Puella Pony Twilight Magica - Rebellion Against the Devil

by jxz

First published

After travelling to the human world, Twilight negins having visions... Visions of a goddess... and a corrupt magical system. And maybe... she will have to stop it again.

Twilight has had dreams about another world; one filled with magic.

One that was doomed by the magic.

Wih some memories, Twilight and other ponies must unravel the thruth of why they are alive in Equestria, while fighting creatures made of despair.

The way of a Puella Magi won't be despair anymore.

The past never forgets, but the future can change...

Puella Magi/MLP crossover, set after The Rebellion movie and after some undefined time in S4.

Chapter 1

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"I... I want to protect everyone!"

"I want you to become a Magical Girl!"

"What would you wish?"

"STAY AWAY! why do you make me hurt?!"

"Wishing for someone else..."

"I'm not alone anymore!"

"Despair is the way of Magical girls."

"Burn that image into your minds. This is the path of a Magical girl."

"Why kill Familiars?"

"Despair always waits."

"You're an awful person!"

"Don't enter into this without knowing what's happening."

"I'm... a fool."

"Please, I know you're here!"

"She's no your friend anymore. She's a Witch now."

"If we die, we won't become Magical Girls!"

"I'm not scared anymore."

"Grant my wish, Incubator!"

"I... Am... Hope."

"YoU WiLl Be MiNe! I LovE YoU!!!"


"AAAHHH!" Twilight Sparkle, Princess of Friendship, Element of magic, and Ponyville's library resident, woke up sweating.

Again, those dreams. Or rather, Nightmares.

Since she ascended to an alicorn, those dreams had always repeated, each night more livid.

The thing was, they became more livid, and more clear, when and after she traveled to the humans' dimension.

Since that experience, the figures in her dreams had changed from sticks, to skin-colored humans without knowledgeable faces, to...

Those girls. Her faces were really familiar, though she didn't see them before. It was... weird, but... familiar.

She used to forget the dreams, hinking they were nothing more that dreams, but now...

They were...

"Like someone's life..." she whispered.

"Huh? Whose life?" Spike said. He was already awake, and made her breakfast to bed.

"O-Oh, Spike..." Twilight suttured. she didn't want to scare the little drake with her dreams. afer all, he was still a baby, and thus, his responsability.

But now, she needed to tell someone about it. And he was the only one in the library who could talk with her. (Owlowlicious didn't count as he couldn't talk.)

"Thanks, Spike. Um..." the alicorn said, after finishing her breakfast.

"What's wrong, Twi? the food wasn't ok?" Spike asked.

"N-no! is just..." she sighed. "I had a bad dream."

"Oh, really? and how it was?" Spike asked.

"I... I saw humans..."

"And? you may be thinking about how much you miss the girls from-"

"And... a white cat with red eyes..."

Spike stopped. "And..."

"And... a girl. A pink-haired girl. I saw some things through her eyes."

Spike was silent through the entire story. However, his fists were strongly closed by now. "And... since how have you had this dream?"

"Since... since we returned from the human world."

"So... being there and seeing humans was the trigger... But she didn't know until then...why?"

"H- huh?" Twilight was confused.

"Tell me, who were you?" the dragon muttered.

"H- Huh?! what do you-"

"Tell me! Who were you?!"

"S- Spike? what's-"



The entire castle/tree became silent after that outburst. Spike just stood there, shocked, while Tilight had to breath in order to calm herself. her head was pounding with each breath, but she managed to calm down.

"Ma... Madoka... Kaname..." Spike whispered.

"...Spike? What's wrong? What is happening?"

"... You really don't know?" Spike asked. Twilight shook her head no. "I... I can't explain it... but... you were one human."

"Well, i was. When we traveled to the other world-"

"No!" Spike interrupted, abruptly. "I mean, you were human... before."

"Wh-What do you-"

"The dreams you have... those were memories."


Suddendly, the nightmares returned to her mind... but clearer.

She saw herself as the pink-haired girl. She saw the creatures- Wicthes... She saw them fighting girls, who fell into despair, and urned Witches too, and the cycle repeated.

She saw a girl like the others, yet unlike them. She wanted the cycle to be broken, even if for one person.

She saw her trying to save the girl whose eyes were the guides on the alicorn's dreams.

She saw the second girl-Homura, her name was,- fail. Each time more and more into despair. changing her appearence, and with it, losing her humanity even more each time. She saw Homura return time, trying to save Madoka.

She also saw other girls, friends of Madoka.

Each one died. More than once she saw them suffer the pains of being a Magical Girl.

