History NightmareFuel / PuellaMagiMadokaMagica

Considering the [[Creator/GenUrobuchi pedi]][[Creator/StudioShaft grees]] behind ''Anime/PuellaMagiMadokaMagica'', some creep factors are to be expected. However, the sheer level of NightmareFuel to be found in the series's life has been rather terrifying. Do NOT be fooled by Creator/UmeAoki's TastesLikeDiabetes [[PuniPlush character]] [[ArtStyleDissonance designs]]; this show is "''Manga/{{Berserk}}'' [[JustForFun/XMeetsY with]] {{Magical Girl}}s; a TearJerker with tears made of pure NightmareFuel." [[RunningGag Yeah, it's that kind of show.]]

* While most remember the nightmare fuel from Episode 3 onwards, the Nightmare Fuel was there as early as Episode ''1,'' with the Anthonies: Freaky, mustachioed little shits who look like {{Creepypasta}} someone would claim to witness while watching ''WesternAnimation/SouthPark''. Now look at them in action -- the animation for them is [[UncannyValley deliberately jittery]], and their babble translates to ''planning to cut Sayaka and Madoka up and present them to Gertrud.''
** The whole mob of Anthonies chants in synch, like they're reciting a poem they've all memorized, but the German translates to a back-and-forth discussion between two people. Eerie.
* There's a brief moment where Kyubey is just sitting in the shadows watching everyone. Sure this was before we found out that he's the villain but that doesn't stop it from being [[ParanoiaFuel scarily paranoia inducing]].

* Gertrud essentially mind-controls a helpless girl into attempting to commit suicide simply to get power from her suffering.
* Gertrud's entire appearance, as pictured.

** [[http://www.mangareader.net/mahou-shoujo-madoka-magica/3/29 It's worse in the manga.]] Warning: Do NOT read that page if you are squeamish. Charlotte's OneWingedAngel form is also ''much'' scarier in the manga, as opposed to the [[CreepyCute kind of cute]] version in the anime.

** The first two episodes interlaced the credits with the action. The third had an ending theme song and a video. Just in case you weren't paying attention during Episode 3, it would fit in with the ''[[VisualNovel/HigurashiWhenTheyCry Higurashi]]'' crowd. (High note: Madoka, floating in a fetal position... which is revealed after the camera zooms out to be taking place inside the eye socket of the Mephisto mask from a ''Nazi-era stage production of Faust''.)
** WordOfGod confirms that Magical Girls who don't know [[TomatoInTheMirror the truth about witches]] and are about to be killed would instantly become a witch from the fear of death if their Soul Gem is not destroyed. Mami was just lucky she kept her Soul Gem on her head when Charlotte bit it off, otherwise Madoka and Sayaka would've found themselves dealing with Candeloro as well.

[[folder:Episode 4 - Miracles and Magic Are Real]]
[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/pmmmnightmare4.jpg]]
[[caption-width-right:350:[[DontExplainTheJoke The tension has never been so real for the protagonist.]]]]
* A huge group of people enchanted to commit mass suicide, who all turn on Madoka once she wrecks their plan. Not helped by the fact that their behavior is disturbingly reminiscent of a group of people joining a cult.
-->'''Hitomi:''' Don't you see what an amazing opportunity this is? We can finally get rid of these bodies that hold us back. Oh Madoka! In a little while, you'll understand too. (''crowd applauds'')
** The way they try to commit mass suicide is terrifying in its simplicity: mixing two cleaning chemicals commonly found in homes, heavily implied to be chlorine bleach and ammonia. We even see Madoka's mother teaching Madoka to never mix the two, as the consequences can be lethal.
* Madoka is drawn into Elly's barrier... by being torn apart and drawn into the barrier, ''piece by piece'' through several monitors, before being reconstituted within. If that wasn't enough, Elly preys on Madoka's grief by replaying Mami's death over and over, to convince her to give up as she's stretched and nearly torn apart for good. Lovely little BodyHorror there, all pictured in this folder. For a change, all of these horrors are strangely absent from the manga.
* Kyoko's debut, particularly the close-up on her SlasherSmile.

[[folder:Episode 6 - This Just Can't Be Right]]
* This entire episode proves itself as a WhamEpisode by turning the premise into NightmareFuel: The Soul Gems are the literal crystallization of the soul. As in, the Soul Gem is the true magical girl, and the body is simply a puppet.
** Kyubey sees absolutely nothing wrong with this, because as he puts it, this way their bodies can't die so long as their Soul Gem remains intact (though they still age, mature, etc. as evidenced by Kyoko). In summary, "magical girl" here is a fancy term for [[OurLichesAreDifferent lich]]. Considering what magical girls go through, he's probably right. Whether that makes it more or less horrifying is a subjective issue.
* In another moment in the episode, Sayaka has discovered that Kyosuke was discharged early from the hospital and neglected to tell her. While she is standing heartbroken outside his house, Kyoko shows up and taunts Sayaka, saying that if she really wants Kyosuke to be hers, then she's got an idea for her...
--> '''Kyoko:''' If all you want is to get a guy to love you, there's better ways of doing it. I mean you've got all these magic powers now. For starters, you could bust in there right now and break his arms and legs so bad, he'll never be able to use 'em again. Make him so helpless he won't be able to do anything without you. You do that and he really will be yours and yours alone. Both his body ''and'' his soul. How about this, if you don't got the stomach for it, I could always mess him up for ya like a favor between magical girls. It'd be really easy to do.

