Looking for Kyubey. While she doesn't like it by any means, it's the best way to get information about being a magical girl - that is, if Homura can find it.

“Ah, yeah, I’d best get going." Homura said. “I have to, uh, unpack."

"Oh, is that so?" She sounded just a little disappointed, and it took a disturbing amount of willpower to not recant immediately and go with her. "Just remember, if you ever need me, I'll be there for you." She pulled her into a quick, chaste hug, and despite all of the time she'd felt Madoka's body that day Homura was still shocked at the contact. After a short while, she remembered herself, and hugged back awkwardly.

"Umm, yeah." She fought herself back into control. "I'll remember that." Madoka had actually already told her that, several lifetimes ago, and Homura had responded similarly.

Madoka released her after a short while. "I'll see you tomorrow, Homura-chan." She turned around, blushed a little, and then ran off, holding her heaving chest in with her right arm as she did so. Homura watched her go, somewhat bemused. She shrugged after a while. It was good to know that at least one other person was embarrassed by this kind of thing in this crazy sex-filled world.

She shook her head to clear out some of the warm and fuzzy feelings she’d gotten from the contact and began walking through the semi-familiar streets around the school, ignoring all of the skin contact that wading through the crowded streets implied. A few grabby hands went in her direction from people who were very much interested in getting a handful, but all of them let her go without much resistance when she pressed forward. Homura had been pretty worried that the horny futas around her would basically start fucking her heedless of any protesting, especially since Homura herself was included in that group and likely wouldn't really be able to resist her own urges if pressed, but it seemed that they were actually fairly good about respecting obvious signs of disinterest. The magical girl had always been good at suppressing her own desires in pursuit of the ultimate goal of saving Madoka once and for all, but her new body's constant need for sex would likely prove to be too much for even Homura's single-minded stubbornness were the issue to be pressed. Or if her ass were to be pressed, because it felt really good for basically no good reason.

Overly grope-happy hands aside, she basically had to find the Incubator and get the most complete picture of the situation, even if Kyubey was as uncooperative as she expected. Just in case, she sent out a telepathic call asking for the Incubator, not really expecting an answer but trying just to make sure. As expected, nobody responded, so Homura tried to retrace its steps. Kyubey was annoyingly hard to keep track of, moving erratically and often times following the also turbulent path of the local witches. Thus, the beginning of each time loop was an exercise in improvisation, since minor things very often changed between timelines; obviously, the completely different world this time would cause Kyubey to act even more unpredictable than normal. However, it had to have at least some presence in Mitakihara, though, since Madoka was such a huge prize for it. The rat still hadn't responded to her, so it must have not been in range? Admittedly, it might have been hiding from her, although that was most likely not the case given that they hadn’t interacted yet. Not here, then; she would have to start searching in earnest.

Homura checked her Soul Gem just in case, noting that it still looked perfectly clean. It had only been a day, after all, and she hadn’t done any serious magic use, but it might be time to change that. Pressing her hands to her soul, she poured her magic into the gem, willing herself into action. With a surge of adrenaline, the familiar outfit appeared on her body, size somewhat adjusted to match her extremely sexualized figure. Her penis, however, was too large for even the magical pantyhose, half of its length outside of the band and peeking out from under her skirt instead. She considered her appearance, then shook her head. This was almost as much clothing as an entire store's inventory. Since magical girl outfits were tied to their personalities, they probably would be just as skimpy. There was no possible way that it could go unnoticed by other magical entities, especially by the Incubator, even if she would be out of the eyes of normal people. Far too many questions for far too little payoff. Sighing, she dispelled the outfit, returning to her barely existent uniform. She could still enhance her legs without it.

Freed from the constraints of human travel, she roamed the rooftops on autopilot, pulsing out with her mind every so often to find either an Incubator or a magical girl, whichever came first. It was dangerous to assume that it would necessarily be Kyubey and Mami, considering how much had changed. There were at least 9 incubators, after all, given Kyubey’s naming scheme - the Incubators didn’t seem like the kind to have their names be wholly impractical - and who knew how many potential magical girls there were when the potential pool had at least doubled in size. Actually, who knew how large the population could have gotten? The pool of potential magical girls would have doubled, but the pool of potential mothers would have as well. Given how everyone was extremely fertile and just as horny, it would stand to reason that there could conceivably be significantly more than 7 billion or so futas, even with the magic contraceptive pills. In any event, though, the idea was the same: more magical girls, more unknowns to deal with. She would have to be tactful and make a good first impression.

