* AbandonShipping: About half of [[spoiler:Homura/Madoka]] fans have jumped ship, thanks to the ending of the movie. The other half isn't going down without a fight, though. And might even feel vindicated. And a [[TakeAThirdOption third group]] continues shipping them while [[FanonDiscontinuity ignoring the events of the movie]].
* AccidentalAesop:
** Don't fix things that aren't broken, [[BeCarefulWhatYouWishFor especially if you're not prepared for the consequences]]. [[spoiler:Kyubey tries to repeal the Law of Cycles and reinstate the witch system which no one but the Incubators want. He fails and gets stuck with the [[TooGoodToBeTrue Homura system]] that no one, [[SelfInflictedHell not even Homura herself, truly enjoys]].]]
** Doing a good thing for a bad reason ''is still a bad thing''. [[spoiler:Homura made it so technically all the magical girls would get their happy ending, but it's ''implied'' she's doing it to keep Madoka from escaping her disguised cage of a "perfect world". Not to mention that, she knows that eventually she and Madoka will have to fight over it and nothing she can do will ultimately stop Madoka from regaining her powers.]]
* AlternativeCharacterInterpretation: See [[AlternativeCharacterInterpretation/PuellaMagiMadokaMagica here]].
* AngelDevilShipping:
** [[spoiler:Ultimate Madoka]] and [[spoiler:Akuma Homura]], perhaps better described as [[spoiler:God-Devil]] Shipping, is about as extreme as one can get.
** [[spoiler:Sayaka]] and [[spoiler:Akuma Homura]], as [[spoiler:Sayaka]] is all but stated to be an angel for [[spoiler:Ultimate Madoka]]. The same also goes for [[spoiler:Nagisa]].
* AssPull: The "howdunnit" of the ending--[[spoiler:corruption of a soul gem through love]]--comes off as one to some, and is a common complaint regarding the movie. This is due to the fact that said "howdunnit" comes with little to no foreshadowing and seemingly contradicts previously-established canon rules. The manga ''Wraith Arc'' tries to explain this as a [[spoiler: corollary of Homura's wish granting her equal power to Madoka through the wording of it, allowing her to break the magical girl system.]]
** During the Mami vs. Homura fight, Mami is able to [[spoiler: make a replica of herself from ribbons that can fight as well as she can. She's also never demonstrated this power before - duplicating oneself was a power Kyoko used to have, not Mami]].
* AudienceAlienatingEnding: The film is infamous for its extremely CruelTwistEnding, in which [[spoiler:Homura abruptly betrays Madoka, steals her goddess powers, and becomes a SatanicArchetype who traps everyone in a LotusEaterMachine]]. Common complaints include it being out-of-character for [[spoiler:Homura]], being an AssPull that breaks previously-established rules about the magic of the setting, and it being an unnecessary {{Cliffhanger}} for a sequel that [[CliffhangerWall would go unresolved in favor of unrelated spinoffs]]. Especially troublesome because the original series already had a conclusive ending that is much more positive and hopeful; a sequel movie was never considered until the series became a runaway success, and with their starkly opposed conclusions, fans are forced to choose whether or not to consider ''Rebellion'' canon. Further compounding the ire is that it was not Creator/GenUrobuchi's originally planned ending- instead, [[spoiler:Madoka would have simply taken Homura to Heaven, allowing them to EarnYourHappyEnding]]- but the higher-ups wouldn't let him do it because there was no potential to continue the series, drawing accusations of ExecutiveMeddling ruining the ending for the sake of profitability.
* AwardSnub: The movie was submitted for the Oscar to Best Animated Feature, but it didn't really have a chance because of how obscure it was to the public. Although, it doesn't help that [[http://www.cartoonbrew.com/award-season-focus/definitive-proof-that-academy-voters-are-ignorant-about-animation-96680.html the Oscar judges]] didn't (and still don't) really care about the animation category.
* SugarWiki/AwesomeMusic:
** Whether you love or hate the direction the movie took, it's hard to deny that {{Music/Kalafina}}'s [[https://www.youtube.com/watch?v=XkSjf0ah-O4 "Kimi no Gin no Niwa"]] ("Your Silver Garden") is utterly '''glorious'''. It can also be seen as a VillainSong for [[spoiler:Akuma Homura]], of the [[spoiler:IHaveYouNowMyPretty variety]]. The lyrics here can be found [[http://canta-per-me.net/lyrics/kimi-no-gin-no-niwa/ here.]]
** [[http://madomagimusic.tumblr.com/post/70449313923/puella-magi-madoka-magica-the-rebellion-story-op "Colorful"]] by {{Music/ClariS}}, the music for the OP of the movie.
** [[https://www.youtube.com/watch?v=LF1ek8uzHZo "Holy Quintet"]][[note]]listed on the official soundtrack as "Holly Quintet".[[/note]], the absolutely amazing track used in the new transformation sequences, featuring glorious remixes of the TV anime's music that definitely do ''not'' disappoint. Mami gets a variation of "Salve, terra magicae", which was downshifted into something even calmer and more solemn, the song kicks up its gears from Kyoko onwards: her epic and fast-paced "Venari strigas", Sayaka's triumphant and rocking "Decretum", Homura's soaring and mysterious "Puella in somnio", and Madoka's incredibly beautiful and powerful "Sagitta luminis".