She saw the perpetrator of those acts, a cat-like alien, die more than once, only to return wih a new body. Even if he died, he didn't have feelings. He did it "For the Universe"... but at the cost of a few lives.

Then she saw Madoka... Ascend into a god. Become Hope incarnate. Create a heaven for Magical Girls.

Then she saw Homura... Descend into a devil. Become Love incarnate. Destroy the goddess. Trap her into her world in order to be always with her.

And then... obscurity.

Then she woke up, Spike looking at her, serious.

"S- Spike? Wha-what's happening?!" She asked, the words leaving her mouth, but feeling numb.

"Mado- Twilight. Come with me. We need to talk."

"And... You'll explain me what's wrong, right?"

Spike suffled some of his spines, showing that some of them glowed with a green light. "Explain?..." He said, opening the door.

"I'll beter show you, Goddess."

Chapter 2

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A baby dragon and an alicorn were walking trough the center of Ponyville.

For some ponies, this would be normal.

For Twilight though, it was like if she and Spike were alone, with only figures at he distance, like mannequins. Spike was leading her through the streets, not stopping for anything. Twilight noticed the dragon's scales were glowing each more with each step. She felt some of her feathers glow too.

And... she felt something too. hatred, darkness... Dispair.

"Spike... What's happening to me?" The alicorn asked, worried. The dragon didn't answer.

Suddendly, Spike stopped. "We're here."

"Huh?" Twilight wondered, looking at the place the two were.

It was just an alley... But it had... something...

"Stay back, please." Spike said. "This would be shocking to you."

As he said that, his spines glowed brighter, and the alley began to distort itself, like if realtiy was tearing itself apart.

And then, a portal appeared. Twilight was scared... but she wasn't at the same time. felt she knew it... But she had seen never like it before.

"Spike?! What's that?!"

"It's a Witch's barrier." Spike answered. Twiligh recogized that term... And sent shivers through her back.

"A... Witch's Barrier? here?"

"Yes. Now, please, come with me."

Without waiting, the dragon jumped inside of the portal, leaving a shoked and scared Twilight.

"Spike!" Twilight shouted. She wanted to follow her... but she was scared for what would be inside of the portal. If the memories she had were of some indicaion, the thing was very dangerous, and she would die.

Still, his Friend had entered. If he did that, he would have a reason.

With fear, but decision, she jumped into the portal, as it closed behind her.

Once inside, she noticed the barrier was "known" to her. The classical music, the red and blue colors, and the vibe of an opera house...

It was painfully familiar.

A name appeared in her head. "Oktavia Von Sekkendorf."

"So you remember this place." Twilight heard Spike. when she turned to see him...

She saw a human. He looked like a teenager, with purple skin. His clothing was a green t-shirt, over a purple jacket. He was also using purple pants. His t-shirt and pants had the same symbol: a thing that looked like a crown and an orchestra at the same time. It also had a red flame and blue wings behind it.

"Spike? You look..."

"Before we do what we did in the other dimension, look at yourself." Spike said.

Twilight was confused, but did as he did. she made a mirror from some clattered instruments, and saw herself...

Human. She had the same clothes she had when she was in the other dimension, but the picture of her Cutie Mark was different. She also had her horn and wings.

Her clothes also had an image of a gem instead of the normal pink star. For some reason, it felt... good.

"This is... familiar..."

"All your doubts will disappear when we find what we find." Spike said.

"And this is..."

"... You will see." The dragon said, moving. the princess followed him, still confused, but less tthan before.

While they moved, they heard the music stronger and more memories "returned" to Twilight's head.

A blue-haired girl...

A crushed love...

A twisted creature...

An Angel.

When they reached the center of the Barrier, the two humanoids saw a mermaid-like, female-like knight, with a black, broken sword, and a broken helmet was swinging her sword back and forth, trying to hit a dot in the distance. At her side, a blue silhouete of someone, like an orchestra conductor, was playing the music.

Twilight's eyes, however, fixated on that moving dot. It was a girl, human, black haired.

The black wings and her shield showed who was, a memory from days past... or days that never were.

"That... is..."

"Homura Akemi, Old Puella Magi and previous demon." Spike finished, holding Twilight from her hand. All of a sudden, the drake/human threw a bolt of green fire from his empty hand, which impacted another blue silhouete that almost hit them. The creature flew to the head of the mermaid.

"No... No mermaid... Witch. Oktavia." Twilight recalled the name again.

"Twilight? Wake up!" Spike shouted, regaining the mare/human's attention, in time to avoid another of those things.

"Spike?! What's happening?!"