Finally, she got a response around the business district. It was someone who she had never heard before. Hello? The mental voice sounded fairly old, something that put Homura on guard almost immediately. Magical girls as a rule contracted young and died quickly, quickly falling to witches, other magical girls, or despair. Mami and Kyoko were practically ancient, and they had only been contracted for two or so years. She might be speaking to a once-in-a-lifetime prodigy, a magical girl who beat the odds with consummate skill, power, and savvy. She had best be careful around this newcomer.

Umm… Pardon the intrusion, but do you know where the Incubator is? It was best to be polite in this kind of scenario.

The Incubator, huh? Last I - Her message was interrupted by a wave of pleasure, causing Homura’s groin to tingle in sympathetic reaction and her face to flush. She had interrupted someone clearly in the middle of sex. It certainly made her earlier caution seem a bit... silly, but probably even those with consummate skill, power, and stability had to have sex every couple hours. Ahhh, that felt good! Oh, sorry ‘bout that.

_Ah, it isn’t that big of a deal… _She felt more awkward than anything, but she was quite used to that particular feeling.

Anyways, last I saw her it was yesterday. Kyubey-chan said she was headed out of here, more towards the inner city. Something about a new potential? I dunno, though, you can’t get anything out of her if -mmmm!- she doesn’t want you to know. The usage of feminine language to refer to the Incubator was new, but not entirely unexpected. After all, there weren't exactly any males to refer to with a male pronoun. The diminutive honorific might be just this magical girl's friendly demeanor, given that she was chatting with some stranger even while fucking, or it might mean something more.

In any case, she had a lead to go on, no matter how tenuous. Kyubey was heading for the more residential areas, looking for contracts. She nearly bowed out of respect before remembering that mystery magical girl (woman?) couldn't see her. Thank you.

_No problem! _With that, the link faded away, her counterpart presumably going back to enjoying the sex. Homura turned around, heading back in the direction of Madoka's house and still experimentally calling out with her mind. Madoka lived more on the outskirts, but it never hurt to check. She broke out into a light run, just to make absolutely sure. When she arrived there, there was no sign of the rat around, not even in the tree next to the window. It was around 5:30, so the family must be eating dinner right about now. A fairly hasty peek from her tree hiding spot revealed that Madoka wasn't in her room, which supported her hypothesis. Just in case, she called out again, but no one responded. There was no reason for Kyubey to hide from her just yet, so Homura turned away and left after one last check. As expected, Kyubey would wait to contact the pink-haired girl.

Around ten minutes of fruitless wandering searching later, she realized something very important. She herself was a new contract who suddenly appeared a day ago. Plus, she lived in the inner city, didn't she?

There you are. I've finally found you. Kyubey, as it turned out, must have been looking for her the whole time. Homura spun around, looking down at the ground for the small ferrety alien, and then up, and up, and up, and - okay, that was a bit too far, back down again.

She stared in shock at the being responsible for all of her misery and also her possible salvation, who was looking much less like a little white rodent and more like a big, bouncy futanari who just happened to have animal ears and a tail. Well, big in the asset sense, but the Incubator was actually fairly short, around half a head below her. You wouldn't think it looking at both her breasts and her ass, though, both sets being absolutely massive soft mounds of flesh. Her ass was just a bit smaller than Homura's, as far as she could tell, but her breasts far outstripped even Homura's impressive pair by a good margin. She was pale as snow except for her red eyes, which had stayed mostly the same from her previous incarnation. Her white hair was arranged into twin tails, resembling her "bangs" in small form, and retained the haloes that hovered in place around them. The pointy, kitten-like ears remained on the top of her head, but she also had regular, human ears for some reason. She was as skimpily dressed as everyone else on the road, clad in the vaguest impression of a dress. Several vertical strips of pure white cloth barely covered the important areas and accentuated her natural curves. There was a series of dark red lines running across her thighs, hips, and abdomen, forming the suggestion of a circle around her penis and vagina. To top off the whole package, a large white fluffy tail protruded from her rear, falling down halfway between her legs. Overall, there was a sense of unreality about the Incubator's human form, her movements a little too smooth, her features a little too perfect. Her face was affixed with an unnatural smile, just a smidgen too small to be really human. The Incubator's eyes seemed to pierce through Homura, analyzing and judging everything about her. Homura's fight-or-flight instincts -and her longstanding distrust of the Incubators- nearly screamed at her to burst into action, but she fought them back.

