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Characters: Puella Magi Madoka Magica The Movie: Rebellion
This page is only for Rebellion. Tropes present only in the anime go here. Note that many of the examples listed on the anime character page also apply to the characters here.

Beware of major spoilers! note 


    open/close all folders 

Magical Girls

    Homura Akemi 

Homura Akemi

Click here  to see her Witch dress SPOILERS
Click here  to see her Witch form JUST AS SPOILERY
Click here  to see her Devil form EVEN MORE SPOILERY
Voiced by: Chiwa Saito (JP)

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.

  • A Day in the Limelight: She was already an extremely important character, but the movie comes pretty close to being "Puella Magi Homura Magica".
  • Above Good and Evil: She tries to convince herself that all she does to Madoka, she does out of love. But it's suggested her familiars won't let her forget her crime. Alternately, she can't forgive herself, and they might be merely channeling her own self-loathing.
  • Always Save the Girl: She actually does save Madoka... by becoming the devil to her God.
  • Ambiguously Evil: Exactly how evil Akuma Homura is depends on the viewer's value system: on one hand, her world is portrayed as better since Madoka, Sayaka, and Nagisa are alive. On the other hand... well, let's just say she created said world without anyone's consent. There's also the part where she tells Kyubey 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...
    • Meta discussions about real world ethical views aside, in-universe Homura's usurped universe design and personal philosophy is treated as an undeniably bad thing by all parties even slightly aware of the truth: from Kyubey to Sayaka to Madoka to Homura herself. Everyone is alive, well, and content now, but that is part of the ambiguity of the ending, especially when Homura is shown to be going out of her way and taunting the non-cosmically infused magical girls with her new powers.
  • And I Must Scream: As Homulilly she is essentially tortured by her Ironic Hell, is aware of her surroundings, and powerless to fight back the entirety of its psychological horror. Sayaka implies this was true of all Witches.
  • Anti-Villain: By the end of the movie, she has become a Goddess Of Evil, but at least creates a world where everyone is happy, even if she has to kidnap Madoka to do it.
  • Attack of the 50-Foot Whatever: As Homulilly, her Witch form. It's nearly as big, if not bigger, than Walpurgisnacht from the original series.
  • Ballet: Seems to have an overarching motif of "Ballet" through the movie. Not only is it part of her henshin sequence, but Homulily is 'The Nutcracker Witch', with a series of old-timey nutcracker-esque familiars in the form of her Homu-Soldiers (The Lottes). She also indulges in a bit of ballet-esque dancing at the end.
  • 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: As in the series, 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 "Shut Up!": Pulls a very scary one on Kyubey. The effect is lost on the critter, but not on the audience.
  • Bishonen Line: From Homulilly to Akuma Homura.
  • Boss Warning Siren: In a similar manner to Walpurgisnacht, Homulilly has her own countdown.
  • Byronic Hero: Possibly more so than in the original anime. She is taking the role of Lucifer, after all.
  • Card-Carrying Villain: Claims that she is evil and a demon as she first ascends and seizes Madoka and Kyubey, then spends much of the remaining screentime in her usurped universe, tormenting Kyouko and Mami from the shadows, threatening Sayaka and Madoka when they show they still remember the old way and desire to go back to it, and cheerily abusing Kyubey to his absolute limits of endurance. This is all meant to showcase how pathetic and self-loathing she is, especially when it's seen that her familiars are still around and are being unconsciously ordered to punish and revile her for her crimes.
  • Catch Phrase: Kind of. At several points in the movie, Homura claims that no-one can understand her, or that she doesn't expect anyone to understand her.
  • Clasp Your Hands If You Deceive: Yes, Akuma Homura does a Gendo pose at one point.
  • Combat Pragmatist: She tries to catch Mami Tomoe off guard by faking a suicide. Too bad her opponent one-ups her by faking her entire presence in the fight by creating a decoy to fight for her.
  • Cool Mask: As Homulilly. It quickly falls off, only to reveal that there's nothing on the top of her head, except for 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: Becomes one by the movie's end as Akuma Homura. 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 and having ascended to the nearest equivalent of the Devil in this universe, this is how Homura truly feels about herself in the end. Her familiars express the feeling by pelting her with magically conjured tomatoes.
  • Did You Just Punch Out Cthulhu?: Did you just usurp the goddess of hope? And, as a mere afterthought, enslave and Mind Rape the Incubators?
  • Died Happily Ever After: It's ultimately defied. She refuses to, after realizing the Incubators might eventually get in the way of the 'ever after' part.
  • Discard and Draw: Homura has regained her Time Stands Still powers. Mostly because it's all in her head.
