YMMV: Puella Magi Madoka Magica The Movie: Rebellion


  • Abandon Shipping: About half of Homura/Madoka fans have jumped ship, thanks to the ending of the movie. The other half isn't going down without a fight, though.
  • Alternate Character Interpretation: Homura and Kyubey return as very ambiguous characters with ambiguous actions, but especially Homura, given their very highly-debated actions in the ending of the movie.
  • Angel/Devil Shipping:
    • Ultimate Madoka and Akuma Homura, perhaps better described as God-Devil Shipping, is about as extreme as one can get.
    • Sayaka and Akuma Homura, as Sayaka is all but stated to be an angel for Ultimate Madoka. The same also goes for Nagisa.
  • Ass Pull: The "howdunnit" of the ending—corruption of a Soul Gem through love—comes off as one to some, and is a common complaint regarding the movie. This is due to the fact that said "howdunnit" comes with little to no foreshadowing and seemingly contradicts previously-established canon rules.
  • Award Snub: The movie was submitted for the Oscar to Best Animated Feature, and yet The Croods and Despicable Me 2 were selected as finalists instead.note  Adding insult to injury, most, if not all the judges abstained from voting, with one reason stating that it's for kids and never bothered to watch them, thus leading to the aforementioned inferior choices.
  • Awesome Music
    • Whether you love or hate the direction the movie took, it's hard to deny that Kalafina's "Kimi no Gin no Niwa" (Your Silver Garden) is utterly glorious. It can also be seen as a Villain Song for Akuma Homura, of the I Have You Now, My Pretty variety. The lyrics here can be found here.
    • "Colorful" by ClariS, the music for the OP of the movie.
    • "Holy Quintet"note , the absolutely amazing track used in the new transformation sequences, featuring glorious remixes of the Puella Magi's original themes that definitely do not disappoint. Mami got a variation of "Sis Puella Magica"—instead of her usual "Credens Justitiam", surprisingly—which was downshifted into something even calmer and more solemn, but the song kicks up its gears from Kyoko onwards: her epic and fast-paced "Anima Mala", Sayaka's triumphant and rocking "Decretum", Homura's soaring and mysterious "Puella in Somnio", and Madoka's incredibly beautiful and powerful "Sagitta Luminis".
    • "absolute configuration", the epic, rocking, and even slightly oppressive track used in the gunfight between Homura and Mami.
    • "misterioso" ("Mysterious"), an insert song by Kalafina, is the song used in the climatic battle with Homulilly, where Mami shoots off her most powerful Tiro Finale attack yet.
    • "nightmare ballet" is the grandiose and sweeping piece we hear in the beginning of the movie when we are first introduced to a nightmare and the Puella Magi engage it in battle. It then segues into...
    • "Mada dame yo"note  is the sweet, innocent-sounding lullaby that plays when the Puella Magi defeat the first nightmare seen. Shame it's such a short song, barely clocking in at a minute in length.
    • "never leave you alone", which plays during Madoka and Homura's talk in the field of flowers is a beautiful piece, sampling heavily from "Sagitta Luminis" and including what has to be one of the most incredible piano solos ever written.
    • "we're here for you", which plays as Sayaka and Nagisa do away with the masquerade and utterly demolish Kyubey's plans before his eyes.
  • Badass Decay: Kyoko gets hit with pretty much the opposite of what happens to Sayaka in this movie: while Sayaka retained all her memories from previous timelines and therefore became much smarter and more jaded, Kyoko is missing most of her memories and therefore is considerably less savage and cunning than in the main series, even considering that she's working with the other Puella Magi from the start. At the very least, she doesn't suffer The Worf Effect because of this, and remains a competent fighter; she's just not as intimidating or overpowering as she was in the series. As a matter of fact, this is Homura's first tip-off that something is wrong. See also They Wasted a Perfectly Good Character below.
  • Big Lipped Alligator Moment: The "Cake Song", where the five magical girls chant a bizarre nursery rhyme guessing game to Bebe, accompanied by equally bizarre and dissonant background music. Even more so in the Italian dub, where not only the voice actresses clearly had trouble lip-sincing the Italian version of the lyrics, the Italian lyrics themselves managed to make less sense than the original ones!
