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Characters / Puella Magi Madoka Magica the Movie: Rebellion

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This page is only for Rebellion. Tropes present only in the anime go here. Note that many of the examples listed on the anime character page also apply to the characters here.


Beware of major spoilers!note 

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Main Characters

    Homura Akemi 

Homura Akemi
Click here  to see her witch dress SPOILERS
Click here  to see her witch form JUST AS SPOILERY
Click here  to see her demon form SPOILERGEDDON

Voiced by: Chiwa Saito (Japanese), Cristina Valenzuela (English), Ariadna Jiménez (Spanish)

At the end of the anime, Homura was last seen fighting off wraiths with her new powers. At the beginning of the movie, she's returned to her glasses-wearing persona and is once again a transfer student at Madoka's school. She joins the other magical girls but soon begins questioning the nature of the world she is in, returning to her stoic badass persona and serving as the main character of the movie.

Note: As you can see, there are numerous massive spoilers related to Homura, so watch your step if you haven't seen the movie yet.

  • Action Girl: Played for drama, as is standard for the franchise. All the typical badass traits that made her an effective and popular character in the original series are pulled apart and often shown to be very bad things; Devoted to Madoka's safety = Incredibly selfish. Always works alone = Trusts no one, even when they are right, even down to attempted murder. Determined to fulfill her goal = At a complete loss when she can no longer fulfill it. Her dedication to Madoka's memory gave Kyubey and co. the idea for their scheme in the first place.
  • A Day in the Limelight: She was already an extremely important character, but the movie comes pretty close to being "Puella Magi Homura Magica".
  • Above Good and Evil: She tries to convince herself that all she does to Madoka, she does out of love. But it's suggested her familiars won't let her forget that she completely betrayed Madoka's trust and friendship in the process.
  • Absolute Cleavage: Her outfit as Akuma Homura is very low cut.
  • Always Save the Girl: 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 Gilded Cage to keep Madoka as her prisoner.
  • Ambiguously Evil: Exactly how evil Akuma Homura is depends on the viewer's value system: on one hand, her world is portrayed as better since Madoka, Sayaka, and Nagisa are alive. On the other hand... well, let's just say she created said world without anyone's consent. There's also the part where she tells 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 Card-Carrying Villain and simply acts the part, because the only people who are explicitly suffering in her new world are Kyubey (who's pretty hard to pity) and Homura herself.
    • Is she really to blame for her actions as Akuma Homura? Or did she do it because she had turned into a witch, an experience which annihilates one's sense of morality? This begs the question of whether it was her fault for remaking the world and becoming a demon, or is it the Incubators' fault for cutting her off from the Law of Cycles to make her into a witch? Word of Saint Paul however has stated that the blame should be solely placed on the Incubators, see Being Tortured Makes You Evil below.
  • And I Must Scream: As Homulilly she is essentially tortured by her Ironic Hell, is aware of her surroundings, and powerless to fight back the entirety of its psychological horror. Sayaka implies this was true of all witches.
  • And Then What?: 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. This plays into the theme of Homulilly, the Nutcracker Witch, who is physically unable to crack nuts anymore (hence her face sliding off) and, deprived of her purpose, can do nothing but await her self-ordered execution. Even after everything is said and done 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 she's become evil.
  • Animal Motifs: Lizards are repeatedly used to represent Homura throughout the movie. She even wears an lizard-shaped earring at the end of the film.
  • Anti-Hero: She's still willing to resort to underhanded techniques and (regretfully) injure others to find out the mystery of the Mitakihara witch barrier.
  • Anti-Villain: By the end of the movie, she has become a God of Evil, but at least creates a world where everyone is happy, even if she has to kidnap Madoka and shove her in a Gilded Cage to do it.
  • Ascended Extra: Homulilly, her witch form from the Non-Standard Game Over in Puella Magi Madoka Magica Portable, makes her official debut on the big screen here.
  • Attack of the 50-Foot Whatever: As Homulilly, her Witch form. It's nearly as big, if not bigger, than Walpurgisnacht from the original series.
  • Badass in Distress: As revealed near the end of the movie at some point the Incubators captured Homura's dying body and placed her soul gem inside an isolation field in order to create a type of witches barrier. The entire rest of the movie is Madoka and the other Magical Girls attempting to rescue Homura from said field and destroy the Incubators plans. It works ... for better or worse.
  • Ballet: Seems to have an overarching motif of "Ballet" through the movie. Not only is it part of her transformation sequence, but Homulily is "The Nutcracker Witch", with a series of old-timey nutcracker-esque familiar soldiers. She also indulges in a bit of ballet-esque dancing at the end.
  • Being Evil Sucks: She completely hates herself for imprisoning Madoka in her perfect world, and believes that she will no longer have her trust once she breaks out of it.
  • Being Good Sucks: She's convinced that you can't be happy by sacrificing yourself for others' sake and putting others before yourself is foolishness. This is the reason she believes Madoka isn't happy as a god.
  • Being Tortured Makes You Evil: An explanation for her actions at the end of the movie. The psychological terror she endured over the course of the series has finally reached its tipping point, and by the end of the picture she more or less decides that it's better to reign in Hell than to serve in Heaven. 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.
    • Word of Saint Paul implies that this may be partially involved, more specifically what the Incubators did to her in the film. Combined with the Madogatari trailer, we get "Sincere good intentions + tortured to insanity = Akuma Homura".
  • Big Bad: 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.
  • Big "SHUT UP!": Pulls a very scary one on Kyubey. The effect is lost on the critter, but not on the audience.
  • Bishoujo Line: From Homulilly to Akuma Homura.
  • Boss Warning Siren: In a similar manner to Walpurgisnacht, Homulilly has her own countdown.
  • Break the Cutie: Turns out she wasn't dealing with the trauma from all those time loops that well after all. The events of this movie happened when she finally snapped.
  • Broken Ace: The series showed it proper enough with her clear trauma over repeating time over and over again, but the movie cemented her transition from brooding, hurting Byronic Heroine to The Mentally Disturbed.
  • Broken Masquerade: Homura resolved to find who trapped everyone in an imitation of real life with fake memories. She even insisted on doing it by herself, because she was concerned that others would be Killed to Uphold the Masquerade. She later finds out the truth, and she isn't happy about it.
  • Broken Smile: During The Stinger, as she she's implied to throw herself from a cliff. Make of that what you will.
  • Byronic Heroine: Possibly more so than in the original anime. She is taking the role of Lucifer, after all.
  • Card-Carrying Villain: Claims that she is evil and a demon as she first ascends and seizes Madoka and Kyubey, then spends much of the remaining screentime in her usurped universe, tormenting Kyouko and Mami from the shadows, threatening Sayaka and Madoka when they show they still remember the old way and desire to go back to it, and cheerily abusing Kyubey to his absolute limits of endurance. This is all meant to showcase how pathetic and self-loathing she is, especially when it's seen that her familiars are still around and are being unconsciously ordered to punish and revile her for her crimes.
  • Catch-Phrase: Kind of. At several points in the movie, Homura claims that no-one can understand her, or that she doesn't expect anyone to understand her.
    • "Whatever sins I must bear" is used a few times and in the anime.
  • Cessation of Existence: Almost. Once Homura realizes Kyubey's plans for her and Madoka she deliberately allows herself to transform into a witch. Kyubey expresses shock at this since, being trapped inside her isolation field, she would be completely cut off from the Law of Cycles and, if she dies, her entire existence would be stuck there with no way for Madoka to save her. However, Madoka and the other Magical Girls stop that from happening.
  • Clasp Your Hands If You Deceive: Yes, Akuma Homura does a Gendo pose at one point.
  • Combat Pragmatist: She tries to catch Mami Tomoe off guard by faking a suicide. Too bad her opponent one-ups her by faking her entire presence in the fight by creating a decoy to fight for her.
  • Control Freak: 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 Laser-Guided Amnesia.
  • Cool Mask: As Homulilly. It quickly falls off, only to reveal that there's nothing on the top of her head, except for a field of red spider lilies.