** [[https://www.youtube.com/watch?v=mBlj0IyB3pk "absolute configuration"]], the epic, rocking, and even slightly oppressive track used in [[CoolVersusAwesome the gunfight between Homura and Mami]].
** [[http://heartpotions.tumblr.com/post/66024309910 "misterioso"]] ("Mysterious"), an insert song by {{Music/Kalafina}}, is the song used in the climatic battle with [[spoiler:Homulilly]], where Mami shoots off her most powerful Tiro Finale attack yet.
** [[https://www.youtube.com/watch?v=dWqq_jsFOkg "nightmare ballet"]] is the grandiose and sweeping piece we hear in the beginning of the movie when we are first introduced to a nightmare and the magical girls engage it in battle. It then segues into...
** [[https://www.youtube.com/watch?v=p9Ic_t1NlvA "Mada dame yo"]][[note]]which translates to "still no good" or "not yet" (which is also the name of [[https://www.youtube.com/watch?v=vNAc6VV7k-g a remix]] in TheStinger)[[/note]] is the sweet, innocent-sounding lullaby that plays when the magical girls defeat the first nightmare seen. Shame it's such a short song, barely clocking in at a minute in length.
** [[https://www.youtube.com/watch?v=NFyyQY4aCM4 "never leave you alone"]], which plays during Madoka and Homura's talk in the field of flowers is a beautiful piece, sampling heavily from "Sagitta Luminis" and including what has to be one of the most incredible piano solos ever written.
** [[https://www.youtube.com/watch?v=ECKAaYk1Lzk "we're here for you"]], which plays [[spoiler: as Sayaka and Nagisa do away with the masquerade and utterly demolish Kyubey's plans before his eyes.]] It contains a sample of [[https://www.youtube.com/watch?v=VbFc-bsmQis for the next episode]] halfway.
** [[https://www.youtube.com/watch?v=TOqlqNJ_fbY "Wings of Relief"]] plays after the amazing battle against [[spoiler:Homulilly]], and it uses pieces of Sagitta Luminis, retaining the beautiful melody of peace and calmness finally arriving. It does end up getting cut short in the movie just before its end, but gets replace by the next great track.
** [[https://www.youtube.com/watch?v=4oYslv-lWYY "I was waiting for this moment"]], which is the track that cuts off the Wings of Relief. It's a haunting, almost terrifying melody [[spoiler:of Homura betraying Madoka and stealing her Law of the Cycle powers]].
** [[https://www.youtube.com/watch?v=Lr7pX5LBpyo "flame of despair"]], which plays [[spoiler:when Homura realizes she's the witch of the labyrinth]]. It's a haunting melody that really evokes the imagery of fire. And it contains two types of FridgeBrilliance in it! The first being [[spoiler:that Homura means 'flame']] and the other is that it's an arrangement of ''Symposium Magarum'', the theme played when fighting Oktavia von Seckendorff in the main series!
** [[https://www.youtube.com/watch?v=9ETeG6x8o2Y "her new wings"]], which sounds angelic at first, before descending in what is a sample of Cubiculum Album.
** [[https://www.youtube.com/watch?v=1aVcxEC3EoU "I think this world is precious"]] is a sweeping, melancholic track summarizing how much Madoka means to Homura. The Sagitta Luminis melody shoehorned in at 0:41 makes this all the more appropriate.
* BadassDecay: Kyoko gets hit with pretty much the opposite of what happens to Sayaka in this movie: while Sayaka [[spoiler:retained all her memories from previous timelines]] and therefore became much smarter and more jaded, Kyoko is [[spoiler:''missing'' most of her memories]] and therefore is considerably less savage and cunning than in the main series, even considering that she's working with the other magical girls from the start. At the very least, she doesn't suffer TheWorfEffect because of this, and remains a competent fighter; she's just not as intimidating or overpowering as she was in the series. As a matter of fact, [[spoiler:this is Homura's first tip-off that something is wrong]].
* BaseBreakingCharacter:
** Homura is the big one here, thanks to her actions. In the original series, she had some sketchy methods but was ultimately a clearly heroic character. Here, [[spoiler:she undergoes SanitySlippage to the point that she usurps the Law of Cycles rather than allowing herself to be taken away in a traditionally HappilyEverAfter ending, rewriting the universe to her liking and making everything revolve around keeping Madoka safe]]. It boils down to "did Homura do the right thing or not?", "was she doing this for the right reasons or not?", and "does she truly feel remorse for how she affected others or not?". There's also the fact that [[spoiler:she finally makes the Incubators truly subservient to her]]. Because Kyubey is a major ManipulativeBastard, some people are glad that [[spoiler:his race got the retribution that they deserved]], while others don't think that it makes up for Homura's morally dubious actions and/or even find it KarmicOverkill. Then there's the argument over whether Homura's actions are even in-line with her character from the original series, with some finding it to be a natural, if drastic, progression and others decrying it as Character Derailment that turns her into a different character altogether.
