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12[[WMG:[[center: [- ''Anime/PuellaMagiMadokaMagica'' '''[[Characters/PuellaMagiMadokaMagica Main Character Index]]'''\
13[[Characters/PuellaMagiMadokaMagicaMagicalGirls Magical Girls]] ([[Characters/PuellaMagiMadokaMagicaHomuraAkemi Homura Akemi]], [[Characters/PuellaMagiMadokaMagicaSayakaMiki Sayaka Miki]]) | [[Characters/PuellaMagiMadokaMagicaKyubey Kyubey]] | [[Characters/PuellaMagiMadokaMagicaWitches Witches]] | [[Characters/PuellaMagiMadokaMagicaSupportingCharacters Supporting Characters]] | '''The Movie: Rebellion''' | [[Characters/PuellaMagiKazumiMagica Kazumi Magica]] ([[Characters/PuellaMagiKazumiMagicaMagicalGirls Magical Girls]] | [[Characters/PuellaMagiKazumiMagicaOthers Others]]) | [[Characters/PuellaMagiOrikoMagica Oriko Magica]] | [[Characters/PuellaMagiSuzuneMagica Suzune Magica]] | [[Characters/PuellaMagiTartMagica Tart Magica]] | [[Characters/PuellaMagiMadokaMagicaPortable Portable]] | [[Characters/MagiaRecordPuellaMagiMadokaMagicaSideStory Magia Record]] | [[Characters/PuellaMagiMadokaMagicaConceptMovieTrailer Concept Movie Trailer]] | [[Characters/PuellaMagiMadokaMagicaWraithArc Wraith Arc]]]]-]]]
14
15
16This page is only for ''[[Anime/PuellaMagiMadokaMagicaTheMovieRebellion Rebellion]].'' Tropes present only in the anime go [[Characters/PuellaMagiMadokaMagica here]]. Note that many of the examples listed on the anime character page also apply to the characters here.
17
18'''Beware of major spoilers!'''[[note]]This page assumes you've watched the original series in all its entirety, so tread with caution.[[/note]]
19
20----
21[[foldercontrol]]
22
23[[folder:In General]]
24* FakeMemories: All of their memories have been modified or completely rewritten to make them forget the tragic events of their lives. This is also why they don't realize there's [[BackFromTheDead people who shouldn't be alive around]].
25* LaserGuidedAmnesia: Everyone has forgotten the events of the original anime [[spoiler:due to being trapped in Homulilly's LotusEaterMachine. However, Sayaka, Nagisa/Bebe and Kyubey were just FakingAmnesia.]]
26[[/folder]]
27
28!!Holy Quintet
29[[folder:Homura Akemi]]
30!!Homura Akemi
31!!!'''Voiced by:''' Creator/ChiwaSaito (Japanese), Creator/CristinaValenzuela (English), Creator/AriadnaJimenez (Spanish)
32[[quoteright:348:https://static.tvtropes.org/pmwiki/pub/images/homura_rebellion.png]]
33[[caption-width-right:348:''"Memories are so annoying. As soon as I get one back, others come flooding again, one after the other."'']]
34
35At the end of the anime Homura was last seen fighting off wraiths with her new powers. At the beginning of the movie she's returned to her glasses-wearing persona and is once again a transfer student at Madoka's school. She joins the other magical girls but soon begins questioning the nature of the world she is in, returning to her stoic badass persona and serving as the main character of the movie.
36----
37* AmnesiacDissonance: [[spoiler:Due to the witch barrier altering everyone's memories Homura couldn't remember she had already been transformed into a witch because of Kyubey getting in the way of Madoka retrieving her soul.]]
38* AnimalMotifs: Lizards are repeatedly used to represent Homura throughout the movie. She even wears an lizard-shaped earring at the end.
39* AscendedExtra: She was already an extremely important character but the movie promotes her from {{Deuteragonist}} to main protagonist.
40* BadassInDistress: [[spoiler:As revealed near the end of the movie at some point the Incubators captured Homura's dying body and placed her [[SoulJar soul gem]] inside an isolation field in order to create a type of witch barrier. The entire rest of the movie is Madoka and other Magical Girls attempting to rescue Homura from said field and destroy the Incubators' plans.]]
41* BeingGoodSucks: She's convinced that you can't be happy by sacrificing yourself for others' sake and putting others before yourself is foolishness. [[spoiler:This is the reason she believes Madoka isn't happy as a god.]]
42* BespectacledCutie: At the start of the movie she has reverted to her original timid yet cute bespectacled girl self but ditches her glasses and cute behavior once she starts to notice something's wrong in Mitakihara City.
43* BrokenBird: She still isn't dealing with the trauma from all the time loops she experienced that well.
44* BrokenTears: During an emotional breakdown Homura cries her heart out as she tells Madoka about a "dream" where she found herself in a world where Madoka didn't exist and no one but her remembered her, admitting she felt sad and lonely without her.
45* ByronicHeroine: The movie centers around Homura and her conflicting emotions, mainly her angst and pain while also emphasising her [[PragmaticHero pragmatism]] and refusal to conform.
46* CharacterCatchphrase:
47** Kind of. At several points in the movie Homura claims no one can understand her or she doesn't expect anyone to understand her.
48** "Whatever sins I must bear" is used a few times and in the anime.
49* CombatPragmatist: She tries to catch [[spoiler:Mami]] off guard by ''faking a suicide''. Too bad her opponent one-ups her by faking [[spoiler:her entire presence in the fight by creating a decoy to fight for her]].
50* DaintyLittleBalletDancers: She seems to have an overarching motif of {{ballet}} through the movie. It's even part of her TransformationSequence.
51* DeconstructedCharacterArchetype: All the typical {{Action|Girl}} DarkMagicalGirl traits that made her an effective and popular character in the original series are pulled apart and often shown to be ''very bad things''. Her [[UndyingLoyalty devotion to Madoka's safety]] makes her [[ItsAllAboutMe incredibly selfish]]. Her insistence on [[IWorkAlone always working alone]] results in her [[WithFriendsLikeThese trusting no one, even attempting to murder others over mere suspicions]]. Her [[{{Determinator}} determination to fulfill her goal]] means she's [[AndThenWhat at a complete loss when she can no longer fulfill it]].
52* DesperatelyLookingForAPurposeInLife: Homura's reason to become a magical girl was to always protect Madoka, which becomes null and void when Madoka becomes a God and stops existing in the material world, and thus Homura is left struggling to find any other purpose in life.
53* DrivenToSuicide: Exploited. Homura pretends to attempt to commit suicide to get Mami's guard down.
54* FatalFlaw: Discussed. Mami claims it's arrogance, as Homura always assumes she's stronger than the other magical girls and underestimates them as a result. True to her words, both Mami and Sayaka manage to catch Homura by surprise with their resourcefulness and ability to counter her time magic.
55* TheGlassesComeOff: She takes off her glasses when she starts getting serious.
56* TheHeroine: The main character of the movie, unlike in the series where Madoka was the main character and shared the title of TheHeroine with Homura.
57* IHaveThisFriend: A variation. In the flower field, Homura tells Madoka about having been in a world where Madoka never existed, but she calls it a "dream" she had.
58* IJustWantToHaveFriends: The reveal of [[spoiler:the Fake Mitakihara as an idealized world created by Homura's subconscious]] gives a bevy of insight into her psyche, notably that she would be truly happy in a world where she's friends with all four of the other girls.
59* ILetGwenStacyDie: After [[spoiler:an AmnesiacGod Madoka]] tells Homura that she would never want to [[spoiler:sacrifice herself the way she did in the anime,]] Homura begins to ''honestly'' believe that she should have [[spoiler:stopped Madoka's AbstractApotheosis.]]
60* IneffectualLoner: Homura's insistence on [[IWorkAlone working alone]] and unwillingness to accept help from the other girls is portrayed as a bad thing. Kyoko was willing to help Homura, but she brushes her off. Mami is willing to talk rather than fight, but Homura doesn't trust Mami to handle the truth. [[spoiler:Sayaka actually rescues Homura from Mami and tries to tell her what's really going on, but Homura isn't willing to listen. Finally when Kyubey asks Homura to call for Madoka's help, Homura refuses and becomes a witch. [[AllThereInTheManual Even her witch has the nature of self-sufficiency.]]]]
61* IWorkAlone: After she begins to discover the truth of the world with Kyoko, Homura tells Kyoko to let her handle everything by herself.
62* JerkWithAHeartOfGold: With her increased focus during the movie, Homura shows a surprisingly caring side when dealing with the members of the team who aren't Madoka, even if she is short with them at times. She muses about how it broke her heart whenever she had to reveal the AwfulTruth to Mami, and even after their big fight she [[ICantLookGesture can't even bear to watch]] the impact of a non-fatal shot to Mami's leg. [[spoiler:Her idealized world is one where all five of them are friends having fun together, and when she obtains demonic powers she does her level best to give happy lives to all of the girls, not just Madoka.]]
63* MysteriousPurple: Her ColorMotif is purple and she's the most morally dubious of the "Holy Quintet" as well. [[spoiler:Her ascension to "[[SatanicArchetype Devil Homura]]" comes after her Soul Gem shatters into something far more frightful, causing the [[LoveMakesYouEvil love-tainted]] contents of her soul to blanket the ''entire universe'' in a curtain of purple magic.]]
64* NewTransferStudent: She first appears in the movie similarly to her original timeline from the series' climax. [[spoiler:She switches roles with Madoka at the movie's end, instead showing a powerless Madoka the way around the school]].
65* PetTheDog: During her epic battle with Mami, she gets an opportunity to shoot her soul gem and kill her instantly, but she decides to shoot her in the leg instead. [[spoiler:Good thing, too, because the vulnerable Mami was an elaborate copy made of ribbons, and the real Mami probably would have killed Homura if she had tried to murder the fake.]]
66* PimpedOutDress: She dresses up in black ElegantGothicLolita-style robes when [[spoiler:turning into her witch form, Homulilly.]]
67* PragmaticHero: She's still willing to resort to underhanded techniques and (regretfully) injure others to find out the mystery of the Mitakihara witch barrier.
68* ProtagonistJourneyToVillain: Realizing that a great evil must be stopped from manipulating Madoka's ideal universe for its own gain, [[spoiler:she becomes an even more powerful antagonist willing to anything to not let this happen ever again]].
69* RightForTheWrongReasons: When Homura confronts Bebe, she believes that Bebe knows what really is going on because she thinks Bebe is the witch that created the false Mitakihara. Shortly thereafter, Homura makes the same assumption about Sayaka [[spoiler:when the latter reveals she's the same one from the old universe who transformed into Oktavia von Seckendorff]]. In fact, [[spoiler:Bebe and Sayaka ''do'' know what's going on, but they're '''not''' the one who created the barrier; Homura's witch form is.]]
70* RippleEffectProofMemory: {{Deconstructed|Trope}}. She admits to Madoka that since she was the only one who remembered the events from the previous time loops, she began wondering if she hadn't just made it up in her own head.
71* SanitySlippage: The series was a long, slow tumble for her, but Homura manages to keep her mind together right up until her conversation with Madoka in the field of flowers. We get a closeup of Homura's face after Madoka hints she's not happy as a goddess, and the [[http://66.media.tumblr.com/846b9a847e54224fc31b79d7728b3fbb/tumblr_inline_nb95mdfzvR1raccls.png look in her eyes]] makes it pretty clear that ''something'' finally snapped. From there, Homura's descent into madness is less 'tumble' than it is 'vertical drop', and it all culminates with her [[spoiler:[[FaceHeelTurn transformation into a demon]]]].
72* StepfordSmiler: Despite her smiles and newfound kindness, she had not made peace with herself after all the trauma she went through.
73* TearsOfRemorse: Homura break down in tears when [[spoiler:Madoka tells her she wouldn't bear to disappear and say goodbye to everyone she loves]], which leads to her thinking she made a big mistake [[spoiler:when she didn't stop Madoka from making the wish that turned her into the Law of Cycles and erased her from the material world]].
74* ThisIsUnforgivable: Homura constantly berates the witch that created the fake Mitakihara city and she's completely focused on destroying her because it makes fun of Madoka's sacrifice. [[spoiler:It's played for {{irony}} when it's revealed the witch is no other than ''Homura herself''.]]
75* TimeMaster: Homura has regained her TimeStandsStill powers. [[spoiler:Mostly because she's living a fake reality created by herself.]]
76* ToUnmasqueTheWorld: Homura resolves to find who trapped everyone in an imitation of real life with FakeMemories. She even insists on doing it by herself, because she was concerned that others would be KilledToUpholdTheMasquerade. [[spoiler:She later finds out ''[[TomatoInTheMirror she]]'' created this fake reality within her own witch barrier, and she isn't happy about it.]]
77* TooGoodToBeTrue: It's implied that Homura begins questioning the fake world because everything is ''too'' perfect for her to not sense something is wrong. [[spoiler:Makes sense since this reality is a LotusEaterMachine made by Homura's own subconscious.]]
78* TragicHeroine: The film is essentially about how much of a self-loathing, mentally and emotionally unstable mess Homura is, and how [[spoiler:her undying love for Madoka causes her to become the villain.]]
79* UnreliableExpositor: A rather subtle example. [[spoiler:Homura tells Madoka that in the "[[IHaveThisFriend dream]]" she had, Madoka had to go somewhere far away, that they could never meet each other again. This is actually wrong: Madoka explicitly says at the end of the anime that she is everywhere. (Well, [[NotSoOmniscientAfterAll until Kyubey put up his isolation field...]]) She also stated that they ''will'' meet again someday. (When Homura's soul gem will completely corrupt, making Madokami come for her) But Homura being the only person in the universe remembering Madoka made her start to even doubt that her memories of Madoka were real, and therefore that she would see her again.]]
80* WistfulAmnesia: She begins questioning her world when she starts to notice there's something seriously wrong with everyone's memories and the reality they're living in.
81* {{Yandere}}: [[spoiler:She becomes this towards the end of ''Rebellion'' when she forcefully splits Madoka's soul from the Law of Cycles in a warped attempt to keep her from suffering. She's a more sympathetic case than most in that she doesn't actually harm anyone other than Kyubey and the other Incubators, but Sayaka confirms before losing her memories of the previous timeline that she absolutely does not agree with Homura's solution to the Magical Girl problem, and Madoka herself is constantly on the verge of remembering her true nature with Homura having to be vigilant in ensuring she doesn't regain her godhood.]]
82[[/folder]]
83
84[[folder:Madoka Kaname]]
85!!Madoka Kaname
86!!!'''Voiced by:''' Creator/AoiYuuki (Japanese), Creator/ChristineMarieCabanos (English), Creator/CarmenAmbros (Spanish)
87[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/kaname_madoka_transparent.png]]
88[[caption-width-right:350:''"If I tell you something, promise not to laugh. With you here and us talking like this, it feels like something I've wanted for a long time."'']]