  • Covers Always Lie: Almost all the official art of Akuma Homura portrays her in a sexual or seductive light, or indicated that she's seducing Madoka; the skimpiness of her costume doesn't help matters. In the actual movie, however, her actions, while definitely morally dubious, aren't really sexual in any way. Obsessive, creepy, and quite possibly romantic, as she does use the word 'love', but still not sexual. Although it's worth noting that in the original take for Akuma Homura's scene's post stealing Madoka's powers she speaks in a childish, baby like way, to Kyubey, Sayaka and Madoka which can sound fairly flirty at times (as can be shown here spoilers for the last 15 minutes for the movie). It definitely falls into Uncanny Valley territory considering how Homura usually acts) which may have been why it was cut.
  • Dark Magical Girl: Homura was always steeped in this trope but by the end of the movie she becomes a dark magical girl devil to oppose Madoka's magical girl goddess.
  • Dark Messiah: Becomes one by the movie's end as Akuma Homura. While Madoka makes the world better out of selfless love for everyone, Homura makes the world better so that it can be a Gilded Cage for Madoka. Familiarity with Buddhism would explain why this might be a very bad thing.
  • Darth Vader Clone: Gen Urobuchi compared Homura's character in this film to Anakin's in the Star Wars prequels, namely his fall to the Dark Side and rebirth as Darth Vader. Sure enough, she turns to evil in order to protect the person she loves, selfishly puts the universe under chains in her efforts to do so, and completes her Face–Heel Turn with an Evil Costume Switch to a black outfit, complete with all the pain the archetype entails.
  • Death Is the Only Option: 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.
  • Death Seeker: Just look at her runes during transformation sequence. Or at her witch card. Or at her barrier theme. Or at her familiars' "duties"... Before the tomato throwing scene, there's a moment where the familiars jump off a ledge. Shoes are scattered around the ledge, and the familiars are not wearing shoes themselves. The significance of this? In Japan it's common for people to remove their shoes before committing suicide.note  Homura might be acting like a devil, but if her familiars are any indication she secretly wants to die.
  • Demon of Human Origin: She becomes this at the end of the movie where she becomes the Devil itself and usurps Madoka's position as the ruler of the universe.
  • The Devil Is a Loser: Despite having ascended to the nearest equivalent of the Devil in this universe, this is how Homura truly feels about herself in the end. Her familiars express the feeling by pelting her with magically conjured tomatoes.
  • Did You Just Punch Out Cthulhu?: Did you just usurp the goddess of hope? And, as a mere afterthought, enslave and Mind Rape the Incubators?
  • Died Happily Ever After: It's ultimately defied. She refuses to, after realizing the Incubators might eventually get in the way of the 'ever after' part.
  • Discard and Draw: Homura has regained her Time Stands Still powers. Mostly because it's all in her head.
  • Driven to Suicide: In The Stinger, she appears to toss herself off a cliff. This probably doesn't kill her, being a Reality Warper and all, so it's probably symbolic of... something.
  • 11th-Hour Superpower: In a horrific twist on the "magical girl creates a happy ending at the last minute by using The Power of Love" plot, Homura uses the power of her love for Madoka to become a demon and create her own happy ending... To go into detail, Homura's transformation revolves around the nature of the Law of Cycles. It is both an actual "law" of the universe, and an actual entity. The law prevents her soul gem from being filled with grief... but in the vacuum, there's now room for it to be corrupted by something else. As she is no longer a witch, Madoka the entity is powerless against her - and her original wish from the show is what may have let her interfere with the Law of Cycles - since Homura cannot protect a concept, her wish pulls to turn Madoka back into a protectable form, while Madoka's wish pulls her back into a concept. Therefore, split.
  • Entitled to Have You: A weird variant. Homura doesn't think she's entitled to have Madoka... but she does think she's entitled to do anything to make Madoka happy. This whole thing was kickstarted due to Homura believing that Madoka was suffering. Just like in the series, Homura won't allow Madoka to suffer for someone else's sake - because she believed that Madoka wasn't happy as a immaterial concept.
  • Evil Costume Switch: As Homulilly, then Akuma Homura.
  • Evil Counterpart: By the end of the movie, she becomes one to Ultimate Madoka, making her the universe's devil in the process.
  • Exhausted Eye Bags: More and more with each change. As Akuma Homura it looks like she hasn't slept properly in weeks.
  • Expy: The Whole Plot Reference gives her the role of Lucifer from Paradise Lost. Or maybe Mara from Buddhism.
  • The Extremist Was Right: While the morality of Akuma Homura's actions is debatable, if she didn't usurp Madoka, then it's possible that the Incubators could still have tried their isolation field trick on a different test subject, and this time they would have known what to expect. Eventually, they might have stripped Madoka of her powers themselves if Homura didn't intervene first.
  • Eye Color Change: She gains Purple Eyes as Akuma Homura, similar to how Ultimate Madoka has Supernatural Gold Eyes.
  • Face–Heel Turn: This film isn't called Rebellion for nothing. Specifically, Homura's love for Madoka and her willingness to protect her at all costs from the Incubators lead her straight to becoming a God of Evil.
  • Fake Memories:
    • She gives everyone who is named in her Mental World a fake backstory, including to herself. This also applies for her Mental World as Akuma Homura, even overwriting Sayaka's witch memory and reversing her and Madoka's New Transfer Student roles in the ending.
    • In the flower field she tells Madoka that since she was the only one who remembered the events of the anime, she began wondering if she hadn't just made it up in her own head.
  • Fallen Hero: By the end of the movie, she has become one due to usurping Ultimate Madoka and altering the Law of Cycles, turning herself into the universe's equivalent of Lucifer.
  • Fatal Flaw: As in the anime, Homura is still a selfish pessimist who is thoroughly convinced that Being Good Sucks. Her stalwart loyalty to Madoka keeps her going, but she just never really understood the benefits of her Heroic Sacrifice. Reaches its logical conclusion the very second she starts to (mistakenly) think that Madoka didn't want to make that sacrifice, after which everything goes wrong and Homura seizes the first attempt to undo it that she gets, cementing herself as Madoka's opposite in the process.
    • It's also heavily implied that her insistence on working alone and her refusal to accept any help is her Fatal Flaw. Her witch is even stated to have a "self-sufficient" nature, and the nature of witches often reflects the Fatal Flaw they had as magical girls. In the movie, Homura's unwillingness to accept help from the other girls is portrayed as a bad thing, especially when you consider the ending. If Homura would've had things her way, she would have ended up 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.
  • Flower Motifs: These are used in Homulilly's design. First, the 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 Cherry Blossoms 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.
  • Freudian Excuse: 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 all of that was for naught was what pushed her off the deep end.
  • From Nobody to Nightmare: Homura sure went a long way, from a bedridden Ill Girl, to Cute Clumsy Girl, to a proper Magical Girl Warrior, to The Stoic Determinator Time Master, to The Chosen One of a Physical God, to Satanic Archetype Dark Messiah.
  • The Glasses Come Off: When she starts getting serious.
  • God of Evil: In the Buddhist sense, Akuma Homura. She traps Madoka and the other magical girls in her own they can all live happy lives.
  • Good Running Evil: Played with. You're now in control of the Blue and Orange Morality critters that run the Grief-harvesting scheme to keep the universe going. They can't hurt your best friend anymore. However, now it's up to you to either shoulder the moral burden of this scheme for as long as you want the universe to keep going, or try to come up with a new solution that might be even more immoral.
  • Good Wings, Evil Wings: Skeletal ones with sparse black feathers hanging off of them as part of her ascension into Akuma Homura. These wings are similar to Polish Hussars.
  • Goth Girls Know Magic: Her ascension to Homulilly and Akuma Homura have her gain very gothic appearances and she becomes much more powerful magically. Hell, as Akuma Homura she's a God of Evil.
  • Heel Realization: Homura may rule over her own world, but it's still a Self-Inflicted Hell for her because she won't ever forgive herself the betrayal that she had to commit. In accordance with her thoughts, even her own familiars throw tomatoes at her! And 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.
  • Heroic Sacrifice: Attempted. In order to thwart the Incubators' plans to observe (and eventually gain control over) Ultimate Madoka, Homura speeds up her transformation into a witch and decides she'd rather be destroyed as one for the sake of protecting Madoka. She does not succeed, however, thanks to the combined efforts of the other five magical girls trapped in her witch barrier.
  • The Heroine: The main character of the movie, unlike in the series where Madoka was the main character and shared the title of The Heroine with Homura.
