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Anime: Puella Magi Madoka Magica The Movie: Rebellion
The story isn't over. Not Yet.

"I dream of the day when I can finally see your dear smile again."
Homura Akemi

Puella Magi Madoka Magica The Movie: Rebellion (subtitled Hangyaku no Monogatarinote  in Japan) is a feature film for the 2011 anime series Puella Magi Madoka Magica. The movie follows the anime's two-part Compilation Movie released in 2012. Originally intended to be the anime's second season, but changed up into a movie due to issues with length, the movie is a continuation of the series's plot. The film premiered in Japan on October 26, 2013, and the film was later shown with subtitles in select theaters internationally.

The movie will have a manga adaptation by Hanokage, who did the manga adaptation for the first anime as well as the Spin-Off Puella Magi Madoka Magica The Different Story. Three new spin-off manga series also began after the movie aired in Japan; see the franchise page for details.

The movie also introduces a new magical girl named Nagisa Momoe, voiced by Kana Asumi. In addition, there is a new type of monster known as "nightmares".

Late-Arrival Spoiler Warning: Everything below this section will have unmarked spoilers for the original Puella Magi Madoka Magica anime. If you have not watched the anime and do not want to be spoiled, do not read this page. Many examples on this page are shared with the anime. All spoilers may ruin your enjoyment of the story. Again, avoiding these pages is highly suggested for those who have not seen the show. YOU HAVE BEEN WARNED.

At the end of the original anime, Madoka sacrificed herself and made a wish that changed the world. In this new world, puella magi no longer become the very witches they're fighting. In this new world, puella magi are instead taken away by the "Law of Cycles" before they can become witches. And in this new world, Madoka, Sayaka, Mami, Kyoko and Homura all fight together to protect the city of Mitakihara from the new threat in place of the witches, the nightmares.

Wait a minute... that's not how it went! Madoka and Sayaka ascended to a higher plane of existence! And the new monsters were called wraithsnote , not nightmares! What is that odd creature that looks like the witch Charlotte? And is it just me, or is everything overall too...happy to be Madoka Magica? Homura soon realizes that things are not what they seem. But she may not want to find the truth.

For at the end of it all is the being that rebels against the order of god.

This anime film provides examples of:

  • A Tragedy of Impulsiveness: Late in the movie Homura admits that if she just stopped and thought about it, she would have realized the truth of the world much earlier. In fact, throughout the beginning of the movie, Homura's unwillingness to accept help, explain herself, or listen to others causes her trouble and unnecessary conflict with the other magical girls. Homura's rejection of Madoka's sacrifice may also be the result of this.
    • This makes sense because in the anime, she tried over and over to explain herself to the other magical girls without any results. Eventually she got tired of trying to explain herself and she just started relying on herself. She has become unaccustomed to asking for help. She's was also usually the one holding all the information. In the anime she always knew more than the other girls about what was really going on. This of course is also shown by her witch attribute: self-sufficiency. Homura also spent a better part of the movie confused by her memories since she didn't completely remember everything until the end.
  • Affably Evil: She might be a Goddess of Evil, but Akuma Homura at least creates a world where everyone is happy, even if she has to kidnap Madoka to do it.
  • Affectionate Parody: The beginning of the movie is one to Madoka Magica Fan Works; it has all five magical girls fighting together as a team (something that deliberately never happened in the anime) and even includes Charlotte as a Team Pet. The parody part comes from making everything else kind of ridiculous, from the monsters to the name of the team to the Cake Song. And like Fan Works it's all fake - in this case, an illusion created by a witch.
  • All There in the Manual
    • A Word of God interview explains that Bebe's name really is Charlotte, but she doesn't say her name and the characters can't read the runes.
    • Information on the witches and familiars was revealed in a book that came out in December 2013. See here, but watch out for spoilers.
  • Alternate Timeline: The movie takes place in the new one created at the end of the anime. And much of it actually takes place in an alternate world (or more specifically, a Lotus-Eater Machine) of that alternate timeline, to boot!
  • Always Save the Girl: Deconstructed. The girl is saved, but at what cost?
    • In fact, this is a Continuity Nod to the rather obscure manga spin-off, Puella Magi Oriko Magica. In it, Madoka states that she will refuse to let herself be saved if it means others are left in danger. Homura's response is to say that Madoka should never tell Homura not to save her. Cue the end of this movie, where Homura says that if Madoka wants to be selfless, then Homura shall become her enemy.
  • Ambiguous Situation: Is anybody a magical girl in the final universe? Is that even a thing anymore? Has Madoka's wish been totally undone and replaced by Homura's undefined system, or does she just not have to oversee it personally as Homura claims?
  • And Then John Was a Zombie: Of course, this is being Madoka Magica, the Witches still are a problem. But this time The Reveal is exactly who the Witch is. When Homura realizes that Mitakihara is just a barrier, she goes after the most blatant Witch in the vicinity, Bebe. After a series of events, she then finds out the Witch is... herself.
  • Angels, Devils and Squid: In the new world, Madoka is God, Homura is a Demon, and the Incubators continue to be unfeeling Sufficiently Advanced Aliens. But this time, they are fully controlled by Homura.
  • Arc Word: The word "dream" and similar are constantly present. It's apropiated for a world only existing in a dream.
    • Also, Not yet.
  • Art Shift: In the manga adaptation, the characters are drawn in a chibi-like style for the Cake Song.
  • Ascended Extra: Charlotte the Dessert Witch, or Bebe as she's called in the movie. She's actually Nagisa, the new magical girl.
  • Ascended Meme:
    You thought it was Madoka? Too bad, it was Miki Sayaka!
  • Award Bait Song: Kalafina's "Kimi no Gin no Niwa" (Your Silver Garden), played during the end credits. A bit different than most examples, since it's a power ballad rather than a soft/romantic one, and the lyrics are more sinister than one would expect.
  • Awful Truth: Homura, the Witch you are looking for is yourself.
  • Back from the Dead: Madoka, sort of, and Sayaka, at the beginning of the movie. By the end of the movie, this applies to everyone.
  • Balance Between Good and Evil/Equivalent Exchange: Although not explicitly stated, one can argue that Rebellion takes the anime's balance between hope and despair and wishes and curses to it's Logical Extreme. Madoka's ascension as a god causes the birth of a devil... and it's Homura. Somewhat mitigated by the fact that Akuma Homura uses The Power of Love, not despair; however, one can still draw opposites given that Ultimate Madoka can stand for selfless love, and Akuma Homura stands for selfish love, and both loves have opposing ties to hope and despair respectively.
  • Bash Sisters:
    • Sayaka and Kyoko. They even have Oktavia wield a giant version of Kyoko's spear during the final battle.
    • Mami and Madoka fight this way during the Nightmare battles and the Homulilly battle, with a new attack called the "Tiro Duet", involving dual ballet dancing with Mami's ribbons before launching a dual attack on the enemy.
  • Batman Gambit: Mami makes herself immune to Homura's ability by hanging onto her through a ribbon, preventing Homura from shooting it off by partially dematerializing it. Seeing she cannot gain the upper hand, Homura shoots herself in the head, causing Mami to materialize the ribbon in an attempt to stop her. Before Mami can react, Homura wraps the ribbon around the same (slowing) bullet to sever it, finally freezing Mami in stopped time.
    • Except that Mami actually turns out to be a clone made of Mami's magic ribbons, made to fool and trap Homura if she managed to destroy the clone, and the real Mami was watching the fight from a safe distance.
  • Beta Couple: Kyoko/Sayaka has matured into a balanced and mutual Ambiguously Gay pairing, and Kyoko manages to accept the fact that Sayaka must return to the heavens without her. Madoka/Homura, on the other hand... Homura gets fed up with Madoka's blithe, overly-selfless kindness and decides to "protect" her by stealing her powers and using them to become the Devil. Opposites Attract?
    • It's heavily implied that Sayaka only became aware of Kyoko's feelings (whatever those feelings may be) when she became part of the Law of Cycles. This provides a parallel with Madoka and Homura's relationship, where Madoka only became aware of Homura's feelings when she became the Law of Cycles itself. Sayaka expressing regret over leaving Kyoko is the equivalent of the "My very best friend" speech Madoka makes to Homura in the anime.
  • Big Bad: Kyubey, as usual. This time, he traps the Puella Magi in a world of his creation—using Homura as a catalyst—where everyone seems to be living happily in order to advance his plans. However, Kyubey is usurped of his position by none other than Homura herself, becoming God of Evil Akuma Homura in the process, the opposite to Ultimate Madoka.
  • Big Badass Battle Sequence: The climactic battle with Homulilly. She summons an army of familiars... so Sayaka summons an army of her own. All while Kalafina's "misterioso" is playing.
  • Big Budget Beef-Up: A rare case with explanations, everybody except Madoka as they face Homulilly, Homura's Witch form from the PSP game, suitably upgraded from the game with a new dress and Nutcracker-themed familiars. Notable is Mami's Tiro Finale, now upgraded to a towering railway cannon built onto two separate trains that takes out multiple, building-smashing giant mooks in a single shot, and Sayaka's and Kyoko's combo where Oktavia wields a gigantic version of Kyoko's spear. Homulilly also counts: whereas Walpurgisnacht was an amalgam of multiple witches and Gretchen's power was boosted via Homura's resets, Homulilly is at least as powerful as the former, making it THE most powerful natural-born witch in the series.
