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!Kyubey
[[quoteright:314:http://static.tvtropes.org/pmwiki/pub/images/coobie_1309.png]]
->'''Voiced by:''' Creator/EmiriKatou (JP), Creator/CassandraLee (EN)

A small, cute creature that communicates through telepathy. His duty is to form contracts with girls where they will become magical girls and fight witches in exchange for any one wish. He is intent on contracting Madoka due to her immense potential.

He's working torwards the fulfillment of a mysterious, overarching goal which is slowly unveiled as the story progresses.

----
* [[spoiler:AdorableAbomination: Given that he's a [[StarfishAliens Starfish Alien]] with BlueAndOrangeMorality, reality-warping wish-granting powers, and ResurrectiveImmortality that involves eating his own corpse, yeah, he qualifies.]]
* [[spoiler:AliensAreBastards: Though they don't mean any malice, they'll still leave humans to die if they meet their quota. So much for the relationship being mutually beneficial.]]
* [[spoiler:AntiHero: He's Type II at the end of the manga, following Madoka's wish because he's no longer a manipulative mastermind. Until then he was something of an AntiVillain instead.]]
* [[spoiler:ArchEnemy]]: To Homura; [[spoiler:They've been fighting for a long time.]]
* ArtEvolution: [[http://images.puella-magi.net/e/e4/Kyubey_Original_Design.jpg?20110120154733 Kyubey's original design]] gave him large pupils instead of small red eyes.
* [[spoiler:AutoCannibalism: Eats any body that dies; technically they're all himself.]]
* [[spoiler:BigBad: The show's conflict begins and ends with him. Then Madoka rewrites reality and he doesn't ''have'' to be evil anymore, but that's at the very end of the series.]]
* BlueAndOrangeMorality: He literally can not comprehend why [[spoiler:humans would care if their souls have been ripped out of their bodies or not.]] In Episode 7, Homura states that "human values don't mean anything to it". Then in Episode 9 [[spoiler:it reveals that "they", the heavily implied HiveMind ''don't have any emotions'', bizarre alien ones included. Indeed, emotion is considered to be a mental illness among his race. ]].
* [[spoiler: BreakThemByTalking: His usual tactic, typically employed against Madoka. It backfires, since he ends up giving her the necessary information to make her wish.]]
* BystanderSyndrome: Something doesn't involve magical girls hunting Grief Seeds? Then Kyubey doesn't have an opinion on it.
** [[spoiler: Did you just throw away your friend's [[SoulJar Soul Gem]]? I'd like to help you, but first let me explain why throwing that thing away is crazy.]]
** [[spoiler:A massive Witch has been born and will destroy the whole earth in a matter of days?]] Good luck fighting it, [[spoiler:I just harvested enough energy to meet my planetary quota.]]
* CatchPhrase: "Make a contract with me!"
* CatsAreMean: His form is highly ambiguous, but his body and the way he moves seem to invoke a cat-like imagery (possibly a ferret instead - see WeaselMascot below), and the things he says and does... ''he'' may not think he's being cruel, but everyone else disagrees.
* CatSmile: It's creepy as hell due to its face being stuck semi-permanently in this expression. Whether this is its intention is a matter of much debate.
* CrossdressingVoices: Kyubey is considered to be male, but voiced by a woman since he has a high cheery voice. Granted, he's so inhuman he isn't either gender.
** In Drama CD 2, he claims to not see himself a male by human standards [[spoiler: after walking in on Madoka taking a bath]].
** In [[WordOfGod audio commentary]] to Episode 4, Creator/GenUrobuchi said that Kyubey is/are genderless.
* [[spoiler:CuteIsEvil: More amoral and without empathy than evil.]]
* [[spoiler:DeadpanSnarker: In the alternate universe created by Madoka. He remarks that it'd be cool if magical girls could become witches, but even he has to admit that in that universe, that's [[AscendedToAHigherPlaneOfExistence not possible.]]]]
* [[spoiler:DeathIsASlapOnTheWrist: He has "many bodies" and can reincarnate himself instantly. The drama of him getting beaten up (and killed, then beaten up again) by Homura in the first episode was, presumably, an act to get Madoka to sympathize with him. Also, his method of clean-up when a new body is to eat his own corpse.]]
* DissonantSerenity: In the anime he always wears that creepy smile and he almost always talks cheerfully in both versions regardless of context, only demonstrating any degree of distress a few times. [[LampshadeHanging He recognizes]] that his voice should show distress in situations of obvious danger, like when he's running from Homura, and, as later revealed, can also sound surprised but more nuanced emotions are too alien for him to mimic them convincingly.
* {{Emoticon}}: /人◕‿‿◕人\
** Combined with his CatchPhrase [[MemeticMutation ALL OVER THE INTERNET]].
* [[spoiler:EvenEvilHasStandards]]:
** [[spoiler: Kyubey disapproves of Madoka killing Sayaka, be it ever so inadvertently, in her attempt to stop in-fighting amongst magical girls, and he even rebukes her for doing something "that's crazy." It was a waste of a perfectly good Soul Gem! He has standards in the same way that a person who objects to throwing away a half-eaten sandwich has standards. It's a waste.]]
** [[spoiler: Kyubey doesn't approve of needless sacrifices. He notes in Episode 9 that he would have stopped Kyoko had her death been meaningless (but didn't because her death served the purpose of forcing Madoka into contracting). Compare to the second-to-last chapter of ''Kazumi Magica'', where he warns Kazumi about what he sees as the pointlessness of her wish (she wishes to become human, and he points out that once she becomes human she will immediately become a Magical Girl; as he sees it, this will essentially cancel out the wish).]]
** [[spoiler: He never ''forces'' anyone to make a contract because the Incubators "treat humans as sentient". He loves to take advantage of opportunities in which the magical girl candidate has little choice but to make the contract, and he certainly doesn't believe in the idea of informed consent, but he never ever holds a metaphoric gun to their head.]]
* [[spoiler:EvilAlbino: Fur instead of hair but it's still white and he's still...morally ambigious.]]
* [[spoiler:FauxAffablyEvil: He politely tricks girls into becoming liches. ]]
* FrozenFace:
** Kyubey's face is normally frozen in the CatSmile described above but there are exceptions to this such as in Episode 2 when Kyubey takes a bite of an omelette. It also closes its eyes at times, probably when it's supposed to be a smile.
** Also averted in the manga, where it has more facial expression.
* GlowingEyesOfDoom: Their glowing red eyes are often the only visible feature on their shadowed figure and [[spoiler: they have brought doom to many easily manipulated little girls.]]
* [[spoiler:TheHeavy: See BigBad above.]]
* [[spoiler:HiveMind:]] Confirmed by WordOfGod. [[Anime/PuellaMagiMadokaMagica See the main page.]]
* InvisibleToNormals: Only magical girls or magical girl candidates can see him.
* IronicEcho: When trying to persuade Madoka to become a Magical Girl, he often states [[spoiler:that her potential is so great that ''any'' wish could be granted, and that she could even become a god if she wanted.]] He even repeats this moments before [[spoiler:Madoka finally does make a wish, and is suitably horrified when she uses it to do just that]].