"The Familiars have spotten us. We need to fight if we want to survive." Spike said. A quick look into her memories showed Twilight whatt were these "Familiars" capable of.

"Fight? And how?!" wiligh shouted, dodging more of the silhouetes.

"Just let your memories guide you, Goddess!"

When Spike said that, it triggered another memory.

A bow...

Arrows made of magic.

Using her magic and the batons the Familiars had thrown, she created a bow like the ones in her memories-dreams. Taking it with one hand and stretching the string, a pink arrow appeared.

She pointed it to Oktavia's head.

"If you shoot this arrow... YoU WiLl DiE!"

The voice she heard seemed to come from nowhere... and from her mind. The pulse on the bow seemed to falter, and she almost dispelled it...

But she recovered.

"I don't care. It seems like I already died once, and I survived. Now, I don't know who you are, or What you are... But that girl- My friend is in trouble, and I'll help her!" Twilight thought.

She shot the weapon to the head of the Witch.

The witch screamed, in pain.

The scream didn't sound normal...It was distorted... Like if the thing wasn't alive.

And from what she could recall from those memories... it wasn't.

Homura disrtacted to see where did that arrow come from.

A deadly error.

Oktavia saw her oportunity to attack, and tried to slash Homura. She managed to dodge the sword, but no completely, as it managed to slash her legs. Homora fell, while the gash in her legs began to gush blood. The puella Magi tried to move, but she couldn't. She was at Oktavia's mercy.

"HOMURA!" Twilight screamed. With an impulse from her wings, she threw herself to the Witch, dodging as many Familiars as she could, and killing others with her arrows. Meanwhile, Spike attracted the Familiars' attention to him.

Twilight landed in front of Homura, as Oktavia was going to land the finishing strike to the once-great-demon.

Homura's eyes widened, as Twilight tensed the bow's string.

"I LoVe YoU! dOn'T dO THIS!!!!!"

Twilight pushed the voice outside of her head. "I don't know who you are, or what are you talking about, but I won't leave her! She's a friend, a good person, AND I WON'T LOSE A FRIEND AGAIN!!!"



The arrow increased it's size by five times.


The arrow turned into a laser that obliterated the sword... And the Witch.

The Familiars disappeared as the Witch was destroyed, allowing Spike to reach the two girls.

Twilight turned to the Puella Magi, as the Maze disappeared. "It's taking a lot of time to disappear..." She muttered, as she took a good look at the girl in front of her. She had her haid fixed into two braids, and red rimmed lenses. She looked innocent, but also experienced.

"Twilight... you are..." Homura whispered. Suddendly, she started to cry. "I'M SORRY! I'M SO, SO SORRY!" She shouted. "I ONLY WANED TO HAVE YOU AS MY FRIEND, I DIDN'T CARE ABOUT ANYONE!!"


"Sorry... Ma... do... ka..." With that, Homura lost consciousness, and fell limp to the ground. As she did that, the Barrier disappeared, completely. While that happened, Twilight and Spike's bodies reirned to their normal forms.

As did Homura's body, who turned into a yellow mare with pink mane and wings.

"F-Fluttershy?!" Twilight shoued, recognizing her friend.

"Fluttershy is Homura?!" Spike exclaimed.

"We have no time for this Spike." Twilight said, picking the pegasus in her magic. "She's bleeding, and if we don't do something..." She shook her head. "We have to go to the hospital, now. Come on!"

Without waiting, Twilight started to gallop as fast as she could to the hospital, her dragon behind her.

Chapter 3

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"Ms. Fluttershy is ok, but she suffered from serious blood loss and some damaged muscles. Until then, she cannot use her hind legss." Nurse Redheart told Twilight and Spike. "Can you tell me what happened?"

"Fluttershy was trying to control a wild animal. It got out of control." Twilight said. It was a lie, but also a truth. Witches weren't sentient beings, they only wanted the only thing they wished for.

"She should take care of herself more, some times she appears with cuts in her hands, a bit burned or some other things." Redheart said. Twilight widened her eyes at the revelation, bu kept calm. She didn't want Redheart to become suspicious."She's awake, you two can enter now."

"Alright. Thanks." Twilight said. She and Spike entered the room Redheart had exited.

Inside the room, Fluttershy was seeing at the celling, her look fixated in the shut-down light. She looked scared, and serious at the same time.


"I thought I was in hell, paying my sins... And yet, when I saw you there, using... the bow." She said.

"..." Twilight didn't say anything, as she couldn't think on anything.

