"In this broken world, doomed to repeat its tragedies and hatred, I dreamed of someone I knew and saw her familiar smile again."

Puella Magi Madoka Magica The Movie: Rebellion (subtitled Hangyaku no Monogatarinote The Rebellion Story in Japan) is a feature film for the 2011 anime series Puella Magi Madoka Magica. The movie follows the anime's two-part Compilation Movie released in 2012. Originally intended to be the anime's second season, issues with length prompted a rework of the outline into a third film. The film premiered in Japan on October 26, 2013, and the film was later shown with subtitles in select theaters internationally, with the English dub released on Blu-Ray and DVD on April 7, 2015.

The movie has a manga adaptation by Hanokage, who did the manga adaptation for the first anime, as well as the Spin-Off Puella Magi Madoka Magica: The Different Story.

The movie also introduces a new magical girl named Nagisa Momoe , voiced by Kana Asumi in Japanese and Xanthe Huynh in English. In addition, there is a new type of monster known as "Nightmares".

: Everything below this section will have unmarked spoilers for the original Puella Magi Madoka Magica anime. If you have not watched the anime and do not want to be spoiled, do not read this page. Many examples on this page are shared with the anime. All spoilers may ruin your enjoyment of the story. Again, avoiding these pages is highly suggested for those who have not seen the show.

At the end of the original anime, Madoka sacrificed herself and made a wish that changed the world. In this new world, magical girls no longer become the very witches they're fighting; instead, they vanish before they can be fully corrupted, in a phenomenon known as the "Law of Cycles". In this world without witches, Madoka, Sayaka, Mami, Kyoko, and Homura all fight together to protect the city of Mitakihara from a different threat, the Nightmares.

Wait a minute... that's not how it went! Madoka and Sayaka ascended to a higher plane of existence! And the new monsters were called wraiths,note "magical beasts" in the original Japanese not Nightmares! And what is that odd creature that looks like the witch Charlotte? Homura soon realizes that things are not what they seem. But she may not want to find the truth, for at the end of it all... is the being that rebels against the order of God.

Actually a Doombot: Just when it seems that Homura has outwitted and incapacitated Tomoe Mami , the latter disintegrates into a web of ribbons and the real one, who was controlling the clone from a safe distance, deals the finishing blow.

Affably Evil: Akuma Homura . She might be a goddess of evil , but at least she creates a world where everyone is happy, even if she has to kidnap Madoka to do it.

Affectionate Parody: The beginning of the movie is one to Madoka Magica Fan Works; it has all five magical girls fighting together as a team (something that deliberately never happened in the anime) and even includes Charlotte as a Team Pet. The parody part comes from making everything else kind of ridiculous, from the monsters to the name of the team to the Cake Song. And like Fan Works it's all fake — in this case, an illusion created by a witch. Compare the beginning of Rebellion to "Sunny Day Life" and "Summer Magical Girl Training Camp!!", two of the anime's Drama CDs. The Drama CDs are straight Fanservice, but Rebellion is just too silly.

Alien Geometries: Most visible when Homura and Kyoko try to reach Kazamino and the road loops back on itself through a bunch of surreal visuals. Even the bus stop they find themselves at after their first attempt is off, being in a somewhat normal landscape except that the road warps abnormally and the scenery on the far side of the warp is at a different angle than it would naturally be.

All for Nothing: By the end of the film, despite Homura succeeding in suppressing Ultimate Madoka and rewriting reality so they can live together, it's heavily implied that Ultimate Madoka will inevitably regain her memories and powers and become opposed to Homura.

All There in the Manual A Word of God interview explains that Bebe's name really is Charlotte, but she doesn't say her name and the characters can't read the runes.

Word of God interview explains that Bebe's name really is Charlotte, but she doesn't say her name and the characters can't read the runes. Information on the witches and familiars was revealed in a book that came out in December 2013. See here , but watch out for spoilers.

Alternate Timeline: The movie takes place in the new one created at the end of the anime. And much of it actually takes place in an alternate world (or more specifically, a Lotus-Eater Machine ) of that alternate timeline, to boot!

Always Save the Girl: Deconstructed. The girl is saved, but at what cost? In fact, this is a Continuity Nod to the rather obscure manga spin-off, Puella Magi Oriko Magica. In it, Madoka states that she will refuse to let herself be saved if it means others are left in danger. Homura's response is to say that Madoka should never tell Homura not to save her . Cue the end of this movie, where Homura says that if Madoka wants to be selfless, then Homura shall become her enemy.

Ambiguous Situation: Is anybody a magical girl in the final universe? Is that even a thing anymore? Has Madoka's wish been undone and replaced by Homura's undefined system, or does she just not have to oversee it personally as Homura claims? And if there are no more magical girls, then what's her new universe's entropy situation like ?

And Then John Was a Zombie: Of course, this is being Madoka Magica, the witches still are a problem. But this time The Reveal is exactly who the witch is. When Homura realizes that Mitakihara is just a barrier, she goes after the most blatant witch in the vicinity, Bebe. After a series of events, she then finds out the witch is... herself.

Angels, Devils and Squid: In the new world, Madoka is God, Homura is a demon , and the Incubators continue to be unfeeling Sufficiently Advanced Aliens. But this time, they are fully controlled by Homura.

Arc Words The word "dream" and similar are constantly present. It's appropriate for a world only existing in a dream.

"Not yet".

Art Shift: In the manga adaptation, the characters are drawn in a chibi-like style for the Cake Song.

Ascended Extra: Charlotte the Dessert Witch, or Bebe as she's called in the movie. She's actually Nagisa, the new magical girl. Breakout Character: Not really surprising, given her popularity.

A-Team Firing: The shootout between Mami and Homura has neither of the girls hitting each other. Justified because their bullets kept hitting each other

Award-Bait Song: Kalafina's "Kimi no Gin no Niwa" ("Your Silver Garden"), played during the end credits. A bit different than most examples, since it's a power ballad rather than a soft/romantic one, and the lyrics are more sinister than one would expect.

Awful Truth: Homura, the witch you are looking for is yourself.

Back from the Dead: Madoka, sort of, and Sayaka, at the beginning of the movie. By the end of the movie, this applies to everyone.

Back-to-Back Badasses: Sayaka and Koyoko fight back to back and side by side in the final battle.

Balance Between Good and Evil/Equivalent Exchange: Although not explicitly stated, one can argue that Rebellion takes the anime's balance between hope and despair and wishes and curses to its Logical Extreme. Madoka's ascension as a god causes the birth of a devil... and it's Homura. Somewhat mitigated by the fact that Akuma Homura uses The Power of Love , not despair; however, one can still draw opposites given that Ultimate Madoka can stand for selfless love, and Akuma Homura stands for selfish love, and both loves have opposing ties to hope and despair respectively.

Ballet: Apparently, Homura idealized herself as a ballerina, because Homura seems to have an overarching "ballet" motif throughout the picture.

Bash Sisters Sayaka and Kyoko. They even have Oktavia wield a giant version of Kyoko's spear during the final battle.

Mami and Madoka fight this way during the Nightmare battles and the Homulilly battle, with a new attack called the "Tiro Duet", involving dual ballet dancing with Mami's ribbons before launching a dual attack on the enemy.

Batman Gambit: Mami makes herself immune to Homura's ability by hanging onto her through a ribbon, preventing Homura from shooting it off by partially dematerializing it. Seeing she cannot gain the upper hand, Homura shoots herself in the head , causing Mami to materialize the ribbon in an attempt to stop her. Before Mami can react, Homura wraps the ribbon around the same (slowing) bullet to sever it, finally freezing Mami in stopped time. Except that Mami actually turns out to be a clone made of Mami's magic ribbons, made to fool and trap Homura if she managed to destroy the clone, and the real Mami was watching the fight from a safe distance.

Beta Couple: Kyoko/Sayaka has matured into a balanced and mutual ambiguously gay pairing, and Kyoko manages to accept the fact that Sayaka must return to the heavens without her. Madoka/Homura, on the other hand... Homura gets fed up with Madoka's blithe, overly-selfless kindness and decides to "protect" her by stealing her powers and using them to become the devil. Opposites Attract It's heavily implied that ) when she became part of the Law of Cycles. This provides a parallel with Madoka and Homura's relationship, where Madoka only became aware of Homura's feelings when she became the Law of Cycles itself. Sayaka expressing regret over leaving Kyoko is the equivalent of the "my very best friend" speech Madoka makes to Homura in the anime. Sayaka only became aware of Kyoko's feelings ( whatever those feelings may be ) when she became part of the Law of Cycles. This provides a parallel with Madoka and Homura's relationship, where Madoka only became aware of Homura's feelings when she became the Law of Cycles itself. Sayaka expressing regret over leaving Kyoko is the equivalent of the "my very best friend" speech Madoka makes to Homura in the anime.

Big Badass Battle Sequence: The climactic battle with Homulilly. She summons an army of familiars... so Sayaka summons an army of her own. All while Kalafina's "misterioso" is playing.

Big Budget Beef-Up: A rare case with explanations, everybody except Madoka Homulilly, Homura's witch form from the PSP game , suitably upgraded from the game with a new dress and Nutcracker-themed familiars. Tiro Finale, now upgraded to a towering railway cannon built onto two separate trains that takes out multiple, building-smashing giant mooks in a single shot, and Sayaka's and Kyoko's combo where Oktavia wields a gigantic version of Kyoko's spear. Homulilly also counts: whereas Walpurgisnacht was an amalgam of multiple witches and Kriemhild Gretchen's power was boosted via Homura's resets, Homulilly is at least as powerful as the former and likely equal to the latter (since Homura was also subject to the same boosting from the resets), making her the most powerful natural-born witch in the series.

Big Eater: Kyoko. She's eating even while fighting Nightmares. And first thing she mentioned after defeating Hitomi's Nightmare? She's hungry after the whole Cake Song! Unlike the anime, this aspect of Kyoko's personality is played for cuteness.

