At the end of the anime, Homura was last seen fighting off Wraiths with her new powers. At the beginning of the movie, she's returned to her glasses-wearing persona and is once again a transfer student at Madoka's school. She joins the other magical girls but soon begins questioning the nature of the world she is in, returning to her stoic Badass persona and serving as the main character of the movie.Note: As you can see, there are numerous massive spoilers related to Homura, so watch your step if you haven't seen the movie yet.
Ambiguously Evil: Exactly how evil Akuma Homura is depends on your viewpoint and/or value system. On the one hand her world is arguably better since Madoka, Sayaka, and Nagisa are alive. On the other hand... well, let's say she did it without asking anyone first. There's also the part where she tells Sayaka that she will destroy the universe once all the Wraiths are dealt with... but later on she contradicts this by telling Madoka that she just wants a world where Madoka is happy. It can be said that she has resigned to be a Card-Carrying Villain and simply acts the part, because the only one who is explicitly suffering in her new world is Kyubey... but then again, serves him right.
And I Must Scream: As Homulilly she is essentially tortured by her Ironic Hell, is aware of their surroundings, and powerless to fight back the entirety of its psychological horror. Sayaka implies this was true of all Witches.
Anti-Villain: 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.
Being Tortured Makes You Evil: An explanation for her actions at the end of the movie. The psychological terror she endured over the course of the series has finally reached its tipping point, and by the end of the picture she more or less decides that it's better to reign in Hell than to serve in Heaven.
Berserk Button: Do NOT mess with Madoka, don't even try to, Homura will screw you big time. Just look how everything ended up for Kyubey because he tried to take control over Madoka.
Big Bad: Takes over this role from Kyubey. How much of it is genuine and in which capacity would she return for the sequel is anyone's guess.
Cool Mask: As Homulilly. It quickly falls off, to reveal that there's nothing on the top of her head but a field of red spider lilies.
Dark Magical Girl: Homura was always steeped in this trope but by the end of the movie she becomes a Dark Magical Girl Devil to oppose Madoka's Magical Girl Goddess.
Dark Messiah: As Akuma Homura; kind of. While Madoka makes the world better out of selfless love for everyone, Homura makes the world better so that it can be a Gilded Cage for Madoka. Familiarity with Buddhism would explain why this might be a very bad thing.
Death Seeker: Just look at her runes during transformation sequence. Or at her witch card. Or at her barrier theme. Or at her familiars' "duties"...See also Heel Realization.
The Devil Is a Loser: Despite being a complete and total ▄bermensch, this is how Homura truly feels about herself. Her familiars express the feeling by pelting her with magically conjured tomatoes.
Driven to Suicide/Death Is the Only Option: The trailer's played with this, but ultimately it was a case of Never Trust a Trailer. In the movie proper after finding out Kyubey's plan to capture Madoka and use her to bring back the old system, Homura decides to become a Witch and then starts moving towards a guillotine to make sure she dies.
Entitled to Have You: Kinda. In fact, Homura doesn't think she's entitled to have Madoka...but she does think she's entitled to do anything to make Madoka happy.
The Extremist Was Right: While the morality of Akuma Homura's actions are debatable, if she didn't usurp Madoka then the Incubators could still have tried their Isolation Field trick on a different magical girl, and this time they would have known what to expect. Eventually, they would strip Madoka of her powers themselves if Homura didn't intervene first.
Good Running Evil: Played with. Congratulations, you're now in control of the Blue and Orange Morality critters that run the Grief-harvesting scheme to keep the universe going. They can't hurt your gi- best friend anymore. However, now it's up to you to either shoulder the moral burden of this scheme for as long as you want the universe to keep going, or try to come up with a new solution that might be even more immoral. Ain't you a lucky one.
Heel Realization: Homura may rule over her own world, but it's still a Self-Inflicted Hell for her because she won't ever forgive herself the betrayal that she had to commit. In accordance with her thoughts, even her own familiars throw tomatoes at her!
It's actually much worse than that. Before the tomato throwing scene there's a moment where the familiars jump off a ledge. Shoes are scattered around the ledge, and the familiars are not wearing shoes themselves. The significance of this? In Japan it's common for people to remove their shoes before committing suicide.note Which is referenced in Episode 2 of the anime with the Witch's Kiss victim. Homura might be acting like a devil, but if her familiars are any indication she secretlywants to die.