  • Broken Base
    • A huge one considering the film's ending. Some fans prefer the new world Homura created to the one Madoka created in the anime, and consider Homura's actions sensible and justified. Other fans denounce the film as completely retconning the events of the TV series, and Homura for acting selfishly and betraying Madoka. There's even more controversy with the ending changing Homura and Madoka's relationship, which some fans consider to be sinking the most popular ship.
    • There's also a split on whether or not Homura did a good thing or a bad thing with the ending. On one hand, she saved everyone and screwed over Kyubey big time, but on the other hand, she's also screwed over a system that was better than the original system, and if Fridge Horror is to be believed, doomed the universe to a much earlier heat death.
    • Some fans accuse the ending as a blatant Sequel Hook and are angry that they didn't get more closure, afraid that Madoka Magica will be turned into a Cash Cow Franchise. Others are perfectly fine with it, as they see it as a possibility to see more new content. Others still believe that the movie was indeed made to continue the series as a Cash Cow Franchise, but that the creators did the best they could with that requirement.
    • The Cake Song is either a hilarious and Dada-ish Big Lipped Alligator Moment, an adorable happy Moe moment between the girls, or a complete embarrassment that has no place in a dark movie, even if the purpose is to mislead the viewer.
    • The entire opening of the movie is part Subverted Kids Show, part Fanservice.note  There are fans who are happy to see said fanservice (see the Crowning Moment of Heartwarming page). And then there are fans who think the opening only has its intended effect upon the first viewing and see it as Padding, an excuse to pander to the base, and even an embarrassment for the typically darker characters such as Kyoko and Homura (though the latter gets away with it more since she is in her "Moemura" persona). And then there are those who think they're really trolling the fanbase and anyone who thinks it's pandering is misaimed, Evangelion-style.
    • Some people are quick to blame Executive Meddling for the ending and that they ruined Gen Urobuchi's vision on how it should have ended (despite the fact that the change happened early on in production, and Urobuchi has stated he was not completely satisfied with the original ending he had drafted anyway), while others insist that it was a collaborative effort and that Gen Urobuchi was having Writer's Block and was even unsatisfied with the ending he had in mind by the time the change was suggested.
    • Whether or not the movie taking place in a setting harkening back to that of the original series pre-Ultimate Madoka was a good idea, or it should've taken place in the wraith world, and thus had wasted potential about what happened post-anime and wasted opportunities to expand on the mechanics of the wraith world and the characters post-anime. Similarily, whether the movie using an illusionary world mechanic was a good idea, even if it did give good insight into Homura's psyche. The mechanic used meant that a lot of character development took place off-screen, and meant that the characters needed their memories initially taken away to gain more development, which a lot of writers will say is a bad and/or lazy move.
  • Counterpart Comparison
    • As noted in the anime page, the movie trilogy was immediately compared to the Rebuild of Evangelion films—an extension of the anime already having comparisons to Neon Genesis Evangelion. However, the trilogy has a greater similarity to the first two Evangelion films—Death and Rebirth, a theatrical recap of the anime, and The End of Evangelion, a continuation and conclusion of the anime. With the release of the film, the comparisons to The End of Evangelion have become even more blatant, as the film is eerily similar to it in terms of themes, Nightmare Fuel, and the ending. The main conceptual difference is that while EoE had a relatively positive conclusion, this movie has a closure which could not be more ambiguous and menacing.
    • There are also comparisons made to Mega Man Zero, between the ending of Rebellion and the story and character arcs of Mega Man Zero, that have eerily similar themes and events.
    • The Rika and Homura parallels are now even more apparent, especially since Homura has basically become her own Bernkastel.
    • For believers in the Zero-Approval Gambit theory, there are two comparisons for Homura. The first correlated to When They Cry is how she has become like Yasu, a person with major self-loathing issues who enacts a similar gambit for the sake of love. Add in a little bit from Eva Ushiromiya in there as well since she like her has to become the enemy of someone they care for dearly in order to protect them. The other is to Itachi Uchiha.
    • There are also comparisons of Homura to Lelouch, even comparing the ending to the start of "Zero Requiem".
  • Contested Sequel: While generally well-received, fans are up in arms over how good this movie is compared to the anime. Some major points of contention include the following: the beginning sequences following more a traditional, fluffy Magical Girl series tropes (and the length of said sequences), the Flanderization of certain characters, and especially Homura finally defeating Kyubey, but nullifying the series' ending in order to do so.