Bittersweet Ending: On one hand, Everybody Lives , Kyubey gets a bigger shaft than he got last time, and Homura attains her goal of saving Madoka after failing beforehand Homura essentially becomes a God of Evil , destroys the Law of Cycles that Madoka created, and imprisons Madoka and suppresses her goddess powers, along with Sayaka's own new powers. Downer Ending: For Homura, unfortunately, as it is revealed she is torn up by regret for what she did.

Bizarrchitecture: Mitakihara starts off looking as it does during the anime series, but the architecture slowly gets weirder over the course of the movie, culminating in the reveal that the city is fake and just a massive witch's labyrinth .

Black Bug Room: Madoka reaches Homura's after punching through the outer shell of Homulilly's barrier. Within it, Homura is constantly reliving the pivotal timeline 3 where she mercy killed Madoka.

Blue with Shock: Homura actually does this when Bebe approaches her in her worm form at the beginning of the Cake Song.

Bodyguarding a Badass: Sayaka and Nagisa act as Madoka's helpers and, at times, protectors, even though the latter is a Physical God; though this is so that they can confound the Incubators' attempt to capture Madoka . Deconstructed by Homura, who decides to become an evil Reality Warper so that she can suppress Madoka's powers and become her guardian

Book Ends: The opening scene prior to the opening credits plays the song "Made dame yo" ("Not yet"). The post-credits scene at the end features a wordless, accordion-only version of said song titled "not yet". Homura is involved in another classroom introduction at both the beginning of the movie and the end of the movie.

The movie closes with the exact same sound of a projector running that bookended the entire series.

Boom, Headshot!: Homura does this to herself as part of her fight against Mami. It shocks Mami into letting down her guard, which is exactly what Homura intended: after all, magical girls don't have to worry about details like having half their head shot away , and Homura uses the same bullet to cut through the ribbon linking her to Mami, enabling her to stop time again on her own. Homura goes about with half her head still splattered in blood and brains, a not-very-subtle warning about her deteriorating mental state.

Boss Warning Siren: Homulilly 's appearance is major enough to cause a countdown like Walpurgisnacht's arrival. But instead of one magical girl facing down a hopeless fight, it is intercut with shots of her friends gathering to save her

Brainwashed and Crazy: Everyone sucked into Homura's witch barrier—including Homura herself—is brainwashed into living their ideal life. While Madoka has also lost her memories, she has actually done this consciously to fool Kyubey. Sayaka and Nagisa, meanwhile, keep their memories and are just playing along, as is Kyubey. For everyone except the veteran trio, the opening is a big game of make-believe so that the heroes don't notice anything's up with the villains, and vice-versa.

Break Them by Talking: Kyubey tries to talk Homura into summoning Ultimate Madoka . It backfires on him in the most spectacular way possible.

Breaking the Fourth Wall: The beginning of the movie has a sign saying "Welcome to Cinema." Midway through the film there's another sign that says "Do you enjoy the movie?" These messages actually have a kind of in-universe meaning. The first message appears when the first Nightmare arrives, and the Nightmares are later revealed to be intentionally harmless monsters meant to entertain the magical girls . In other words, the Nightmares are just part of a puppet show . The second message appears after Homura is asked if she wants to destroy the Lotus-Eater Machine she enjoys the false world.

Bridal Carry Madoka carries Nagisa and a couple of Pyotr like this in the Homulilly battle, away from an attacking Clara Doll.

like this in the battle, away from an attacking Clara Doll. Sayaka does this to Homura, after the former rescues the latter from being tied up with Mami's ribbons.

Brought Down to Normal Madoka , in the fake Mitakihara world , due to giving her powers and memories to Sayaka and Nagisa as protection, so the Incubators aren't able to capture her .

, in the , due to . By the end of the movie, Madoka is brought down completely, due to Akuma Homura suppressing her goddess powers. Also happens to Sayaka and Nagisa too. Although not explicitly stated, one interpretation is that Homura has created a world without magical girls, or a system where she takes care of the monsters herself, instead of having magical girls to do so.



Call-Back: The beginning of the movie after Madoka wakes up is one big reference to Episode 1 of the anime. Kazuko even calls on the same student.

Sayaka distracts Mami with a fire extinguisher at one point, like she did to Homura in Episode 1.

During the climactic final battle, Kyoko tells Sayaka that she had a dream where Sayaka died, but then admits that the dream was reality and the world they're in now is the dream. Meanwhile, Oktavia flies behind them. Not only does this refer to the scene between Madoka and Homura in the flower field (where Homura "claimed" to have a similar dream), it also refers to a scene in Kyoko's battle against Oktavia in the anime, where she begs God for a happy dream before she dies.

Not only does this refer to the scene between Madoka and Homura in the flower field (where Homura "claimed" to have a similar dream), it also refers to a scene in Kyoko's battle against Oktavia in the anime, where she begs God for a happy dream before she dies. At the end of the anime Madoka gives Homura her hair ribbon. At the end of the movie Homura gives it back. On that note, go back to the anime's first episode. Madoka decides to wear the red ribbon instead of a yellow one. At the end of Rebellion Madoka wears the ribbon not taken. And adding to that, when Homura re-ties Madoka's pigtails in the red ribbons, she says that they really do look better, referencing Junko's line in the first episode about the red ones being more attractive .

At the end, Sayaka's "I won't forget" echoes the final line of Homura herself from the original series.

Calling Your Attacks: Not only Mami now, but everyone except Homura does it too!

Canon Immigrant: Homulilly from Puella Magi Madoka Magica Portable. She got a complete redesign and a suitable expansion for the movie. Also, she's now the "Nutcracker Witch" instead of the "Witch of the Mortal World"... though the latter still fits the events of the movie. The changes to Homulilly may be justified by the fact that Kyubey was experimenting with Homura to bring about her witch form, or that Homura's source of despair shifted, which is very well possible, considering the events of the film.

Cell Phones Are Useless: Does a bit better than the TV series, where no one seemed to have anyone else's phone number; but even though everyone apparently has smartphones now, they are only used twice, and somewhat pointlessly. Hitomi calls Kyousuke from her house—could have used a landline for that—and Homura calls Kyouko at a critical moment, but it doesn't change the outcome (Homura is turning into a witch, and Kyouko is too far away to do anything about it) .

Cerebus Callback The "Luminous" opening of the first two movies featured Homura and Madoka sitting in two chairs next to each other, being completely adorable. During Homura's witch transformation , this moment gets twisted into a representation of Homura's feelings towards failing to save Madoka, with Madoka falling from her chair and dissolving before Homura can reach her. In The Stinger, Akuma Homura is seen sitting in the chair again... next to a cliff, under a half-moon. Then she gets up, dances around and purposely tilts off the edge of the cliff.

, this moment gets twisted into a representation of In The Stinger, Everybody gets thematic dance numbers as part of their extra whimsical Transformation Sequence this time around, with Homura doing ballet. When revealed as a witch, Homura's familiars channel her torment by reenacting The Nutcracker

The message from the end of the anime: "As long as you remember her, you are not alone". During the movie, Homura says that she began to think her memories of Madoka weren't real. In other words, Homura forgets Madoka, and she is alone.

Homura telling Kyubey about the way things were before Madoka's sacrifice at the end of Episode 12 is implied to be the reason why the Incubators try to take over the Law of Cycle .

. In the end of the anime's manga adaptation, Madoka welcomed Homura, back in her braids and glasses, to heaven. In the movie's manga adaptation, when Homura walks with Madoka to said heaven, her movie self, who is succumbing to her witch transformation, shoots her happier self in the head as symbolic rejection of Madoka's salvation.

Cerebus Syndrome: The movie starts out even Lighter and Softer than the anime pretended to be, then quickly delves back into the dark and Mind Screw themes that the anime was known for.

Chekhov's Skill: Mami's ribbons sure compliment Homura's power during their display of teamwork... which comes back to bite them in their duel-off.

Continuity Nod: One of the pictures of Bebe in Mami's house has her look exactly like Charlotte. Going by information given in the Witches' Booklet, this is supposed to be a picture of Bebe before she became her current form seen in the movie.

Recall in episode 1 of the anime, where Sayaka uses a fire extinguisher to distract Homura. In the movie, Sayaka uses another fire extinguisher to save Homura.

In the climatic battle against Homulilly , when Sayaka summons Oktavia and other witches' familiars, Sayaka is depicted in silhouette style with a blue outline, the same style as Elsa Maria's barrier form the anime. The locations even resemble one another, with the same white stained glass-like sky, and completely black land. Both times the monochromatic atmosphere is used to hide the extent of Sayaka's injuries, though the circumstances of said injuries are rather different. Sayaka pierces her heart with a sword as depicted on Oktavia's waist armor . Her pose when conducting the familiar army is the same as Holger, one of her witch's familiars.

, when Sayaka Sayaka is depicted in silhouette style with a blue outline, the same style as Elsa Maria's barrier form the anime. The locations even resemble one another, with the same white stained glass-like sky, and completely black land. Both times the monochromatic atmosphere is used to hide the extent of Sayaka's injuries, though the circumstances of said injuries are rather different. In the manga adaption, there's a scene where Sayaka strikes a pose with the words "I'm not afraid of anything anymore", a reference to a moment from episode 3.

Cooldown Hug Madoka to Homura, while the former gives the latter a You Are Not Alone speech amidst a field of flowers. She even starts braiding Homura's hair.

And from the ending, Akuma Homura prevents Madoka from reawakening her goddess powers by hugging her , in what is a darker Call-Back to the above scene.

Cool vs. Awesome We never really got to see what would happen if Homura and Mami threw down in the anime. Here, though, they stand off against each other in a gunfight of epic proportions.

In the movie's climax, we get to see the first-ever battle between witches: Homulilly versus Oktavia von Seckendorff and Charlotte, familiars included .

Coup de Grâce: In the fight between Homura and Mami, Homura catches Mami off guard and uses the opportunity to sever the ribbon that was preventing Mami from being frozen in time. Homura aims a gun directly at her soul gem... but can't go through with it, so she opts to shoot her in the leg. The Mami she shot at was a decoy, however, and then Mami spares her life in return after the decoy explodes into a mess of ribbons that ties up Homura.