[[folder:Episode 7 - Can You Face Your True Feelings?]]
[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/pmmmnightmare7.jpg]]
[[caption-width-right:350:[[MemeticMutation You expected a witch for the folder image? Too bad! It is Sayaka Miki,]] [[TraumaCongaLine currently on a]] [[LaughingMad serious mental and]] [[UnstoppableRage physical breakdown.]] [[DespairEventHorizon And it only gets worse from here...]]]]
* In Episode 7, Sayaka is informed by Hitomi that she, too, has feelings for Kyosuke and plans to confess the next day. After she has a good cry about it, [[UnstoppableRage Sayaka beats the witch with a ferocity that has never been seen before]], [[LaughingMad laughing maniacally all the while.]] Much like Mami's death, this is ''also'' worse in the [[http://www.mangareader.net/mahou-shoujo-madoka-magica/7/31 manga]].
** And in the DVD version of the episode, [[http://images.puella-magi.net/6/6d/BD_4_Ep_7_Differences_6.jpg she ''bleeds'']].
--->'''Sayaka:''' ''[LaughingMad]'' It's true! I ''can'' block out the pain! '''[[IronicEcho I don't feel any pain anymore!]]'''
* At the beginning of the episode, Kyubey tortures Sayaka through her Soul Gem, and then pushes her towards the berserker rage she uses to attack Elsa Maria. [[KickTheDog That much cruelty to someone vulnerable is repulsive.]] This is even worse when you remember that she is only ''14 years old''. We are talking a ''fourteen year-old girl'' being subjected to the pain of ''impalement.'' One would still get shivers, watching the scene where Sayaka crumples down to the floor, gasping for breath, while Kyubey sits there smiling as though the whole thing was no big deal.
* Kyoko's backstory is drawn up as a puppet show. The stick figures add to some really creepy imagery and especially the burning scene which is accompanied by a scene of her father hanging himself.

[[folder:Episode 8 - I Was Stupid, So Stupid]]
[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/000000000000000000000.jpg]]
[[caption-width-right:350:Our [[SarcasmMode ''cute and adorable'']] WeaselMascot everyone.]]
* After Homura guns Kyubey down, a second Kyubey appears and ''devours the corpse of the first one.'' If that didn't frighten you, then Kyubey's last line of the episode should.
-->'''Kyubey:''' On this planet, you call females who have yet to become adults "girls" [[note]] 少女 [[/note]] It makes sense, then, that since you'll eventually become witches [[note]] 魔女 [[/note]], you should be called "magical girls" [[note]] 魔女少女 [[/note]].
* Sayaka's transformation into Oktavia von Seckendorff. This is the exact point where Madoka Magica stops being a Magical Girl anime. Mami’s death? Shocking and brutal, but it was still, fundamentally, a Magical Girl anime: albeit one that got more into depth about the fact that yes, they are fighting monsters that can, in fact, kill them. Magical Girls are basically liches? A dark take on the whole TransformationTrinket thing, but still, it didn’t change the basic idea that they were empowered kids who fight monsters. Again, it remained fundamentally a Magical Girl anime. Sayaka turning into a witch? This is the point that any illusions of this being simply a dark, gritty Magical Girl anime falls apart completely. The point where the anime goes from dark, gritty Sailor Moon to H. P. Lovecraft’s finest CosmicHorrorStory. This is where the audience realizes that Kyubey wasn’t simply a creepy version of Kero or Luna. He’s a creature beyond human comprehension, and we are his goddamned ''cattle''. The reveal that Magical Girls become Witches marks the point that the story goes from dark to '''hopeless.'''
** [[RuleOfThree Once again]]...[[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/32 the]] [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/33 manga]] [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/34 is]] [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/35 worse.]]
* Seeing Kyubey [[BodyHorror riddled full of bullet holes.]] He's fine though. Unfortunately.
** ''[[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/25 Also worse in the manga.]]''
* When he returns from the above, he's shown solid black with glowing, evil red eyes, a la VideoGame/IrisuSyndrome. [[BowelBreakingBricks You could build a house with the number of bricks that were suddenly created]].
** [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/30 Do we even have to say it?]]
* Sayaka is alone in a train compartment with two men who are badmouthing the girlfriend of one. She gets up and, in a scene that wouldn't be out of place in [[VisualNovel/HigurashiWhenTheyCry Higurashi]], asks them to [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/20 tell her about the girl, then suddenly wondering why she should protect guys who act the way they do]]. She transforms into a magical girl and...[[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/21 nothing]]. The two men are gone and it is ''heavily'' implied that Sayaka killed them. [[NothingIsScarier We don't see anything...]] What's worse, there are multiple [[WordOfGod Gods]] in this work, and they each have a different opinion on this issue. Producer Shinbo said Sayaka did ''not'' kill them in the anime. Hanokage says she did in the manga, and writer Urobuchi says it's deliberately ambiguous.
** It's even creepier when you pay closer attention to [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/21 the center panel]]. There are blood stains trailing behind her sword. Yeah... a reminder to those who think of {{Magical Girl}}s as just cute and pretty. Being warriors, their magic is aimed at KILLING, not just flash and entertainment... and the target doesn't necessarily have to be other magical beings...
** It's even more upsetting once you know that the guys' dialog ''happened in real life''. Urobuchi heard two guys talking like that while he was on the train (albeit he said that the anime dialog was a short version of what they talked about because they talked a lot). What if magical girls actually exist and Urobuchi told a story where a magical girl killed two dudes?
** Of course, the ''real'' scariest part of this is that there are indeed people out there who seriously hold such opinions and feel confident enough in themselves (or at least after getting drunk) to spout them in public. You may have heard people voicing similar opinions today...
** It was, arguably, rendered somewhat terrifying in the Creator/ABC3 broadcast. [[WhatDoYouMeanItsNotForKids Considering the content on this scene]], it had to be censored, so the entire profanity riddled conversation is silent, yet Sayaka's dialogue is relatively unchanged, so now it appears that Sayaka just started asking about random bullshit to two unaware passengers.
* A rather minor one, the two Grief Seeds, Elsa Maria's and the one Homura tosses to Sayaka: the first stay balanced on its point, waiting to be picked up, the second ''rolls then gets up by itself''. They aren't even the focus of their respective scenes, but still hammer how ''[[UncannyValley unnatural]]'' they are, just like the witches they come from.
* Arguably the fact that Kyubey identifies ''exactly'' what Homura's magic is after the second time she kills him. We don't know if he ever did in previous timelines, but it adds a sense of dread and OhCrap to the scene. After all (as we later find out in Anime/PuellaMagiMadokaMagicaTheMovieRebellion ) if Kyubey can observe something, he can eventually find a way to interfere with it. There's a sense that Homura can no longer take the WeaselMascot by surprise, and that's ''bad''.

