Mami's chest rose and fell rapidly in an uneven rhythm as her foe hovered menacingly in front of her.

"Akemi Homura…" she began and stopped.

No, she was no longer that girl.

"Akuma Homura, do you see now the error of your ways?!" she demanded.

"Error? The only error I made was not obtaining this power sooner," she said in her simultaneously soothing and scary voice. "Though really Tomoe-san, making an emotional appeal is your last desperate move? That's what you intend to defeat this Demon with? Is that how far the great Magical Girl Tomoe Mami has fallen?"

Homura's fist clenched with a fierce intensity. "You should really learn your place!"

Right as Homura charged Mami had already begun hardening the Ribbons between her hands to the strength of tempered steel, and stretched them in front of her to receive the blow.

It accomplished nothing.

Homura's fist shattered through her ribbons like it was wet tissue paper, hitting her straight in the gut. Mami reeled back several steps. The pain was too intense, and the urge to vomit up the possible final meal she had prepared for herself before coming here rose.

Seeing Homura's snide face though, she swallowed it down, not wanting to give her the satisfaction.

"That…" Mami fell to the ground on all fours, like a dog before her master.

"Yes, that was Shizuki Hitomi's ultimate attack. As you can see, I've already mastered it. Though I'm quite surprised you're able to keep your lunch down after that, maybe I do give you too little credit."

Mami's vision began to blur. She had been overconfident, through each of her previous encounters she had defeated Homura Akemi in straight combat again and again. Homura's only advantage in the past had been her strange and unique powers, like time stop. Having gained immunity to her memory alteration powers this time, Homura's unique power, she thought this match would be as easily decided as the rest.

She made one fatal flaw though, this girl was no longer Akemi Homura.

In that case, she would have to stop fighting her like she was her mentor, but an enemy that she would have to go all out to defeat. Even if it meant doing that.

Mami laughed, a deep long laugh, perplexing Homura, but soon she joined in laughing as well.

As Mami's laugh died down, so did Homura's, the latter of whom finally asked, "Have you finally fallen into madness and seen its appeal as well? If you have, I'd be willing to let you join me. A henchman as powerful as you would be rather nice, especially after you destroyed all my Clara Dolls."

"No, I'm just laughing at how stupid I was," she shot back, finally beginning to rise to her feet, "I'm sure it's something you know all about."

Homura glared in a mix of annoyance and disappointment.

"Homura, I never fought as if I was trying to kill you, and I see that's my mistake. I thought you could be saved, but I see now it's impossible."

"Ha, even if this was true, it's a bit too late to be starting now. You're already one head in the grave!"

Mami just looked perplexed at Homura's odd word choice as Homura realized she had no idea what she was referring to. Such was the problem of a being who had experienced so many different timelines.

"Homura, how much do you know about me?"

"I know enough. You're a Magical Girl with very strong natural potential, a girl who puts on a brave front because she's scared inside, you're one who makes your job look more appealing than it actually is because you want to convince others to join you, and the way you called out your attacks really aggravated me to no end. You should've taken things more seriously."

"That's all correct, but you didn't state the thing I was looking for, so I'm guessing you don't know it," Mami snidely said, as she magic forthed her teacup, took a sip, and continued, "because if you did know, you wouldn't be provoking me."

"Quite the bluff, but a bluff nonetheless. I know your capacity, and I have already well exceeded it."

"No, this is something I've made sure to keep close to my chest. Not even Kyoko knows of it."

Mami began to take another sip, but Homura fired a shot of magic, shattering the cup, while still leaving the handle in her hand.

"I'd appreciate it if you took this more seriously," Homura coldly stated.

"Very well, I'll try to keep this brief. You're right about my strong natural potential, however, you're underestimating its capacity."

"What, so you're not using your full power, that you're intentionally holding back, is that what you want to say? How trite, I might just start cackling with laughter again," Homura grinned.

"That's exactly it, but you made one mistake. I'm not choosing to hold back, rather in my current form it's impossible for me to reach my full power." Mami began to undo the strings of her corset.

"Trying to tempt me with your body are you? Maybe that would work on some lesser girl, but there's only one person I'd devote myself to."

Mami ignored her as she finally tossed the corset to the side. It crashed into the dirt and left an indent in the ground 2 inches deep.

While only visible for a split second, Homura's calm demeanor shifted to shock.

"I guess you really are a shonen character, doing something as silly as weighted training. But did you really expect to be able to beat me because you dropped a few pounds?"

"No, I wouldn't think that, but it was necessary for me to take it off in order to do this."

Cutting open her dress with her ribbon, two spheres dropped from Mami Tomoe's body, leaving holes 12 inches deep into the ground beneath her.

"More weights, I fail to see…" Homura finally noticed it, "Mami Tomoe, you're even flatter than I am!"

"Yes, when I contracted, my potential was quite large. Nothing on the level of Kaname-san, but still quite powerful. Unlike most Magical Girls, I came from a rather wealthy family, I had a lot of potential to influence the world because of this. However, that potential was too huge, I was consuming more magic to keep my current state of being than I would by collecting grief. So taking my excess magic, I locked it away within me. And now Demon, you're already dead!"

Mami jumped at a speed imperceivable to human eye, or even the eyes of a Magical Girl. Homura only had the chance to utter a small 'Homu' as she was grabbed by her face, then smashed into the ground and drug across the dirt.

Mami pulled Homura up by her face such that her feet dangled over the ground.

"Wait, stop!" Homura screamed, but muffled by Mami's hand. Mami relented, loosening her grip, allowing Homura to fall, before grabbing her on both side by her shoulder.

"Are you really fine with losing this world! This world is better, we can live in this dream. Just stop now, and I'll ignore this transgression."

"Really now Homura, an emotional appeal?" she said jokingly, "though honestly Homura, I don't hate you, so if you undo this world, I'll let you off with just a warning."

"I'm afraid that's unacceptable."

Homura's wings, hardened in a similar fashion to Mami's ribbons, came down to strike Mami's neck from both sides.

Only to be shattered as they made contact.

"Thought you might try something like that, so I made sure to wrap a ribbon around my most vital areas to protect me."

Homura's face finally shifted with complete fear, "Please Mami, you can't take this away from me!"

"I'm sure Kaname-san said something similar to you before you created this world. Anyway, this all would've been over if you had actually mastered Shizuki Hitomi's ultimate attack."

"What do you mean?"

"Magical Girl Rule #1!" Mami shouted as she threw Homura straight up into the the air.

Right as Homura reached the apex, Mami continued, "Always call out your final attack!"

Homura fell to the ground stomach first, as Mami formed a fist, and executed the attack she screamed with all her might, "TUMMY PUNCH!"

At the site of impact, Homura's body began to crumple in on itself, the heat released from that punch incinerated her clothes, leaving her completely naked, and finally, after all the energy was released, she was sent flying into the air at mach 10, before finally exploding as she reached the stratosphere.

"I'm sorry Akemi-san, I hope you'll forgive me." Mami went to go pick up the orb she had dropped in the ground. She'd need to seal her magic back up.

The thought then dawned on Mami, "Why hadn't the world returned to normal?"

While it was weak, she realized she could still sense Homura. She was a lot tougher than she gave her credit for. It would be a pain tracking her down again, but it felt good to have this temporary victory.