_You seem shocked at my appearance. _The mental voice had the same faux cute cadence that it - no, she - that she always did. She tilted her head to the side a little, hair swaying back and forth from the motion, scrutinizing the magical girl in front of her. Given the evidence, I believe it is safe to conclude that you come from a different system of magic entirely... "Isn't that right, Akemi-san?" She thought and spoke at the same time to uncanny effect. Her voice was similar to her mind, all soft, even, and cutesy, but it sounded realer, and it was another reminder that Kyubey had a humanoid body now. Homura recoiled, and stepped back. Her brain and her groin were warring on the appropriate reaction, and from experience she knew that the latter would win out eventually. Kyubey noticed this, still smiling at her. She continued, only speaking this time instead of using telepathy. "In fact, you are most likely not from this dimension at all."

Homura stiffened. How-?

"Your magical signature is unique, even without the transformation." Before Homura could even finish her thought, the newly anthropomorphic alien continued. "Akemi Homura was a completely normal potential until yesterday, where she gained several novel traits. In addition, you seem quite uncomfortable with my physical form but not the telepathy or ears, which indicates that you have interacted with Incubators enough to recognize their signs and methods of operation, but in a different form." The smile stayed throughout the conversation, adding to the unnerving feeling. She felt like she was trapped on an examining table, waiting to be dissected. No, worse, she had already been dissected, and was simply waiting for the end. She tried to stay silent to avoid giving any more information, but the damage had been done. Kyubey leaned in such that their breasts just avoided touching, looking up at her. Homura nearly tried to shoot her then and there, but she was untransformed, and besides it would make her more suspicious than she already was. She swallowed nervously. As much as she hated the idea, Homura would most likely have to cooperate with the Incubators. She was in a quite poor position information wise.

"Uhh, yes. Yes, you're correct." Kyubey waited patiently for her to finish, ears twitching back and forth in an undeniably cute fashion. Homura soldiered on, trying out a desperation play. "I'm a time traveler. My goal is to save Kaname Madoka from contracting, and every time I fail I go back to try again." She had actually tried this once before, but even though Homura had obtained Kyubey's nominal cooperation Madoka still had made the contract to save Homura from Walpurgisnacht. Kyubey, of course, accepted; Homura doubted that she was willing or even able to stop a potential from making a wish if she truly desired one.

Kyubey withdrew from the close proximity (thankfully for Homura - she really shouldn't want to fuck the thing that had given her so much trouble throughout her life) and closed her eyes, giving the appearance of pensiveness. "Even without outside interference, Kaname Madoka is one of the people most likely to make the contract. I assume you have not had much success." She reopened her eyes, staring at Homura again. "However, what is your particular problem with the magical girl system?"

"What? How-" Homura immediately realized why in fact the Incubator didn't know about why people found the system objectionable. "Oh."

Kyubey continued, heedless. "The vast majority of contractees, if they can reach a year's time, are satisfied by their position for at least ten years, and in most cases the rest of their lives." The time spans being thrown around boggled Homura's mind. Magical girls had lives to live? They regularly made it past two years, let alone ten? Her world was being undermined around her. "I assume this is a consequence of your alternate reality's system for overcoming entropy." Homura slowly nodded. Kyubey was being oddly helpful for some reason, so she might as well let her continue.

"Allow me to correct your mistaken assumptions." Kyubey raised her right index finger and placed her other arm at her hip, assuming a lecturing stance with no small amount of sashay added to it. "The primary role of a magical girl is to surpass the laws of thermodynamics by converting human despair into magical power. The primary method is magically charged sexual intercourse, in which the contractee absorbs despair directly through seminal fluid. They then process the despair into magical energy, and can then transfer it back to the Incubators via a similar process for further refinement into useable energy. " So magical girls literally fucked the despair out of people? It made a strange kind of sense. "In addition, if unchecked for too long, despair coalesces into daemons, who represent both an inefficiency in despair collection and a potential threat to human development and thus to energy collection. Magical girls therefore also gain a set of magical powers, which are individualized to large degree but always include at least one form of direct offense. Their souls are crystallized, which grants immunity to the aura that daemons emanate among other things. Lastly, to provide additional incentive to contract, some of the energy made from the contract itself is siphoned in order to grant one wish to the magical girl, with the potential effects being only limited by the girl's magical potential."