[[folder:Episode 9 - I'd Never Allow That to Happen]]
* The battle against Oktavia. All of it; a human girl transformed into a monster; the EldritchLocation nature of the barrier, Madoka desperately calling out to her friend only to be attacked.
* Oktavia '''screaming with Sayaka's voice'''.
* The line about using humans as a energy source (with a cheerful voice and innocent smile on his face) is terrifying. "[[AMillionIsAStatistic With a current population of 6.9 billion, which increases by a rate of 10 every 4 seconds, it's a mystery why you would care so much about the loss of a tiny handful.]]". Then bluntly stating that it is desirable that the girls change into witches as soon as possible, for the sake of the universe.
-->''"So if you ever feel like dying for the sake of the universe, call me. I'll be waiting."''

[[folder:Episode 10 - I Won't Rely on Anyone Anymore]]
[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/pmmmnightmare10.jpg]]
[[caption-width-right:350:The sky's the limit...]]
* Madoka, now Kriemhild Gretchen, is '''not''' simply a witch; and Walpurgisnacht (easily the most powerful witch in the Madoka universe up to this point) is merely a ''blip'' compared to her. She's become something that [[Anime/NeonGenesisEvangelion Yui Ikari]] would envy and that [[Manga/HellStarRemina Remina]] would fear. To make things even ''worse'', take a look at her [[http://images.puella-magi.net/c/c5/Card_Kriemhild.png?20110324100002 witch's card]]. That thing? That giant, mountainous thing? That's the witch of [[LetThemDieHappy SALVATION]].
** Her definition of "salvation" is strongly rumored to be something like [[Anime/NeonGenesisEvangelion Instrumentality]], or even worse, a [[Film/TheMatrix Matrix]]-style LotusEaterMachine. Worldwide happiness is ''so'' much easier once you [[IndividualityIsIllegal remove that pesky "individuality" thing, right?]]
** When the storm clouds burst from Madoka's Soul Gem and [[http://images.puella-magi.net/9/97/Madoka-witch-first.jpg?20110310174437 form into]] a [[UncannyValley lumpy, amorphous]] shape just ''barely'' resembling her.
* Homura's fate is also worth some mention. Specifically, she constantly goes back in time to prevent Madoka's death/corruption. She has to watch the suffering of Madoka and the other Magical Girls over and over again, and the outcomes are crueler with every timeline. At one point, she was forced to ''[[MercyKill shoot Madoka's Soul Gem]]'' to prevent her transformation into Gretchen. That was ''at Madoka's own request''.
* In an interview with the director, he stated the the number of times Homura has re-wound time is approaching 100. If we consider that Homura left the hospital in the middle of March and Walpurgisnacht appears at the end of April, that means that Homura's been lost in time for about 12 years. In other words, she has been ''at war'' against witches and Kyubey for ''12 years''.
* Of all people, [[CoolBigSis Mami]] going through SanitySlippage is pretty chilling. In one timeline, after failing to rescue Sayaka from her witch form, Mami restrains Homura, and then delivers a MercyKill to Kyoko by shooting her Soul Gem. Then, her end is quickly met after Madoka fires an arrow at Mami's Soul Gem. It's just a straight up minute or so of the remaining Magical Girls losing their minds over their fate and it's just awful and scary to witness.
* Though it's definitely on the milder end of the spectrum compared to most of the other NightmareFuel in this series, one scene showing Homura killing Kyubey, only for ''another'' Kyubey to immediately appear in the foreground is very creepy in a ParanoiaFuel kind of way. It really hammers home the feeling of hopelessness and fighting the inevitable that Homura is going through.
* In one timeline, we see what it's like to be visited by a witch from a first person Homura's perspective. Sure, she is rescued before anything terrible happens, but it is still creepy as hell.

[[folder:Episode 11 - The Only Thing I Have Left to Guide Me]]
[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/pmmmnightmare11.png]]
[[caption-width-right:350:MindRape incarnate.]]
* Kyubey talks with Madoka about the relationship between incubators and mankind through history. Its eyes. ITS FUCKING EYES. When asked about why he has no feelings to the girls' tortures...
** Madoka's body during the last part of it, dear Lord. She goes into the freaking ''fetal position'' while begging Kyubey to stop talking. By the end she moves out of the fetal position, places her head back and her body goes limp.
** "Do you feel any guilt or remorse for the livestock you consume?" Then they show quick shots of farm animals in pens, done in that creepy "stained glass" [[DerangedAnimation art style]].
* Walpurgisnacht's EstablishingCharacterMoment. The skyscraper-sized thing is drifting down through the clouds, fire sprouting up around it, and it lifts its enormous central gear and slams it back down. It really hammers home that this thing is no ordinary witch, it's a ''god among witches.''
[[/folder]]