Heroic Sacrifice: Attempted. In order to thwart the Incubator's plans to observe (and eventually gain control over) Ultimate Madoka, Homura speeds up her transformation into a Witch and decides she'd rather be destroyed as one for the sake of protecting Madoka. She does not succeed, however, thanks to the combined efforts of the five magical girls trapped in her Witch barrier.
The Heroine: The main character of the movie, unlike in the series where Madoka was the main character and shared the title of The Heroine with Homura.
Indy Ploy: It's hinted her plan to bring down Madoka was this. It was Kyubey who told Homura that if Madoka could be observed she could be interfered with, and it's extremely unlikely she had any way of knowing Madoka could be broken from her goddess self. Her actions can be read as "Hold onto Madoka and no matter what happens, don't let go".
I Want My Beloved to Be Happy: This is Homura's ultimate motivation. A conversation with Madoka causes Homura to believe that Madoka isn't happy being god, so at the end of the movie Homura becomes the devil to create a world where Madoka can be happy.
I Work Alone: After she begins to discover the truth of the world with Kyoko, Homura tells Kyoko to let her handle everything by herself. In fact, Homura's refusal to accept help is a theme of the movie. Kyoko was willing to help Homura, but she brushes her off. Mami is willing to talk rather than fight, but Homura isn't interested in explaining herself and she didn't trust Mami to handle the truth. Sayaka actually rescues Homura from Mami and tries to tell her what's really going on, but Homura isn't willing to listen. Even Bebe tries to help Homura - she exclaims "Kyubey" when Homura interrogates her - but Homura isn't paying attention. Finally when Kyubey asks Homura to call for Madoka's help, Homura refuses and becomes a witch. In fact, the only time Homura accepts help is when Madoka offers to listen to her problems...and the resulting conversation is what motivates Homura's Face-Heel Turn. In other words, Homura's insistence on working alone is presented as a character flaw; even her witch has the nature of self-sufficiency.
Laser-Guided Amnesia: She begins questioning her world when she starts to remember the anime's events.
Lost Aesop: In the original series this was "If it ain't broke, don't fix it." In this movie it's subverted when Homura gets exactly what she wants. Whether or not she can control her new universe in her fractured mental state is questionable.
Meaningful Name: As in the anime, Homura's first name can be translated as "flame". However, the name can also refer to metaphorical flames, such as passion or ambition. It's appropriate for an analogue of Paradise Lost's Lucifer. In fact, Homura's full name can be translated as something along the lines of "the flame of dawn" which is synonymous with "light bringing" and "morning star", the literal translations of Lucifer's name.
Moral Event Horizon: An In-Universe example with her erasure of Sayaka's memories. Sayaka herself said she'd always remember Homura as a demon for that.
Necessarily Evil: She meddles with Ultimate Madoka's system, mind-wipes everyone, and effectively turns the entire universe into her Witch labyrinth; but by doing so she permanently nerfs the Incubators and creates a world where everyone is alive and happy. Even though she ostensibly did all this out of obsession with Madoka, she doesn't attempt to brainwash Madoka into being her lover, and she returns her red ribbons, implying that she feels her selfish betrayal makes her undeserving of Madoka's selfless love. She also accepts that Madoka will probably regain her powers someday and become her enemy. This is because Homura doesn't want Madoka's love at all - she just wants her to be happy.
Nice Job Breaking It, Hero: It was highly implied that, had Homura not told Incubators about the Law of Cycles and how the Witch system worked in the previous world, they would not have attempted to carry out the experiment to test her theory and the events of the movie would not have happened.
Our Monsters Are Weird: Homulilly is probably more full of sheer WTF than any other Witch seen previously. She initially looks like a giant humanoid figure... but then she loses most of her head and it just gets stranger from there. First there's the exposed portions of the skeleton and the ribbons that turn into hands. Then there's the tears of teeth that can move around and shoot nuts, the clock hands emerge from the remains of her head, the flying shields with fanged mouths, the weird-looking birds, the Homura-soldiers that come in various sizes, and the Demonic Dummies.
Perverse Puppet: The Clara Dolls, also known as Children of the False City. They are Homulilly's familiars, which means they are part of Homura. Their skin in the color of corpse, they sport Tons Of Teeth displayed by their perpetual Slasher Smile, and they have extremely creepy psycho eyes. They have names that are a manifestation of Homura's opinion of herself: Arrogance, Sadsack, Liar, Coldheartedness, Selfishness, Slanderer, Dunce, Jealousy, Lazybones, Vanity, Cowardice, Fool, Bias, and Obstinance. Supposedly there's also one by the name of Love, which is nowhere to be seen. Each of them is more than a match for a magical girl. By the end of the movie, those creepy critters are everywhere!