  • 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 Gilded Cage 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 altrustic than what the Incubators had in mind.
  • Humanoid Abomination: Homura is, in fact, unknowingly Homulily disguised as a human even to herself. Even then, her true form 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 a Calaca doll with a field of red spider lilies growing out of where the top of her skull was (yes, 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. In sharp contrast, Akuma Homura averts this, instead crossing the Bishōnen Line.
  • I Did What I Had to Do: At the end of the movie she seems to feel this way about creating a Gilded Cage for Madoka's happiness, as well as erasing everyone else's memories of her having usurped Ultimate Madoka.
  • I Have This Friend...: A variation. In the flower field Homura tells Madoka about what happened to her at the end of the anime, but she calls it a dream she had.
  • I Have You Now, My Pretty: Pulls a fast one on Ultimate Madoka, much to the horror of everyone, including the viewers. To explain, let's take a look to what she does in the ending: capture Ultimate Madoka, separate the original Madoka from the Law of the Cycle, imprison her, alter her memories, sever her off from her previous friendships, and turn her into a new transfer student and her shyer pre-series self.
  • I Just Want to Have Friends: The reveal of the Fake Mitakihara as an idealized world created by Homura's subconscious gives a bevy of insight into her psyche, notably that rather than having a world where she has Madoka all to herself, she fabricates one where she's friends with all four of the other girls. It was hinted with her obsession with Madoka being due to the latter being the first person who was really kind to her, but the nature of Homura's idealized world brings into stark focus the fact that she is at her core a horribly lonely girl desperate for affection.
  • I Let Gwen Stacy Die: After an Amnesiac God Madoka tells Homura that she would never want to sacrifice herself the way she did in the anime, Homura begins to honestly believe that she should have stopped Madoka's Abstract Apotheosis.
  • Immortality Hurts: 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.
  • Indy Ploy: It's hinted her plan to bring down Ultimate Madoka was this. It was Kyubey who told Homura that if Madoka could be observed she could be interfered with, and it's extremely unlikely she had any way of knowing Madoka could be broken from her goddess self. Her actions can be read as "Hold onto Madoka and no matter what happens, don't let go".
  • Interrupted Suicide: Homura decides to kill herself 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.
  • I Want My Beloved to Be Happy: This is Homura's ultimate motivation. A conversation with Madoka causes Homura to mistakenly believe that Madoka isn't happy being God. So at the end of the movie Homura becomes the devil to create a world where Madoka can be happy...or at least, what she believes can make Madoka happy.
  • I Work Alone: After she begins to discover the truth of the world with Kyoko, Homura tells Kyoko to let her handle everything by herself. In fact, Homura's refusal to accept help is a theme of the movie. Kyoko was willing to help Homura, but she brushes her off. Mami is willing to talk rather than fight, but Homura isn't interested in explaining herself and she didn't trust Mami to handle the truth. Sayaka actually rescues Homura from Mami and tries to tell her what's really going on, but Homura isn't willing to listen. Even Bebe tries to help Homura - she exclaims "Kyubey" when Homura interrogates her - but Homura isn't paying attention. Finally when Kyubey asks Homura to call for Madoka's help, Homura refuses and becomes a witch. In fact, the only time Homura accepts help is when Madoka offers to listen to her problems...and the resulting conversation is what motivates Homura's Face–Heel Turn as she decides to take matters into her own hands. In other words, Homura's insistence on working alone is presented as a character flaw; even her witch has the nature of self-sufficiency.
  • It's All About Me: While 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 well-intentioned.
  • Jerk with a Heart of Gold: 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 Awful Truth to Mami, and even after their big fight she can't even bear to watch the impact of a non-fatal shot to Mami's leg. 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.
  • Jumping Off the Slippery Slope: She fully cements her status as a God of Evil with her erase of Sayaka's memories. Sayaka tells her she'd always remember Homura as a demon for that.
  • Laser-Guided Amnesia: She begins questioning her world when she starts to remember the anime's events.
  • Late-Arrival Spoiler: If magazine covers are any indication. Obviously, please, don't click on the link if you don't want spoilers.
  • Lost Aesop: In the original series this was "If it ain't broke, don't fix it." In this movie it's subverted when Homura gets exactly what she wants. Whether or not she can control her new universe in her fractured mental state is questionable.
  • Louis Cypher: See Meaningful Name, below. She even has a rivalry with an 'angel' named "Miki"!
  • Love Makes You Evil: Homura's love for Madoka ultimately drives her to essentially become the Devil, even usurping and reducing Ultimate Madoka back to a normal human life.
  • Mad God: Devil Homura doesn't seem to be very... all there. She can't spend two minutes without breaking out a Nightmare Face and a creepy speech pattern.
  • Meaningful Name: As in the anime, Homura's first name can be translated as "flame". However, the name can also refer to metaphorical flames, such as passion or ambition. It's appropriate for an analogue of Paradise Lost's Lucifer. In fact, Homura's full name can be translated as something along the lines of "the flame of dawn" which is synonymous with "light bringing" and "morning star", the literal translations of Lucifer's name.
  • Meganekko: Once again present in her timid appearance, but she ditches her glasses once she starts to notice something's wrong in Mitakihara City.
  • More Teeth than the Osmond Family: 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.
  • My God, What Have I Done?: After taking away Madoka's powers and erasing everyone's memories, it's a wonder Homura can even breathe with all the guilt and self-loathing she's swimming in.
  • Necessarily Evil: She meddles with Ultimate Madoka's system, mind-wipes everyone, and effectively turns the entire universe into her witch labyrinth; but by doing so she permanently nerfs the Incubators and creates a world where everyone is alive and happy. Even though she ostensibly did all this out of obsession with Madoka, she doesn't attempt to brainwash Madoka into being her lover, and she returns her red ribbons, implying that she feels her selfish betrayal makes her undeserving of Madoka's selfless love. She also accepts that Madoka will probably regain her powers someday and become her enemy. This is because Homura doesn't want Madoka's love at all, or perhaps has even given up on earning it - she just wants her to be happy now.
  • New Transfer Student: She first appears in the movie similarly to her original timeline from the series' climax. She switches roles with Madoka at the movie's end, instead showing a powerless Madoka the way around the school.
  • Next Tier Power-Up: During the movie, she goes straight from a veteran magical girl to a powerful witch, then the universe's God of Evil. After becoming Akuma Homura, she breaks her old soul gem in her mouth and gets something entirely new — a "dark orb". Which she then swallows.
  • Nice Hat: Gains a top hat as the witch Homulilly, but it quickly falls off. It's ironic because the hat actually made her resemble a typical depiction of a witch, and brilliant because it's a reminder that witches in this series are not even remotely like the typical depictions.
  • Nice Job Breaking It, Hero!: It was highly implied that, had Homura not told the Incubators about the Law of Cycles and how the witch system worked in the previous world, they would not have attempted to carry out the experiment to test her theory, and the events of the movie would not have happened.
  • Opera Gloves: Sports black ones as part of her new God of Evil attire.
  • Our Monsters Are Weird: Her witch form, Homulilly, is probably more full of sheer WTF than any other witch seen previously. She initially looks like a giant humanoid figure... but then she loses most of her head and it just gets stranger from there. First there's the exposed portions of the skeleton and the ribbons that turn into hands. Then there's the tears of teeth that can move around and shoot nuts, the clock hands emerge from the remains of her head, the flying shields with fanged mouths, the weird-looking birds, the Homura-soldiers that come in various sizes, and the Clara Dolls.
  • Passion Is Evil: 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, singleminded passion centered on Madoka.
  • Pay Evil unto Evil: By the end of the movie, she's essentially become the universe's devil-figure and reduced the entire Incubator race, who have been thoroughly portrayed as scheming dirtbags, into her slaves.
  • Pet the Dog:
    • During her epic battle with Mami, she gets an opportunity to shoot her soul gem and kill her instantly, but she decides to shoot her in the leg instead. Good thing, too, because the vulnerable Mami was an elaborate copy made of ribbons, and the real Mami probably would have killed Homura if she had tried to murder the fake.