"I... I don't know what happened. A few days in the Barrier, the lie I had created for myself, and I awake the next time as a meek pegasus, friend of someone who resembles Sayaka in a lot of things..." Spike winced at the mention of the blue Puella Magi, though neither mare noticed it.

"Madoka... I'm-"


Fluttershy and Spike turned to see Twilight, her face showing determination and wisdom. Her wings were folded, but in a way that gave her an air of authority.

"Ma- Mado-"

"I'm not her!" The alicorn shouted.

Both the dragon and pegasus widened their eyes at that.

"I'm not... Look at me. I'm not the sweet little girl who once was scared of Witches. I'm not the girl who became Hope. I'm Twilight Sparkle, student of Princess Celestia, and Princess of Friendship. I'm the Element of Magic, not the Goddess of Hope."

"And you..." She said, pointing her wing at the pegasus. "You aren't the Demon of Love. You're the sweetest pegasus I've known. Your sins were cleaned when you were born as Fluttershy, for all I care."

"Ma-No... Twilight... Thanks." Fluttershy said, showing a little smile. Then she turned to see Spike. "...By the way, who ARE you?"

"Yeah, I've been asking myself that for a while... Who were you?" Twilight asked.

Spike winced. He didn't want to answer.

"You were a girl before?"

The dragon blushed. "N-No! I wasn't! I... I was..."

he stopped.


"I... I don't want to say... But I can do something else..." He said. "Twilight? Can you make me a violin?"

"Well... I can, but it won't be tuned." the princess/goddess said.

"It will be. Trust me." Spike said.

A bit confused, Twilight made a violin out of some hospital implements. Spike took it, and stared to tug some of the chords. With great ability, he tuned the instrument perfectly.

After he finished, he started playing a little song.

A song Twilight had heard in Oktavia's Barrier.

She knew who Spike was.


Spike nodded.

"The one that killed Sayaka Miki, in more than one Timeline." Futtershy said.

"I Didn't know that!" Spike shouted.

"Calm down. As Ma-" Fluttershy shook her head. "As Twilight said, we aren't them anymore. Any sin Kyousuke commited is not your sin."

That cracked a smile in Twilight and Spike's faces.

"Girls... thanks."

Then Twilight felt something in her wings. A dark warm, something she had felt when she and Spike found Oktavia's Barrier.

"A Barrier? Twice in a day?" Fluttershy said, feeling the same thing she did. She tried to stand up, but Twilight stopped her.

"Fluttershy, you are hurt. You'll stay safe here. I'll take care of it."

"But Twilight-"

"Flutters. You're my friend, and I won't let you hurt yourself only to fight some Witches. Spike, stay here with her." the dragon saluted, nodding.


"Fluttershy, can you trust me?"

"... Yes. I trust you."

That was all she needed. Twilight opened the window and flew to the place of the Barrier.

Twilight entered the Barrier, her body finishing to reorganize itself.

"I really need to learn how to do this outside the Barriers. It feels nice to have hands again." She thought. Then she saw the Barrier where she was. It had a lot of TVs.

"H. N. Elly, if have to guess." She said to no one. As in cue, the Familiars of the Witch, Daniyyel & Jennifer, appeared.

Twilight's time as a goddess in a past life gave info about them. If one of them touched her, she would be easy to carry to one of those screens, which where showing satic right now.

While she dodged them and grasping them in her magical aura, she thought on the last time she was in the Barrier. Well, not her, but Madoka was.

'Why aren't they showing my fears and dark memories, like before?' She thought, as she dodged and sliced the Familiars with the sharp point of the bow she made.

As she did, she didn't notice the Wich behind her, ready to trap her into her crystal grasp. Twilight noticed it... But too late, as she couldn't move fast enough.

She was done for, were her only thoughts.

However, the Witch found her end as a blue sword sliced her in half, ddestroying her and her Familiars. Twilight opened her eyes, and saw someone.

A friend.

"Hey Twi, what are you doing here?"

Twilight smiled, as the Barried dissippated arround them. "Nothing, just killing Witches, Sayaka."

In the Hospital, Fluttershy and Spike were in the room of the pegasus, sitting in silence.

Finally, Fluttershy broke it. "Um, Spike?"


"Can you... close the door?"

"Sure." Spike did as Fluttershy said. Then the cream-colorerd pegasus opened her wings. "Huh, what are you doing?"

"Just watch... And don't scream, please." Fluttershy said. As she did, her wings started to glow darkly.

And then the entire room became a Witch Barrier for a few seconds. Spike watched the thing while shocked. He didn't even feel when his body became humanoid.

And neither reacted when Fluttershy changed into Homura. and her wings became distorted.