** In a parallel to [[Anime/RebuildOfEvangelion Asuka Langley Shikinami]], Kyoko in this movie divides fans into camps based on how much they enjoyed her in the original series. Some see her as a disappointment and a waste of screentime compared to her original series self; she plays a more marginal role, her backstory isn't touched upon at all, and she isn't as vicious, dark or unique as she was in the series. Some people even consider her an outright ''embarrassment'', as she fully participates in the LighterAndSofter opening (including the Cake Song) without any problem, a far cry to how she debuted in the series as a dangerous and menacing pseudo-villain. Others enjoy her kinder and less abrasive personality,[[note]]of note is the fact that Kyoko ''was'' a NiceGirl in the original timeline before her father went berserk, which might explain why she's nicer here as well[[/note]] and ''especially'' enjoy how her subtext with Sayaka is taken further in the movie and that the two girls seem to have grown closer than ever before.[[note]]The latter is heartwarming considering that they started out as unfriendly rivals in the series.[[/note]] [[ArsonMurderAndJaywalking Others just wanted to see Kyoko in a cute school uniform.]] Notably, unlike how Asuka was adapted, Kyoko wasn't made into an AdaptationalBadass[[note]]which clearly happened to Mami and Sayaka, aside from the obvious Homura[[/note]] or given new CharacterDevelopment to make up for her reduced role.
** Kyubey is either a [[spoiler: dastardly villain that gets his just desserts for inflicting an exploitative system on the girls for generations, a villain that got twisted by his own system and ultimately needs to be redeemed, not enslaved, [[VillainDecay a joke among the villain community for having accomplished everything he wanted, only to lose it all because he was a compulsive control freak]], or a poorly written villain that deliberately acts stupid (giving vital information to your enemies) because there was no other way to revive the franchise otherwise.]]
* BigLippedAlligatorMoment: The "Cake Song", where the five magical girls chant a bizarre nursery rhyme guessing game to Bebe, accompanied by equally bizarre and dissonant background music. Even more so in the Italian dub, where not only the voice actresses clearly had trouble lip-syncing the Italian version of the lyrics, the Italian lyrics themselves managed to make ''less'' sense than the original ones!
* BrokenBase: See [[BrokenBase/PuellaMagiMadokaMagica here]].
* ContestedSequel: While generally well-received, fans are up in arms over how good this movie is compared to the anime. Most of the contention comes from [[spoiler:Homura finally defeating Kyubey, but nullifying the series' self-contained ending and becoming a more corrupt character in order to do so]], although the [[LighterAndSofter very fluffy]] SlowPacedBeginning also adds to the debate.
* CrackPairing:
** Mami/Charlotte ''was'' this, but the movie's introduction of Bebe [[spoiler:and Nagisa]] has alleviated this status somewhat. Shipping Mami with Charlotte specifically, however, still counts.
** Once again, Sayaka and Homura, due to the two's hostility towards one another, and general inability to get along. [[spoiler:Sayaka's aggression towards Akuma Homura furthers this.]]
** Sayaka and Nagisa, otherwise known as [=SayaNagi=], has gained quite a bit of popularity. Reasons why are due to the two being rather enthusiastic, cheerful characters; having a musical theme (Sayaka's overall theme, and Nagisa has a trumpet weapon); both being [[spoiler:heralds of Ultimate Madoka, on a double-mission to protect Madoka and investigate Homura's witch barrier]], being able to [[spoiler:channel their witch forms in some way]] and [[spoiler:summon hordes of their familiars (and other witch's)]], and being a cutesy young-girl-and-cool-older-girl kind of couple. It helps that Nagisa is quite similar in many ways to Madoka, who is already prominently shipped with Sayaka.
* CreepyCute: Bebe's round, bulging eyes are a little unsettling, but she's still pretty cute. [[spoiler:The Clara Dolls are also extremely creepy, but left to their own devices they partake in childlike antics in a way that's strangely endearing: listening to an organ grinder, playing video games, running around the marching Lottes, and apparently trying to be friends with Kyoko in the ending.]]
* DracoInLeatherPants: [[spoiler:Homura]] easily reached this status upon [[spoiler:becoming Akuma Homura]], kicking Kyubey's system to the curb and [[spoiler:manipulating Ultimate Madoka's]], thus creating [[spoiler:a new universe and system altogether and ensuring an EveryoneLives ending]], despite her [[spoiler:imprisoning Madoka and suppressing her powers as Ultimate Madoka]], and telling her that [[spoiler:if she continues to think selflessly and follow duty above all else, she and Homura will become enemies someday]]. It helps that she's AmbiguouslyEvil.
* DieForOurShip: After [[spoiler:Homura]]'s drastic measures, the [[spoiler:[=SayaMado=]]] base can be heard clamoring for Armageddon, while [[spoiler:[=HomuMado=]]] are prepared to fight to the last person to hold the current status quo. Some people TookAThirdOption, [[http://www.pixiv.net/member_illust.php?mode=medium&illust_id=40153452 though]].
* EpilepticTrees:
** [[spoiler:There's a theory (that is kinda supported by WordOfSaintPaul) that theorizes that Homura's "REALLY" questionable actions were caused by being driven nuts due to being turned into a witch as a result of the Incubators' experiments]].
** Then there's [[http://sittingoverheredreaming.tumblr.com/post/172933965194/rebellion-theory-it-ends-in-a-labyrinth this one]] that theorizes [[spoiler: that the ending was an elaborate gambit from the Incubators so that Homura would trap the Law of Cycles so that Magical Girls would turn into witches again]].
** [[spoiler:There's also the theory that Homura ''wasn't'' freed from her Witch state at the end of ''Rebellion'' which contributed to, or was the ''cause'' of, her degrading sanity which led to her later actions. The fact that she cracked her Soul Gem in her mouth like a nutcracker (her witch form, Homulily, is the Nutcracker Witch), her witch familiars are present in her new universe, she trapped people in what she believes to her ideal world like what she did as a witch ([[MirrorCharacter and what Madoka's witch Kriemhild Gretchen wanted to do]]), and danced under a (literal) half moon in a field of flowers, something that is associated with witches. This all lead to the belief that Homura is a Witch/Goddess hybrid due to stealing Ultimate Madoka's powers and that her new world isn’t a newly-created universe like Madoka’s, but rather Homulilly’s barrier being extended to cover the universe. Supporting this theory is the fact that the BigBad of ''Manga/PuellaMagiTartMagica'', Queen Isabeau, was a Witch/Incubator hybrid and Tart became an irregular being, a girl whose Soul Gem had fully corrupted, but was in between being a Magical Girl and a Witch.]]
* EveryoneIsJesusInPurgatory: [[spoiler:Akuma Homura]] is either [[spoiler:[[SatanicArchetype Lucifer]]]], [[spoiler:the [[{{UsefulNotes/Gnosticism}} Demiurge]]]], [[spoiler:[[UsefulNotes/{{Buddhism}} Mara]]]], or [[spoiler:[[Myth/EgyptianMythology Set]]]], depending on who you ask.
* FanficFuel: [[spoiler:Akuma Homura's new world]] led to a lot of fics exploring the concept. In particular, the relationship between [[spoiler:Homura and Sayaka, who still has vague recollections of what she did, is often explored, whether they are deeply despise each other, relate to each other, or both]]. In addition, at least half of these are {{Fix Fic}}s intended to rectify the [[AudienceAlienatingEnding controversial ending]].
* FanNickname:
** "[[spoiler:Homucifer]]", for [[spoiler:Akuma Homura]].
** ''[[Anime/NeonGenesisEvangelion The End of Madoka Magica]]'' and ''[[Anime/RebuildOfEvangelion Madoka Magica: 3.0 You Can (Not) Rebel]]''.
* FanPreferredCutContent: [[BrokenBase While not a universal opinion]], the faction of fans who [[AudienceAlienatingEnding hated the ending]] (where [[spoiler:Homura betrays Madoka and traps everyone in a LotusEaterMachine]]) have expressed a preference for Creator/GenUrobuchi's originally planned ending (where [[spoiler:Homura would have simply gone with Madoka to heaven]]), finding it to be more in-line with the original show's sense of optimism in the face of despair and a satisfying conclusion to the story as opposed to the {{Cliffhanger}} official ending.
* FanonDiscontinuity: A lot of fans feel this way about the film, unhappy with the way it undoes the anime's perfectly good ending and its story's lack of closure. The fact that the original ending was Ultimate Madoka taking Homura into the Law of Cycles before Urobuchi became unsure of it and it was the director Akiyuki Shinbo who said to go with [[spoiler:Homura betraying Madoka]] as the ending for the [[http://wiki.puella-magi.net/Rebellion_Material_Book#Message_from_Gen_Urobuchi_.28Screenplay.29 stated purpose of keeping the franchise going]] has only intensified this feeling, and the CliffhangerWall combined with most spinoffs released afterwards not referencing the film makes it even easier to ignore; for example, it isn't hard to find fans who treat ''[[VideoGame/MagiaRecordPuellaMagiMadokaMagicaSideStory Magia Record]]'' as the ''true'' continuation of the original series.
* FoeYayShipping: [[spoiler:Homura and Sayaka rose in popularity as a ship after the ending of the movie, where Sayaka confronts Homura about her selfish actions and is the only one in Akuma Homura's new world that still remembers what Homura did and opposes her. Also a case of literal AngelDevilShipping, as Homura is the Devil and Sayaka is an angel]].
* HarsherInHindsight: See [[HarsherInHindsight/PuellaMagiMadokaMagica here]].
* HilariousInHindsight: See [[HilariousInHindsight/PuellaMagiMadokaMagica here]].
* IKnewIt:
** [[spoiler: Nagisa is Charlotte]], though this was a TrailersAlwaysSpoil [[TheUntwist Untwist]].
** [[spoiler: Homura becoming the devil to Madoka's god]]. It wasn't quite the way anyone expected, though...
* ItWasHisSled: A few of the twists. Nagisa is [[spoiler:Charlotte's original form]], Kyubey is [[spoiler:the BigBad of the story once again]], and Homura in the ending [[spoiler:usurps Madoka and becomes the Devil]], the last one in major part because of [[AudienceAlienatingEnding how controversial it is]].
* JerkassWoobie: Homura falls ''hard'' into this trope. Yes, she [[spoiler:betrayed her friend's wish and became the devil]], but at the end of the day, she's a ChildSoldier whose [[ShaggyDogStory happy ending never happened]] and harbors more self-loathing and regret than anything else.
* KarmicOverkill: One aspect of the massive BrokenBase is whether [[spoiler:Kyubey]]'s ultimate fate, to [[spoiler:become a container for all the despair of Magical Girls throughout history]], was deserved. While [[spoiler:Kyubey]] is very much a ManipulativeBastard who crosses over into NotSoWellIntentionedExtremist territory in the film and is responsible for all the suffering Magical Girls go through, [[spoiler:they are also an alien intelligence who [[BlueAndOrangeMorality cannot comprehend human morality]] and are trying to save the universe on some level]], and as such some fans feel such a fate is too cruel even for them.
* LesYay:
** Homura and Madoka: The movie has made their relationship somewhat complicated, in comparison to the anime. While Homura's romantic feelings are basically confirmed by the movie, it is unknown if Madoka returns them, especially given the ending of the movie. Also, in the end where Homura hugs Madoka [[spoiler:to stop her goddess powers awakening]], depending on how you see it, it could look like Homura is grabbing Madoka's breast due the way her hand and Madoka is positioned.
** Kyoko and Sayaka: Like in the anime, Kyoko is most definitely implied to have romantic feelings for Sayaka--and these are basically confirmed by their scene together in the movie's climatic battle--and Sayaka says that her one regret was that she wasn't able to spend more time with Kyoko in their previous meetings. However, the movie changes up their relationship to be more friendly, unlike the anime where the two constantly fought over things: in the movie, there is a definite strong, mutual respect and friendship to their relationship now, and the two fight together as a duo team. It should also be noted that the two are living together in the same house now, which depending on how you look at it, may be either romantic subtext or not.
** Mami and Nagisa: Though while uncertain if the relationship has any romantic subtext, they are most definitely very good friends. It is worth noting that Mami says at one point that if not for Nagisa's [[spoiler:or more precisely, Bebe's]] friendship, she would have been lost a long time ago. [[spoiler:While the memories of their past together are actually fake ones created by Homura, there is the ending of the movie, where they are partners again, to consider. Overall, it's safe to say that while their past together is for the most part fabricated, the two genuinely care for each other.]] Their relationship also seems to have many similarities to the more minor Mami/Madoka from the anime, with Mami as a mentor and good friend to Madoka/Nagisa, and Nagisa and Madoka being rather similar in personality. It helps that Mami is [[spoiler:often paired with Charlotte, Nagisa's witch form]] even before the movie came out.
** Kyoko and Homura get lots of interaction in the movie. There is notably the scene on the bus, where Homura calms Kyoko down from her anger, and the scene [[spoiler:during Homura's transformation into Homulilly]] where [[http://media.tumblr.com/d040ec6a5cde808fb88376e9fbcb7671/tumblr_inline_mw46cakTih1rp3ikt.jpg Kyoko is seen caressing a Homura]] with half of her head missing.
** Mami seems to have a thing for tying up Homura with ribbons, as the movie marks the ''third'' time she's done it (in the series, she did this right before the battle with Charlotte, and again to past Homura in timeline 3 of episode 10). She never does this to anyone else.
** When rescuing Homura from Mami, Sayaka carries her in a bridal carry, and in the ensuing scene makes it clear that she has grown past all of her old resentment and actually sympathizes with Homura. Later, immediately after [[spoiler:realizing that she's a witch]], Homura is wrapped in a white blanket that looks suspiciously like Sayaka's cape. [[spoiler:The end of the movie is perhaps the strongest ShipTease between them in the franchise, though by then it's more FoeYayShipping]].
** Mami and Sayaka are seen riding in a boat ride together in the OP.
* MemeticLoser:
** Of all people, [[spoiler:Akuma Homura]] gets this treatment. While [[spoiler:Homura's]] in-series incarnation is treated as an [[spoiler:insanely badass [[MemeticMolester stalker]]]] by the fandom, her movie self, as of the ending, is occasionally portrayed as [[spoiler:someone who's trying too hard to come off as evil]], while being [[spoiler:[[http://imgur.com/a/WSXFD taunted and bothered by her own familiars at every step]]]]. This is despite the fact that [[spoiler:she was able to usurp Madoka and finally defeat the incubators]]. Interestingly enough, this fits in with [[spoiler:Homura's]] own view of herself.
** Kyubey for enacting a plan that [[spoiler:that not only fails, but causes himself and his race to be enslaved by Homura, even though there was already a system that fit his goals in an effective way]].
* MemeticMolester: Again, [[spoiler:Akuma Homura]]. This is due to a number of things, including her various weird facial expressions, her sexy and revealing outfit and poses (and abundance of sexually-charged official art), her [[spoiler:becoming a demon out of her selfish love for Madoka]], and then there's the scene where she [[spoiler:harasses Kyubey with one of her fingers, while declaring he's to be a slave in her new world]]... yeah. There's also quite a bit of fanart of her "toying" with the other magical girls, usually Sayaka or Kyoko or Ultimate Madoka.
* MemeticMutation:
** Everything about the Cake Song.[[labelnote:Explanation]]A really sugary, sweet, light and fluffy moment where the magical girls sing a lullaby about a round cake to defeat a nightmare.[[/labelnote]]
** From the ending, among many things, we have [[spoiler:HAIL HOMUCIFER.]][[labelnote:Explanation]]Homura becomes [[spoiler:a devil figure]] by the end of the movie. Her canonical name is [[spoiler:Akuma Homura]], but her fan nickname is [[spoiler:Homucifer]].[[/labelnote]]
** AI YO[[labelnote:Explanation]]Something Homura said after [[spoiler:her rise to demonhood]]. It translates to "love".[[/labelnote]]
** Homura's weird expression at the end of the movie, mainly due to her lips. Homura gets a ''lot'' of weird expressions in general [[spoiler:after her rise to demonhood]]. Some of them come off as sexy--especially when coupled with [[spoiler:her new, rather revealing outfit]]--but others... [[{{Narm}} not so much]].