Pet the Dog: During her epic battle with Mami, she gets an opportunity to shoot her Soul Gem and kill her instantly, but she decides to shoot her in the leg instead. Good thing, too, because the vulnerable Mami was an elaborate copy made of ribbons, and the real Mami probably would have killed Homura if she had tried to murder the fake.
Poke the Poodle: In order to affirm herself as a Card-Carrying Villain, she breaks Mami's teacup and causes Kyoko to waste a couple of apples... maybe. She may have just been trying to reach out to Mami and denying her desire to be Kyoko's friend.
Pragmatic Villainy: Arguably the reason Akuma Homura constructs a better world. She doesn't particularly care for the happiness of other people, but she wants to make Madoka happy... and Madoka is happy when other people are. Might also be the reason she doesn't just erase Sayaka, Mami and Kyoko from existence and instead gives them better lives.
Protagonist Journey To Villain: Realizing that a great evil must be stopped from manipulating Madoka's ideal universe for its own gain, she becomes an even more powerful antagonist willing to cross a Moral Event Horizon to not let this happen ever again, making the whole series this in hindsight.
Reality Warper: As Akuma Homura, she recreates the world and rules as its supreme power now that she has dethroned Ultimate Madoka. She is still suffering throughout because she cannot forgive herself for this act of betrayal. As such, she literally reigns over a Self-Inflicted Hell.
Refusing Paradise: Homura does it twice. The first time it's to deny the Incubators access to Madoka, and the second time it's to arrange Madoka's safety and happiness on her own terms.
Sanity Slippage: The original series has been a long, slow one for her, and this movie seals the deal. Whether or not she's insane by the time The Stinger rolls in is up to much debate.
Shadow Archetype: This was suggested in the anime, but by the end of the movie it becomes clear that Homura is this for Madoka. Whereas Madoka believes she should sacrifice herself for everything, Homura believes that everything should be sacrificed for Madoka.
▄bermensch: Homura is finally winning at life, saving Madoka and creating a world where Madoka can be happy. Too bad for everyone else, though. Or maybe not. Sayaka and Nagisa are alive, the quality of Mami's and Kyoko's lives has improved substantially, and everything seems relatively normal again... at the expense of no one else even remembering the previous timelines, Madoka herself included.
Unreliable Expositor: A rather subtle example. Homura tells Madoka that in the "dream" she had, Madoka had to go somewhere far away, that they could never meet each other again. This is actually wrong: Madoka explicitly says at the end of the anime that she is everywhere. (Well, until Kyubey put up his Isolation Field...) She also stated that they will meet again someday. (When Homura's soul gem will completely corrupt, making Madokami come for her) But Homura being the only person in the universe remembering Madoka made her start to even doubt that her memories of Madoka were real, and therefor that she would see her again.
Utopia Justifies the Means: After seeing an endless amount of ways things can go wrong in a multitude of timelines, Homura is going to fix this twisted universe and ensure the other magical girls are safe, happy and not even remembering their original grisly fates, whether they like it or not.
Villain Protagonist: Homura is the most proactive character in the movie and the main focus. At the end, she turns on Madoka and becomes the Devil to Madoka's God.
The Voiceless: Averted as Homulilly; she is the first Witch in the series to speak in coherent language (not just distorted German or the like).
Well-Intentioned Extremist: Say what you will about her Face-Heel Turn, but ultimately, it ended up doing to Kyubey something not even Madoka could do, and left the world in a fairly happy state... at the cost of having to brainwash her best friend and feeling remorse for all eternity, or at least until the next installment in the series.
Yandere: Homura was already a borderline example in the series. She takes it Up to Eleven here, going as far as to kidnap and brainwash most of the cast in an attempt to make a happy and normal life for Madoka. She traps Madoka in the new world so that Madoka doesn't leave ever again...and she isn't doing it to be with Madoka forever, she's doing because she genuinely believes Madoka is happier this way.
You Are Worth Hell: Homura becomes a Witch for Madoka's sake. Then she one-ups that and becomes the devil for Madoka's sake.
Zettai Ryouiki: She abandons her tights for knee-high socks this time around. She also sports thigh highs as Akuma Homura.
