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VOICE OVER: Tom Aglio WRITTEN BY: Nathan Sharp
These scary Disney movie moments will terrifying you! For this list, we'll be looking at the most unsettling scenes throughout the mouse house's filmography. Our countdown includes “Beauty and the Beast”, “Turning Red”, “The Fox and the Hound”, “The Hunchback of Notre Dame”, “Toy Story 3”, and more!

#20: Gaston Stabs Beast

“Beauty and the Beast” (1991)

The climax of this classic Disney tale really goes hard in the final act. After a mob assembles to take out the Beast, they arrive at his castle with an unsettling song and an eerie thunderstorm. It builds up to a point where their leader Gaston takes on the prince. Just when it looked like the Beast triumphed and he reunites with Belle, Gaston plunges a hidden knife into the hero’s side. This shocking act is immediately followed by the sight of the villain karmically falling to his doom. The one two punch of the deaths of two major characters was extremely grim. Although a spell luckily brings him back to life, that doesn’t make this scene any less traumatic.


#19: Aurora Touches the Wheel

“Sleeping Beauty” (1959)

If we’re being honest, Maleficent is plenty scary by herself. But she showed us how frighteningly cruel she could be to other people in an unforgettable scene. Maleficent’s big plan requires Princess Aurora to touch a spindle that will spell certain doom. So, the villain puts the royal into an eerie trance that forces her to walk towards her demise with a blank expression. The tension works magnificently thanks to the protracted pace, the foreboding music, and the otherworldly green light that emanates throughout the scene. And Aurora’s trance face is downright disturbing. As if all that wasn’t scary enough, the sight of Aurora on the floor after she pricks her finger puts a disturbing button on the end of the sequence.


#18: Mei’s Nightmare

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“Turning Red” (2022)

Released to Disney+, “Turning Red” received praise for its mature themes aimed towards female puberty and adolescence. Of course, it also found time to scare the pants off of us. The most striking scene comes when protagonist Mei has a nightmare. While it’s gorgeously animated, it’s also very messed up. The sequence features tons of disturbing imagery that wouldn’t be out of place in a David Lynch movie. We still can’t decide if the flopping fish men or flowers with human faces were more disturbing. The music, creepy red lighting and quick editing certainly don’t help, either. Leave it to Pixar to simultaneously impress and disturb us.



#17: The Chase

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“Bambi” (1942)

Is there a movie more traumatizing than “Bambi?” It has long been notorious for being sad and difficult to watch, and it’s thanks to scenes like this. Its scariest sequence begins when Man shoots an adorable little pheasant that drops dead to the ground right in front of the other forest creatures. This in turn results in a scary chase through the forest, as the animals run and dodge Man’s bullets. The sounds of growling, the sight of barking dogs hungry to attack and the danger for the deer are all really intense. It’s a great scene that escalates the tension and danger as it goes, and it lets viewers experience the terror of being hunted. It’s not an experience we particularly enjoy.



#16: Facilier Is Dragged to the Underworld

“The Princess and the Frog” (2009)

Facilier is one of the most unique Disney villains of all time. The movie is based in the culture of New Orleans, and Facilier serves as the local voodoo witch doctor with connections to “the other side.” Unfortunately, these connections aren’t exactly loyal to him. After Tiana destroys a crucial talisman, Facilier is dragged to the underworld by his so-called friends who want to collect their debt. This very unsettling sequence is filled with ominous music, eerie chanting, and lots of disturbing visuals. Scary thought it may be, one has to commend the filmmaking. Both the animation and sound design are stellar, and they combine to make a spooky villain demise.



#15: The Evil Queen’s Transformation

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“Snow White and the Seven Dwarfs” (1937)

It can’t be understated how influential and important “Snow White” was for Disney. During this landmark film, viewers became acquainted with Disney’s unique style. Naturally, that means seeing a few frightening sequences that might leave young viewers sleeping in their parents’ bed for the night. When the Evil Queen decides to transform herself into a peddler, she mixes a potion using her knowledge of magic. The transformation looks painful and features frightening transitions. At the end of the sequence, the audience gets a face reveal that still stands as one of the scariest character debuts in the Disney canon. We understand why the Queen’s own raven cowered in fear when seeing her.

#14: The Bear Fight

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“The Fox and the Hound” (1981)

Anything involving animals is just automatically scarier. Maybe it’s something to do with the snarling faces, the guttural sounds they make, or the way they move. And “The Fox and the Hound” is full of hair-raising moments involving animals. (xref) The fight between Copper and Tod that ends with Amos Slade smoking out the foxes is pretty harrowing. But the bear fight is even worse. The bear is animated to be as scary as possible, complete with a massive frame, jet black fur, and glowing red eyes. He also makes fearsome roars and nearly mauls Copper to death. Bears are instinctually frightening creatures, and seeing one nearly slay a man and his pet is just too much to bear. No pun intended.



#13: The Ghost of Christmas Future

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“Mickey's Christmas Carol” (1983)

No matter what adaptation you’re watching, The Ghost of Christmas Future is depicted as a nightmarish creature who finally strikes fear and understanding in the heart of Ebenezer Scrooge. It’s generally expected that this spirit will be the most frightening of all the apparitions the miser meets. In “Mickey’s Christmas Carol,” Christmas Future is played by Pete, who towers over Scrooge and is mostly hidden behind his cloak. Unlike other adaptations, this Ghost actually speaks and taunts Scrooge before shoving him down the grave. He also laughs maniacally as Scrooge is nearly consumed by the flaming pits of Hell. This guy lives to frighten, and he gets us just as well as he gets Scrooge.



#12: Chernabog

“Fantasia” (1940)

Some people have argued that Chernabog is Disney’s greatest villain because he serves as the purest representation of evil. Chernabog doesn’t have a motive. He and his minions simply live to cause chaos during the night. In this way, Chernabog is less a tangible character than he is a symbol of general evil and tyranny. This mirrors his real-world inspiration. Chernabog is based on Chernobog, an evil deity in Slavic mythology who bears many similarities to Satan. But it’s not just the symbolism that proves frightening. Chernabog’s scenes are also filled with horrifying imagery, and Modest Mussorgsky’s “Night on Bald Mountain” serves as a chilling soundtrack to accompany his reign of terror.


#11: Ursula’s Demise

“The Little Mermaid” (1989)

Few Disney climaxes are as terrifying as the one in “The Little Mermaid.” For one thing, there’s the gigantic Ursula who threatens Ariel and Eric and dwarfs the boats around her. There’s also the uneasy atmosphere of the scene, complete with the raging waves, a purple sky, and flashes of lightning. But the scariest of all is how Ursula is slain. A desperate Eric rams a broken bowsprit through her inflated belly. In an instant, she screams in pain as electricity surges through her body. She then goes full Kraken and uses her massive tentacles to drag the boat down with her. Although we were glad to see the villain go, we didn’t want to be this scared throughout her demise!



#10: The Headless Horseman

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“The Adventures of Ichabod and Mr. Toad” (1949)

While general audiences might not be familiar with this deep Disney cut, it contains one of their scariest and most legendary villains. One half of the movie is based on Washington Irving’s “The Legend of Sleepy Hollow,” and it adapts the iconic Headless Horseman for the screen. The Horseman appears to a restless Ichabod Crane brandishing a sword in one hand and his own head in the other. It’s an image that frightens not only Ichabod and his trusty steed, but the audience as well. The resulting chase is pure nightmare fuel, as the music and visuals combine to create some of the tensest minutes in Disney’s giant filmography.



#9: Olivia’s Kidnapping

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“The Great Mouse Detective” (1986)

While Disney isn’t known for relying on jump scares, the company does them right when the occasion calls for it. In one of the “The Great Mouse Detective’s” most iconic sequences, Fidget ambushes and kidnaps poor Olivia Flaversham. The sequence is filled with unbearable tension as the toy figures come alive and Olivia follows a trail of ominous bubbles. She then comes across a wind-up toy and decides to investigate. Bad idea. After Olivia slowly peels away the blanket inside, she’s met with a blood-chilling growl as Fidget springs to life. It’s a very effective jump scare that takes full advantage of the escalating tension. The image of Fidget approaching the camera will forever remain burned in our memories.



#8: “Hellfire”

“The Hunchback of Notre Dame” (1996)

This movie belongs to Judge Claude Frollo. He’s easily one of the greatest villains in the Disney canon, and many of his scenes are classics. His death is quite unsettling, as he falls from the church into a giant pool of molten lead. But his shining moment has to be “Hellfire.” This villain song has some amazing production, stellar vocals and a haunting instrumental track. The visuals are also astoundingly creepy. There’s plenty of fire, a writhing Esmeralda being consumed by flames, and a Hellish choir draped in red robes. Hearing Frollo swear to possess her or see her fall is one of the most ominous antagonist statements ever. Now this is how you do a villain song.