** TOMATOMURA[[labelnote:Explanation]]For the scene where [[SugarWiki/FunnyMoments Homura gets beaned with a tomato.]][[/labelnote]]
** Oriko was right.[[labelnote:Explanation]]Referring to how much ''Oriko Magica'' accidentally foreshadowed this movie.[[/labelnote]]
** The movie is a metaphor for Homura's coming out as gay.[[labelnote:Explanation]]There are quite a few rainbows around the [[spoiler:witch barrier]], aka a world [[spoiler:created by Homura that acts as a reflection of her mental state]]; this becomes even more obvious when [[spoiler:Homura becomes Homulilly]], as the sky becomes one big rainbow. Then, at the end of the movie, Homura says that she [[spoiler:became a Devil and usurped Madoka]] out of ''love'' for her. Finally, the Blu-ray DVD edits the movie and adds ''even more'' rainbows in places where there weren't any before.[[/labelnote]]
** [[spoiler:Homura]] did nothing wrong.[[labelnote:Explaination]]Said ironically by her detractors and honestly by her supporters in regards to her morally ambiguous actions at the end, also being a parody of the "Hitler did nothing wrong" meme.[[/labelnote]]
** It took months, but ''Rebellion'' eventually got the "meduka meguca" treatment in: "meduca meguca: rabelon".
* MisaimedFandom:
** Many fans support Homura's actions in the ending, [[spoiler:namely, usurping Madoka, [[GodOfEvil becoming a devil]], and enslaving the entire Incubator species]], particularly among those who argued that [[EsotericHappyEnding the original series' ending wasn't all that happy upon closer inspection]], despite the fact that Homura herself calls those acts evil. Perhaps some good came of her decision, but it's a stretch to call it a good decision.
** The flipside is also true since the loudest Homura haters insist that she is a horrifyingly cruel monster devoid of any humanity and refer to anyone who disagrees as "apologists". These Homura bashers eagerly brush aside how she was very lonely before meeting Madoka, then [[BrokenBird either broke herself or was broken beyond belief]] (and more often than not, '''both''') in all the [[spoiler:time loops]] and continuities, eventually [[DespairEventHorizon reached a total breaking point]], and ''then'' had [[spoiler:the above described LoveMakesYouEvil-fueled FaceHeelTurn.]] Even when the show beats the viewers upside the head with the idea that love ''cannot'' be completely selfless unless in '''''extremely''''' special circumstances (like Madoka's), the fans still uphold the "love must be completely selfless and a person in love must not be allowed to wish for anything for him/herself" idea and then bash Homura for, alongside Sayaka, showing how unrealistic and harmful it is.
* MisBlamed: It might be easy to blame Urobuchi or ExecutiveMeddling for some of the twists in this movie, but Creator/GenUrobuchi [[http://wiki.puella-magi.net/Kirara_Magica_Interview_Gen quite explicitly says]] that the movie was a collaborative effort from Magica Quartet. On that note, the big twist of [[spoiler:Homura usurping Ultimate Madoka]] was actually Creator/AkiyukiShinbo's [[http://wiki.puella-magi.net/Rebellion_Material_Book#Message_from_Gen_Urobuchi_.28Screenplay.29 idea]]. ('''Note: The links contain major spoilers for the movie!''')
* MoralEventHorizon: See [[MoralEventHorizon/PuellaMagiMadokaMagica here]].
* SugarWiki/MostWonderfulSound:
** The iconic noise of [[spoiler:a witch's barrier vanishing]] at the end of the climactic battle.
** The calming flute notes [[spoiler:played to signal the entrance of Oktavia von Seckendorff]].
* {{Narm}}:
** The very name of "[[WordSaladTitle Puella Magi Holy Quintet]]". [[WordOfGod The director]], Miyamoto, [[http://wiki.puella-magi.net/Movie_3_Brochure tried to get rid of the line]] because he thought it sounded silly. Notably, the other director, Creator/AkiyukiShinbo, got mad when the line was removed and added it back. It's possible that this was an IntendedAudienceReaction, keeping with the theme of AffectionateParody of fanworks.
** The infamous "Tomatomura" scene with Homura in the post-climax sequence. She's in full [[spoiler:cliche'd "Evil Overlord"]] mode, relaxing in a chair and drinking a fruity beverage [[spoiler:like a villain from a Bond movie as she casually gloats]] with this lopsided, smug grin on her face. [[SugarWiki/FunnyMoments Then she gets beaned with a tomato]], with said tomato being thrown ''[[spoiler:by her own familiars]]''. Not that Homura really seems to mind it.
** In another post-climax scene, during a wistful and emotional montage, we get a shot of a panicked Mami rushing to save a distracted Nagisa from a collapsing pile of packages of [[TrademarkFavoriteFood cheese]], in ''slow motion'' to boot.