    • It's also clear in the ending that for all her bluster about "becoming an existence known as 'evil'", she still cares about Madoka's friends enough to let them live on in her new world, even when one of them (Sayaka) is fully aware of what she is and what she's done... even if she wipes her memories first.
  • Pimped-Out Dress: Dresses up in black Elegant Gothic Lolita-style robes when turning into her witch form, Homulilly.
  • Poke the Poodle: She's trying to be a Card-Carrying Villain as Akuma Homura, but bless her heart, she just doesn't have it in her: she breaks Mami's teacup and causes Kyoko to waste a couple of apples... although she might have been denying her desire to be Kyoko's friend.
  • Power Gives You Wings: Gains black feathery ones as Akuma Homura.
  • The Power of Love: Once again, her love for Madoka drives the movie's plot. This time, it's what allows her to become the devil.
  • Pragmatic Villainy: Arguably the reason Akuma Homura constructs a better world. She doesn't particularly care for the happiness of other people, but she wants to make Madoka happy... and Madoka is happy when other people are. Might also be the reason she doesn't just erase Sayaka, Mami and Kyoko from existence and instead gives them better lives.
  • Protagonist Journey to Villain: Realizing that a great evil must be stopped from manipulating Madoka's ideal universe for its own gain, she becomes an even more powerful antagonist willing to cross a Moral Event Horizon to not let this happen ever again, making the whole series this in hindsight.
  • Reality Warper: As Akuma Homura, she recreates the world and rules as its supreme power now that she has dethroned Ultimate Madoka. She is still suffering throughout because she cannot forgive herself for this act of betrayal. As such, she literally reigns over a Self-Inflicted Hell.
  • Refusing Paradise: Homura does it twice. The first time it's to deny the Incubators access to Madoka, and the second time, it's to arrange Madoka's safety and happiness on her own terms.
  • Right for the Wrong Reasons: When Homura confronts Bebe, she believes that Bebe knows what really is going on because she thinks Bebe is the witch that created the false Mitakihara. Shortly thereafter, Homura makes the same assumption about Sayaka when the latter reveals she's the same one from the old universe who transformed into Oktavia von Seckendorff. In fact, Bebe and Sayaka do know what's going on, but they're not the one who created the barrier.
  • Sanity Slippage: 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 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 transformation into a demon.
  • Satanic Archetype: She ends up becoming essentially Lucifer in Magical Girl form and the Evil Counterpart of Madoka, who is a Messianic Archetype. Even so, she still refuses to actively hurt anyone, and in fact works to improve everyone's lives, if only for Madoka's sake. Well, except Kyubey, who frankly had it coming.
  • Satan is Good: It's pretty clear from the jump that Akuma 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. Whether or not stealing Madoka's powers and locking away everyone's memories to accomplish this is condonable is up for debate.
  • Self-Inflicted Hell: Given the Whole Plot Reference, this the main reason that Homura's victory is bittersweet and she can't be truly happy with the new world she created. Still, she is willing to accept it as long as Madoka is happy.
  • Sexy Backless Outfit: Wears a black, backless dress upon becoming Akuma Homura.
  • Shadow Archetype: This was suggested in the anime, but by the end of the movie it becomes clear that Homura is this for Madoka. Whereas Madoka believes she should sacrifice herself for everything, Homura believes that everything should be sacrificed for Madoka.
  • The Shadow Knows: In the opening sequence.
  • Slasher Smile: Flashes one shortly before turning into Akuma Homura, and it's really creepy.
  • Slouch of Villainy: As Akuma Homura, she's noticeably more nonchalant in her demeanour than usual.
  • Spanner in the Works: Not to Kyubey like you'd think, but instead to Ultimate Madoka. The Goddess of Hope has hopelessly derailed Kyubey's plot and is about to help Homura ascend... at which point Homura decides she doesn't want to and drags Ultimate Madoka down to Earth. The consequences are literally world-changing.
  • Stepford Smiler: The flower field pretty much confirms that she was this at the end of the series: despite her smiles and newfound kindness speaking to Madoka's family, she had not made peace with herself. Her smug grins as Akuma Homura also count, considering how her familiars are acting.
  • Stripperiffic: Her final costume reveals a great deal of skin.
  • Suicide by Cop: 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.
  • This Is Unforgivable!: 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.
  • Tomato in the Mirror: When she realizes the witch she's been hunting during the first half of the movie is herself.
  • Too Good to Be True: It is implied that this is why Homura begins questioning the world at the start of Rebellion. Even in a Lotus-Eater Machine made by her own subconscious, Homura cannot be happy.
  • Totalitarian Utilitarian: Weird example. Homura just wants a world where Madoka is happy... but that pretty much means creating a world where other people are happier too.
  • Tragic Heroine: The film is essentially about how much of a self-loathing, mentally and emotionally unstable mess Homura is, and how her undying love for Madoka causes her to become the villain.
  • Tragic Keepsake: Madoka's hair ribbon though it only actually appears near the end of the movie. In one of the last scenes Homura actually returns it to Madoka, as the final proof that their friendship is over.
  • Tragic Villain: Homura does not take her Face–Heel Turn lightly and is shown to be constantly torn by regret for what she had to do.
  • Unreliable Expositor: A rather subtle example. Homura tells Madoka that in the "dream" she had, Madoka had to go somewhere far away, that they could never meet each other again. This is actually wrong: Madoka explicitly says at the end of the anime that she is everywhere. (Well, until Kyubey put up his isolation field...) She also stated that they will meet again someday. (When Homura's soul gem will completely corrupt, making Madokami come for her) But Homura being the only person in the universe remembering Madoka made her start to even doubt that her memories of Madoka were real, and therefore that she would see her again.
  • Unwanted Rescue: While retaining enough control, Homura wanted the other magical girls to kill her. Instead, they took part in saving her, which led to her corrupted self performing a different Unwanted Rescue on Ultimate Madoka.
  • Utopia Justifies the Means: After seeing an endless amount of ways things can go wrong in a multitude of timelines, Homura is going to fix this twisted universe and ensure the other magical girls are safe, happy and not even remembering their original grisly fates, whether they like it or not.
  • Villain Has a Point: Akuma Homura traps the entire universe inside a Lotus-Eater Machine, seals away Madoka's goddess powers, erases everyone's memories, and enslaves the incubator race. Thing is, she also brought Madoka, Sayaka, and Nagisa back to life, repaired Mami and Kyoko's emotional scars, and is allowing everyone to live normal happier lives in a world without magical girls, witches, wraiths, or nightmares. Considering the Crapsack World they were all living in before, and the fact the Incubators could've pulled their isolation field trick again in order to capture Madoka, it could be argued that this is a change for the better. Also, it's hard to feel any sympathy for Kyubey in light of everything he's done up to this point.
  • Villain Protagonist: For a given value of 'villain'. Homura is the most proactive character in the movie and the main focus. At the end, she turns on Madoka and becomes the Devil to Madoka's God.
  • The Voiceless: Averted as Homulilly; she is the first witch in the series to speak in coherent language (not just distorted German or the like).
  • Walking Spoiler: While she was already one of the greatest Walking Spoilers in the original series, the movie takes it up a notch and turns her into the centerpiece of many game-changing twists, making it very hard to get into the movie's depiction of her without getting spoiled.
  • Well-Intentioned Extremist: Say what you will about her Face–Heel Turn, but ultimately, it ended up doing to Kyubey something not even Madoka could do, and left the world in a fairly happy state... at the cost of having to brainwash her best friend and feeling remorse for all eternity, or at least until the next installment in the series.
  • Yandere: Homura was already a borderline example in the series. She takes it Up to Eleven here, going as far as to kidnap and brainwash most of the cast in an attempt to make a happy and normal life for Madoka. She traps Madoka in the new world so that Madoka doesn't leave ever again... and she isn't doing it to be with Madoka forever, she's doing because she genuinely believes Madoka is happier this way, mainly because of her genuine belief that Madoka was unhappy and suffering before.
  • You Are Worth Hell: Homura becomes a witch in order to protect Madoka from the Incubators' plans. She then one-ups this later by turning into her universe's God of Evil just to make sure nothing can ever get in the way of Madoka's happiness, though the latter case is Subverted during the final talk at school as Homura makes it clear that what Madoka actually wants is of no importance to her.
  • Zettai Ryouiki: She abandons her tights for knee-high socks this time around. She also sports thigh highs as Akuma Homura.