* JackassGenie: "Want to become a magical girl and have your own miracle? Great! Make a contract with me." [[spoiler: "Oh, and, uh, it'll only cost you your soul and end with you dying. It's either that or [[AndThenJohnWasAZombie you becoming the very thing you fight]] [[DespairEventHorizon through sheer, eventual despair]]. Toodles!"]]
* JapanesePronouns: Kyubey speaks in a rather tortured syntax, using only diminutive pronouns and entirely stripping out honorifics when talking to people. Its not so much disrespectful as it is just stilted, and gives the impression that he views people about the same way as he would furniture or cattle. [[spoiler:He even makes that comparison later on.]]
* [[spoiler:JustDesserts: [[BodySurf Does this]] [[{{Squick}} to himself]] in Episode 8 after Homura executes him by emptying a whole clip into him, even though it was not necessary, resulting in Swiss Cheese. She really hates the thing. And for a good reason.]]
* [[spoiler:KarmaHoudini: Along with the rest of the Incubators, he suffers no punishment for all the trickey he/they have done other than a less convenient bussiness model and all of his mustache-twirlingly-evil actions were undone by the CosmicRetcon. Interestingly, in the new timeline he's implied to be a much better terms with the magical girls, or at least his behavior is much more benign.]]
* [[spoiler:KickTheDog: Although it was pretty obvious that there is something fishy about Kyubey, the scene where he makes Sayaka "experience real pain" just to prove a point makes it clear that he is evil, or at ''very'' least completely lacking in empathy.]] This could or could not be relevant to ThePlan. His entire goal is to [[spoiler:have the girls fall into despair so they can become witches. His KTD moment was his way of reinforcing leading Sayaka to thinking "I done screwed up!" and witchifying her.]]
* LackOfEmpathy:
-->"It never fails. Whenever I tell you humans the simple facts, you always react the same way. It makes no sense at all. [[spoiler:Why are humans so sensitive about the kind of container their souls are housed in?]]"
* LaughablyEvil: Kyubey's complete obliviousness to human morality, standards and emotions can come off as quite funny sometimes.
* {{Leitmotif}}: ''[[http://www.youtube.com/watch?v=DTNQNkQCoXA "Sis puella magica!"]]'' is generally considered one for him and the series as a whole.
* LiteralGenie: Kyubey says that it can grant any wish... ''ANY'' wish. [[BenevolentGenie With no strings attached]]. [[spoiler:Kyubey will not willingly try to corrupt the wish. The ''price'' itself of making the wish is hefty, but the wish is carried out [[BenevolentGenie to its completion]]. The problem is that some people screw up anyway because they don't consider the implications of their wish, and Kyubey never points them out. What they wish for might not be entirely what they want, or if it is entirely what they want, there are unforeseen consequences for making that wish. That's what happened to the unfortunate Kyoko, Sayaka, and countless others.]]
* MakeAWish: Kyubey will grant a candidate one wish in return for them becoming a magical girl. He does not look for the worse interpretation. His explanation for bad things happening to wishers is that the power of the Wish creates equal parts despair and hope. (Like a magical version of two particles coming into being in vacuum fluctuation; both negative and positive thus equaling zero.) He cannot stop someone from making a wish that he wouldn't want them to make, and he can't force anyone to make a wish either.
** Rather than exploit JerkassGenie, he simply gives them exactly what they asked for because [[spoiler: what they ask for is never what they actually want. The girls are never honest with themselves about their desires, every selfless wish has a selfish motive behind it, and the despair sets in when they realize that their selfless wish being granted did not guarantee their selfish desire being granted as well.]]
* ManipulativeBastard: [[BlueAndOrangeMorality He may have trouble understanding human values and emotions,]] but he's very good at exploiting them. He asks the girls to make a contract with him at the ''exact'' moment when they'd have the most difficulty refusing and [[RegularCaller he will abusively call you,]] [[RefusalOfTheCall even if you refuse his offer.]] [[spoiler:While it is indeed true that he never lies per se, he knows exactly how to twist his words and withhold information in such a way that he that he still technically tells the truth, but also tricks the girls into actions that helps him further his goals while making things worse for themselves]].
* MeaningfulName/[[spoiler:NamesToRunAwayFromReallyFast: Incubator, one who incubates young witches into mature ones.]]
* MentorMascot:
** [[spoiler: Inverted.]] At first he looks like your standard MagicalGirl cute critter mentor, [[spoiler:until we find out that he views the girls as [[LackOfEmpathy expendable power sources]] and it's in his best interests to make them as [[BreakTheCutie miserable as possible.]]... because it will mean gaining energy to save the universe.]] In other words, Kyubey looks like a Magical Girl familiar [[spoiler: but is actually a Magical Girl ''villain'', right down to turning humans into monsters to harvest their energy, albeit [[WellIntentionedExtremist he has better motivations than the average villain]].]]
* MetaphoricallyTrue: More or less everything that comes out of his mouth. While never technically ''lying'', Kyubey makes it a point [[spoiler:to only speak in half-truths]]. When pressed, he responds with either confusion or incredulity; after all, [[spoiler:it's ''their'' fault for not asking him the right questions in the first place]]. He eventually [[spoiler:tortures Madoka with the whole truth after Sayaka's funeral. Though it was probably not supposed to be torture but an explanation and a way to prove a point, from his point of view- being someone who wouldn't see why she would feel tortured by it.]]
* MysteriousBacker: He's a creature that our heroines know nothing about but accept MagicalGirl power and wishes from.
* [[spoiler:NiceJobFixingItVillain: His InfoDump toward Madoka about magical girl's role in history of humanity and his own confirmation that any of Madoka's wishes can be granted are what inspire Madoka to make her CosmicRetcon wish.]]
* [[spoiler:NighInvulnerability: Of the ''Can Only Kill Part Of Him'' kind. An exact replica of it comes to [[JustDesserts eat its corpse]] after Homura riddles it with bullets in Episode 8. It claims it has unlimited number of substitutions. WordOfGod says he instantly creates a body from surrounding {{Mana}}.]]
* TheNeedsOfTheMany: [[spoiler:The reason why he doesn't see his actions as evil. He argues to Madoka that the cycle of witches and magical girls are necessary to keep the universe from dying out, and it even has the side benefit of helping humanity to advance as a species, so he can't understand why she objects over the relatively few lives it destroys. When Gretchen threatens to destroy Earth, he has no problem with applying this reasoning to humanity as a whole. He filled his quota, so the universe doesn't really need humanity to go on any more.]]
* NoBiologicalSex: Most fans default to referring to Kyubey as "he", but the character doesn't have any physical sex. In the Japanese dub he [[JapanesePronouns refers to himself with "boku"]] so it's safe to say that if he isn't male he is pretending to be for the sake of brevity.