  • 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.
    • In this case, the event where she puts her gun to her head was A Batman Gambit, she knew Mami would put down her guard and try to stop her; this lets her fire a bullet at Mami's ribbon through Homura's own skull. A combination of Magical Girl's being "zombies" whose only weakness is magic hope drain/soul gem destruction and her Witch Self not having an upper skull meant the damage was superficial.
  • Entitled to Have You: A weird variant. Homura doesn't think she's entitled to have Madoka... but she does think she's entitled to do anything to make Madoka happy.
    • That being said, Homura has a very specific and inflexible definition of "happiness": Madoka is not allowed to fight or help others at her own expense, even for a cause that she ardently believes in. On the other hand, Madoka has a habit of giving up her life to help others.
  • Eleventh Hour Superpower: In a horrific twist on the "magical girl creates a happy ending at the last minute by using The Power of Love" plot, Homura uses the power of her love for Madoka to become a demon and create her own happy ending...
  • Evil Costume Switch: As Homulilly, then Akuma Homura.
  • Evil Counterpart: By the end of the movie, she becomes one to Ultimate Madoka, making her the universe's Devil in the process.
  • Exhausted Eye Bags: More and more with each change. Especially as Akuma Homura, though she'll put on a show when confronted, she's not happy and knows it.
  • Expy: The Whole Plot Reference gives her the role of Lucifer from Paradise Lost. Or maybe Mara from Buddhism.
  • 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 test subject, and this time they would have known what to expect. Eventually, they could have stripped Madoka of her powers themselves if Homura didn't intervene first.
  • Eye Color Change: She gains Purple Eyes as Akuma Homura, similar to how Ultimate Madoka has Supernatural Gold Eyes.
  • Face-Heel Turn: This film isn't called Rebellion for nothing. Specifically, Homura's love for Madoka and her willingness to protect her at all costs from the Incubators lead her straight to becoming a Goddess Of Evil.
  • Fake Memories: She gives everyone who is named in her Mental World a fake backstory, including to herself. This also applies for her Mental World as Akuma Homura, even overwriting Sayaka's Witch memory and reversing her and Madoka's New Transfer Student roles in the ending.
    • In the flower field she tells Madoka that since she was the only one who remembered the events of the anime, she began wondering if she hadn't just made it up in her own head.
  • Fallen Hero: By the end of the movie, she has become one due to usurping Ultimate Madoka and altering the Law of Nature, turning herself into the universe's equivalent of Lucifer.
  • From Nobody to Nightmare: Homura sure went a long way, from a bedridden Ill Girl, to Cute Clumsy Girl, to a proper Magical Girl Warrior, to The Stoic Determinator Time Master, to The Chosen One of a Physical God, to Satanic Archetype Dark Messiah.
  • The Glasses Come Off: When she starts getting serious.
  • Goddess Of Evil: In the Buddhist sense, Akuma Homura. She traps Madoka in the other magical girls in her own world...so they can all live happy lives.
  • 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.
  • Good Wings, Evil Wings: Feathery black ones as part of her ascension into Akuma Homura.
  • 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 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  Homura might be acting like a devil, but if her familiars are any indication she secretly wants to die.
  • Heroic Sacrifice: Attempted. In order to thwart the Incubators' 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 other 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.
  • Humanoid Abomination: Homulilly is a headless, skeletal humanoid reminiscent of a Calaca doll. In sharp contrast, Akuma Homura averts this, instead crossing the Bishonen Line.
  • I Did What I Had to Do: At the end of the movie she seems to feel this way about creating a Gilded Cage for Madoka's happiness, as well as erasing everyone else's memories of her having usurped Ultimate Madoka.
  • I Have This Friend: A variation. In the flower field Homura tells Madoka about what happened to her at the end of the anime, but she calls it a dream she had.
  • I Have You Now, My Pretty: Pulls a fast one on Ultimate Madoka, much to the horror of everyone, including the viewers.
  • I Let Gwen Stacy Die: After an Amnesiac God Madoka tells Homura that she would never want to sacrifice herself the way she did in the anime, Homura begins to honestly believe that she should have stopped Madoka's Abstract Apotheosis.
  • Indy Ploy: It's hinted her plan to bring down Ultimate 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.
  • Jumping Off the Slippery Slope: She fully cements her status as a Goddess Of Evil with her erasure of Sayaka's memories. Sayaka tells her she'd always remember Homura as a demon for that.
  • 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.
  • Louis Cypher: See Meaningful Name, below. She even has a rivalry with an 'angel' named "Miki"!