89
90At the end of the anime, Madoka wished to destroy all witches before they were born, which ultimately erased her from existence. However, when the movie begins she is inexplicably alive and living with her family while secretly being a magical girl. Just how has this happened?
91----
92* BackFromTheDead: She's back to living in the material world, despite having AscendToAHigherPlaneOfExistence at the end of the series. Exactly how this happened is one of the movie's mysteries. [[spoiler:In fact, she's still a concept and is just manifesting as herself in Homura's witch barrier. However, at the end of the movie Homura actually brings her back to "life" for real by splitting her off from the Law of Cycles.]]
93* DecoyProtagonist: As in the original series; the movie initially follows Madoka, but soon Homura becomes the main character.
94* DevotedToYou: It was made clear in the series just how obsessively devoted Homura is to Madoka and the movie takes it to a new extreme. Homura adores Madoka so much that she will do anything to keep her happy [[spoiler:even if she has to become a GodOfEvil and make Madoka her prisoner in a new world.]]
95* DramaticallyMissingThePoint: A subtle example. Before [[spoiler:the isolation field is destroyed]], Homura tells Madoka "No matter what sin, I can take it on. No matter what I might become... I'm certain it'll be fine, as long as you're by my side." [[spoiler:Madoka thinks that this means Homura wants to be with her forever. She's right: [[WellIntentionedExtremist it just won't be on Madoka's terms]].]]
96* FatalFlaw: Her HeroicSelfDeprecation. Without her memories otherwise, her claiming she wouldn't actually have been willing to go through with her HeroicSacrifice [[spoiler:causes Houmra, who kept going only because she thought Madoka wanted it, to fall apart completely and [[JumpingOffTheSlipperySlope turn to more drastic measures]] to "[[UnwantedRescue save]]" her]].
97* ForeignExchangeStudent: [[spoiler:In Homura's new world, Madoka travelled abroad to America and attended school there for three years due to her mom's job assignment.]]
98* GodInHumanForm: Madoka's goddess form is sealed throughout most of the movie, making her a normal human again. [[spoiler:True to the trope, the Madoka throughout most of the film is more of an avatar than anything else, as Madoka's memories and true power don't return until the isolation field around Homura is broken.]]
99* LivingEmotionalCrutch: To Homura, in a twisted way. Madoka means everything to Homura and having Madoka happy and by her side is the only thing Homura really wants [[spoiler:and to do it Homura turns the world into a GildedCage and traps Madoka in it.]]
100* NewTransferStudent: [[spoiler:In Homura's new world, Madoka lived in America for three years before coming back to Japan and becomes the transfer student instead of Homura.]]
101* StepfordSmiler: Hinted at, depending on how one interprets her words in the field of flowers. Despite apparently being at peace with her [[AbstractApotheosis fate]], Madoka seems well aware of the weight of what she did, and the fact she would never be able to see her family or friends again, and leaving them broke her heart. Despite this, she keeps a gentle smile on her face for the sake of the Magical Girls whom she is the warden of.
102* UnwittingInstigatorOfDoom: Madoka becomes this in the scene in the flower field. Homura tells Madoka about [[IHaveThisFriend a dream she had]] where Madoka went far away from everyone and no-one but Homura remembered who she was. Madoka comforts Homura and says that she would never do such a thing, because she wouldn't want to be separated from her friends and family. [[spoiler:This shocks Homura, who comes to believe that Madoka sacrificed herself at the end of the anime not because she wanted to, but because she believed she had no other choice. At this point, Homura no longer accepts Madoka's sacrifice and exclaims that she should have tried to stop Madoka from sacrificing herself in the final timeline. This is what drives Homura's actions at the end of the movie; Homura tries to fulfill what she believes are Madoka's true desires.]]
103* WillfullyWeak: In [[spoiler:Homura's MentalWorld,]] Madoka purposely restrains her own power as part of [[spoiler:her MemoryGambit against Kyubey]]. If she did unleash her full abilities, it would have allowed [[spoiler:Kyubey to observe and potentially interfere with / control the Law of Cycles.]]
104* WistfulAmnesia: In [[spoiler:Demon Homura's new world]], Madoka can sense something is wrong and she isn't supposed to be where she is, but [[spoiler:Homura]] is keeping her from remembering the truth.
105[[/folder]]
106
107[[folder:Sayaka Miki]]
108!!Sayaka Miki
109!!!'''Voiced by:''' Creator/EriKitamura (Japanese), Creator/SarahAnneWilliams (English), Creator/CarmenCalvell (Spanish)
110[[quoteright:345:https://static.tvtropes.org/pmwiki/pub/images/miki_sayaka_transparent.png]]
111[[caption-width-right:345:''"Yup! That's me! The original international girl of mystery!"'']]
112
113At the end of the anime Sayaka had vanished from the world, taken by the Law of Cycles. Like Madoka, she has inexplicably returned to life. Just what secrets is she hiding?
114----
115* AmbiguouslyBi: In the original series, she explicitly has a crush on her ChildhoodFriend Kyosuke, but also has plenty of [[LesYay subtext]] with Kyoko. In the film, they're living in the same house, [[SmashSisters fight together]], and enjoy teasing each other. Not to mention that Sayaka says her ''only'' [[spoiler:regret when she died was that she left Kyoko behind. Hand holding and interlaced fingers inclusive]]. She's pretty pissed when Nagisa ruins the mood.
116* ArchangelMichael: [[spoiler:While not explicitly named as such, Sayaka fulfills this role to Madoka's "God". Michael is the right hand of God, wields a sword, and is the one who confronts Lucifer. Sayaka describes herself as Madoka's "Private secretary", her weapon is a saber, and she confronts Devil Homura about her selfishness at the end of the movie]].
117* ArchEnemy: [[spoiler:At the end of the movie, devil Homura successfully steals Madoka's power and rewrites the universe, erasing everyone's memories of what happened. Except for Sayaka, who remains aware of what has happened and openly defies her, declaring that no matter what she will never forget that Homura is a demon]].
118* BackFromTheDead: Like Madoka, she is somehow alive again. [[spoiler:It turns out that Sayaka is now part of Law of Cycles and is basically acting as an assistant to Madoka. She then comes back for real as an apparent side effect of Devil Homura's ascension.]]
119* BackToBackBadasses: She frequently fights back-to-back with Kyoko.
120* BloodMagic: A variant. Sayaka can summon [[spoiler:her witch form, Oktavia]], wherever there is water. In the absence of a sufficient amount of water, she stabs herself and summons her from her own blood, letting her HealingFactor repair the damage.
121* BroughtDownToNormal: [[spoiler:Downplayed. When Homura rewrites the universe, Sayaka seems to retain her powers until Homura directly suppresses them, and her soul gem is seen on her finger]].
122* CameBackStrong: In the show, Sayaka was by far the weakest magical girl of the main quintet, only surviving thanks to her HealingFactor. In the movie, she's shown to be able to fight on equal footing with them and even surprises Homura with her skill and speed. [[spoiler:Being a piece of the Law of Cycles, she also has abilities relating to her witch form]].
123* CharacterDevelopment: She has done a lot of growing between movies. She's less bullheaded, accepts Homura quickly and sympathizes with her [[spoiler:when she's close to realizing that she's a witch]], and is overall a lot more responsible, with Kyouko mentioning that she always does her homework which she frequently forgot in the anime.
124* DeadpanSnarker: Especially in the English dub, she's now very snarky, making quips about everyone from Kyosuke to Homura. This is actually CharacterDevelopment, showing that she's less straight-laced and takes things less seriously (and thus less likely to be offended and angry).
125* DefiantToTheEnd: Just before [[spoiler:Demon Homura erases the last of her memories, Sayaka says that she will always remember Homura as a demon.]]
126* ElementalMotifs: Water, same as in the anime. However, while that was an ironic motif contrasting how rigit and stubborn Sayaka was, this time it fits her way better, as she shows great patience and acceptance.
127* FairyTaleMotifs: The allusions to ''Literature/TheLittleMermaid'' continue here, [[spoiler:becoming an angel after death]] just like the titular mermaid.
128* FakingAmnesia: [[spoiler:Unlike the other magical girls, Sayaka never lost her real memories while trapped inside Homulilly's witch barrier. She just plays along to fool Kyubey until Homura starts to remember the truth and becomes a full witch.]]
129* HealingFactor: Still has it from the anime, though it's not called out specifically. During the final battle, she at one point [[spoiler:stabs out her own heart to summon Oktavia]], showing that she can survive even immediately lethal wounds.
130* TheHero: WordOfGod is that she could become this in [[spoiler:the new world created at the end of the film, as the only being with any chance at challenging Homura]].
131* IaijutsuPractitioner: She frees Homura from Mami's ribbon restraints by cutting the lock in this fashion. And at another point in the following scenes, she draws her sword fast enough to jam it in Homura's shield before she can escape or attack via time-stop, thus preventing Homura from using her shield for a while. That takes some skill.
132* TheLancer: Of Puella Magi Holy Quintet. [[spoiler:She takes the role of leader during the battle between Homulilly.]]
133* MeaningfulName: "Miki" is phonetically similar to "Michael", as in [[spoiler:the ArchangelMichael, the angel who wields a sword and confronts the Devil during the endtimes, which is a pretty apt descriptor for Sayaka in this movie]].
134* TheMirrorShowsYourTrueSelf: Sayaka's reflection changes during her conversation with Homura. [[spoiler:Specifically, when she reveals she's the same Sayaka from the original timeline, her reflection becomes that of Oktavia, her Witch form.]]
135* MonsterFromBeyondTheVeil: Sayaka is very different from the one seen in the original anime, being both a lot more competent but also friendlier, more studious, and more responsible. At one point Homura even questions if this Sayaka is the same one she saw die, which Sayaka gives a vague and elusive answer to. [[spoiler:Ultimately subverted as Sayaka ''is'' the same as in the original anime, but having died and regained about ten years of memories from Homura's timeloops has given her a fair bit of CharacterDevelopment. The trope is also played with as she can summon an EldritchAbomination, but it is entirely benevolent and under her control]].
136* NiceGirl: Sarcastic as she is, Sayaka is a lovely person who really cares about her friends and unlike the original series she lacks the impulsive brashness that made her a JerkWithAHeartOfGold there, and is far nicer to Homura as a result.
137* ObfuscatingStupidity: Sayaka acts like a bit of a sarcastic goofball who enjoys playfighting with Kyouko and doesn't take things too seriously. [[spoiler:Actually she's the BigGood and, along with Bebe, the only one aware of what's truly going on. Her act is meant to trick the Incubators into thinking she's just a construct of the labyrinth]].
138* OlderThanTheyLook: Sayaka appears to be a young teenager, same as most magical girls. However, since she [[spoiler:remembers the previous timelines, her true mental age is ''much'' older, the same as Homura]].
139* OurAngelsAreDifferent: While not explicitly stated, [[spoiler:Sayaka arguably fills the role of an angel (personal assistant, or intern) for Ultimate Madoka, and even confronts Devil Homura, who fills the role of Lucifer. She even states as much when she and Nagisa drop TheMasquerade.]]
140-->[[spoiler:''We're more like her private secretaries.'']]
141* ScrewThisImOutOfHere: When clashing against Homura, she performs a vanishing act the instant she loses control over Homura's time-stopping shield. Homura notes that Sayaka usually isn't such a tactician.
142* ShipTease: Lots with Kyoko. Notably, [[spoiler:during the climactic batttle she tells Kyoko she was happy to be by her side and regrets leaving her behind when she died. It's implied that, since Sayaka remembers previous timelines, she became aware of what Kyoko tried to do for her when she became Oktavia, and how upset Kyoko was when she died. This is similar to how Madoka only realized Homura was her best friend after seeing prior timelines. Of course Sayaka would now have regrets.]]
143* SlasherSmile: During her conversation with Homura, Sayaka flashes a creepy grin [[spoiler:when she reveals she's the same person Homura remembers from the previous timeline, her reflection becoming that of Oktavia. Homura -- assuming Sayaka is the witch behind the barrier they're trapped in -- tries to attack her, but Sayaka transforms into Oktavia and vanishes, leaving only her cape behind.]]
144* SmashSisters: Fights this way with Kyoko, especially during the final battle where [[spoiler:Oktavia, controlled by Sayaka herself like a weapon, wields a giant version of Kyoko's spear.]]
145* SummonMagic: As part of [[spoiler:the Law of Cycles, Sayaka can summon Oktavia von Seckendorff, her witch form, and also an army of familiars from other witches. AllThereInTheManual explains Oktavia can appear anywhere there is water, which is why Sayaka stabs herself to summon Oktavia [[BloodMagic with her blood]]]] in the climactic battle.
146* SympathyForTheDevil: She tells Homura that she sympathizes with the witch behind the barrier, even saying she's suffering more than anyone she has trapped. [[spoiler:Since Sayaka remembers the previous timelines, she knows the pain of being a witch very well.]]
147* TeleportCloak: Sayaka can evidently use her cape to do this, or at least mask her escape. It comes in handy when Homura attacks her.
148* TookALevelInBadass: She fights much less erratically and is overall much stronger than before, not particularly from any enhanced strength, but simply using her resources more cleverly and efficiently. She's also capable of summoning [[spoiler:Oktavia as a GuardianEntity, as well as a boatload of witch's familiars due to being part of the Law of Cycles]].
149* TookALevelInKindness: She still maintains some brashness, but is overall a lot nicer and more understanding than she was in the original anime. [[spoiler:Having memories of previous timelines means she's a lot more mature and empathizes with Homura's suffering.]]
150* UnwantedRescue: She's not too happy about [[spoiler:Homura's new world, even if she has been brought back to life]]. On the other hand, [[VillainHasAPoint even she has to admit it's nice seeing Hitomi and Kyosuke again]].
151* WistfulAmnesia: [[spoiler:In Devil Homura's new world, once Homura makes sure to erase her memories Sayaka knows ''something'' is wrong, but doesn't know what.]]
152[[/folder]]
153
154[[folder:Mami Tomoe]]
155!!Mami Tomoe
156!!!'''Voiced by:''' Creator/KaoriMizuhashi (Japanese), Creator/CarrieKeranen (English), Eva Bau (Spanish)
157[[quoteright:347:https://static.tvtropes.org/pmwiki/pub/images/mami_tomoe_transparent.png]]
158[[caption-width-right:347:''"There was a moment when I thought we were in trouble, though. It's best not to get too overconfident."'']]
159
160As before, Mami is still the senior magical girl in Mitakihara. However, she's now living with an odd creature she calls Bebe, which seems to have helped combat her loneliness. She comes into conflict with Homura when the latter attempts to discover the truth of their world.
