Rebellion.Madoka and the other magical girls reappear at Mitakihara fighting some new creatures born from humans' negative feelings known as "Nightmares", having no recollection about what previously happened. However, Homura realizes something is amiss and after some investigation recovers her lost memories and realizes that she, Madoka, the other girls and several of their friends are trapped into an alternate world inside a witch's barrier. As Homura realizes that said witch must be no other than herself, Kyubey appears and reveals that she had fallen into despair and when she was about to become a witch, he and the other incubators isolated her Soul Gem to set a trap for Madoka, in order to take control of the Law of Cycles...