoka exclaimed. She repeated the dark-haired girl's name between sobs.

Homura stiffened. She'd expected some sort of retribution, some bit of justifiable malice. She expected to face Madoka's wrath, backed up by the power of a god.

Nothing like that happened. She was just in the arms of her best friend.

Homura hugged back and cried. She whimpered that she was sorry, that she didn't deserve anything, as well as other admissions that she would have found mortifying later. They were all eclipsed by four simple words:

"I forgive you, Homura."

They weren't sure how long they'd been hugging before they heard someone else. The first arrival was Sayaka, who froze in astonishment. Next came Mami, who had a similar reaction. Finally, Kyouko rounded out the group.

Reluctantly, Madoka separated herself from Homura. She positioned herself between Homura and the other girls.

"Don't," Madoka pleaded, her voice cracking. "Homura can't-she won't hurt you anymore. She won't."

Sayaka overcame her shock and advanced upon Homura. There was a fire in her eyes that made both Madoka and Homura flinch.

"Get out of my way, Madoka," Sayaka said harshly. "She has to pay for what she's done to us."

"No," Madoka whimpered. "Everybody, please...don't do this."

Kyouko scowled at Madoka. "This has gotta be settled, Madoka. This ain't revenge; it's about evening the scales." She grabbed Madoka in a joint lock and whispered something in the pink-haired girl's ear.

"You...you're-?" Madoka began, but Kyouko glared at her. Madoka fell silent.

Sayaka reared her hand back. Homura stood there, trembling so bad that her knees were knocking. Tears streamed down her face as she prepared for the inevitable blow. She deserved it, after all. She deserved every bit of pain that she was about to receive.

She did not expect Sayaka to gently touch her face. She certainly didn't expect the blue-haired girl to break out into tears herself. Mami and Kyouko were much the same, their determined expressions replaced with reluctant, tearful ones.

"You idiot," Sayaka said, her voice cracking. "Why didn't you trust us? Why didn't you TELL US how BADLY you were hurting? Did you think we didn't care? Did you think that you were really all alone in the world?"

"I..." Homura wasn't sure what to say. "You're...forgiving me? After all I've done?"

"We all saw what you've been through," Kyouko said, releasing Madoka from the joint lock. She shook her head. "Now call me crazy, but with the life you've had...beating you down ain't gonna help any."

"This isn't unconditional," Mami warned. "You're going to have to do something very difficult."

"What's that?" Homura asked.

"You're going to have to trust us," Mami said sternly. "That's what friendship is all about. No more hiding. No more putting on a brave face. We're here for you."

Homura stared at her friends in disbelief. They had every right to take their pound of flesh. Now, they were welcoming her back, even though they had no reason to.

"I...don't deserve you guys," she sobbed. "I'm weak and needy and..." The rest was lost in incoherent tears as she sank to her knees. Madoka gently came by her side and hugged her.

"Yeah, well," Sayaka began with a flippancy she didn't feel, "you're stuck with us." She paused and shared a silent look with the others.

As one, they converged upon the sobbing Homura Akemi. They, too, started crying as they shared a hug.

The Doctor smiled. He'd been following Madoka's progress during her tenure in near-omnipotence. What he saw gave him hope for the future.

"That's an odd smile," Donna remarked from the couch. "Care to let me in on the joke?"

"Oh, it's no joke," he replied. "I just saw a soul being saved."

Donna nodded. "So, what happens now?"

The Doctor was thoughtful for a moment. Then he dashed to the control pillar and started punching in coordinates.

"Now? Now, we go to this great place that's like a Chinese bazaar, but on another planet. I'm going to show you a drink that's like a latte, only better!"

Donna found herself grinning at the prospect. Traveling with the Doctor was never dull. However, she noted as he paused. She could almost feel a moment of clarity in the universe. At this one moment, all was well.

WARNING! AUTHOR BABBLE!