"... Spike? Are you ok?" The Puella Magi asked.

"... I'll need a time." Spike said, sitting down. The room had returned to normal, except for some little letters in the wall. "So... You can do a Barrier?"

Fluttershy nodded. "Yes... Is a gift... or a curse... given to me, as a reminder." She said, as she put her Soul Gem in her damaged legs. "I'm not a healer... So I can only heal myself a little." She closed her wings, and the room and they returned to normal. "This will le me heal faster."

"Fluttershy... Can I tell you something?" Spike asked, after a few seconds of silence.

"Are you scared of Sayaka, aren't you?"

Spike winced, but nodded. "Past life or not, I love Rarity. She's everything to me, apart from you girls. And... I don't want to kill her... Again."

"Spike..." Fluttershy nodded. "I'm scared too." At Spike's look. "I remember what Sayaka told me before all this happened..."

"Whatever happens, I won't forget something: Homura Akemi, you are the Demon."

"Uh... So you're scared for who is Sayaka too, don't you?"

"I Know who is her. And I'm scared of if she will hate me after discovering who was I."

Spike's eyes widened once more. "You mean... Is her?"

Fluttershy nodded. Spike sighed. "I had the feeling it was her. But that changes everything. She's our friend, and I don't think she'll hate us for what our past selves did. Twilight said it best, our sins aren't in this life."

"Spike..." Fluttershy smiled. "You are too wise for a baby."

"And you are a bit dumb for someone who has lived more than the princesses." Spike joked.

"H-Hey!" Fluttershy shouted as loud as she could (which was almost nothing.)

"Just joking, just joking." Spike said. Both beings chuckled.

"Anyway, if I know her, I'm sure she won't come flying, dememanding that-"

"KYO! LOVE ME!!" A voice was heard from outside of the window, which froze both the pegasus and the dragon. In a flash of multicolor, Spike was pinned to the ground.

"Rainbow! Release him at once!" Twilight shouted, as she entered trough the same window. "Didn't I told you what he felt?"

"Yeah, yeah. Gezz, Twi, I was just joking." Rainbow Dash said, releasing the little dragon. It wwas then when she saw Fluttershy, hidden behind the bed, using the prevoius confusion. "Huh? Fluttershy? Why are you hidden?"

"Is because she was... Well, You know." Twilight said.

Rainbow's eyes widened at the information, while she saw the yellow cream pegasus hid more behind her mane.


"Fluttershy..." Rainbow looked at her friend. "Come here, friend."

"B-But the thing she said..."

"What, the 'You are the Demon' thing?" Rainbow said. When Fluttershy nodded, the cyan pegasus sighed. "Yeah, you must understand. My best friend-"

"Sayaka's best friend." Twilight corrected.

"Yeah, that. Her best friend, being brainwashed... How would you feel?"

"Like I when you were Discorded." Twilight muttered.

"I... See..." Fluttershy said. "But... Anyway... Sorry..."

"Hey, no biggie. As Twilight has told you, we aren't Puella Magi anymore. And we have been friends since I remember." Rainbow said. "Forget the whole Demon thing."

"Rainbow... Thank you!!" Fluttershy shouted.

"Hey, if I forgave Spike for what Kyosuke did to me, why shouldn't I forgive you?"

"In my defense, Sayaka never said anything about her love." Spike said.

Rainbow huffed. "Men. Why can't you read our feelings?"

The three girls chuckled, as Spike huffed more.

"By the way, you're free to love Rarity." Rainbow said.


"Hey, it's painfully obvious you love her. And don't worry, I'll be ok." She shifted her view to Twilight. "I'm more concerned on the big crystal tree that blocks my daily excercises."

"Hey, you try to cut a tree that's made of crystal." Twilight replied.

"I told you I would eat the branch, but noo, You want to do experiments with it." Spike said.

Everyone shared a laughter again.

Then Fluttershy saw Rainbow. "Um, if you don't hate me, can I ask you for a favor?"

"Yes, of course. What?"

Fluttershy's wings glowed again, and her Barrier was on again. "Can you fix me?"

Spike sighed when he saw the faces of Twilight and Rainbow. This would be interesting to be explained.

Chapter 4

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A few weeks passed, and everything had returned almost to normal. Fluttershy had healed so fast, the nurses and doctors thought it was a more advanced magic han what they used. Of course, it was Rainbow, in Sayaka's form, had healed her, but they didn't need to know. Applejack and Pinkie Pie, her friends, were preoccupied by Fluttershy, but she had assured them that she was ok. She had to Pinkie Promise that she wouldn't treat animals inside of the Everfree for a while, though.