Dancing Theme The intro has the other magical girls dancing around a despairing Homura. The Puella Magi Holy Quintet's transformation sequences are all different dances. The ending has Homura learning to dance with Madoka. In The Stinger, Homura dances alone.

In The Stinger, The magical girls all have a different dance in their transformation sequences: figure skating for Mami, Bollywood for Kyoko, hip-hop for Sayaka, interpretive dance/ballet for Homura, and para para for Madoka.

Darker and Edgier: Despite the sugary Fake-Out Opening, the movie shows itself to be even darker than the anime, as it deals with the powerful, seemingly unbreakable heroic Homura being broken to the point where she can't help but go insane and become a God of Evil , usurping Kyubey and the previous benevolent goddess Ultimate Madoka and stripping her of her powers.

The Day the Music Lied: Homura is saved from being damned by the Law of Cycles forever, Ultimate Madoka descends with her heralds Sayaka and Nagisa , and an arrangement of the calm and beautiful Sagitta Luminis plays... then the music stops, followed by the love-corrupted Homura usurping and kidnapping Ultimate Madoka, and rewriting the entire universe.

Deadpan Snarker: Kyoko has a few moments like this. (to Kyubey) "Huh. I had no idea you could talk."

Death Is the Only Option: Homura, after finding out Kyubey's plan to capture Madoka and use her to bring back the old system, decides to become a witch and urges the magical girls to kill her, in order to prevent Ultimate Madoka's arrival.

Deconstruction: But of course. Tears into The Power of Love even more than the anime. invoked On a more meta level, it also deconstructs a lot of the elements that the fanbase tends to focus on, such as the Les Yay subtext, memes, and the slice-of-life aspects of the show. The ending is especially brutal in its tearing down of the expectations that fans have toward the series.

Demoted to Dragon: Kyubey becomes this to Akuma Homura by the end of the movie.

Demoted to Extra: While in the anime, the girls' screentime was relatively balanced, the movie is significantly more Homura-centric. Although it allows for developing Homura, it significantly reduces the influence of the other girls. See also Flat Character below.

Destructive Romance: By the end of the movie, Homura's relationship with Madoka can be adequately described as such — ultimately, both really do more to hurt each other (both intentionally and unintentionally) than help each other as a result of their clashing natures (Madoka's idealism and selflessness versus Homura's cynicism and selfishness). It helps that Madoka is essentially God and Homura is essentially the devil .

Does This Remind You of Anything?: An early scene has Sayaka getting annoyed at Kyoko because "I offered to help you with it when we got home. It's your own fault for bailing to go watch TV!" They're talking about homework, apparently. Sayaka herself lampshades this after Kyoko's retort: Kyoko: "There's never any time to have fun!" Sayaka: "Oh yeah? Well, no one ever said having fun was gonna be part of the deal!"

Dramatic Wind: Homura's dramatic hair returns from the anime. And oh lord, is it most certainly dramatic this time around. One joke says that one could easily rename Rebellion to Homura's Dramatic Hair: The Movie and it would still be accurate.

Dueling Messiahs: Akuma Homura states that should Madoka continue to prioritize her duty and selflessness over her own desires, she and Homura might end up becoming enemies.

Earn Your Happy Ending: Homura, after being put through so much hell, finally gets to save Madoka. Heck, even the other characters get in on it: the movie ends with every single character alive, well and happy, including Nagisa, and Kyubey getting a long-overdue dose of Laser-Guided Karma . Of course, considering the methods Homura used to earn said happy ending, ie breaking Madoka off from the Law of Cycles and erasing everyone's memories without their go-ahead, whether the cost was worth it or not is an argument for the ages. The ending hints at Homura rewriting the world to help the other magical girls as well: Kyoko and Sayaka seem to be getting along quite well, and Mami is seen with Nagisa.

to help the other magical girls as well: However, there are also implications that Homura is not truly all that happy with what she has done, given she had to strip Madoka of her freedom and memories, and as a result is without Madoka's approval. This potentially adds a new light to her line about how she and Madoka will become enemies if they continue to follow opposing paths: the selfish and desirable path (Homura) and the selfless and dutiful path (Madoka).

This potentially adds a new light to her line about If you really want to take the glass half full route: Homura did exactly what none of the other girls could. She set the universe right. Gave the girls all a chance at living the lives they want... even Madoka. She put down the Kyubey threat once and for all. Lastly, she (presumably) solved the entropy problem.

Elite Mooks: The Clara Dolls, the strongest of Homulilly's familiars. These fourteen (there's a fifteenth, but she's just a poster) Slasher Smile prone familiars have different hairstyles, clothes, and names based on what emotion they express. They have the most scenes together with Homura before, during, and after her transformation into a Witch ; when finally they get down to the battlefield, they make their entrance by ripping through the army of Anthonies like it's nothing and clashing with the magical girls on an even ground with their skill and teamwork.

Enhanced on DVD: As expected from SHAFT. The home video release changes and adds to the visuals. Notably, they added a lot of rainbows in places where there previously weren't any.

Epiphanic Prison: We get a haunting and terrifying look at what becoming a witch is like from the inside. The trope is actually twisted around a bit. When Homura realizes that she's in her own witch's barrier as part of an experiment by the Incubators, she doesn't actually escape. Instead, she lets herself fully transform into her witch form (Homulilly). It's up to the other magical girls to break Homura out of her partially self-imposed prison. The kicker? Homura, changed by her experiences in her barrier, decides to create a world where the other magical girls live happy, normal lives... essentially putting them in a new epiphanic prison! The end of the movie also suggests that Homura has been in one of these since the anime, and nothing has really helped her escape.

Eternal Recurrence: The ending indicates that Homura cannot suppress Madoka forever, but once Madoka does remember her godly powers and put the universe back to normal, Homura will once again work to recreate her ideal world with a non-ascended Madoka, and so on indefinitely.

Everybody Lives: The ending essentially has Homura hijack the system so hard that she is able to make a world where everyone lives and leads a happy life. However, Sayaka, telling from her dialogue, prefers Madoka's ending, at least before her memories get erased.

Everyone Is a Suspect: They're in a witch barrier and Homura ended up accusing everyone of it. It was Homura herself .

Exact Words: Madoka wished to erase all witches before they were born. Homulilly exists because she's still in Homura's soul gem; in other words, she hasn't been born yet. Oktavia and Charlotte were never truly born, but were absorbed into the Law of Cycles along with Sayaka and Nagisa, which is why Sayaka can summon Oktavia and Nagisa can become Charlotte. She also wished to do so with her own two hands (at least, in the Japanese version). Hence why she's powerless to do anything when Homura reaches out and grabs her hands just short of the Homura's soul gem .

. If Kyubey can block the Law of Cycles, then why does he keep Homura's soul gem from becoming a grief seed? Simply put, he can't do one without the other, until he can observe the Law of Cycles.

Homura's wish was to be powerful enough to protect Madoka — and for them to essentially switch roles. Boy, did she get it.

Expy: Design-wise, Nagisa is one to Yuno and Nazuna.

FaceHeel Turn: Homura becomes a full-blown Lucifer-analogue by the end of the movie

Faceless Masses: Intentionally used to show the fact that this world is an illusion in a witch's barrier. Oddly enough, Nakazawa, that one poor guy who keeps getting called on by their teacher, is the only character completely irrelevant to the plot of the series as a whole to retain his face. It's actually foreshadowing: the scene happens at the beginning of the movie, while the masquerade of the witch barrier is still intact , and everyone in the class had a face. The crowds start to be represented without a face after a month passes, just after Homura starts feeling that something is wrong, marking the first cracks in her self-inflicted illusion.

Fanservice: A lot of elements from fanon are stuffed into the movie, such as the group living a happy life and Charlotte and Kyubey being friendly mascots, though they're all deconstructed and/or played for drama. There's also a load of typical Male Gaze fanservice stuffed in, especially during the first thirty minutes and with Akuma Homura .

Fake-Out Opening: Of In Medias Res, from the beginning — "Hmmmm, Sayaka, Madoka and Kyoko are all going to school together? And we're being introduced to a glasses-wearing Homura who said she just woke up from the hospital? And what's this — all five magical girls are fighting together? Is this taking place in a past episode 10 alternate timeline?" Nope, the film's a direct series continuation .

Fate Worse than Death: The Incubators are now forced to serve Akuma Homura, or else...

Faustian Rebellion: Homura's been running one since the beginning against Kyubey, but the weasel has always managed to stay one step ahead of her. Come the end of the movie, she manages to clinch it by becoming an even badder Devil than he is.

Finale Movie: The film serves as an epilogue to Puella Magi Madoka Magica, though it is left open-ended in case the creators decide to continue the story further.

Flanderization: Unlike in the series, Kyoko's Big Eater tendencies are played for laughs and cuteness, and apples are now her Trademark Favorite Food rather than one of many. This is justified; Kyoko has been given Fake Memories

Hitomi acts shallow, whiny, and petty, similar to how some fans portray her (though to be fair, the dialogue hints that Kyosuke never spending time with her in favor of his violin practice is a very recurring problem: an entire month has passed between the time Madoka notes the relationship problems between the two and the point Hitomi actually succumbs to her Nightmare, and it's hinted to have been going on even longer than that. And she actually handled it with a good amount of maturity: she holds her temper, only venting after hanging up rather than bitch at him over the phone) This is justified for the same reasons as Kyoko, and it also shows just how utterly ridiculous this fan portrayal is.

Homura is debatably this. She is now fixated on Madoka to the point that she loses her sanity, kidnaps and brainwashes most of the cast and later becomes a God of Evil due to her love for her. Whether this is in character, how much of this is intentional, and whether at least some part of it is Homura acting, depends on how you view Homura, and how much you've been paying attention to her actions in both the movie and anime (see Foreshadowing ).