    Madoka Kaname 

Madoka Kaname

Voiced by: Aoi Yuuki (Japanese), Christine Marie Cabanos (English), Carmen Ambrós (Spanish)

At the end of the anime, Madoka wished to destroy all witches before they were born, which ultimately erased her from existence. However, when the movie begins she is inexplicably alive and living with her family while secretly being a magical girl. Just how has this happened?

  • Amnesiac God: Twice. The first time was intentional, and she entrusted her powers and memories to Sayaka and Nagisa so they could return it to her at the right time. The second time is forced by Akuma Homura, who extracts her human self from Ultimate Madoka and rewrites her memories as well as suppressing her powers. However, it is stated outright that she will regain her powers and memories when given the right trigger.
  • Back from the Dead: For a given value of dead. Exactly how this happened is one of the movie's mysteries. In fact, she's still a concept and is just manifesting as herself in Homura's witch barrier. However, at the end of the movie Homura actually brings her back to "life" for real by splitting her off from the Law of Cycles.
  • Big Good: Maintains this role after ascending to it at the end of the original series.
  • Brought Down to Normal: At the end of the movie she returns to being a normal girl, though it's hinted that she'll regain her powers when given the right trigger, or even just if enough time and exposure to the illusion passes, something Akuma Homura bitterly accepts.
  • Create Your Own Villain: Homura's transformation into a God of Evil was partially Madoka's fault, no thanks to her answer in the field of flowers. To clarify, Madoka had no memory of her sacrifice or why she would go through with such a thing, a necessary move so 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 Face–Heel Turn.
  • Decoy Protagonist: As in the original series; the movie initially follows Madoka, but soon Homura becomes the main character.
  • Deity of Human Origin: 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.
  • Devoted to You: 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 even if she has to become a God of Evil and make Madoka her prisoner in a new world.
  • Didn't See That Coming: Despite her apparent omnipotence, Madoka didn't expect Homura to usurp her as the new ruler of the universe, even going as far as stripping her of her powers. It's clear that she didn't know Homura as well as she thought.
  • Dramatically Missing the Point: A subtle example. Before the isolation field is destroyed, Homura tells Madoka "No matter what sin, I can take it on. No matter what I might become... I'm certain it'll be fine, as long as you're by my side." Madoka thinks that this means Homura wants to be with her forever. She's right: it just won't be on Madoka's terms.
  • Fake Memories: Initially, it seems that these memories were implanted by Homura's witch barrier. It turns out Madoka had actually entrusted her memories to Sayaka and Nagisa in order to fool Kyubey.
  • Fatal Flaw: Her Heroic Self-Deprecation. Without her memories otherwise, her claiming she wouldn't actually have been willing to go through with her Heroic Sacrifice causes Houmra, who kept going only because she thought Madoka wanted it, to fall apart completely and turn to more drastic measures to "save" her.
  • God in Human Form: This is what Madoka is throughout the movie. 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.
  • God of Good: As Ultimate Madoka, like the series' ending.
  • Good Cannot Comprehend Evil: Homura's betrayal at the end completely blindsided her. Justified not only because of the isolation field, but simply because the closest thing to "evil" she's seen so far has been Kyubey or someone suckered by Kyubey - she simply didn't know how deep Homura's obsession really ran.
  • Guile Heroine: This time her foiling of Kyubey's plot is completely intentional, and it is glorious. 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 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 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. It really is too bad about Homura's actions afterwards...
  • Laser-Guided Amnesia: In Homura's new world. See Amnesiac God.
  • Living Emotional Crutch: 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 and to do it Homura turns the world into a Gilded Cage and traps Madoka in it.
  • Memory Gambit: Transferred her memories over to Sayaka and Nagisa so in order to fool the Incubators and save Homura from the isolation field.
  • New Transfer Student: In Homura's new world. In fact, she was living in America for three years.
  • Not So Omniscient After All: It's possible to create a space where Madoka' omniscience, which relies on her omnipresence, 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 Memory Gambit. 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... well, die and become one with her. This comes into play in the finale, when Homura grabs her hands just 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. She's very, very wrong.
  • Posthumous Character: She's supposed to be, but given the events that transpired in the original series' finale, she's instead slowly forgotten by Homura, despite her omnipresence. This is because the Incubators captured Homura and put her in an isolation field, where Madoka's omniscience cannot reach.
  • Stepford Smiler: Hinted at, depending on how one interprets her words in the field of flowers. Despite apparently being at peace with her 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.
  • Supernatural Gold Eyes: As her Ultimate Madoka form. Also when she shortly remembers her duty as such just before Homura forces her back.
  • Unwanted Rescue: Twofold; she, along with the other magical girls, saves Homura from the Incubators' isolation field, despite Homura wanting to die as a witch. Later on, Homura "saves" her from the Law of Cycles, but by doing so de-powers Madoka and creates a world where she leads a happy life, regardless of everyone else's fate.
  • Unwitting Instigator of Doom: Madoka becomes this in the scene in the flower field. Homura tells Madoka about a dream she had where Madoka went far away from everyone and no-one but Homura remembered who she was. Madoka comforts Homura and says that she would never do such a thing, because she wouldn't want to be separated from her friends and family. This shocks Homura, who 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.
  • Willfully Weak: In Homura's Mental World, Madoka purposely restrains her own power as part of her Memory Gambit against Kyubey. If she did unleash her full abilities, it would have allowed Kyubey to observe and potentially interfere with / control the Law of Cycles.
  • Wistful Amnesia: In Akuma Homura's new world.
  • Your Soul Is Mine: It is stated in both Rebellion and All There in the Manual that magical girls and unborn witches become part of the Law of Cycles. Reading between the lines, the implication is that Madoka as the Law of Cycles is a benevolent version of this. When Madoka purifies a soul gem, she really absorbs its despair into herself. She then absorbs the actual soul gem.

    Sayaka Miki 

Sayaka Miki

Voiced by: Eri Kitamura (Japanese), Sarah Williams (English), Carmen Calvell (Spanish)

At the end of the anime Sayaka had vanished from the world, taken by the Law of Cycles. Like Madoka, she has inexplicably returned to life. Just what secrets is she hiding?

  • Ambiguously Bi: In the original series, she explicitly has a crush on her Childhood Friend Kyosuke, but also has plenty of subtext with Kyoko. In the film, they're living in the same house, fight together, and enjoy teasing each other. Not to mention that Sayaka says her only 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.
  • Back from the Dead: Like Madoka, she is somehow alive again. It turns out that Sayaka is now part of Law of Cycles and is basically acting as an assistant to Madoka. She then comes back for real as an apparent side effect of Akuma Homura's ascension.
  • Back-to-Back Badasses: She frequently fights back-to-back with Kyoko.
  • Blood Magic: A variant. Sayaka can summon her witch form, Oktavia, wherever there is water. In the absence of a sufficient amount of water, she stabs herself and summons her from her own blood.
  • Brought Down to Normal: Just like Madoka, the very end of the movie has her return to a normal school life, thanks to Akuma Homura's Reality Warper powers. With the very important twist of losing her memories of Madoka, and the Law of Cycles.
  • Came Back Strong: "Dying" and becoming part of the Law of Cycles has given her new witch-related powers.
  • Deadpan Snarker: Especially in the English dub, she's now very snarky, making quips about everyone from Kyosuke to Homura. This is actually Character Development, showing that she's less straight-laced and takes things less seriously (and thus less likely to be offended and angry).
  • Defiant to the End: Just before Akuma Homura erases the last of her memories, Sayaka says that she will always remember Homura as a demon.
  • Fairy Tale Motifs: The allusions to The Little Mermaid continue here, becoming an angel after death just like the titular mermaid.
  • Iaijutsu Practitioner: She frees Homura from Mami's ribbon restraints by cutting the lock in this fashion. And at another point in the following scenes, she draws her sword fast enough to jam it in Homura's shield before she can escape or attack via time-stop, thus preventing Homura from using her shield for a while. That takes some skill.
  • The Lancer: Of Puella Magi Holy Quintet. She takes the role of leader during the battle between Homulily.
  • Laser-Guided Amnesia: In Akuma Homura's new world.
  • The Mirror Shows Your True Self: Sayaka's reflection changes during her conversation with Homura. Specifically, when she reveals she's the same Sayaka from the original timeline, her reflection becomes that of Oktavia, her Witch form.
  • Obfuscating Stupidity: She's one of only two people who knows what's really going on due to Madoka suppressing her own memory, and she was even able to fool Homura and surprise the latter with her newfound strength and cunning. Given that Kyubey knew Sayaka was taken by the Law of Cycles, the implication is that Sayaka was pretending to be an illusion created by Homura's barrier.
  • Our Angels Are Different: While not explicitly stated, Sayaka arguably fills the role of an angel (personal assistant, or intern) for Ultimate Madoka, and even confronts Akuma Homura, who fills the role of Lucifer. She even states as much when she and Nagisa drop The Masquerade.
    We're more like her private secretaries.
  • Posthumous Character: Like Madoka, she's supposed to be, up until she reveals herself to be part of the Law of Cycles and Madoka's angel of sorts.
  • Screw This, I'm Out of Here!: 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.
  • Ship Tease: Lots with Kyoko. Notably, during the climactic batttle she tells Kyoko she was happy to be by her side and regrets leaving her behind when she died. It's implied that, since Sayaka remembers previous timelines, she became aware of what Kyoko tried to do for her when she became Oktavia, and how upset Kyoko was when she died. This is similar to how Madoka only realized Homura was her best friend after seeing prior timelines. Of course Sayaka would now have regrets.
  • Slasher Smile: During her conversation with Homura, Sayaka flashes a creepy grin 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.
  • Smash Sisters: Fights this way with Kyoko, especially during the final battle where Oktavia, controlled by Sayaka herself like a weapon, wields a giant version of Kyoko's spear.
  • Summon Magic: As part of the Law of Cycles, Sayaka can summon Oktavia von Seckendorff, her witch form, and also an army of familiars from other witches. All There in the Manual explains Oktavia can appear anywhere there is water, which is why Sayaka stabs herself to summon Oktavia with her blood in the climactic battle.
  • Teleport Cloak: Sayaka can evidently use her cape to do this, or at least mask her escape. It comes in handy when Homura attacks her.
  • Took a Level in Badass: Thanks to retaining memories of previous timelines due to Madoka's influence, she fights much less erratically and is overall 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 Oktavia as a Guardian Entity, as well as a boatload of witch's familiars.
  • Took a Level in Kindness: She still maintains some brashness but is overall a lot nicer and more understanding than she was in the original anime. This is because she has memories of previous timelines.
  • Unwanted Rescue: She's not too happy about Homura's new world, even if she has been brought back to life. On the other hand, even she has to admit it's nice seeing Hitomi and Kyosuke again.
  • Wistful Amnesia: In Akuma Homura's new world, once Homura makes sure to erase her memories Sayaka knows something is wrong, but doesn't know what.

    Mami Tomoe 

Mami Tomoe

Voiced by: Kaori Mizuhashi (Japanese), Carrie Keranen (English), Eva Bau (Spanish)

As before, Mami is still the senior magical girl in Mitakihara. However, she's now living with an odd creature she calls Bebe, which seems to have helped combat her loneliness. She comes into conflict with Homura when the latter attempts to discover the truth of their world.