At the end of the anime, Madoka wished to destroy all Witches before they were born, which ultimately erased her from existence. However, when the movie begins she is inexplicably alive and living with her family while secretly being a magical girl. Just how has this happened?
Amnesiac God: Twice. The first time was intentional, and she entrusted her powers and memories to Sayaka and Nagisa so they could return it to her at the right time. The second time is forced by Akuma Homura, who extracts her human self from Ultimate Madoka and rewrites her memories as well as suppressing her powers. However, it is heavily implied that she will regain her powers and memories when given the right trigger.
Back from the Dead: For a given value of dead. Exactly how this happened is one of the movie's mysteries. In fact, she's still a concept and is just manifesting as herself in Homura's Witch barrier. However, at the end of the movie Homura actually brings her back to "life" for real.
Dramatically Missing The Point: A subtle example. Before the Isolation Field is destroyed, Homura tells Madoka "No matter what sin, I can take it on. No matter what I might become...I'm certain it'll be fine, as long as you're by my side." Madoka thinks that this means Homura wants to be with her forever (and it might just be what Homura meant at the time). In hindsight, it turned out to mean something else...
Fake Memories: Initially it seems that these memories were implanted by Homura's Witch barrier. It turns out Madoka had actually entrusted her memories to Sayaka and Nagisa in order to fool Kyubey.
Not So Omniscient After All: She's surprised when Homura grabs her hands just when she's about to take Homura's Soul Gem. This seems like a Plot Hole, but it actually isn't; by creating a space where the Law of Cycles could not enter Kyubey actually blocked Madoka's omniscience (which is based on her omnipresence). Furthermore, when Madoka entered Homura's Soul Gem she entered it in the form of a human, meanig she was also not omnipresent, and therefore not omniscient. When the Isolation Field was destroyed, Madoka regained her memories and powers...but she was still in the form of a human. (This is also why Ultimate Madoka could be seen by Mami and Kyoko). Thus Madoka was unaware of Homura's intentions. (And see Dramatically Missing The Point).
Unwitting Instigator of Doom: Madoka becomes this in the scene in the flower field. Homura tells Madoka about a dream she had where Madoka went far away from everyone and no-one but Homura remembered who she was. Madoka comforts Homura and says that she would never do such a thing, because she wouldn't want to be separated from her friends and family. This shocks Homura, who begins believing that Madoka sacrificed herself at the end of the anime not because she wanted to, but because she had no other choice. At this point, Homura no longer accepts Madoka's sacrifice and exclaims that she should have tried to stop Madoka from sacrificing herself in the final timeline. This is what drives Homura's actions at the end of the movie; Homura tries to fulfill what she believes are Madoka's true desires.
Willfully Weak: In Homura's Mental World, Madoka purposely restrains her own power as part of her Memory Gambit against Kyubey. If she did unleash her full abilities it would have allowed Kyubey to observe and potentially interfere with and control the Law of Cycles.
Your Soul Is Mine: It is stated in both Rebellion and All There in the Manual that magical girls and unborn witches become part of the Law of Cycles. Reading between the lines, the implication is that Madoka as the Law of Cycles is a benevolent version of this. When Madoka purifies a Soul Gem, she really absorbs its despair into herself. She then absorbs the actual Soul Gem..
At the end of the anime Sayaka had vanished from the world, taken by the Law of Cycles. Like Madoka, she has inexplicably returned to life. Just what secrets is she hiding?
Back from the Dead: Like Madoka, she is somehow alive again. It turns out that Sayaka is now part of Law of Cycles and is basically acting as an assistant to Madoka. She then comes back for real as an apparent side effect of Akuma Homura's ascension.
Defiant to the End: Just before Akuma Homura erases the last of her memories, Sayaka says that she will always remember Homura is a demon.
Iaijutsu Practitioner: She frees Homura from Mami's ribbon restraints by cutting the lock in this fashion. And at another point in the following scenes, she slashes her sword fast enough to jam it in Homura's shield before she can escape via time-stop, thus preventing Homura from using her shield for a while. That takes some skills.
Obfuscating Stupidity: She's one of only two people who knows what's really going on due to Madoka suppressing her own memory, and she was even able to fool Homura and surprise the latter with her newfound strength and cunning. (Given that Kyubey knew Sayaka was taken by the Law of Cycles, the implication is that Sayaka was pretending to be an illusion created by Homura's barrier.)
Ship Tease: Lots with Kyoko. Notably, during the climactic batttle she tells Kyoko she was happy to be by her side and regrets leaving her behind when she died. It's implied that, since Sayaka remembers previous timelines, she became aware of what Kyoko tried to do for her when she became Oktavia, and how upset Kyoko was when she died. This is similar to how Madoka only realized Homura was her best friend after seeing prior timelines. Of course Sayaka would now have regrets.
Summon Magic: As part of the Law of Cycles, Sayaka can summon Oktavia von Seckendorff, her Witch form, and also an army of familiars from other Witches. All There in the Manual explains Oktavia can appear anywhere there is water, which is why Sayaka stabs herself to summon Oktavia with her blood in the climactic battle.
Took a Level in Badass: Thanks to retaining memories of previous timelines due to Madoka's influence, she fights much less erratically and is overall more cunning. She's also capable of summoning Oktavia as a Guardian Entity, as well as a boatload of Witch's familiars.
Took a Level in Kindness: She still maintains some brashness but is overall a lot nicer and more understanding than she was in the original anime. This is because she has memories of previous timelines.
As before, Mami is still the senior magical girl in Mitakihara. However, she's now living with an odd creature she calls Bebe, which seems to have helped combat her loneliness. She comes into conflict with Homura when the latter attempts to discover the truth of their world.
Batman Gambit: Pulls a hugely epic one on Homura. First she attaches a ribbon to Homura to make herself immune to Homura's time stops. Then, when Homura seems to have landed a disabling shot, she reveals that the Mami Homura was fighting was just a copy made from her ribbons.
Took a Level in Badass: What happens when Mami is no longer held back by her emotional issues? She adds tons of new weapons like handguns and shotguns to her arsenal, she uses her ribbons to devastating effect (even using them to create a duplicate of herself at one point) and her Tiro Finale upgrades to a railway gun. Damn.
Kyoko is now a classmate of Madoka, Sayaka and Homura. She's also living at Sayaka's place, and it seems that the social interaction has made her nicer than she was in the anime. When Homura starts getting suspicious, she comes to Kyoko with a request that tips her off to the secret of their world.
Flanderization: Her Big Eater tendencies are subjected to this. This is likely due to the Fake Memories implanted by Homura's Witch barrier. Later in the movie it's implied she reverted to her old personality after finding out the world was an illusion.
Joshikousei: Unlike in the series, she wears the school uniform when not transformed. Later she changes back to her casual clothes and wastes time in the arcade, possibly to indicate that she's stopped going to school since it isn't even real anyway.
Punch Clock Hero: Along with Homura, she's the first to find out about the Witch barrier illusion world, but would rather spend her time playing Dog Drug Reinforcement and snarking than playing a proactive role in helping Homura like the others.
Ship Tease: Lots with Sayaka, see Sayaka's entry above. They are actually living together in the same house now.
Took a Level in Kindness: Kyoko now acts more like a typical, slackerish schoolgirl, and is good pals with the other characters. This is the result of Fake Memories. After she learns the truth, she reverts back to her sour-natured self from the anime. At the end of the movie, Akuma Homura's changes to the new world keep her from reverting to her previous personality.
A brand new magical girl introduced in the movie, she is quite a bit younger than the others. The true identity of Bebe, see her section for more details. Also the magical girl that became the Witch Charlotte.Note: Again, like Homura, there are many spoilers related to her, so watch out.
Actor Allusion: It's Kana Asumi voicing a Madoka Magica character and the human form of Charlotte at that. It's more surprising that she wasn't part of the show to begin with.
Animal-Eared Hat: The hat she wears while in her magical girl outfit has cat ears.
Ascended Extra: In the anime her only role is being the Witch who kills Mami. In Rebellion she comes back as a magical girl and joins the main cast.
Back from the Dead: As a magical girl, and the witch Charlotte, she was already dead to begin with; here she returns as part the Law of Cycles. She's brought back for real in Akuma Homura's new world.
Badass Adorable / Little Miss Badass: She's even cuter than the rest of the cast, and is only 10 years old; yet she has a lot of strength on her side, between her powerful weapon (see Instrument of Murder below) and her ability to use her Witch form, Charlotte, and summon hordes of her's and other witch's familiars.