Wow. What a long, strange journey this story has been. It evolved from a mere musing to a demanding, ravenous beast. The characters demanded that I do them justice. The story demanded that I get it right. You, of course, demanded (rather gently, I might add) that I finish this. Most of this stemmed, I think, from my own sense of outrage at how callous the characters were portrayed in PMMM. It was as if they'd dropped several IQ points just to get the story going at times.

Gen Urobuchi has said in the past that happiness is not natural to the Human condition. While I grant him the right to believe as he will, I vehemently disagree. Life isn't all sunshine and roses, but happiness is where you find it. I think that hope born from our lowest moment of despair is more powerful than hope withering into despair.

Why did I pick the 10th Doctor? Well, the basic truism is to write who and what you know—and I happen to have the entire David Tennant Years collection on DVD. I'm not well-versed enough in Classic Who to do those Doctors justice. Also, the personality of #10 was the easiest for me to work with. 9 would have been too harsh in the beginning. 11 was a bit too uneven for me—one moment full of joie di vivre, the next plunged in utter self-loathing. 12—well, with his bluntness and "I don't have to be nice" attitude, he'd be more likely to cause the girls problems than to solve them.

Did you ever get the feeling that this story was, essentially, a tribute to the David Tennant era? Well, dear reader, you'd be right.

There's also the fact that Donna was immensely fun to write. She could say and do things that the Doctor wouldn't even think of. I have nothing against Rose, Martha, and Jack Harkness. In my opinion, they simply would not have worked quite as well as Donna's fiery, but compassionate attitude. A good companion will challenge the Doctor, just to keep him from becoming complacent and arrogant.

Who is Walker Santos? Well, he's an alternate version of none other than Saint Bro'Dee Walker from the Green Lantern comics. The blue light of hope also comes from the comics, with slight modifications.

My personal name for this version of Ultimate Madoka is Godoka EX Plus—or, Madokami EX Plus if you're so inclined. Yes, the bonus chapter was based thematically on a pivotal scene from "Last of the Time Lords." If one second of an entire planet's hope could empower the Doctor like that, then one year's worth certainly would give Madoka quite the boost.

There are lots of Easter eggs and inside jokes for the Whovian to look for and smile at. I won't list them all—there are just too many, I think.

Some additional character notes: Ellie and Annie are, indeed, versions of Elsa and Anna from Frozen. Nora and Pyrrha are from, of course RWBY. Michelle and Amara are the English dub names for Michiru and Haruka—aka Sailors Neptune and Uranus. Ilya, Miyu and Chloe are derived from Fate/Kaleid Liner Prisma Ilya(ye gads, what a pain to type that title up). Anita King is from the R.O.D. TV series-not a teleporter in that series, but I thought it would come in handy with her close-in style. As for Cobbs and Nolan in UNIT-they're analogues of Nobby Nobbs and Fred Colon from Discworld. I couldn't resist.

Why did the Magical Girls' weapons work when Homura's arsenal didn't? Well, the Doctor had supercharged the Magical Girl Army with the one thing that could neutralize that much despair: Hope. Conventional weapons simply couldn't leave a scratch on a Witch as powerful as Walpurgis Nacht.

I'm not going to go too much into "what might have been" because, to be honest, what's out there is better than the draft. I will admit to waffling on what to do with the Incubators, but I had to keep in mind Madoka's basic nature. She is not one who would be cruel to another creature if she could help it.

I'd like to thank my pre-readers for their help and feedback. Writing a story can lead to a serious case of tunnel vision. My pre-readers helped keep me on an even keel and pointed out things I didn't even consider.

Well, that's about it. If you have any questions or comments, please feel free to PM me. In the meantime, I'll be working on a Superman/Doctor Who crossover that should be MUCH shorter than this story. And then I'm going to go for National Novel Writing Month. So, yes, I'll be keeping busy.

Thanks for reading this. I hope that you enjoyed this as much as I did writing this. See you in the future!

-Pearson "Doc" Mui