161----
162* TheAce: While this probably doesn't apply anymore following the latter's [[spoiler:ascension into godhood]], the movie clearly shows (and the other characters repeatedly point out) that in terms of intelligence, pure combat abilities and magical proficiency Mami surpasses the rest of the magical girls, including Homura, by leagues.
163* BadassFingerSnap: When she uses magic to style her hair into those glorious twindrills.
164* BatmanGambit: Pulls a hugely epic one on Homura during their confrontation. [[spoiler:First, she attaches a ribbon to Homura to make herself immune to Homura's [[TimeStandsStill time stops.]] Then, when Homura seems to have landed a disabling shot, she reveals that the Mami Homura was fighting was just a copy made from her ribbons.]]
165* {{BFG}}: Her Tiro Finale takes the form of a railway tank made up of a giant flintlock and cakes.
166* BigSisterMentor: As the oldest of the Holy Quintet, she's this to everyone.
167* BuildingSwing: Mami puts her ribbons to far more versatile use than she did in the anime.
168* GunFu: Her fight with Homura is all about exchanging fire between magic flintlocks and modern firearms, clashing with each other when too close, and essentially ''leveling'' the entire area with nothing but ricocheting bullets shot earlier on.
169* ImprobableHairstyle: She curls her hair with ''magic''.
170* TheLeader: She's the leader of [[FiveManBand Puella Magi Holy Quintet]].
171* LeaningOnTheFourthWall: She can be heard humming her own theme music while brushing her hair.
172* LetsYouAndHimFight: Engages in a fight with Homura because of the latter's aggressive actions towards Bebe, She would've opted for an explanation, but Homura decided to fire the first shots.
173* MamaBear: While she hates having to fight a friend, she does ''not'' tolerate Homura trying to kill Bebe and starts an epic gun fight with her to protect Bebe.
174* ModestyTowel: During one gratuitous scene where she comes out of the bath. The manga makes this much less explicit.
175* MoreDakka: How does she fight against Homura's modern automatic weapons? Summon dozens of flintlocks and fire them in rapid succession, mimicking machine gun fire.
176* MsFanservice: The first clear shot we get of her in the entire movie is ''[[UnusualEuphemism a shot of her mammies]]'', she is later shown in a ModestyTowel, and then we get ''another'' closeup of her chest during the Cake Song.
177* MundaneUtility: She uses her magic to style her hair.
178* SecretTestOfCharacter: While Mami fights against Homura desperately in their duel, in reality [[spoiler:she's not really there, but is employing a [[NinjaLog ribbon clone of herself]] while trying to talk Homura down. Had Homura went for a killing blow to clone's fake Soul Gem instead of the leg shot, Mami would've struck Homura down right then and there]].
179* SelfDuplication: She's able to make a copy of herself with her ribbons, [[spoiler:which she does in her fight against Homura]].
180* ShootTheBullet: She's able to deflect Homura's attacks by shooting the bullets from her guns.
181* TookALevelInBadass: What happens when Mami is no longer held back by her emotional issues? She adds tons of new weapons like handguns and shotguns to her arsenal, she uses her ribbons to devastating effect, [[spoiler:even using them to create a duplicate of herself at one point]], and her Tiro Finale upgrades to a ''railgun'', which shoots what can only be described as a ''nuke''. Damn.
182[[/folder]]
183
184[[folder:Kyoko Sakura]]
185!!Kyoko Sakura
186!!!'''Voiced by:''' Creator/AiNonaka (Japanese), Creator/LaurenLanda (English), Graciela Molina (Spanish)
187[[quoteright:318:https://static.tvtropes.org/pmwiki/pub/images/entokyo_vsl_kyoko.png]]
188[[caption-width-right:318:''"I knew it was gonna be too hard to go to school and be a Magical Girl! There's never any time to have fun!"'']]
189
190Kyoko is now a classmate of Madoka, Sayaka and Homura. She's also living at Sayaka's place, and it seems that the social interaction has made her nicer than she was in the anime. When Homura starts getting suspicious, she comes to Kyoko with a request that tips her off to the secret of their world.
191----
192* BackToBackBadasses: With Sayaka during the climatic battle against [[spoiler:Homulilly and her familiars]].
193* BigEater: As in the original series, but played for cuteness and laughs [[spoiler:until after the bus scene, after which it's once again a nondescript quirk of hers]].
194* BookDumb: She prefers having fun than studying.
195* DeadpanSnarker: Has a few moments like this.
196* DemotedToExtra: She has a more marginal role than the other characters, unlike in the series where she was something of an ArcVillain.
197* {{Flanderization}}: Her BigEater tendencies are subjected to this. [[spoiler:This is likely due to the FakeMemories implanted by Homura's witch barrier. Later in the movie it's implied she reverted to her old personality after finding out the world was an illusion.]]
198* {{Joshikousei}}: Unlike in the series, she wears the school uniform when not transformed. [[spoiler:Later she changes back to her casual clothes and wastes time in the arcade, possibly to indicate that she's stopped going to school since it isn't even real anyway.]] Kyoko's uniform is the canonization of [[http://wiki.puella-magi.net/File:Thank_you_for_watching_the_end.jpg this picture]] by character designer Creator/UmeAoki. It was shown as the end card for the anime's last episode. The idea of Kyoko wearing a school uniform was also in ''VideoGame/PuellaMagiMadokaMagicaPortable''.
199* KnightInSourArmor: After the bus scene, she shows shades of her old apathetic, snarky self.
200* NiceGirl: In the movie she's a kind, friendly and helpful girl, who is also a bit snarky and hedonistic.
201* ShipTease: Lots with Sayaka. They are actually living together in the same house now.
202* SingleTear: [[spoiler:When Sayaka confesses that she regretted having to leave Kyoko behind.]]
203* SmashSisters: Fights this way with Sayaka, especially during the final battle where [[spoiler:Oktavia wields a giant version of Kyoko's spear.]]
204* TookALevelInKindness: Kyoko now acts more like a typical, slackerish schoolgirl, and is good pals with the other characters - which is basically how she behaved before her father's PaterFamilicide in the original series' timeline(s). [[spoiler:This is the result of FakeMemories. After she learns the truth, she reverts back to her sour-natured self from the anime, albeit still being good friends with the others. At the end of the movie, Devil Homura's changes to the new world make her into a schoolgirl again, but it's unclear how her personality has changed if at all.]]
205* TrademarkFavoriteFood: Apples... but this is also the result of {{Flanderization}}.
206[[/folder]]
207
208!!Mascots
209[[folder:Kyubey]]
210!!Kyubey
211!!!'''Voiced by:''' Creator/EmiriKatou (Japanese), Creator/CassandraLeeMorris (English), Marta Barbará (Spanish)
212[[quoteright:346:https://static.tvtropes.org/pmwiki/pub/images/rebellionkyubei3_8686.png]]
213[[caption-width-right:346:''"Kyu? Kyu!"'']]
214
215The contractor of magical girls. In the movie Kyubey is more of a standard magical girl mascot: cute, cuddly, sweet and helpful. In fact this Kyubey is apparently [[PokemonSpeak not even capable of human speech]]. This turns out to be an act. Par for the course, his real motives are much more sinister...
216----
217* AssholeVictim: [[spoiler:With Devil Homura completely annihilating the Incubators' plans, enslaving them and forcing them to suffer god knows what to apparently provide a counter to entropy at the very end, karma has finally caught up with Kyubey after millenia of manipulating the human species and potentially many others.]]
218* BatmanGambit: He attempts to [[spoiler:get Homura to call on Madoka's power to save her,]] thereby allowing him to [[spoiler:observe the Law of Cycles.]] It fails, as does his attempt to [[spoiler:get Madoka to release her power directly.]]
219* BigBad: Once again, everything is Kyubey's fault... [[spoiler:but then he and ''his entire race'' are DemotedToDragon by the even more powerful [[SatanicArchetype Devil Homura]].]]
220* BreakThemByTalking: Kyubey attempts to [[spoiler:get Homura to summon Ultimate Madoka.]] It doesn't work.
221* BrokeYourArmPunchingOutCthulhu: [[spoiler: A rare villainous example. Its scheme screws the Law of Cycles and ultimately Madoka and her friends, but it also transforms Homura into being that can harm Incubators themselves.]]
222* ClarksThirdLaw: The Incubators were able to build [[spoiler:a field that blocked out any kind of external influence, including the Law of Cycles.]]
223* CreateYourOwnVillain: He and Homura were already enemies, but she never really posed a threat to him [[spoiler:until his own actions resulted in her becoming a demon that exceeds even ''Ultimate Madoka''.]]
224* DemotedToDragon: His plan backfires in the worst way possible and [[spoiler:leaves his entire race at the mercy of Devil Homura, who is keeping them alive for her own purposes.]]
225* DidYouJustPunchOutCthulhu: He created the stasis field to block Homura's Soul Gem from all outside influence, [[spoiler:with the goal of being able to see Ultimate Madoka and the Law of Cycles, and removing them from the equation so witches will start being born again and provide more energy to be harnessed in stopping the universe's entropy. He fails utterly.]]
226* DirtyCoward: For all his scheming and exploitation, Kyubey proves himself a coward when [[spoiler:he has to face Devil Homura, who is far more powerful than him, and tries to run off before she grabs him and subjects him to the world's curses]].
227* EvilCannotComprehendGood: Once again Kyubey severely underestimates the lengths that humans will go to save each other. He's completely dumbfounded when [[spoiler:Homura willingly chooses to transform into a witch instead of having Madoka save her since, by transforming in her soul gem, she will be completely destroyed and unable to reach the Law of Cycles]]. He also can't comprehend [[spoiler:the lengths Madoka would go in order to save Homura (willingly having her memories and powers suppressed and instead having Bebe and Sayaka serve as her power instead)]] which causes him and his race to shout how illogical it is at the end of the movie.
228* EvilPlan: The LotusEaterMachine seen in the first half of the movie is the result of Kyubey [[spoiler:putting Homura in an isolation field that not even Ultimate Madoka/the Law of Cycles can reach. Homura's corrupted soul gem then creates a witch barrier inside itself that can bring others from outside the field into it.]] Kyubey hopes that [[spoiler:the field brings in the Law of Cycles, allowing him to observe its existence...]] since once he [[spoiler:observes the Law of Cycles,]] he can try to interfere with and control it, [[spoiler:bringing back the old system of magical girls turning into witches.]]
229* FakingAmnesia: [[spoiler:He was unaffected by the FakeMemories Homulilly implanted in everyone and was aware of what was really going on all along, as he's running an experiment by transforming Homura into an incomplete witch. He just played at being a TeamPet to not raise Homura's suspicions.]]
230* FatalFlaw: Greed is Kyubey's primary flaw with his lack of empathy and conscience, and has a healthy dose of Pride in the form of his [[HumanityIsInsane general disdain for humans and their sensibilities]]. [[spoiler:While he had no reason to believe that Homura could become a God, if Kyubey had maybe even a smidgen of respect for human intellect, he would have realized that mouthing off about his plan to interfere with the Law of Cycles to the best friend/lover of its creator just ''[[NiceJobFixingItVillain might]]'' [[NiceJobFixingItVillain have been a bad idea]]]].
231* FauxAffablyEvil: As detailed under TookALevelInJerkass, Kyubey is no longer merely brutally blunt with an [[BlueAndOrangeMorality alien]] morality. Now he openly derides humanity and taunts the girls, all with an airy, cheerful, I'm-objectively-better-than-you-PunyEarthlings tone. This is all on top of going from a passive GreaterScopeVillain indulging in being NecessarilyEvil to an active BigBad acting out of greed.
232* GoneHorriblyRight: Kyubey's efforts to revive the witch system resulted in the creation of [[spoiler:a full-blown devil figure that is [[HoistByHisOwnPetard genuinely capable of harming him and destroying the universe]].]] To explain, if Kyubey hadn't [[spoiler:trapped Homura's soul gem in the isolation field,]] Homura wouldn't have [[spoiler:rejected Madoka's sacrifice from the original series.]] Furthermore, it was [[spoiler:the isolation field]] that forced Madoka to take an observable human form, [[spoiler:allowing Madoka to be interfered with.]] Finally, Homura wouldn't even know [[spoiler:Madoka ''could'' be interfered with]] if Kyubey didn't tell her his plan.
233* HoistByHisOwnPetard: Kyubey has [[spoiler:his experiment completely backfire, he gets beaten to a pulp, is enslaved by Devil Homura to absorb the world's curses, and is apparently driven insane by the events of the movie]].
234* JumpingOffTheSlipperySlope: Kyubey in the series was a WellIntentionedExtremist. As far as he knew, there was no way to get the energy the universe needed other than the witch system. Kyubey in the movie leaps straight into greedy, self-serving villainy when he decides Madoka's system isn't productive enough for his tastes: despite getting all the energy he needed from the Law of Cycles, [[spoiler:Kyubey decides to attempt to bring back the good ol' days.]]
235* JustBetweenYouAndMe: Played with. He explains his entire plan to Homura, but he does it to [[spoiler:convince Homura to restore Madoka's memories. He also doesn't tell Homura his true goal, but she figures it out anyway.]]
236* KarmaHoudiniWarranty: After everything he's done not merely to the heroes, but in regards to all of the misery he's caused to all magical girls everywhere, and [[KarmaHoudini pretty much getting away with it in the series]], Kyubey finally gets a face-full of karma that's been building up for ''millennia''. [[spoiler:His plans: destroyed beyond repair. His species: enslaved to one of his own "cattle". Himself: ''[[MindRape Mind raped.]]'']]
237* LackOfEmpathy: As usual, Kyubey and the rest of his kind just ''don't get'' emotion. [[spoiler:And as usual, tampering with a force beyond their comprehension ultimately blows up in their faces. The difference is this time, they don't get off so easily...]]
238* ManipulativeBastard: As per the original series, only this time he's outright manipulating [[spoiler:Homura to make Madoka observable, potentially allowing him to interfere with or even control the Law of Cycles. This backfires spectacularly by Homura's ascension into a GodOfEvil.]]
239* MindRape: It's implied [[spoiler:Devil Homura]] did this to him in TheStinger, giving that he seems to be quivering in fear. [[spoiler:Note that earlier Devil Homura claims that she needs his existence to deal with the world's curses... which implies that she's actually making him suffer those curses.]]
240* MotiveRant: It's not really a rant, but he has a calm (at least on his end) conversation with Homura about his actions and motives.
241* MyGodWhatHaveIDone: After the advent of [[spoiler:Devil Homura]], he '''finally''' realizes that toying with human emotions was a ''terrible idea'' (and ironically, it's probably the most sensible thing he's ever said). Unfortunately for him, it's too little, too late.
242* NiceJobFixingItVillain: Not only does Kyubey fail to revive the witch system, [[spoiler:he creates an entity that can actually threaten his kind.]]
243* NotSoWellIntentionedExtremist: In the original anime, Kyubey at least had a hypothetical noble goal, even if that goal made him the villain. The movie shows his true colours, as [[spoiler:he actively works to reinstate the system that caused endless misery for countless girls by enslaving Madoka, despite not really needing to since the Wraith system provides plenty of energy]].
244* ObfuscatingStupidity: During the first half, Kyubey is purposely acting like a cute harmless animal in order to observe the magical girls.
245* OhCrap: When Homura and Madoka [[spoiler:are about to destroy the isolation field for good,]] ''all'' of the Incubators express their shock in unison.
246--> '''Incubators:''' "I don't get it." ("This is so illogical!" in the English dub)
247* OutGambitted: It turns out [[spoiler:Madoka]] was aware of what he was trying to do and [[spoiler:pulled off a MemoryGambit with the help of Sayaka and Nagisa in order to break his isolation field from the inside without releasing her full power.]]
248* PokemonSpeak: Kyubey only says "kyu" for the movie's first half, even ''after'' Homura becomes suspicious, because he's pretending to be a harmless animal.
249* RidiculouslyCuteCritter: Purposely invoked on his part.
250* SatanicArchetype: [[spoiler:He has much in common with Lucifer from ''Literature/ParadiseLost'', as it rebels against Madoka by attempting to overthrow/control her and bring back the witch system.]]
251* ScrewThisImOuttaHere: After seeing the ascension of [[spoiler:Devil Homura,]] Kyubey realizes that it was a huge mistake to experiment with human emotions and tries to run off. [[spoiler:Homura doesn't let him.]]
252* SmugSnake: He severely underestimates [[spoiler:Madoka's reach]] and his planning this go-around bites him in the ass. ''Big time''.
253* TheSociopath: He also shows signs of {{Greed}}, [[spoiler:trapping Homura and her friends inside Homura's own [[EldritchLocation witch barrier]] in an attempt to reinstate the witch system so it can continue siphoning energy for itself. Once again, this [[NiceJobFixingItVillain leads to his downfall]] as Madoka [[OutGambitted outsmarts him]] a second time.]]
254* SpeakInUnison: All Incubators [[HiveMind share one consciousness]] and sometimes speak the same phrases all at once to show it.
255* StrawVulcan: Much more blatant than before. For someone without emotions he sure does like to gloat.
256* StupidEvil: [[spoiler: Its new plot to mess up the Law of Cycles is completely pointless, as solution created by Madoka is by far much safer, if less efficient, than the old magical girl harvesting. It suffers the consequences of its completely superfluous scheme when Homura finaly goes beyond her breaking point.]]
257* TeamPet: Kyubey acts as the team's mascot alongside Bebe and doesn't seem to do much other than look cute. This is intentional on his part.
258* ThisCannotBe: An assembly of Incubators all announce [[SpeakInUnison at once]] that they [[AscendedMeme just don't get it (altered to saying it's illogical in the English dub)]] after [[spoiler:Homura and Madoka's attack punches through their isolation field and bombards them with a RainOfArrows.]]
259* TookALevelInJerkass: Kyubey may have been a villain in the original series, but the series went out of its way to clarify that he was not necessarily 'cruel' as much as [[BlueAndOrangeMorality alien]] in terms of morality. He always spoke [[BrutalHonesty bluntly and matter-of-factly]], but never went out of his way to be a jerk in his interactions with the girls. And while what he did was horrible, he felt he had [[WellIntentionedExtremist no other choice in order to stave off entropy]]. Come ''Rebellion'', however, and Kyubey graduates from uncaring to genuinely malevolent: he takes an active role in the conflict, blatantly mocks and insults the girls and humanity in general, stoops to conspiracy and deceit when he never did in the show, and throws away any credibility in his identity as a WellIntentionedExtremist by acting purely in the interest of greed.
260* UnreliableExpositor: Both due to his information not being as good as he thinks it is.
261** During his MotiveRant, Kyubey claims that [[spoiler:Madoka's memories were affected by Homura's barrier.]] However, Sayaka and Nagisa later reveal that [[spoiler:Madoka deliberately suppressed her memories and powers to fool Kyubey.]] As both Sayaka and Nagisa remember, it's suggested that [[spoiler:Madoka would normally be immune to the barrier's memory alteration but allowed herself to be affected.]]
262** It's interesting to note that later on, Kyubey tells Homura that if [[spoiler:they observe the Law of Cycles, they can interfere with it, learn how to control it, and cause magical girls to become witches again.]] When Ultimate Madoka comes down to [[spoiler:take Homura's soul gem, Homura is able to observe her and is subsequently able to interfere with her. But when Homura keeps Madoka from purifying her soul gem, she doesn't become a witch like Kyubey predicted. [[TakeAThirdOption She becomes something else...]]]]
263* VillainousBreakdown: As much as an emotionless being can, anyway. Kyubey gets more frantic as his plans start falling apart. He is incredulous at Homura [[spoiler:choosing to kill herself instead of allowing him to observe Madoka.]] He is then utterly surprised to learn that Nagisa and Sayaka [[spoiler:are themselves part of the Law of Cycles.]] And then an assembled mass of Incubators [[SpeakInUnison all shout in unified shock]] when [[spoiler:the isolation field is destroyed.]] Finally, Kyubey is reduced to ''genuine terror'' when [[spoiler:Devil Homura arrives.]] And bear in mind [[HumanityIsInsane how Incubators see emotions.]] That's right: the events of the movie ''[[SanitySlippage drove Kyubey mad]]''.
264* WalkingSpoiler: You'd be hard pressed to find a fan of the series who was shocked by the revelation that Kyubey was the villain. The scope of his plans are the ''real'' spoiler.
265[[/folder]]
266
267[[folder:Bebe]]
268!!Bebe
269!!!'''Voiced by:''' Creator/KanaAsumi (Japanese), Creator/XantheHuynh (English), Maribel Pomar (Spanish)
270[[quoteright:340:https://static.tvtropes.org/pmwiki/pub/images/rebellionbebe2_5796.png]]
271[[caption-width-right:340:''"Mojomot camembert! Mojomot camembert!"'']]
272
273Nicknamed Bebe, the Dessert Witch Charlotte befriended Mami before she met the other Magical Girls and is helping the Holy Quintet fight Nightmares. %%[[spoiler:She is secretly the magical girl Nagisa Momoe, see her section for more details.]]
274----
275* AdorableAbomination: She is a Witch that happens to resemble an adorable doll, but can transform into a monstrous serpentine creature.
276* AffectionateNickname: She calls Mami -- specifically her Magical Girl form -- "Cheese", her favorite food. Doubles as a CallBack to when she ate Mami in the original series.
277* AscendedExtra: After having only appeared in one episode of the anime, she gets an expanded role.
278* BackstoryInvader: Mami claims to have adopted her long before meeting Madoka and Sayaka, and that they were inseparable ever since; but Bebe appeared only briefly in the original series, when she literally bit Mami's head off, and then got blown up by Homura. She was never Mami's pet before the movie, but none of the characters can remember her being anything else. It turns out that Homura has manipulated the memories of most of the cast, including herself, and "Bebe" is only the tip of the iceberg.
279* BigEater: She happily devours an enormous cake that's as tall as her worm-form is long. ''In one bite.'' And then she begs Mami for cheese right afterwards. [[spoiler:It's implied she's overindulging because there's no cheese in Madoka's magical girl heaven.]]
280* CharacterCatchphrase: "Turn into cheese! Turn into cheese!"
281* CuteCrittersActChildlike: Bebe acts like an excitable child. [[spoiler:This is because she ''is'' a child.]]
282* CuteOversizedSleeves: She looks like a doll wearing a dark dress with very long sleeves that reach past her feet.
283* CuteWitch: Bebe is cute in terms of an appearance, but she's still a [[EldritchAbomination witch]].
284* DetectEvil: Capable of detecting Nightmares.
285* {{Foil}}: To Kyubey, as the TeamPet and Mami’s friend. The major different is that Kyubey was a WeaselMascot who did nothing to help with her emotional instability, kept secrets from her and, at times, manipulated and her emotions to further his own goals. Bebe provides much needed emotional support for Mami, who admits that she would have given up without her. [[spoiler:She also apologizes after her deceit and fully explains things once she does find out.]]
286* HeelFaceTurn: Unlike her anime self, she is firmly on the heroes' side, and is practically Mami's best friend.
287* {{Irony}}: If only Mami knew what happened [[HeroKiller between the]] [[OffWithHisHead two of them]] in the series...
288* NonStandardCharacterDesign: Well, she ''is'' a witch, so her design and movements differ quite a bit from the other characters. Just like in the original anime, her "style" is based off of children's cartoons, with her lively behavior further accentuating this.
289* ObfuscatingStupidity: [[RightForTheWrongReasons Just as Homura was quick to assume]], Bebe knows what's really going on, and is acting the way she is in order to [[spoiler:fool Kyubey. Like Sayaka, she's trying to pretend she's an illusion created by Homura's barrier. If Nagisa didn't disguise herself as Bebe, Kyubey would have recognized Nagisa as a magical girl taken by the Law of Cycles and would have wondered why she appeared in the barrier of someone who never met her.]]
290* OnlyKnownByTheirNickname: [[http://wiki.puella-magi.net/Movie_3_Brochure According to]] WordOfGod, her name really is Charlotte, but she never actually gives her name and the characters can't read the CypherLanguage. '''Warning: Major spoilers in the link!'''
291* PetMonstrosity: Mami keeps Bebe as her pet in the fake reality, unaware that Bebe is actually a [[EldritchAbomination Witch]] that ''ate'' her in a previous timeline.
292* RedHerring: Homura initially targets Bebe upon finding out she can't leave Mitakihara City, with the excuse that Bebe's obviously a witch. The truth turns out to be more complicated.
293* RidiculouslyCuteCritter: She looks like a cute doll with a candy-shaped head.
294* SatelliteCharacter: She spends most of her time around Mami and her only role in the fake reality is being Mami's dear companion.
295* ScaryTeeth: A mouthful of razor-sharp ones in her worm form, natch. She also reveals them when eating cheesecake in her doll form, though they're not as pronounced and more in the vein of CuteLittleFangs.
296* SignificantDoubleCasting: She shares the same [[Creator/KanaAsumi voice actress]] as Nagisa Momoe, despite only speaking in gibberish during her screentime. [[spoiler:This is because she and Nagisa are the same being.]]
297* SpeechBubbles: The bubbles containing Japanese characters that float out of her when she speaks.
298* SuperMode: She normally appears as a small doll-like creature, but can expel a massive snake-like second form from her mouth.
299* SweetTooth: Being the Dessert witch, she loves eating sweets.
300* TeamPet: To the magical girls, particularly Mami. Often clashes with Kyubey at the start, who seems to be staying with Madoka and acting as her TeamPet.
301* ThemeNaming: It seems the creators noticed the Mami = Mommy jokes; Bebe isn't much different from "Baby". It can even translate to "baby"/"infant" in other languages.
302* TrademarkFavoriteFood: Cheese, of course.
303* TookALevelInKindness: To say the least: Bebe is kind, helpful, and Mami's new pet and best friend, as opposed to the anime where she was a mindless, ravenous monster with a taste for human flesh. [[spoiler:This is because she is a magical girl in disguise.]]
304* TheUnintelligible: What she actually says is mostly nonsense, but it's translated through subtitles. The characters understand her just fine thanks to the bubbles containing Japanese characters that float out of her when she speaks. She does mix in a few actual words at different points: Mascarpone, Parmesan, Camembert, Parmigiano Reggiano, [[AscendedMeme Mogu]], and [[spoiler:Kyubey.]]
305* VoiceOfTheLegion: You need to listen very carefully to hear it, but her worm-form has a slight flanging effect to its voice.
306* VoluntaryShapeshifting: Retains her worm form from the previous series. [[spoiler:She also adds a MagicalGirl transformation.]]
307* YouDontLookLikeYou: The biggest difference between Bebe and Charlotte is that Bebe has a face that resembles both characters' worm form. It's believed the design was changed to make Bebe more expressive. Interestingly, one of the pictures of Bebe in Mami's house depicts her looking exactly like Charlotte, which implies that she changed from the older appearance to the new one. Going by information given in the [[AllThereInTheManual Witches' Booklet]], this picture is supposed to be of Bebe before she became her current form seen in the movie, and is noted to have been silent and expressionless, thus confirming the implication as correct.
308[[/folder]]
309
310!!Ascendant Magical Girls (All Spoilers Unmarked)
311
312[[folder:The Devil]]
313!!Devil Homura
314!!!'''Voiced by:''' Creator/ChiwaSaito (Japanese), Creator/CristinaValenzuela (English), Creator/AriadnaJimenez (Spanish)
315[[quoteright:334:https://static.tvtropes.org/pmwiki/pub/images/devil_homura.png]]
316[[caption-width-right:334:''"Madoka is as sacred as a god, and I pulled her from Heaven. So if you want to know what I've become, I suppose if anything, you could call me a demon now."'']]
317
318Homura's dark goddess/demon form, born from her love for Madoka.
319----
320* AboveGoodAndEvil: Ultimately, rather than good or evil, Homura just does whatever she believes will keep Madoka safe and happy because she loves her. Since she thinks Madoka isn't happy as a goddess, Homura decides to hijack the Law of Cycles and create an altered reality where everyone has a perfect life in the material world. She just calls herself a devil because she's going against the natural order created by Madoka after becoming a goddess.
321* AesopAmnesia: Throughout the entire movie, the other magical girls try to convince Homura that she shouldn't make herself miserable by burdening herself with solving problems alone. If Homura would've had things her way, she would have ended up [[FateWorseThanDeath as a witch, forever separated from Madoka and salvation]]. Thanks to the other girls refusing to give up on her, Homura was freed, reunited with Madoka, and the Incubators' plot was foiled. Despite all of this, in the very end, Homura ''still'' insists on "fixing" everything all by herself and isolates herself from everyone in her new world.
322* AgeInappropriateDress: In her demon form, Homura wears a revealing SexyBacklessOutfit with a ShowgirlSkirt, cut-out sides, VaporWear, and a NavelDeepNeckline. Somewhat {{downplayed|Trope}} considering that [[https://homura.tumblr.com/post/57010494639/when-asked-how-many-timelines-did-homura-go she's chronologically 26 years old]], but it's still age-inappropriate because she has a 14-year-old's body and mind.
323* AlwaysSaveTheGirl: Protecting Madoka is still Homura's top priority. And to "save" Madoka, Homura becomes the devil to her god and turns the world into a GildedCage to keep Madoka as her prisoner.
324* AmbiguouslyEvil: Exactly how evil Homura is depends on the viewer's value system: on one hand, her world is portrayed as better since Madoka, Sayaka, and Nagisa are alive. On the other hand, she created said world without anyone's consent. There's also the part where she tells Sayaka that she will destroy the universe once all the wraiths are dealt with, but later on she contradicts this by telling Madoka that she just wants a world where Madoka is happy. It can be said that she has resigned to be a CardCarryingVillain and simply acts the part, because the only people who are explicitly suffering in her new world are Kyubey ([[AssholeVictim who's pretty hard to pity]]) and Homura herself.
325* AmbiguouslyGay: The movie is filled with tons of questionable scenes between her and Madoka, such as the LoveConfession Homura makes as her MotiveRant. WordOfSaintPaul states they believe Homura's obsession is romantic, and WordOfGod has directly compared Homura's relationship with Madoka ''[[Franchise/StarWars to Anakin's and Padme's]]''. They just stop at outright saying it.
326* AndThenWhat: Homura has no idea what she'll do with the new world she created, all but admitting her actions were for Madoka's sake with no idea of what would come next, even offhandedly considering ''destroying'' the world simply because [[ForTheEvulz she's become evil]].
327* AntiVillain: By the end of the movie, she has become a GodOfEvil, but at least creates a world where everyone is happy, even if she has to kidnap Madoka and shove her in a GildedCage to do it.
328* BeingEvilSucks: She imprisoned Madoka in her perfect world, and believes that she will no longer have her trust once she inevitably breaks out of it. Homura may rule over her own world, but it's still a SelfInflictedHell for her because [[RegretfulTraitor she won't ever forgive herself for the betrayal that she had to commit]]. In accordance with her thoughts, even her own {{familiar}}s [[ProducePelting throw tomatoes at her]].
329* BeingTorturedMakesYouEvil: An explanation for her actions at the end of the movie. The psychological terror she endured over the course of the series has finally reached its tipping point, and by the end of the picture she more or less decides that it's better to reign in Hell than to serve in Heaven. Becoming a witch was pretty much the final straw for the poor girl, we only see a little of what it's like but it wasn't pretty. WordOfSaintPaul implies that this may be partially involved, more specifically what the Incubators did to her in the film.
330* BigBad: Takes over this role from Kyubey. How much of it is genuine and in which capacity would she return for the sequel is anyone's guess.
331* BishoujoLine: As Homulilly, she looks like a giant skeleton with the top half of her skull cut off. After becoming an evil goddess, she looks like an angel with black wings.
332* BrokenSmile: During TheStinger, she smiles as she's implied to [[DrivenToSuicide throw herself from a cliff]].
333* CardCarryingVillain: She claims that she is evil and a demon as she first ascends and seizes Madoka and Kyubey, then spends much of the remaining screentime in her usurped universe, [[PokeThePoodle bullying]] Kyouko and Mami from the shadows, threatening Sayaka and Madoka when they show they still remember the old way and desire to go back to it, and cheerily abusing Kyubey to his absolute limits of endurance.
334* ChronicSelfDeprecation: Her familiars have names that are a manifestation of Homura's opinion of herself: Arrogance, Sadsack, Liar, Coldheartedness, Selfishness, Slanderer, Dunce, Jealousy, Lazybones, Vanity, Cowardice, Fool, Bias, and Obstinance. Supposedly, there's also one by the name of Love, which is nowhere to be seen.
335* ClaspYourHandsIfYouDeceive: She's seen clasping her hands as she observes the amnesiac Madoka entering the classroom of her fake world.
336* ControlFreak: Of a sort. Homura wants Madoka to have a normal life, and thus doesn't intend to control her life and actions right down to the smallest detail. If Madoka's about to regain her memories of her godhood, however, Homura will be right there with a jolt of LaserGuidedAmnesia.
337* DarkMagicalGirl: Homura takes this trope to its logical extreme by becoming a dark magical girl devil to oppose Madoka's magical girl goddess.
338* DarkMessiah: While Madoka makes the world better out of selfless love for everyone, Homura makes the world better so that it can be a GildedCage for Madoka. Familiarity with UsefulNotes/{{Buddhism}} would explain why this might be a ''very bad thing''.
339* DeathSeeker: There's a moment where Homura's {{familiar}}s jump off a ledge. Shoes are scattered around the ledge, and the familiars are not wearing shoes themselves. In Japan, [[BarefootSuicide it's common for people to remove their shoes before committing suicide]]. Homura might be acting like a devil, but if her familiars are any indication, [[SelfInflictedHell she secretly wants to die]].
340* DemiurgeArchetype: While she is primarily a SatanicArchetype, she also possesses similarities to the Demiurge, in that she overthrows and replaces Ultimate Madoka, the God archetype, and recreates the universe, becoming a false god.
341* DemonOfHumanOrigin: She becomes the Devil itself and usurps Madoka's position as the ruler of the universe.
342* DevilComplex: Though she is still the resident SatanicArchetype, Kyubey can't explain exactly what Homura has become after stealing power from the Law of Cycles, only that her Soul Gem was shattered by love instead of curses. We only have Homura's word -- where she calls ''herself'' the Devil/"Akuma" -- to go on, and she [[SelfInflictedHell absolutely hates]] the world she's created.
343* TheDevilIsALoser: Despite having ascended to the nearest equivalent of the Devil in this universe, Homura truly feels like garbage. Her familiars express the feeling by [[ProducePelting pelting her with magically conjured tomatoes]]. All [[CardCarryingVillain her talk about being a "devil"]] is all meant to showcase how pathetic and self-loathing she is, especially when it's seen that her familiars are being unconsciously ordered to punish and revile her for her crimes.
344* DidYouJustPunchOutCthulhu: She usurps the ''goddess of hope''. And as a mere afterthought, enslaves and {{mind rape}}s the Incubators.
345* DissonantSerenity: She's noticeably more nonchalant in her demeanour than usual, despite having usurped a goddess and brainwashed everyone she knows.
346* DivinelyAppearingDemons: Even though she calls herself a devil, she looks like an angel with black wings.
347* TheDreaded: Even when people in her fake world are incapable of knowing what she is, they still feel uneasy by her presence.
348* EvilCostumeSwitch: After ascending to an evil goddess/devil, she abandons her SailorFuku-like Magical Girl uniform for a black dress that looks like it's made of feathers.
349* EvilCounterpart: By the end of the movie, Homura becomes the universe's equivalent to the devil, as she directly opposes [[GodOfGood Ultimate Madoka]] and steals her powers.
350* EvilVirtues: Love. Homura loves Madoka so much that she will pull her down from heaven, seal away her powers, prevent her from doing her duty as the savior of magical girls and rewrite the universe with Homura herself in charge, all so Madoka can live a normal, happy life, no longer burdened by the loneliness of being a goddess and the despair of erasing herself from the memories of everyone she's ever known and loved. The problem is she completely disregards what Madoka really wants.
351* EvilWearsBlack: She's the [[SatanicArchetype Devil equivalent]] in this universe and wears a black dress.
352* ExhaustedEyeBags: Her eye bags make her look like she hasn't slept properly in weeks.
353* EyeColorChange: She gains bright purple eyes as Devil Homura, similar to how Ultimate Madoka has SupernaturalGoldEyes.
354* FallenHero: By the end of the movie, she has become one due to usurping Ultimate Madoka and altering the Law of Cycles, turning herself into the universe's equivalent of Lucifer.
355* FanDisservice: After ascending into this form, Homura's clothes change into a revealing backless dress, and she openly [[LoveMakesYouEvil proclaims her love]] for Madoka... but she's still physically and mentally [[AgeInappropriateDress fourteen years old]], and the personality change from [[NotSoStoic her usual cool, collected self]] only makes it more disturbing.
356* FatalFlaw: Clinging to the past. She puts on a stiff upper lip and remains stalwart to Madoka even after her HeroicSacrifice before the events of the film, but she ultimately never got over losing her. This reaches its logical conclusion the very second she starts to (mistakenly) think that Madoka didn't want to make that sacrifice, after which '''[[JumpedOffTheSlipperySlope everything goes wrong]]''' and Homura seizes the first attempt to undo it that she gets, cementing herself as Madoka's [[SatanicArchetype opposite]] in the process.
357* ForTheEvulz: She gives no explicit reason to wipe out the universe when Sayaka asks if she would eventually resort to such a thing; presumably it's to spite Sayaka.
358* FreudianExcuse: Going through nearly a hundred timelines where she failed to save her friend from dying/destroying the world already did a number on her sanity. The fact that [[HappyEndingOverride all of that was for naught]] was what pushed her off the deep end.
359* FromNobodyToNightmare: Homura sure went a long way, from a bedridden ill girl, to CuteClumsyGirl, to a proper MagicalGirlWarrior, to TheStoic {{Determinator}} TimeMaster, to TheChosenOne of a PhysicalGod, to SatanicArchetype DarkMessiah.
360* GodOfEvil: PlayedWith. She traps Madoka and the other magical girls in her own world. While her methods may look evil, she's doing it so everyone else can have happy lives.
361* GoodRunningEvil: Played with. She's now in control of the BlueAndOrangeMorality critters that run the Grief-harvesting scheme to keep the universe going, making it impossible for them to hurt Madoka anymore. However, now it's up to Homura to either shoulder the moral burden of this scheme for as long as she wants the universe to keep going, or try to come up with a new solution that might be even more immoral.
362* GoodWingsEvilWings: She has skeletal wings with sparse black feathers hanging off of them as part of her ascension. These wings are similar to [[http://en.wikipedia.org/wiki/Polish_hussars Polish Hussars]].
363* GothGirlsKnowMagic: She has gained a very gothic appearance and has become much more powerful magically with her ascension to an evil goddess.
364* HumanoidAbomination: "Devil" Homura looks like a teenage girl with [[WingedHumanoid elaborate black wings]], but is actually a being powerful enough to [[RealityWarper warp the universe]] according to her own rules and [[LaserGuidedAmnesia wipe human memory]].
365* {{Hypocrite}}: Homura wanted to avoid the possibility of the incubators from controlling Madoka, but when the opportunity presented itself, her method of stripping Madoka of her memories and refusal to allow an escape from a GildedCage is ultimately no different. Though, to soften the blow, she does seem aware of it considering her guilt over the situation, and her motives are much more [[ALighterShadeOfBlack altrustic than what the Incubators had in mind]].
366* IDidWhatIHadToDo: At the end of the movie she seems to feel this way about creating a GildedCage for Madoka's happiness, as well as erasing everyone else's memories of her having usurped Ultimate Madoka.
367* ImpossiblyLowNeckline: She wears a strapless, backless skin tight dress that seems like it has to be glued to her chest for it to not fall off.
368* ItsAllAboutMe: While [[BeingTorturedMakesYouEvil far from unwarranted]], Homura's actions at the end of the movie are driven by her desire to do what ''she'' thinks is right, everyone else be damned (even Madoka). This is undermined a bit by the fact that she shows more compassion than before, and that her actions are ultimately [[WellIntentionedExtremist well-intentioned]].
369* IWantMyBelovedToBeHappy: {{Deconstructed|Trope}}. A conversation with Madoka causes Homura to mistakenly believe that Madoka isn't happy being God. As a result, at the end of the movie, Homura becomes the devil to create a world where Madoka can be happy...or at least, what she ''believes'' can make Madoka happy.
370* JumpingOffTheSlipperySlope: She fully cements her status as a GodOfEvil when she erases Sayaka's memories. Sayaka tells her she'd always remember Homura as a demon for that.
371* KnightTemplar: Homura won't allow Madoka to suffer for someone else's sake - because she believed that Madoka wasn't happy as a immaterial concept. So, she rewrites reality and brainwashes all magical girls, including Madoka, to create a world where she believes Madoka will finally be happy.
372* LackOfEmpathy: Like she would care about the potential loss of life if she would actually go forward with her cold threat to destroy the universe.
373* LoveMakesYouEvil: Homura's love for Madoka ultimately drives her to essentially become the Devil, even usurping and reducing Ultimate Madoka back to a normal human life.
374* MadGod: Devil Homura doesn't seem to be all there. She can't spend two minutes without breaking out a NightmareFace ''and'' a creepy speech pattern.
375* MeaningfulName: Homura's full name can be translated as something along the lines of "the flame of dawn" which is synonymous with "light bringing" and "morning star", the literal translations of [[SatanicArchetype Lucifer's name]].
376* MirrorCharacter: The final result of her FaceHeelTurn was to trap the world in a LotusEaterMachine where everyone is happy, whether they like it or not. This is the ''modus operandi'' of Kriemhild Gretchen, Madoka's own witch.
377* NavelDeepNeckline: Her outfit has a crooked-shaped neckline that plunges down to her stomach.
378* NecessarilyEvil: She meddles with Ultimate Madoka's system, mind-wipes everyone, and effectively turns the entire universe into her witch labyrinth, but by doing so, she permanently nerfs the Incubators and creates a world where everyone is alive and happy. Even though she ostensibly did all this out of [[{{Yandere}} obsession]] with Madoka, she doesn't attempt to brainwash Madoka into being her lover, and she [[RedStringOfFate returns her red ribbons]], implying that she feels her selfish betrayal makes her undeserving of Madoka's selfless love. She also accepts that Madoka will probably regain her powers someday and become her enemy. This is because Homura doesn't want Madoka's love at all, or perhaps has even given up on earning it - she just wants her to be happy now.
379* NextTierPowerUp: During the movie, she goes straight from a veteran magical girl to a powerful witch, ''then'' the universe's GodOfEvil. After becoming Devil Homura, she breaks her old soul gem in her mouth and gets something entirely new -- a "dark orb". Which she then swallows.
380* NominalVillain: Everything Devil Homura does is motivated by her love for Madoka and desire to finally see her living the happy, normal life she deserves. The only reason why she's treated as a villain is because she didn't ask for Madoka's or anyone's consent before changing their memories and trapping them in a LotusEaterMachine.
381* NoPlaceForMeThere: The world she creates at the end is designed to make everyone else happy, [[GildedCage with or without their consent,]] but it leaves Homura herself more miserable than ever.
382* OmnicidalManiac: When Sayaka asks if she will destroy the universe, Homura replies she might do so once the Wraiths are dealt with, though it's unclear if she's honest.
383* OutsideContextProblem: Nobody saw her evolution into the Devil coming. Not even the omniscient Madoka, or even Homura herself.
384* PassionIsEvil: Love and passion seem to be at the core of what makes Homura who she is by the end of the movie. Notably, it's a selfish, single-minded passion centered on Madoka.
385* PayEvilUntoEvil: By the end of the movie, she's essentially become the universe's devil-figure and reduced the entire Incubator race, who have been thoroughly portrayed as scheming dirtbags, into her slaves.
386* PokeThePoodle: She's trying to be a CardCarryingVillain, but the cruelest things she does to the magical girls are breaking Mami's teacup and causing Kyoko to waste a couple of apples. Otherwise, she has made sure they're having happier lives in her LotusEaterMachine.
387* PowerGivesYouWings: She gains black feathery wings with her transformation into a demon.
388* ThePowerOfLove: {{Deconstructed|Trope}}. Her extreme and obsessive love for Madoka allows her to become the devil.
389-->'''Homura''': It was not even curses that soiled my Soul Gem.\
390'''Kyubey''': Then what did?\
391'''Homura''': Something that you could never understand, Incubator. It is the pinnacle of all human emotion. More passionate than hope. Far deeper than despair. ''Love.''
392* PragmaticVillainy: She doesn't particularly care for the happiness of other people, but she wants to make Madoka happy and Madoka is happy when other people are. For this reason, everyone is living an ideal life in her LotusEaterMachine.
393* PunctuatedForEmphasis: And she packs as much malicious glee into each syllable as she possibly can.
394--> '''Homura''': You're going to stay and help...''In. Cu. Ba. Tor.''
395* ReadingsAreOffTheScale: As a result of every traumatic event she has experienced in the series, combined with Kyubey sticking her Soul Gem in the Isolation Field and blocking it off from the Law of Cycles, her Soul Gem accumulates so much grief that it overloads and triggers her evolution into not a witch, but a ''demon''.
396* RealityWarper: She recreates the world and rules as its supreme power now that she has dethroned Ultimate Madoka. She is still suffering throughout because she cannot forgive herself for this act of betrayal. As such, she literally reigns over a SelfInflictedHell.
397* RedRightHand: In lieu of the fingernail marking that other Magical Girls have the post-credits scene, it's revealed that even in her '[[HumanoidAbomination human]]' form, she has the image of her old Soul Gem embedded in her hand.
398* RefusingParadise: Homura refuses to let Goddess Madoka collect her soul and take her to the Law of Cycles twice. The first time it's to deny the Incubators access to Madoka, and the second time, it's to arrange Madoka's safety and happiness on her own terms.
399* RegretfulTraitor: It's suggested her familiars won't let her forget that she completely betrayed Madoka's trust and friendship in the process of creating a perfect world. At the end of the movie, Homura looks genuinely heartbroken when she realizes she can't call herself Madoka's friend anymore and will likely become her biggest enemy in the near future.
400* SatanicArchetype: She ends up becoming essentially Lucifer in MagicalGirl form and the EvilCounterpart of Madoka, who is a MessianicArchetype. Even so, she still refuses to actively hurt anyone, and in fact works to improve everyone's lives, if only for Madoka's sake. Except Kyubey, who [[LaserGuidedKarma frankly had it coming]].
401* SatanIsGood: It's pretty clear from the jump that Devil Homura's talk about being 'evil' is pretty much empty rhetoric born from her self-loathing, and her goal is making the world (and consequently Madoka) a genuinely happier place to live. The only morally questionable thing she does is stealing Madoka's powers and locking away everyone's memories to prevent them from escaping her LotusEaterMachine.
402* SelfInflictedHell: Given the WholePlotReference, this the main reason that Homura's victory is bittersweet and she can't be truly happy with the new world she created. [[YouAreWorthHell Still, she is willing to accept it]] [[IWantMyBelovedToBeHappy as long as Madoka is happy]].
403* SensibleHeroesSkimpyVillains: Her costume reveals a great deal of skin, in contrast to the magical girls' and Goddess Madoka's modest dresses.
404* SexyBacklessOutfit: Her black dress is almost entirely backless.
405* ShadowArchetype: To Madoka. Whereas Madoka believes she should sacrifice herself for everything, Homura believes that everything should be sacrificed for Madoka.
406* TheShadowKnows: In the opening sequence, Homura's shadow shows a silhoutte of her devil form.
407* ShowgirlSkirt: She wears a black minidress with a long tail made of feathers hanging from the back of her waist.
408* SlasherSmile: She flashes one shortly before turning into a devil, and it's ''really creepy''.
409* TakeBackYourGift: At the end of the movie, Homura takes off the red hair ribbon Madoka gave her and returns it to Madoka, as the final proof that their friendship is over.
410* TotalitarianUtilitarian: Weird example. Homura just wants a world where Madoka is happy, but that pretty much means creating a world where other people are happier too.
411* TragicVillain: Homura does not take her FaceHeelTurn lightly and is shown to be constantly torn by regret for what she had to do.
412* TheUnfettered: If it's for Madoka's sake, there's no line Homura won't cross. Including stealing Madoka's goddess power, yanking her out of the Law of Cycles, turning her mortal again and wiping her memories so she can live a happy life with her family, and becoming the Devil to rule over a new universe where everything is under her complete control.
413* UtopiaJustifiesTheMeans: After seeing an endless amount of ways things can go wrong in a multitude of timelines, Homura ''is'' going to fix this twisted universe and ensure the other magical girls are safe, happy and not even remembering their original grisly fates, whether they like being trapped in a LotusEaterMachine or not.
414* VaporWear: Her backless, strapless dress sports a NavelDeepNeckline that leaves enough skin exposed for us to know she doesn't wear a bra.
415* WellIntentionedExtremist: She traps ''the entire universe'' inside a LotusEaterMachine, seals away Madoka's goddess powers, erases everyone's memories, and enslaves the incubator race. However, she also brought [[BackFromTheDead Madoka, Sayaka, and Nagisa back to life]], repaired Mami and Kyoko's emotional scars, and is allowing everyone to have happier normal lives in a world without Magical Girls, Witches, Wraiths, or Nightmares. Considering the CrapsackWorld they were all living in before, it could be argued this change isn't a bad thing at all, but how Homura achieved it is still morally questionable.
416* WrongContextMagic: Through the sheer power of her love for Madoka, Homura's Soul Gem evolves into a new form and transforms her into a being that is not a magical girl, a witch, or even a goddess: a devil. No one knew this was possible, not even her.
417* {{Yandere}}: She kidnaps and brainwashes most of the cast in an attempt to make a happy and normal life for Madoka. She even traps Madoka in the new world. However, she isn't doing it to be with Madoka forever; she's doing because of her genuine belief that Madoka was unhappy and suffering as a goddess.
418[[/folder]]
419
420[[folder:The Goddess of Hope]]
421!!Ultimate Madoka
422!!!'''Voiced by:''' Creator/AoiYuuki (Japanese), Creator/ChristineMarieCabanos (English), Creator/CarmenAmbros (Spanish)
423[[quoteright:200:https://static.tvtropes.org/pmwiki/pub/images/goddess_madoka.png]]
424[[caption-width-right:200:''"You waited for me all this time. I'm sorry it took so long, but I'm here now."'']]
425
426Madoka's true form, sealed for most of the movie to protect her from Kyubey.
427----
428* AmnesiacGod: Twice. The first time was intentional, and she entrusted her powers and memories to Sayaka and Nagisa so they could return it to her at the right time, The second time is forced by Homura Akemi, who extracts her human self from Ultimate Madoka and rewrites her memories as well as suppressing her powers. However, it is stated outright that she will regain her powers and memories when given the right trigger.
429* BigGood: She's the main and most powerful force of good in the movie.
430* BroughtDownToNormal: At the end of the movie, she returns to being a normal girl because of Homura sealing her godly powers again. However, it's hinted that she'll regain her powers when given the right trigger, or even just if enough time and exposure to the illusion passes, something Homura bitterly accepts.
431* CleavageWindow: Her dress sports a diamond-shaped cleavage cutout.
432* CreateYourOwnVillain: Homura's transformation into a GodOfEvil was partially Madoka's fault. Madoka had [[LaserGuidedAmnesia no memory of her sacrifice or why she would go through with such a thing]], a necessary move so [[MemoryGambit she could foil Kyubey's plot]]. Unfortunately, this leads her and Homura's talk in the flower field to go awry and Homura to mistakenly believe that Madoka ''didn't want'' to make her world-changing sacrifice, culminating in Homura's FaceHeelTurn.
433* DeityOfHumanOrigin: Madoka was a human girl before she made the wish that essentially turned her into the goddess of the universe. She's back in her human form for most of the movie since she had her memories and powers sealed so she could save Homura.
434* DidntSeeThatComing: Despite her [[NotSoOmniscientAfterAll apparent omnipotence]], Madoka didn't expect Homura to usurp her as the new ruler of the universe, even going as far as stripping her of her powers. It's clear that she didn't know Homura as well as she thought.
435* GodOfGood: Her duty as a Goddess is to prevent magical girls from becoming witches and to send them to the Law of Cycles for their souls to rest in peace.
436* GoodCannotComprehendEvil: Homura's betrayal at the end completely blindsided her. Justified not only because of the [[NotSoOmniscientAfterAll isolation field]], but simply because the closest thing to "evil" she's seen so far has been [[BlueAndOrangeMorality Kyubey]] or [[NotEvilJustMisunderstood someone suckered by Kyubey]] - she simply didn't know how deep Homura's obsession really ran.
437** Also because everything Homura did was motivated by a genuine belief that it was in Madoka's best interest. She thought Homura was her very best friend, [[GoneHorriblyRight and she was right]].
438* GoodWearsWhite: She's the GodOfGood and wears a white dress.
439* GuileHeroine: The Incubator's plan was to create an isolation field that would block out Madoka's omnipresence. Ultimate Madoka's response was to create an [[MemoryGambit amnesiac version of herself]] to send in, while two others (Sayaka and Nagisa) kept her memories instead, all going under the guise that they were just more illusions created by Homura's witch barrier. Kyubey is none the wiser, and together they derail his plan so hard that not only is Homura's witch transformation reversed (which ''[[BeyondTheImpossible isn't supposed to be possible]]'') and is the isolation field destroyed, but ''every single'' Incubator in the area is wiped out. Ultimate Madoka herself barely had to lift a finger.
440* MercurysWings: Her boots have wings growing from the ankles.
441* NotSoOmniscientAfterAll: It's possible to create a space where Madoka' omniscience, which relies on her omni''presence'', cannot reach magical girls; the Incubators succeed in this with their isolation field, but this example is subverted since Madoka is able to easily counter it with her MemoryGambit. What ''really'' muddles her omniscience with magical girls is a flaw in her own power, namely that she can't see their memories until they die and [[YourSoulIsMine become one with her]]. This comes into play in the finale, when she's about to take Homura's soul gem -- because Homura never died in any of the timelines, Madoka has no idea what's going through her mind. She's expecting Homura to go along with it happily. [[DidntSeeThatComing She's very, very wrong]].
442* PowerGivesYouWings: She gains a pair of angel-like wings when she reveals her true form.
443* PowerMakesYourHairGrow: Her goddess form has much longer hair than her human form.
444* ShowgirlSkirt: Her white dress has a crescent-shaped skirt that reveals her legs.
445* SupernaturalGoldEyes: She has golden eyes to show her supernatural nature as a goddess. She briefly gets them back when she almost remembers her duty until Homura forces her to forget again.
446* UnwantedRescue: Twofold; she, along with the other magical girls, saves Homura from the Incubators' isolation field, despite Homura wanting to die as a witch. Later on, Homura "saves" her from the Law of Cycles, but by doing so de-powers Madoka and creates a world where she leads a happy life, regardless of everyone else's fate.
447* YourSoulIsMine: It is stated in both ''Rebellion'' and AllThereInTheManual that magical girls and unborn witches become part of the Law of Cycles. Reading between the lines, the implication is that Madoka as the Law of Cycles is a benevolent version of this. When Madoka purifies a soul gem, she really absorbs its despair into herself. She then absorbs the actual soul gem.
448[[/folder]]
449
450[[folder:The Angels]]
451Two Magical Girls who have been taken by the Law of Cycles, only to be sent back on assignment by the Goddess of Hope, calling themselves her Private Secretaries. For their individual identities, see Sayaka Miki and Nagisa Momoe.
452----
453* BeneathNotice: The Incubators don't appear to consider Sayaka or Bebe worthy of notice, especially not compared to Madoka Kaname. Presumably they thought they were illusions created by Homulilly based on people from Homura's memories. This works to Sayaka and Nagisa's benefit, enabling them to blindside the Incubators in the final battle.
454* BigGood: Until Madoka regains her memories and powers near the end of the movie, Nagisa and Sayaka carry her power for her and subtly push events towards the most favorable outcome.
455* CoDragons: Both Sayaka and Nagisa work as Madoka's right hand ladies when tasking with holding her memories in Homura's Dream World.
456* OurAngelsAreDifferent: Sayaka and Nagisa are magical girls who used up their magic or succumbed to despair and were taken by the Law of Cycles as a result. Madoka sent them into Homulilly's labyrinth to serve as her agents where she herself could not act, making them Angels in all but name. They look just like they did in life, but have RippleEffectProofMemory and can transform into or summon their witch forms. Their weapons also call to typical tools wielded by angels, Sayaka with her sword and Nagisa with her trumpet.
457* PiecesOfGod: The Law of Cycles appears to be the combination of Madoka and all the Magical Girls she has rescued, with Sayaka and Nagisa being specific girls who are separated from the whole. Devil Homura specifically notes that she was only trying to tear out the piece of the Law of Cycles that used to be Madoka Kaname, and pulling Sayaka and Nagisa down with her was unintentional.
458* RippleEffectProofMemory: They are immune to the memory-altering effects of Homulilly's barrier, but play along to avoid drawing attention to themselves. Sayaka can even retain her memory when the universe is rewritten, though Homura can erase it with conscious effort.
459[[/folder]]
460
461[[folder:Nagisa Momoe]]
462!!Nagisa Momoe
463!!!'''Voiced by:''' Creator/KanaAsumi (Japanese), Creator/XantheHuynh (English), Maribel Pomar (Spanish)
464[[quoteright:340:https://static.tvtropes.org/pmwiki/pub/images/nagisa_momoe_magical_girl.png]]
465[[caption-width-right:340:''"Seriously? I came back 'cause I wanted to eat cheese one more time!"'']]
466
467A brand new magical girl introduced in the movie. Also the magical girl that became the witch Charlotte.
468----
469* AdvertisedExtra: Nagisa somehow manages to both be this and an AscendedExtra due to being the original magical girl form of the witch Charlotte, who only appeared in one episode of the anime. The descriptions and trailers for the film implied that she would play a major role, but in the film itself she spends most of her time as TeamPet Bebe. It should be mentioned that [[TrailersAlwaysSpoil the movie treats Nagisa's existence as a surprise]] when Bebe first transforms into Nagisa.
470* AirplaneArms: She runs with her arms open while frolicking around in Homura's new world.
471* AllThereInTheManual: The production note for the original anime says that Nagisa's backstory was that she wished to eat one last cheesecake with her terminally ill mother, and became a witch after her mother died, realizing she could've wished for her mother to be cured, though she didn't think that was possible. Since the backstory is for a prototype witch, though, it is unknown if this backstory still applies to the present Nagisa.
472* AscendedExtra: Surprisingly, she existed in the original anime as Charlotte, the witch who killed Mami only to be killed herself by Homura in the same episode. In ''Rebellion'', she comes back as a magical girl and joins the main cast.
473* BackFromTheDead: As a magical girl and the witch Charlotte, she was already dead to begin with; here she returns as part the Law of Cycles. She's also brought back for real in Devil Homura's new world, albeit with no recollection of her past just like everyone else... [[WildMassGuessing possibly]]. It's never explicitly addressed.
474* BadassAdorable: She's even cuter than the rest of the cast; yet she has a ''lot'' of strength on her side, between her powerful weapon (see InstrumentOfMurder below) and her ability to use her witch form, Charlotte, and summon hordes of her's and other witch familiars. However, how much of her strength is retained after the world rewrite is unknown.
475* BareMidriffsAreFeminine: She's very girly and her Magical Girl outfit reveals her midriff.
476* BlueAndOrangeMorality: She's friendly and genuinely likes everyone, but her values are a little odd. She joined the mission to save Homura because she'd have the chance to eat cheese again, after all, and may or may not have been happy with Devil Homura's new world. It's likely a result of her being just a child. Of course, this could be simply her joking around.
477* BreakingOldTrends: The first magical girl who doesn't wield a conventional weapon like a bow, gun, or spear. Instead, she uses a trumpet that shoots exploding bubbles.
478* BreakoutCharacter: She was included as a major character in the movie due to her witch form Charlotte's popularity with the fandom.
479* BreathWeapon: Her Bebe form allows her to exhale bubbles at an incredible rate and volume.
480* BubbleGun: Her [[InstrumentOfMurder trumpet]] shoots explosive bubbles.
481* CameBackStrong: Partially by virtue of coming back as her magical girl self. She's even stronger than usual due to gaining powers granted to her as part of the Law of Cycles--notably control over her witch form, Charlotte, and her's and other witches' familiars.
482* CanonImmigrant: Charlotte's second kind of familiar, the nurse-like Polina was seldom seen outside of the manga and several games, and was only officially named when ''Rebellion'' was released. Here, they help Mami in the fight to save Homulilly.
483* CursedWithAwesome: Her weapon, which can shoot bubbles that can crack a strong barrier, makes easily one of the most powerful members, but due to the plan to fool Kyubey, she's usually forced to keep her witch form.
484* ExpyCoexistence: Both design- and personality-wise, Nagisa heavily resembles Yuma Chitose from the ''[[Manga/PuellaMagiOrikoMagica Oriko]]'' manga spin-off of the original anime. Her magical girl outfit is almost a direct copy of the beta proposal outfit for Yuma. These heavy similarities have led some to view Nagisa as a copy or rip-off of Yuma with aspects of Charlotte mixed in.
485* ExtremeOmnivore: When she puts on her "Bebe" face, she traps several of Homulilly's Familairs in a serving dish and eats them. It's a power granted to her by being part of Law of Cycles.
486* {{Familiar}}: Once she starts fighting, she's accompanied by two of Charlotte's familiars, and as the fight goes on she's accompanied by familiars from other witches as well. This is due to her new summoning powers from the Law of Cycles. She even rides a Sebastian at one point.
487* GirlishPigtails: She's an adorable little girl with small pigtails at the sides of her head.
488* HorseOfADifferentColor: During the battle against Homulilly, Nagisa rides on a Sebastian--one of Elsa Maria's familiars.
489* InstrumentOfMurder: Her weapon is a trumpet that [[BubbleGun shoots bubbles]]. Each of said bubbles can pack quite a punch; the bubbles from one blow of the trumpet can shake and crack a strong witch's barrier.
490* IWasToldThereWouldBeCake: Apparently, she went with Madoka and Sayaka to Homura's barrier because she just wanted to eat some cheese again.
491* LittleMissBadass: She's only about 8 to 12 years old, but she's very powerful.
492* LivingEmotionalCrutch: Mami admits that Bebe is the only reason she can be so strong. She's right; Mami snaps like a twig in all other timelines.
493* MysticalWhiteHair: Her white hair highlights her mysteriousness.
494* MyGreatestFailure: The whole reason she became Charlotte in the first place was because rather than wishing for her terminally ill mother to be cured, she wished to eat cheesecake with her for a final time. However, instead of motivating her, it caused her to become a witch.
495* NiceGirl: Much like Madoka, Nagisa is a kind-hearted and friendly girl at heart.
496* NonStandardCharacterDesign: Her color scheme is much more diverse. Madoka, Homura, Sayaka, Kyoko, and Mami all have a single "trademark" color for their eyes, hair, soul gems, and magical girl costumes, which is accented with mostly-neutral colors (black, white, brown, beige, etc). Nagisa's design doesn't have a similarly predominant color, her hair is white, her eyes are yellow and orange, her costume is orange and brown, and [[http://wiki.puella-magi.net/File:634512.jpg her soul gem is a very pale purple]]. Her costume also doesn't have as many FrillsOfJustice as the other girls, who all have pleats and ruffles galore. Nagisa has a poncho and shorts/a skirt with just a little bit of fluffy accenting.
497* OnlySaneWoman: She's the only magical girl that hasn't had an emotional wreckage on-screen.
498* OurAngelsAreDifferent: Just like Sayaka, she's essentially Ultimate Madoka's secretary. Her weapon is also a trumpet, which is famously associated with angels.
499* PluckyComicRelief: More childish and amusing than the rest of the cast.
500* {{Retcon}}: Charlotte's magical girl form seen in the closing screen of the series looks quite different to Nagisa's magical girl clothing. She even has a wand instead of a trumpet.
501* RummageSaleReject: Unlike the other characters, Nagisa's magical girl outfit is a rather odd assortment of clothes: she wears a poncho, suspenders, poofy shorts/skirt, and a hat with cat ears.
502* SavedForTheSequel: She doesn't get very much screentime in the movie, despite the hype, but the creators have stated they would like to do more with her in the future. It is very likely that Nagisa will play a bigger role in any direct sequel to ''Rebellion''.
503* SixthRanger: Joins the magical girls as part of the team, minus Homura, since Homura had turned into a witch at the time.
504* StoryBreakerPower: From the story's perspective, she's reluctant to use her weapon, because combined with her witch form, the plan to fool Kyubey would fail.
505* SuperMode: She can manifest Bebe's face in her magical girl form, gaining ExtremeOmnivore powers and the ability to exhale a mindblowing volume of bubbles rapid-fire.
506* SweetTooth: Her Soul Gem, in its transformed state, resembles a smiling candy to reflect her love for desserts.
507* TechnicolorEyes: They're [[SupernaturalGoldEyes yellow on the inside]] and orange on the outside, a trait which may be a case of [[https://en.wikipedia.org/wiki/Heterochromia_iridum#Central_heterochromia Central heterochromia]], and a trait shared with the caterpillar form of her witch, Charlotte.
508* TokenMiniMoe: She's younger than the rest of the cast, and goes to elementary school.
509* TrademarkFavoriteFood: Cheese, to the point where she interrupts an emotional moment between Kyoko and Sayaka to proclaim her love for it. Notably, Mami, who she spends a lot of time with--and was her best friend and saviour from despair as Bebe--is yellow like cheese.
510* TwoAliasesOneCharacter: Nagisa is the true identity of Bebe, also known as Charlotte, the Dessert Witch.
511* VoluntaryShapeshifting:
512** When she truly lets loose, she morphs into her witch form. In that form, she's a good match, too.
513** She can also put on her Bebe face in order to gain ExtremeOmnivore powers. These powers are due to being part of the Law of Cycles.
514* WalkingSpoiler: Knowing too much about her reveals the fact that she's Charlotte's original incarnation.
515* YinYangBomb: She can swap between her Magical Girl and Witch forms at will, as well as combine their abilities.
516[[/folder]]
517
518!!Witches
519[[folder:The Witch ('''Unmarked Spoilers''')]]
520!!Homulilly
521!!!'''Voiced by:''' Creator/ChiwaSaito (Japanese), Creator/CristinaValenzuela (English), Creator/AriadnaJimenez (Spanish)
522[[quoteright:336:https://static.tvtropes.org/pmwiki/pub/images/homulilly.png]]
523[[caption-width-right:336:''"Madoka, I just want to say thank you for coming here to this god-awful place. I can't even say goodbye to you in the end. I'm sorry."'']]
524[[caption-width-right:336:[[labelnote:Click here to see her premature form]]https://static.tvtropes.org/pmwiki/pub/images/witch_homura.png[softreturn]''"You want me to betray [Madoka], but I'd rather turn into a Witch before I do, and I will never let you Incubators touch her again!"''[[/labelnote]]]]
525
526Homura's witch form and the one responsible for creating a barrier where all of Homura's acquaintances have been trapped in.
527----
528* AndIMustScream: Homulilly is essentially tortured by her IronicHell, is aware of her surroundings, and powerless to fight back the entirety of its psychological horror. Sayaka implies this was true of all witches.
529* AscendedExtra: Homulilly originally just appeared as Homura's witch form in the NonStandardGameOver in ''VideoGame/PuellaMagiMadokaMagicaPortable''. She makes her official debut in the movie.
530* AttackOfTheFiftyFootWhatever: Homulilly is nearly as big, if not bigger, than Walpurgisnacht from the original series.
531* TheBait: Kyubey sealed Homura's Soul Gem inside a cube that prevents the Law of Cycles to make it disappear before Homura becomes a witch. As a result, Homura unconsciously creates a city-sized witch barrier and Madoka has to materialize inside it to have a chance to save Homura, which is exactly what Kyubey wanted as he seeks to control the Law of Cycles through Madoka.
532* BigShutUp: She pulls a ''very scary'' one on Kyubey when the latter points out that she'll be separated from Madoka forever if she transforms into a full witch inside her Soul Gem. The effect is lost on the critter, but [[NightmareFuel not on the audience]].
533* DeathIsTheOnlyOption: After finding out Kyubey's plan to capture Madoka and use her to bring back the old system, Homura decides to become a witch and then starts moving towards a guillotine to make sure she dies.
534* DemBones: She looks like a giant skeleton with flowers growing from her broken skull and wearing a dress similar to Homura's magical girl outfit.
535* FairytaleMotifs: Homulilly is "Literature/TheNutcracker Witch", with a series of old-timey nutcracker-esque {{familiar}} soldiers.
536* FlowerMotifs: Flowers are used in Homulilly's design. First, the red spider lilies that appear from her head are a common symbol for death in Japanese media and are said to appear near graveyards. When they switch to CherryBlossoms after Madoka manages to reach her, the dual symbolism of love and death is what's important - love for Homura's and Madoka's friendship and death because they're about to destroy Kyuubey's seal and with it Homulilly's witch barrier, something that should effectively kill Homura and allow her to be taken to heaven with Madoka. They are also a symbol of separation, said to bloom when you see someone that you will never meet again, referencing Madoka departing from the mortal plane and saying goodbye to Homura when she became a goddess to save all the universe's magical girls.
537* HumanoidAbomination: Homulilly looks the most human and traditional-witch-like out of any witch in the series until her ''face slides off'', revealing her as a headless, skeletal monstrosity reminiscent of [[http://en.wikipedia.org/wiki/Calaca a Calaca doll]] with a field of red spider lilies growing out of where the top of her skull was ([[BodyHorror the space in-between is the flowers and her lower jaw is completely hollow]]). She very quickly goes from the least monstrous to the most monstrous witch we've ever seen.
538* InterruptedSuicide: Homura decides to kill herself [[HeroicSuicide to stop Kyubey's plan to capture Madoka and use her to bring back the old system]]. But Madoka and the other Magical Girls end up saving Homura.
539* LoopholeAbuse: Witches are not supposed to be able to exist in Madoka's rewritten universe, because she wished to erase all witches before they were born. Homulilly can exist inside Homura's Soul Gem, which counts as not being born yet.
540* MasterOfThreads: Her dress has a waist ribbon that acts similarly to an extra set of limbs and destroys the city around her.
541* MoreTeethThanTheOsmondFamily: Homulilly constantly rains teeth out of the flower field that occupied where her upper-head is supposed to be, almost as if crying. Worse yet, the teeth are familiars.
542* MyGodWhatHaveIDone: When Kyubey reveals he started an experiment to lure Madoka into Homura's witch barrier, Homura is ''very'' furious and horrified at realizing Kyubey got the idea from the information she gave him about the previous timelines where Madoka and witches existed.
543* MyGreatestFailure: The BlackBugRoom Homulilly is trapped in has her reliving the absolute worst moment of her life: the time she had to MercyKill Madoka with her own hands.
544* OurMonstersAreWeird: Homulilly initially looks like a giant humanoid figure, but then she loses most of her head and it just gets stranger from there. First, there's the exposed portions of the skeleton and the ribbons that turn into hands. Then there's the tears of teeth that can move around and shoot nuts, the clock hands emerge from the remains of her head, the flying shields with fanged mouths, the weird-looking birds, the Homura-soldiers that come in various sizes, and the [[DemonicDummy Clara Dolls]].
545* ResurrectionDeathLoop: Homulilly's profile states that even if she makes it to the funeral procession to be beheaded, she'll simply rise again and repeat the process over and over because death isn't enough to absolve her sins.
546* RobeAndWizardHat: Homulilly initially has a witch hat, but it quickly falls off. It's [[{{Irony}} ironic]] because the hat actually made her resemble a typical depiction of a witch.
547* SuicideByCop: She willingly becomes a witch so the incubators would not succeed in their plan of capturing Madoka, and fully expects Mami and Kyoko to finish her off.
548* TeethFlying: A variation. After the top half of her head falls off, Homulilly's teeth are seen falling from her mouth as if they were tears.
549* TomatoInTheMirror: Homura is, in fact, unknowingly Homulilly disguised as a human even to herself. In the middle of the movie, Homura realizes the witch she's been hunting is herself.
550* TragicMonster: Homulilly is Homura who now believes in her heart that Madoka did not really want to become a goddess and condemned herself to an eternity of loneliness for the sake of all magical girls. In recompense, Homulilly feels she deserves nothing less than an eternity of punishment for not keeping her promise to save her very best friend.
551-->'''Sayaka''': She might look scary, but she's the one suffering the most.
552* UnwantedRescue: While retaining enough control, Homura wanted [[SuicideByCop the other magical girls to kill her]]. Instead, they took part in saving her, which led to her [[DespairEventHorizon corrupted self]] performing a different UnwantedRescue on Ultimate Madoka.
553[[/folder]]
554
555[[folder:Oktavia von Seckendorff]]
556!!Oktavia von Seckendorff
557[[quoteright:345:https://static.tvtropes.org/pmwiki/pub/images/rebellionoktavia_3136.jpg]]
558
559Sayaka's witch form.