Even Kyubey fell victim to this. In the original series, he was an Anti-Villain who made a lot of fair points to the human cast - his rationality wasn't just an Informed Ability. And while it is very much in character for Kyubey to try to restore the original witch system , his dialogue in Rebellion makes him sound like a Straw Vulcan, particularly "THIS IS SO ILLOGICAL!" in the English dub .

Flower Motifs: The posters included with advance tickets for Rebellion's initial screening feature each member of the Holy Quintet surrounded by flowers: Madoka is surrounded by deep red roses, whose petals and thorns symbolize the blood of Christ as well as intense love.

Homura has white daisies, which represent wistful love, innocence and purity.

Mami stands in front of yellow irises, which represent communication and connection (fitting for her magical ribbons), as well as passion.

Kyoko presents craspedia: cheerful, common flowers which symbolize good health.

Sayaka gets borage, which represents courage and bluntness.

Foreshadowing: Right after Homura's opening speech, we are being shown what looks very much like a witch's barrier. The truth is far worse, as the entire Mitakihara City we see is in fact a witch's barrier .

. The opening. The girls are all having fun, happy times, playing and generally being cheerful. Then Madoka reaches a hand out to Homura, and as Homura reaches back for her, Madoka turns into sand. Homura falls into despair, kneeling and crying, as the other magical girls dance happily (and unaware) around her. And then a black-winged silhouette bursts from Homura's shadow...

Also during the opening, there is a shot of Homura, wearing a long frilly dress that hides her feet. Late in the shot, she rotates to float upside down, making her resemble Walpurgisnacht somewhat. Guess what Homura is in the process of becoming during the movie...

Take a look at the full lyrics of Colorful. We laugh together in the cycling time, yet we hold different thoughts

So let's start again from scratch

If I reach out my hand and grab yours

to keep the fleeting miracle that I reached from collapsing

Look, you'll stay by my side forever... Not to mention that part where it says "You touched my heart and it shined, turning so colorful". At the end of the movie, Homura's soul gem does indeed turn colorful, out of her unhealthy love for Madoka.

At the very end of the opening, it shows Homura kneeling amidst some ruins in a desert, crying. When Homulilly's Labyrinth is destroyed, Homura's body and Soul Gem/Grief Seed are shown in that exact location, surrounded by countless Incubators.

The opening scene is a slow close-up of Homura's Soul Gem. The viewer may at first think it's a poetic device during the initial narration, but it's actually telling you the entire plot: This movie is happening inside that Soul Gem.

Kazuko's discussion about the end of the world approaching. She mentions several ways it might happen. The "world" ends when Homura's labyrinth collapses, then the whole universe ends when Homura takes control of it, and she mentions to Sayaka that she may destroy it a third time.

Each magical girl has a different Leitmotif during their transformation sequence. Homura's is the odd one out, with a wind instrument being the most prominent instrument, rather than the violin that accompanies everyone else. It also sounds kind of sinister.

During the transformation sequence, each magical girl has a different dance motif. Homura's is ballet. The first Nightmare fought also likes to do ballet.

Against the first Nightmare, there are details that only Homura should know even after the series' finale; when the Nightmare charges through a door before the magical girls feed it, glimpse of environments from several witch barriers (Patricia's blue sky and clotheslines might be the most glaring) seen in Homura's Origins Episode appear. Also, the left middle finger of the hands that control the Nightmare's movement is covered in some sort of sheath and at its base is a ring. The magical girls, including Homura, turn their soul gem into a ring on their left middle finger. In short, the Nightmare is controlled by a magical girl.

Against Hitomi's Nightmare, when Sayaka remarks that Kyosuke is such an ungrateful boyfriend and Kyoko calls her out for being surprisingly cynical, Sayaka says she learns from "experience". In fact, Sayaka in general is a large source of foreshadowing; she's calmer and wiser, also carrying herself with confidence and experience that she doesn't possess in the series with none of the angst. She's one of Ultimate Madoka's secretaries that came after being ushered by the Law of Cycles, possessing knowledge of the witch universe.

Nightmare, when Sayaka remarks that Kyosuke is such an ungrateful boyfriend and Kyoko calls her out for being surprisingly cynical, Sayaka says she learns from "experience". In fact, Sayaka in general is a large source of foreshadowing; she's calmer and wiser, also carrying herself with confidence and experience that she doesn't possess in the series with none of the angst. After Hitomi's Nightmare, all the non-named characters are rendered without a face, while at the beginning everyone had one. The fact the shift (marking the first cracks in the illusion) happens only after Homura starts feeling that something isn't right is the first hint that she's somehow connected to said illusionary world, and later that she's the witch generating the barrier.

Nightmare, all the non-named characters are rendered without a face, while at the beginning everyone had one. When Homura convinces Kyoko to test her theory by checking Kazamino, in the background there are girls in funeral garb sitting around a street musician in the usual witch-like cardboard cut-out style. Not only it's a sign that the story takes place inside a Witch barrier, those girls are Homulilly's elite familiars. Their behaviors are mirroring Homura's state of mind, and most of Homura's true intentions in the ending are coming from them.

In the tea party in Mami's house before Homura and Mami have a violent confrontation, when Mami walks to the kitchen to make more tea, you can see her yellow ribbon trailing behind her when she walks behind Homura.

Pay close to attention to what Bebe says — not the subtitles, but the actual sounds she's making — when Homura begins to interrogate her. She clearly starts saying "Kyubey".

She clearly starts saying After Homura monologuing her dislike of Mami's Stepford Smiler tendency to hide her fragile mind, and by proxy becomes an obstacle to her mission of saving Madoka, Bebe pleads to her to stop holding her grudge, instead of being clueless like she usually is. Like Sayaka, Bebe — or Nagisa, to be precise — is another of Ultimate Madoka's secretaries.

Homura's familiars can be heard chanting "Gott ist tot!", a quote from Friedrich Nietzsche about how humanity killed god and has to become god thyself . Cue the end of the movie...

familiars can be heard chanting "Gott ist tot!", a quote from Friedrich Nietzsche about how . Cue the end of the movie... Included in the runes, naturally. Not only are the Nightmares' backgrounds full of ballerinas, their accompanying runes spell out Homulilly as this world's creator. During the Transformation Sequence, Homura's runes don't spell out her name, but instead her pleas for death.

During the Transformation Sequence, invoked The Cake Song. A sweet dream begins when Madoka is split, like a melon. More details on the Fridge page under Fridge Brilliance.

The Cake Song. A sweet dream begins when More details on the Fridge page under Fridge Brilliance. Pay very close attention to Homura's conversation with Madoka in the flower field. No, Homura is not upset Madoka cares about other people . Homura is upset to find Madoka never would want to sacrifice herself the way she did at the end of the anime. In fact, she changes her mind about accepting Madoka's sacrifice, which leads to the events at the end of the movie. It becomes especially cruel when you realize that the illusory world's Madoka doesn't have the memories of the real one , and thus doesn't know why she would ever make such a sacrifice when Homura asks her about it, as well as the fact that Homura (unintentionally or otherwise) left out a lot of essential details anyway.

There are numerous scenes when Kyubey enters and Bebe shoots him a hostile look or even growls at him. It may look like some kind of jealousy or rivalry between the two, but Kyubey is an enemy to Nagisa, and she is trying to put a stop to him. .

. This line from Witch! Homura to Madoka basically tells you the entire ending. " I just wanted you back with me. I didn't care what I had to do... I'd commit the worst sins for one more chance. Even if it turned me into a monster, it wouldn't matter. As long as I could have you back. " During Homura's verse for The Cake Song, when it cuts to Sayaka she's singing alongside Homura. Kinda like she's helping her out, don't you think?

Freeze-Frame Bonus: After Homura becomes a demon , Sayaka can be briefly seen with her fingernail tattoo and soul gem ring still in her hand, minus runes, which suggests her powers may have been sealed .

, Sayaka can be briefly seen with her fingernail tattoo and soul gem ring still in her hand, minus runes, which suggests . Homura's transformation sequence includes extremely brief flashes of witch runes.

Funny Background Event In the intro fight against a nightmare, Madoka sneaks into a troupe of ballerinas unnoticed.

The background ballerinas accompanying Nightmare Hitomi keep channeling her frustration by sparring each other.

keep channeling her frustration by sparring each other. Kyoko makes a happy dance when Mami invites everyone for tea and cake.

Somewhere between funny and unsettling, the new drinking cups that keep appearing on the table between Homura and Kyoko. It's just as possible Kyoko has been continually chugging through their conversation or the nearby, whispering Clara Dolls are trying to keep them pacified.

Mami's upgraded Tiro Finale is so massive, not only does the mountainous fruit parfait piled on the cannon go flying, poor Nagisa ends up getting tossed by the blast: when next you see her she has her Bebe face on, with a dazed, googly-eyed expression .

Gainax Ending: It's a bit of a mixed bag. On the one hand it's pretty clear what Homura has done — she's changed the universe so that Madoka, Sayaka, Kyoko, Mami and Nagisa would have better lives and second chances. On the other hand there's a lot left ambiguous. What else has Homura changed? Do magical girls still exist? What is Homura planning? Was she right in her actions? And what was going on with The Stinger

Gambit Pile Up: The whole climax of the movie. Kyubey set a Honey Trap with Homura, on the verge of becoming a witch, for the Goddess Madoka to come and purify, with Homura effectively under a microscope, allowing him to watch how the Law Of Cycles works. Sayaka then reveals Madoka had voluntarily removed her link to the Law Of Cycles, passing it on to Sayaka and the restored Nagisa, and promptly breaks Homura out of Kyubey's grasp, nullifying his plan completely. Homura then gets the final victory, by sealing off both the Law Of Cycles and Kyubey from the world, and resetting Madoka herself.

God of Evil: Homura, by the end.

Gone Horribly Right: Kyubey wanted to see what would happen if he turned Homura into a witch. He got more than he bargained for. Way more.

Gratuitous German: For those who care to decode the magical runes.