[[folder:Episode 12 - My Very Best Friend]]
* The universe-ending witch Madoka is unsettling. That enormous EldritchAbomination with two halves of a face? Completely engulfing the earth? Dear ''[[http://i.imgur.com/hL7he33.jpg Madokami.]]'' Yes, that ''thing'' is Kriemhild Gretchen, the witch form of our adorable protagonist. Every new timeline sees her absorb all the magical energy of the previous universes that Homura has went through, meaning that each time, Kriemhild Gretchen is bigger and stronger--way beyond what Walpurgisnacht could ever hope to be. The wish that created that... '''thing''' was infinitely stronger than any other wish, powered by 100+ universes worth of magical potential. There's a reason that version of Kriemhild Gretchen is using ''celestial objects'' for ''eyes''.
** ''Manga/PuellaMagiTartMagica'' makes this even worse, as it shows a Puella Magi had already tried to game the system... And, differently from Madoka, failed to consider everything and turned into a Witch, with Jeanne d'Arc's execution being her way to avoid becoming something ''worse''.
* Sayaka's conspicuous absence from the scene with Madoka talking with Kyoko and Mami. There's so much focus on the suffering and deaths of the magical girls that what happens to the Grief Seeds tends to get overlooked. She's not there because she's not dead. She's been ''annihilated''. The others were killed because their Soul Gems were broken, but Sayaka became a Witch and was defeated. The Magical Girls don't just ''lose'' their souls; their souls can be ''destroyed''.
** ''Highly'' debatable, as the artwork on the end credits for Episode 9 shows what looks like Kyoko and Sayaka in the afterlife, while the manga outright has a short scene between them there. WordOfGod also implies in the episode commentary that Sayaka was only absent since Madoka only wanted to speak with Kyoko and Mami at this time to say her final farewell to them, knowing that she was going to speak with Sayaka later on after she dies again in the new reality.
[[/folder]]

[[folder:PSP Game]]
* Madoka in the middle of her transformation into Kriemhild Gretchen in the PSP version is certainly [[http://images.puella-magi.net/a/a4/Gretchen_in_PSP_Game_Kyoko_Route.jpg?20120324101542 creepy]], if not terrifying. From the way it looks like the grief seed is splitting Madoka's body in half, and the silhouette of what used to be Madoka... ''*shudder*''
* There's an event that happens if Charlotte eats Sayaka's Soul Gem and Madoka and Homura, being inexperienced, can't find Charlotte's barrier. We learned in Episode 6 that Soul Gems are [[SoulJar Soul Jars]], and the body is useless without it. Add that to the fact that Magical Girls die when they lose contact with their Soul Gems for 2 days, and that's pretty creepy on it's own. They had to make it ''[[UpToEleven even creepier]]'' by adding that when a Magical Girl loses contact with her soul gem, she starts to '''decompose'''. Luckily, Kyoko kills Charlotte before Sayaka dies. Happy ending, right? '''Wrong'''. Sayaka's body had already started decomposing before her Soul Gem came back. So she wakes up, unaware of what she looks like, and just happens to meet Kyousuke. Who '''FREAKS. OUT.''' [[DespairEventHorizon You can guess what happens next.]]
* In a word: [[http://wiki.puella-magi.net/Quitterie Quitterie]]. It looks like Kyubey's head copy-pasted in the body of a Witch. The result [[http://wiki.puella-magi.net/File:QUITTERIE_info.jpg isn't]] [[UncannyValley pretty]].
* Sayaka's bad end. She has been deprived of her Soul Gem for so long that by the time her friends retrieve it, her body had already started to decompose. She hurries to go see Kyosuke. It does not end well. [[https://images.puella-magi.net/1/1d/Sayaka_rotten_body_PSP_game_shadow.jpg?20120320081828 Her decomposed body is]] [[GoryDiscretionShot not completely shown]], but [[NothingIsScarier that just leaves how nightmarish it is to the imagination]].
[[/folder]]