560----
561* CameBackStrong: Oktavia here is able to take on [[spoiler:Homulilly, a witch with the potential to be more dangerous than ''Walpurgisnacht itself'', and she is also in command of an orchestra comprised of the familiars of Gertrud, Kirsten, Elsa Maria, Gisela, Uhrmann, Izabel, and Roberta.]]
562* GuardianEntity: [[spoiler:Sayaka can summon Oktavia von Seckendorff and also an army of familiars from other witches.]]
563* HeelFaceTurn: Kinda, given she's now become [[spoiler:part of Sayaka's newfound powers after coming back from the Law of Cycles in order to help Madoka save Homura from the Incubators.]]
564* TheJuggernaut: Nothing [[spoiler:Homulilly or her familiars]] throw at Oktavia even slows her down.
565* {{Leitmotif}}: Her appearance is heralded by the sound of a flute.
566* LoopholeAbuse: Although unstated, her existence is implied to be this. [[spoiler:Madoka wished to erase all witches before they were born. Oktavia is not born, but was absorbed into the Law of Cycles along with Sayaka.]]
567* RedHerring: When Sayaka reveals that [[spoiler:she is Oktavia, it seemingly sets her up to be the BigBad of the movie. She's not]].
568* WalkingSpoiler: As always, Sayaka's witch form was a major turning point in the original series. Here, it's even harder to explain her HeelFaceTurn without mentioning [[spoiler:the Law of Cycles which made Sayaka and Charlotte's returns and newfound powers possible.]]
569* TheWorfEffect: During the fight against [[spoiler:Homulilly]], Oktavia does a lot of the heavy lifting: holding off the witch singlehandedly, tanking a storm of spears from a group of Lottes with no visible effect, and smashing a huge hole in the barrier with one strike of her spear. But when Sayaka summons Oktavia during her confrontation with [[spoiler:Devil Homura, the demon simply claps her hands and Oktavia fizzles out.]]
570[[/folder]]
571
572!!Familiars (Unmarked Spoilers)
573[[folder:General]]
574The familiars of Homulilly, whose task it is to prepare the procession for her execution.
575----
576* AlphabeticalThemeNaming: All the lesser familiars' names start with the letter L.
577* AmbiguousGender: Lotte, Liese, Lilia, and Lisa are referred to with "it" pronouns. The only exception is Luiselotte, who uses "she/her" pronouns.
578* ConservationOfNinjutsu: A massive battalion of Lottes, flocks of Lieses, and numerous Lilias are no match for five magical girls fighting together. On the other hand, the Clara Dolls (of which there are a mere fifteen) are able to plow through an army of Anthonies with ease.
579* DeliberatelyMonochrome: Like Homura's magical girl outfit, their color schemes are almost entirely black and white, save for very small details of color.
580[[/folder]]
581
582[[folder:The Clara Dolls]]
583!!The Clara Dolls
584[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/clara_dolls.png]]
585[[caption-width-right:350:''"Fort! Da! Fort! Da! Fort! Da! Fort! Da!"'']]
586
587A group of fifteen unique and powerful familiars who serve the witch who created the barrier that keeps everyone trapped.
588----
589* AnthropomorphicPersonification: They're basically representations of Homura's self-loathing. Their job is to pretend to mourn for their master at her funeral procession, while smiling and dripping CrocodileTears from their eyes.
590* CharacterCatchphrase: "Fort! Da!" repeated over and over, a reference to a story by Sigmund Freud about a boy who made a game of throwing out his toys.
591* CreepyBlueEyes: They have neon blue, perpetually open eyes.
592* CrocodileTears: Official material reveals that their duty is to play mourners for their witch in her perpetual execution parade, but their nature as {{servile snarker}}s and {{perpetual smiler}}s demonstrate that their tears are as fake as a three-dollar bill.
593* DemonicDummy: True to their collective name, they're human-sized joined dress-up dolls.
594* EliteMooks: Each one is said to be as powerful as a magical girl, making them each stronger than most witches. This is demonstrated when they [[FoeTossingCharge effortlessly plough through]] the army of Anthonies holding back the rest of Homulilly's familiars, and also when just two of them manage to beat back Sayaka into precarious situation and force Kyoko to bail her out.
595* TheGhost: The fifteenth one is Love, who is yet to arrive.
596* GratuitousGerman: They speak in German, being familiars and all, like "Fort! Da!" as mentioned above and "Gott ist tot!" (God is dead).
597* TheHeartless: Each one represents a specific flaw of Homura, and collectively embody her self-loathing. They are Pride, Pessimism, Liar, Coldheartedness, Selfishness, Slander, Blockhead, Jealousy, Laziness, Vanity, Cowardice, Stupid-Looking, Inferiority, Stubbornness, and [[LoveMakesYouEvil Love]].
598* OneManArmy: In the final battle, a few of them cut a swath of destruction through the army of Anthonies with no problem. It's stated in AllThereInTheManual notes that some of them can match the power and capability of a magical girl.
599* PerversePuppet: Their skin is the color of a corpse, they sport TonsOfTeeth displayed by their perpetual SlasherSmile, and they have extremely creepy psycho eyes. Each of them is more than a match for a magical girl.
600* ThePollyanna: According to supplementary material, Stupidity seems more optimistic than the others. She goes around telling everyone what she heard from a bird some time ago, "I heard a story about the goddess. The goddess who glows so beautifully is sure to love us."
601* ProducePelting: They chuck tomatoes at a statue of Madoka at one point, and later at Homura herself.
602* PunchClockVillain: When they're not serving their master, they act like little kids, hanging out and enjoying themselves, and they ask Kyoko for an apple while in Homura's new world.
603* ServileSnarker: They may obey the commands of their witch, but they also insult and mock her.
604* ShadowArchetype: To Homura. They stay in the background for a long time, loafing around, having fun, and just being kids in general. When it is discovered who the witch really is, the children are revealed in full detail, which probably means that Homura is finally acknowledging their existence.
605* SlasherSmile: Each one of them has a horrifying grin on their face at all times.
606* TechnicolorEyes: Their eyes consist of several distinct rings which can change color independently.
607* WidowsWeeds: They all wear different black and white mourning clothes.
608[[/folder]]
609
610[[folder:Lotte]]
611!!Lotte
612[[quoteright:249:https://static.tvtropes.org/pmwiki/pub/images/screen_shot_2023_01_13_at_12912_am.png]]
613
614* AstonishinglyAppropriateAppearance: Lotte is a nutcracker soldier, with poofy hair that resembles a bearskin cap.
615* BraidsOfAction: It's a bit difficult to see, but Lotte sports Homura's twin braids from back when Homura was a BespectacledCutie.
616* DeliberatelyMonochrome: Its coloring is almost all black and white, aside from its red glasses and the red ribbon that goes across its chest, which seems to be representative of Madoka's red hair ribbon.
617* GiantMook: In addition to the human-sized Lottes, there are also gigantic Brocken-types.
618* RuleOfSymbolism: Lotte looks and behaves like a strict soldier, fitting Homura's no-nonsense personality and dedication to her duty as a magical girl.
619* SelfHarm: Lotte's duty is to punish the witch who spawned it. In other words, Homulilly is using her familiars to harm herself for her perceived failures.
620* TragicKeepsake: It wears Madoka's red ribbon around its chest like a bandolier.
621[[/folder]]
622
623[[folder:Luiselotte]]
624!!Luiselotte
625[[quoteright:246:https://static.tvtropes.org/pmwiki/pub/images/screen_shot_2023_01_13_at_13013_am.png]]
626* BraidsOfAction: She sports two long braids, similar to the ones Homura wore when she was still a shy transfer student.
627* HorseOfADifferentColor: She rides a walking, decaying tooth that resembles a Lilia with horse's legs.
628* HunterOfMonsters: Her job is to hunt down and kill the Incubators with her spear.
629* RuleOfSymbolism: Luiselotte helps the other familiars eliminate anyone who interrupts Homulilly's funeral procession. Homura does not want the other magical girls to save her, and only wants to be punished for her sins and failures--her biggest "failure" being, in her mind, letting Madoka make her wish to save all magical girls because it erased her from existence and from the minds of everyone she ever knew and loved.
630* SinisterSilhouettes: She looks like a silhouette of Homura's pre-magical girl self.
631[[/folder]]
632
633[[folder:Liese]]
634!!Liese
635[[quoteright:248:https://static.tvtropes.org/pmwiki/pub/images/screen_shot_2023_01_13_at_42031_am.png]]
636* BearerOfBadNews: Its purpose is to bear bad news and announce the beginning of the witch's funeral procession.
637* ExoticEyeDesigns: Its pupils are diamond-shaped, the same as Homura's Soul Gem. It also appears to have a tear dripping from its eye.
638* CreepyCrows: It resembles a crow or raven. Appropriately enough, crows were historically believed to be bad omens or ill luck.
639* GiantMook: In addition to the bird-sized Lieses, there are also gigantic Brocken-types. One nearly eats Sayaka before getting imploded by Kyoko.
640* LivingToys: Subtly. It is referred to as a stuffed bird, and looking closely at its portrait reveals that it has stitches on its forehead and its beak; it also has what appears to be three sewing pins stuck into its head.
641* MeaningfulName: "Liese" means "God is my oath," possibly referring to Homura's promise to never forget Madoka even after she became a god.
642* RuleOfSymbolism:
643** Liese is the bearer of bad news. In the original time loop, Homura was the one who impressed upon Madoka and Sayaka that becoming a magical girl would only lead to death and despair.
644** It being blinded by its headgear and ramming into things may be symbolic of Homura developing tunnel vision, single-mindedly focusing on saving Madoka at the expense of everything else.
645* WatchOutForThatTree: Because of the headgear that impairs its vision, it tends to ram into moving objects.
646[[/folder]]
647
648[[folder:Lilia]]
649!!Lilia
650[[quoteright:247:https://static.tvtropes.org/pmwiki/pub/images/screen_shot_2023_01_13_at_42107_am.png]]
651* TheBrute: Based on its description, it seems to function as the primary muscle of Homulilly's familiars. While Lotte organizes the funeral procession, Luiselotte gets rid of the white rats, and Liese delivers bad news, Lilia chews up and spits out any intruders or simply blasts them with its nut cannon.
652* EdibleAmmunition: It can shoot hard nuts from its mouth.
653* EyelessFace: No eyes (or nose), just a mouth with strong teeth to chew up and crush unwanted substances and spit out nuts like cannonballs.
654* MeaningfulName: "Lilia" means "innocence and purity," which is what Homura admires about Madoka.
655* RuleOfSymbolism: Taken altogether, Lilia seems to be a vastly oversimplified personification of Homura as a hardened warrior protecting herself from emotional anguish.
656** It destroys any intruders with either its teeth or its nut cannons, just as Homura mows down every witch in her path without hesitation.
657** It is covered in diamond-hard enamel that could be taken to represent either Homura's hard-headed determination or the emotional wall she built around herself to no longer suffer the pain of seeing her friends die in every time loop.
658** Dreaming about your teeth falling out is believed to represent anxiety and stress. Something Homura, unfortunately, has no shortage of.
659* SignatureHeadgear: It wears a black fur hat, traditional of the ones worn by nutcracker dolls.
660* StoneWall: It is said that its vaunted enamel has a hardness of 10 on the Mohs scale.
661[[/folder]]
662
663[[folder:Lisa]]
664!!Lisa
665[[quoteright:247:https://static.tvtropes.org/pmwiki/pub/images/screen_shot_2023_01_13_at_42153_am.png]]
666* CallBack: The way it sets the stage for everything to happen seems to recall Walpurgisnacht, the stage-constructing witch.
667* DreadZeppelin: It resembles a huge black blimp with a red sail.
668* FakeMemories: Its role is to rewrite the memories of the humans brought into the false Mitakihara City.
669* RuleOfSymbolism: Lisa's ability to create FakeMemories of a happy world seems to be a perversion of Homura's vow to fight for the world that Madoka wanted to protect.
670[[/folder]]
671
672!!Others
673[[folder:Hitomi Shizuki]]
674!!Hitomi Shizuki
675!!!Voiced by: Creator/RyokoShintani (Japanese), Creator/ShelbyLindley (English), Nina Romero (Spanish)
676[[quoteright:240:https://static.tvtropes.org/pmwiki/pub/images/hitomishizuki.png]]
677[[caption-width-right:240:''"Oh, I've had it! I don't need Sundays anymore! I wish his stupid recital would disappear! If I had my way, it would all just..."'']]
678
679Madoka's and Sayaka's friend from school, and Kyosuke's girlfriend. She makes a brief appearance in the beginning sequences of the movie, where she temporarily becomes a Nightmare, before being calmed down by the Puella Magi Holy Quintet.
680----
681* FaceMonsterTurn: Becomes a Nightmare due to frustration over Kyosuke being too busy to spend time with her. She is calmed down by the Puella Magi Holy Quintet, especially Sayaka.
682* {{Foreshadowing}}: Her inability to be with the one she loves causing her [[FaceMonsterTurn to turn into a literal monster]] [[spoiler:hints to Homura's story arc]].
683* IKnowYouAreInThereSomewhereFight: The magical girls soothe the Nightmare possessing her with one of Kyosuke's melodies
684* LonelyRichKid: Implied to be, as she's not seen with any of the Puella Magi Holy Quintet, and Kyosuke is usually too busy to spend time with her.
685* LoveHurts: Her boyfriend prefers to play violin over going on dates with her, causing her a lot of angst and frustration that makes her vulnerable to the Nightmares.
686* TechnicolorEyes: She gains green and yellow eyes in her partially-restored state after becoming a Nightmare.
687* VisualPun: Her partially-restored-from-Nightmare state. She's a ''[[{{Moe}} moeblob]]''.
688[[/folder]]
689
690[[folder:Nightmares]]
691!!Nightmares
692[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/nightmare_rebellion.png]]
693
694The new enemies of the movie, instead of the witches and wraiths. From what's seen in the movie, they appear to be monsters created by people having "nightmares", and transforming. Only two are seen and fought in the movie: the second one famous for being defeated by the ever-so-well-known ''Cake Song''!
695----
696* TheHeartless: They're basically manifestations of a person's negative emotions, which then proceed to possess their body and go on a rampage.
697* LotusEaterMachine: These abominations come from one. Specifically, [[spoiler:[[TomatoInTheMirror Homura]]'s witch barrier.]]
698* PerversePuppet: The Nightmares look like dolls. Each one also comes with a pair of disembodied blue hands that move with the Nightmare they belong to and it's almost as if the hands are in control of their Nightmare's motions. [[spoiler:This hints that the Nightmares are symbolically puppets; false foes created by Homura's subconscious.]]
699* RedHerring: They're not the true villains of the movie, despite the hype.
700* SuperCuteSuperpowers: The teddy bears and pillows they fire as projectiles can smash buildings, but they're still ''teddy bears and pillows''.
701[[/folder]]

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