Gun Fu/Gun Kata: The glorious battle between Homura and Mami. Or rather, the glorious battle between Homura and a Doppelgänger of Mami, made entirely of Mami's ribbons.

Hannibal Lecture: Kyubey gives one to Homura. It wasn't a good idea. Shut Up, Hannibal!: Homura 's first response. The second one is much worse... for Kyubey .

Happy Ending Override: Probably. Though Homura has stopped Kyubey and the Incubators from doing any other harm, and brought everyone back to life, normal and happy once more; she has effectively become a Buddhist -esque version of Lucifer , creating a new universe and imprisoning Madoka within it while suppressing Madoka's goddess powers. What changes she's made to the new universe and magical girl system are unknown or left ambiguous.

Happy Dance Homura does one (though the "happy" part is debatable) in The Stinger. Not far from her lies a severely wounded Kyubey, heavily breathing and with clouded eyes.

Kyoko does one at the prospect of Mami treating the team to tea and cake.

Headbutt of Love: Sayaka to Madoka, before Madoka goes to pick up Homura. Madoka also does a similar bump to Homura in the OP.

Here We Go Again!: After the opening credits, we get the latest version of Homura's classroom introduction. The ending Book Ends it with yet another variation using Madoka.

Hijacked by Ganon Repeatedly. At first, the crew battles "Nightmares", which didn't exist in the series. In reality, they're all in Homura's witch labyrinth due to yet another Incubator scheme. And by the end, Homura has regained the dubiously antagonistic status she had in the beginning of the series.

Subverted by Nagisa/Charlotte, Homura's first suspect in the witch hunt. She is a witch, but she's one of the good guys this time .

Hijacking Cthulhu: By the end of the movie, Homura is in complete control of the Incubator infrastructure . It can be said that the hijacker is also a Cthulhu herself.

Hoist by His Own Petard: Kyubey, you really had it coming.

Holding Hands: Sayaka and Kyouko do this during the Homulilly fight.

Hope Spot: After the Incubator seal breaks up and Madoka contacts her, Homulilly's tree-like brain blossoms into a beautiful sakura tree , anticipating her imminent salvation and the safe happy ending. Then weird things happen.

Hourglass Plot: In a disconnected sort of way. By the end, Homura has become the devil, and Madoka has become a meek transfer student, just like past Homura in both the beginning of the movie and the first timeline of the anime.

Humans Are Cthulhu: Let's break it down: The Incubators have great powers but don't really comprehend human emotions, the source of magic and their major fuel source for ending entropy. The Incubators are aliens beyond human comprehension, but are themselves toying around with something beyond their comprehension. Madoka becoming an intangible god was bad enough, but Homura turning into an all-too-real devil to rewrite the universe using the power of love blows their minds. Kyubey says "Human emotions are too dangerous!" in the closest he's come to an emotional breakdown, and if they had no concept of terror before (due to their infinite respawn abilities), they certainly do now, as Homura has infinite power to crush their infinite bodies.

Hypocrite: Homura tells Kyoko to stay low and keep quiet, as to not draw the attention of the witch and her familiars ... and then proceeds to take apart her glasses and braids in an incredibly and unnecessarily dramatic way. She then goes on to attack Bebe, the suspected witch, head on, resulting in a climactic battle with Mami that flattens an abandoned church and riddles a large portion of the city with bullet holes.

"I Know You Are in There Somewhere" Fight: The girl's fight with Homulilly. They don't actually try to attack her; instead they hold off her familiars and attacks while they try to bust through her barrier and Kyubey's isolation field. It works. But whether it worked exactly as it was supposed to is up to debate. Earlier, the girls defeat Hitomi's Nightmare in the same manner, with Sayaka calming her down.

Imperial Stormtrooper Marksmanship Academy: The gunfight between Mami and Homura has none of the characters being hit at all.

Innocent Cohabitation: With the escalating Ho Yay between them, Kyoko living with Sayaka counts as a same-gender example.

Insert Song: When the Puella Magi Holy Quintet begin engaging Homulilly , Kalafina's "misterioso " ("Mysterious") plays.

Invincible Hero: They're all inside Homura's Lotus-Eater Machine Sayaka, and Nagisa are all Physical Gods, making the final battle against Homura's witch and the Incubators seem rather one-sided. But this all gets flipped on its head when Homura takes Madoka's powers to become a demon, and effortlessly overpowers her former angels, leaving Madoka herself (if she regains her memories) as the only plausible threat to her.

Ironic Echo: When Madoka made her wish, Kyubey asks if she intends to become a god; she replies by saying she doesn't care what she becomes, as long as her wish gets granted. Homura says she doesn't care what form she takes, just before she ascends to become Akuma Homura.

Ironic Hell: For the Incubators in the end — they are subjected to the despair and tragedy they created — and for Homura, who finally gained the power to protect Madoka, but seemingly didn't want to acquire this power in such a sadistic and selfish way, or have to force it upon Madoka in the way she did.

Irony In the middle of the movie Homura mentally berates the unknown person who trapped the magical girls in her witch barrier. She thinks that the magical girl responsible abandoned her duty to fight wraiths out of weakness, and is making a farce out of Madoka's sacrifice. She even says This Is Unforgivable! twice. Soon after, Homura learns that she was the witch all along and it's suggested they're throwing them at a picture of Ultimate Madoka, and/or Homura herself. The implication is that Homura resents Madoka's sacrifice despite talking about how important it was, and regrets letting her do it, even though she tries to destroy herself to prevent Kyubey from undoing it.

She even says This Is Unforgivable! twice. Earlier there's a scene where Sayaka asks Homura if the witch who created the Lotus-Eater Machine is such a bad person for wanting to create a world where the five magical girls can be happy. When Homura actually creates this world at the end of the movie, Sayaka is furious.

Homura has a moment as she reflects rather condescendingly on the Mami that she knows: always putting on a strong front and pushing herself harder than she should to make up for her crippling loneliness and personal issues. She fights Mami immediately afterwards, and gets her head handed to her: Mami doesn't have those issues in the illusory world.

Journey to the Center of the Mind: One might say this is one of the tricks the movie plays on the viewers. Homura's quest to break out from the witch's barrier ends in the realization that she is the witch in question a journey through her own subconscious . Normally, a journey like this leads to the character finding some great insight about themselves that gives them a positive Character Development. Indeed, Homura does learn a great insight about herself... but that insight is that she can't accept Madoka's sacrifice, and would do anything to undo it . This leads to Homura accepting her true desire and working to make it a reality.

Kick the Dog Kyubey to Homura. He gets a suitable punishment for it later.

He gets a suitable punishment for it later. And, depending on how one views it, Homura usurping Madoka and rewriting reality later on.

Kick the Son of a Bitch: Hands up who thought Kyubey and his fellow Incubators fully deserved that.

Knight of Cerebus: Surprisingly, Homura is this despite acting as a heroic character at first . As soon as she takes off her glasses and adopts her badass Anti-Hero persona, the movie's tone shifts dramatically and slowly starts its descent downhill.

Laser-Guided Amnesia: Kyoko and Mami in the dream world, with Sayaka and Nagisa playing along to fool Kyubey. In the new universe at the end, Akuma Homura does this to everyone; including Sayaka and Madoka. It happens slowly for Sayaka, and Akuma Homura implies it will fade into Wistful Amnesia . Madoka also seems normal... but then her eyes turn gold and she tries to rejoin the Law of Cycles. Akuma Homura quickly puts a stop to it.

Late-Arrival Spoiler: In addition to promo blurbs spoiling the anime's ending, a Blu-ray trailer released while the movie was still playing in Japan blatantly reveals the big twist at the end of the movie. Not to mention said twist being splashed all over all magazines and official art not long afterwards.

Leitmotif: Each magical girl preserves her own theme song; most notably, they all are given a Theme Music Power-Up in the Transformation Sequence, turning originally somber themes like Sayaka's "Decretum" and originally darker themes like Kyoko's "Anima mala" into something more soaring and triumphant.

And for Rebellion specifically, it is "Mada dame yo ".

Lighter and Softer: It's easy to cite the first half as thus, and for good reason, but the entire movie is lighter and softer. While the second half starting from the reveal that the world is a Lotus-Eater Machine isn't what one could call lighthearted, and has more than its fair share of tear jerkers and nightmare fuel, it never hits the level of 'miserably hopeless' that the anime did. Just compare the fight against Walpurgis and the fight against Homulilly. While Walpurgisnacht had a lone magical girl fighting what everyone more or less knew was a hopeless battle, complete with ominous, downbeat music, Homulilly is on the receiving end of what could almost be called a Curb-Stomp Battle by multiple magical hirls working in sync, with upbeat, triumphant music. For a moment, it looked as if the only one to die in the movie would be Homura, and while her death would have landed the story a Bittersweet Ending , she would have ascended to heaven with Madoka had it played out as intended: a much better fate than turning into a witch. And while the morality of Akuma Homura's actions are ambiguous at best, it's hard to argue with all the characters alive and well and the previously-untouchable Kyubey reduced to a quivering wreck. It actually makes a bit of sense the more one thinks about it: unlike the anime, in the movie the good guys have the Anthropomorphic Personification of Hope backing them up.

Look on My Works, Ye Mighty, and Despair!: A personal one for Madoka. She did the impossible: she rescued all of the magical girls that became witches, destroyed all witches in general, and changed the system for the better. At first it looks like she was the only girl who didn't fall prey to naivete and took her time instead of rushing into things like her friends, and finally defied the No Good Deed Goes Unpunished that went on for so long... only to be betrayed by her own best friend and for her wish to come crashing down.

Lotus-Eater Machine Fake-Out Opening. Most of the movie takes place inside Homura's Mental World , facilitated by Kyubey and his fellow Incubators. Mami and Kyoko are real, however, as Homura's imaginary world is a witch barrier. Additionally, Madoka, Sayaka and Nagisa — the latter two being dead magical girls (Ultimate Madoka's secretaries) Madoka brought along as backup — also entered this world to help Homura. According to Kyubey, those who get sucked into this world get to live the lives they longed for, hence the Lighter and Softer The fact that Homura's barrier contains varying kinds of fanservice suggests that it is a lotus eater machine for the fans as well.