  • Crack Pairing:
    • Mami/Charlotte was this, but the movie's introduction of Bebe and Nagisa has alleviated this status somewhat. Shipping Mami with Charlotte specifically, however, still counts.
    • Once again, Sayaka and Homura, due to the two's hostility towards one another, and general inability to get along. Sayaka's aggression towards Akuma Homura furthers this.
    • Sayaka and Nagisa, otherwise known as SayaNagi, has gained quite a bit of popularity. Reasons why are due to the two being rather enthusiastic, cheerful characters; having a musical theme (Sayaka's overall theme, and Nagisa has a trumpet weapon); both being heralds of Ultimate Madoka, on a double-mission to protect Madoka and investigate Homura's witch barrier, being able to channel their witch forms in some way and summon hordes of their familiars (and other witch's), and being a cutesy young-girl-and-cool-older-girl kind of couple. It helps that Nagisa is quite similar in many ways to Madoka, who is already prominently shipped with Sayaka.
  • Creepy Cute: Bebe's round, bulging eyes are a little unsettling, but she's still pretty cute. The Clara Dolls are also extremely creepy, but left to their own devices they partake in childlike antics in a way that's strangely endearing: listening to an organ grinder, playing video games, running around the marching Lottes, and apparently trying to be friends with Kyouko in the ending.
  • Darkness-Induced Audience Apathy: Among some viewers this is the result of Rebellion undoing the anime's Esoteric Happy Ending and replacing it with the opposite.
  • Draco in Leather Pants: Homura easily reached this status upon becoming Akuma Homura, kicking Kyubey's system to the curb and manipulating Ultimate Madoka's, thus creating a new universe and system altogether and ensuring an Everyone Lives ending, despite her imprisoning Madoka and suppressing her powers as Ultimate Madoka, and telling her that if she continues to think selflessly and follow duty above all else, she and Homura will become enemies someday. It helps that she's Ambiguously Evil.
  • Die for Our Ship: After Homura's drastic measures, the SayaMado base can be heard clamoring for Armageddon, while HomuMado are prepared to fight to the last person to hold the current status quo. Some people Took a Third Option, though.
  • Ear Worm: The Clara Dolls' theme, "Noi!", is really catchy.
  • Everyone Is Jesus in Purgatory: Akuma Homura is either Lucifer, the Demiurge, Mara, or Set, depending on who you ask.
  • Evil Is Sexy: Akuma Homura, especially given her very revealing outfit. Just look at some of the official art of her! (Note: The link contains major spoilers!) Shame she's only properly seen for such a small amount of time in the movie.
  • Fan-Preferred Couple: This movie brought us Homucifer X Godoka, which is even shipped in official artwork, also bringing Kyoko and Sayaka's relationship to light even more, bringing even more fans to the ship.
  • Harsher in Hindsight
    • It seems that Madoka and natural disasters involving water have something in common. The last two episodes of the anime had to be delayed because of the 2011 tsunami. The first two movies had the East United States being hit by Hurricane Sandy. Rebellion comes out, and history repeats, with the Philippines being hit with a typhoon.
    • Urobuchi has said that the story of Rebellion coincidentally matches the lyrics from "Magia". What he didn't say is that makes their implications even more frightening than before, considering the ending.
    • Puella Magi Oriko Magica almost seems to have retroactive Foreshadowing for this movie. For example, in one scene, Homura insists on saving Madoka, even when Madoka begs her to save other people instead. Then there's Kirika Kure, who was a Yandere Evil Counterpart of Homura that was obsessed with love. Kirika even creates a witch barrier before becoming a witch, much like Homura does in Rebellion.
    • Some people realised the truth of the witch's barrier by then, but to those who have not, Homura's words to Sayaka about her condemnation of the witch who created the barrier, no matter what the reason of the witch was. Especially once they see that Homura still condemns the witch after finding out her identity.
  • Hell Is That Noise: The chanting of the Clara Dolls, first heard as Homura condemns the creator of the labyrinth, and again as she realizes who the creator is.
    "FORT! DA! FORT! DA! FORT! DA...!"
  • Hilarious in Hindsight
  • Holy Shit Quotient: From Homura becoming Homulilly and onwards.