* [[spoiler:NonActionBigBad: He's plenty active but none of it is fighting; 100 percent manipulation.]]
* [[spoiler: NoYou: No matter how someone says he did them wrong, he will ALWAYS claim via loophole that it's technically their fault. Whether he truly feels this way due to his lack of emotions or not is anyone's guess.]]
* [[spoiler:ObliviouslyEvil: Downplayed. He knows that humans disapprove of his actions but he doesn't understand ''why'' they disapprove. From his prespective, he's saving the universe.]]
* OhCrap: [[spoiler:" It violates the laws of karmic destiny! Are you trying to become a god!?"]]
* {{Omniglot}}: Besides Japanese, Kyubey also speaks fluent French, English, Egyptian, Dutch, Norwegian, Swahili and you-name-it-he-speaks it. [[spoiler: After all, known victims include Jeanne d'Arc, Cleopatra, Anne Frank, Viking and African children, not to mention countless others from presumably from every nation across our world.]] If ever he's forced to change jobs, Kyubey would make a lucrative career as a Professor of Linguistics.
* OmniscientMoralityLicense: [[spoiler:The Incubators use the powerful emotions given off by Magical Girls and witches to counter entropy and prevent the heat death of the universe. They ultimately consider humanity expendable.]]
* PerpetualSmiler: It's ''VERY'' creepy because it remains this face in the face of horror.
* RedEyesTakeWarning: [[http://i3.photobucket.com/albums/y67/AthenAltena/kyuubeyaaah.png Eeep...]]
* RegularCaller: He's always the one making the CallToAdventure but [[{{Metaphorgotten}} The call is on reversed charges and international prices]] and there's a lifetime contract.
* RidiculouslyCuteCritter: Who ''wouldn't'' want to make a contract with something this cute? [[spoiler: WordOfGod says this is intentional to hide his true nature.]]
* SpellMyNameWithAnS: Kyuubey, Kyuubee, Kyubei, and QB are also floating around out there.
** "Cubey" was also a short-lived proposal since [[WordOfGod producers said]] that the "kyu" is as in "cute".
** "Kyubey" seems to be the most official, though, since it has been used in official promo materials and moreover, most fansubbers and scanlators actually doing the show are spelling it like this.
** Its name is also [[MyNaymeIs spelled quite bizarrely in original Japanese]]. It's half in katakana, half in hiragana, with an additional bonus for an unconventional use of small-sized katakana.
** It turns out that "Kyubey" is short for "[[spoiler:Incubator]]".
** The runes in Episode 11 spell it as "Qbey". Which turns out to be completely accurate [[ManipulativeBastard due to his intentions.]]
* TheSpock: [[spoiler: Incubators takes "logic" and TheNeedsOfTheMany to such extremes that it makes them a villainous version of the trope. Earth can blow up and he/they will not care as long as energy is collected.]]
* [[spoiler:StarfishAlien: It explains why his moral compass is [[BlueAndOrangeMorality completely out of whack]], his [[DissonantSerenity creepy cheerful expression]] and his [[MakeAWish powers]].]]
* TheStoic: Of the "say something horrific without any emotions" variety. For example, his serene speeches in Episode 12. He calmly explains what's going on to Homura and seems to be more concerned about [[spoiler:Madoka's fate, even when the Universe ends around him and he's already figured out that very soon he will cease to exist, to be recreated as a different version of self.]]
* StrawVulcan: [[spoiler: Claims to be non-emotional, but displays emotion constantly. While some of that is probably an act to trick the girls, even when talking to someone who knows better he displays smugness, gloating, exasperation, and a very dark sense of humor. Even his explanation that his race is unemotional has a distinct sarcastically-patronizing sound to it. Of course, his exact statement is that his race considers emotions a mental illness, so it's possible that he's just gone nuts and doesn't realize it]].
* SuperEmpowering: This is its job. [[DealWithTheDevil It's quite pushy about that]] and [[EnigmaticEmpoweringEntity it doesn't give you a run-down of your powers, either.]]
* [[spoiler:TheyKilledKennyAgain: Homura has probably "killed" him dozens of times by now, but it never sticks.]]
* [[spoiler:TotalitarianUtilitarian: Kyubey's goal is to stave off the heat death of the universe, which he does by dooming teenage girls to lives of suffering (and eventual transformation into {{Eldritch Abomination}}s that kill plenty of innocent people -- and potentially entire planets -- in the process).]]
* [[spoiler: VillainousBSOD]]: [[spoiler: Occurs when Madoka wishes to erase witches from existence. All the more poignant because Kyubey's race views emotions as a mental illness, so Madoka's game changing wish ''literally made Kyubey lose his mind''.]]
* {{Troll}}: [[InvokedTrope An intentional example]]. [[spoiler: He does it to get more emotional energy out of the magical girls before they turn into witches or to speed up the transformation process.]]
* [[spoiler:VillainsNeverLie: If lie is defined as "saying something that is definitely and entirely untrue" then he has never lied. However, he deliberately invokes ExactWords to deceive.]]
* WalkingSpoiler: As you can see. Even saying what Kyubey actually ''is'', is a massive spoiler unto itself.
* WeaselMascot: We do mean ''weasel'', in the figurative sense.
* [[spoiler:WellIntentionedExtremist: How [[BuffySpeak he... it... they... whatever]] view themselves, since the stated goal is to stop the [[http://en.wikipedia.org/wiki/Entropy entropy]] of the universe. How? Create magical girls and witches to unleash energy, of course! Once he gets his quota, Planet Earth and everyone on it becomes expendable.]] [[spoiler: The irony is that MagicalGirlWarrior ''villains'' most often plot to ''consume'' magical energy/lifeforce with the end goal of [[OmnicidalManiac destroying the world]], [[ForTheEvulz often for no rational reason]]. It's also said that the more power a witch consumes, the more energy is released when it's destroyed by a Magical Girl and it's grief seed consumed by an Incubator. Also, in the case of Madoka, it empowers itself every time some DespairEventHorizon converges to it.]]
* [[spoiler:WickedWeasel: A weasel like creature that engages in trickery.]]
* WillNotTellALie: Kyubey never lies about anything and will happily cough up the truth if asked directly. It even seems offended at the idea that someone would accuse it of lying. [[spoiler:It ''does'' however leave out a lot of vital information that would be to its disadvantage to reveal, invoking YouNeverAsked.]] It's not above speaking in half-truths either.
** When Kyoko asks [[spoiler:if there is any way to return Sayaka to human form]], Kyubey states that there's no precedent for it. It's an answer that is technically correct [[spoiler:but baits Kyoko into believing that there ''could'' be a way.]]
** In Episodes 9 and 10. [[spoiler:In 9 he states that his actions would preserve humanity's future among the stars. However, he phrases it in such a way that it doesn't reveal whether he cares if humanity goes to the stars or not. We find in Episode 10 that he does not care one bit about humanity or Earth, as long as his energy quota is reached, and an alternate timeline version in 8 dismissed the end of the world as "humanity's problem" after it filled said quota by unleashing it.]]
* YourApprovalFillsMeWithShame: Gives one on occasion:
-->[[spoiler:"Excellent work, Homura. You've made Madoka the most powerful witch ever."]]


