There are some hints early on that the world is an illusion created by Homura that are rather unsettling.
In the series, Kazuko was a teacher who would often complain about her breakups with her boyfriends, often derailing the class in a humorous manner. In the movie, she starts raving about doomsday theories and the demise of the human race while bending her back at an unnatural angle.In front of the whole class, no less. Even more disturbing, no one questions it.
All the background characters who don't have a name in the original series walk around with burnt◊ faces◊.
In many scenes you can see creepy faced, gothic dressed creatures - at first only in the background, then more and more noticeable as Homura is slowly losing it. They are Clara Dolls, one of Homulily's familiars.
Hitomi's transformation into a Nightmare is pretty unsettling, particularly when juxtaposed against the bright sparkly-ness of the opening. There are skeletal fish, a creepy boat, and a part where she's sucked into her bed, followed by a geyser of red yarn that rings reminiscent of A Nightmare on Elm Street (1984). All done in that ever-creepy jittery "Witch-imation."
During the girl's transformation sequences, Mami, Kyoko and Sayaka's names are written in runes. Homura also has her runes - they spell "Kill me" and "Glory to the death".
The transformation sequences may be bright and sparkly, but there are some double-take creepy moments hidden in them. The runes in Homura's sequence are noted above, Mami's magical girl form exploding out of the spine of her civilian form in a manner similar to one of Sayaka's previous movie transformations, and even the dancing Madoka clones during her sequence are unnatural-looking, and unnervingly like Walpurgis Night's familiars. Kyoko's takes the cake, though: she tears her silhouette in half to reveal this...static-y, red-eyed, slit-pupiledthing taking up the whole of the screen for a second or two. To make matters worse, some of these are punctuated by hiccups in the music and strange noises, just to drive home that something is horribly off.
The Cake Song is adorable. Charlotte swooping around the Quintet as they sing it is unnerving at best. Charlotte swooping down on the camera with her razor-sharp teeth bared in a horrendous Slasher Smile? Pleasant dreams. The noise she makes doing so can take the edge off, though.
Some scenes when Homura starts killing Kyubeys all over the place when he reveals his plan. This troper can't look straight the one scene where Homura pulls the mother of all Big "Shut Up!"s in a blood-curdling low voice raising to a yell.
And Kyubey is smiling the entire time. He's being impaled, chased, drowned and beaten by berserk Homura and he keeps on smiling. The entire freaking time.
Homura becoming a Witch. It's bad enough having Homura of all people fall to despair: the imagery◊ during the transformation and her witch form itself are horrifying.
The altered Luminous scene seems to take its cue from EoE the most out of the film - Madoka even turns into pink Tang!
Upon seeing Homulilly, Sayaka says "The one who is the worst off is [Homura]." Apparently, the original Magical Girl doesn't entirely go away when she becomes a Witch.Brr... Let's not forget Sayaka is a former witch, so she knows what she is talking about.
The whole thing basically shows what happens inside a magical girl's mind when she transforms into a witch. The despair is so much that they start to hallucinate and see everything in a distorted way, losing contact with reality, and as mentioned below, they don't completely lose the sense of themselves - that small part of them is left revolving in their pain and suffering "inside" the witch. It's like psychosis and schizophrenia meet severe depression.
We then see just how much she wants it to happen. Homulilly sheds her stereotypical witch hat by sliding off her entire upper head, her arms are bounded by stocks, and the entire time her friends go down her barrier trying to save her, she's screaming for them to stop.
Want even more horror? Her witch card says "This witch's last wish is her own execution. However, a mere decapitation will not clear away the witch's sins. This foolish witch will forever remain in this realm, repeating the procession to her execution." What is more, her familiars duty is to carry out the witch's executions, to organize her funeral and to mourn her. Really, this girl has some serious issues.
The Homura-rmy is terrifying, adorable and awesome at the same time.