  • Idiot Plot: Several reviews have pointed out that a lot of the conflict in the movie is caused by characters dancing around each other cryptically and unnecessarily withholding information until the most dramatic moment arises, even when they have no need to (Nagisa is probably the most obvious example of this), and those reviews have also pointed out that the conflict and perhaps even the ending outcome of the movie could have been averted simply if all the characters had gotten together, sat down, and talked it out.
  • It Gets Better: The first 30 minutes are rather generic Magical Girl fare, and can be seen as little more than Fanservice or Padding, but once the illusion starts to break down, the film kicks into full gear and doesn't let up.
  • It Was His Sled: A few of the twists. Nagisa is Charlotte's original form, Kyubey is the Big Bad of the story once again, and Homura in the ending usurps Madoka and becomes the Devil.
  • Les Yay:
    • Homura and Madoka: The movie has made their relationship somewhat complicated, in comparison to the anime. While Homura's romantic feelings are basically confirmed by the movie, it is unknown if Madoka returns them, especially given the ending of the movie. Also, in the end where Homura hugs Madoka to stop her goddess powers awakening, depending on how you see it, it could look like Homura is grabbing Madoka's breast due the way her hand and Madoka is positioned.
    • Kyoko and Sayaka: Like in the anime, Kyoko is most definitely implied to have romantic feelings for Sayaka—and these are basically confirmed by their scene together in the movie's climatic battle—and Sayaka says that her one regret was that she wasn't able to spend more time with Kyoko in their previous meetings. However, the movie changes up their relationship to be more friendly, unlike the anime where the two constantly fought over things: in the movie, there is a definite strong, mutual respect and friendship to their relationship now, and the two fight together as a duo team. It should also be noted that the two are living together in the same house now, which depending on how you look at it, may be either romantic subtext or not.
    • Mami and Nagisa: Though while uncertain if the relationship has any romantic subtext, they are most definitely very good friends. It is worth noting that Mami says at one point that if not for Nagisa's or more precisely, Bebe's friendship, she would have been lost a long time ago. While the memories of their past together are actually fake ones created by Homura, there is the ending of the movie, where they are partners again, to consider. Overall, it's safe to say that while their past together is for the most part fabricated, the two genuinely care for each other. Their relationship also seems to have many similarities to the more minor Mami/Madoka from the anime, with Mami as a mentor and good friend to Madoka/Nagisa, and Nagisa and Madoka being rather similar in personality. It helps that Mami is often paired with Charlotte, Nagisa's Witch form even before the movie came out.
    • Kyoko and Homura get lots of interaction in the movie. There is notably the scene on the bus, where Homura calms Kyoko down from her anger, and the scene during Homura's transformation into Homulilly where Kyoko is seen caressing a Homura with half of her head missing.
    • Mami seems to have a thing for tying up Homura with ribbons, as the movie marks the third time she's done it (in the series, she did this right before the battle with Charlotte, and again to Moemura in episode 10). She never does this to anyone else.
    • And then there's the proceeding scene of Sayaka saving Homura—with a Bridal Carry!—which can help to add fuel for the SayaHomu shippers.
    • Mami and Sayaka are seen riding in a boat ride together in the OP.
  • Memetic Loser: Of all people, Akuma Homura gets this treatment. While Homura's in-series incarnation is treated as an insanely badass stalker by the fandom, her movie self, as of the ending, is occasionally portrayed as someone who's trying too hard to come off as evil, while being taunted and bothered by her own familiars at every step. This is despite the fact that she was able to usurp Madoka and finally defeat the incubators. Interestingly enough, this fits in with Homura's own view of herself.
  • Memetic Molester: Again, Akuma Homura. This is due to a number of things, including her various weird facial expressions, her sexy and revealing outfit and poses, her becoming a demon out of her selfish love for Madoka, and then there's the scene where she harasses Kyubey with one of her fingers, while declaring he's to be a slave in her new world... yeah. There's also quite a bit of fanart of her "toying" with the other Puella Magi, usually Sayaka or Kyoko or Ultimate Madoka.
  • Memetic Mutation:
    • Everything about the Cake Song.Explanation 
    • From the ending, among many things, we have HAIL HOMUCIFER.Explanation 
    • AI YOExplanation 
    • Homura's weird expression at the end of the movie, mainly due to her lips. Homura gets a lot of weird expressions in general after her rise to demonhood. Some of them come off as sexy—especially when coupled with her new, rather revealing outfit—but others... not so much.
