History NightmareFuel / PuellaMagiMadokaMagicaTheMovieRebellion

** Not to mention, [[spoiler:after dancing around for a few seconds, she appears to ''[[DrivenToSuicide willingly fall off the cliff]] [[BrokenSmile with that smile still on her face.]]'']]

** The {{Bizarrchitecture}}, which has been lurking in the background before now, comes out to play in full force. The bridge becomes a mountain-like incline that no bus could hope to navigate, and both the sky and the landscape becomes a {{Film/Tron}}-like, barren digital space. Even more disconcerting is the fact that the girls, [[spoiler:Kyouko and Homura]], seem to be able to make some sense of their surroundings (exclaiming that the bus should have turned right at a certain point, for example}, even though there is no visible road to the viewer. [[spoiler: Turns out that's a big red flag as to the "dream logic" of Homura's world]].

* [[spoiler:Homulilly]] has been defeated and [[spoiler:Homura]] saved, the Incubator's plan is ruined, and every girl is safe and sound. The sun is shining, the music is peaceful and all is well. Madoka is once again Ultimate Madoka and ready to purify poor Homura's soul and bring her to heaven. Seems like a happy ending for everyone? [[NotSoFastBucko ''Wrong'']]. [[spoiler:Because Homura has other plans -- meaning stealing Madoka's god powers, tearing apart Madoka's goddess form and crushing her own Soul Gem in her mouth, while the curses built up in her Soul Gem explode outwards, flood across the world and '''''CONSUME THE UNIVERSE,''''' as reality shatters like glass around them.]]

*** And things get even worse. [[spoiler:Official artwork of Homura's familiars reveals that that they "hate white rats" and one of their duties is to "eliminate" them. Essentially, Kyubey, and possibly his entire race, is ''[[AndIMustScream being hunted down and slaughtered constantly without end by the universe.]]'' Being Kyubey is suffering.]]

*** It's not even supposed to be possible to [[spoiler:harm Kyubey in any lasting way. His people are a HiveMind with infinite respawn, they just don't give a damn about little things like being blown to pieces. Ordinarily. Homura has become something that can harm and terrorize ''indestructible and emotionless creatures.'']]

* While Homura is checking whether she would lose consciousness if she would get further than 100 meters from her soul gem, the bus she is on starts to burn. ''The bus is full of creepily smiling people, who then burn to ashes''. Imagine this happening in ''real world''.

* [[spoiler:Homulilly]] has been defeated and [[spoiler:Homura]] saved, the Incubator's plan is ruined, and every girl is safe and sound. The sun is shining, the music is peaceful and all is well. Madoka is once again Ultimate Madoka and ready to purify poor Homura's soul and bring her to heaven. Seems like a happy ending for everyone? [[NotSoFastBucko ''Wrong'']]. [[spoiler:Because Homura has other plans -- meaning stealing Madoka's god powers, tearing apart Madoka's goddess form and crushing her own soul gem.]]

** [[spoiler:Upon seeing Homulilly]], Sayaka says [[spoiler:"[Homura looks horrible, but she's the one who's suffering here."]] Apparently, [[spoiler:the original magical girl doesn't entirely go away when she becomes a witch.]] ''[[AndIMustScream Brr...]]'' Let's not forget Sayaka is [[spoiler:a former witch]], so she knows what she is talking about.

** [[spoiler:Upon seeing Homulilly]], Sayaka says [[spoiler:"The one who is the worst off is [Homura]."]] Apparently, [[spoiler:the original magical girl doesn't entirely go away when she becomes a witch.]] ''[[AndIMustScream Brr...]]'' Let's not forget Sayaka is [[spoiler:a former witch]], so she knows what she is talking about.
** The whole thing basically [[spoiler: shows what happens inside a magical girl's mind when she transforms into a witch. The despair is so much that they start to hallucinate and see everything in a distorted way, losing contact with reality, and as mentioned below, they don't completely lose the sense of themselves - that small part of them is left revolving in their pain and suffering "inside" the witch. It's like ''psychosis and schizophrenia meet severe depression''.]]