[[folder:Other]]
* Just like how ''Anime/NeonGenesisEvangelion'' ruined classical music and orange juice for some people forever, you may now get a chill whenever you hear the word "contract" or see any other media about characters being offered miraculous wishes.
* The [[EldritchAbomination Witches]] and their Familiars, of course. It would be easy to just say "all of them", but since this is the NF page, we might as well describe in detail how they're scary, just like we described how the characters are Woobies in TheWoobie page. The fact that many of them are animated in UncannyValley-riffic [[MediumBlending cut-and-paste]] animation courtesy of Gekidan Inu Curry (the graphic studio that animated ''Manga/SayonaraZetsubouSensei'''s [[WhatDoYouMeanItWasntMadeOnDrugs trippier]] [[DerangedAnimation sequences]]) have helped earn this anime a seat in Japan's NightmareFuel Hall of Fame.
** The Anthonies are pictured above and described under the entry for Episode 1. Their mistress Gertrud looks like a butterfly with a [[MediumBlending cut-and-paste]] rosebush for a head (which almost looks more like [[NauseaFuel a glob of snot]] shaped like {{Literature/Cthulhu|Mythos}}). Also, after they've sucked the life out of their human victims, they use their bodies to fertilize Gertrud's precious rose garden; ([[BodyHorror a theme we shall be revisiting]]).
** Izabel (who resembles the [[GayParee Arc de Triomphe]]), is an "[[MadArtist artist]]" whose minions resemble Picasso paintings come to life. When a hapless human stumbles into her barrier, [[BodyHorror they tear their body to pieces]] ''[[BodyHorror and incorporate the bits within themselves]]''.
** Albertine (seen only in the video game) resembles a CreepyDoll. Her familiar Anja is a living childish scribble (also animated in a flighty UncannyValley style, with a creepy laugh provided by none other than Madoka's seiyuu Creator/AoiYuuki), who turns her human victims into ''[[BalefulPolymorph balls]]'' that bounce for each lie they've ever told.
** Patricia (the "Class Representative Witch") not only has multiple limbs but also no head, and shoots spiderwebs from ''between her legs''.
** If you've read this far, you probably know that the Witches [[WasOnceAMan are corrupted magical girls]], and you might've expected to have become numb to that concept by now. Rereading (and describing) their EldritchAbomination appearances, vicious abilities, and ToServeMan status brings the horror back in full force.
* It's bad enough that MG's become ''undead'' in this 'verse. [[FridgeHorror Remember how]] they "recharge" using Grief Seeds? They're basically classic ''[[ImAHumanitarian cannibal]]'' zombies as well! And since Witches have destroyed the Earth at least once, ''PMMM'' is basically a glorified ''ZombieApocalypse'', on a scale Creator/GeorgeRomero never would've dreamed of.
* You know how Kyubey's FrozenFace freaks us out? Kyubey ''does'' show different expressions in the manga! [[NightmareFace Expressions]] just like [[http://img831.imageshack.us/img831/5600/1299904425248.jpg these!]]
** What's scarier? A Kyubey that can't feel emotion with an unchanging face, letting you know that something's off with him, or a Kyubey that can't feel emotion, but '''knows how to fake it'''?
** From Chapter 9 on, his eyes maintain the frightening tone except from the flashback chapter before returning in the same chapter and onward.
** Creator/EmiriKatou, who played Kyubey, was supposedly brought into a HeroicBSOD by the character according to the Trivia section. Same with her co-star Creator/AoiYuki.
* [[https://www.youtube.com/watch?v=vK-ff_U3JIs There's something seriously unsettling about the ED.]] The flickering silhouettes of all the girls is really creepy, but the last one, with what seems like a naked Madoka running into the darkness and [[NothingIsScarier slowly disappearing]]...
** It's disturbing with her in a fetal position in an almond-shaped thing that looks like something's eye... we never see its whole face.
*** That's the mask of [[Myth/{{Faust}} Mephistopheles]]. The anime is directly comparing Kyubey's Miracle Contract to a DealWithTheDevil.
** There's also the fact that, if you look closely, you'll realize that Madoka's clothes are slowly being torn away as she runs further and further into the darkness. Keep in mind that Madoka is ''fourteen years old.''
* While Madoka's witch form, Kriemhild Gretchen never shows fully or properly up in the anime, what few things we see of her [[http://i.imgur.com/MQ36M0G.jpg are]] [[http://images.puella-magi.net/c/c5/Card_Kriemhild.png?20110324100002 freaking]] ''[[http://i1230.photobucket.com/albums/ee498/STypeWordsToLiveBy/DamnThatsScary.jpg terrifying]].''
* The ''concept'' of Kyubey is the stuff nightmares are made of. Appearing in a form that is psychologically appealing to young girls for the "cutesy" element and playing on the natural inferiorities the girls possess, to manipulate them into making a contract that ultimately results in their death for the good of the universe. There's a reason he doesn't chose current world victims that are old enough to understand the concept of trust...
** AdultFear: Kyubey is guilty of the crime of HUMAN TRAFFICKING, and his exploitative recruitment methods are comparable to Child Porn. A ManipulativeBastard who uses the emotion and desperation of little girls in order to scam them into a DealWithTheDevil and force them in a dangerous job as enslaved prostitutes, er, "Magical Girls". Plus, being InvisibleToNormals means that those who contracts cant talk about him to anyone lest people think they're crazy.
*** Even if it were possible for someone to prove that Kyubey was there, there's still some horror in that it would likely be impossible to actually do anything about it. He's likely to continue appearing and manipulating things for a candidate until they ''have'' to accept his offer. At that point, it would be easy for the victim to prove it to their loved ones, but it would also be far too late.
** In addition, with his ResurrectiveImmortality and unlimited supply of bodies Kyubey is incapable of being killed ever. No matter how many times you finish him off, HE. WILL. JUST. KEEP. COMING. BACK. Homura's been shooting him who knows how many times and it hasn't stuck. The only way to kill him off permanently would be to wish him out of existence. However, if what he says about the Incubators' mission is true, then that leaves us with the heat death of the universe to worry about.
** Even though Kyubey nominally offers prospective magical girls a choice, it seems like no one ever manages to refuse him in the long run if he is actively pursuing them. When a potential contractee isn't already in life threatening danger, Kyubey seems more than happy to put them in a situation that they can't escape without making a wish. In the PSP game, the ending where Homura defeats Walpurgisnacht but dies in the process has Kyubey explicitly telling Madoka that he'll keep hounding her until she finally gives in. Given that she knows the implications of becoming a magical girl, her expression at the end is ''haunting'', and a good reminder of just how terrible this really is. Death is really the best possible outcome for anyone who Kyubey becomes attached to.
** The manga version of Kyubey takes his creepy factor UpToEleven and manages to make him more sinister. While in the anime, he was already creepy to begin with with his thousand-yard stare and unchanging expression, but in the manga, Kyubey actually puts up a cute creature facade by showing a wide range of expressions more befitting of a typical magical girl mascot. This actually makes him more scarier than his anime counterpart as he loses the default creepy factor that would make him suspicious from the get-go, and it would make it more easier for girls to fall prey to his contracts. He doesn't sport his iconic expression not until Chapter 8 when Homura reveals his identity, and even then, his face gets an extra creepy flair to let you know that he's not as benevolent as he seems.
* The series really hammers home the fact that, under the flashy outfits and magic powers, Magical Girls are just glorified ChildSoldiers. They have to willingly enter life-threatening situations ''on a regular basis'' [[AdultFear without their friends or family even knowing where they are]]. And even with magic, they're all still teenage girls who've probably never even held a gun, much less had any proper combat training. When Sayaka started out as a Magical Girl, she got her ass handed to her by both Kyoko and Homura. After she learns the truth about Magical Girls, she pretty much abandons anything resembling strategy and [[TheBerserker simply tanks attacks]]. The only reason she manages to survive any of this is because her wish to heal Kyosuke also granted her a HealingFactor. It makes you wonder just how many inexperienced young girls without this kind of power or who just don't know any better have suffered horrific deaths in battles against Witches. The worst part though? Since they'll turn into witches themselves without grief seeds, they have ''no choice'' but to keep fighting.
* And some of the music. How can we forget about some of the music...
** "[[https://www.youtube.com/watch?v=isVvlptwaI8 A Duel With A Witch]]", while actually a cool song, has lyrics such as "Don't let it go" and "Somebody help me now", which may imply that the Witches are crying out for help, but can't do anything to do so. As if being turned into {{Eldritch Abomination}}s wasn't enough...
** "[[https://www.youtube.com/watch?v=vlnxMZwxIlI Gradus Probhitus]]" is a pretty unpleasant song that fits the atmosphere of a Witch's Barrier, Especially when the heartbeats come in.
** "[[https://www.youtube.com/watch?v=e6CS1nKFXCo Wo is Die Kase]]" begins as a pretty quirky German song about cheese, right up until the last part, where the song becomes jarring, which pretty much fits Mami's fate...
** "[[https://www.youtube.com/watch?v=mvh5P-OTRG0 Witch World #1]]" starts off like a calm classical piece of music, until it reaches the 0:48 mark, which the song suddenly becomes very unsettling. The fact that said part of the song plays when Madoka is about to be torn apart by Elly's familiars in the movie version of the anime only makes it worse. And then Shaft/Aniplex/F4 reused the song in ''VideoGame/MagiaRecordPuellaMagiMadokaMagicaSideStory'' in Chapter 7 of the main story, Rumor Tsuruno's magical girl story quest, and even the ending of the Nagisa Event. [[SarcasmMode Ain't that sweet of them?]]
[[/folder]]