Right now, Twilight and Spike were runnning to Flutershy's home, to practice their powers within Fluttershy's Barrier.

"Come on, Twi! Faster! Faster!" Spike shouted, on Twilight's back.

"Spike, I could go faster, if you hadn't insisted to bring the violin with you!"

"Well, sorry for trying to do what I like!" Spike replied.

"You like classic music?"

"Of course. I've even talking with Octavia on how to make good duos."

"Huh, so that's where you are when you say you are looking for gems?"

"Yeah, half the time. Oh, look, we're here." Spike finished, as both of them entered to Fluttershy's cottage. There, Angel was looking at the backyard, looking at the weird wall in front of him, and thus, he didn't notice when Spike and Twilight arrived.

"Hey, Spike!" Twilight called Fluttershy's "pet". The bunny was startled, and turned to see the two arrivals. He pointed to the wall, scared because Fluttershy was in the Barrier with Rainbow Dash.

"Oh? It looks that Fluttershy is already training." Spike said, nonchalantly.

"Really?! And I asked her to wait for us." Twilight said.

"Well, maybe we'll reach the training before they end it." Spike said, as they stood in front of the Barrier. Twilight opened her wings, which glowed, and she opened the way to inside the Barrier, much to Angel's shock.

"Maybe. Well, let's not waste any time, let's go." Twilight declared, and jumped into the portal. Spike followed her. Angel only sat there while he saw them disappear.

Inside the Barrier, Spike and Twilight saw the place was transformed into an almost perfect copy of the Makitahara school. In the yard, Fluttershy and Rainbow Dash, both in their Puella Magi forms, fighting. Guns and swords were scattered everywhere.

"Wow, Shy, you're as good as Homura!" Rainbow said, summoning three cutlasses, and throwing them to the black-haired.

"Well, I have had practice." Fluttershy said, making her shield bigger and blocking the swords. She then activated her shield, and disappeared, only to reappear behind Rainbow, and hit her with a kick.

"Hey, girls!" Twilight called both of them, stopping their fight.

"Twilight! You sure took your time." Rainbow teased.

"Hey, it was Spike's fault! he wanted his violin tuned, and he didn't let me come unil it was tuned."

"Hey, don't lie! I told you to go ahead, but you wanted to wait me!" Spike replied.

"Well, anyway, you're here, so now I can do that." Rainbow said, smirking at the confused faces of the others.


Rainbow raised her right hand, and snapped her fingers. "This."

And then a Witch appeared in Fluttershy's Barrier.


"Wh-WHAT?!" The two girls and the dragon shouted. Twilight summoned her bow, and Fluttershy summoned a big cannon from her shield.

"Wait, girls!" Rainbow stopped them. "She's still me! Remember, Homu-Homu's barrier?"

"I still prefer not to hear that nickname." Fluttershy said, blushing.

"So... You sill have the powers Madoka gave you?" Twilight asked.

"Yep!" Rainbow said, as Oktavia lifted her free hand, and made a thumbs-up sign. Weird.

"Ok... So, why did you summoned her?" Spike asked.

"Well, wht better way to practice how to kill Witches than with a Witch?"

Okavia made a sound, which sounded more lively than the Witches the group had encountered lately. And it oddly sounded like if she was whining to Rainbow.

"No, we won't kill you! Gezz, don't be mad!" The Puella Magi-turned-pegasus said. "It will be like those training sessions we have almost every month."

The Witch made another sound, which sounded like 'Alright, alright' for the non-Oktavia speakers.

"Ok. So, who wants to go first?"

After a long training, Fluttershy dissipated the Barrier, allowing the girls and Spike to return to normal. Every one in the Barrier fell down in their backs, Oktavia included.

Of course, Angel screamed like a little filly, and ran away at the sight of the Witch, but they couldn't stop him.

"I just hope he's ok..." Fluttershy said.

"I just hope he doesn't annoy anyone else." Spike muttered.

"Well, let's get back to buissness." Dash said. Then she turned to Oktavia. "That means sorry, bu you have to go back."

Oktavia "Whined" again.

"I know, I know. Is a pain for me too, but we can't go arround Ponyville. You remember the Manehattan incident, don't you?"

Oktavia stayed silent, while she remembered parts of it...

"Run, is Mermaidzilla!!"

"Oh god, this is the end!!"

"My Cabagges!"

Oktavia returned to reality, and seemed to sigh. Then, she glowed cyan, and disappeared.

"Two questions: What happened with her... And what the hay did you do in Manehattan?" Spike asked.