  • The Ace: While this probably doesn't apply anymore following the latter's 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.
  • Badass Finger Snap: When she uses magic to style her hair into those glorious twindrills.
  • Batman Gambit: Pulls a hugely epic one on Homura during their confrontation. First, she attaches a ribbon to Homura to make herself immune to Homura's time stops. Then, when Homura seems to have landed a disabling shot, she reveals that the Mami Homura was fighting was just a copy made from her ribbons.
  • BFG: Her Tiro Finale takes the form of a railway tank made up of a giant flintlock and cakes.
  • Big Sister Mentor: As the oldest of the Holy Quintet, she's this to everyone.
  • Building Swing: Mami puts her ribbons to far more versatile use than she did in the anime.
  • Cool Pet: A witch. Granted, Bebe's more 'cute' than 'cool' in terms of an appearance, but she's still a witch.
  • Fake Memories: An effect of Homura's Mental World.
  • Gun Fu: 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.
  • Improbable Hair Style: It turns out she curls her hair with magic.
  • The Leader: She's the leader of Puella Magi Holy Quintet.
  • Leaning on the Fourth Wall: She can be heard humming her own theme music while brushing her hair.
  • Let's You and Him Fight: 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.
  • Modesty Towel: During one gratuitous scene where she comes out of the bath. The manga makes this much less explicit.
  • More Dakka: How does she fight against Homura's modern automatic weapons? Summon dozens of flintlocks and fire them in rapid succession, mimicking machine gun fire.
  • Ms. Fanservice: The first clear shot we get of her in the entire movie is a shot of her mammies, she is later shown in a Modesty Towel, and then we get another closeup of her chest during the Cake Song!
  • Mundane Utility: She uses her magic to style her hair.
  • Self-Duplication: She's able to make a copy of herself with her ribbons, which she does in her fight against Homura.
  • Shoot the Bullet: She's able to deflect Homura's attacks by shooting the bullets from her guns.
  • Took a Level in Badass: What happens when Mami is no longer held back by her emotional issues? She adds tons of new weapons like handguns and shotguns to her arsenal, she uses her ribbons to devastating effect, even using them to create a duplicate of herself at one point, and her Tiro Finale upgrades to a railgun, which shoots what can only be described as a nuke. Damn.

    Kyoko Sakura 

Kyoko Sakura

Voiced by: Ai Nonaka (Japanese), Lauren Landa (English), Graciela Molina (Spanish)

Kyoko is now a classmate of Madoka, Sayaka and Homura. She's also living at Sayaka's place, and it seems that the social interaction has made her nicer than she was in the anime. When Homura starts getting suspicious, she comes to Kyoko with a request that tips her off to the secret of their world.

  • Back-to-Back Badasses: With Sayaka during the climatic battle against Homulilly and her familiars.
  • Big Eater: As in the original series, but played for cuteness and laughs until after the bus scene, after which it's once again a nondescript quirk of hers.
  • Deadpan Snarker: Has a few moments like this.
  • Demoted to Extra: She has a more marginal role than the other characters, unlike in the series where she was something of an Arc Villain.
  • Expy: In the original series, Kyoko is an expy of Asuka Langley Soryu. The changes made to Kyoko in Rebellion reflect how Asuka Langley Shikinami was adapted in Evangelion 2.0: You Can (Not) Advance - specifically, a reduced role, a kinder personality, having one of her signature traits flanderized and mentioned out loud,note  and having her backstory not touched upon in favor of showing how she bonds with other characters, particularly a girl with short blue hair that she's often juxtaposed with.
  • Fake Memories: An effect of Homura's Mental World.
  • Flanderization: Her Big Eater tendencies are subjected to this. This is likely due to the Fake Memories implanted by Homura's witch barrier. Later in the movie it's implied she reverted to her old personality after finding out the world was an illusion.
  • Joshikousei: Unlike in the series, she wears the school uniform when not transformed. Later she changes back to her casual clothes and wastes time in the arcade, possibly to indicate that she's stopped going to school since it isn't even real anyway. Kyoko's uniform is the canonization of this picture by character designer Ume Aoki. It was shown as the end card for the anime's last episode. The idea of Kyoko wearing a school uniform was also in Puella Magi Madoka Magica Portable.
  • Knight In Sour Armor: After the bus scene, she shows shades of her old apathetic, snarky self.
  • Ship Tease: Lots with Sayaka. They are actually living together in the same house now.
  • Single Tear: When Sayaka confesses that she regretted having to leave Kyoko behind.
  • Smash Sisters: Fights this way with Sayaka, especially during the final battle where Oktavia wields a giant version of Kyoko's spear.
  • Took a Level in Kindness: 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 Pater Familicide in the original series' timeline(s). This is the result of Fake Memories. 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, Akuma 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.
  • Trademark Favorite Food: Apples... but this is also the result of Flanderization.

    Nagisa Momoe 

Nagisa Momoe

Voiced by: Kana Asumi (Japanese), Xanthe Huynh (English), Maribel Pomar (Spanish)

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

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

  • Advertised Extra: Nagisa somehow manages to both be this and an Ascended Extra due to being the original magical girl form of the witch Charlotte, who only appeared in one episode of the anime. The descriptions and trailers for the film implied that she would play a major role, but in the film itself she spends most of her time as Team Pet Bebe. It should be mentioned that the movie treats Nagisa's existence as a surprise when Bebe first transforms into Nagisa.
  • All There in the Manual: 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.
  • Airplane Arms: While frolicking around in Homura's new world.
  • Ascended Extra: Surprisingly, she existed in the original anime as Charlotte, the witch who killed Mami only to be killed herself by Homura in the same episode. In Rebellion, she comes back as a magical girl and joins the main cast.
  • Back from the Dead: As a magical girl and the witch Charlotte, she was already dead to begin with; here she returns as part the Law of Cycles. She's also brought back for real in Akuma Homura's new world, albeit with no recollection of her past just like everyone else... possibly. It's never explicitly addressed.
  • Badass Adorable: 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 Instrument of Murder 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.
  • Bare Your Midriff: In her magical girl form.
  • Blue and Orange Morality: 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 Akuma Homura's new world. It's likely a result of her being just a child. Of course, this could be simply her joking around.
  • Breakout Character: Due to Charlotte's popularity with the fandom.
  • Breath Weapon: Her Bebe form allows her to exhale bubbles at an incredible rate and volume.
  • Bubble Gun: Her trumpet shoots explosive bubbles.
  • Came Back Strong: Partially by virtue of coming back as her magical girl self. She's even stronger than usual due to gaining powers granted to her as part of the Law of Cycles—notably control over her witch form, Charlotte, and her's and other witches' familiars.
  • Chromatic Arrangement: Either orange, white or brown; her colour scheme doesn't follow a strict rule like the others, and her soul gem has yet to be seen outside of its magical girl form. Most fan artists have so far settled on orange.
  • Canon Immigrant: 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.
  • Cursed with Awesome: 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.
  • Expy:
    • Both design- and personality-wise, Nagisa heavily resembles Yuma Chitose from the Oriko spin-off. 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.
    • Outside of Madoka Magica: design-wise, she is one to Yuno and Nazuna. It's interesting to note that her personality has more in common with Miyako than Yuno. Compare to Mami, who shares Miyako's voice actor but has a personality closer to Yuno.
  • Extreme Omnivore: When she puts on her "Bebe" face, 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.
  • Familiar: Once she starts fighting, she's accompanied by two of Charlotte's familiars, and as the fight goes on she's accompanied by familiars from other witches as well. This is due to her new summoning powers from the Law of Cycles. She even rides a Sebastian at one point.
  • Girlish Pigtails: Sports two very small ones. Unusually, she also has long hair.
  • God in Human Form: Well, a Witch In Human Form, that is.
  • Hair Decorations: Flower-like hairbands.
  • I Have Many Names: Nagisa Momoe, Charlotte, the Dessert Witch, Bebe.
  • Horse of a Different Color: During the battle against Homulilly, Nagisa rides on a Sebastian—one of Elsa Maria's familiars.
  • Instrument of Murder: Her weapon is a trumpet that shoots bubbles. Each of said bubbles can pack quite a punch; the bubbles from one blow of the trumpet can shake and crack a strong witch's barrier.
  • I Was Told There Would Be Cake: Apparently the real reason why she went with Madoka and Sayaka to Homura's barrier; she just wanted to eat some cheese again.
  • The Last of These Is Not Like the Others: Breaks a few of the trends set by the other magical girls: her eye, hair and magic colours are all different from one another, and her eyes are two colours rather than just one (a very unsubtle hint that she is related to Charlotte). Nagisa is also younger than the rest of the magical girls, being the only one younger than 14, and doesn't go to middle school like the others, instead going to the elementary school; she also wears a casual outfit rather than everyone else, who normally wear their school uniforms. Her weapon of choice (a bubble trumpet gun) does not fit in with everyone else's weapons, the others being practical, conventional, and traditional weapons.
  • Lighter and Softer: She's the only magical girl that hasn't had an emotional wreckage on-screen.
  • Little Miss Badass: She's only about 8 to 12 years old, but she's very powerful.
  • Missing Mom: According to the original anime's production note, Nagisa had a terminally ill mother who later died. It's unknown if this applies to the current canon, though, as the backstory was for a prototype witch.
  • Mystical White Hair: Her white hair highlights her mysteriousness.
  • Nice Girl: Much like Madoka, Nagisa is a kind-hearted and friendly girl at heart.
  • Nice Hat: She wears a hat with cat ears as part of her magical girl outfit.
  • Nonstandard Character Design: 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 her soul gem is a very pale purple. Her costume also doesn't have as many Frills of Justice 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.
  • Our Angels Are Different: Just like Sayaka, she's essentially Ultimate Madoka's secretary.
  • Plucky Comic Relief: More childish and amusing than the rest of the cast.
  • Rapunzel Hair: Her hair is even longer in relation to her body than Homura's and Kyoko's.
  • 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.
  • Rummage Sale Reject: 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.
  • Saved for the Sequel: 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.
  • Satellite Character: As Bebe she spends most of her time around Mami, as Nagisa she serves as Madoka's quasi-angel.
  • Sixth Ranger: Joins the magical girls as part of the team, minus Homura, since Homura had turned into a witch at the time.
  • Story-Breaker Power: 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.
  • Super Mode: Can manifest Bebe's face in her magical girl form, gaining Extreme Omnivore powers and the ability to exhale a mindblowing volume of bubbles rapid-fire.
  • Sweet Tooth: Definitely. Her soul gem, in its transformed state, even resembles a smiling candy, to boot!
  • Technicolor Eyes: They're yellow on the inside and orange on the outside, a trait which may be a case of Central heterochromia, and a trait shared with the caterpillar form of her witch, Charlotte.
  • Token Mini-Moe: She's younger than the rest of the cast, and goes to elementary school.
  • Trademark Favorite Food: Cheese, to the point where she interrupts an emotional moment between Kyoko and Sayaka to proclaim her love for it. Notably, Mami, who she spends a lot of time with—and was her best friend and saviour from despair as Bebe—is yellow like cheese, which might be a subtle form of Ship Tease.
  • Voluntary Shapeshifting:
    • When she truly lets loose, she morphs into her witch form. In that form, she's a good match, too.
    • She can also put on her Bebe face in order to gain Extreme Omnivore powers. These powers are due to being part of the Law of Cycles.
  • Walking Spoiler: Knowing too much about her reveals the fact that she's Charlotte's original incarnation.