"Why are you telling me this?" Homura had a nagging feeling of manipulation, noting the Incubator's fairly precise language. Kyubey always gave only as much information as would achieve her goals, typically giving technically true statements but leaving out anything.

"Your situation is highly unique and could be of great value in understanding additional facets of magic. Since you potentially have the ability to leave this world whenever you choose, it behooves me to be cooperative in order to minimize that possibility. In addition, magical girls are valuable resources, and maintaining positive relations ensures that I have more control over them and can increase their efficiency." While it was obscured by Kyubey's typical ruthless practicality, Homura understood the gist of the message: help me, and I'll help you. It left a bad taste in her mouth, but perhaps their goals were no longer diametrically opposed. This timeline's magical girl system seemed a lot softer (in more ways than one), and if she understood correctly Kyubey actively manipulated their lives in order to ensure that they survived and were fulfilling their duties. It was a hell of a lot better than leaving them to witch out alone, that was for sure.

Without further ado, Homura brought her Soul Gem up in the interest of clarity. Kyubey's eyes seemed to widen ever so slightly, although she couldn't really tell. A simple thought, and she had transformed. As the magic faded, Homura felt the constraints of so much clothing chafing on her, her penis protesting at the confinement and the relatively rough elastic of her pantyhose. She stuck with it anyways, bearing the slight discomfort as the much less dressed Kyubey examined her with a critical eye. After a short while, the albino girl nodded. "Yes, that is most definitely a transformation that is undeniably not native to this world. Please explain to me the specifics."

And so, Homura did just that. She went over how magical girls made the wish, fought witches, fell to despair, and became witches themselves. Kyubey, for all her faults when speaking, was a good listener, and followed attentively. The time traveler detailed how witches and their familiars reflected the life of the magical girl that preceded them, how they sapped the will to live from people with the witch's kiss, and how they hid from the world in barriers. How magical girls fought over territory and the all important Grief Seeds, then spiraled into despair, falling faster and faster before exploding and becoming a witch. She didn't go into specifics from her own life or her powers, trying to maintain at least some secrecy, but in all other respects had made a fairly thorough explanation.

When she was done, Kyubey processed the information she had given. Finally, she gave her analysis. "It is something I had considered, but discarded as less efficient. Presumably there are differences that shift the balance between the two options. There are marked similarities between these 'witches' and magical girls here, although they are more obviously inhuman in the former case. They share the same primary function, at least." Kyubey had skipped the middleman and was making witches directly? But, the woman she had spoken to with telepathy hadn't been attacking everything. In fact, she was… doing her job, if Kyubey was correct (and she always was if she wanted to be). It honestly sounded like a more reasonable deal. What the hell did that mean for Madoka then? Did she just give up on everything she had worked for and just let her contract? She felt powerless; all the work she'd done, all the sacrifices she'd made, all outweighed by a single wish. At the same time, if it saved Madoka from her fate of becoming a witch, she would suffer every degradation, every torment. Still though, it ate at her, having changed so little in so many loops except Madoka's karmic importance.

The Incubator continued, heedless of Homura's crisis of faith. "Of course, this means that you have no access to 'Grief Seeds'. We will need to discover an alternate method of purifying your Soul Gem." Kyubey's disturbingly nice streak continued with her actively showing care for Homura's well-being, however manufactured and utilitarian it might be. Homura was so focused on Madoka's fate that she hadn't even realized that she would literally die in around a week's time if her despair was left unchecked. Even as she realized it, another strand of black corruption materialized in her Soul Gem from the sheer shock of her impending ****, still held aloft. She closed her eyes, compartmentalizing all of her fear and sadness into a little corner in the back of her mind. For a magical girl, it was an incredibly dangerous thing to do, but Homura had plenty of experience and willpower, and right now the dread was threatening to overwhelm her. Instead, the gears in her head began spinning as she thought of potential solutions.

Kyubey was doing the same, albeit faster. "There are several possibilities. The first one is you may be able to recreate a contract with me, which would allow you to recover the same way that the rest of the magical girls do. However, you most likely would not get a wish, as the potential energy difference will not be enough to support such a transaction even should it succeed. The second is that your unique Soul Gem may still be compatible with my purification process, and I can directly cleanse it. The third is that another magical girl will be able to cleanse you of despair like she would any other human." So they had identified the same ideas. Homura was hoping somewhat that the albino would have had more ideas, but it seemed that that was all there was. Now, all there was to do was to choose one.