"She's back in myself, for whenever we need her." Rainbow said. "As for the Manehatan incident-"

She was cut short when her wings glowed, as did the ones of her friends and Spike's scales.

"Promise us you'll tell us later, we have a Witch close." Twilight said.

The four Equestrians ran to the place were the Witch was waiting, just as Angel returned with someone.

"Why are they running there?" The unicorn asked herself, following them, unaware of the glow in her tail.

"Here it is... Sugarcube Corner." Twilight said, sighing.

"Do you think..." Rainbow asked.

"I heard the Cakes decided to make a big cheese cake... So..." Spike said.

"Oh, well... Let's do it." Fluttershy said, opening the Barrier.

The girls and Spike entered the Barrier, unaware that Angel and the unicorn were looking at them.

"Oh... My..."

"Oh, my Celestia!! This is delicious!!" Rainbow said, eating the Barrier, Oktavia following her... Somehow, as she didn't have a mouth.

And she was eating it. There were sweets everywhere, from the floor to the roof.

"Dash! Don't eat that, Celestia know how many familiars have passed here!" Twilight said.

"By the way, who are we looking for?" Spike asked.

"We're looking for-" Twilight was interrupted for an explosion. From the place, some Familiar mice apepared, followed by Familiar nurses.

"Pyotr and Polina." Twilight said, bringing her bow. Spike brought his own bow, and setting the chord in fire.

"The Familiars, I guess."

"Yea-What are you doing with your bow?" Rainbow asked.

"Using it as a weapon." Spike said, swinging the bow against the mouse. It burst in flames, and disappeared.

"So that's why you asked me to make it flame-proof." Twilight said, impaling five Familiars with one arrow. Then, she slashed two more behind her.

"Hey, where's her?" Rainbow blurted out suddendly.

Oktavia made a sound that sounded like "Who?" while she tail-kicked some Familiars.

"The Witch! We've been fighting Familiars, but she hasn't appeared."

"Well, who knows? Witches are weird as they are." Spike said. Just then, he saw something. a little yellow doll.

"What's a doll doing here?" Spike asked, reaching for it...

And inmediately avoiding a shoot from Fluttershy.

"Shy?! What the Tartarus?!"

"She..." Fluttershy said, before the doll started to move. Twilight noticed it, and shot an arrow to it.

It ate the arrow.

"W-Wha-" Rainbow shouted, before having to dodge the doll, who appeared behind her.

"Charlotte's changed too!" Twilight said, dodging the creature too.

"That's right, she never became that form in any timeline!!" Fluttershy said, dodging the doll and using her powers to shoot a bullet to her tiny chest.


"Out of my way, darlings!" They heard someone shout suddendly.

Then a shot crossed Charlotte's head. The Witch screamed in pain, as a new girl appeared from the floor, along with a white bunny.

The yellow hair made the girls and Spike recognize the girl.


"Hello, darlings." Mami said. "How are you all?"

"Darling?" Rainbow asked. "I don't remember Mami saying that..."

"Well, let's say I've been doing some things in my new life." Mami said, briging another gun from nowhere and shooting the Witch more times. "But, enough about me, can you help me now?"

"Oh, right! Okty!" Rainbow called her other self.

The Witch made a groaning noise.

"Hey, you said I could call you that!"

Another groan.

"Let's talk about this later!" Rainbow shouted her Witch/Other self.

The creature made a noise of understanding, and smashed Charlotte to a wall, While Mami shot the yellow Witch, confused by the tide of events, but understanding.

"Miss... Oktavia, can you move?" Mami asked the Witch. She nodded, and moved out of the way, while the Puella Magi made a big cannon from her two guns.

"This is! Mami's special technique!" Twilight said.

"Take this, my revenge! TIRO FINALE!"

The shot oliberated the Witch completely. As th Barrier disappeared, Angel hid behind Mami, as she turned to see the guys.

"Well, we'll be seeing next ti-"

She couldn't finish, as Twilight trapped her with magic. "Oh, no. I had enough with Homura doing that in our past lifes, not you too!"

Mami blinked, as she heard that. Then she smiled. "So, you're Madoka? I'm not very surprised, darling."

As she said that, the Barrier dissipated, making eerybody reurn to their normal forms. Including Mami, who became a white unicorn.

With three diamonds as a Cutie Mark.


"Yes, dearies. I'm Mami."

Chapter 5

View Online

"So, that's what's happening..." Rarity said. The group was now sitting in a table in Fluttershy's home. At Rarity's side, Angel was sitting, eyes and mouth wide open. Who had thought that Fluttershy had that much abilities and age? And that she could kill him if she wanted...