The world Homura creates at the end of the movie, despite being "real", is suggested to be one of these — at least in the Buddhist sense. Emphasized by the runes that appear before the credits; they translate to "Who is dreaming?" (Although in the home video release this was changed to "Who has dreamt?")

Love Makes You Evil: Homura's love for Madoka drives her to become the devil.

Mayan Doomsday: The subject of one of Kazuko's rants at the beginning of the movie.

Meaningful Name: The movie title, Rebellion refers to several things in the movie. Firstly, Homura rebelling against this bizarre non-world; secondly, the magical girls rebelling against the Incubators ; but thirdly, and most importantly, Homura rebelling against Madoka's wish made at the end of the anime, because she can't accept life without Madoka, nor a life that doesn't consist of her protecting Madoka .

Memory Gambit: Ultimate Madoka entrusts her memories to Sayaka and Nagisa in order to fly under Kyubey's radar, as the trio carry out their mission to save Homura. She succeeds. Transferable Memory: Later, Madoka's memories (and goddess powers) are separated from her person by Homura in order to imprison her.

Mental World: The peaceful, happy Mitakihara is actually all a dream of a comatose Homura, thanks to Kyubey's meddling.

Mentor Mascot: Kyubey has become this. He's cute, he's cuddly, he's helpful and he cares about the girls. It's all part of the act.

Million Mook March: Homulilly 's army of familiars, which appropriately resemble soldier versions of glasses-and-braids Homura.

Mind Rape: It's suggested that Homura does this to Kyubey in The Stinger.

Mind Screw: The original series featured a mostly understandable, though still complex, plot with somewhat screwy Eldritch Locations and a few other scenes of bizarre imagery. Rebellion, on the other hand, is filled with strange and confusing visual effects and not-quite-symbolism with some really weird representations of Homura's psychology.

Modesty Towel: Mami Tomoe is briefly shown in a towel after getting out of the bath. Then she hears a Nightmare is on the loose, tugs her towel loose aaaand... Scene Transition to the battlefield, where she's fully clothed.

Mood Whiplash: As described above under Foreshadowing, the opening. Starts off light, happy and fluffy, and then Homura falls into despair, turning the opening depressing and foreboding.

Move in the Frozen Time: During the big shootout, Mami was able to nullify the effects of Homura's time-stopping abilities on her by tying one of her ribbons around Homura's ankle, connecting her to Homura and allowing her to move freely. When Homura destroyed the ribbon, Mami was frozen like everything else. This is explained as working because Mami gained her ribbon powers because she was dying and her wish was to "connect with life", so she might be able to pull off that trick where others can't.

The Movie: The final part of the trilogy of movies.

Never Trust a Trailer: An early trailer showed Homura putting a gun to her head. This was topped when a later trailer showed Homura breaking her own soul gem in her mouth. The first instance was a fake out, while the second was even less trustworthy. The scene in the trailer showed Homura's soul gem colored purple, but when that scene happens in the movie proper the soul gem is... tripping colors. This was probably to hide the context of the scene, where Homura becomes the devil itself.

Nice Job Breaking It, Hero! At the end of the original anime, Homura tells Kyubey about how things were originally, with the Magical Girls turning into Witches. Kyubey remarks that the such a theoretical system sounds far more efficient than the current system of Wraiths. The bulk of the movie is an attempt by the Incubators to seize control of the Law of Cycles using Homura's despair-corrupted soul and return things to the way they were before Madoka became a deity.

If only the other magical girls hadn't saved Homura from her witch form , and killed her like she wanted , then Homura wouldn't have had to force her hand and take over Ultimate Madoka in the ending .

Nice Job Fixing It, Villain!: Oh, Kyubey... you almost feel sorry for him by this point. The movie makes it twice that he's ended up shooting himself in the foot, and this time makes Madoka's Wishplosion from the anime look like a mere slap on the wrist!

Not Quite Saved Enough: Played with. In case of Madoka : so be it Homura's mission is to save Madoka from being manipulated by the Incubators. While Madoka has become an abstract concept and thus out of the Incubators' reach, she must interact with magical girls to save their soul. During the events of the movie, Homura learns that the Incubators might figure out how to trap Madoka the concept and exploit her again, and she comes to believe Madoka is not actually happy with being a magical girl messiah. She then takes drastic measures to make sure Madoka is saved for all eternity. This includes hijacking the Incubators and damning herself from Madoka's grace. If she has to keep being the devil forever

: In the case of Homura : knowing that the Incubators are trying to exploit Homura's dying to trap her, Madoka goes with her secretaries to manipulate events inside Homura's mental world to avoid Incubators' trap while still saving Homura. They succeed, but they certainly don't expect Homura of all people to hijack the proceeding ...

Not Using the "Z" Word: Inverted. The girls had always been "magical girls," but this movie is the first time someone in the show has actually spoken the words "puella magi". Probably a gentle nudge at the fanbase, which (thanks to the franchise title and gg's TV subs) often use "puella magi" to refer to the magical girls, despite official sources and manga using only magical girl.

Nothing Is the Same Anymore: Where do we start? Homura overthrows Ultimate Madoka, changes her into a normal schoolgirl again, then rewrites the universe and forces the Incubators to do her bidding.

Obfuscating Stupidity: Both Kyubey and Bebe act like cute little simple-minded pets, for different reasons in order to avoid looking suspicious in the happy-sappy dream world . Due to how distractingly different he acts, it's easy to miss that Kyubey is sticking to Madoka like glue. Likewise, Bebe snarling at him blends in with all her other random, simple-minded actions. When Homura asks Mami about when Bebe came to her, Bebe is worried. This is also the first time the movie has a full-screen close-up of Kyubey to show he is listening.

Oh, Crap! An amusing example when Hitomi's Nightmare starts throwing off huge cartoon sweat drops as the Cake Song nears its end and it realizes it's about to be defeated.

Homura has Mami dead to rights after their battle, and decides to shoot her in the leg to incapacitate her. She does so, and "Mami" explodes in a tornado of ribbons. Homura has enough time to panic and fire uselessly into them before she's bound head to foot.

Sayaka throws Homura off guard by quickly turning around to face her, interrupting her own monologue, and jamming her sword into her buckler to prevent her from stopping time . Homura looks truly fearful when she sees that Sayaka has her completely defenseless, exemplified by the fact that she hasn't had to face off with an experienced Sayaka before.

. Homura looks truly fearful when she sees that Sayaka has her completely defenseless, exemplified by the fact that she hasn't had to face off with an experienced Sayaka before. A tremendous one from Homura when gutwrenching. Madoka tells her that she would never want to hurt her friends by leaving them behind. Up to this point, Homura was honoring her friend's sacrifice because she believed it made Madoka happy, though she herself was not entirely okay with it: as long as Madoka was happy, Homura would be content. With this revelation, Homura realizes that she completely and utterly failed in her mission, and as far as she could tell there was nothing she could do about it. The look on her face is

Kyubey sees his entire plan going awry thanks to Homura and is terrified. And for him, it only goes worse from here...

sees his entire plan going awry thanks to and is terrified. And for him, it only goes worse from here... Ultimate Madoka herself as she realizes what's about to happen to her courtesy of Homura.

Sayaka gets one when Akuma Homura erases Oktavia , her ace in the hole, along with all her memories, by simply clapping her hands.

Ominous Owl: A flock of them show up when Homura confirms she is is the witch .

Out-of-Genre Experience: The opening puts all the characters in a straight Magical Girl Warrior series. The five girls proclaim themselves to be the "Puella Magi Holy Quintet" in Gratuitous English, Kyubey talks in Pokémon Speak, and Charlotte has become another mascot the characters call Bebe (though she still has use of her caterpillar form, making her as deadly as ever). Although all the girls and Bebe (who is actually Nagisa) are real, this all happens inside Homura's dream world within her soul gem, and sets the real events of the movie into motion.

Pet the Dog: note making so Sayaka and Madoka don't know each other to start off with, breaking a teacup within Mami's earshot, and making her familiars waste Kyoko's apple , she has Kyoko go to school again, just as she did in the fake universe. And like in the fake universe, Kyoko isn't as grumpy or cynical as she was in the original series, even after her Even after Akuma Homura rebuilds the universe, erases everyone's memories and does offensive things to spite her former friends, she has Kyoko go to school again, just as she did in the fake universe. And like in the fake universe, Kyoko isn't as grumpy or cynical as she was in the original series, even after her HeelFace Turn . She also restores Nagisa to life and arranges Mami to meet her so Mami can have a companion. Finally, she is able to uphold Sayaka's wish, allowing Kyosuke to keep his healed hand like Sayaka wanted, while Sayaka herself is restored to life. All this is in everyone's best interests, Akuma Homura's included (her motive is to keep them from rebelling against her new system).

Physical God: Homura becomes this at the end of the movie. Unlike Ultimate Madoka, she continues to exist, and watches over her new world in the guise of a human being.

The Plan: Kidnap a depressed girl. Lure her friend, the goddess, to save the girl. Kidnap the goddess. Bring back the good old system. Harvest more energy than ever before. What Could Possibly Go Wrong?

Platonic Cave: Homura's entire barrier is essentially this. The new world she creates could be considered one as well.

Poor Communication Kills: Oh ye gods. Homura's decision to undo Madoka's sacrifice comes from her misunderstanding what she means when she says she would never want to be apart from everyone she loves. Ultimate Madoka isn't apart from everyone she loves, they just can't see her unless they join her in her magical girl heaven, but Homura takes it to mean that Madoka didn't want to make that sacrifice in the first place. On the other hand, during the end of the anime when Homura asked Madoka if she was alright with being forgotten about, Madoka never really answered yes or no (though the implication was that she would willingly bear with it to save people). Also, Madoka's speech in the flower field can be interpreted as not wanting to hurt anyone by abandoning them. After all, she's with them, but they aren't with her. There's a lot of ambiguity here, and Homura, true to form, unfortunately only sees the negatives of the situation without really grasping the positives. It doesn't help that Homura left out a few essential details in her explanation in the first place, particularly regarding just why Madoka sacrificed herself, making Madoka believe that there was no good reason for her disappearing before she gave her answer.