  • Big Eater: Kyoko. She's eating even while fighting Nightmares. And first thing she mentioned after defeating Hitomi's nightmare? She's hungry after the whole Cake Song! Unlike the anime, this aspect of Kyoko's personality is played for cuteness.
  • Bilingual Bonus/Freeze-Frame Bonus:
  • Bittersweet Ending: On one hand, Everybody Lives, Kyubey gets a bigger shaft than he got last time, and Homura attains her goal of saving Madoka after failing beforehand. On the other hand, Homura essentially becomes a God of Evil, destroys the Law of Cycles that Madoka created, and imprisons Madoka and suppresses her goddess powers, along with Sayaka's own new powers.
  • Bodyguarding a Badass: Sayaka and Nagisa act as Madoka's helpers and, at times, protectors, even though the latter is a Physical God; though this is so that they can confound the Incubators' attempt to capture Madoka. Deconstructed by Homura, who decides to become an evil Reality Warper so that she can suppress Madoka's powers and become her guardian.
  • Boom, Headshot: Homura does this to herself as part of her fight against Mami. It shocks Mami into letting down her guard, which is exactly what Homura intended: after all, magical girls don't have to worry about details like having half their head shot away, and Homura uses the same bullet to cut through the ribbon linking her to Mami, enabling her to stop time again on her own. For the next few scenes, though, Homura goes about with half her head still splattered in blood and brains, a not-very-subtle warning about her deteriorating mental state.
  • Boss Warning Siren: Homulilly's appearance is major enough to cause a countdown like Walpurgisnacht's arrival. But instead of one magical girl facing down a hopeless fight, it is intercut with shots of her friends gathering to save her.
  • Brainwashed and Crazy: Everyone sucked into Homura's witch barrier—including Homura herself—is brainwashed into living their ideal life. While Madoka has also lost her memories, she has actually done this consciously to fool Kyubey. Sayaka and Nagisa, meanwhile, keep their memories and are just playing along, as is Kyubey. For everyone except the veteran trio, the opening is basically a big game of make-believe so that the heroes don't notice anything's up with the villains, and vice-versa.
  • Break Them by Talking: Kyubey tries to talk Homura into summoning Ultimate Madoka. It backfires on him in the most spectacular way possible.
  • Breaking the Fourth Wall: The beginning of the movie has a sign saying "Welcome to Cinema." Midway through the film there's another sign that says "Do you enjoy the movie?" These messages actually have a kind of in-universe meaning. The first message appears when the first nightmare arrives, and the nightmares are later revealed to be intentionally harmless monsters meant to entertain the magical girls. In other words, the Nightmares are just part of a puppet show. The second message appears after Homura is asked if she wants to destroy the Lotus-Eater Machine; the sign is asking Homura if she enjoys the false world.
  • Bridal Carry
    • Madoka carries Nagisa and a couple of Pyotr like this in the Homulilly battle, away from an attacking Clara Doll.
    • Sayaka does this to Homura, after the former rescues the latter from being tied up with Mami's ribbons.
  • Brought Down to Normal
    • Madoka, in the fake Mitakihara world, due to giving her powers and memories to Sayaka and Nagisa as protection, so the Incubators aren't able to capture her.
    • By the end of the movie, Madoka is brought down completely, due to Akuma Homura suppressing her goddess powers.
      • Also happens to Sayaka and Nagisa too. Although not explicitly stated, one interpretation is that Homura has created a world without magical girls, or a system where she takes care of the monsters herself, instead of having magical girls to do so.
  • Call Back:
    • The beginning of the movie after Madoka wakes up is pretty much one big reference to Episode 1 of the anime. Kazuko even calls on the same student.
    • Sayaka distracts Mami with a fire extinguisher at one point, like she did to Homura in Episode 1.
    • During the climactic final battle Kyoko tells Sayaka that she had a dream where Sayaka died, but then admits that the dream was reality and the world they're in now is the dream. Meanwhile, Oktavia flies behind them. Not only does this refer to the scene between Madoka and Homura in the flower field (where Homura "claimed" to have a similar dream), it also refers to a scene in Kyoko's battle against Oktavia in the anime, where she begs God for a happy dream before she dies.
    • At the end of the anime Madoka gives Homura her hair ribbon. At the end of the movie Homura gives it back.
      • On that note, go back to the anime's first episode. Madoka decides to wear the red ribbon instead of a yellow one. At the end of Rebellion Madoka wears the ribbon not taken.
      • And adding to that, when Homura re-ties Madoka's pigtails in the red ribbons, she says that they really do look better, referencing Junko's line in the first episode about the red ones being more attractive.
    • At the end, Sayaka's "I'll never forget" echoes the final line of Homura herself from the original series.
  • Calling Your Attacks: Not only Mami now, but everyone except Homura does it too!
  • Canon Immigrant: Homulilly from Puella Magi Madoka Magica Portable. She got a complete redesign and a suitable expansion for the movie. Also she's now the Nutcracker Witch instead of the Witch of the Mortal World...though the latter still fits the events of the movie.
    • The changes to Homulilly may be justified by the fact that Kyubey was experimenting with Homura to bring about her witch form, or that Homura's source of despair shifted, which is very well possible, considering the events of the film.
  • Cerebus Callback:
    • The "Luminous" opening of the first two movies featured Homura and Madoka sitting in two chairs next to each other, being completely adorable. During Homura's Witch transformation, this moment gets twisted into a representation of Homura's feelings towards failing to save Madoka, with Madoka falling from her chair and dissolving before Homura can reach her. In The Stinger, Akuma Homura is seen sitting in the chair to a cliff. Then she gets up, dances around and purposely tilts off the edge of the cliff.
    • Everybody gets thematic dance numbers as part of their extra whimsical Transformation Sequence this time around, with Homura doing ballet. When revealed as a Witch, Homura's familiars channel her torment by reenacting The Nutcracker.
    • The message from the end of the anime: "As long as you remember her, you are not alone". During the movie, Homura says that she began to think her memories of Madoka weren't real. In other words, Homura forgets Madoka, and she is alone.
    • In the end of the anime's manga adaptation, Madoka welcomed Homura, back in her braids and glasses, to heaven. In the movie's manga adaptation, when Homura walks with Madoka to said heaven, her movie self, who is succumbing to her Witch transformation, shoots her happier self in the head as symbolic rejection of Madoka's salvation.
  • Cerebus Syndrome: The movie starts out even Lighter and Softer than the anime pretended to be, then quickly delves back into the dark and Mind Screw themes that the anime was known for.
  • Chekhov's Skill: Mami's ribbons sure compliment Homura's power during their display of teamwork... which comes back to bite them in their duel-off.
  • Conspicuous CG: The spinning soul gem right in the beginning stands out a bit too well against the dark hand-drawn background.
  • Continuity Nod:
    • One of the pictures of Bebe in Mami's house has her look exactly like Charlotte. Going by information given in the Witches' Booklet, this is supposed to be a picture of Bebe before she became her current form seen in the movie.
    • In the climatic battle against Homulilly, when Sayaka summons Oktavia and other Witches' familiars, Sayaka is depicted in silhouette style with a blue outline, the same style as Elsa Maria's barrier form the anime. The locations even resemble one another, with the same white stained glass-like sky, and completely black land. Both times the monochromatic atmosphere is used to hide the extent of Sayaka's injuries, though the circumstances of said injuries are rather different.
      • Sayaka pierces her heart with a sword as depicted on Oktavia's waist armor. Her pose when conducting the familiar army is the same as Holger, one of her Witch's familiars.
    • In the manga adaption, there's a scene where Sayaka strikes a pose with the words "I'm not afraid of anything anymore", a reference to a moment from Episode 3.
  • Cooldown Hug:
    • Madoka to Homura, while the former gives the latter a You Are Not Alone speech amidst a field of flowers. She even starts braiding Homura's hair.
    • And from the ending, Akuma Homura prevents Madoka from reawakening her goddess powers by hugging her, in what is possibly a darker Call Back to the above scene.
  • Cool Versus Awesome:
    • We never really got to see what would happen if Homura and Mami threw down in the anime. Here, though, they stand off against each other in a gunfight of epic proportions.
    • In the movie's climax, we get to see the first-ever battle between Witches: Homulilly VS Oktavia von Seckendorff and Charlotte, Familiars included.
  • Could Have Avoided This Plot: While not explicitly stated, it's implied that this is true for Homura. All the magical girls are willing to help Homura - even Bebe tries to tell Homura the truth - but Homura is only willing to accept Madoka's offer to listen to her feelings. The resulting conversation motivates Homura's Face-Heel Turn.
    • Close analysis of some of the conversations between Madoka and Homura indicate they don't really understand what the other is saying. Not surprising, since this happened all the time in the anime. Here are two major ones:
      • During Rebellion's flower field scene, Homura says that the Madoka she "dreamed" about went somewhere far away where they could never meet again, when in reality she was really everywhere but could not be perceived by others.(although Homura was talking from her point of view, where she can't see Madoka despite being the only one who remember her, making her start to even doubt her own memories) The Madoka Homura is talking to gets the wrong impression, and tells Homura she'd never go somewhere far away from everyone...which causes Homura to believe Madoka never wanted to sacrifice herself.
      • At the end of the climatic battle Homura tells Madoka that she'll take on any sin, and be reduced to any form, as long as she can be by Madoka's side. It's implied Madoka takes this to mean that Homura wants to be with her forever (and it's possible this is what Homura meant at the time). Hindsight reveals that she meant something else...
  • Coup de Grâce: In the fight between Homura and Mami, Homura catches Mami off guard and uses the opportunity to sever the ribbon that was preventing Mami from being frozen in time. Homura aims a gun directly at her Soul Gem... but then changes her mind and opts to shoot her in the leg. The Mami she shot at was a decoy, however, and then Mami spares her life in return after the decoy explodes into a mess of ribbons that ties up Homura.
  • Dancing Theme:
    • The intro has the other magical girls dancing around a despairing Homura. The Puella Magi Holy Quintet's transformation sequences are all different dances. The ending has Homura learning to dance with Madoka. In The Stinger, Homura dances alone.
    • The Puella Magi all have a different dance in their transformation sequences: Figure skating for Mami, hypnotic tribal for Kyoko, hip-hop for Sayaka, ballet for Homura, and j-pop idol for Madoka.
  • Darker and Edgier: Despite the sugary Fake-Out Opening, the movie shows itself to be even darker than the anime, as it deals with the powerful, seemingly unbreakable heroic Homura being broken to the point where she can't help but go insane and become a God of Evil, usurping Kyubey and the previous benevolent goddess Ultimate Madoka and stripping her of her powers.
  • Dark Messiah: Madoka might be the messiah for magical girls, but Homura is the messiah for Madoka herself. She goes to great, great lengths to make sure Madoka can't be harmed.
    • Dueling Messiahs: Akuma Homura states that should Madoka continue to prioritize her duty and selflessness over her own desires, she and Homura might end up becoming enemies.
  • The Day The Music Lied: Homura is saved from being damned by the Law of Cycles forever, Ultimate Madoka descends with her heralds Sayaka and Nagisa, and an arrange of Sagitta Luminis plays... then suddenly the music stops, followed by the love-corrupted Homura usurping and kidnapping Ultimate Madoka, and rewriting the entire universe.
  • Deadpan Snarker: Kyoko has a few moments like this.
    (to Kyubey) "Huh. So you do talk normally."
  • Death Is the Only Option: Homura, after finding out Kyubey's plan to capture Madoka and use her to bring back the old system, decides to become a Witch and urges the magical girls to kill her, in order to prevent Ultimate Madoka's arrival.
  • Deconstruction: But of course. Tears into The Power of Love even more than the anime.
    • Heck, it can arguably be said to deconstruct the anime's own ending.
    • invokedOn a more meta level, it also deconstructs a lot of the elements that the fanbase tends to focus on, such as the Les Yay subtext, memes, and the slice-of-life aspects of the show. The ending is especially brutal in its tearing down of the expectations that fans have toward the series. To expand on this:
      • As noted under Affectionate Parody, the beginning of the movie references Fan Works that depict the characters working together in a less horrible setting. The setting presented in the beginning of Rebellion is so saccharine that it becomes ridiculous. The characters have over-the-top transformation sequences and attacks, and they defeat the monsters by singing and feeding them food. The presence of Charlotte and Kyubey as harmless mascots is both funny and disturbing given their villainous roles in the anime. The whole thing turns out to be an illusion created by a witch - in other words, it's like a Fan Work in-universe.
      • Kyoko is kinder and friendlier. Mami is not alone. Homura has been returned to her original personality. All common in Fan Works. All caused in Rebellion by Fake Memories.
      • invoked A number of people dislike Hitomi for how she acted in the anime. In Rebellion she turns into a monster for petty, shallow reasons. Hitomi is then purified in a ridculous sequence that turns her into a Moeblob, which references and parodies fan works where Sayaka is returned to normal after her witch transformation.
      • As noted under Cerebus Callback the memetic "Luminous" scene goes from Les Yay to Mind Screw to overly depressing.
      • Fans who believed that Homura was the true, perfect hero of the anime. Homura is the protagonist of Rebellion, but the movie subtly and overtly displays Homura's character flaws: She is unwilling to work with others, she is unwilling to explain her actions, she acts impulsively and irrationally, she displays a willingness to kill herself, and finally she's willing to reverse Madoka's decisions if she feels those decisions harm Madoka's life and happiness. All of these traits were present in the anime. Heck, it's suggested that Homura begins questioning her reality because she believes it's Too Good To Be True and she can't accept a world where she's happy.
      • While we're on the topic of Homura Fan Works often interpret her obsession with Madoka as either romantic or as a joke. The ending of Rebellion shows Homura's obsession as sad, self-destructive, and horrifying. She even confesses her love to Madoka as she becomes the devil to her goddess.
      • The ending deconstructs Fix Fics that try to have an Earn Your Happy Ending where Everyone Lives. Both of those things are actually achieved in the movie... but only because Homura usurped Madoka. Like everything in the series, this happy ending has a price.
  • Demoted to Dragon: Kyubey becomes this to Akuma Homura by the end of the movie.
  • Demoted to Extra: While in the anime, the girls' screentime was relatively balanced, the movie is significantly more Homura-centric. Although it allows for developing Homura, it significantly reduces the influence of the other girls. See also Flat Character below.
  • Development Gag: When Urobuchi was writing the original anime, he was apparently prepared for Kana Asumi to voice Madoka. It didn't happen, but now we have a Kana Asumi voiced character in Nagisa.
  • Didn't See That Coming: Basically, everyone. Including viewers. Homura becomes the Big Bad God of Evil Akuma Homura, completely overturning Kyubey and Ultimate Madoka in the process.
  • Does This Remind You of Anything?: An early scene has Sayaka getting annoyed at Kyoko because "We agreed we'd do it when we got home, but then you just sat around and watched TV!" They're talking about homework, apparently.
    Kyoko: "Having no time to mess around is really weird!"
    Sayaka: "I've told you before, but the way you say "mess around" is plenty weird!"
  • Dramatic Wind: Homura's dramatic hair returns from the anime. And oh lord, is it most certainly dramatic this time around. One joke says that one could easily rename Rebellion to Homura's Dramatic Hair: The Movie and it would still be accurate.
  • Earn Your Happy Ending: Homura, after being put through so much hell, finally gets to save Madoka. Heck, even the other characters get in on it: the movie ends with every single character alive, well and happy, including Nagisa, and Kyubey getting a long-overdue dose of Laser-Guided Karma. Of course, considering the methods Homura used to earn said happy ending, ie breaking Madoka off from the Law of Cycles and erasing everyone's memories without their go-ahead, whether the cost was worth it or not is an argument for the ages.
    • The ending hints at Homura rewriting the world to help the other magical girls as well: Kyoko and Sayaka seem to be getting along quite well, and Mami is seen with Nagisa.
    • However, there are also implications that Homura is not truly all that happy with what she has done, given she had to strip Madoka of her freedom and memories, and as a result is without Madoka's approval. This potentially adds a new light to her line about how she and Madoka will become enemies if they continue to follow opposing paths: the selfish and desirable path (Homura) and the selfless and dutiful path (Madoka).
  • Eldritch Abomination: Judging from Homura's Breaking Speech towards Kyubey, either the "magic" they unleashed into the world or indeed human emotions themselves seem to be this.
    • Humans Are Cthulhu: Implied in the anime, with Kyubey claiming that human emotion is mental disorder, and yet his kind manipulates magic that came from emotion, because the magic disobeys the thermodynamic law, which is pretty much illogical for the rationalization they can comprehend. In this movie, not only the do the girls that he seeks to manipulate fight back with sheer force of will and emotion to the point of betraying their karmic destiny of Fate Worse than Death in their own way, one of them uses The Power of Love so hard she remakes the reality with the entire Incubator race as her slaves with no way to get out of the situation. Cue mass "I don't get it" from the Incubators.
  • Elite Mooks: The Clara Dolls, the strongest of Homulilly's familiars. These 14 (there's a fifteenth, but she's just a poster) Slasher Smile prone familiars have different hairstyles, clothes, and names based on what emotion they express. They have the most scenes together with Homura before, during, and after her transformation into a Witch; when finally they get down to the battlefield, they make their entrance by ripping through the army of Anthonies like it's nothing and clashing with the magical girls on an even ground with their skill and teamwork.
  • Empathic Environment: To the extreme. During Madoka's You Are Not Alone conversation with Homura, flowers seem to change colors, grow, bloom, wilt, and re-bloom to reflect Homura's feelings. The environment is inside Homura's psyche, after all.
  • End of an Age: Madoka's reign as goddess comes to an end.
  • Enhanced on DVD: As expected from SHAFT. The home video release changes and adds to the visuals. Notably, they added a lot of rainbows in places where there previously weren't any.
  • Epiphanic Prison: We get a haunting and terrifying look at what becoming a Witch is like from the inside.
    • The trope is actually twisted around a bit. When Homura realizes that she's in her own Witch's barrier as part of an experiment by the Incubators, she doesn't actually escape. Instead, she lets herself fully transform into her Witch form (Homulilly). It's up to the other magical girls to break Homura out of her partially self-imposed prison. The kicker? Homura, changed by her experiences in her barrier, decides to create a world where the other magical girls live happy, normal lives... essentially putting them in a new Epiphanic Prison! The end of the movie also suggests that Homura has basically been in one of these since the anime, and nothing has really helped her escape.
  • Everybody Lives: The ending essentially has Homura hijack the system so hard that she is able to make a world where everyone lives and leads a happy life. However, Sayaka, telling from her dialogue, prefers Madoka's ending, at least before her memories get erased.
  • Evil Will Fail/Hope Springs Eternal: It's heavily implied at the end that Madoka will eventually regain her memories and once that happens, she and Homura will most likely become enemies.