  • Love Makes You Evil: Homura's love for Madoka ultimately drives her to essentially become the Devil, even usurping and reducing Ultimate Madoka back to a normal human life.
  • 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.
  • Meganekko: Once again present in her timid appearance, but she ditches them once she starts to notice something's wrong in Mitakihara City.
  • 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.
  • New Transfer Student: She first appears in the movie similarly to her original timeline from the series' climax. she switches roles with Madoka at the movie's end, instead showing a powerless Madoka the way around the school.
  • Next Tier Power-Up: During the movie, she goes straight from a veteran magical girl to a powerful Witch, then the universe's Goddess Of Evil. After becoming Akuma Homura, she breaks her old Soul Gem in her mouth and gets something entirely new. Which she then swallows.
  • Nice Hat: Gains a top hat as the Witch Homulilly, but it quickly falls off.
  • Nice Job Breaking It, Hero: It was highly implied that, had Homura not told the 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.
  • Opera Gloves: Sports black ones as part of her new Goddess Of Evil attire.
  • Our Monsters Are Weird: Her Witch form, 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 Clara Dolls.
  • Pay Evil unto Evil: By the end of the movie, she's essentially become the universe's devil-figure and reduced the entire Incubator race, who have been been thoroughly portrayed as scheming scums, into her slaves.
  • 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.
  • Pimped-Out Dress: Dresses up in black Elegant Gothic Lolita-style robes when turning into her Witch form, Homulilly.
  • 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... although she might have been denying her desire to be Kyoko's friend.
  • Power Gives You Wings: Gains black feathery ones as Akuma Homura.
  • The Power of Love: Once again, her love for Madoka drives the movie's plot. This time, it's what allows her to become the devil. Remember, it's that kind of show.
  • 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.
  • Right for the Wrong Reasons: When Homura confronts Bebe, she believes that Bebe knows what really is going on because she thinks Bebe is the witch that created the false Mitakihara. In fact, Bebe does know what's going on, but she's not the one who created the barrier.
  • 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.
  • Satanic Archetype: She ends up becoming essentially Lucifer in Magical Girl form and the Evil Counterpart of Madoka, who is a Messianic Archetype. Even so, she still refuses to actively hurt anyone, except Kyubey who frankly had it coming.
  • Self-Inflicted Hell: Given the Whole Plot Reference, this the main reason that Homura's victory is bittersweet and she can't be truly happy with the new world she created. Still, she is willing to accept it as long as Madoka is happy.
  • Sexy Backless Outfit: Wears a black, backless dress upon becoming Akuma Homura.
  • 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.
  • The Shadow Knows: In the opening sequence.
  • Slasher Smile: Flashes one shortly before turning into Akuma Homura, and it's really creepy.
  • Slouch of Villainy: As Akuma Homura, she's noticeably more nonchalant in her demeanour than usual.
  • Tomato in the Mirror: When she realizes the Witch she's been hunting during the first half of the movie is herself.
  • Too Good To Be True: It is implied that this is why Homura begins questioning the world at the start of Rebellion. Even in a Lotus-Eater Machine made by her own subconscious, Homura cannot be happy.
  • Totalitarian Utilitarian: Weird example. Homura just wants a world where Madoka is happy... but that pretty much means creating a world where other people are happier too.
  • Tragic Hero: The film is essentially all about how Homura's undying love for Madoka causes her to become the villain.
  • Tragic Keepsake: Madoka's hair ribbon though it only actually appears near the end of the movie. In one of the last scenes Homura actually returns it to Madoka.
  • Tragic Monster: Homura does not take her Face-Heel Turn lightly and is shown to be constantly torn by regret for what she had to do.
  • ▄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.
  • Unwanted Rescue: While retaining enough control, Homura wanted the other Puella Magi to kill her. Instead, they took part in saving her, which led to her corrupted self performing a different Unwanted Rescue on Ultimate Madoka.
  • 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).
  • Walking Spoiler: While she was already one of the greatest Walking Spoilers in the original series, the movie takes it up a notch and turns her into the centerpiece of many game-changing twists, making it very hard to get into the movie's depiction of her without getting spoiled.
  • 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 in order to protect Madoka from the Incubators' plans. She then one-ups this later by turning into her universe's Goddess Of Evil just to make sure nothing can ever get in the way of Madoka's happiness.
  • Zettai Ryouiki: She abandons her tights for knee-high socks this time around. She also sports thigh highs as Akuma Homura.