Posthumous Character: Madoka and Sayaka, having moved on in the anime itself — their coming back from the dead in the movie is one of the main mysteries in the story. And it turns out that Nagisa, disguised as Bebe, is one also.

The Power of Love: A deconstruction as it is what corrupts Homura's soul gem and turns her into a goddess of evil.

Pretty Little Headshots: Averted. Homura creates a frozen cloud of chunky salsa from shooting herself in the head.

Protagonist Journey to Villain: And the journey is for none other than Homura.

Psycho Lesbian Homura's deep devotion to Madoka drives her to become the devil itself... using The Power of Love

Inverted for Sayaka, who has none of the emotional issues she had in the anime, and has mass amounts of Ship Tease with Kyoko, with their relationship becoming more healthy and friendly. The same also goes for Kyoko herself, since she's kinder, less savage and less sadistic than in the anime.

Pull the Thread: Homura noticing minor, inconsistent details and investigating them is what begins her process of discovering the Lotus-Eater Machine nature of the fake Mitakihara.

Real Dreams Are Weirder: The burnt-out faces, Bizarrchitecture and especially the infamous Cake Song make a lot more sense once you realize that the world is actually a dream resulting from Homura's being trapped in a Lotus-Eater Machine

Recurring Riff: "Mada dame yo" note "Not yet" , the song that plays at the beginning when the magical girls feed the Nightmare. Variations of the theme can be heard at several points the movie. Dark Reprise: An sinister accordion-based version of the theme plays when Homulilly begins her march through the city.

Red Herring Despite all the pre-release hype surrounding the Nightmares, they aren't the true villains — they're simply witch-like creatures that live within Homura's dream world.

Homura mistook Bebe for being the string-puller behind the fake world — actually a witch's barrier — as the latter resembles Charlotte, a witch.

In fact, deception is one of the major themes of the movie. For example, Mami deceives Homura with a ribbon duplicate, Sayaka and Nagisa spend the movie deceiving Kyubey, Homura is deceiving herself by being unaware she's in her own barrier, Kyubey is trying to deceive everyone else, and so on. It only makes sense that the biggest deceptions are the ones played on the viewer.

It only makes sense that the biggest deceptions are the ones played on the viewer. A minor one: "Who are you? Are you really Sayaka Miki?" She is .

The Reveal: Kyubey is back to his old tricks. The movie takes place in Homura's witch barrier, with primarily brainwashed characters sucked into the soul gem by Homura's subconscious, and is attempting to bring back the old Witch system of the anime.

Ridiculously Cute Critter: Unlike in the series, both Kyubey and Bebe act just as cute and friendly as they look. Guess which one's evil and which one's good. Kyubey's evil, as always, while Bebe is actually Nagisa, and is good.

Right for the Wrong Reasons: After the fight between Homura and Mami , the latter notes that the former considered killing her, aiming at her head, but reconsidered and targeted her leg instead. She got the thought process right, but doesn't realize that her head was never the target, it was her Soul Gem, which happens to be on her head. This Mami doesn't know about the Soul Gems being Soul Jars , but Homura does. Strangely, she overlooks how Homura shot herself in the head as a distraction, and healed completely in seconds.

Rule of Three: Homura: "There are three people in this world who don't belong in it. The first one is the witch who made the labyrinth . The second one is Bebe , who looks just like a witch . And the third one... is you, who remembers witches . Who are you? Are you really Sayaka Miki ?"

Satan is Good: if a little selfish. But then, who could blame her after all she has been through?

School Uniforms Are the New Black: While most of the main cast plays this straight (just like in the series), Kyoko subverts this by changing back into her casual outfit later on in the movie after discovering the true nature of fake world . Nagisa completely averts the trope, being in elementary school and thus not having a set school uniform.

Screw This, I'm Outta Here!: Oh, Kyubey, if only you decided that humans emotions are way too dangerous for you to manipulate a bit earlier. Now you are forced to serve a Physical God who hates you wholeheartedly.

Secondary Character Title: Though Madoka is still an important and pivotal character in the movie, Rebellion is clearly Homura's story this time around.

Sekaikei Genre: Reality itself is rewritten several times as a result of Madoka and Homura's relationship.

Sequel Hook: As with the anime's ending, the ending is open-ended enough to lead to any kind of continuation — even more so, since it's significantly more ambiguous, and multiple characters (as well as many fans) either don't want or didn't expect it to really end like this.

Shipper on Deck: The movie takes place in Homura's ideal world . In said ideal world , Kyoko is stated to be living with Sayaka, and the two are incredibly friendly with each other, complete with mass amounts of Ship Tease. Do the math.

Shoot the Bullet: Turned Up to Eleven in the Mami versus Homura battle, where about half of the shots fired collide with other shots. Made a little more plausible since a majority of the fight takes place while time is stopped. Still doesn't explain how they're able to so consistently hit such small targets with weapons that weren't designed for that level of accuracy (if one discounts "magic" as a sufficient enough explanation).

Shout-Out All There in the Manual shows that Homulilly and her familiars reference The Nutcracker.

reference The Nutcracker. The "Puella Magi Holy Quintet" references the "Magica Quartet" used as a codename for the main creators.

At one point, Homura shouts "Release!" when stopping time.

Akuma Homura's Slasher Smile looks very similar to a certain popular demon's.

Slasher Smile looks very similar to a certain popular demon's. Ultimate Madoka's descendance to collect Homura's soul, alongside her secretaries Sayaka and Nagisa in a charriot reminds you of Beatrice's, in orden to meet Dante in Terrenal Paradise and escort him and guide him to Heaven.

reminds you of Beatrice's, in orden to meet Dante in Terrenal Paradise and escort him and guide him to Heaven. When the Quintet enter the Nightmare's realm, the Star Trek transporter sound can be heard.

When the Nightmares attack Hitomi she's in her bedroom, and she then appears to fall through her bed, from where a torrent of red "strings" spews forth. This seems to be a parallel to Glen's death in the original A Nightmare on Elm Street (1984), with the red stuff substituting for the mega-fountain of blood. What are these creatures called again? Yes, Nightmares, in Gratuitous English even in the original.

Almost the same "chicken and the egg" speech appears, as in Hermann Hesses Demian and Revolutionary Girl Utena.

"Silly Me" Gesture: Madoka does this (minus the tongue) when Mami admonishes the group for fighting too recklessly.

Slasher Smile: Homura has become a master of this, especially by the end of the film. Kyoko also pulls a couple at times.

has become a master of this, especially by the end of the film. Kyoko also pulls a couple at times. When confronted over her continued remembrance of Witches by Homura, Sayaka flashes a sinister smile while morphing her reflection into Oktavia, making Homura think that she's the one behind the illusory Mitakihara City .

Soundtrack Dissonance: Akuma Homura's Transformation Sequence has a theme that's a bit too upbeat for someone declaring herself a demon.

The Stinger: A bit of a strange one. Homura is seen dancing in a field, with Kyubey in a heavily weakened and beaten state. He also looks like he's been mind raped

Subverted Kids Show: The opening is essentially an episode of a children's magical girl show played straight, with a few tip-offs to the viewer here and there and much of the Lighter and Softer elements consisting of fanservice.

Summon Magic/Guardian Entity Sayaka now can summon Oktavia to do her bidding. After coming back to life thanks to Homura at the end of the movie, she tries to do it again, but Akuma Homura erases both the Witch and Sayaka's memories.

During the climactic battle Sayaka and Nagisa summon an entire army of familiars borrowed from the other witches . The Anthonies are wearing the fins/scales of Oktavia rather than Gertrud's butterfly wings.

Super Loser: Even the runes state that Homulilly is a "good-for-nothing" and a "laughing stock".

Super Mode/Voluntary Shapeshifting: Nagisa appears to be capable of doing this using Charlotte, manifesting her face and gaining the ability to, what else, devour her opponents.

Sword over Head: The fight between Homura Akemi and Mami Tomoe ends like this, with the twist that it's actually a trap and/or a Secret Test of Character for the victor. Mami is seemingly trapped in time, and all Homura needs to do is put a bullet in her. By aiming for a non-lethal shot, Homura falls for the trap and gets completely bound and suspended by ribbons, but gets Mami's mercy in return.

Take a Third Option: During the movie, Homura realizes that the world she is in is an illusion, which she can't accept. But during her attempt to break out of the illusion, she discovers that she can't accept the reality outside it either. So just when everyone thinks everything will be finally all right, Homura decides to fix reality the way she wants and becomes the God of Evil Akuma Homura, imprisoning Madoka and suppressing her goddess powers with a really creepy smile on her face.

Take That, Audience!: The entire Out-of-Genre Experience can be read as a Neon Genesis Evangelion-esque attack on the fanbase, given how similar it seems to many, many fan works. The attack comes from the fact that the whole thing is both completely ridiculous and utterly fake (since it's really an illusion created by a witch). The ending of the movie almost seems to be a deconstruction of fix fics that try to create a happier ending for the original anime.

Team Spirit: Instead of fighting solo, all girls fight Nightmares together in perfect synchronization. Later on, they do the same to save Homura from killing herself. Keep in mind that the five magical girls were deliberately never shown fighting together in the anime; they never even appeared on screen at the same time (except in later versions of the Title Sequence).

Technicolor Eyes Even with some of the girls' already strange eye colours, the new magical girls Nagisa has eyes that seem to be yellow on the inside and red on the outside — a pretty subtle-like-a-brick-to-the-head indicator that she's the magical girl who became Charlotte .

. Hitomi has yellow and green eyes in her incompletely restored, blob-like state after becoming a Nightmare.