Broken Streak / The Last of These Is Not Like the Others: Breaks a few of the trends set by the other Puella Magi: Her eye, hair and magic colours are all different from one another, and her eyes are two colours rather than just one. Nagisa is also younger than the rest of the Puella Magi, being the only one younger than 12, and doesn't go Mitakihara Middle School like the others, instead going to Elementary; she also wears a casual outfit rather than everyone else, who normally wear their school uniforms. Her weapon of choice (a bubble trumpet gun) does not fit in with everyone else's weapons, the others being practical, conventional weapons.
Came Back Strong: Partially by virtue of coming back as her magical girl self. She's even stronger than usual due to gaining powers granted to her as part of the Law of Cycles—notably control over her witch form, Charlotte, and her's and other witch's familiars.
It's interesting to note that her personality has more in common with Miyako than Yuno. Compare to Mami, who shares Miyako's voice actor but has a personality closer to Yuno.
Extreme Omnivore: When she puts on her "Bebe" face. It's a power granted to her by being part of Law of Cycles.
Familiar: Once she starts fighting, she's accompanied by two of Charlotte's familiars, and as the fight goes on she's accompanied by familiars from other witches as well. This is due to her new summoning powers from the Law of Cycles. She rides a Sebastian at one point.
Girlish Pigtails: Sports two very small ones. Unusually, she also has long hair.
An odd creature that appears to be the Witch Charlotte. She's currently living with Mami and is helping the magical girls fight Nightmares. She is secretly the magical girl Nagisa Momoe, see her section for more details.
Ascended Extra: After having only appeared in one episode of the anime, she gets an expanded role.
Obfuscating Stupidity: Bebe knows what's really going on, and is acting the way she is in order to fool Kyubey. (Like Sayaka, she's trying to pretend she's an illusion created by Homura's barrier. If Nagisa didn't disguise herself as Bebe, Kyubey would have recognized Nagisa as a magical girl taken by the Law of Cycles and he would have wondered why she appeared in the barrier of someone who never met her.)
Red Herring: Homura initially targets Bebe, since she's obviously a Witch. The truth turns out to be more complicated.
Scary Teeth: A mouthful of razor-sharp ones in her worm form, natch. She also reveals them when eating cheese in her doll form, though they're not as pronounced and more in the vein of Cute Little Fangs.
Speaking Simlish/The Unintelligible: What she actually says is mostly nonsense, but it's translated through subtitles. The characters seem to understand her just fine. She does mix in a few actual words at different points: Mascarpone, Parmesan, and Kyubey.
Team Pet: To the magical girls, particularly Mami.
Theme Naming: It seems the creators noticed the Mami = Mommy jokes; Bebe isn't much different from "Baby". It can even translate to "baby"/"infant" in other languages.
You Don't Look Like You: The biggest difference between Bebe and Charlotte is that Bebe has a face that resembles both characters' worm form. It's believed the design was changed to make Bebe more expressive. Interestingly, one of the pictures of Bebe in Mami's house depicts her looking exactly like Charlotte, which implies that she changed from the older appearance to the new one. Going by information given in the Witches' Booklet, this picture is supposed to be of Bebe before she became her current form seen in the movie, and is noted to have been silent and expressionless, thus confirming the implication as correct.
The contractor of magical girls. In the movie Kyubey is more of a standard magical girl mascot, mostly because he acts cuter, cuddlier, sweeter and more helpful. In fact this Kyubey is apparently not even capable of human speech. This turns out to be an act. As always, his real motives are much more sinister...
Asshole Victim: Kyubey isn't dead, but let's face it, he and his fellow Incubators fully deserve the treatment Akuma Homura is putting them through.
Batman Gambit: His attempts to get Homura to call on Madoka's power to save her, thereby allowing him to observe the Law of Cycles. It fails, as does his attempt to get Madoka to release her power directly.
Clark's Third Law: The Incubators were able to build a field that blocked out any kind of external influence, including the Law of Cycles.
Create Your Own Villain: He and Homura were already enemies, but she never really posed a threat to him until his own actions resulted in her becoming a demon.
Demoted to Dragon: His plan backfires in the worst way possible and leaves his entire race at the mercy of Akuma Homura, who is keeping them alive for her own purposes.
Evil Plan: The Lotus-Eater Machine is the result of Kyubey putting Homura in an isolation field that not even Ultimate Madoka/the Law of Cycles can reach. Homura's corrupted Soul Gem then creates a Witch barrier inside itself that can bring others from outside the field into it. Kyubey hopes that the field brings in the Law of Cycles, allowing him to observe it's existence... since once he observes the Law of Cycles he can try to interfere with and control it, bringing back the old system of magical girls turning into Witches.