#7: The Horned King’s Undead Army

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“The Black Cauldron” (1985)

This grim animated movie was criticized for its dark tone and disturbing visuals. And we can’t say the critics were wrong. This movie is wickedly disturbing, and it’s all thanks to The Horned King. In the movie’s scariest sequence, The Horned King raises his army of the dead through some kind of dark magic. The music used throughout the scene is as absolutely haunting as the grotesque visuals on display. This includes skeletons walking with the help of a sinister green mist and a screaming face that is made out of the magical liquid. By the end of the sequence, it's clear the Horned King has the power to shock fully-grown adults and their children.



#6: Hopper’s Death

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“A Bug's Life” (1998)

Leave it to Pixar to make us terrified of grasshoppers. Hopper is a truly menacing villain, and he’s arguably one of Pixar’s most memorable bad guys. But we don’t know what’s scarier - Hopper or his death. Actually, we do know. It’s his death. Hopper taunts the momma bird, falsely believing that it is fake. Unfortunately for him, it is very real. The bird grabs Hopper, listens to his panicked screams, and then feeds him alive to her chicks. When you get down to it, this is a really messed up death scene. We know Hopper was a bad guy, but man, this scene is discomfiting…



#5: The Incinerator

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“Toy Story 3” (2010)

While “Toy Story 3’s” incinerator scene is a magnificent and highly emotional part of the plot, it has forever scarred fans. This pivotal sequence sees Woody, Buzz, and the rest of the toys slowly make their way toward a glowing and thoroughly unwelcoming incinerator after being betrayed. We initially watch them desperately attempt to save their own lives. However, upon realizing there’s to way out, the toys hold hands and accept that there’s nothing to do but embrace the flames. It’s a messed up situation that’s made more foreboding by the excellent filmmaking. Thank god a claw saved the toys from doom and us from suffering permanent emotional damage.



#4: Dumbo’s Hallucinations

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“Dumbo” (1941)

While Dumbo makes for quite a cute character, his movie contains one of the most infamous sequences in Disney’s history. He accidentally drinks some champagne and begins hallucinating. The idea of a Disney protagonist getting drunk and tripping out is pretty dark to begin with. However, Dumbo’s psychedelic hallucinations take an already uncomfortable situation and magnify it to startling heights. The sequence is five minutes of pure madness and contains some of the most surreal visuals ever seen in an animated movie. And to think, this sequence takes up about 7% of the entire movie’s runtime…


#3: Clayton’s Horrific End

“Tarzan” (1999)

Disney villains die all the time. However, the emotional impact of their deaths is usually lessened to some degree. Maybe they’re in the realm of fantasy, or maybe we just don’t actually see it. But not Clayton. Not only do we see the result of his death, but it is extremely realistic. During the final battle, Clayton begins hacking away at the vines to get at Tarzan. But he cuts a little too much and begins falling. On the way down, the loose vines wrap around his neck and literally leave Clayton hanging. The perturbing nature of this death is made even worse by a split second image where a lightning strike illuminates the former villain’s shadow. It’s a hardcore end for a brutal villain.


#2: Lampwick Becomes an Ass

“Pinocchio” (1940)

When Pinocchio travels to Pleasure Island, he witnesses the most terrifying transformation in Disney history. After spending time there, his friend Lampwick starts turning into a donkey. And the transformation is not instant. Lampwick crawls on his knees and begs the startled Pinocchio for help. But he can only thrash around and smash up the room in total fear and panic as he changes. Worst of all, he screams for his momma as his voice transforms into that of a braying donkey. While the visuals throughout this sequence are frightening, it’s Lampwick’s terrified demeanor and desperate behavior that really chills the blood. The thought of him being shipped off to an unknown place as an animal that can’t communicate is horrifying.


#1: Scar’s Betrayal & Mufasa’s Death

“The Lion King” (1994)

The moments leading up to Mufasa’s death are some of the most unsettling moments in a Disney film. After his brother Scar lures his brother into a dangerous place, the king desperately tries to stay alive. But the villain betrays Mufasa in a visceral and unforgettable sequence. The pounding music, the visuals, and Jeremy Irons’s menacing vocal performance are all sublime. Mufasa’s fall is followed by a sobering scene where Simba finds his father’s body and is forced to run away. While the death of the king was horrifying, the thought of a child facing the world without a father figure might’ve been even more frightening. We, like Simba, desperately want Mufasa to get up. But he never does, and it scares us every time.

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One scene that frightened me as a kid would be Jafar's snake transformation in Aladdin.
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