Theme-and-Variations Soundtrack: The Leitmotif plays at the beginning of the movie. It is played again whenever the witch is referred to or prevents escape from the Lotus-Eater Machine. The witch is also featured in every scene the music is played in. The witch will sometimes feel disgust with the witch and express her feelings in monologues, with the Leitmotif playing.

Thou Shalt Not Kill: They may have mercy-killed friends in other timelines, but neither Mami nor Homura can stomach dealing fatal injuries outside those circumstances. Even as enemies emptying a munitions factory at each other, they will sooner give up advantages than go down that road.

Through the Eyes of Madness: We get to see what the world looks like to a witch, in this case the as yet unborn Homulilly . It's a confusing, dark world where time has no obvious beginning or end.

Time Stands Still: As Homura and Mami battle, causing their bullets to freeze in the air after a short distance. The effect is similar to Bullet Time except all the ammunition continuously accumulates into ornate patterns.

'Tis Only a Bullet in the Brain: Homura's Batman Gambit to release herself from Mami's ribbon is to shoot herself in the head. Of course, since the magical girls in this series can survive anything as long as their soul gem is unharmed, Homura's only on her knees and panting for several seconds before being able to move around properly again.

Token Mini-Moe: Nagisa, who is still in elementary school, unlike her middle school-aged companions.

Took a Level in Badass: Mami. She's capable of fighting on par with Homura and, aside from new tricks with ribbons, she's added several new guns to her arsenal: pistols, what looks like a sawed-off shotgun, and an even larger cannon. But her biggest boost is a mental one. Having lost her Fatal Flaw, she has become far more level-headed and hard to catch off guard, creating countermeasures within countermeasures on the fly. Homura learned this the hard way. She may insist on everybody dancing and posing but the team goes with her plans for a reason.

Sayaka also seems to have gained a lot of experience and is less brash than she used to be, mainly because she retains her memories of her past timeline selves. She even anticipates and prevents Homura from freezing time. She's also packing a new Summon Magic : her Witch form, Oktavia von Seckendorff.

By the end, Homura is the god/devil of the new world.

Took a Level in Kindness Kyoko now acts like a typical (albeit slackerish) schoolgirl and is good pals with Madoka and Sayaka, which is the result of getting brainwashed by the imaginary world . She is just opportunistic enough to be a mooch and cynical enough to suspect their situation. While she shows signs of reverting to her old self after finding out that the true nature of the fake world , she also displays concern for Homura , at least in private.

. She is just opportunistic enough to be a mooch and cynical enough to suspect their situation. While she shows signs of reverting to her old self after , she also displays concern for , at least in private. Charlotte the Dessert Witch, who is now Mami's adorable pet Bebe, and helpful in battle. Mainly because she turns out to be a magical girl in disguise.

Trademark Favorite Food The majority of the scenes with Bebe has her eating cheese, asking for cheese or chewing on something yellow she thought was cheese. She's also visibly excited at Mami's joke that if Bebe keeps eating that much, she'll turn into cheese herself! This continues into her human form.

Apples has become so for Kyoko, whereas in other installments she ate a large variety of foods all different from the last.

Trailers Always Spoil: The appearance of Nagisa Momoe is treated by the film as a big surprise. Not to mention the number of blatant hints that she was Charlotte.

A Tragedy of Impulsiveness: Late in the movie, Homura admits that if she just stopped and thought about it, she would have realized the truth of the world much earlier. In fact, throughout the beginning of the movie, Homura's unwillingness to accept help, explain herself, or listen to others causes her trouble and unnecessary conflict with the other magical girls. Homura's rejection of Madoka's sacrifice may also be the result of this.

admits that if she just stopped and thought about it, she would have realized the truth of the world much earlier. This makes sense because in the anime, she tried over and over to explain herself to the other magical girls without any results. Eventually she got tired of trying to explain herself and she just started relying on herself. She has become unaccustomed to asking for help. She was also usually the one holding all the information. In the anime she always knew more than the other girls about what was really going on. This of course is also shown by her witch attribute: self-sufficiency. Homura also spent a better part of the movie confused by her memories since she didn't completely remember everything until the end.

Additionally, she did ask for help twice. She received help from Kyoko, but when she tried to explain herself to Mami, Mami refused to believe her and even asked if she was going crazy.

Transformation Sequence: All girls have their own, based on different dance styles. The show portrays this as a big deal, and it kind of is — this is the first time we see all five magical girls transform at once.

True Companions: Unlike in the series, where the five main girls are often at odds with each other if they meet at all, the beginning of the movie has them all as the best of friends, hanging out and having fun during the day and slaying Nightmares with impeccable teamwork at night.

Two-Part Trilogy: An inversion. The first two films were a theatrical adaptation of the TV series. This film is a sequel to the series.

2D Visuals, 3D Effects: The spinning soul gem right in the beginning stands out a bit too well against the dark hand-drawn background.

The Unintelligible Bebe. Luckily we have two sets of subtitles to translate what she's saying: normal ones on the side/bottom of the screen, and a constant stream of kanji in bubbles that spews from her mouth when she speaks (for people not watching with the subtitles).

Averted for Homulilly, who speaks intelligibly (and is the first witch seen doing so, at that.)

Unusually Uninteresting Sight Nobody questions Homura's removing of her glasses and braids, despite it being so incredibly obvious. The manga adaption fixes this by adding a small scene in with Mami commenting on Homura's new look.

At one point, Homura's face is smeared with blood after the Homura versus Mami incident. She meets up with Madoka and tries to rub it off with her hands, but fails to clean her face off entirely. Madoka doesn't notice the blood at all.

Unwanted Rescue: Homura consequences. One of which is a second unwanted rescue on Madoka from her duties .

Viewers Are Geniuses: Needless to say, the film trusts that the audience pays attention to the dialogue and allusions throughout the story, as it makes the ending much more understandable if they do. There are also some elements that are implied but not explicitly stated. For example, if the viewer doesn't realize that Kyubey's isolation field is implicitly blocking Madoka's omniscience Madoka is trusting Homura to join her in heaven happily , it creates the perception of a Plot Hole.

Viral Transformation: When Homura becomes a witch , we're treated to her perspective of it, making this the first time in the series we've seen a witch transformation in full. It starts with a vacant witch barrier and familiars sneaking around before the victim realizes she's a witch, at which point the barrier becomes filled with symbols and craziness representing her current state of her mind. The turning magical girl then gets A Taste of Power and an Evil Costume Switch, having full control of her actions and her familiars for a little while — in this case, Homura uses it to flay multiple Kyubey bodies . The witch's power grows gradually more chaotic until ultimately, the magical girl's body just breaks down, melting away into the witch barrier and reemerging as a witch proper, having some last moments of lucidity before her mind is locked away and her new body begins its rampage.

Visual Pun: As the heroes finish cleansing the Nightmare from Hitomi , her mind is represented by a sickeningly cute amorphous head. In other words, a moeblob.

Weird Moon: Much like a lot of things in the world created by Homura, the moon is incomplete to signify she herself does not feel complete without Madoka's approval. It's shown to be only one half of what it used to be in the post-credits stinger.

Wistful Amnesia: In Akuma Homura's new world, she turns Sayaka into one of these. Madoka seems amnesiac from the beginning, but then her eyes flicker gold, before Akuma Homura puts a stop to that too.

When the Clock Strikes Twelve: Used as symbolism when Homura's illusion breaks and all hell breaks loose in the barrier. And thus did the witch return to her original form.

Whole Plot Reference As the series was littered with allusions to Faust, the film plays out like Paradise Lost but with magical girls.

but with magical girls. The film roughly follows the same layout as the anime. It starts off light and fluffy, similar to a generic Magical Girl anime, then turns darker and grittier as the story goes on. Kyubey is revealed to be working behind the scenes; one of the magical girls has a progressing breakdown before turning into a witch herself, with the others gathering to attempt to save her from her state, though here this is combined with the arrival of "final boss" witch, complete with a countdown. And at the end, a magical girl rises to goddess levels and overturns the previous system, creating a new one in its place, for better or worse.

Who's Laughing Now?: Homura, after showing Kyubey his place in her new universe. As her slave.

Wolverine Publicity: Walpurgisnacht got a themed soft drink for the movie, despite not even appearing in it (though one of her elephant familiars did appear at one point).

Wham Line: All from Homura. Homura: "There's no doubt about it. This is a labyrinth. " Homura: "When did I become a witch? " And, of course, the game-changing line from the ending of the movie: Homura: ( after suddenly grabbing Goddess!Madoka by her hands ) Now... I've got you.

Wham Episode: Homura becomes a demon, suppresses Madoka's powers, takes over the universe, gains control over the Incubators, resurrects everyone, traps Madoka in her personal utopia and tells her that unless she stops being so selfless and duty-following, they'll become enemies. All in less than fifteen minutes.

Wham Shot: Early on, the sight of Charlotte relaxing on Mami's shoulder during the feeding of the first Nightmare is the first tip that this isn't the Madoka Magica we've come to know.

During Homura's confrontation with Sayaka, Homura realizes that Sayaka shouldn't exist and asks who she is. Sayaka insists that she's exactly who Homura thinks she is. Cue the sky darkening and Oktavia appearing in the puddle they're standing on...

Wrong Genre Savvy: Homura was under the impression at first she's trapped in a Witch's Labyrinth, with Bebe being the Witch responsible. She then realizes that Bebe hasn't done anything but eat cheese and therefore isn't at fault. The Witch responsible is herself.

Yin-Yang Bomb: Being part of the Law of the Cycles, Sayaka and Nagisa, in addition to having magical girl powers, can also use their witch forms (the former by summoning Oktavia , the latter by turning into Charlotte

Your Princess Is in Another Castle!: After the Incubators' plan is thwarted and Ultimate Madoka is about to take Homura to Heaven... Homura suddenly becomes the demonic Reality Warper Akuma Homura, upending Ultimate Madoka's universe and revoking her godhood (only temporarily, however).