    • TOMATOMURAExplanation 
    • Oriko was right.Explanation 
    • The movie is a metaphor for Homura's coming out as queer.Explanation 
    • Homura did nothing wrong.Explaination 
    • It took months, but Rebellion eventually got the "meduka meguca" treatment. Presenting: "meduca meguca: rabelon.".
  • Mis-blamed: It might be easy to blame Urobuchi or Executive Meddling for some of the twists in this movie, but Gen Urobuchi quite explicitly says that the movie was a collaborative effort from Magica Quartet. On that note, the big twist of Homura usurping Ultimate Madoka was actually Akiyuki Shinbo's idea. (Note: The links contain major spoilers for the movie!)
  • Moral Event Horizon: The suggestions from the end of the anime that Incubators and humans can coexist somewhat are completely annihilated by the end of the movie: Kyubey's actions, his willingness to screw over the Law of Cycles (which was giving him exactly what he wanted, just not quite as efficiently) and bring back the witch system is a sobering reminder that he is ultimately humanity's enemy, and is fully willing to destroy the peaceful relationship the instant he benefits from doing so, simply for the sake of being able to acquire more energy more efficiently.
  • Most Wonderful Sound:
    • The iconic noise of a witch's barrier vanishing at the end of the climactic battle.
    • The calming flute notes played to signal the entrance of Oktavia von Seckendorff.
  • Narm
    • The very name of Puella Magi Holy Quintet. The director, Miyamoto, tried to get rid of the line because he thought it sounded silly. Notably, the other director, Akiyuki Shinbo, got mad when the line was removed and added it back. It's possible that this was an Intended Audience Reaction, keeping with the theme of Affectionate Parody of fanworks.
    • The infamous "Tomatomura" scene with Homura in the post-climax sequence. She's in full cliche'd "Evil Overlord" mode, relaxing in a chair and drinking a fruity beverage like a villain from a Bond movie as she casually gloats with this lopsided, smug grin on her face. Then she gets beaned with a tomato, with said tomato being thrown by her own familiars. Not that Homura really seems to mind it.
    • In another post-climax scene, during a wistful and emotional montage, we get a shot of a panicked Mami rushing to save a distracted Nagisa from a collapsing pile of packages of cheese, in slow motion to boot. That said, the scene also implies that Mami and Nagisa will be friends again in the new world, so there's some heartwarming there.
    • As mentioned above under Memetic Mutation, some of Homura's new expressions fall under this. Most of them are likely supposed to make her look insane, given her Sanity Slippage, but some of them just end up looking really weird.
    • Homura's hair gets very dramatic in the movie, even more so than in the anime. However, sometimes it just makes her look silly, and other times it looks weird or out of place.
  • No Yay
    • Shipping Nagisa with any of the other puella magi can fall into this trope, due to Nagisa being an elementary-aged student, but especially with Mami, who is approximately a year older than the rest of the girls.
    • For some people, Homura/Madoka has become this, given the events of the movie shining light on how their relationship is really anything but healthy.
    • On the flip side, some people have joined in shipping Kyoko/Sayaka, due to the more friendlier, healthier and mutual relationship they have in the movie.
  • Padding: Despite the excellent in-universe explanation, many fans who enjoyed Madoka Magica for the darker elements view the Lighter and Softer Homulilly witch barrier opening as this, as Madoka is anything but a conventional Magical Girl show.
  • Pandering to the Base
    • Nagisa can seem like an unnecessary addition that basically boils down to this, being thrown in simply because of Charlotte's enormous popularity.
    • The opening essentially depicts what quite a few fans have been wanting to see: all five girls living a happy life together, Kyoko going to school and being best buds with Sayaka (complete with tons of Ship Tease), Mami and Charlotte together, etc.
    • The new relationship between Sayaka and Kyoko could be seen as this to some people, especially their scene together during the climax battle.
    • The new relationship between Akuma Homura and Madoka/Ultimate Madoka is definitely this for certain people.
    • The entire movie and plot can be seen as taking advantage of Homura's status as the series' breakout Deuteragonistnote ; she is the main character of the movie, and then is the one to defeat Kyubey, becoming the Big Bad and an equally powerful Evil Counterpart to Ultimate Madoka in the process.