"Human curiosity is quite fascinating. And illogical."

Voiced by: Emiri Katou (Japanese), Cassandra Lee (English), Marta Barbará (Spanish)

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

  • Asshole Victim: Big time. With Akuma Homura completely annhilating 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.
  • Batman Gambit: He attempts to get Homura to call on Madoka's power to save her, thereby allowing him to observe the Law of Cycles. It fails, as does his attempt to get Madoka to release her power directly.
  • Big Bad: Once again, everything is Kyubey's fault... but then he and his entire race are Demoted to Dragon by the even more powerful Akuma Homura.
  • Break Them by Talking: Kyubey attempts to get Homura to summon Ultimate Madoka. It doesn't work.
  • Clark's Third Law: The Incubators were able to build a field that blocked out any kind of external influence, including the Law of Cycles.
  • Create Your Own Villain: He and Homura were already enemies, but she never really posed a threat to him until his own actions resulted in her becoming a demon that exceeds even Ultimate Madoka.
  • Demoted to Dragon: His plan backfires in the worst way possible and leaves his entire race at the mercy of Akuma Homura, who is keeping them alive for her own purposes.
  • Evil Cannot Comprehend Good: Once again Kyubey severely underestimates the lengths that humans will go to save each other. He's completely dumbfounded when 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 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.
  • Evil Plan: The Lotus-Eater Machine seen in the first half of the movie is the result of Kyubey putting Homura in an isolation field that not even Ultimate Madoka/the Law of Cycles can reach. Homura's corrupted soul gem then creates a witch barrier inside itself that can bring others from outside the field into it. Kyubey hopes that the field brings in the Law of Cycles, allowing him to observe its existence... since once he observes the Law of Cycles, he can try to interfere with and control it, bringing back the old system of magical girls turning into witches.
  • Fatal Flaw: 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 general disdain for humans and their sensibilities. 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 might have been a bad idea.
  • Gone Horribly Right: Kyubey's efforts to revive the witch system resulted in the creation of a full-blown devil figure that is genuinely capable of harming him and destroying the universe. To explain, if Kyubey hadn't trapped Homura's soul gem in the isolation field, Homura wouldn't have rejected Madoka's sacrifice from the original series. Furthermore, it was the isolation field that forced Madoka to take an observable human form, allowing Madoka to be interfered with. Finally, Homura wouldn't even know Madoka could be interfered with if Kyubey didn't tell her his plan.
  • Jumping Off the Slippery Slope: Kyubey in the series was a Well-Intentioned Extremist. 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, Kyubey decides to attempt to bring back the good ol' days.
  • Just Between You and Me: Played with. He explains his entire plan to Homura, but he does it to convince Homura to restore Madoka's memories. He also doesn't tell Homura his true goal, but she figures it out anyway.
  • Karma Houdini Warranty: After everything he's done not merely to the heroes, but in regards to all of the misery he's caused to all magical girls everywhere, and pretty much getting away with it in the series, Kyubey finally gets a face-full of karma that's been building up for millennia. His plans: destroyed beyond repair. His species: enslaved to one of his own "cattle". Himself: Mind raped.
  • Kick the Son of a Bitch: Kyubey has his experiment completely backfire, he gets beaten to a pulp, is enslaved by Akuma Homura to absorb the world's curses, and is apparently driven insane by the events of the movie. Even then, it's very hard to pity him. See Asshole Victim.
  • Lack of Empathy: As usual, Kyubey and the rest of his kind just don't get emotion. 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...
  • Manipulative Bastard: As per the original series, only this time he's outright manipulating Homura to make Madoka observable, potentially allowing him to interfere with or even control the Law of Cycles. This backfires spectacularly by Homura's ascension into a God of Evil.
  • Mind Rape: It's implied Akuma Homura did this to him in The Stinger, giving that he seems to be quivering in fear. Note that earlier Akuma Homura claims that she needs his existence to deal with the world's curses... which implies that she's actually making him suffer those curses.
  • Motive Rant: It's not really a rant, but he has a calm (at least on his end) conversation with Homura about his actions and motives.
  • My God, What Have I Done?: After the advent of Akuma 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.
  • Nice Job Fixing It, Villain!: Not only does Kyubey fail to revive the witch system, he creates an entity that can actually threaten his kind.
  • Obfuscating Stupidity: During the first half, Kyubey is purposely acting like a cute harmless animal in order to observe the magical girls.
  • Oh, Crap!: When Homura and Madoka are about to destroy the isolation field for good, all of the Incubators express their shock in unison.
    Incubators: "I don't get it." ("This is so illogical!" in the English dub)
  • Out-Gambitted: It turns out Madoka was aware of what he was trying to do and pulled off a Memory Gambit with the help of Sayaka and Nagisa in order to break his isolation field from the inside without releasing her full power.
  • Pokémon Speak: Kyubey only says "kyu" for the movie's first half, even after Homura becomes suspicious, because he's pretending to be a harmless animal.
  • Ridiculously Cute Critter: Purposely invoked on his part.
  • Satanic Archetype: He has much in common with Lucifer from Paradise Lost, as it rebels against Madoka by attempting to overthrow/control her and bring back the witch system.
  • Screw This, I'm Outta Here!: After seeing the ascension of Akuma Homura, Kyubey realizes that it was a huge mistake to experiment with human emotions and tries to run off. Homura doesn't let him.
  • Smug Snake: He severely underestimates Madoka's reach and his planning this go-around bites him in the ass. Big time.
  • The Sociopath: He also shows signs of Greed, trapping Homura and her friends inside Homura's own witch barrier in an attempt to reinstate the witch system so it can continue siphoning energy for itself. Once again, this leads to his downfall as Madoka outsmarts him a second time.
  • Speak in Unison: See This Cannot Be!
  • Straw Vulcan: Much more blatant than before. For someone without emotions he sure does like to gloat.
  • Team Pet: 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.
  • This Cannot Be!: An assembly of Incubators all announce at once that they just don't get it (altered to saying it's illogical in the English dub) after Homura and Madoka's attack punches through their isolation field and bombards them with a Rain of Arrows.
  • Took a Level in Jerkass: 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 alien in terms of morality. He always spoke 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 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 Well-Intentioned Extremist by acting purely in the interest of greed.
  • Unreliable Expositor: Both due to his information not being as good as he thinks it is.
    • During his Motive Rant, Kyubey claims that Madoka's memories were affected by Homura's barrier. However, Sayaka and Nagisa later reveal that Madoka deliberately suppressed her memories and powers to fool Kyubey. As both Sayaka and Nagisa remember, it's suggested that Madoka would normally be immune to the barrier's memory alteration but allowed herself to be affected.
    • It's interesting to note that later on, Kyubey tells Homura that if they observe the Law of Cycles, they can interfere with it, learn how to control it, and cause magical girls to become witches again. When Ultimate Madoka comes down to take Homura's soul gem, Homura is able to observe her and is subsequently able to interfere with her. But when Homura keeps Madoka from purifying her soul gem, she doesn't become a witch like Kyubey predicted. She becomes something else...
  • Villainous Breakdown: As much as an emotionless being can, anyway. Kyubey gets more frantic as his plans start falling apart. He is incredulous at Homura choosing to kill herself instead of allowing him to observe Madoka. He is then utterly surprised to learn that Nagisa and Sayaka are themselves part of the Law of Cycles. And then an assembled mass of Incubators all shout in unified shock when the isolation field is destroyed. Finally, Kyubey is reduced to genuine terror when Akuma Homura arrives. And bear in mind how Incubators see emotions. That's right: the events of the movie drove Kyubey mad.
  • Walking Spoiler: 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.