!Witches
Mysterious magical beings who feed on the despair of humans. They employ minions known as familiars, who, if left unchecked, can grow into duplicates of the original witch. It is a magical girl's duty to slay witches and collect the Grief Seeds they drop. All witches reside in private pocket dimensions known as barriers which reflect their broken psyches. The only known exception to this rule is the colossal Walpurgisnacht, who is powerful enough to simply impose barrier-like properties onto reality instead of retreating into an alternate space.
----

!!Tropes that apply to all witches

* AllThereInTheManual: There is a lot of information about each witch that is only found on the official website. It also provides information for witches that haven't been seen in the show. The ''You Are Not Alone'' guidebook also alludes to or outright states several of the witches' [[spoiler:wishes]].
* AlwaysChaoticEvil: (What, always?) Yes, always! (What, ''always''?) Well... ''[[WellIntentionedExtremist almost]]'' always.
* AndIMustScream: Implied in the [=TV=] series. [[spoiler:Oktavia has that red silhouette strikingly similar to Sayaka's form overlapping on her visage, which literally crying its eyes out as a cue for Oktavia's berserk phase.]]
* [[spoiler:[[AndThenJohnWasAZombie And Then The Magical Girls Were Witches]]: The fate of every magical girl not killed in battle is to be consumed by despair and turn into a witch. The blackening of the soul gems show how much time there's left before this happens. The only way to stop this is to spend the rest of your life battling witches to have a steady supply of grief seeds to siphon off despair into, or be killed by external sources like Cleopatra, Anne Frank and Jeanne d'Arc were.]]
* ArtShift: As per their [[EldritchAbomination Lovecraftian vibes]], both the witches and their barriers are usually animated in a style that is completely different from the main style of the anime, to every witch her own style.
* [[spoiler: AscendedToAHigherPlaneOfExistence: This is presumably what happens to them all at the end of the anime, thanks to Madoka [[CosmicRetcon rewriting the universe.]] In fact, all magical girls (including ones in the past) never become witches in the first place...they just vanish instead, [[GoOutwithASmile smiling peacefully]], and possibly joining Madoka Out There.]]
* AsteroidsMonster: The familiars are effectively part of the witch. If a familiar is separated from a witch, it can grow its own Grief Seed by causing suffering to other humans and become a copy of the original witch. [[spoiler:As magical girls need Grief Seeds to maintain their powers, some unscrupulous ones leave familiars alone to get more Grief Seeds.]]
* ClippedWingAngel: [[spoiler:Witches are usually less powerful than the magical girls they spawn from, judging by the fact that even a relatively weak magical girl like Sayaka can destroy a witch like Elly with ease. Usually, that is. Some witches, however, can pack an impressive punch - like Charlotte (who utterly destroys Mami, albeit that might have been due to the shock factor of her own OneWingedAngel), Elsa Maria (who almost kills Sayaka), Oktavia von Seckendorff, or ultimate witches the likes of Walpurgisnacht and Gretchen.]]
* ConservationOfNinjutsu:
** Witches that fight alongside their familiars (Gertrud, Elly, Elsa Maria) fare far worse in combat than witches who mainly fight solo (Charlotte, Oktavia). [[spoiler:Gretchen, the most powerful of all, doesn't seem to have any familiars.]] Meanwhile, [[spoiler:Demons in the new world hunt in packs]], and seem to be far weaker and more uniform in appearance than witches.
** Completely averted by Walpurgis Night. Both the Witch ''and'' the familiars seem to pack a pretty impressive punch.
* TheCorruption: Inverted. Magical girls purify their Soul Gems by placing the darkness that grows inside of it into Grief Seeds. However, doing it too many times can allow the witch to regenerate. [[spoiler:The trope is then played straight when it's revealed that Grief Seeds are fully corrupted Soul Gems.]]
* CreepyDoll: Some of them look like this.
** The Klarissas, [[spoiler: Oktavia]]'s familiars in Episode 10. They're just there to cheerfully dance around the witch that commands them, with creepy smiles on their faces and possessing limbs that look like they can be snapped with a single touch...
** Also, Charlotte's original form.
** Daniyyel and Jennifer, Kirsten's familiars.
*** Kirsten herself looks something like one, as we see when Sayaka sends her flying out of a computer monitor.
** Albertine, as revealed in the official PSP game, somewhat resembles a giant female [[MonsterClown clown]] doll.
* CurbStompBattle: Generally on the receiving end, but a few, such as [[spoiler:Charlotte to Mami and Walpurgisnacht to ''everyone until Madoka wishes her out of existence'']] give them.
* CypherLanguage: The odd runes appear to be messages from the witch or the familiars. Often they seem like a MadnessMantra. [[spoiler: Oh wait, they are]].
* EldritchAbomination: All the witches are horrific mind bending monsters.
* EmotionEater: Witches feed off human suffering.
* [[spoiler:EvilMakesYouMonstrous: Cute girls becoming terrible monsters]]
* TheFairFolk: Some of them are described as acting in this fashion. [[spoiler:It's ultimately averted as they are former magical girls.]]
* [[spoiler:{{Fallen Hero}}ine: Every witch who isn't a familiar-turned-copy was a magical girl who allowed her Soul Gem to fill up with TheCorruption, causing it to break and become a Grief Seed.]]
* FamilyUnfriendlyDeath: They can be on the giving or receiving end, and often give as good as they get.
* TheFinalTemptation: ''The Different Story'' shows that [[spoiler: when a Magical Girl's Soul Gem is about to reach its limit, the girl's Witch form can appear to the Magical Girl and try to tempt her into falling into despair. Shown with Candeloro, who appears to Mami and tries to convince her to become a Witch.]]
* [[spoiler:FromNobodyToNightmare: They're fallen Magical Girls who used up their Soul Gems or fell into despair.]]
* TheHeartless: Said to be born of curses. [[spoiler:The curses of magical girls.]]
* HighPressureBlood: The Witches seem to bleed gallons, though the color of the bleeding is different from one another, when cut by sharp implements; Kirsten's monitor (but not Kirsten herself) bleeds dark green when Sayaka smashes her out of it, Elsa Maria's blood is bright red when Sayaka beheads her, while Oktavia's hand spews bluish black blood when Kyoko cuts it off to save Madoka.
* ImAHumanitarian: Quite a few of the witches, specifically [[spoiler: Charlotte]] and Elsa Maria. For the former, [[spoiler: she turns into a giant worm and eats Mami alive, starting with her head]] while the latter believes eating those who get to close to her barrier is "saving" them.
* ImmuneToBullets:
** {{Averted}}. As [[CombatPragmatist Homura demonstrates]], military-grade firearms are enough to destroy them.
** [[spoiler:Played semi-straight with Walpurgisnacht, as Homura throws what basically amounts to enough firepower to destroy the city (in fact, her salvo is responsible for most of the initial property damage in Episode 11) and it doesn't even have a scratch afterwards.]]
* ImprobableWeaponUser: Fitting with their surreal theme, quite a few Witches use very strange weaponry. Literally the first thing Gertrud (the first Witch seen in the anime) does against Mami is to throw the sofa she's sitting on at her. The crown, however, goes to Oktavia van Seckendorff, who fights primarily by throwing wheels at her enemies. This is far more effective than it has any right to be.
* InvisibleToNormals: Witches and their familiars cannot be seen by people who haven't been "chosen" by Kyubey to become Magical Girls.
* IronicHell: A witch's personality, powers, and barrier often combine to form a sick subversion of her [[spoiler:magical girl counterpart's wish.]] For example, Charlotte loves sweets and can create any sweet she likes save for her favorite (cheese), and lives in a cross between a candy shop and a hospital. [[spoiler:Side materials strongly imply that her wish was for cheesecake, when she could've wished for her mother's disease to be cured]].
* MeaningfulName: Several of the witches have names that relate to themselves.
** Charlotte is a type of dessert. Elsa Maria brings to mind a biblical prayer. Kirsten resembles a computer monitor, and so she has an "online handle": H.N. Elly. And Walpurgisnacht is the name of a real-world European festival during which legends state that witches gather together.
** The biggest one? In written Japanese, [[spoiler:the characters for "witch" (魔女, phonetically pronounced "majo") are found in the characters for "magical girl". (魔法少女, phonetically pronounced "'''ma'''hou shou'''jo'''"). Put another way, "magical girl" can be read as "young witch".]]
* [[spoiler:MeaningfulRename: The witches have different names than the magical girls they came from.]]
* MentalWorld: A Witch's Labyrinth very much reflects the persona and psyche of the witch who makes it her home.
* [[spoiler:MercyKill: To kill a witch is to let a poor and broken girl die in peace. Madoka does this on a cosmic scale by making them AscendToAHigherPlaneOfExistence; witches are still created when a Magical girl loses her will to live and is consumed by darkness, but nobody understands where they go or what happens]].
* MindControl: Shown by the "witch's kiss", a mark that appears on a human who is being controlled by a witch. These victims become BrainwashedAndCrazy.
* MindScrew: All of the witches and their barriers and minions take this to an absurd level.
* MonsterOfTheWeek: A much DarkerAndEdgier version. [[spoiler:Until Madoka rewrites the system to make sure this won't happen anymore.]]
* {{Mook}}: Their familiars.
* NighInvulnerable: The only way to defeat Walpurgisnacht without massive loss of lives is to [[spoiler: wish her out of existence]]. She can technically be defeated regularly, but is tough enough to shrug off a hailstorm of heavy artillery.
* NonstandardCharacterDesign: Every Witch and everything associated with them is drawn in a different art style from the rest of the show. Charlotte does double duty by having the Witch herself drawn in ThickLineAnimation, while everything else in her barrier is constructed out of paper cutouts.
* OneWingedAngel: [[spoiler:You could consider witches as this to magical girls.]]
* OurMonstersAreWeird: Witch designs vary from fairly standard (Elsa Maria) to eccentric (Oktavia) to nightmarish (Patricia) to cutesy (Charlotte). Walpurgisnacht in particular takes a few glances to figure out what she's supposed to be.
* PocketDimension: Witches can create these; [[EldritchLocation they're bizarre areas, to say the least]], and it keeps the more elaborate fights out of view of normal people.
* PsychicAssistedSuicide: The intended result of a witch's kiss from the two times that the effects of a kiss have been seen.
* [[spoiler:RetGone: Madoka's wish in the finale makes it so that the witches are deleted from existence and replaced with a different kind of monster altogether, so that the Incubators can still gather energy for their mission while not bringing misfortune to the girls.]]
* SelfDuplication: Familiars can become a copy of the original witch.
* SlidingScaleOfVillainEffectiveness: As mentioned under ClippedWingAngel, witches can appear anywhere on the scale. [[spoiler:Most fall under the Inadvertent category, but the stronger witches - such as Walpurgis Night or Kriemhild Gretchen - can fall under the High or even Infinite levels.]]
* SoulJar: The witch's Grief Seed, left behind after their death. A Grief Seed is capable of regenerating the witch, [[spoiler:which is why Kyubey devours them before they reach that point.]]
* StellarName: All the witches and familiars appear to be named after celestial objects found in the solar system. [[http://wiki.puella-magi.net/Madoka_Magica_and_Science Take a look]].
* [[spoiler:[[ThatManIsDead That Woman is Dead]]]]: A variation. [[spoiler: All of the witches throw out their old names and are reborn with names of their own, though lingering elements of their past lives as Magical Girls still remain.]]
* [[spoiler:TragicMonster: All of them since despair is what made them into witches in the first place.]]
* TheUnreveal: [[spoiler:AllThereInTheManual example. Three of the witches described on the website are never seen in the series, and it doesn't show Walpurgisnacht's name.]]
* WalkingSpoiler: It's hard to talk about some witches such as Oktavia without revealing that [[spoiler: they are corrupted magical girls.]]
* [[spoiler:[[WasOnceAMan Was Once A Girl]]: All witches are either corrupted magical girls or the mutated familiars of those witches.]]
* WitchSpecies: [[spoiler:Ultimately averted. They are all corrupted magical girls instead of a true species.]]

!!Gertrud
[[quoteright:234:http://static.tvtropes.org/pmwiki/pub/images/gertrud_ep2_8703.jpg]]

* ButterflyOfDeathAndRebirth: She and her familiars have butterfly wings. The "death and rebirth" part makes sense when you consider that [[spoiler: she was once human, and was reborn as a Magical Girl (a lich in this setting), then as a witch.]]
* CombatTentacles: She uses vines, but same idea.
* GreenThumb: Her "head" looks like a deformed rosebush and she uses vines to slap intruders around.
* StarterVillain: The first witch to appear in a proper showdown with a magical girl, excluding Madoka's dream at the beginning of Episode 1.
* PornStache: Her Anthony and Adelbert familiars have these. In the case of the Anthonies, Gertrud puts these 'staches on them.

!!Kirsten / H.N. Elly
[[quoteright:214:http://static.tvtropes.org/pmwiki/pub/images/elly-pmmm_5262.png]]

%%* GirlishPigtails
* IHaveManyNames: H.N. Elly is her "computer handle" while Kirsten is her real name.
%%* {{Hikikomori}}
* LonelyDollGirl: A {{Hikikomori}} witch with two doll familiars.
\\
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!!Charlotte
[[quoteright:278:http://static.tvtropes.org/pmwiki/pub/images/charlotte_initialform_286.png]]

* AstonishinglyAppropriateAppearance: Her first form has [[GirlishPigtails Girlish Pigtail]]-like hair that makes her head look like a piece of candy.
* AttackOfThe50FootWhatever: Charlotte's true form may be partially based on caterpillars (specifically The Hungry Hungry Caterpillar), with a MonsterClown motive added to boot.
* CryCute: According to the fandom, not even she's immune to [[http://images.puella-magi.net/1/16/Charlotte_crying.png?20121219052222 this]].
* CursedWithAwesome: She can generate infinite amounts of sweets. Of course, what she ''really'' wants is some cheese.
* CuteWitch: More in [[RidiculouslyCuteCritter plush toy sense]] than a cute girl sense.
* HandHidingSleeves: Charlotte's "arms" appear to be these, though she might not even ''have'' hands under them, and since she is an adorable but surprisingly effective witch she counts as an example of the cute and sneaky types.
%%Charlotte is not an example of HeroKiller. Hero Killers do not die in the very episode they appear in.
* IllGirl: Charlotte's labyrinth gives off this is vibe and [[spoiler: WordOfDante claims she was one though it's contradicted by some of the [[AllThereInTheManual official material]] for her prototype where it states her mother was the IllGirl.]]
* KillerRabbit: She's the cutest thing in the show, but then she [[spoiler: turns into a giant worm and eats Mami ''alive.'']]
* [[spoiler:KnightOfCerebus: Unusually for this trope, she's killed off at the end of the episode she appears in.]]
* LethalJokeCharacter: On the outside, Charlotte may not look like one to be taken seriously, [[spoiler:but in reality, as Mami infamously found out the hard way, she's not one to be trifled with.]]
* LevelAte: Being the witch of desserts, she has a barrier mostly made of sweets.
* NoPronunciationGuide: Her name can be pronounced both with and without treating the "te" at the end as a separate syllable.
* OneWingedAngel: Charlotte does this [[spoiler:and becomes a giant worm]].
* WolverinePublicity: She gets as much merchandise as Kyubey, and is a major character in ''Rebellion''.

!!Elsa Maria
[[quoteright:274:http://static.tvtropes.org/pmwiki/pub/images/elsamaria_8116.png]]

* AssimilationPlot: She views [[ImAHumanitarian absorbing people]] as "saving" them.
* ChurchMilitant: Elsa Maria from Episode 7 acts like one, praying to an object that looks a lot like [[http://wiki.puella-magi.net/File:Monstrace.png Catholic monstrance]].
* DarkIsNotEvil[=/=]LightIsNotGood: Invokes both tropes to varying degrees; she is apparently a practicing Catholic and constantly prays for the salvation of everyone around her. She's also a LivingShadow and accomplishes said salvation by consuming and assimilating anyone who gets too close.
* DarkMessiah: Views herself as such, as she constantly prays for the world while sending out her shadows and familiars to kill whoever gets in her barrier.
* LivingShadow: She and her familiar, Sebastian, are both shadows.
* [[spoiler: LosingYourHead]]: [[spoiler:In Sayaka vs. Elsa Maria's fight, Sayaka chops Elsa's head off. It's still not enough to kill her, so she goes AttackAttackAttack on her until she dies. It's even creepier in the Blue-Ray version, since Elsa bleeds in that one.]]
* [[spoiler:OneDegreeOfSeparation: Maybe. She's often thought to be the witch form of Kyoko's younger sister, based on the religious imagery within her barrier.]]
* RedAndBlackAndEvilAllOver: She's a giant LivingShadow seen praying to a bright red monstrance.
* WellIntentionedExtremist: Absorbs people in order to "save" them.

!!Oktavia von Seckendorff
[[quoteright:310:http://static.tvtropes.org/pmwiki/pub/images/oktavia-closeup_7227.jpg]]

* AttackOfThe50FootWhatever: A gigantic mermaid knight.
* {{BFS}}: Oktavia's weapon is an enormous sword. [[spoiler:It looks like a massive version of Sayaka's sword, for good reason.]]
* FairytaleMotifs: [[spoiler:Parallels ''TheLittleMermaid.'' As Sayaka, she sacrificed her soul to win the love of Kyosuke, only to fall into despair when he fell in love with Hitomi.]]
* HangingJudge: Innocent or guilty, you walk into her labyrinth, you're dead. Her only onscreen victims, however, are criminals ([[spoiler:which she likely killed as Sayaka]]) and magical girls.
* ImprobableWeaponUser: Throws wheels at anyone who enters her barrier.
* KnightInShiningArmor: [[spoiler:Symbolically. Sayaka believed herself a "hero of justice", and when she becomes Oktavia she dons knight's armor and a three-eyed helmet.]]
* [[spoiler:LoveHurts: She was born as a result of Sayaka seeing Hitomi confess to Kyosuke. To reflect this, she wears a heart-shaped high collar and the end of her mermaid tail is shaped like a broken heart.]]
* SirensAreMermaids:
** She and her familiar both. [[spoiler:Oktavia is the mermaid witch because the story of her Magical Girl (Sayaka)'s downfall has parallels with the original Little Mermaid.]]
** Holger performs music which steals the souls of the audience.
* SongsOfSolace: [[spoiler:Oktavia has an orchestra of Holger familiars (who look like Kyosuke and play the violin). She won't allow anyone to disturb their playing.]]
* ThirdEye: On her knight's helmet.
* [[spoiler:VocalDissonance: Within seconds of appearing, she lets out a scream in Sayaka's voice. The effect is horrific.]]
* TheVonTropeFamily

!!Patricia
[[quoteright:265:http://static.tvtropes.org/pmwiki/pub/images/patricia_8587.jpg]]

* AnimalMotifs: Her many arms, black clothing, the extra eyes on her Grief Seed (seen in the PSP game), and the many clotheslines surrounding her like a web are all evocative of a [[SpidersAreScary spider.]]
* BareYourMidriff: The part of her that still looks human has this with a short skirt and very small top.
* HalfTheManHeUsedToBe: Her familiars are simply school uniform skirts on top of legs with no upper bodies.
* IJustWantToBeNormal: She acts out ordinary school days in her labyrinth and has her familiars play the roles of her classmates.
* MultiArmedAndDangerous: Though the extra arms are for creepiness (and symbolism) rather than combat.
* OffWithHerHead: It's not easy to notice since her screentime consists of about 20 seconds, but full-body views of her (such as [[http://static.zerochan.net/Patricia.%28Mahou.Shoujo.Madoka%E2%98%86Magica%29.full.984299.jpg this one]]) show that she has no head.
* RapeAsDrama: A common theory pertaining to her [[spoiler:past life as a magical girl]], based on the multiple arms coming out of her skirt and the labyrinth made of clotheslines (interpreting the need to [[OutDamnedSpot wash them over and over]]).
* RedAndBlackAndEvilAllOver: Her school uniform is mostly black in color and topped off with a red bow.
* SchoolUniformsAreTheNewBlack: The above-mentioned sailor fuku ensemble, as well as the clotheslines in her labyrinth, which are strung with white sailor suits. She is the class representative witch, after all.
* TrouserSpace: She shoots her familiars out like bullets through her giant skirt.

!!Roberta
[[quoteright:236:http://static.tvtropes.org/pmwiki/pub/images/roberta_8437.png]]

* {{Birdcaged}}: She's the birdcage witch.
* DoesNotLikeMen: If something about her [[http://wiki.puella-magi.net/Gotz#Gotz Gotz]] familiars' appearance, [[AllMenArePerverts description]] and her own opinion about them is anything to go by.
* FeatheredFiend:
** Her Gotz familiars are brightly-colored birds that try to hit on her, but she pushes them away.
** The art style makes it difficult to tell, but Roberta herself also resembles a dove (or an angel) inside a birdcage.
* HardDrinkingPartyGirl: Roberta likes alcohol. Her name could be a reference to the ''[[GargleBlaster Aunt Roberta]]'', a drink so potent it is perfectly capable of ''killing'' people who drink it.

!!Walpurgisnacht
[[quoteright:312:http://static.tvtropes.org/pmwiki/pub/images/walpurgis-e11_1271.jpg]]

* AttackOfThe50FootWhatever: A gigantic [[MonsterClown harlequin]] clockwork doll floating upside-down in the sky.
* BigBad: Her immense power is what causes [[spoiler:the GroundhogDayLoop, when she kills off everyone but Homura in the first timeline. In every timeline, the fight with her is the pivotal moment, that always ends with Homura having to reset time again. Either because Madoka is killed trying to fight her, or because the fight with her causes her to become a witch herself]]. Downplayed, because as a witch, Walpurgisnacht is less like a schemer, and more like a force of nature. [[spoiler:Kyubey]] is the schemer, though not in league with Walpurgisnacht.
* BlueAndOrangeMorality: The reason it rampages? Is because it's trying to turn the ''entire world'' into a performance stage, and sees nothing wrong with obliterating everything in the way.
* BossWarningSiren: Walpurgisnacht's countdown.
* ColonyDrop: One of her favored methods of attack is to telekinetically drop ''entire buildings'' on people.
* DefeatingTheUndefeatable: She's the strongest witch in existence who has crushed every MagicalGirl that stood in her way. [[spoiler: She killed Mami in the first timeline and Homura has to reset time in order to not become one of her victims.]] The only one who has successfully dealt the killing blow to her is [[spoiler: Madoka Kaname, the strongest MagicalGirl in existence.]]
* {{Expy}}: In the manga adaptation, she [[spoiler: summons shadow dopplegangers of Mami, Sayaka, and Kyoko.]] Combined with her [[LaughingMad general demeanor]] and the fact that AllThereInTheManual calls her the witch of stage construction, she may very well be a reference to [[{{Nasuverse}} Type-Moon]]'s similarly named [[MeltyBlood Night of Wallachia]].
* FinalBoss: [[spoiler: Though depending on how you look at things, Kriemhild Gretchen could be seen as the TrueFinalBoss and/or PostFinalBoss, since she is encountered and destroyed after Walpurgisnacht and is much more powerful, but by the time she appears Madoka's wish destroys her.]]
* [[FisherKing Fisher Queen]]: Her mere presence causes humongous storms capable of ruining entire cities.
* [[spoiler:FusionDance: [[AllThereInTheManual The website]] [[EpilepticTrees speculates]] Walpurgisnacht is this, but says nobody knows. WordOfGod confirms it, although adds that she started as a perfectly normal witch before "accumulating" others.]]
** [[spoiler:AllYourPowersCombined: In the manga, it's shown that Walpurgisnacht's "shadowy Puella Magi" familiars are ''actually'' deceased Puella Magi - Sayaka, Mami and Kyouko are notably displayed among them, complete with their weapons.]]
* GeniusLoci: Those gigantic gears that make up her top(?) portion can unfold into a performance stage.
* [[spoiler:HeroKiller: Well known among magical girls and strong enough that no one except Madoka can defeat her alone.]]
* TheHyena: She '''never. Stops. ''Laughing.''''' [[spoiler:Not even as Madoka is shooting her out of the sky.]]
* TheJuggernaut: A nigh-indestructible witch that throws skyscrapers and triggers gigantic thunderstorms. [[spoiler:Homura has tried dozens of times to kill her and has failed every single time.]]
* LaughingMad: Her laughter is ''scary''. A nice touch since her nature is Helplessness, laughing at everyone's feeble attempts to stop her.
* ImprovisedWeapon: Walpurgisnacht uses every object, even entire skyscrapers, in battle.
* NighInvulnerable: [[spoiler: Homura basically threw Japan's entire military arsenal at her,]] [[NoSell and she just let out a mocking laugh as she emerged unscathed.]]
* OnlyKnownByTheirNickname: Amazingly enough, even [[AllThereInTheManual the website]] doesn't reveal [[spoiler: Walpurgisnacht's]] name, just listing it, and her familiars, as "?????".
* PlayingWithFire: Walpurgisnacht breathes fire, and is demonstrated to be able to light things on fire remotely. Excluding [[StoryBreakerPower her power]], it suddenly [[FridgeBrilliance makes a lot more sense]] for [[spoiler:Homura's artillery attacks]] to have [[NoSell no effect on her.]]
* SpellMyNameWithAnS: Her name can be written as Walpurgisnacht or Walpurgis Night. The Hulu subs go with Walpurgisnacht, as does the English dub. As an aside, one of the songs relating to this witch is named "Nox Walpurgis", which of course is simply Latin for the same.
* StoryBreakerPower: Her power is listed as "Helplessness", which basically translates to her entire purpose being to utterly crush the hopes and dreams of everything in her path. [[spoiler:[[ForegoneConclusion Which might explain why Homura could never defeat her no matter how hard she tried.]] Conversely, Madoka is able to defeat Walpurgisnacht with ease because she either represents Hope (Puella Magi) or Mercy (Witch), [[FridgeBrilliance both of which are the ideal remedies for helplessness]].]]
* VillainousHarlequin[=/=]MonsterClown: Her design. Her familiars also count due to their job description, being explicitly called clowns for performing on her stages.
* WellIntentionedExtremist: She's ultimately trying to turn the world into a performance stage so that no one will be unhappy anymore... which means killing everyone in the process.
--> '''Excerpt from Episode 10's Production Note:''' ''"If everything is a play, no unhappy things will exist. It may be a tragedy, but it'll all be part of the script."''
* WolverinePublicity: She appears in merchandise and promotion long after her death.
* WorldWreckingWave: Her description states that this would be the result if she ever turned upright, wiping everything around her from existence in a flash of light, somewhat like a time bomb.

!!Kriemhild Gretchen
[[quoteright:310:http://static.tvtropes.org/pmwiki/pub/images/gretchen_7370.jpg]]

* AsLongAsThereIsEvil: AllThereInTheManual example. [[spoiler: This witch desires to [[DarkMessiah create heaven on Earth]]. "The only way to defeat this witch is to make the world free of misfortune. If there's no grief in this world, she'll think this world is already a heaven."]]
* AssimilationPlot: [[spoiler:Kriemhild Gretchen takes it to a global scale by absorbing all life into her barrier, which is described as her "heaven"]]
* AttackOfThe50FootWhatever: [[spoiler: She's a ''giant'' shadow even bigger than Walpurgisnacht that may be based off the [[http://en.wikipedia.org/wiki/Brocken_spectre Brocken Spectre]].]]
* CurbStompBattle: [[spoiler:Ultimate Madoka destroys her.]]
* DarkMessiah: [[spoiler:Wants to save everyone by absorbing them into her barrier.]]
* {{Foil}}:
** [[spoiler:Designed as a deliberate one to Walpurgisnacht. While Walpurgis represents Helplessness, Kriemhild represents Mercy. Walpurgis wants to eliminate unhappiness through a KillEmAll, while Kriemhild wants to do it with a LotusEaterMachine. Even their visuals are done to contrast each other with Walpurgis being upside-down and Kriemhild being right side-up, described by WordOfGod as being reminiscent of a hourglass if you put them together.]]
** [[spoiler:Also to Ultimate Madoka. Their end goal is the same, as they want the people around them not to suffer, but Ultimate Madoka appears to dying magical girls and absorbs the darkness from their Grief Seeds, allowing them to naturally die in peace, while Kriemhild ends life on earth by drawing it into her idea of a "heaven".]]
* LotusEaterMachine: [[spoiler:Kriemhild Gretchen is said to absorb all of the planet's life into her personal "heaven", her barrier. What this implies is unknown, but it's likely to be something like this.]]
* WellIntentionedExtremist: [[spoiler:Wants to create heaven on earth by absorbing all life into her barrier.]]

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