    • When you look closely at the plot of Rebellion, it plays very similarly to the plot of the anime—see Whole Plot Reference on the main page. This could be read as a possible jab at fans who rewrite the anime's plot, or write alternate timelines in the anime's canon, to be happier. Funnily enough, by the end, the situation is definitely a happy one—the magical girl system has been abolished, and Homura will take care of everything herself instead of letting magical girls do so, while the main cast lives happy, normal lives again—which makes Rebellion a happier rewrite of the anime!
    • One of Sayaka's abilities can be considered this. Namely her ability to summon her witch form, Oktavia. As Oktavia's very existence is rooted in symbolism of Sayaka and her tragic story from the anime, having this form return in the movie, where Sayaka's story of despair is no longer relevant, can be seen as unnecessary fanservice, while on the other hand, it could symbolize the fact that she has grown as a character and is now in control of her emotions, instead of letting them control her.
  • Rescued from the Scrappy Heap: Sayaka's and Kyoko's overall better and healthier portrayals in the movie have salvaged them from some fans who didn't like their portrayals in the anime.
  • Rewatch Bonus: The movie opens itself up to this. There are lot of things going on that take repeat viewings to get.
  • Rooting for the Empire:
    • It's easy to root for Homura after she finally overturns Kyubey and his fellow incubators and ensures an Everybody Lives ending. Whether we're supposed to like what she did is unclear; the creators have basically said it's supposed to be ambiguous.
    • Despite her being the one to really let Homura have it, Sayaka gets in on it a little when she realizes how happy she is to see Hitomi and Kyosuke again.
  • Shipper on Deck
    • The movie takes place in Homura's ideal world. In said ideal world, Kyoko is stated to be living with Sayaka, and the two are incredibly friendly with each other, complete with mass amounts of Ship Tease. Do the math.
    • There's also Mami and Bebe, to the point where Mami states that if it weren't for Bebe, she would have fallen into despair a long time ago, and wouldn't be as strong as she is today.
  • Some Anvils Need to Be Dropped
    • Don't fix things that aren't broken, especially if you're not prepared for the consequences. Kyubey tries to repeal the Law of Cycles and reinstate the witch system which no one but the Incubators want. He fails and gets stuck with the Homura system that no one, not even Homura herself, truly enjoys.
    • Doing a good thing for a bad reason is still a bad thing. Homura made it so technically all the magical girls would get their happy ending, but she didn't do it for their sakes; she did it to keep Madoka from escaping her "perfect world." Not to mention that, she knows that eventually she and Madoka will have to fight over it and nothing she can do will ultimately stop Madoka from regaining her power.
  • Special Effects Failure: At a couple of points in the movie, most noticeably after Homulilly's witch barrier is destroyed, before Ultimate Madoka arrives to Homura, Homura's soul gem appears to be blue-coloured, when it should be purple-coloured instead. Most of those instances were corrected for the home video release, but some were still missed.
  • Spiritual Licensee: Rebellion is the closest thing to an anime version of Dark City or The Matrix we'll get.
  • Stealth Parody: Is the first part of the movie pure Fanservice, or is it an exaggerated parody? There is support for the latter: just look at what the movie does to the Luminous meme during Homura's transformation into a witch...
  • Tastes Like Diabetes:
    • Rife in the opening sequences.
    • For one thing, the girls' soul gems are cleansed by sparkles. Sparkles that are created after a nightmare is defeated in a non-violent manner.
    • And then there's the whole of the Cake Song business.
    • Bebe gets a ton of these, as one might expect from the team's cute little mascot. This scene of her digging into a cheesecake is considered one of her more "d'awww"-inducing moments.
  • They Changed It, Now It Sucks
    • Some of the changes in the Blu-Ray version were not well received. For example, Homura's white blanket from her witch transformation being changed into a glowing rainbow one.
    • The first take—as mentioned below in Uncanny Valley—has Homura humming "not yet" in the stinger, whereas in the final product, said humming is replaced with the song proper. While the first take's differences mostly consisted of creepiness from Homura that many were glad was replaced, some do not like the fact that the humming was replaced, as they viewed it as better fitting to the scene than the actual song, and/or more fitting to Homura's new character from the movie and as a demon.