[[caption-width-right:350:How many licks does it take to get to the center of a Mami-shaped Tootsie Pop? '''''LET'S FIND OUT!''''']]

** Kyubey sees absolutely nothing wrong with this, because as he puts it, this way their bodies can't die so long as their Soul Gem remains intact (though they still age, mature, etc. as evidenced by Kyoko). In summary, "magical girl" here is a fancy term for [[OurLichesAreDifferent lich.]] Considering what magical girls go through, he's probably right. Whether that makes it more or less horrifying is a subjective issue.

-->'''Sayaka:''' ''[LaughingMad]'' It's true! I ''can'' block out the pain! '''[[IronicEcho I don't feel any pain anymore!]]'''
* At the beginning of the episode, Kyubey was torturing Sayaka through her Soul Gem, and then pushing her towards the berserker rage she uses to attack Elsa Maria. [[KickTheDog That much cruelty to someone vulnerable is repulsive.]] This is even worse when you remember that she is only ''14 years old''. We are talking a ''fourteen year-old girl'' being subjected to the pain of ''impalement.'' One would still get shivers, watching the scene where Sayaka crumples down to the floor, gasping for breath, while Kyubey sits there smiling as though the whole thing was no big deal.
* Kyoko's backstory was drawn up as a puppet show. The stick figures added to some really creepy imagery and especially the burning scene which was accompanied by a scene of her father hanging himself.

* Sayaka's transformation into Oktavia von Seckendorff. This was the exact point where Madoka Magica stopped being a Magical Girl anime. Mami’s death? Shocking and brutal, but it was still, fundamentally, a Magical Girl anime: albeit one that got more into depth about the fact that yes, they are fighting monsters that can, in fact, kill them. Magical Girls are basically liches? A dark take on the whole TransformationTrinket thing, but still, it didn’t change the basic idea that they were empowered kids who fight monsters. Again, it remained fundamentally a Magical Girl anime. Sayaka turning into a witch? This was the point that any illusions of this being simply a dark, gritty Magical Girl anime fell apart completely. The point where the anime went from dark, gritty Sailor Moon to H. P. Lovecraft’s finest CosmicHorrorStory. This is where the audience realized that Kyubey wasn’t simply a creepy version of Kero or Luna. He’s a creature beyond human comprehension, and we are his goddamned ''cattle''. The reveal that Magical Girls become Witches marked the point that the story went from dark to '''hopeless.'''

* Seeing Kyubey [[{{BodyHorror}} riddled full of bullet holes.]] He's fine though. Unfortunately.

** It's even creepier when you pay closer attention to [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/21 the center panel]]. There are blood stains trailing behind her sword. Yeah... a reminder to those who think of [[MagicalGirl Magical Girls]] as just cute and pretty. Being warriors, their magic is aimed at KILLING, not just flash and entertainment... and the target doesn't necessarily have to be other magical beings...

* In one timeline we see what it's like to be visited by a witch from a first person Homura's perspective. Sure, she was rescued before anything terrible happened, but it was still creepy as hell.

* The universe-ending witch Madoka was unsettling. That enormous EldritchAbomination with two halves of a face? Completely engulfing the earth? Dear ''[[http://i.imgur.com/hL7he33.jpg Madokami.]]'' Yes, that ''thing'' is Kriemhild Gretchen, the witch form of our adorable protagonist. Every new timeline sees her absorb all the magical energy of the previous universes that Homura has went through, meaning that each time, Kriemhild Gretchen is bigger and stronger--way beyond what Walpurgisnacht could ever hope to be. The wish that created that... '''thing''' was infinitely stronger than any other wish, powered by 100+ universes worth of magical potential. There's a reason that version of Kriemhild Gretchen is using ''celestial objects'' for ''eyes''.

[[folder:Uncategorized]]

* And some of the Music. How can we forget about some of the music...
** A Duel With A Witch[[https://www.youtube.com/watch?v=isVvlptwaI8]] while actually a cool song, has lyrics such as "Don't let it go" and "Somebody help me now", which may imply that the Witches are crying out for help, but can't do anything to do so. As if being turned into Eldritch Abominations[[https://tvtropes.org/pmwiki/pmwiki.php/Main/EldritchAbomination]] wasn't enough...
*** Gradus Probhitus[[https://www.youtube.com/watch?v=vlnxMZwxIlI]] Is a pretty unpleasant song that fits the atmosphere of A Witch's Barrier, Especially when the heartbeats come in.
*** Wo is Die Kase[[https://www.youtube.com/watch?v=e6CS1nKFXCo]] begins as a pretty quirky German song about cheese, right up until the last part, where the song becomes jarring, which pretty much fits Mami's fate...
*** Witch World #1[[https://www.youtube.com/watch?v=mvh5P-OTRG0]] starts off like a calm classical piece of music, until it reaches the 0:48 mark, which the song suddenly becomes very unsettling. The fact that said part of the song plays when Madoka is about to be torn apart by Elly's familiars in the movie version of the anime only makes it worse. And then Shaft/Aniplex/F4 reused the song in Magia Record[[https://tvtropes.org/pmwiki/pmwiki.php/VideoGame/MagiaRecordPuellaMagiMadokaMagicaSideStory]] in Chapter 7 of the main story, Rumor Tsuruno's magical girl story quest, and even the ending of the Nagisa Event. Ain't that sweet of them?[[https://tvtropes.org/pmwiki/pmwiki.php/Main/SarcasmMode]]

* Seeing Kyubey [[http://i43.photobucket.com/albums/e397/I_am_Latia/HOLEyshit.gif riddled full of bullet holes]]. He's fine though. Unfortunately.

[[caption-width-right:350:How many licks does it take to get to the center of Mami's skull? '''''LET'S FIND OUT!''''']]

[[caption-width-right:350:How many licks does it take to get to the center of Mami's skull? '''''Let's find out!''''']]

[[caption-width-right:350:How many licks does it take to get to the center of Mami's skull? '''''Let's find out.''''']]

[[caption-width-right:350:'''CHOMP.''']]

* While most remember the nightmare fuel from Episode 3 onwards, the Nightmare Fuel was there as early as Episode ''1,'' with the Anthonies, freaky, mustachioed little shits who look like {{Creepypasta}} someone would claim to witness while watching ''WesternAnimation/SouthPark''. Now look at them in action -- the animation for them is [[UncannyValley deliberately jittery]], and their babble translates to ''planning to cut Sayaka and Madoka up and present them to Gertrud.''

* While most remember the nightmare fuel from Episode 3 onwards, the Nightmare Fuel was there as early as Episode ''1,'' with the Anthonies, those freaky little fuckers pictured right. Now look at them in action -- the animation for them is [[UncannyValley deliberately jittery]], and their babble translates to ''planning to cut Sayaka and Madoka up and present them to Gertrud.''

* While most remember the nightmare fuel from Episode 3 onwards, the Nightmare Fuel was there as early as Episode ''1,'' with the Anthonies, those little fuckers in the image to the right. Now look at them in action -- the animation for them is [[UncannyValley deliberately jittery]], and their babble translates to ''planning to cut Sayaka and Madoka up and present them to Gertrud.''

* While most remember the nightmare fuel from Episode 3 onwards, the Nightmare Fuel was there as early as Episode ''1,'' with the Anthonies. [[http://wiki.puella-magi.net/File:Anthony_scary.jpg See how freaky those things are?]] Now look at them in action -- the animation for them is [[UncannyValley deliberately jittery]], and their babble translates to ''planning to cut Sayaka and Madoka up and present them to Gertrud.''

-->'''Kyubey:''' On this planet, you call females who have yet to become adults "girls". It makes sense, then, that since you'll eventually become witches, you should be called "magical girls".

* The series really hammers home the fact that, under the flashy outfits and magic powers, Magical Girls are just glorified ChildSoldiers. They have to willingly enter life-threatening situations ''on a regular basis'' [[AdultFear without their friends or family even knowing where they are]]. And even with magic, they're all still teenage girls who've probably never even held a gun, much less had any proper combat training. When Sayaka started out as a Magical Girl, she got her ass handed to her by both Kyoko and Homura. After she learns the truth about Magica Girls, she pretty much abandons anything resembling strategy and [[TheBerserker simply tanks attacks]]. The only reason she manages to survive any of this is because her wish to heal Kyosuke also granted her a HealingFactor. It makes you wonder just how many inexperienced young girls without this kind of power or who just don't know any better have suffered horrific deaths in battles against Witches. The worst part though? Since they'll turn into witches themselves without grief seeds, they have ''no choice'' but to keep fighting.

'''Expect unmarked spoilers!'''

[[caption-width-right:350:'''[[spoiler:CHOMP.]]''']]

** And then Homura blows up Charlotte and we get treated to the sight of [[spoiler:a pile of fleshy goo]] landing on the table next to her. That's right, it's a half-digested Mami...

** WordOfGod confirms that [[spoiler:Magical Girls who don't know [[TomatoInTheMirror the truth about witches]] and are about to be killed would instantly become a witch from the fear of death if their Soul Gem is not destroyed. Mami was just lucky she kept her Soul Gem on her head when Charlotte bit it off, otherwise Madoka and Sayaka would've found themselves dealing with Candeloro as well]].

* This entire episode proves itself as a WhamEpisode by turning the premise into NightmareFuel: [[spoiler:The Soul Gems are the literal crystallization of the soul. As in, the Soul Gem is the true magical girl, and the body is simply a puppet.]]
** Kyubey sees absolutely nothing wrong with this, because as he puts it, this way their bodies can't die so long as their Soul Gem remains intact (though they still age, mature, etc. as evidenced by Kyoko). In summary, "magical girl" here is a fancy term for [[OurLichesAreDifferent lich]] Considering what magical girls go through, he's probably right. Whether that makes it more or less horrifying is a subjective issue.

* Seeing Kyubey [[spoiler:[[http://i43.photobucket.com/albums/e397/I_am_Latia/HOLEyshit.gif riddled full of bullet holes]]]]. He's fine though. Unfortunately.
** [[spoiler:''[[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/25 Also worse in the manga.]]'']]

* Sayaka is alone in a train compartment with two men who are badmouthing the girlfriend of one. She gets up and, in a scene that wouldn't be out of place in [[VisualNovel/HigurashiWhenTheyCry Higurashi]], asks them to [[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/20 tell her about the girl, then suddenly wondering why she should protect guys who act the way they do]]. She transforms into a magical girl and...[[http://www.mangareader.net/mahou-shoujo-madoka-magica/8/21 nothing]]. The two men are gone and it is ''heavily'' implied that Sayaka killed them. [[NothingIsScarier We don't see anything...]] What's worse, there're multiple [[WordOfGod Gods]] in this work, and they each have a different opinion on this issue. Producer Shinbo said Sayaka did ''not'' kill them in the anime. Hanokage says she did in the manga, and writer Urobuchi says it's deliberately ambiguous.

** It was, arguably, rendered somewhat terrifying in the Creator/ABC3 broadcast. [[WhatDoYouMeanItsNotForKids Considering the content on this scene]], it had to be censored, so the entire profanity riddled conversation is silent, yet Sayaka's diologue is relatively unchanged, so now it appears that Sayaka just started asking about random bullshit to two unaware passengers.

* The line about using humans as a energy source (with a cheerful voice and innocent smile on his face) was terrifying. "[[AMillionIsAStatistic With a current population of 6.9 billion, which increases by a rate of 10 every 4 seconds, it's a mystery why you would care so much about the loss of a tiny handful.]]". Then bluntly stating that it is desirable that the girls change into witches as soon as possible, for the sake of the universe.

** ''Highly'' debatable, as [[spoiler: the artwork on the end credits for Episode 9 shows what looks like Kyoko and Sayaka in the afterlife, while the manga outright has a short scene between them there. WordOfGod also implies in the episode commentary that Sayaka was only absent since Madoka only wanted to speak with Kyoko and Mami at this time to say her final farewell to them, knowing that she was going to speak with Sayaka later on after she dies again in the new reality.]]

** [[spoiler:If you've read this far, you probably know that the Witches [[WasOnceAMan are corrupted magical girls]], and you might've expected to have become numb to that concept by now. Rereading (and describing) their EldritchAbomination appearances, vicious abilities, and ToServeMan status brings the horror back in full force.]]

[[quoteright:350:https://www.google.es/imgres?imgurl=http%3A%2F%2Fa.nime.me%2F0018%2F3652%2Fcreepy_kyuubey_by_azuredt-d4awxl5_-_copy_-_copy.jpg&imgrefurl=https%3A%2F%2Fmaiotaku.com%2Fgalleries%2F14566%2Fpictures%2F183652&docid=JgRB5F8-bmVXuM&tbnid=bQzZA7bL7gLtxM%3A&vet=10ahUKEwiGpPf6isngAhUP6RoKHTEpBUkQMwhFKAowCg..i&w=894&h=894&bih=609&biw=1349&q=creepy%20kyubey&ved=0ahUKEwiGpPf6isngAhUP6RoKHTEpBUkQMwhFKAowCg&iact=mrc&uact=8]]
[[caption-width-right:350:Our ''cute and adorable'' mascot everyone.]]

*** That's the mask of [[{{Faust}} Mephistopheles]]. The anime is directly comparing Kyubey's Miracle Contract to a DealWithTheDevil.

* [[spoiler: Walpurgisnacht's EstablishingCharacterMoment. The skyscraper-sized thing is drifting down through the clouds, fire sprouting up around it, and it lifts its enormous central gear and slams it back down. It really hammers home that this thing is no ordinary witch, it's a ''god among witches.'']]

** [[http://www.mangareader.net/mahou-shoujo-madoka-magica/3/29 It's worse in the manga.]] Warning: Do NOT read that page if you are squeamish.

** ''Highly'' debatable, as [[spoiler: the artwork on the end credits for Episode 9 shows what looks like Kyoko and Sayaka in the afterlife, while the manga outright has a short scene between them there. WordOfGod also implies in the episode commentary that Sayaka was only absent since Madoka only wanted to speak with Kyoko and Mami at this time to say her final farewell to them, knowing that she was going to speak with Sayaka later on.]]

* Sayaka's conspicuous absence from the scene with Madoka talking with Kyoko and Mami. There's so much focus on the suffering and deaths of the magical girls that what happens to the Grief Seeds tends to get overlooked. She's not there because she's not dead. She's been ''annihilated''. The others were killed because their Soul Gems were broken, but Sayaka became a Witch and was defeated. The Magical Girls don't just ''lose'' their souls; their souls are ''destroyed''.