Other Characters


She's ba-ack.

Voiced by: Kana Asumi (Japanese), Xanthe Huynh (English), Maribel Pomar (Spanish)

Nicknamed Bebe, the Dessert Witch Charlotte befriended Mami before she met the other Magical Girls and is helping the Holy Quintet fight Nightmares.

  • Adorable Abomination: She is a Witch that happens to resemble an adorable doll, but can transform into a monstrous serpentine creature.
  • Affectionate Nickname: She calls Mami — specifically her Magical Girl form — "Cheese", her favorite food. Doubles as a Call-Back to when she ate Mami in the original series.
  • Ascended Extra: After having only appeared in one episode of the anime, she gets an expanded role.
  • Backstory Invader: 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.
  • Big Eater: 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.
  • Catch-Phrase: "I'll turn into cheese!"
  • Cute Critters Act Childlike: Bebe acts like an excitable child. This is because she is a child.
  • Detect Evil: Capable of detecting Nightmares.
  • Heel–Face Turn: Unlike her anime self, she is firmly on the heroes' side, and is practically Mami's best friend.
  • Irony: If only Mami knew what happened between the two of them in the series...
  • Non-Standard Character Design: Well, she is a witch, so her design and movements differ quite a bit from the other characters.
  • Obfuscating Stupidity: Just as Homura was quick to assume, Bebe knows what's really going on, and is acting the way she is in order to fool Kyubey. Like Sayaka, she's trying to pretend she's an illusion created by Homura's barrier. If Nagisa didn't disguise herself as Bebe, Kyubey would have recognized Nagisa as a magical girl taken by the Law of Cycles and would have wondered why she appeared in the barrier of someone who never met her.
  • Only Known by Their Nickname: According to Word of God, her name really is Charlotte, but she never actually gives her name and the characters can't read the Cypher Language. Warning: Major spoilers in the link!
  • Red Herring: Homura initially targets Bebe upon finding out she can't leave Mitakihara City, with the excuse that Bebe's obviously a witch. The truth turns out to be more complicated.
  • Ridiculously Cute Critter: Holy crap, yes. And unlike Kyubey or her Anime incarnation, she's every bit as benevolent as she looks.
  • Scary Teeth: A mouthful of razor-sharp ones in her worm form, natch. She also reveals them when eating cheesecake in her doll form, though they're not as pronounced and more in the vein of Cute Little Fangs.
  • Significant Double Casting: She shares the same voice actress as Nagisa Momoe, despite only speaking in gibberish during her screentime. This is because she and Nagisa are the same being.
  • Speech Bubbles: The bubbles containing Japanese characters that float out of her when she speaks.
  • Super Mode: She normally appears as a small doll-like creature, but can expel a massive snake-like second form from her mouth.
  • Sweet Tooth: She is the Dessert witch.
  • Team Pet: To the magical girls, particularly Mami. Often clashes with Kyubey at the start, who seems to be staying with Madoka and acting as her Team Pet.
  • Theme Naming: It seems the creators noticed the Mami = Mommy jokes; Bebe isn't much different from "Baby". It can even translate to "baby"/"infant" in other languages.
  • Trademark Favorite Food: Cheese, of course.
  • Took a Level in Kindness: 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. This is because she is a magical girl in disguise.
  • The Unintelligible: 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, and Kyubey.
  • Voice of the Legion: You need to listen very carefully to hear it, but her worm-form has a slight flanging effect to its voice.
  • Voluntary Shapeshifting: Retains her worm form from the previous series. She also adds a Magical Girl transformation.
  • You Don't Look Like You: The biggest difference between Bebe and Charlotte is that Bebe has a face that resembles both characters' worm form. It's believed the design was changed to make Bebe more expressive. Interestingly, one of the pictures of Bebe in Mami's house depicts her looking exactly like Charlotte, which implies that she changed from the older appearance to the new one. Going by information given in the Witches' Booklet, this picture is supposed to be of Bebe before she became her current form seen in the movie, and is noted to have been silent and expressionless, thus confirming the implication as correct.



The new enemies of the movie, instead of the witches and wraiths. From what's seen in the movie, they appear to be monsters created by people having "nightmares", and transforming. Only two are seen and fought in the movie: the second one famous for being defeated by the ever-so-well-known Cake Song!

  • The Heartless: They're basically manifestations of a person's negative emotions, which then proceed to possess their body and go on a rampage.
  • Lighter and Softer: Than the previous witches and wraiths by a long shot: true, the teddy bears and pillows they fire as projectiles can smash buildings, but they're still teddy bears and pillows.
  • Lotus-Eater Machine: These abominations come from one. Specifically, Homura's witch barrier.
  • Perverse Puppet: The Nightmares look like dolls. Each one also comes with a pair of disembodied blue hands that move with the Nightmare they belong to and it's almost as if the hands are in control of their Nightmare's motions. This hints that the Nightmares are symbolically puppets; false foes created by Homura's subconscious.
  • Red Herring: They're not the true villains of the movie, despite the hype.

    Hitomi Shizuki 

Hitomi Shizuki
Voiced by: Ryoko Shintani (Japanese), Shelby Lindley (English), Nina Romero (Spanish)

Madoka's and Sayaka's friend from school, and Kyosuke's girlfriend. She makes a brief appearance in the beginning sequences of the movie, where she temporarily becomes a Nightmare, before being calmed down by the Puella Magi Holy Quintet.

    Oktavia von Seckendorff 

Oktavia von Seckendorff

Sayaka's witch form.

  • Blade on a Stick: Wields a giant version of Kyoko's spear in the latter part of the movie's climatic battle against Homulilly, which is used as the first step to break out of Homura's Mental World.
  • Guardian Entity: Sayaka can summon Oktavia von Seckendorff and also an army of familiars from other witches.
  • Heel–Face Turn: Kinda, given she's now become part of Sayaka's newfound powers after coming back from the Law of Cycles in order to help Madoka save Homura from the Incubators.
  • The Juggernaut: Nothing Homulilly or her familiars throw at Oktavia even slows her down.
  • Loophole Abuse: Although unstated, her existence is implied to be this. Madoka wished to erase all witches before they were born. Oktavia is not born, but was absorbed into the Law of Cycles along with Sayaka.
  • Walking Spoiler: As always, Sayaka's witch form was a major turning point in the original series. Here, it's even harder to explain her Heel–Face Turn without mentioning the Law of Cycles which made Sayaka and Charlotte's returns and newfound powers possible.
  • The Worf Effect: During the fight against 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 Akuma Homura, the demon simply claps her hands and Oktavia fizzles out.

    The Clara Dolls 

The Clara Dolls

A group of fifteen unique and powerful familiars who serve Homulilly and later, Akuma Homura.

  • Catch-Phrase: "Fort! Da!" repeated over and over, a reference to a story by Sigmud Freud about a boy who made a game of throwing out his toys.
  • Creepy Blue Eyes: They have neon blue, perpetually open eyes.
  • Crocodile Tears: Official material reveals that their duty is to play mourners for their witch in her perpetual execution parade, but their nature as servile snarkers and perpetual smilers demotrate that their tears are as fake as a three dollar bill.
  • Demonic Dummy: True to their collective name, they're human-sized joined dress-up dolls.
  • Elegant Gothic Lolita: They all wear different black and white mourning clothes.
  • Elite Mooks: Each one is said to be as powerful as a magical girl, making them each stronger than most witches. This is demonstrated when they effortlessly plough through the army of Anthonies holding back the rest of Homulilly's familiars.
  • Gratuitous German: They speak in German, being familiars and all, like "Fort! Da!" as mentioned above and "Gott ist tot!" (God is dead).
  • The Heartless: 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 Love.
  • Non-Dubbed Grunts: Averted at least in the English dub most likely to correct their pronunciation.
  • One-Man Army: 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 All There in the Manual notes that some of them can match the power and capability of a magical girl.
  • Perverse Puppet: Their skin is the color of a corpse, they sport Tons Of Teeth displayed by their perpetual Slasher Smile, and they have extremely creepy psycho eyes. Each of them is more than a match for a magical girl. By the end of the movie, those creepy critters are everywhere!
  • Produce Pelting: They chuck tomatoes at a statue of Madoka at one point, and later at Homura herself.
  • Punch-Clock Villain: 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.
  • Sarcastic Devotee: They may obey the commands of their witch, but they also insult and mock her.
  • Shadow Archetype: 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.
  • Slasher Smile: Each one of them has a horrifying grin on their face at all times.
  • The Unseen: Love has yet to appear.
  • Technicolor Eyes: Their eyes consist of several distinct rings which can change color independently.


Example of: