Characters: Puella Magi Madoka Magica Kyubey And The Witches

aka: Puella Magi Madoka Magica 3
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Voiced by: Emiri Katou (JP), Cassandra Lee (EN), Inmaculada Villalonga (Spain)

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

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

  • Adorable Abomination: Given that he's a Starfish Alien with Blue and Orange Morality, reality-warping wish-granting powers, and Resurrective Immortality that involves eating his own corpse, yeah, he qualifies.
  • Aliens Are Bastards: Though they don't mean any malice, they'll still leave humans to die if they meet their quota. So much for the relationship being mutually beneficial.
  • Arch-Enemy: To Homura; They've been fighting for a long time.
  • Art Evolution: Kyubey's original design gave him large pupils instead of small red eyes.
  • Auto Cannibalism: Eats any body that dies; technically they're all himself.
  • Big Bad: The show's conflict begins and ends with him. Then Madoka rewrites reality and he doesn't have to be evil anymore, but that's at the very end of the series.
  • Blue and Orange Morality: He literally can not comprehend why humans would care if their souls have been ripped out of their bodies or not. In Episode 7, Homura states that "human values don't mean anything to it". Then in Episode 9 it reveals that "they", the heavily implied Hive Mind don't have any emotions, bizarre alien ones included. Indeed, emotion is considered to be a mental illness among his race.
  • Break Them by Talking: His usual tactic, typically employed against Madoka. It backfires, since he ends up giving her the necessary information to make her wish.
  • Bystander Syndrome: Something doesn't involve magical girls hunting Grief Seeds? Then Kyubey doesn't have an opinion on it.
    • Did you just throw away your friend's Soul Gem? I'd like to help you, but first let me explain why throwing that thing away is crazy.
    • A massive Witch has been born and will destroy the whole earth in a matter of days? Good luck fighting it, I just harvested enough energy to meet my planetary quota.
  • Catch Phrase: "Make a contract with me!"
  • Cats Are Mean: His form is highly ambiguous, but his body and the way he moves seem to invoke a cat-like imagery (possibly a ferret instead - see Weasel Mascot below), and the things he says and does... he may not think he's being cruel, but everyone else disagrees.
  • Cat Smile: It's creepy as hell due to its face being stuck semi-permanently in this expression. Whether this is its intention is a matter of much debate.
  • Cute Is Evil: More amoral and without empathy than evil.
  • Deadpan Snarker: In the alternate universe created by Madoka. He remarks that it'd be cool if magical girls could become witches, but even he has to admit that in that universe, that's not possible.
  • Deal with the Devil: Kyubey will buy your soul for any wish.
  • Death Is a Slap on the Wrist: He has "many bodies" and can reincarnate himself instantly. The drama of him getting beaten up (and killed, then beaten up again) by Homura in the first episode was, presumably, an act to get Madoka to sympathize with him. Also, his method of clean-up when a new body is to eat his own corpse.
  • Dissonant Serenity: In the anime he always wears that creepy smile and he almost always talks cheerfully in both versions regardless of context, only demonstrating any degree of distress a few times. He recognizes that his voice should show distress in situations of obvious danger, like when he's running from Homura, and, as later revealed, can also sound surprised but more nuanced emotions are too alien for him to mimic them convincingly.
  • Emoticon: /人◕‿‿◕人\
  • Enigmatic Empowering Entity
  • Even Evil Has Standards:
    • Kyubey disapproves of Madoka killing Sayaka, be it ever so inadvertently, in her attempt to stop in-fighting amongst magical girls, and he even rebukes her for doing something "that's crazy." It was a waste of a perfectly good Soul Gem! He has standards in the same way that a person who objects to throwing away a half-eaten sandwich has standards. It's a waste.
    • Kyubey doesn't approve of needless sacrifices. He notes in Episode 9 that he would have stopped Kyoko had her death been meaningless (but didn't because her death served the purpose of forcing Madoka into contracting). Compare to the second-to-last chapter of Kazumi Magica, where he warns Kazumi about what he sees as the pointlessness of her wish (she wishes to become human, and he points out that once she becomes human she will immediately become a Magical Girl; as he sees it, this will essentially cancel out the wish).
    • He never forces anyone to make a contract because the Incubators "treat humans as sentient". He loves to take advantage of opportunities in which the magical girl candidate has little choice but to make the contract, and he certainly doesn't believe in the idea of informed consent, but he never ever holds a metaphoric gun to their head.
  • Evil Albino: Fur instead of hair but it's still white and he's still...morally ambigious.
  • Faux Affably Evil: He politely tricks girls into becoming liches.
  • Frozen Face:
    • Kyubey's face is normally frozen in the Cat Smile described above but there are exceptions to this such as in Episode 2 when Kyubey takes a bite of an omelette. It also closes its eyes at times, probably when it's supposed to be a smile.
    • Also averted in the manga, where it has more facial expression.
  • Glowing Eyes of Doom: Their glowing red eyes are often the only visible feature on their shadowed figure and they have brought doom to many easily manipulated little girls.
  • The Heavy: The villain moving the plot forward with contracts and despair..
  • Heel-Face Turn: Following Madoka's wish, he's no longer a manipulative mastermind.
  • Hive Mind: Kyubey, according to an interview with Urobuchi.
    There are many bodies, but only one consciousness. Therefore, even if you kill the body, there isn't any sort of damage. Killing one is just like pulling out a single strand of hair. The scene where Kyubey eats his corpse was a scene that came in after the early stages of the script; I was trying to write Kyubey as something that humans can't relate to. Imagine what your response would be if one of your compatriots had just died.
  • Invisible to Normals: Only magical girls or magical girl candidates can see him.
  • Ironic Echo: When trying to persuade Madoka to become a Magical Girl, he often states that her potential is so great that any wish could be granted, and that she could even become a god if she wanted. He even repeats this moments before Madoka finally does make a wish, and is suitably horrified when she uses it to do just that.
  • Jackass Genie: "Want to become a magical girl and have your own miracle? Great! Make a contract with me." "Oh, and, uh, it'll only cost you your soul and end with you dying. It's either that or you becoming the very thing you fight through sheer, eventual despair. Toodles!"
  • Japanese Pronouns: Kyubey speaks in a rather tortured syntax, using only diminutive pronouns and entirely stripping out honorifics when talking to people. Its not so much disrespectful as it is just stilted, and gives the impression that he views people about the same way as he would furniture or cattle. He even makes that comparison later on.
  • Just Desserts: Does this to himself in Episode 8 after Homura executes him with a fistful of dakka.
  • Karma Houdini: Along with the rest of the Incubators, he suffers no punishment for all the trickey he/they have done other than a less convenient bussiness model and all of his mustache-twirlingly-evil actions were undone by the Cosmic Retcon. Interestingly, in the new timeline he's implied to be on better terms with the magical girls, or at least his behavior is more benign.
  • Kick the Dog: Although it was pretty obvious that there is something fishy about Kyubey, the scene where he makes Sayaka "experience real pain" just to prove a point makes it clear that he is evil, or at very least completely lacking in empathy. This could or could not be relevant to The Plan. His entire goal is to have the girls fall into despair so they can become witches. His KTD moment was his way of reinforcing leading Sayaka to thinking "I done screwed up!" and witchifying her.
  • Lack of Empathy:
    "It never fails. Whenever I tell you humans the simple facts, you always react the same way. It makes no sense at all. Why are humans so sensitive about the kind of container their souls are housed in?"
  • Laughably Evil: Kyubey's complete obliviousness to human morality, standards and emotions can come off as quite funny sometimes.
  • Leitmotif: "Sis puella magica!" is generally considered one for him and the series as a whole.
  • Literal Genie: Played with. Kyubey will grant any wish on the exact terms that it is made, whether it's for something as small as a cake or as fantastic as going back in time. He does not purposefully misinterpret or corrupt the wish - whatever you wish for is exactly what you get. The problem is that the girls all too often wish not for what they really want but for what they think will get them what they want, and their wishes often have consequences that they don't or can't think through before making the wish. What makes it this trope is that Kyubey is not only aware of this, he is in fact counting on it.
  • Make a Wish:
    • Kyubey will grant a candidate one wish in return for them becoming a magical girl. He does not look for the worse interpretation. His explanation for bad things happening to wishers is that the power of the Wish creates equal parts despair and hope. (Like a magical version of two particles coming into being in vacuum fluctuation; both negative and positive thus equaling zero.) He cannot stop someone from making a wish that he wouldn't want them to make, and he can't force anyone to make a wish either.
    • Rather than exploit Jerkass Genie, he simply gives them exactly what they asked for because what they ask for is never what they actually want. The girls are never honest with themselves about their desires, every selfless wish has a selfish motive behind it, and the despair sets in when they realize that their selfless wish being granted did not guarantee their selfish desire being granted as well.
  • Manipulative Bastard: He may have trouble understanding human values and emotions, but he's very good at exploiting them. He asks the girls to make a contract with him at the exact moment when they'd have the most difficulty refusing and he will abusively call you, even if you refuse his offer. While it is indeed true that he never lies per se, he knows exactly how to twist his words and withhold information in such a way that he that he still technically tells the truth, but also tricks the girls into actions that helps him further his goals while making things worse for themselves.
  • Meaningful Name: Incubator, one who incubates young witches into mature ones.
  • Mentor Mascot:
  • Metaphorically True: More or less everything that comes out of his mouth. While never technically lying, Kyubey makes it a point to only speak in half-truths. When pressed, he responds with either confusion or incredulity; after all, it's their fault for not asking him the right questions in the first place. He eventually tortures Madoka with the whole truth after Sayaka's funeral. Though it was probably not supposed to be torture but an explanation and a way to prove a point, from his point of view- being someone who wouldn't see why she would feel tortured by it.
  • Mysterious Backer: He's a creature that our heroines know nothing about but accept Magical Girl power and wishes from.
  • Nice Job Fixing It, Villain: His Info Dump toward Madoka about magical girl's role in history of humanity and his own confirmation that any of Madoka's wishes can be granted are what inspire Madoka to make her Cosmic Retcon wish.
  • Nigh-Invulnerability: Of the Can Only Kill Part Of Him kind. An exact replica of it comes to eat its corpse after Homura riddles it with bullets in Episode 8. It claims it has unlimited number of substitutions. Word of God says he instantly creates a body from surrounding Mana.
  • The Needs of the Many: The reason why he doesn't see his actions as evil. He argues to Madoka that the cycle of witches and magical girls are necessary to keep the universe from dying out, and it even has the side benefit of helping humanity to advance as a species, so he can't understand why she objects over the relatively few lives it destroys. When Gretchen threatens to destroy Earth, he has no problem with applying this reasoning to humanity as a whole. He filled his quota, so the universe doesn't really need humanity to go on any more.
  • Never My Fault: Refuses to or is unable to acknowledge that almost every problem the magical girls face is a direct result of him failing to mention vital details of the contract, with the excuse that they never asked. He is furthermore unable to acknowledge that intentionally leaving out said details unless asked directly constitutes a deception.
  • No Biological Sex: Most fans default to referring to Kyubey as "he", but the character doesn't have any physical sex. In the Japanese dub he refers to himself with "boku" so it's safe to say that if he isn't male he is pretending to be for the sake of brevity.
  • Non-Action Big Bad: He's plenty active but none of it is fighting; 100 percent manipulation.
  • No, You: No matter how someone says he did them wrong, he will ALWAYS claim via loophole that it's technically their fault. Whether he truly feels this way due to his lack of emotions or not is anyone's guess.
  • Obliviously Evil: Downplayed. He knows that humans disapprove of his actions but he doesn't understand why they disapprove. From his prespective, he's saving the universe.
  • Oh Crap!: " It violates the laws of karmic destiny! Are you trying to become a god!?"
  • Omniglot: Besides Japanese, Kyubey also speaks fluent French, English, Egyptian, Dutch, Norwegian, Swahili and you-name-it-he-speaks it. After all, known victims include Jeanne d'Arc, Cleopatra, Anne Frank, Viking and African children, not to mention countless others from presumably from every nation across our world. If ever he's forced to change jobs, Kyubey would make a lucrative career as a Professor of Linguistics.
  • Omniscient Morality License: The Incubators use the powerful emotions given off by Magical Girls and witches to counter entropy and prevent the heat death of the universe. They ultimately consider humanity expendable.
  • Outside-Context Villain: The Incubators are a Sufficiently Advanced Alien race using extremely advanced technology to deal with the problem of entropy, and think of abstract and mystical concepts like the "soul" in terms of "a cluster of nerve cells", and tend to think in entirely logical terms. Kyubey is a very much a science fiction problem in a magical girl setting. No wonder the girls (and the audience) find it so darn difficult to understand him!
  • Perpetual Smiler: It's VERY creepy because it remains this face in the face of horror.
  • Red Eyes, Take Warning: Eeep...
  • Regular Caller: He's always the one making the Call to Adventure but The call is on reversed charges and international prices and there's a lifetime contract.
  • Ridiculously Cute Critter: Who wouldn't want to make a contract with something this cute? Word of God says this is intentional to hide his true nature.
  • Spell My Name with an "S": Kyuubey, Kyuubee, Kyubei, and QB are also floating around out there.
    • "Cubey" was also a short-lived proposal since producers said that the "kyu" is as in "cute".
    • "Kyubey" seems to be the most official, though, since it has been used in official promo materials and moreover, most fansubbers and scanlators actually doing the show are spelling it like this.
    • Its name is also spelled quite bizarrely in original Japanese. It's half in katakana, half in hiragana, with an additional bonus for an unconventional use of small-sized katakana.
    • It turns out that "Kyubey" is short for "Incubator". Presumably, they don't Romanize it as "Cuba" because that suggests a completely different pronunciation.
    • The runes in Episode 11 spell it as "Qbey". Which turns out to be completely accurate due to his intentions.
  • The Spock: Incubators takes "logic" and The Needs of the Many to such extremes that it makes them a villainous version of the trope. Earth can blow up and he/they will not care as long as energy is collected.
  • Starfish Alien: It explains why his moral compass is completely out of whack, his creepy cheerful expression and his powers.
  • The Stoic: Of the "say something horrific without any emotions" variety. For example, his serene speeches in Episode 12. He calmly explains what's going on to Homura and seems to be more concerned about Madoka's fate, even when the Universe ends around him and he's already figured out that very soon he will cease to exist, to be recreated as a different version of self.
  • Straw Vulcan: Claims to be non-emotional, but displays emotion constantly. While some of that is probably an act to trick the girls, even when talking to someone who knows better he displays smugness, gloating, exasperation, and a very dark sense of humor. Even his explanation that his race is unemotional has a distinct sarcastically-patronizing sound to it. Of course, his exact statement is that his race considers emotions a mental illness, so it's possible that he's just gone nuts and doesn't realize it.
  • Super Empowering: This is its job. It's quite pushy about that and it doesn't give you a run-down of your powers, either.
  • They Killed Kenny Again: Homura has probably "killed" him dozens of times by now, but it never sticks.
  • Totalitarian Utilitarian: Kyubey's goal is to stave off the heat death of the universe, which he does by dooming teenage girls to lives of suffering (and eventual transformation into Eldritch Abominations that kill plenty of innocent people — and potentially entire planets — in the process).
  • Villainous BSOD: Occurs when Madoka wishes to erase witches from existence. All the more poignant because Kyubey's race views emotions as a mental illness, so Madoka's game changing wish literally made Kyubey lose his mind.
  • Troll: An intentional example. He does it to get more emotional energy out of the magical girls before they turn into witches or to speed up the transformation process.
  • Villains Never Lie: If lie is defined as "saying something that is definitely and entirely untrue" then he has never lied. However, he deliberately invokes Exact Words to deceive.
  • Walking Spoiler: As you can see. Even saying what Kyubey actually is, is a massive spoiler unto itself.
  • Weasel Mascot: We do mean weasel, in the figurative sense.
  • Well-Intentioned Extremist: How he... it... they... whatever view themselves, since the stated goal is to stop the entropy of the universe. How? Create magical girls and witches to unleash energy, of course! Once he gets his quota, Planet Earth and everyone on it becomes expendable. The irony is that Magical Girl Warrior villains most often plot to consume magical energy/lifeforce with the end goal of destroying the world, often for no rational reason. It's also said that the more power a witch consumes, the more energy is released when it's destroyed by a Magical Girl and it's grief seed consumed by an Incubator. Also, in the case of Madoka, it empowers itself every time some Despair Event Horizon converges to it.
  • Wicked Weasel: A weasel like creature that engages in trickery.
  • Will Not Tell a Lie: Kyubey never lies about anything and will happily tell the truth if asked directly. It even seems offended at the idea that someone would accuse it of lying. It does however leave out a lot of vital information that would be to its disadvantage to reveal, invoking You Never Asked every chance it gets, and even if someone asks it the right questions, it will still try to weasel around it by carefully wording its answers in ways that makes them technically true, yet also misleading.
    • When Kyoko asks if there is any way to return Sayaka to human form, Kyubey states that there's no precedent for it. It's an answer that is technically correct but baits Kyoko into believing that there could be a way.
    • In Episodes 9 and 10. In 9 he states that his actions would preserve humanity's future among the stars. However, he phrases it in such a way that it doesn't reveal whether he cares if humanity goes to the stars or not. We find in Episode 10 that he does not care one bit about humanity or Earth, as long as his energy quota is reached, and an alternate timeline version in 8 dismissed the end of the world as "humanity's problem" after it filled said quota by unleashing it.
  • Your Approval Fills Me with Shame: Gives one on occasion, as far as he/she/it can actually feel the emotion of shame:
    "Excellent work, Homura. You've made Madoka the most powerful witch ever."


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

Tropes that apply to all witches

  • All There in the Manual: There is a lot of information about each witch that is only found on the official website. It also provides information for witches that haven't been seen in the show. The You Are Not Alone guidebook also alludes to or outright states several of the witches' wishes.
  • Always Chaotic Evil: All witches try to kill people. They do have bizarre motivations at times, but that doesn't really affect their actions either way, just their internal thoughts... if they even have any. It's implied they do.
  • And I Must Scream: Implied in the TV series. Oktavia has that red silhouette strikingly similar to Sayaka's form overlapping on her visage, which literally crying its eyes out as a cue for Oktavia's berserk phase.
    • A lot of the witches seem to be in very unpleasant situations. Roberta is surrounded by male caricatures who annoy her, and Charlotte can summon any food except for her favorite.
  • And Then John Was a Zombie: The eventual fate of every magical girl not killed in battle is to be consumed by despair and turn into a witch. The blackening of the soul gems show how much time there's left before this happens. The only way to stop this is to spend the rest of your life battling witches to have a steady supply of grief seeds to siphon off despair into, or be killed by external sources like Cleopatra, Anne Frank and Jeanne d'Arc were.
  • Art Shift: As per their Lovecraftian vibes, most of the witches and their barriers are usually animated in a style that is completely different from the main style of the anime, to every witch her own style.
  • Ascended to a Higher Plane of Existence: This is presumably what happens to them all at the end of the anime, thanks to Madoka rewriting the universe. In fact, all magical girls (including ones in the past) never become witches in the first place...they just vanish instead, smiling peacefully, and possibly joining Madoka Out There.
  • Asteroids Monster: The familiars are effectively part of the witch. If a familiar is separated from a witch, it can grow its own Grief Seed by causing suffering to other humans and become a copy of the original witch. As magical girls need Grief Seeds to maintain their powers, some unscrupulous ones leave familiars alone to get more Grief Seeds.
  • Clipped Wing Angel: Witches are usually less powerful than the magical girls they spawn from, judging by the fact that even a relatively weak magical girl like Sayaka can destroy a witch like Elly with ease. Usually, that is. Some witches, however, can pack an impressive punch - like Charlotte (who utterly destroys Mami, albeit that might have been due to the shock factor of her own One-Winged Angel), Elsa Maria (who almost kills Sayaka), Oktavia von Seckendorff, or ultimate witches the likes of Walpurgisnacht and Gretchen.
  • Conservation of Ninjutsu:
    • Witches that fight alongside their familiars (Gertrud, Elly, Elsa Maria) fare far worse in combat than witches who mainly fight solo (Charlotte, Oktavia). Gretchen, the most powerful of all, doesn't seem to have any familiars. Meanwhile, Demons in the new world hunt in packs, and seem to be far weaker and more uniform in appearance than witches.
    • Completely averted by Walpurgis Night. Both the Witch and the familiars seem to pack a pretty impressive punch.
  • The Corruption: Inverted. Magical girls purify their Soul Gems by placing the darkness that grows inside of it into Grief Seeds. However, doing it too many times can allow the witch to regenerate. The trope is then played straight when it's revealed that Grief Seeds are fully corrupted Soul Gems.
  • Creepy Doll: Some of them look like this.
    • The Klarissas, Oktavia's familiars in Episode 10. They're just there to cheerfully dance around the witch that commands them, with creepy smiles on their faces and possessing limbs that look like they can be snapped with a single touch...
    • Also, Charlotte's original form.
    • Daniyyel and Jennifer, Kirsten's familiars.
      • Kirsten herself looks something like one, as we see when Sayaka sends her flying out of a computer monitor.
    • Albertine, as revealed in the official PSP game, somewhat resembles a giant female clown doll.
  • Curb-Stomp Battle: Generally on the receiving end, but a few, such as Charlotte to Mami and Walpurgisnacht to everyone until Madoka wishes her out of existence give them.
  • Cypher Language: The odd runes appear to be messages from the witch or the familiars. Often they seem like a Madness Mantra. Oh wait, they are.
  • Eldritch Abomination: All the witches are horrific mind bending monsters. Subverted for most of them, in that Magical Girls can actually take them down with varying levels of difficulty, but played straight from an ordinary human's perspective. And Kriemhild Gretchen plays this straight from even a Magical Girl's perspective.
  • Emotion Eater: Witches feed off human suffering.
  • Evil Makes You Monstrous: Cute girls becoming terrible monsters
  • The Fair Folk: Some of them are described as acting in this fashion. It's ultimately averted as they are former magical girls.
  • Fallen Heroine: Every witch who isn't a familiar-turned-copy was a magical girl who allowed her Soul Gem to fill up with The Corruption, causing it to break and become a Grief Seed.
  • Family-Unfriendly Death: They can be on the giving or receiving end, and often give as good as they get.
  • The Final Temptation: The Different Story shows that when a Magical Girl's Soul Gem is about to reach its limit, the girl's Witch form can appear to the Magical Girl and try to tempt her into falling into despair. Shown with Candeloro, who appears to Mami and tries to convince her to become a Witch.
  • From Nobody to Nightmare: They're fallen Magical Girls who used up their Soul Gems or fell into despair.
  • The Heartless: Said to be born of curses. The curses of magical girls.
  • High-Pressure Blood: The Witches seem to bleed gallons, though the color of the bleeding is different from one another, when cut by sharp implements; Kirsten's monitor (but not Kirsten herself) bleeds dark green when Sayaka smashes her out of it, Elsa Maria's blood is bright red when Sayaka beheads her, while Oktavia's hand spews bluish black blood when Kyoko cuts it off to save Madoka.
  • I'm a Humanitarian: Quite a few of the witches, specifically Charlotte and Elsa Maria. For the former, she turns into a giant worm and eats Mami alive, starting with her head while the latter believes eating those who get to close to her barrier is "saving" them.
  • Immune to Bullets:
    • Averted. As Homura demonstrates, military-grade firearms are enough to destroy them.
    • Played semi-straight with Walpurgisnacht, as Homura throws what basically amounts to enough firepower to destroy the city (in fact, her salvo is responsible for most of the initial property damage in Episode 11) and it doesn't even have a scratch afterwards.
  • Improbable Weapon User: Fitting with their surreal theme, quite a few Witches use very strange weaponry. Literally the first thing Gertrud (the first Witch seen in the anime) does against Mami is to throw the sofa she's sitting on at her. The crown, however, goes to Oktavia van Seckendorff, who fights primarily by throwing wheels at her enemies. This is far more effective than it has any right to be.
  • Invisible to Normals: Witches and their familiars cannot be seen by people who haven't been "chosen" by Kyubey to become Magical Girls.
  • Ironic Hell: A witch's personality, powers, and barrier often combine to form a sick subversion of her magical girl counterpart's wish. For example, Charlotte loves sweets and can create any sweet she likes save for her favorite (cheese and cheesecake), and lives in a cross between a candy shop and a hospital. Side materials strongly imply that her wish was for cheesecake, when she could've wished for her mother's disease to be cured.
  • Meaningful Name: Several of the witches have names that relate to themselves.
    • Charlotte is a type of dessert. Elsa Maria brings to mind a biblical prayer. Kirsten resembles a computer monitor, and so she has an "online handle": H.N. Elly. And Walpurgisnacht is the name of a real-world European festival during which legends state that witches gather together.
    • The biggest one? In written Japanese, the characters for "witch" (魔女, phonetically pronounced "majo") are found in the characters for "magical girl". (魔法少女, phonetically pronounced "mahou shoujo"). Put another way, "magical girl" can be read as "young witch".
  • Meaningful Rename: The witches have different names than the magical girls they came from.
  • Mental World: A Witch's Labyrinth very much reflects the persona and psyche of the witch who makes it her home.
  • Mercy Kill: To kill a witch is to let a poor and broken girl die in peace. Madoka does this on a cosmic scale by making them Ascend to a Higher Plane of Existence; witches are still created when a Magical girl loses her will to live and is consumed by darkness, but nobody understands where they go or what happens.
  • Mind Control: Shown by the "witch's kiss", a mark that appears on a human who is being controlled by a witch. These victims become Brainwashed and Crazy.
  • Mind Screw: All of the witches and their barriers and minions take this to an absurd level.
  • Monster of the Week: A much Darker and Edgier version. Until Madoka rewrites the system to make sure this won't happen anymore.
  • Mook: Their familiars.
  • Nigh Invulnerable: The only way to defeat Walpurgisnacht without massive loss of lives is to wish her out of existence. She can technically be defeated regularly, but is tough enough to shrug off a hailstorm of heavy artillery.
  • Nonstandard Character Design: Every Witch and everything associated with them is drawn in a different art style from the rest of the show. Charlotte does double duty by having the Witch herself drawn in Thick-Line Animation, while everything else in her barrier is constructed out of paper cutouts.
  • One-Winged Angel: You could consider witches as this to magical girls.
  • Our Monsters Are Weird: Witch designs vary from fairly standard (Elsa Maria) to eccentric (Oktavia) to nightmarish (Patricia) to cutesy (Charlotte). Walpurgisnacht in particular takes a few glances to figure out what she's supposed to be.
  • Pocket Dimension: Witches can create these; they're bizarre areas, to say the least, and it keeps the more elaborate fights out of view of normal people.
  • Psychic-Assisted Suicide: The intended result of a witch's kiss from the two times that the effects of a kiss have been seen.
  • Ret Gone: Madoka's wish in the finale makes it so that the witches are deleted from existence and replaced with a different kind of monster altogether, so that the Incubators can still gather energy for their mission while not bringing misfortune to the girls.
  • Self-Duplication: Familiars can become a copy of the original witch.
  • Sliding Scale of Villain Effectiveness: As mentioned under Clipped Wing Angel, witches can appear anywhere on the scale. Most fall under the Inadvertent category, but the stronger witches - such as Walpurgis Night or Kriemhild Gretchen - can fall under the High or even Infinite levels.
  • Soul Jar: The witch's Grief Seed, left behind after their death. A Grief Seed is capable of regenerating the witch, which is why Kyubey devours them before they reach that point.
  • Stellar Name: All the witches and familiars appear to be named after celestial objects found in the solar system. Take a look.
  • That Woman is Dead: A variation. All of the witches throw out their old names and are reborn with names of their own, though lingering elements of their past lives as Magical Girls still remain.
  • Tragic Monster: All of them since despair is what made them into witches in the first place.
  • The Unreveal: All There in the Manual example. Three of the witches described on the website are never seen in the series, and it doesn't show Walpurgisnacht's name.
  • Walking Spoiler: It's hard to talk about some witches such as Oktavia without revealing that they are corrupted magical girls.
  • Was Once A Girl: All witches are either corrupted magical girls or the mutated familiars of those witches.
  • Witch Species: Ultimately averted. They are all corrupted magical girls instead of a true species.



The rose garden witch with a distrustful nature. She holds roses dearer than anything else. She expends all of her power for the sake of beautiful roses. Despite stealing the life-force of humans who wander into her barrier to give to her roses, she loathes the thought of them trampling the inside of her barrier.

  • Butterfly of Death and Rebirth: She and her familiars have butterfly wings. The "death and rebirth" part makes sense when you consider that she was once human, and was reborn as a Magical Girl (a lich in this setting), then as a witch.
  • Combat Tentacles: She uses vines, but same idea.
  • Father to His Men: It's subtle, but it seems the reason why she dislikes people entering her barrier is because they tend to step on her familiars. Gertrud is pretty mellow until Mami deliberately squishing her smaller Adelberts under her feet. Also, when Mami starts unraveling her traps on her Anthonies, she panics, drops all of her roses, and starts running toward the place she knows it's a trap to save her familiars.
  • Green Thumb: Her "head" looks like a deformed rosebush and she uses vines to slap intruders around.
  • Mascot Mook: Although Kyubey's the mascot of sorts for the series proper, Gertrud's Anthony familiars are sort of mascots for the witches. For example, in the last episode, when Madoka saves all the magical girls and their witches, she is shown petting an Anthony to represent what she's saved.
  • Starter Villain: The first witch to appear in a proper showdown with a magical girl, excluding Madoka's dream at the beginning of Episode 1.
  • Porn Stache: Her Anthony and Adelbert familiars have these. In the case of the Anthonies, Gertrud puts these 'staches on them.



The dessert witch, with a tenacious nature. She desires everything. She will never give up. Though she is capable of creating infinite amounts of any dessert she desires, she is unable to make the cheese that she loves most. One could easily catch her off-guard with a piece of cheese.

  • Astonishingly Appropriate Appearance: Her first form has Girlish Pigtail-like hair that makes her head look like a piece of candy.
  • Attack of the 50-Foot Whatever: Charlotte's true form may be partially based on caterpillars (specifically The Hungry Hungry Caterpillar), with a Monster Clown motive added to boot.
  • Big Eater: Appropriately enough, the dessert witch loves her cuisine.
  • Cry Cute: According to the fandom, not even she's immune to this.
  • Cursed with Awesome: She can generate infinite amounts of sweets. Of course, what she really wants is some cheese.
  • Cute Witch: More in plush toy sense than a cute girl sense.
  • Determinator: Charlotte's nature is listed in her witch card as tenacious, with an inability to give up.
  • Hand-Hiding Sleeves: Charlotte's "arms" appear to be these, though she might not even have hands under them, and since she is an adorable but surprisingly effective witch she counts as an example of the cute and sneaky types.
  • Ill Girl: Charlotte's labyrinth gives off this is vibe, with her Polina familiars resembling nurses and Word of Dante claims she was one though it's contradicted by some of the official material for her prototype where it states her mother was the Ill Girl.
  • Killer Rabbit: She's the cutest thing in the show and outside of her witch card lacks the usual shading of witches, but then she turns into a giant worm and eats Mami alive. Even then, her superflat artistic style wouldn't leave her out of place in a Sanrio franchise or one of Takashi Murakami's artworks.
  • Knight of Cerebus: Unusually for this trope, she's killed off at the end of the episode she appears in.
  • Lethal Joke Character: On the outside, Charlotte may not look like one to be taken seriously, but in reality, as Mami infamously found out the hard way, she's not one to be trifled with.
  • Level Ate: Being the witch of desserts, she has a barrier mostly made of sweets.
  • No Pronunciation Guide: Her name can be pronounced both with and without treating the "te" at the end as a separate syllable.
  • One-Winged Angel: Charlotte does this and becomes a giant worm.
  • Retcon: Preliminary material released in several guides and The Stinger of the final episode showed that in her magical girl form, in a rarity amongst her kind Charlotte had a dress and pigtails that highly resembled that of her witch form's, and wielded a staff with a top shaped like candy or her familiar Pyotr. It is suggested that she immediately witched out shortly after her wish was granted when she realised she could have saved her terminally ill mother instead of wishing to eat one last cheesecake with her. The only trace of her lore and design of her human life in canon is Nagisa's love of cheese.
  • Trademark Favorite Food: Cheese. She loves it so much, but it's the one delicacy that she can't create. Her familiars Pyotr and Polina are tasked with locating cheese and nursing it respectively.
  • Wolverine Publicity: She gets as much merchandise as Kyubey, and is a major character in Rebellion.


Kirsten / H.N. Elly

The box witch with a covetous nature. She is a staunchly reclusive witch. Anything she covets she locks away within glass. The thoughts of her prisoners are laid bare, but one can strike her without thought without problems.

  • Girlish Pigtails: Very long ones, actually reaching the ground in front of her.
  • I Have Many Names: H.N. Elly is her "computer handle" while Kirsten is her real name.
  • Hikikomori: Her description says she's reclusive, and the presence of a "computer handle" evokes the feeling of somebody who socially interacts on a computer indoors.
  • Mass Hypnosis: She was capable of spreading her witch's kiss to a rather big number of persons, and is the only witch so far to have done such feat.
  • Lonely Doll Girl: A Hikikomori witch with two doll familiars.
  • Telepathy: She's capable of seeing into people's memories, and displays them in order to torture her victims.

    Elsa Maria 

Elsa Maria

The witch of shadow with a self-righteous nature. She continually prays for all of creation and drags all life equally into her shadow without breaking her posture. One hoping to defeat her must know the blackest anguish.

  • All-Loving Hero: Side materials show that Elsa Maria wants to "help" people "equally, all impartially."
  • Assimilation Plot: She views absorbing people as "saving" them.
  • Church Militant: Elsa Maria from Episode 7 acts like one, praying to an object that looks a lot like Catholic monstrance.
  • Dark Is Not Evil/Light Is Not Good: Invokes both tropes to varying degrees; she is apparently a practicing Catholic and constantly prays for the salvation of everyone around her. She's also a Living Shadow and accomplishes said salvation by consuming and assimilating anyone who gets too close.
  • Dark Messiah: Views herself as such, as she constantly prays for the world while sending out her shadows and familiars to kill whoever gets in her barrier.
  • Knight Templar: Being self-righteous, Elsa Maria thinks that her actions are the only way of saving the world, as she believes that magical girls aren't doing enough.
  • Living Shadow: She and her familiar, Sebastian, are both shadows.
  • Losing Your Head: In Sayaka vs. Elsa Maria's fight, Sayaka chops Elsa's head off. It's still not enough to kill her, so she goes Attack! Attack! Attack! on her until she dies. It's even creepier in the Blue-Ray version, since Elsa bleeds in that one.
  • Nature Hero: Her shadow powers manifest as vines and huge trees sprouting from her back, and Sebastian seems to be comprised of various animal shadows. Seeing on how religious her barrier is, it makes sense, as she's trying to emulate the Garden of Eden.
  • One Degree of Separation: Maybe. She's often thought to be the witch form of Kyoko's younger sister, based on the religious imagery within her barrier.
  • Red and Black and Evil All Over: She's a giant Living Shadow seen praying to a bright red monstrance.
  • Shadow Archetype: Elsa Maria's self-righteousness mirrors Sayaka's, as both strive to be a force of good and justice for the world.
  • Well-Intentioned Extremist: Absorbs people in order to "save" them.


Oktavia von Seckendorff

The mermaid witch; it is in her nature to fall in love. Looking for the feeling that moved her so long ago, she moves with the entire concert hall. Her fortune only turns under the weight of memories and no longer moves toward the future. Nothing will reach her any longer. She will come to know nothing more. She simply allows no one to disturb her minions' playing.

  • Alien Blood: Blue, as seen when Kyoko cuts her hand off.
  • Attack of the 50-Foot Whatever: A gigantic mermaid knight.
  • BFS: Oktavia's weapon is an enormous sword. It looks like a massive version of Sayaka's sword, for good reason.
  • Clipped Wing Angel: Averted. She appears to be stronger than Sayaka, the magical girl whom she spawned from. This is especially interesting, given that Sayaka is shown to be the weakest magical girl out of the five main characters.
  • Fairytale Motifs: Parallels "The Little Mermaid". As Sayaka, she sacrificed her soul to win the love of Kyosuke, only to fall into despair when he fell in love with Hitomi.
  • Hanging Judge: Innocent or guilty, you walk into her labyrinth, you're dead. Her only onscreen victims, however, are criminals (which she likely killed as Sayaka) and magical girls.
  • Improbable Weapon User: Throws wheels at anyone who enters her barrier.
  • Knight in Shining Armor: Symbolically. Sayaka believed herself a "hero of justice", and when she becomes Oktavia she dons knight's armor and a three-eyed helmet.
  • Love Hurts: She was born as a result of Sayaka seeing Hitomi confess to Kyosuke.
  • Our Mermaids Are Different: Closely resembles a giant, armored mermaid.
  • Sirens Are Mermaids:
    • She and her familiar both. Oktavia is the mermaid witch because the story of her Magical Girl (Sayaka)'s downfall has parallels with the original Little Mermaid.
    • Holger performs music which steals the souls of the audience.
  • Songs of Solace: Oktavia has an orchestra of Holger familiars (who look like Kyosuke and play the violin). She won't allow anyone to disturb their playing.
  • Symbol Motif Clothing: She wears a heart-shaped high collar and the end of her mermaid tail is shaped like a broken heart.
  • Third Eye: On her knight's helmet.
  • Vocal Dissonance: Within seconds of appearing, she lets out a scream in Sayaka's voice. The effect is horrific.



The class representative witch. Her nature is to remain an onlooker. Using the spiderlike threads which she vomits forth, she created a school for herself alone within the sky of her barrier and endlessly acts out an ordinary daily student life there. If you ring the going-home bell, this witch will likely return to her house somewhere.

  • Animal Motifs: Her many arms, black clothing, the extra eyes on her Grief Seed (seen in the PSP game), and the many clotheslines surrounding her like a web are all evocative of a spider.
  • Bare Your Midriff: The part of her that still looks human has this with a short skirt and very small top.
  • Half the Man He Used to Be: Her familiars are simply school uniform skirts on top of legs with no upper bodies.
  • I Just Want to Be Normal: She acts out ordinary school days in her labyrinth and has her familiars play the roles of her classmates.
  • Multi-Armed and Dangerous: Though the extra arms are for creepiness (and symbolism) rather than combat.
  • Off with Her Head!: It's not easy to notice since her screentime consists of about 20 seconds, but full-body views of her (such as this one) show that she has no head.
  • Red and Black and Evil All Over: Her school uniform is mostly black in color and topped off with a red bow.
  • School Uniforms Are the New Black: The above-mentioned sailor fuku ensemble, as well as the clotheslines in her labyrinth, which are strung with white sailor suits. She is the class representative witch, after all.
  • Trouser Space: She shoots her familiars out like bullets through her giant skirt.
  • Weaksauce Weakness: Ringing the school bell makes her go away.



The birdcage witch. Her nature is rage. She continuously stamps her feet inside her cage, directing her rage at those who do not respond to her. This witch is extremely fond of alcohol, and her minions are also easy to burn.

  • Birdcaged: She's the birdcage witch.
  • Does Not Like Men: If something about her Gotz familiars' appearance, description and her own opinion about them is anything to go by.
  • Feathered Fiend:
    • Her Gotz familiars are brightly-colored birds that try to hit on her, but she pushes them away.
    • The art style makes it difficult to tell, but Roberta herself also resembles a dove (or an angel) inside a birdcage.
  • Hard-Drinking Party Girl: Roberta likes alcohol. Her name could be a reference to the Aunt Roberta, a drink so potent it is perfectly capable of killing people who drink it.



The stage-constructing witch (alias: Walpurgisnacht / real name: unknown); her nature is helplessness. She symbolizes the fool who continuously spins in circles. The witch's mysteries have been handed down through the course of history; her appellation is "Walpurgisnacht." She will continue to rotate aimlessly throughout the world until she completely changes the whole of this age into a drama. When the doll's usual upside-down position reaches the top part of the witch, she completely roils the civilization on the ground in a flash through her gale-like flight.

  • All Your Powers Combined: In the manga, it's shown that Walpurgisnacht's "shadowy Puella Magi" familiars really are deceased Puella Magi - Sayaka, Mami and Kyouko are displayed among them, complete with their weapons... which might provide an explanation of how it accumulated so many witches and how it became so god-awfully strong.
  • Attack of the 50-Foot Whatever: A gigantic harlequin clockwork doll floating upside-down in the sky.
  • Big Bad: In a "the main threat that has to be stopped" sense. She's not a plotter or schemer due to her mindless nature as a Witch, however her immense power is the basis of the "Groundhog Day" Loop, when she kills off everyone but Homura in the first timeline and she goes back in time to Set Right What Once Went Wrong. In every timeline, the fight with her is the pivotal moment, always ending with Homura resetting either because Madoka is killed trying to fight her, or because the fight with her causes Madoka to become a witch herself.
  • Blue and Orange Morality: The reason it rampages? Is because it's trying to turn the entire world into a performance stage, and sees nothing wrong with obliterating everything in the way.
  • Boss Warning Siren: Walpurgisnacht's countdown.
  • Colony Drop: One of her favored methods of attack is to hurl entire buildings at people. She can also light them on fire first.
  • Defeating the Undefeatable: She's the strongest witch in existence who has crushed every Magical Girl that stood in her way. She killed Mami in the first timeline and Homura has to reset time in order to not become one of her victims. The only one who has successfully dealt the killing blow to her is Madoka Kaname, the strongest Magical Girl in existence.
  • Expy: In the manga adaptation, she summons shadow dopplegangers of Mami, Sayaka, and Kyoko. Combined with her general demeanor and the fact that All There in the Manual calls her the witch of stage construction, she may very well be a reference to Type-Moon's similarly named Night of Wallachia.
  • Final Boss: Walpurgisnacht is a Magical Girl killing machine that is feared and wanted gone by all, and is always the final obstacle between Homura and the safety of Madoka.
  • Fisher Queen: Her mere presence causes humongous storms capable of ruining entire cities.
  • Fusion Dance: The website speculates Walpurgisnacht is this, but says nobody knows. Word of God confirms it, although adds that she started as a perfectly normal witch before "accumulating" others.
  • Genius Loci: Those gigantic gears that make up her top(?) portion can unfold into a performance stage.
  • Hero Killer: Well known among magical girls and strong enough that no one except Madoka can defeat her alone.
  • The Hyena: She never. Stops. Laughing. Not even as Madoka is shooting her out of the sky.
  • The Juggernaut: A nigh-indestructible witch that throws skyscrapers and triggers gigantic thunderstorms. Homura has tried dozens of times to kill her and has failed every single time.
  • Laughing Mad: Her laughter is scary. A nice touch since her nature is Helplessness, laughing at everyone's feeble attempts to stop her.
  • Improvised Weapon: Walpurgisnacht uses every object, even entire skyscrapers, in battle.
  • Nigh Invulnerable: Homura basically threw Japan's entire military arsenal at her, and she just let out a mocking laugh as she emerged unscathed, with not even her dress having suffered so much as a scratch.
  • Nothing Is Scarier: For most witches we're at least given their name as well as their origins, or at least some hints to it. This is not the case with Walpurgisnacht. All that's known about it is that it's a fusion of many witches. How did the fusions begin, and how do they happen? Who was the base witch that started it all? How long has she existed? Nobody knows - Walpurgisnacht simply is.
  • Pimped-Out Dress: As far as city-destroying Eldritch Abominations go; half of her is the dress.
  • Playing with Fire: Walpurgisnacht breathes fire, and is demonstrated to be able to light things on fire remotely. Excluding her power, it suddenly makes a lot more sense for Homura's artillery attacks to have no effect on her.
  • Spell My Name with an "S": Her name can be written as Walpurgisnacht or Walpurgis Night. The Hulu subs go with Walpurgisnacht, as does the English dub. As an aside, one of the songs relating to this witch is named "Nox Walpurgis", which of course is simply Latin for the same.
  • Story-Breaker Power: Her power is listed as "Helplessness", which basically translates to her entire purpose being to utterly crush the hopes and dreams of everything in her path. Which might explain why Homura could never defeat her no matter how hard she tried. Conversely, Madoka is able to defeat Walpurgisnacht with ease because she either represents Hope (Puella Magi) or Mercy (Witch), and is thus her complete antithesis.
  • Technicolor Fire: Her fire is alternating shades of red, green and purple.
  • Villainous Harlequin: Her design. Her familiars also count due to their job description, being explicitly called clowns for performing on her stages.
  • Walking Spoiler: Amazingly enough, even the website doesn't reveal Walpurgisnacht's name, just listing it, and her familiars, as "?????".
  • Weather-Control Machine: "Living" variation. She has very deft control of her storm, capable of creating whirlwinds at will and lifting and hurling massive objects at her enemies with terrifying precision.
  • Well-Intentioned Extremist: She's ultimately trying to turn the world into a performance stage so that no one will be unhappy anymore... which means killing everyone in the process.
    Excerpt from Episode 10's Production Note: "If everything is a play, no unhappy things will exist. It may be a tragedy, but it'll all be part of the script."
  • White Mask of Doom: It actually is her Eyeless Face rather than a mask, but it invokes the image.
  • Wolverine Publicity: She appears in merchandise and promotion long after her death.
  • World-Wrecking Wave: Her description states that this would be the result if she ever turned upright, wiping everything around her from existence in a flash of light, somewhat like a time bomb.

    Spoiler Character 

Kriemhild Gretchen

Witch of salvation. Her nature is mercy. She absorbs any life on the planet into her newly created heaven—her barrier. The only way to defeat this witch is to make the world free of misfortune. If there's no grief in this world, she will believe this world is already a heaven.

  • As Long as There Is Evil: All There in the Manual example. This witch desires to create heaven on Earth. "The only way to defeat this witch is to make the world free of misfortune. If there's no grief in this world, she'll think this world is already a heaven."
  • Assimilation Plot: Kriemhild Gretchen takes it to a global scale by absorbing all life into her barrier, which is described as her "heaven".
  • Attack of the 50-Foot Whatever: She's a giant shadow even bigger than Walpurgisnacht that may be based off the Brocken Spectre.
  • Curb-Stomp Battle: Ultimate Madoka destroys her with a single attack.
  • Dark Messiah: Wants to save everyone by absorbing them into her barrier.
  • Enemy Without: To Ultimate Madoka, who is the only magical girl who is still around to face her own witch form.
  • Equivalent Exchange: Just as Madoka becomes more powerful whenever Homura resets the time loop, so does her Witch, growing in strength and size each time. It reaches its peak when she takes on all of the world's grief and becomes Ultimate Madoka, with Kriemhild emerging from her Soul Gem several times the size of the planet; fortunately Madoka can oneshot her by that point.
  • Foil:
    • Designed as a deliberate one to Walpurgisnacht. While Walpurgis represents Helplessness, Kriemhild represents Mercy. Walpurgis wants to eliminate unhappiness through a Kill 'em All, while Kriemhild wants to do it with a Lotus-Eater Machine. Even their visuals are done to contrast each other with Walpurgis being upside-down and Kriemhild being right side-up, described by Word of God as being reminiscent of a hourglass if you put them together.
    • Also to Ultimate Madoka. Their end goal is the same, as they want the people around them not to suffer, but Ultimate Madoka appears to dying magical girls and absorbs the darkness from their Grief Seeds, allowing them to naturally die in peace, while Kriemhild ends life on earth by drawing it into her idea of a "heaven".
  • Lotus-Eater Machine: Kriemhild Gretchen is said to absorb all of the planet's life into her personal "heaven", her barrier. What this implies is unknown, but it's likely to be something like this.
  • Post Final Boss: It finally meets its end when Madoka executes her Wishplosion in the present timeline, blowing it away with her arrows and erasing it from existence.
  • True Final Boss: Due to Magical Girl Madoka being the only one who can defeat Walpurgisnacht, her Witch inevitably emerges shortly afterwards, being just as unbeatable as Walpurgis was.
  • Well-Intentioned Extremist: Wants to create heaven on earth by absorbing all life into her barrier.

Alternative Title(s):

Puella Magi Madoka Magica 3