** It doesn't help that [[spoiler:Madoka is ''screaming'' at Homura to stop, that she's being ''torn apart'', with the latter refusing to do so.]]

** The horror of this scene needs to be explained. [[spoiler: When he first appears in TheStinger, Kyubey seems to be fine. The very next scene he's suddenly become a disheveled and quivering mass on the floor. The quivering is the important part since ''it's not something Kyubey has ever done before.'' ''[[OOCIsSeriousBusiness Ever.]]'' One gets the impression Homura {{mind rape}}d him off-screen.]]
*** And things get even worse. [[spoiler:Official artwork of Homura's familiars reveals that that they "hate white rats" and one of their duties is to "eliminate" them. Essentially, Kyubey, and possibly his entire race, is ''[[AndIMustScream being hunted down and slaughtered constantly without end by the universe.]]'' Being coobie is suffering.]]

** And as noted in Fridge page [[spoiler: the familiars are committing suicide and throwing tomatoes at Homura. Like [[Literature/ParadiseLost Lucifer]], [[SelfInflictedHell Homura is in hell.]]]]

** The {{Bizarrchitecture}}, which has been lurking in the background before now, comes out to play in full force. The bridge becomes a mountain-like incline that no bus could hope to navigate, and both the sky and the landscape becomes a {{Film/Tron}}-like, barren digital space. Even more disconcerting is the fact that the girls, [[spoiler: Kyouko and Homura]], seem to be able to make some sense of their surroundings (exclaiming that the bus should have turned right at a certain point, for example}, even though there is no visible road to the viewer. [[spoiler: Turns out that's a big red flag as to the "dream logic" of Homura's world]].

** To cap off this lovely {{stinger}}, [[BookEnds the same film projector noise that was placed at the beginning and end of the original series]] returns as it zooms in [[spoiler:Kyubey's cloudy eyes]], followed by flashes of the words "End" in different languages, including runes, and a window sealed shut by [[spoiler:[[RuleOfSymbolism Madoka's pink ribbons]]]]. Even if some may not find it scary and see it as nostalgic instead, the fact is, when you are seeing this the first time, you are confused and contemplating what happened to [[spoiler:Kyubey]], leaving him in that ragged state. Just when you think you will learn more about this odd revelation, '''boom'''. [[NothingIsScarier Cue the projector noise.]]

*** In the same scene, we also get a brief glimpse of the nearby classrooms. ''They're all deserted.''

*** Want even more horror? Her witch card says ''"This witch's last wish is her own execution. However, a mere decapitation will not clear away the witch's sins. This foolish witch will forever remain in this realm, repeating the procession to her execution."'' What is more, her familiars duty is to carry out the witch's executions, to organize her funeral and to mourn her. Really, this girl has some ''serious'' issues.

* Some scenes when Homura starts killing Kyubeys all over the place when he reveals his plan. This troper can't look straight the one scene where Homura pulls the mother of all BigShutUp[=s=] in a blood-curdling low voice raising to a yell.

** [[spoiler: All the background characters who don't have a name in the original series walk around with [[http://media.tumblr.com/09c8163b7ee2aa1e0bde1ceb77f5086a/tumblr_inline_mw461nlGbK1rp3ikt.jpg burnt]] [[http://media.tumblr.com/124f128891c034499790093616e25b0d/tumblr_inline_mw462kwkfj1rp3ikt.jpg faces]].]]

* During the girl's transformation sequences, Mami, Kyoko and Sayaka's names are written in runes. Homura also has her runes - they spell [[spoiler:''"Kill me" and "Glory to the death"''.]]

* Hitomi's transformation into a Nightmare is pretty unsettling, particularly when juxtaposed against the bright sparkly-ness of the opening. There are skeletal fish, a creepy boat, and a part where she's sucked into her bed, followed by a geyser of red yarn that rings reminiscent of ''Film/ANightmareOnElmStreet1984''. All done in that ever-creepy jittery "Witch-imation."

** The transformation sequences may be bright and sparkly, but there are some double-take creepy moments hidden in them. The runes in Homura's sequence are noted above, Mami's magical girl form exploding out of the spine of her civilian form in a manner similar to one of Sayaka's previous movie transformations, and even the dancing Madoka clones during her sequence are unnatural-looking, and unnervingly like Walpurgis Night's familiars. Kyoko's takes the cake, though: she tears her silhouette in half to reveal this...static-y, red-eyed, [[HellishPupils slit-pupiled]] ''thing'' taking up the whole of the screen for a second or two. To make matters worse, some of these are punctuated by hiccups in the music and strange noises, just to drive home that something is horribly off.

* [[spoiler:Homura becoming a Witch]]. It's bad enough having [[spoiler:Homura]] of all people fall to despair: [[http://media.tumblr.com/d040ec6a5cde808fb88376e9fbcb7671/tumblr_inline_mw46cakTih1rp3ikt.jpg the imagery]] during the [[spoiler:transformation and her witch form itself]] are horrifying.
** [[spoiler:The altered Luminous scene seems to take its cue from ''[[Anime/NeonGenesisEvangelion EoE]]'' the most out of the film - Madoka even turns into pink Tang!]]
** [[spoiler:Upon seeing Homulilly]], Sayaka says [[spoiler:"The one who is the worst off is [Homura]."]] Apparently, [[spoiler:the original Magical Girl doesn't entirely go away when she becomes a Witch.]] ''[[AndIMustScream Brr...]]'' Let's not forget Sayaka is [[spoiler:a former witch]], so she knows what she is talking about.

** [[spoiler:How about the horrible dissonant noises Homulilly makes when summoning her familiars or swinging those ribbon arms around? HellIsThatNoise INDEED.]]
** As if we don't have enough utter horror of the imagery, we then see [[spoiler:the way Incubators suspend Homura's Soul Gem in the static field; ''by driving about half a dozen nails through it''! Remember when Kyubey demonstrates the pain of having a spear to stomach to Sayaka just by touching it? The Incubators essentially keep Homura half dead and in constant pain, ''[[ForScience just so they could observe the Law of Cycle]]''.]]

* To release her SummonMagic, [[spoiler:also known as Oktavia, her Witch form]], Sayaka ''stabs herself through the stomach with a sword.'' Yikes. You can see blood bursts in copious amount from her back and her heart skewered by the sword [[spoiler:as Oktavia is fished out of the ensuing pool of blood.]]

* [[spoiler:Homulilly]] has been defeated and [[spoiler:Homura]] saved, the Incubator's plan is ruined, and every girl is safe and sound. The sun is shining, the music is peaceful and all is well. Madoka is once again Madokami and ready to purify poor Homura's soul and bring her to heaven. Seems like a happy ending for everyone? [[NotSoFastBucko WRONG]]. [[spoiler:Because Homura has other plans - meaning stealing Madoka's god powers, tearing apart Madoka's Goddess form and crushing her own soul gem.]]
** It doesn't help that [[spoiler:Madoka is ''screaming'' at Homura to stop, with the latter refusing to do so.]]

* In TheStinger, [[spoiler:Homura kisses her new Soul Gem and does a happy dance on a field. Next to her, we can see a heavily wounded Kyubey, hardly breathing and with cloudy eyes.]]
** The horror of this scene needs to be explained. [[spoiler: When he first appears in TheStinger, Kyubey seems to be fine. The very next scene he's suddenly become a disheveled and quivering mass on the floor. The quivering is the important part since ''it's not something Kyubey has ever done before.'' '''''[[OOCIsSeriousBusiness Ever.]]''''' One gets the impression Homura {{Mind Rape}}d him off-screen.]]

*** Don't worry, it's not that bad. [[spoiler:Actually, ''they have been turned into Homucifer's'' ''SlaveRace''.]]

* When [[spoiler:Homura finally realizes she had become a witch and her dream world starts falling apart,]] one of the first things destroyed [[spoiler:''is the theater you're watching the movie in.'']]
* While Homura is checking whether she would lose consciousness if she would get further than 100 meters from her Soul Gem, the bus she is on starts to burn. ''The bus is full of creepily smiling people, who then burn to ashes''. Imagine this happening in ''real world''.
* Things beginning to fall apart. [[spoiler:Once Homura realizes the entire city is her own labyrinth, everything begins to burn and the airships plunge from the sky. Then Kyubey explains that the whole thing was a trap for Madokami, and the world begins ''bleeding'' as Homura tears it apart to kill Kyubey and herself.]]

* [[spoiler: Homura basically created a LotusEaterMachine that is as big '''as the entire universe''' for the sole purpose of keeping Madoka from fulfilling her duties as Magical Girl Goddess. What's more, the two agents who have the memories of Madoka's universe; Sayaka and Nagisa, are stuck there, with Homura holding the keys and guarding the exit. The most horrible part, Homura alters Sayaka's memories, and can possibly, or has already done so to Nagisa.]]
* The "Escape from Mitakihara" sequence, particularly if you're claustrophobic or just have a more esoteric fear of being [[spoiler:trapped]]. Something's been slightly...off, long before now, but now the animation goes completely ''Anime/RevolutionaryGirlUtena'' and neither the characters nor the viewers can escape the fact that something has gone seriously wrong. It's a scene which ticks a lot of boxes for common nightmares. To elaborate...

** While the girls ''board'' the right bus, any time it reaches the point where it should leave the city. it turns into the bus for [[spoiler:the Mitakihara Loop]], and returns them to the start. When they challenge the driver, they find that he pays no attention to them [[spoiler: in fact, he's no more than a puppet playing its part]]. There's ''no way out''...[[spoiler: because it's a labyrinth with the exit sealed off]].

** And Kyubey is smiling the entire time. [[spoiler:He's being impaled, chased, drowned and beaten by berserk Homura]] and he keeps on smiling. ''The entire freaking time''.

** [[spoiler:The altered Luminous scene seems to take its cue from ''[[NeonGenesisEvangelion EoE]]'' the most out of the film - Madoka even turns into pink Tang!]]

** The [[NothingIsScarier emptiness]] of the place is also unnerving. The people around them begin to look less and less human, until [[spoiler:they resemble cardboard cut outs...and then figures with [[SlasherSmile wide smiles as they burn to death]].

Just like how ''TheEndOfEvangelion'' cranked its series' NightmareFuel UpToEleven, ''Rebellion'' does the same. [[NightmareFuel/PuellaMagiMadokaMagica Considering how horrifying the original series got]], that is certainly saying something.

[[caption-width-right:350:Guten tag.]]

[[caption-width-right:350:Hi.]]

** We then see just how much she wants it to happen. [[spoiler:Homulilly sheds her stereotypical witch hat by sliding off her entire upper head, her arms are bounded by stocks, and the entire time her friends go down her barrier trying to save her, [[UnwantedRescue she's screaming for them to stop]].]]

** [[spoiler:How about the horrible dissonant noises Homulilly makes when summoning her familiars or swinging those ribbon arms around? Hellisthatnoise INDEED.]]

*** Kyubey said in the series that [[spoiler:his kind views emotions as a mental illness. Homura hasn't just caused him to feel emotion, she's literally ''traumatized him into insanity''.]]

*** It's not even supposed to be possible to [[spoiler: harm Kyubey in any lasting way. His people are a HiveMind with infinite respawn, they just don't give a damn about little things like being blown to pieces. Ordinarily. Homura has become something that can harm and terrorize ''indestructible and emotionless creatures.'']]