Fatal Flaw: Trying to bring back the Witch system and underestimating Homura's desire to keep Madoka safe and away from him. Without these, he would have had a long, productive life of harvesting energy from magical girls fighting Wraiths without someone wanting him dead or suffering. Long story short, he's too greedy.
Gone Horribly Right/Hoist by His Own Petard: Kyubey's efforts to revive the Witch system resulted in the creation of a full-blown devil figure that is genuinely capable of harming him and destroying the universe.
To explain, if Kyubey hadn't trapped Homura's Soul Gem in the Isolation Field, Homura wouldn't have rejected Madoka's sacrifice. Furthermore, it was the Isolation Field that forced Madoka to take an observable human form, allowing Madoka to be interfered with. Finally, Homura wouldn't even know Madoka could be interfered with if Kyubey didn't tell her his plan.
Just Between You and Me: Played with. He explains his entire plan to Homura, but he does it to convince Homura to restore Madoka's memories. He also doesn't tell Homura his true goal, but she figures it out anyway.
Mind Rape: It's implied Akuma Homura did something like this to him in The Stinger, giving that he seems to be quivering in fear. Note that earlier Akuma Homura claims that she needs his existence to deal with the world's curses... which implies that she's actually making him suffer those curses.
Motive Rant: Gives one when Homura realizes his plan is to control Madoka.
Out-Gambitted: It turns out Madoka was aware of what he was trying to do and pulled off a Memory Gambit with the help of Sayaka and Nagisa in order to break his isolation field from the inside without releasing her full power.
PokÚmon Speak: Kyubey can only say "kyu". Subverted; he's faking it.
Took a Level in Jerkass / Jumping Off the Slippery Slope: The movie might as well be subtitled "In which Kyubey decides that having an amicable relationship with magical girls is lame, and he'd gladly commit grandiose atrocities to get the efficiently horrible witchification system back."
During his Motive Rant, Kyubey claims that Madoka's memories were affected by Homura's barrier. However, Sayaka and Nagisa later reveal that Madoka deliberately suppressed her memories and powers to fool Kyubey. As both Sayaka and Nagisa remember, it's suggested that Madoka would normally be immune to the barrier's memory alteration but allowed herself to be affected.
Its interesting to note that later on, Kyubey tells Homura that if they observe the Law of Cycles, they can interfere with it, learn how to control it, and cause magical girls to become witches again. When Ultimate Madoka comes down to take Homura's Soul Gem, Homura is able to observe her and is subsequently able to interfere with her. But when Homura keeps Madoka from purifying her Soul Gem, she doesn't become a witch like Kyubey predicted. She becomes something else...
Villainous Breakdown: Despite being emotionless, Kyubey almost seems to get more frantic as his plans start falling apart. He is incredulous at Homura choosing to kill herself instead of allowing him to observe Madoka. He is then utterly surprised to learn that Nagisa and Sayaka are themselves part of the Law of Cycles. And then an assembled mass of Incubators all shout in unified shock when the Isolation Field is destroyed. Finally, Kyubey is reduced to near-terror when Akuma Homura arrives.
Walking Spoiler: Knowing too much about Kyubey reveals that he is, once again, the highly intelligent Big Bad. Just look at how much of this section is spoiler tagged—and this isn't even the biggest spoiler.
The new enemies of the movie, instead of the Witches and Wraiths. From what's seen in the movie, they appear to be monsters created by people having "nightmares", and transforming. Only two are seen and fought in the movie: the second one famous for being defeated by the ever-so-well-known Cake Song!
Perverse Puppet: The Nightmares look like dolls. Each one also comes with a pair of disembodied blue hands that move with the Nightmare they belong to and it's almost as if the hands are in control of their Nightmare's motions. This hints that the Nightmares are symbolically puppets; false foes created by Homura's subconscious.
Red Herring: They're not the true villains of the movie, despite the hype.
Madoka's and Sayaka's friend from school, and Kyosuke's girlfriend. She makes a brief appearance in the beginning sequences of the movie, where she temporarily becomes a Nightmare, before being calmed down by the Puella Magi Holy Quintet.
Loophole Abuse: Although unstated, her existence is implied to be this. Madoka wished to erase all witches before they were born. Oktavia is not born, but was absorbed into the Law of Cycles along with Sayaka.