** Some of Homura's new expressions fall under this. Most of them are likely supposed to make her look insane, given her SanitySlippage, but some of them just end up looking ''really weird.''
** Homura's hair gets ''very'' dramatic in the movie, even more so than in the anime, to the point where one wonders if it's actually sentient. However, sometimes it just makes her look silly, and other times it looks weird or out of place. The speculation that [[spoiler:her hair is so dramatic because it's inside of her witch barrier, aka her mental world]] might just make it even funnier.
** The opening theme has [[https://youtu.be/QdHj4MehG6c?t=1m1s a scene]] of Mami, Sayaka, Madoka, and Kyoko dancing around gleefully while Homura sits on her knees in the middle, seemingly wallowing in angst. It's probably ''supposed'' to show how disconnected Homura is from everyone else, but... the random shot of her anguished face, [[SignatureStyle tilted sideways]] in all its dramatic glory, only makes it funnier.
* NoYay:
** Shipping Nagisa with any of the other magical girls can fall into this trope, due to Nagisa being an elementary-aged student, but ''especially'' with Mami, who is approximately a year older than the rest of the girls.
** For some people, [[spoiler:Homura/Madoka]] has become this, given the events of the movie casting their relationship in a ''very'' dark light.
* {{Padding}}: Despite [[spoiler:the excellent in-universe explanation]], many fans who enjoyed ''Madoka Magica'' for the darker elements view the LighterAndSofter [[spoiler:Homulilly witch barrier]] opening as this, as ''Madoka'' is anything ''but'' a conventional MagicalGirl show.
* PanderingToTheBase:
** Nagisa can seem like an unnecessary addition that basically boils down to this, [[spoiler:being thrown in simply because of Charlotte's enormous popularity.]]
** The opening essentially depicts what quite a few fans have been wanting to see: all five girls living a happy life together, Kyoko going to school and being best buds with Sayaka (complete with tons of ShipTease), Mami and Charlotte together, etc.
** The new relationship between Sayaka and Kyoko could be seen as this to some people, especially their scene together during the climax battle, mainly due to the lack of explicit build-up and the lack of actual depiction of them as friends/comrades [[spoiler:minus external meddling]] beforehand.
** The new relationship between [[spoiler:Akuma Homura]] and [[spoiler:Madoka/Ultimate Madoka]] is ''definitely'' this for certain people.
** The entire movie and plot can be seen as taking advantage of Homura's status as the series' breakout {{Deuteragonist}}[[note]]surpassing Madoka in popularity in some circles[[/note]]; she is the main character of the movie, and then [[spoiler:is the one to defeat Kyubey, becoming the BigBad and an equally powerful EvilCounterpart to Ultimate Madoka in the process]].
** One of Sayaka's abilities can be considered this. Namely [[spoiler:her ability to summon her witch form, Oktavia]]. As [[spoiler:Oktavia's very existence]] is rooted in symbolism of Sayaka and her tragic story from the anime, having this form return in the movie, where Sayaka's story of despair is no longer relevant, can be seen as unnecessary fanservice, while on the other hand, it could symbolize the fact that she has [[CharacterDevelopment grown as a character]] and is now in control of her emotions, instead of letting them control her.
* RescuedFromTheScrappyHeap: Sayaka's and Kyoko's overall better and healthier portrayals in the movie have salvaged them from some fans who didn't like their portrayals in the anime, which also extends to their relationship.
* RootingForTheEmpire:
** It's easy to root for [[spoiler:Homura after she finally overturns Kyubey and his fellow incubators and ensures an EverybodyLives ending]]. Whether we're ''supposed'' to like what she did is unclear; the creators have basically said it's supposed to be ambiguous.
** Despite her being the one to ''really'' let [[spoiler:Homura]] have it, [[spoiler:Sayaka [[VillainHasAPoint gets in on it a little]] when she realizes how happy she is to see Hitomi and Kyosuke again.]]
** [[EvilVersusEvil Happens the other way too]]- a small amount of fans were ''so'' [[MoralEventHorizon disgusted]] by [[spoiler: Homura]]’s actions that [[spoiler: they actually want ''Kyubey'' to overthrow her, claiming that at least he [[WellIntentionedExtremist was trying to save the universe]]- Homura [[ItsAllAboutMe just wanted everything for herself]], [[DisproportionateRetribution went so far as to]] ''MindRape'' Kyubey, may be slowly [[TheEndOfTheWorldAsWeKnowIt leading the universe to destruction]], and [[KarmaHoudini got away with it all.]]]]
* SlidingScaleOfSocialSatisfaction: Categorized as "Revolution is the Key". An upgrade from the anime's "Knowledge is forbidden". Thanks to Homura's shenanigans in the anime, Madoka gets powerful enough to become the Law of Cycles and rewrite the universe to save magical girls from their bleak fate. She rebels against the Incubators by making a wish that backfires on them. Then, in Rebellion, [[spoiler: Homura]] takes it to the next level, rewriting the universe again so the Incubators have to suffer the pain they've inflicted upon magical girls.
* SlowPacedBeginning: The first 30 minutes are rather generic MagicalGirl fare, and can be seen as little more than {{Fanservice}} or {{Padding}}, but once the illusion starts to break down, the film kicks into full gear and doesn't let up.