  • Ugly Cute
    • The nightmares are bizarre and adorable at the same time.
    • Bebe may come off as this to some, though her human form is nothing short of incredibly cute.
  • Uncanny Valley
    • If you look closely, all the non-named characters in the witch barrier have dot eyes and burned faces. Homura's familiars, who repopulate her new universe at the end of the movie, also have strange facial features that make them look very creepy compared to the other characters.
    • With the release of the Blu-Ray was revealed a video of a first take of the final parts of the movie (from Homulilly's defeat and onwards to the end), which were changed when the movie was released. While the changes are only to audio, said first take consists mostly of Homura speaking in a creepy, high-pitched tone and baby-talking to Kyubey, Sayaka and Madoka after becoming Akuma Homura, and some of her lines in this way come off even as slightly sexual, which makes it all the more creepier; especially since Homura usually talks in a stoic, flat and non-sexual voice prior. It also has Homura humming in the stinger instead of "not yet" playing, although some people don't see this one as creepy as other parts of the first take—see They Changed It, Now It Sucks above. In short, there is a good reason this first take was replaced for the final product. The first take can be viewed here in all its uncanny glory, along with a side-by-side comparision to the final product.
  • The Untwist:
    • People started guessing that Nagisa was Charlotte by The Stinger of the second movie. When it was revealed that she wears pink and polka dots, her magical girl outfit is brown with a cape and big sleeves, she's unusually close to Mami, and her specialty item at the concession promotions was cheese-flavored popcorn... yeah. It's a pretty minor twist, though, and the whole thing is really just a case of Trailers Always Spoil anyway.
    • Kyubey being behind everything once again. Given his track record in previous installments, it's not really all that surprising.
  • Villain Sue: Akuma Homura borders on this, given that she's able to enslave the entire Incubator race and dethrones God. It does not help that many people feel her power-up came out of nowhere. On the other hand, despite all this power, she is presented as self-loathing, unhappy, and pathetic, averting the usual Wish Fulfillment that comes with Sues, not to mention that the stability of everything she created hinges precariously on Madoka not getting her memories back; something that both the movie and Word of God has shown will happen eventually.
  • Visual Effects of Awesome: To say Shaft had a budget for this film is underselling it. In terms of visuals, it rivals Rebuild of Evangelion in terms of technical and artistic prowess.
  • They Wasted a Perfectly Good Character:
    • Nagisa's character is considered by many fans to be a waste of potential, given her lack of screen-time and mostly just serving as a plot device,note  and some consider her existence as mere fan pandering.note  See also Pandering to the Base above.
    • Kyoko is also affected. She has the unfortunate combination of being sucked into Homura's witch barrier unwillingly,note  and being defined by her darker personality traits in the anime, and therefore loses most of her character depth as a result, due to her mind being altered to fit into the happy, sparkly, fluffy atmosphere. Although Kyoko does revert to her more sour, lone-wolf personality later on in the movie, she basically sits in the background during the major events of the movie and accomplishes nothing anyway, at least until the start of the Homulilly battle.
  • What an Idiot:
    • Homura, despite being the most Genre Savvy of the girls, told Manipulative Bastard Kyubey all about Madoka and the previous puella magi/witch system. Realizing how much more efficient this system would be, the Incubators set out to take control of Ultimate Madoka and restore the old system.
    • Homura, upon learning that someone or something has trapped them all into a witch's barrier, goes after Bebe, a witch, despite the fact that even in the anime, witches never did anything special other than kill people; and never suspects Kyubey even once, despite the fact that she should know full well, from her years of time looping in the anime, that he is a devious, highly-intelligent rat, who has more-or-less been constantly scheming against Homura and the others for years of time loops. Justified somewhat by the fact that Bebe is a witch, and they are in a witch's barrier, but the fact that Homura doesn't even consider Kyubey until after her confrontation with Sayaka is rather jarring considering her experience and his track record.
  • What Do You Mean, It's Not For Little Girls?: Even more so than the series; the movie starts off as if it were a show for little girls, in order to deliberately mislead the viewer, and ends with Homura becoming the devil. Furthermore, it premiered during the same weekend as the (non-serial) movie of DokiDoki! Precure. Can you tell which one is actually for little girls? Dokidoki is.
  • Woobie Species: The Incubators, of all races, become Homura's slave species.