    Madoka Kaname 

Madoka Kaname

Voiced by: Aoi Yuuki (JP)

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.
  • Big Good: As in canon.
  • Brought Down to Normal: At the end of the movie she returns to being a normal girl, though it's hinted that she'll regain her powers when given the right trigger, something Akuma Homura bitterly accepts.
  • Create Your Own Villain: Homura's transformation into a Goddess Of Evil was partially Madoka's fault, no thanks to her answer in the field of flower.
  • Decoy Protagonist: As in canon; the movie initially follows Madoka, but soon Homura becomes the main character.
  • Didn't See That Coming: Despite her apparent omnipotence, Madoka didn't expect Homura to usurp her as the new ruler of the universe, even going as far as stripping her of her powers. See Not So Omniscient After All for why.
  • 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.
  • God in Human Form: This is what Madoka is throughout the movie. Although the show doesn't explicitly state this, by taking the form of a human it's implied Madoka has lost access to her omniscience (since she is not existing in all points of space and time), and she couldn't predict the future earlier because of Kyubey's Isolation Field blocking said omniscience (as it creates a space where Madoka cannot enter unless invited).
  • Goddess Of Good: As Ultimate Madoka, like the series' ending.
  • Laser-Guided Amnesia: In Homura's new world. See Amnesiac God.
  • Memory Gambit: Transferred her memories over to Sayaka and Nagisa so in order to fool the Incubators and save Homura from the Isolation Field.
  • New Transfer Student: In Homura's new world. In fact, she was living in America for three years.
  • 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, and therefore was also neither omnipresent or 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 making her unaware of Homura's intentions.
  • Posthumous Character: She's supposed to be, but given the events that transpired in the original series' finale, she's instead slowly forgotten by Homura, despite her omnipresence. This is because the Incubators captured Homura and put her in an Isolation Field, where Madoka's omniscience cannot reach.
  • Supernatural Gold Eyes: As her Ultimate Madoka form. Also when she shortly remembers her duty as such just before Homura forces her back.
  • Unwanted Rescue: Twofold; she, along with the other magical girls, saves Homura from the Incubators' Isolation Field, despite Homura wanting to die as a Witch. Later on, Homura "saves" her from the Law of Cycles, but by doing so de-powers Madoka and creates a world where she leads a happy life, regardless of everyone else's fate.
  • 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 / control the Law of Cycles.
  • Wistful Amnesia: In Akuma Homura's new world.
  • 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.

    Sayaka Miki 

Sayaka Miki

Voiced by: Eri Kitamura (JP)

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.
  • Back-to-Back Badasses: With Kyoko.
  • Bash Sisters: Fights this way with Kyoko, especially during the final battle where Oktavia, controlled by Sayaka herself like a weapon, wields a giant version of Kyoko's spear.
  • Blood Magic: Sayaka can summon her Witch form, Oktavia, wherever there is water. In the absence of a sufficient amount of water, she stabs herself and summons her from her own blood.
  • Brought Down to Normal: Just like Madoka, the very end of the movie has her return to a normal school life, no thanks to Akuma Homura's Reality Warper powers.
  • Came Back Strong: "Dying" and becoming part of the Law of Cycles has given her new powers. See Summon Magic.
  • Defiant to the End: Just before Akuma Homura erases the last of her memories, Sayaka says that she will always remember Homura as 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 draws 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.
  • Laser-Guided Amnesia: In Akuma Homura's new world.
  • 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.
  • Our Angels Are Different: While not explicitly stated, Sayaka arguably fills the role of an angel for Ultimate Madoka, and even confronts Akuma Homura, who fills the role of Lucifer.
  • Posthumous Character: Like Madoka, she's supposed to be, up until she reveals herself to be part of the Law of Cycles and Madoka's angel of sorts.
  • 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.
  • Unwanted Rescue: She's not too happy about Homura's new world, even if she has been brought back to life. On the other hand, even she has to admit it's nice seeing Hitomi and Kyosuke again.
  • Wistful Amnesia: In Akuma Homura's new world.

    Mami Tomoe 

Mami Tomoe

Voiced by: Kaori Mizuhashi (JP)

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.

  • Badass Finger Snap: When she uses magic to style her hair into those glorious twindrills.
  • Batman Gambit: Pulls a hugely epic one on Homura during their confrontation. 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.
  • Big Sister Mentor: To everyone.
  • Building Swing: Mami's ribbons are much more versatile than they were in the anime.
  • Fake Memories: An effect of Homura's Mental World.
  • Improbable Hair Style: It turns out she curls her hair with magic.
  • Modesty Towel: During one gratuitous scene where she comes out of the bath.
  • Self-Duplication: She's able to make a copy of herself with her ribbons, which she does in her fight against Homura.
  • 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, which shoots what can only be described as a NUKE. Damn.

    Kyoko Sakura 

Kyoko Sakura

Voiced by: Ai Nonaka (JP)

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.

  • Back-to-Back Badasses: With Sayaka.
  • Bash Sisters: Fights this way with Sayaka, especially during the final battle where Oktavia wields a giant version of Kyoko's spear.
  • Big Eater: As in canon, but played for cuteness and laughs until after the bus scene, after which it's once again a nondescript quirk of hers.
  • Deadpan Snarker: Has a few moments like this.
  • Demoted to Extra: She has a more marginal role than the other characters.
  • Fake Memories: An effect of Homura's Mental 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.
  • Knight in Sour Armor: After the bus scene, she shows shades of her old apathetic, snarky self.
  • 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.
  • Single Tear: When Sayaka confesses that she regretted having to leave Kyoko behind.
  • 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.
  • Trademark Favorite Food: Apples... but this is also the result of Flanderization.

    Nagisa Momoe 

Nagisa Momoe

Voiced by: Kana Asumi (JP)

A brand new magical girl introduced in the movie, she is quite a bit younger than the others.

Note: Again, like Homura, there are many spoilers related to her, so watch out.

  • Advertised Extra: Nagisa somehow manages to both be this and an Ascended Extra due to being the original magical girl form of the witch Charlotte, who only appeared in one episode of the anime. The descriptions and trailers for the film implied that she would play a major role, but in the film itself she spends most of her time as Team Pet Bebe. It should be mentioned that the movie treats Nagisa's existence as a surprise when Bebe first transforms into Nagisa.
  • Animal-Eared Hat: The hat she wears while in her magical girl outfit has cat ears.
  • Ascended Extra: Surprisingly, she existed in the original anime as Charlotte, the Witch who killed Mami only to be killed herself by Homura in the same episode. 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 also brought back for real in Akuma Homura's new world, albeit with no recollection of her past just like everyone else.
  • 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 familiars.
  • Bare Your Midriff: In her Magical Girl form.
  • 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.
  • Bubble Gun: See Instrument of Murder.
  • 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 Witches' familiars.
  • Chromatic Arrangement: Orange.
  • Expy: Design-wise, she is one to Yuno and Nazuna.
    • 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 even rides a Sebastian at one point.
  • Girlish Pigtails: Sports two very small ones. Unusually, she also has long hair.
  • Hair Decorations: Flower-like hairbands.
  • I Have Many Names: Nagisa Momoe, Charlotte, the Dessert Witch, Bebe.
  • Horse of a Different Color: During the battle against Homulilly, Nagisa rides on a Sebastian—one of Elsa Maria's familiars.
  • Instrument of Murder: Her weapon is a trumpet that shoots bubbles. Each of said bubbles can pack quite a punch; the bubbles from one blow of the trumpet can shake and crack a strong Witch's barrier.
  • I Was Told There Would Be Cake: Apparently the real reason why she went with Madoka and Sayaka to Homura's barrier; she just wanted to eat some cheese again.
  • Mystical White Hair: Her white hair highlights her mysteriousness.
  • Our Angels Are Different: Just like Sayaka, she's essentially an agent of Ultimate Madoka.
  • Plucky Comic Relief: More childish and amusing than the rest of the cast.
  • Rapunzel Hair: Her hair is even longer in relation to her body than Homura's and Kyoko's.
  • Rummage Sale Reject: Unlike the other characters, Nagisa's magical girl outfit is a rather odd assortment of clothes: she wears a poncho, suspenders, a poofy skirt and a hat with cat ears.
  • Sixth Ranger: Joins the Puella Magi as part of the team, minus Homura, since Homura had turned into a Witch at the time.
  • Sweet Tooth: Definitely. Her Soul Gem, in its transformed state, even resembles a smiling candy, to boot!
  • Technicolor Eyes: They're yellow on the inside and red on the outside, like the caterpillar form of her witch, Charlotte.
  • Token Mini-Moe: She's younger than the rest of the cast, and goes to elementary school.
  • Trademark Favorite Food: Cheese, to the point where she interrupts an emotional moment between Kyoko and Sayaka to proclaim her love for it.
    • Notably, Mami, who she spends a lot of time with—and was her best friend and saviour from despair as Bebe—is yellow like cheese. Might be a subtle form of Ship Tease.
  • Voluntary Shapeshifting: Can transform into her Witch form, and can also put on her Bebe face in order to gain Extreme Omnivore powers. These powers are due to being part of the Law of Cycles.
  • Walking Spoiler: Knowing too much about her reveals the fact that she's Charlotte's original incarnation.

Other Characters

    Bebe 

Bebe

Voiced by: Kana Asumi (JP)

An odd creature that appears to be the Witch Charlotte. She's currently living with Mami and is helping the magical girls fight Nightmares.

  • Ascended Extra: After having only appeared in one episode of the anime, she gets an expanded role.
  • Big Eater: She does like to eat.
  • Heel-Face Turn: Unlike her anime self, she is firmly on the heroes' side, and is practically Mami's best friend.
  • Non-Standard Character Design: Well, she is a Witch, so her design and movements differ quite a bit from the other characters.
  • Obfuscating Stupidity: Just as Homura was quick to assume, 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.
  • Only Known by Their Nickname: According to Word of God, her name really is Charlotte, but she never actually gives her name and the characters can't read the Cypher Language. Warning: Major spoilers in the link!
  • Red Herring: Homura initially targets Bebe upon finding out she can't leave Mitakihara City, with the excuse that Bebe's obviously a Witch. The truth turns out to be more complicated.
  • Ridiculously Cute Critter: Holy crap, yes. And unlike Kyubey or her Anime incarnation, she's every bit as benevolent as she looks.
  • 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.
  • Significant Double Casting: She shares the same voice actress as Nagisa Momoe, despite only speaking in gibberish during her screentime. This is because she and Nagisa are the same being.
  • 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. Often clashes with Madoka's Kyubei at the start.
  • 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.
  • Trademark Favorite Food: Cheese, of course.
  • Took a Level in Kindness: Compared to the anime's Charlotte, she's kind, helpful, and Mami's new pet and best friend. This is because she is a magical girl in disguise.
  • Voice of the Legion: You REALLY need to listen carefully to hear it, but her worm-form has a slight flanging effect to its voice.
  • Voluntary Shapeshifting: Retains her worm form from the previous series. She also adds a Magical Girl transformation.
  • 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.

    Kyubey 

Kyubey

Voiced by: Emiri Katou (JP)

The contractor of magical girls. In the movie Kyubey is more of a standard magical girl mascot: cute, cuddly, sweet and helpful. In fact this Kyubey is apparently not even capable of human speech. This turns out to be an act. Par for the course, his real motives are much more sinister...

  • Batman Gambit: He 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.
  • Big Bad: Once again, everything is Kyubey's fault... but then he and his entire race are Demoted to Dragon by the even more poweful Akuma Homura.
  • Break Them by Talking: Kyubey attempts to get Homura to summon Ultimate Madoka. It doesn't work.
  • 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 that exceeds even Ultimate Madoka.
  • 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 seen in the first half of the movie 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 from the original series. 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.
  • Laser-Guided Karma: After everything he's done not merely to the heroes, but in regards to all of the misery he's caused to all Magical Girls everywhere, and pretty much getting away with it all in the series, Kyubey finally gets a face-full of karma that's been building up for millennia. His plans: destroyed beyond repair. His species: enslaved to one of his own "cattle". Himself: MIND RAPED.
  • Manipulative Bastard: As per the original series, only this time he's outright manipulating Homura to make Madoka observable, potentially allowing him to interfere with or even control the Law of Cycles. This backfire spectacularly by Homura's ascension into a Goddess Of Evil.
  • 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 and the Law of Cycles.
  • My God, What Have I Done?: After the advent of Akuma Homura, he can only cower in front of the hell he's inadvertently unleashed.
  • Nice Job Fixing It, Villain: Not only does Kyubey fail to revive the Witch system, he creates an entity that can actually threaten his kind.
  • Obfuscating Stupidity: During the first half, Kyubey is purposely acting like a cute harmless animal in order to observe the magical girls.
  • Oh Crap: When Homura and Madoka are about to destroy the Isolation Field for good, all of the Incubators express their shock in unison.
    Incubators: "I don't get it."
  • 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", although he's faking it for the movie's first half.
  • Ridiculously Cute Critter: Purposely invoked on his part.
  • Screw This, I'm Outta Here!: After seeing the ascension of Akuma Homura, Kyubey realizes that it was a huge mistake to experiment with human emotions and tries to run off. Homura doesn't let him.
  • Smug Snake: Unlike the usual Magnificent Bastardy he revels in, his planning this go-around bites him in the ass. BIG TIME.
  • Speak In Unison: See This Cannot Be!.
  • Team Pet: Kyubey acts as the team's mascot and doesn't seem to do much other than look cute. This is intentional on his part.
  • This Cannot Be!: An assembly of Incubators all announce at once that they just don't get it after Homura and Madoka's attack punches through their isolation field and bombards them with a Rain of Arrows.
  • 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."
  • Unreliable Expositor:
    • 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.
    • It's 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. And even then, he's not biggest spoiler.

    Nightmares 

Nightmares

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!

  • The Heartless: They're basically manifestations of a person's negative emotions, which then proceed to possess their body and go on a rampage.
  • Lighter and Softer: Than the previous Witches and Wraiths by a LONG shot: true, the teddy bears and pillows they fire as projectiles can smash buildings, but they're still teddy bears and pillows.
  • Lotus-Eater Machine: These abominations come from one. Specifically, Homura's Witch barrier.
  • 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.

    Hitomi Shizuki 

Hitomi Shizuki

Voiced by: Ryōko Shintani

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.

    Oktavia von Seckendorff 

Oktavia von Seckendorff

Sayaka's Witch form.

  • Blade on a Stick: Wields a giant version of Kyoko's spear in the latter part of the movie's climatic battle against Homulilly, which is used as the first step to break out of Homura's Mental World.
  • Guardian Entity: Sayaka can summon Oktavia von Seckendorff and also an army of familiars from other Witches.
  • Heel-Face Turn: Kinda, given she's now become part of Sayaka's newfound powers after coming back from the Law of Cycles in order to help Madoka save Homura from the Incubators.
  • 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.
  • Walking Spoiler: As always, Sayaka's Witch form was a major turning point in the original series. Here, it's even harder to explain her Heel-Face Turn without mentioning the Law of Cycles which made Sayaka and Charlotte's returns and newfound powers possible.


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