* SpecialEffectsFailure: At a couple of points in the movie, most noticeably [[spoiler:after Homulilly's witch barrier is destroyed before Ultimate Madoka arrives to Homura]], Homura's soul gem appears to be blue-coloured, when it should be purple-coloured instead. [[EnhancedOnDvd Most of those instances were corrected for the home video release]], but some were still missed.
* SpiritualLicensee: ''Rebellion'' is the closest thing to an anime version of ''Film/DarkCity'' or ''Film/TheMatrix'' we'll get.
* SugarWiki/SuperlativeDubbing: As controversial and polarizing as this movie is, one thing that is agreed upon is that the English dub was very good, being considered one of the best English dubs of 2015 and even being nominated for several awards.
* TheyChangedItNowItSucks:
** Some of the changes in the Blu-ray version were not well received. For example, Homura's white blanket from her [[spoiler:witch transformation]] being changed into a glowing rainbow one.
** The first take has Homura humming "not yet" in {{the stinger}}, whereas in the final product, said humming is replaced with the song proper. While the first take's differences mostly consisted of creepiness from Homura that many were glad was replaced, some do not like the fact that the humming was replaced, as they viewed it as better fitting to the scene than the actual song, and/or more fitting to Homura's [[spoiler:new character from the movie and as a demon]].
** In the Spanish dub, the change of the voice actresses of Mami, Kyoko and Kyubey has been ill received by the fans, especially Mami, whose actress was changed from Violeta Bibiloni (who was very well received in her work in ''Madoka'') to the massively unpopular Eva Bau.
* TheyWastedAPerfectlyGoodCharacter:
** Nagisa's character is considered by many fans to be a waste of potential, given her lack of screen-time and mostly just serving as a plot device,[[note]]These points be justified a little by the fact that this is only a two-hour movie, after all, with far less time to develop characters than the anime's twelve episodes[[/note]] and some consider her existence as mere fan pandering.[[note]]Especially given that she's the magical girl form of [[spoiler:Charlotte]], and that now--with Nagisa being added to the magical girl group, rounding it off to a nice, even six--Mami has a "go-to" magical girl to be shipped with, that won't interfere with the other "main" ships.[[/note]]
** ''Manga/PuellaMagiOrikoMagica'' fans don't often take kindly to Nagisa due to her being an {{Expy}} of Yuma Chitose who fills the [[TokenMiniMoe same]] [[SixthRanger role]] as Yuma did in ''Oriko Magica''. ''Oriko'' fans wish Yuma had been used for the role instead of a brand new character, especially since Yuma is a MoralityPet for Kyoko and her inclusion could have justified Kyoko [[TookALevelInKindness taking a level in kindness]], which was poorly explained in the movie proper.
** Kyoko is also affected. She has the unfortunate combination of being [[spoiler:sucked into Homura's witch barrier unwillingly]],[[note]]as opposed to [[spoiler:going there willingly like Madoka, Sayaka and Nagisa]][[/note]] ''and'' being defined by her darker personality traits in the anime, and therefore loses most of her character depth as a result (one of the reasons why she was praised in the original series), due to [[spoiler:her mind being altered to fit into the happy, sparkly, fluffy atmosphere]]. Also unlike the comparably adapted [[Anime/RebuildOfEvangelion Asuka Langley Shikinami]], Kyoko doesn't undergo significant CharacterDevelopment to make up for her reduced role and downplayed backstory. Although Kyoko does [[spoiler:revert to her more sour, lone-wolf personality]] later on in the movie, she basically sits in the background during the major events of the movie and accomplishes nothing anyway, at least until the start of the [[spoiler:Homulilly]] battle-- and by the end of the film [[spoiler:it's unclear whether she stays that way, as she's a schoolgirl again but doesn't get any more dialogue]]. But like most things about the ending, [[spoiler:it's ambiguous in nature, especially with how long it will last]].
* UglyCute:
** The nightmares are bizarre and adorable at the same time.
** Bebe may come off as this to some, though her [[spoiler:human form]] is nothing short of incredibly cute.
* TheUntwist:
** People started guessing that [[spoiler:Nagisa was Charlotte]] by TheStinger of the second movie. When it was revealed that [[spoiler:she wears pink and polka dots, her magical girl outfit is brown with a cape and big sleeves, she's unusually close to Mami, and her specialty item at the concession promotions was [[TrademarkFavoriteFood cheese]]-flavored popcorn]]... yeah. It's a pretty minor twist, though, and the whole thing is really just a case of TrailersAlwaysSpoil anyway.
** Kyubey being [[spoiler:behind everything once again]]. Given his track record in previous installments, it's not really all that surprising.
* SugarWiki/VisualEffectsOfAwesome: To say Shaft had a budget for this film is underselling it. In terms of visuals, it rivals ''Anime/RebuildOfEvangelion'' in technical and artistic prowess.
* WhatDoYouMeanItsNotForLittleGirls: Even more so than the series; the movie starts off as if it ''were'' a show for little girls, in order to deliberately mislead the viewer, and [[spoiler:ends with Homura becoming the devil]]. Furthermore, it premiered during the same weekend as the (non-serial) movie of ''Anime/DokiDokiPrecure''. Can you tell which one is ''actually'' for little girls? [[spoiler:Dokidoki is.]]
* WoobieSpecies: The Incubators, of all races, become [[spoiler:Homura's slave species]].

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