He shivered a little. Mostly because of the big mermaid sitting at his side.

"But, why?" Rarity asked. "All I know was that we were in Homu-Homu's Barrier."

"Really, girls, stop it." Fluttershy muttered, as the girls chuckled. Oktavia chuckled too, which seemed weird. Yet again, there were four magical talking ponies and one dragon who had previous lifes, so it wasn't that weird.

"I don't get it either, but now we have a new life, a new oportunity. We won't chastise ourselves for our errors." Twilight said.

"I'll remember it, darling." Rarity said.

"I hope. You don't know the problem we had with Fluttershy." Rainbow whispered. "But now, let's rest. After all, we've just finished training, and attacking a Witch." She said.

"Good idea, my whole body is aching." Spike said.

"Well, I have a date in the spa. We can go there now." Rarity suggested. "And Angel and Spike can come too." At that, Spike blushed, and Angel pointed to Oktavia.

"Don't worry, she won't come." Rainbow said.

Oktavia groaned.

"Hey, remember the problem we had in Appleloosa!" Rainbow replied. Oktavia seemed to remember...

"What in tarnation is that?!"

"Run!! Everypony run!"

"Protect tha' apples!"

"Mah cabbages!!"

She sighed, and groaned again.

"She asks if we can at least go to the jacuzzi." Rainbow told Rarity.

"Well, of course we can, darling." Rarity said. Oktavia smiled (Again, weird), and returned to Rainbow.

"Well, let's go, I need a rest." Twilight said, and they walked back to the town.


A few minutes later, the girls and Spike were in the jacuzzi in the Spa. Fluttershy had made a Barrier in order to Oktavia to rest at their side.

"Thanks for this, Okty and all of us needed it." Rainbow said, as the mermaid Witch submrged into the tub, making bubbles with her helmet-mouth.

"No problem, Dashie." Flutershy said, submerging herself in the tub too. It felt nice.

The group stayed silent for a while, relaxing.

"..." Then Twilight broke the ice. "But... I have a question."

"Huh? What is it, dearie?" Rarity asked.

"... If I was Madoka, then why don't I change to her when I'm inside a Barrier?"

All girls and boys (Angel included) became silent at that question, pondering it.

"You know, I was wondering that too." Rarity said. "When we are in the Barriers, we become who we were in our past lives, like now. but you only turn... What's the word?"

"Anthro?" Spike offered.

"Yeah, that. You become an anthro version of yourself." Rainbow said. "And? So is Spike."

"But he was trapped in the Barrier as Kyousuke." Fluttershy remembered Twilight. "He absorbed enough magic to let him transform,
but he wasn't a Puella Magi... Or Puer, in his case."

"Puer?" Spike asked. Angel tlited his head in confusion at that word.

"Masculine for Puella." Twilight said, as she pondered that. "Why, indeed..."

After resting for a while, the group separated, each one back to their homes.


Fluttershy finished feeding her animals, and sat in her bed, Angel at his side.

Why was this happening? Why was Twilight Madoka? Why were her other friends the other Puella Magi? Was Nagisa here, too? What about Hitomi? Like Kyousuke, she was trapped in her world...

Angel looked at her, worried about her. He now knew her caretaker suffered a lot. She was a devil. She loved and lost.

And he felt like a douche for behaving like he did.

With a few movements of his short arms, he told Fluttershy 'I'm sorry. I don't know about that.'

The mare saw Angel "say" that. "Oh, Angel, you don't have to say sorry. I didn't tell you because I didn't want you to worry."

Angel made some more signs. 'But, Fluttershy, I've been treating you bad because I wanted you to have a Celestia-damned backbone. If I'd known you had it...'

"That's the reason? Oh, Angel... You don't have to worry about that.I'm still as brave as I was when I was a Puella Magi." Fluttershy said, an smile in her face.

Angel looked at her, a bit calmed. Then he smirked. 'Ok... But I'm still going to see if you haven't lost it, ok? So don't expect any change on me, ok?'

Fluttershy smiled a bit more. "Of course, I wouldn't even think about that."


Rarity sighed, as she cuddled in her bed. Who had thought Madoka had reincarnated. And tthat she was Twilight.

But she was right. If she was Madoka, why didn't she transform? It was a mystery.

She was entranced in her mind... But not so much, as she heard someone made a sound outside her room. Not making any sound at all, the mare rised from her bed and looked from a litle hole in her door.

And she saw Sweetie Belle, her sister.

With her tail glowing. She realized that hers was glowing too.

Realization appeared in her face.

And fear.

"Oh... My..."