To release her Summon Magic, also known as Oktavia, her Witch form, Sayaka stabs herself through the stomach with a sword. Yikes. You can see blood bursts in copious amount from her back and her heart skewered by the sword as Oktavia is fished out of the ensuing pool of blood.
Nagisa is adorable. Bebe is adorable, if a little creepy. Nagisa suddenly manifesting Bebe's face? GYAAAAAAAAH!
Homulilly has been defeated and Homura saved, the Incubator's plan is ruined, and every girl is safe and sound. The sun is shining, the music is peaceful and all is well. Madoka is once again Madokami and ready to purify poor Homura's soul and bring her to heaven. Seems like a happy ending for everyone? WRONG. Because Homura has other plans - meaning stealing Madoka's god powers, tearing apart Madoka's Goddess form and crushing her own soul gem.
It doesn't help that Madoka is screaming at Homura to stop, with the latter refusing to do so.
This is more subtle creepiness/Fridge Horror than straight-up Nightmare Fuel, but at the very end of the movie, when Madoka is walking down the hall with Homura in Homura's new realm, her eyes flicker gold as she remembers her role as Madokami and turns around as the school background changes into space. She tries to walk away, presumably to take up her duty again, but Homura restrains her with a hug and asks her if she thinks that law is more important than desire (in other words, if her duty as a magical girl savior is more important than her desire to be with Homura). During this exchange, Homura's eyes are vacant and she's wearing the creepiest expression. When Madoka replies that law is more important, Homura's expression gets even creepier as she replies that Madoka's answer means that they will one day be enemies. It makes you wonder... what will happen to Madoka the day she inevitably decides to become Madokami again? Just how far is Homura willing to go to keep her in her Gilded Cage?
In The Stinger, Homura kisses her new Soul Gem and does a happy dance on a field. Next to her, we can see a heavily wounded Kyubey, hardly breathing and with cloudy eyes.
The horror of this scene needs to be explained. When he first appears in The Stinger, Kyubey seems to be fine. The very next scene he's suddenly become a disheveled and quivering mass on the floor. The quivering is the important part since it's not something Kyubey has ever done before. One gets the impression Homura Mind Raped him off-screen.
Don't worry, it's not that bad. Actually, they have been turned into Homucifer'sSlave Race.
It's not even supposed to be possible to harm Kyubey in any lasting way. His people are a Hive Mind with infinite respawn, they just don't give a damn about little things like being blown to pieces. Ordinarily. Homura has become something that can harm and terrorize indestructible and emotionless creatures.
When Homura finally realizes she had become a witch and her dream world starts falling apart, one of the first things destroyed is the theater you're watching the movie in.
While Homura is checking whether she would lose consciousness if she would get further than 100 meters from her Soul Gem, the bus she is on starts to burn. The bus is full of creepily smiling people, who then burn to ashes. Imagine this happening in real world.
Things beginning to fall apart. Once Homura realizes the entire city is her own labyrinth, everything begins to burn and the airships plunge from the sky. Then Kyubey explains that the whole thing was a trap for Madokami, and the world begins bleeding as Homura tears it apart to kill Kyubey and herself.
Think everything's happy for Homura in the end? Think again.Her familiars have delightful names like "Arrogance," "Sadsack," "Liar," "Cold-heartedness," "Selfishness," "Badmouther," "Dunce," "Jealousy," "Lazybones," "Vanity," "Cowardice," "Fool," "Bias," and "Obstinance," and their role is that of mourners, fake crying in order to "liven up the funeral procession." Yep, Homura's surrounded herself with representations of her self-loathing, and it's heavily suggested she feels nothing good at all from what she did. Hail Homucifer.
Oh yeah? And on top of that? The last familiar, "Love," has yet to come. For all the claims that Homura did everything out of love in the end, she certainly doesn't seem to think so.
And as noted in Fridge page the familiars are committing suicide and throwing tomatoes at Homura. Like Lucifer, Homura is in hell.