    • Ray of Hope Ending: On the one hand, all the heroes are given Laser-Guided Amnesia and trapped in the equivalent of a Lotus-Eater Machine. On the other hand, it's suggested that this won't last. Not to mention that everyone is still alive, and everyone but Homura and Kyubey are happy.
  • Exact Words/Loophole Abuse: Madoka wished to erase all witches before they were born. Homulilly exists because she's still in Homura's Soul Gem; in other words, she hasn't been born yet. Similarly, Oktavia and Charlotte were never truly born, but were absorbed into the Law of Cycles along with Sayaka and Nagisa, which is why Sayaka can summon Oktavia and Nagisa can become Charlotte.
    • If Kyubey can block the Law of Cycles, then why does he keep Homura's Soul Gem from becoming a Grief Seed? Simply put, he can't do one without the other, until he can observe the Law of Cycles.
    • Homura's wish was to be powerful enough to protect Madoka. Boy, did she get it.
  • Expy: Design-wise, Nagisa is one to Yuno and Nazuna.
  • Face-Heel Turn: Homura becomes a full-blown Lucifer-analogue by the end of the movie
  • Faceless Masses: Intentionally used to show the fact that this world is an illusion in a witch's barrier.
    • Oddly enough, Nakazawa, that one poor guy who keeps getting called on by their teacher, is the only character completely irrelevant to the plot of the series as a whole to retain his face.
      • Actually, it's foreshadowing: that scene happens at the beginning of the movie, while the masquerade of the witch barrier is still intact, and everyone in the class had a face. The crowds start to be represented without a face after a month passes, just after Homura starts feeling that something is wrong, marking the first cracks in her self-inflicted illusion.
      • Also, it happens after about a month passes. The cycles in the original anime usually lasted about a month long...
  • Fanservice: The movie contains many, many elements found in fan works and fanon (see the Affectionate Parody and Deconstruction entries above), most notably that of the five puella magi living a happy life together, along with Bebe/Charlotte being a team pet and Kyubey being harmless and cuddly, and stuffs in a lot of Ship Tease. There's also quite a bit of the typical male gaze fanservice, though the girls still retain their magic skirts, except maybe Sayaka: Mami's breasts get lots of focus in certain shots — even taking up the whole screen a couple of times — and get comically exaggerated in others (mainly inbetween animation shots); Sayaka treats the audience to a few gratuitous up-skirt shots in her transformation sequence, among lots of crotch, rear and leg focus, and Kyoko's and Homura's also contain quite a bit of crotch and rear focus; then in during Homura's and Kyoko's conversation about going to Kazamino City, the audience is treated to a random shot of Kyoko's legs and crotch from under the table she's sitting at. All of which is somewhat weird and uncomfortable to view given that most of the characters are barely or still in their early teens (except Homura, albeit only mentally), and Madoka Magica doesn't usually indulge in such fanservice. Funnily enough, it's eventually revealed that this is all part of a Lotus-Eater Machine created by Homura, which is seen as either a jab or nod towards the fanbase, and from then the fanservice becomes less prominent as the movie picks up its serious, dark tone. Even so, we get introduced to Akuma Homura later on, who wears a very revealing outfit, and the final outcome of ending is practically many a fan's happy Everyone Lives ending come true, though deconstructed — see above for more details.
  • Fake-Out Opening: Of In Medias Res, from the beginning — "Hmmmm, Sayaka, Madoka and Kyoko are all going to school together? And we're being introduced to a glasses-wearing Homura who said she just woke up from the hospital? And what's this — all five magical girls are fighting together? Is this taking place in a past Episode 10 alternate timeline?" Nope, the film's a direct series continuation.
  • Fate Worse than Death: The Incubators are now forced to serve Akuma Homura, or else...
  • Five-Man Band: The girls form a very stereotypical one as the Puella Magi Holy Quintet, and continue their team dynamic later on in the movie; however, due to various revelations and character changes, their roles in the team change as well.
    • As the Puella Magi Holy Quintet:
    • During the Homulilly battle, with the absence of Homura and introduction of Nagisa:
      • The Leader: Sayaka, who has retained her memories from previous timelines and commands the good familiars.
      • The Lancer: Kyoko, who serves directly as Sayaka's backup upon her entry, but lacks the memories and powers from previous timelines to function as leader.
      • The Smart Guy and the Sixth Ranger: Nagisa, who has also retained her memories from previous timelines.
      • The Big Guy: Mami, whose usual leader position has been overtaken by Sayaka due to Sayaka's much greater knowledge and summoning powers. Oktavia can also count, if not as an extension of Sayaka.
      • The Heart: Madoka
  • Flat Character: Most of the characters, except Homura and Kyubey, lack most of the characterization that they are known for in the main series. Justified, since most of them have had their minds and memories altered in order to live their ideal lives, with many of their defining characteristics and backstory elements being erasednote . Others are playing along in order to fool Kyubeynote  or, in Madoka's case, entrusting their memories to Sayaka and Nagisa in order to fool Kyubey. And, since this is only a two-hour movie compared to the anime, there is less time anyway to expand on some of the characters.
  • Flanderization:
    • Unlike in the series, Kyoko's Big Eater tendencies are played for laughs and cuteness, and apples are now her Trademark Favorite Food rather than one of many. This is justified; Kyoko has been given Fake Memories.
    • Similarly, Hitomi acts shallow, whiny, and petty, similar to how some fans portray her (though to be fair, the dialogue hints that Kyosuke never spending time with her in favor of his violin practice is a very recurring problem: an entire month has passed between the time Madoka notes the relationship problems between the two and the point Hitomi actually succumbs to her Nightmare, and it's hinted to have been going on even longer than that. And she actually handled it with a good amount of maturity: she holds her temper, only venting after hanging up rather than bitch at him over the phone) This is justified for the same reasons as Kyoko, and it also shows just how utterly ridiculous this fan portrayal is.
    • Homura is debatably this. She is now fixated on Madoka to the point that she loses her sanity, kidnaps and brainwashes most of the cast and later becomes a God of Evil due to her love for her. Whether this is in character, how much of this is intentional, and whether at least some part of it is Homura acting, depends on how you view Homura, and how much you've been paying attention to the movie (see Foreshadowing).
  • Foreshadowing:
    • The opening. The girls are all having fun, happy times, playing and generally being cheerful. Then Madoka reaches a hand out to Homura, and as Homura reaches back for her, Madoka turns into sand. Homura falls into despair, kneeling and crying, as the other Puella Magi dance happily (and possibly unaware) around her. And then a black-winged silhouette bursts from Homura's shadow...
    • Take a look at the full lyrics of Colorful.
      We laugh together in the cycling time, yet we hold different thoughts
      So let's start again from scratch
      If I reach out my hand and grab yours
      to keep the fleeting miracle that I reached from collapsing
      Look, you'll stay by my side forever...
      • Not to mention that part where it says "You touched my heart and it shined, turning so colorful". At the end of the movie, Homura's Soul Gem does indeed turn colorful.
    • Kazuko's discussion about the end of the world approaching. She mentions several ways it might happen. The "world" ends when Homura's labyrinth collapses, then the whole universe ends when Homura takes control of it, and she mentions to Sayaka that she may destroy it a third time.
    • Each Magical Girl has a different Leitmotif during their transformation sequence. Homura's is the odd one out, with a wind instrument being the most prominent intrument, rather than the violin that accompanies everyone else. It also sounds kind of sinister.
    • During the transformation sequence, each Magical Girl has a different dance motif. Homura's is ballet. The first Nightmare fought also likes to do ballet.
    • Against the first Nightmare, there are details that only Homura should know even after the series' finale; when the Nightmare charges through a door before the magical girls feed it, glimpse of environments from several Witch barriers (Patricia's blue sky and clotheslines might be the most glaring) seen in Homura's Origins Episode appear. Also, the left middle finger of the hands that control the Nightmare's movement is covered in some sort of sheath and at its base is a ring. The magical girls, including Homura, turn their Soul Gem into a ring on their left middle finger. In short, the Nightmare is controlled by a magical girl.
    • Against Hitomi's Nightmare, when Sayaka remarks that Kyosuke is such an ungrateful boyfriend and Kyoko calls her out for being surprisingly cynical, Sayaka says she learns from "experience". In fact, Sayaka in general is a giant foreshadowing; she's calmer and wiser, also carrying herself with confidence and experience that she doesn't possess in the series with none of the angst. She's one of Ultimate Madoka's heralds that came after being ushered by the Law of Cycles, possessing knowledge of pre-Madoka's wish universe.
    • After Hitomi's Nightmare, all the non-named characters are rendered without a face, while at the beginning everyone had one. The fact the shift (marking the first cracks in the illusion) happens only after Homura starts feeling that something isn't right is the first hint that she's somehow connected to said illusionary world, and later that she's the witch generating the barrier.
    • When Homura convinces Kyoko to test her theory by checking Kazamino, in the background there are girls in funeral garb sitting around a street musician in the usual Witch-like cardboard cut-out style. Not only it's a sign that the story takes place inside a Witch barrier, those girls are Homulilly's elite familiars. Their behaviors are mirroring Homura's state of mind, and most of Homura's true intentions in the ending are coming from them.
    • In the tea party in Mami's house before Homura and Mami have a violent confrontation, when Mami walks to the kitchen to make more tea, you can see her yellow ribbon trailing behind her when she walks behind Homura.
    • Pay close to attention to what Bebe says - not the subtitles, but the actual sounds she's making - when Homura begins to interrogate her. She clearly starts saying "Kyubey".
    • After Homura monologuing her dislike of Mami's Stepford Smiler tendency to hide her fragile mind, and by proxy becomes an obstacle to her mission of saving Madoka, Bebe pleads to her to stop holding her grudge, instead of being clueless like she usually is. Like Sayaka, Bebe - or Nagisa, to be precise - is another of Ultimate Madoka's heralds.
    • Homura's familiars can be heard chanting "Gott ist tot!", a quote from Friedrich Nietzsche about how humanity killed god and has to become god thyself. Cue the end of the movie...
    • Included in the runes, naturally. Not only are the Nightmares' backgrounds full of ballerinas, their accompanying runes spell out Homulilly as this world's creator. During the Transformation Sequence, Homura's runes don't spell out her name, but instead her pleas for death.
    • invokedThe Cake Song. A sweet dream begins when Madoka is split, like a melon. More details on the Fridge page under Fridge Brilliance.
    • Pay very close attention to Homura's conversation with Madoka in the flower field. No, Homura is not upset Madoka cares about other people. Homura is upset to find Madoka never would want to sacrifice herself the way she did at the end of the anime. In fact, she changes her mind about accepting Madoka's sacrifice, which leads to the events at the end of the movie.
  • Funny Background Event:
    • The background ballerinas accompanying Nightmare Hitomi keep channeling her frustration by sparring each other.
    • Kyoko makes a happy dance when Mami invites everyone for tea and cake.
    • Somewhere between funny and unsettling, the new drinking cups that keep appearing on the table between Homura and Kyoko. It's just as possible Kyoko has been continually chugging through their conversation or the nearby, whispering Clara Dolls are trying to keep them pacified.
    • Mami's upgraded Tiro Finale is so massive, not only does the mountainous fruit parfait piled on the cannon go flying, poor Nagisa ends up getting tossed by the blast: when next you see her she has her Bebe face on, with a dazed, googly-eyed expression.
  • Gainax Ending: It's a bit of a mixed bag. On the one hand it's pretty clear what Homura has done - she's changed the universe so that Madoka, Sayaka, Kyoko, Mami and Nagisa would have better lives and second chances. On the other hand there's a lot left ambiguous. What else has Homura changed? Do magical girls still exist? What is Homura planning? Was she right in her actions? And what was going on with The Stinger?
  • Genre Savvy: Homura, of course, but Kyoko to a lesser extent. To explain: the movie starts out in a Lighter and Softer Mitakihara where Homura is her Moemura self, Kyoko goes to school, and all five Puella Magi fight as a Five-Man Band with Kyubey and Bebe as mascots. Homura knows that something's up with this, and that Kyoko differs the most from her main series self. Homura therefore persuades Kyoko to take her to her old hometown, which they are unable to reach by bus or by foot. Both of them conclude that they're being trapped. While Homura is the main progenitor, Kyoko deserves credit too for going against what would presumably be her nature as a brainwashed victim of the fake Mitakihara.
    • At the same time, it's actually a subversion because Homura makes a lot of really bad decisions. See Could Have Avoided This Plot. Sayaka actually lectures Homura for some of her bad decisions, and even Homura admits that she could have figured out the truth earlier if she just stopped to think about it. On the other hand, Homura was arguably sabotaging herself since she's the Tomato in the Mirror that had subconsciously trapped everyone.
  • God of Evil: Homura, by the end.
  • Gone Horribly Right: Kyubey wanted to see what would happen if he turned Homura into a Witch. He got more than he bargained for. Way more.
  • Gratuitous German: For those who care to decode the magical runes.
  • Gun Fu/Gun Kata: The glorious battle between Homura and Mami. Or rather, the glorious battle between Homura and a Doppelgänger of Mami, made entirely of Mami's ribbons.
  • Hannibal Lecture: Kyubey gives one to Homura. It wasn't a good idea.
  • Happy Ending Override: Probably. Though Homura has stopped Kyubey and the Incubators from doing any other harm, and brought everyone back to life, normal and happy once more; she has effectively become a Buddhist-esque version of Lucifer, creating a new universe and imprisoning Madoka within it while suppressing Madoka's goddess powers. What changes she's made to the new universe and magical girl system are unknown or left ambiguous.
  • Happy Dance:
    • Homura does one in The Stinger. Not far from her lies a severely wounded Kyubey, heavily breathing and with clouded eyes.
    • Kyoko does one at the prospect of tea and cake.
  • Headbutt of Love: Sayaka to Madoka, before Madoka goes to pick up Homura. Madoka also does a similar bump to Homura in the OP.
  • Heel-Face Turn: Charlotte, or Bebe here. Not only does she play the role of the mascot, but she's also integral in the fight against Nightmare Hitomi. And then she turns out to be Nagisa, a Puella Magi and a herald of Ultimate Madoka, helping to assist Madoka in fighting against Kyubey. Impressive for a one-episode One-Scene Wonder Knight of Cerebus.
    • It's an unusual use of the trope, but Sayaka, being a herald of Ultimate Madoka, gets the ability to use her Oktavia von Seckendorff powers and summons the Witch as something like a Guardian Entity, essentially having her Super-Powered Evil Side get a Heel-Face Turn.
  • Here We Go Again: After the opening credits, we get the latest version of Homura's classroom introduction. The ending Book Ends it with yet another variation using Madoka.
  • Hijacked by Ganon: Repeatedly. At first, the crew battles "Nightmares," which didn't exist in the series. In reality, they're all in Homura's Witch labyrinth due to yet another Incubator scheme. And by the end, Homura has regained the dubiously antagonistic status she had in the beginning of the series.
    • Subverted by Nagisa/Charlotte, Homura's first suspect in the Witch hunt. She is a Witch, but she's one of the good guys this time.
  • Hijacking Cthulhu: By the end of the movie, Homura is in complete control of the Incubator infrastructure. It can be said that the hijacker is also a Cthulhu herself.
  • Hoist by His Own Petard: Kyubey, you really had it coming.
  • Holding Hands: Sayaka and Kyouko do this during the Homulily fight.
  • Hope Spot: After the Incubator seal breaks up and Madoka contacts her, Homulilly's tree-like brain blossoms into a beautiful sakura tree, anticipating her imminent salvation and the safe happy ending. Then everything turns from bad to worse.
  • Hourglass Plot: In a disconnected sort of way. By the end, Homura has become the Devil, and Madoka has become a meek transfer student, just like "Moemura" in both the beginning of the movie and the first timeline of the anime.
  • Humans Are Cthulhu: Let's break it down: The Incubators have great powers but don't really comprehend human emotions, the source of magic and their major fuel source for ending entropy. The Incubators are aliens beyond human comprehension, but are themselves toying around with something beyond THEIR comprehension. Madoka becoming an intangible god was bad enough but Homura turning into an all-too-real devil to rewrite the universe using the power of love pretty much blows their minds. Kyubey says "Human emotions are too dangerous!" in the closest he's come to an emotional breakdown, and if they had no concept of terror before (due to their infinite respawn abilities) they certainly do now, as Homura has infinite power to crush their infinite bodies.
  • Hypocrite: Homura tells Kyoko to stay low and keep quiet, as to not draw the attention of the witch and her familiars... and then proceeds to take apart her glasses and braids in a very dramatic show.
  • I Know You Are In There Somewhere Fight: The girl's fight with Homulilly. They don't actually try to attack her; instead they hold off her familiars and attacks while they try to bust through her barrier and Kyubey's isolation field. It works. But whether it worked exactly as it was supposed to is up to debate. Earlier, the girls defeat Hitomi's Nightmare in the same manner, with Sayaka calming her down.
  • Innocent Cohabitation: With the escalating Ho Yay between them, Kyoko living with Sayaka counts as a same-gender example.
  • Insert Song: When the Puella Magi Holy Quintet begin engaging Homulilly, misterioso (Mysterious) plays.
  • Ironic Echo: When Madoka made her wish, Kyubey asks if she intends to become a god; she replies by saying she doesn't care what she becomes, as long as her wish gets granted. Homura says she doesn't care what form she takes, just before she ascends to become Akuma Homura.
  • Ironic Hell: For the Incubators in the end — they are subjected to the despair and tragedy they created — and arguably for Homura, who finally gained the power to protect Madoka, but seemingly didn't want to acquire this power in such a sadistic and selfish way.
  • Irony: In the middle of the movie Homura mentally berates the unknown person who trapped the magical girls in her witch barrier. She thinks that the magical girl responsible abandoned her duty to fight wraiths out of weakness, and is making a farce out of Madoka's sacrifice. She even says This Is Unforgivable twice. Soon after, Homura learns that she was the witch all along. Then again, Homura never liked herself very much... Incidentally, this is also the scene where there are girls throwing tomatoes while shouting "Gott ist tot!" and it's suggested they're throwing them at a picture of Ultimate Madoka, and/or Homura herself. The implication is that Homura resents Madoka's sacrifice despite talking about how important it was, and regrets letting her do it even though she tries to destroy herself to prevent Kyubey from undoing it.
    • Earlier there's a scene where Sayaka asks Homura if the witch who created the Lotus-Eater Machine is such a bad person for wanting to create a world where the five magical girls can be happy. When Homura actually creates this world at the end of the movie, Sayaka is furious.
    • Homura has a moment as she reflects rather condecendingly on the Mami that she knows: always putting on a strong front and pushing herself harder than she should to make up for her crippling loneliness and personal issues. She fights Mami immediately afterwards, and gets her head handed to her: Mami doesn't HAVE those issues in the illusory world.
  • Jigsaw Puzzle Plot: Even though it doesn't look like it, there's quite a bit of puzzle pieces floating around...and the show expects the viewers to put them together afterward.
  • Journey to the Center of the Mind: One might say this is one of the tricks the movie plays on the viewers. Homura's quest to break out from the Witch's barrier ends in the realization that she is the Witch in question. This reveals that Homura's journey to find the truth was actually a journey through her own subconscious. Normally, a journey like this leads to the character finding some great insight about themselves that gives them a positive Character Development. Indeed, Homura does learn a great insight about herself... but that insight is that she can't accept Madoka's sacrifice, and would do anything to undo it. This leads to a negative Character Development where Homura accepts her true desire and works to make it a reality.
  • Kick the Dog: Kyubey to Homura. He gets a suitable punishment for it later.
  • Kick the Son of a Bitch: Hands up who thought Kyubey and his fellow Incubators fully deserved that.
  • Knight of Cerebus: Surprisingly, Homura is this despite acting as a heroic character at first. As soon as she takes off her glasses and adopts her Badass Anti-Hero persona, the movie's tone shifts dramatically and slowly starts its descent downhill.
  • Laser-Guided Amnesia: Kyoko and Mami in the dream world, with Sayaka and Nagisa playing along to fool Kyubey. In the new universe at the end, Akuma Homura does this to everyone; including Sayaka and Madoka. It happens slowly for Sayaka, and Akuma Homura implies it will fade into Wistful Amnesia. Madoka also seems "normal"... but then her eyes turn gold. Akuma Homura quickly puts a stop to it.
  • Late-Arrival Spoiler: In addition to promo blurbs spoiling the anime's ending, a blu-ray trailer released while the movie was still playing in Japan blatantly reveals the big twist at the end of the movie (Homura turning on Madoka and becoming a demon).
    • Not to mention this being splashed all over all the magazines and official art now.
  • Leaning on the Fourth Wall: Mami actually hums "Credens Justitiam" at one point.
  • Leitmotif: Each magical girl preserves her own theme song; most notably, they all are given a Theme Music Power-Up in the Transformation Sequence, turning originally somber themes like Sayaka's "Decretum" and originally darker themes like Kyoko's "Anima Mala" into something more soaring and triumphant.
  • Left Hanging: See Sequel Hook.
  • Lighter and Softer: It's easy to cite the first half as thus, and for good reason, but arguably the entire movie is lighter and softer. While the second half starting from the reveal that the world is a Lotus-Eater Machine isn't what one could call light-hearted, and has more than its fair share of Tear Jerkers and Nightmare Fuel, it never hits the level of 'miserably hopeless' that the anime did. Just compare the fight against Walpurgis and the fight against Homulily. While Walpurgis had a lone Magical Girl fighting what everyone more or less knew was a hopeless battle, complete with ominous, downbeat music, Homulily is on the receiving end of what could almost be called a Curb-Stomp Battle by multiple Magical Girls working in sync, with upbeat, triumphant music. For a moment, it looked as if the only one to die in the movie would be Homura, and while her death would have landed the story a Bittersweet Ending, she would have ascended to Heaven with Madoka had it played out as intended: a much better fate than turning into a witch. And while the morality of Akuma Homura's actions are ambiguous at best, it's hard to argue with all the characters PLUS Nagisa alive and well and the previously-untouchable Kyubey reduced to a quivering wreck. It actually makes a bit of sense the more one thinks about it: unlike the anime, in the movie the good guys have the Anthropomorphic Personification of Hope backing them up.
  • Lotus-Eater Machine:
    • Most of the movie takes place inside Homura's Mental World, facilitated by Kyubey and his fellow Incubators. Mami and Kyoko are real, however, as Homura's imaginary world is a Witch Barrier. Additionally, Madoka, Sayaka and Nagisa—the latter two being dead magical girls (Ultimate Madoka's heralds) Madoka brought along as backup—also entered this world to help Homura. According to Kyubey, those who get sucked into this world get to live the lives they longed for, hence the Lighter and Softer Fake-Out Opening.
      • The fact that Homura's barrier contains varying kinds of fanservice suggests that it is a Lotus Eater Machine for the fans as well.
    • The world Homura creates at the end of the movie, despite being "real", is suggested to be one of these—at least in the Buddhist sense. Emphasized by the runes that appear before the credits; they translate to "Who is dreaming?" (Although in the home video release this was changed to "Who has dreamt?")
  • Love Makes You Evil: Homura's love for Madoka drives her to basically become the devil.
  • Mayan Doomsday: The subject of one of Kazuko's rants.
  • Memory Gambit: Ultimate Madoka entrusts her memories to Sayaka and Nagisa in order to fly under Kyubey's radar, as the trio carry out their mission to save Homura. She succeeds.
    • Transferable Memory: Later, Madoka's memories (and goddess powers) are separated from her person by Homura in order to imprison her.
  • Mental World: The peaceful, happy Mitakihara is actually all a dream of a comatose Homura, thanks to Kyubey's meddling.
  • Mentor Mascot: Kyubey has become this. He's cute, he's cuddly, he's helpful and he cares about the girls. It's all part of the act.
  • Million Mook March: The Homu-army.
  • Mind Rape: It's suggested Homura does this to Kyubey in The Stinger.
  • Mind Screw: Even bigger than the series itself.
  • Mood Whiplash: As described above in Foreshadowing, the opening. Starts off light, happy and fluffy, and then Homura falls into despair, turning the opening depressing and foreboding.
  • The Movie: The final part of the trilogy of movies.
  • Mythology Gag
    • It is implied that Mami makes everyone call their attacks in battle.
    • Kyoko came from a neighboring town Kasamino/Kazamino, which only named from side materials. The town is consistently said to be a small town scarce of prey, the main reason why Kyoko moves in to Mitakihara.
    • Mami's pose at the end of her Transformation Sequence is the same as her Wave swimsuit figure, except one arm. It may also be a Shout-Out to fellow Magical Girl Warrior Sailor Mars.
    • Kyoko has yet to use Rosso Fantasma in animated format, but her transformation sequence does create hypnotic duplicates of herself.
    • Homulilly wears the record player witch hat from her first design in Madoka Portable, but she soon discards it.
    • An All There in the Manual interview reveals that one of Madoka's least favorite subjects is English. In the new world created at the end of the movie, Madoka was living in America for three years.
  • Never Trust a Trailer: An early trailer showed Homura putting a gun to her head. This was topped when a later trailer showed Homura breaking her own Soul Gem in her mouth. The first instance was a fake out, while the second was even less trustworthy. The scene in the trailer showed Homura's Soul Gem colored purple, but when that scene happens in the movie proper the Soul Gem is... tripping colors. This was probably to hide the context of the scene, where Homura becomes the devil itself.
  • Nice Job Breaking It, Hero
    • You just had to tell your Sufficiently Advanced Alien Archenemy about the Witches, especially when he says that he'd rather have the Witches than the Wraiths, didn't you Homura? Possibly Averted if Kyuubey can read minds (he is telepathic), and knew already.
    • If only the other Puella Magi hadn't saved Homura from her Witch form Homulilly, and killed her like she wanted, then Homura wouldn't have had to force her hand and take over Ultimate Madoka in the ending.
  • Nice Job Fixing It, Villain: Oh, Kyubey... you almost feel sorry for him by this point. The movie makes it twice that he's ended up shooting himself in the foot, and this time makes Madoka's Wishplosion from the anime look like a mere slap on the wrist!
  • Not Quite Saved Enough: Played with.
    • In case of Madoka: Homura's mission is to save Madoka from being manipulated by the Incubators. While Madoka has become an abstract concept and thus out of the Incubators' reach, she must interact with magical girls to save their soul. During the events of the movie, Homura learns that the Incubators might figure out how to trap Madoka the concept and exploit her again, and she comes to believe Madoka is not actually happy with being a magical girl messiah. She then takes drastic measures to make sure Madoka is saved for all eternity. This includes hijacking the Incubators and damning herself from Madoka's grace. If she has to keep being the Devil/the Mara/the Demiurge forever, so be it.
    • In case of Homura: Knowing that the Incubators are trying to exploit Homura's dying to trap her, Madoka goes with her heralds to manipulate events inside Homura's mental world to avoid Incubators' trap while still saving Homura. They succeed, but they certainly don't expect Homura of all person to hijack the proceeding...
  • Not Using the Z Word: Inverted. The girls had always been "magical girls," but this movie is the first time someone in the show has actually spoken the words "puella magi." Probably a gentle nudge at the fanbase.
  • Nothing Is the Same Anymore: Where do we start? Homura overthrows Ultimate Madoka, changes her into a normal schoolgirl again, then rewrites the universe and forces the Incubators to do her bidding.
  • Obfuscating Stupidity: Both Kyubey and Bebe act like cute little simple-minded pets, for different reasons in order to avoid looking suspicious in the happy-sappy dream world. Due to how distractingly different he acts, it's easy to miss that Kyubey is sticking to Madoka like glue. Likewise, Bebe snarling at him blends in with all her other random, simple-minded actions.
    • When Homura asks Mami about when Bebe came to her, Bebe is worried. This is also the first time the movie has a full-screen close-up of Kyubey to show he is listening.
  • Obsession Song: "Kimi no Gin no Niwa" (Your Silver Garden) is simultaneously full of I Have You Now, My Pretty and I Did What I Had to Do. A perfect expression of Homura's feelings and how she can't truly be happy knowing her victory came at the expense of Madoka's own freedom.
  • Offscreen Afterlife: None of the deceased characters remember what it's like in Madoka's Magical Girl valhalla. This is due to Akuma Homura's machination in the new world. Well, it's not like said characters talk about the afterlife prior to that anyway.
  • Oh Crap: TONS.
    • An amusing example when Hitomi's Nightmare starts throwing off huge cartoon sweat drops as the Cake Song nears its end and it realizes it's about to be defeated.
    • Homura has Mami dead to rights after their battle, and decides to shoot her in the leg to incapacitate her. She does so, and 'Mami' explodes in a tornado of ribbons. Homura has enough time to panic and fire uselessly into them before she's bound head to foot.
    • Sayaka throws Homura off guard by quickly turning around to face her, interrupting her own monologue, and jamming her sword into her buckler to prevent her from stopping time. Homura looks truly fearful when she sees that Sayaka has her completely defenseless.
    • A tremendous one from Homura when Madoka tells her that she would never want to hurt her friends by leaving them behind. Up to this point, Homura was honoring her friend's sacrifice because she believed it made Madoka happy, though she herself was not entirely okay with it: as long as Madoka was happy, Homura would be content. With this revelation, Homura realizes that she completely and utterly failed in her mission, and as far as she could tell there was nothing she could do about it. The look on her face is gutwrenching.
    • Kyubey sees his entire plan going awry thanks to Homura and is terrified. And for him, it only goes worse from here...
    • Ultimate Madoka herself as she realizes what's about to happen to her courtesy of Homura.
    • Sayaka gets one when Akuma Homura erases Oktavia, her ace in the hole, along with all her memories, by simply clapping her hands.
  • Our Angels Are Different: Although not explicitly stated, this is basically what Sayaka and Nagisa are for Ultimate Madoka, and it's implied this is true for every magical girl taken by the Law of Cycles.
  • Out-of-Genre Experience: The opening puts all the characters in a straight Magical Girl Warrior series. The five girls proclaim themselves to be the "Puella Magi Holy Quintet" in Gratuitous English, Kyubey talks in Pokémon Speak, and Charlotte has become another mascot the characters call Bebe (though she still has use of her caterpillar form, making her as deadly as ever). Although all the girls and Bebe (who is actually Nagisa) are real, this all happens inside Homura's dream world within her Soul Gem, and sets the real events of the movie into motion.
  • Pet the Dog: Even after Akuma Homura rebuilds the universe, erases everyone's memories and does offensive things to spite her former friendsnote , she has Kyoko go to school again, just as she did in the fake universe. And like in the fake universe, Kyoko isn't as grumpy or cynical as she was in the original series, even after her Heel-Face Turn. She also restores Nagisa to life and arranges Mami to meet her so Mami can have a companion. Finally, she is able to uphold Sayaka's wish, allowing Kyosuke to keep his healed hand like Sayaka wanted, while Sayaka herself is restored to life. All this is in everyone's best interests, Akuma Homura's included (her motive is to keep them from rebelling against her new system).
  • Physical God: Homura becomes this at the end of the movie. Unlike Ultimate Madoka, she continues to exist, and watches over her new world in the guise of a human being.
  • The Plan: Kidnap a depressed girl. Lure her friend, the goddess, to save the girl. Kidnap the goddess. Bring back the good old system. Harvest more energy than ever before. What Could Possibly Go Wrong? EVERYTHING.
  • Platonic Cave: Homura's entire barrier is essentially this. The new world she creates could be considered one as well.
  • Pokémon Speak: Kyubey can only say "Kyu", because he's Obfuscating Stupidity.
  • Poor Communication Kills: Oh ye gods. Homura's decision to undo Madoka's sacrifice comes from her misunderstanding what she means when she says she would never want to be apart from everyone she loves. Ultimate Madoka isn't apart from everyone she loves, they just can't see her unless they join her in her magical girl Valhalla, but Homura takes it to mean that Madoka didn't want to make that sacrifice in the first place. On the other hand, during the end of the anime when Homura asked Madoka if she was alright with being forgotten about, Madoka never really answered yes or no. Also, Madoka's speech in the flower field can be interpreted as not wanting to hurt anyone by abandoning them. After all, she's with them, but they aren't with her. Basically, there's a bit of ambiguity here.
  • Posthumous Character: Madoka and Sayaka, having moved on in the anime itself - their coming back from the dead in the movie is one of the main mysteries in the story. And it turns out that Nagisa, disguised as Bebe, is one also.
  • The Power of Love: A deconstruction as it is what corrupts Homura's soul gem and turns her into a Goddess of Evil.
  • Pretty Little Headshots: Averted. Homura creates a frozen cloud of chunky salsa from shooting herself in the head.
  • Protagonist Journey to Villain: The movie pretty much turns the entire series into this for none other than Homura.
    • One interpretation is that Homura was always opposing Madoka, even throughout the anime. Certainly, Homura opposed Madoka's desire to be a magical girl, and was willing to keep Madoka from making choices that would make her unhappy. The end of Rebellion simply takes this to the extreme.
  • Psycho Lesbian
    • Homura's deep devotion to Madoka drives her to become the devil itself... using The Power of Love.
    • Inverted for Sayaka, who has none of the emotional issues she had in the anime, and has mass amounts of Ship Tease with Kyoko, with their relationship becoming more healthy and friendly. The same also goes for Kyoko herself, since she's kinder, less savage and less sadistic than in the anime.
  • Pull the Thread: Homura noticing minor, inconsistent details and investigating them is what begins her process of discovering the Lotus-Eater Machine nature of the fake Mitakihara.
  • Recurring Riff: "Mada Dame Yo"note , the song that plays at the beginning when the magical girls feed the Nightmare. Variations of the theme can be heard at several points the movie including The Stinger.
    • Dark Reprise: An sinister accordion based version of the theme plays when Homulilly begins her march through the city.
  • Red Herring
    • Despite all the pre-release hype surrounding the Nightmares, they aren't the true villains - they're simply Witch-like creatures that live within Homura's dream world.
    • Homura mistook Bebe for being the string-puller behind the fake world—actually a Witch's barrier—as the latter resembles Charlotte, a Witch.
    • In fact, deception is one of the major themes of the movie. For example, Mami deceives Homura with a ribbon duplicate, Sayaka and Nagisa spend the movie deceiving Kyubey, Homura is deceiving herself by being unaware she's in her own barrier, Kyubey is trying to deceive everyone else, and so on. It only makes sense that the biggest deceptions are the ones played on the viewer.
  • Ridiculously Cute Critter: Unlike in the series, both Kyubey and Bebe act just as cute and friendly as they look. Guess which one's evil and which one's good. Kyubey's evil, as always, while Bebe is actually Nagisa, and is good.]
  • The Reveal: Kyubey is back to his old tricks. The movie takes place in Homura's Witch barrier, with primarily brainwashed characters sucked into the Soul Gem by Homura's subconscious, and is attempting to bring back the old Witch system of the anime.
  • Rule of Three
    Homura: "There are three people here that should not exist. The first is the witch who created this labyrinth. The second is Bebe, who remains in the form of a witch. And the third, you, who remembers the existence of witches. Who are you? Are you really Sayaka Miki?"
  • Satanic Archetype: As noted in the Whole Plot Reference section, Homura fits the bill pretty strongly, but takes after Mara and/or the Demiurge more than she does Lucifer.
  • School Uniforms are the New Black: While most of the main cast plays this straight (just like in the series), Kyoko subverts this by changing back into her casual outfit later on in the movie after discovering the true nature of fake world, and Nagisa completely averts the trope.
  • Screw This, I'm Outta Here!: Oh Kyubey, if only you decided that humans emotions are way too dangerous for you to manipulate a bit earlier. Now you are forced to serve a Physical God who hates you wholeheartedly.
  • Secondary Character Title: Though Madoka is still an important and pivotal character in the movie, Rebellion is clearly Homura's story this time around.
  • Sekaikei Genre: Reality itself is rewritten several times as a result of Madoka and Homura's relationship.
  • Sequel Hook: As with the anime's ending, the ending is open-ended enough to lead to any kind of continuation—possibly even more so, since it's significantly more ambiguous, and multiple characters either don't want or don't expect it to really end like this.
  • "Silly Me" Gesture: Madoka does this (minus the tongue) when Mami admonishes the group for fighting too recklessly.
  • Slasher Smile: Homura has become a master of this, especially by the end of the film. Kyoko also pulls a couple at times.
  • Shaggy Dog Story: Well... kind of. One one hand pretty much all of the important events of the series, the deaths, Sayaka's contract, Madoka's wish, and the like have all been rendered null by the end of the movie: it's right back to the beginning of the month, everyone is alive, Madoka is a normal highschool student and its even implied that Sayaka isn't a Magical Girl anymore either. On the other hand, there ARE some key changes: Madoka is the transfer student instead of Homura, Sayaka doesn't even KNOW Madoka anymore, Homura is some manner of super-powerful being never before seen, Kyubey has pretty much been rendered toothless, the Witches appear to be gone for good, and a new character has been brought back from the dead entirely and apparently added to the crew: Nagisa, shown hanging out with Mami at the end.
  • Shout-Out:
    • All There in the Manual shows that Homulilly and her familiars reference The Nutcracker, of all things.
    • The "Puella Magi Holy Quintet" references the "Magica Quartet" used as a codename for the main creators.
    • At one point Homura shouts "Release!" when stopping time.
    • Akuma Homura's Slasher Smile looks very similar to a certain popular demon's.
    • Ultimate Madoka's descendance to collect Homura's soul, alongside her heralds Sayaka and Nagisa in a charriot reminds you of Beatrice's, in orden to meet Dante in Terrenal Paradise and escort him and guide him to Heaven.
  • Soundtrack Dissonance: Akuma Homura's Transformation Sequence has a theme that's a bit too upbeat for someone declaring herself a demon.
  • The Stinger: A bit of a strange one. Homura is seen dancing in a field, with Kyubey in a heavily weakened and beaten state. He also looks like he's been Mind Raped.
  • Subverted Kids Show: The opening is essentially an episode of a children's magical girl show played straight, with a few tip-offs to the viewer here and there and much of the Lighter and Softer elements consisting of Fanservice.
  • Summon Magic / Guardian Entity
    • Sayaka now can summon Oktavia to do her bidding. After coming back to life thanks to Homura at the end of the movie, she tries to do it again, but Akuma Homura erases both the Witch and Sayaka's memories.
    • During the climactic battle Sayaka and Nagisa summon an entire army of familiars borrowed from the other Witches. The Anthonies are wearing the fins/scales of Oktavia rather than Gertrud's butterfly wings.
  • Super Loser: Even the runes state that Homulilly is a "good-for-nothing" and a "laughing stock".
  • Super Mode / Voluntary Shapeshifting: Nagisa appears to be capable of doing this using Charlotte, manifesting her face and gaining the ability to, what else, devour her opponents.
  • Take a Third Option: During the movie, Homura realizes that the world she is in is an illusion, which she can't accept. But during her attempt to break out of the illusion, she discovers that she can't accept the reality outside it either. So just when everyone thinks everything will be finally all right, Homura decides to fix reality the way she wants and becomes the God of Evil Akuma Homura, imprisoning Madoka and suppressing her goddess powers with a really creepy smile on her face.
  • Take That, Audience!: The entire Out-of-Genre Experience can be read as a Neon Genesis Evangelion-esque attack on the fanbase, given how similar it seems to many, many Fan Works. The attack comes from the fact that the whole thing is both completely ridiculous and utterly fake (since it's really an illusion created by a witch). The ending of the movie almost seems to be a deconstruction of Fix Fics that try to create a happier ending for the original anime.
  • Team Spirit: Instead of fighting solo, all girls fight Nightmares together in perfect synchronization. Later on, they do the same to save Homura from killing herself.
    • Keep in mind that the five magical girls were deliberately never shown fighting together in the anime; they never even appeared on screen at the same time (except in later versions of the Title Sequence).
  • Technicolor Eyes
    • Even with some of the girls' already strange eye colours, the new Puella Magi Nagisa has eyes that seem to be yellow on the inside and red on the outside.
    • Hitomi has yellow and green eyes in her incompletely restored, blob-like state after becoming a Nightmare.
  • Thou Shalt Not Kill: They may have mercy-killed friends in other timelines, but neither Mami nor Homura can stomach dealing fatal injuries outside those circumstances. Even as enemies emptying a munitions factory at each other, they will sooner give up advantages than go down that road.
  • Time Stands Still: As Homura and Mami battle, causing their bullets to freeze in the air after a short distance. The effect is similar to Bullet Time except all the ammunition continuously accumulates into ornate patterns.
  • 'Tis Only a Bullet in the Brain: Homura's Batman Gambit to release herself from Mami's ribbon is to shoot herself in the head. Of course, since the magical girls in this series can survive anything as long as their Soul Gem is unharmed, Homura's only on her knees and panting for several seconds before being able to move around properly again.
  • Token Mini-Moe: Nagisa, who is still in elementary school, unlike her middle school-aged companions.
  • Took a Level in Badass
    • Mami. She's capable of fighting on par with Homura, and she's added a couple of new guns to her arsenal: pistols and what looks like a sawed-off shotgun. What is more, she's able to make a fully living and fighting copy of herself, from her ribbons. When the copy is damaged, it bursts in a mass of ribbons which trap the opponent. Homura learned this the hard way.
    • Sayaka also seems to have gained a lot of experience and is less brash than she used to be, mainly because she retains her memories of her past timeline selves. She even anticipates and prevents Homura from freezing time. She's also packing a new Summon Magic: her Witch form, Oktavia von Seckendorff.
    • By the end, Homura is the God of the new world.
  • Took a Level in Kindness
    • Kyoko now acts like a typical (albeit slackerish) schoolgirl, and is good pals with Madoka and Sayaka, which is the result of getting brainwashed by the imaginary world. However, she reverts back to her more selfish and vicious self, like in the anime, after finding out that the true nature of the fake world. After Akuma Homura rebuilds the universe, Kyoko goes to school again and as a result, is her kinder self and is unlikely to revert.
    • Charlotte the Dessert Witch, who is now Mami's adorable pet Bebe, and helpful in battle. Mainly because she turns out to be a magical girl in disguise.
  • Trademark Favorite Food
    • The majority of the scenes with Bebe has her eating cheese, asking for cheese or chewing on something yellow she thought was cheese. She's also visibly excited at Mami's joke that if Bebe keeps eating that much, she'll turn into cheese herself! This continues into her human form.
    • Apples for Kyoko.
  • Trailers Always Spoil: The appearance of Nagisa Momoe is treated by the film as a big surprise. Not to mention the number of blatant hints that she was Charlotte.
  • Transformation Sequence: All girls have their own, based on different dance styles. The show portrays this as a big deal, and it kind of is - this is the first time we see all five magical girls transform at once.
  • Two-Part Trilogy: An inversion. The first two films were a theatrical adaptation of the tv series. This film is a sequel to the series.
  • The Unintelligible
    • Bebe. Luckily we have two sets of subtitles to translate what she's saying: normal ones on the bottom of the screen, and a constant stream of kanji in bubbles that spews from her mouth when she speaks.
    • Averted for Homulilly, who speaks intelligibly (and is the first Witch seen doing so, at that.)
  • Unusually Uninteresting Sight: Nobody questions Homura's removing of her glasses and braids, despite it being so incredibly obvious.
    • At one point, Homura's face is smeared with blood after the Homura versus Mami incident. She meets up with Madoka and tries to rub it off with her hands, but fails to clean her face off entirely. Madoka doesn't notice the blood at all.
  • Unwanted Rescue: Homura doesn't want to be saved and doing so has consequences. One of which is a second unwanted rescue on Madoka from her duties.
  • Viewers Are Geniuses: Needless to say, the film trusts that the audience pays attention to the dialogue and allusions throughout the story, as it makes the ending much more understandable if they do.
  • Visual Pun: As the heroes finish cleansing the Nightmare from Hitomi, her mind is represented by a sickeningly cute amorphous head. In other words, a moeblob.
  • Weird Moon: Much like a lot of things in the world created by Homura, the moon is incomplete to signify she herself does not feel complete without Madoka's approval. It's shown to be only one half of what it used to be in the post-credits stinger.
  • Wistful Amnesia: In Akuma Homura's new world, she turns Sayaka into one of these. Madoka seems amnesiac from the beginning, but then her eyes flicker gold, before Akuma Homura puts a stop to that too.
  • Whole Plot Reference
    • As the series was littered with allusions to Faust, the film plays out like Paradise Lost but with Magical Girls.
    • The film roughly follows the same layout as the anime. It starts off light and fluffy, similar to a generic Magical Girl anime, then turns darker and grittier as the story goes on. Kyubey is revealed to be working behind the scenes; one of the Puella Magi has a progressing breakdown before turning into a witch herself, with the others gathering to attempt to save her from her state, though here this is combined with the arrival of "final boss" Witch—complete with a countdown. And at the end, a Puella Magi rises to goddess levels and overturns the previous system, creating a new one in its place, for better or worse.
  • Who's Laughing Now?: Homura, after showing Kyubey his place in her new universe. As her slave.
  • Wolverine Publicity: Walpurgisnacht got a themed soft drink for the movie, despite not even appearing in it (though one of her elephant familiars did appear at one point).
  • Wham Line: All from Homura.
    Homura: "I'm sure that this place is a Witch's barrier."
    Homura: "Since when did I become a Witch?"
    • And, of course, the game-changing line from the ending of the movie:
    Homura: "Finally...I caught you."
  • Wham Movie: The magnum opus of Wham in a series filled with them. Homura becomes a Demon, suppresses Madoka's powers, takes over the universe, gains control over the Incubators, resurrects everyone, traps Madoka in her personal utopia and tells her that unless she stops being so selfless and duty-following they'll become enemies. All in less than thirty minutes.
  • Wham Shot: During Homura's confrontation with Sayaka, Homura realizes that Sayaka shouldn't exist and asks who she is. Sayaka insists that she's exactly who Homura thinks she is. Cue the sky darkening and Oktavia appearing in the puddle they're standing on...
  • Yin-Yang Bomb: Being part of the Law of the Cycles, Sayaka and Nagisa, in addition to having magical girl powers, can also use their witch forms (the former by summoning Oktavia, the latter by turning into Charlotte.
  • Your Princess Is in Another Castle: After the Incubators' plan is thwarted and Ultimate Madoka is about to take Homura to heaven... Homura suddenly becomes the demonic Reality Warper Akuma Homura, upending Ultimate Madoka's universe and revoking her godhood (possibly only temporarily, however).
  • Zeppelins from Another World: One of many indications that something isn't right about Mitakihara.

So farewell hope, and with hope farewell fear. Farewell remorse; all good to me is lost. Evil, be thou my good.
Better to reign in Hell, than serve in Heaven.

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