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12You thought that a movie about a linguist finding the lost civilization of Atlantis wouldn't be scary at all, did you? News flash; you thought wrong.
13
14----
15* The opening scene of the movie. After an introductory quote from Plato, we're treated to a scene of a calm ocean landscape. Suddenly, there's a bright flash and a fleet of Atlantean vehicles outrunning ''a mushroom cloud''. The king later explains he wanted to weaponize the Heart of Atlantis, apparently as an ancient equivalent to an '''''atomic bomb'''''.
16** The sinking of Atlantis is also chock full of this. Never mind Kida losing her mother; the barrier doesn't cover the entire city, leaving those trapped outside to die.
17** We aren't spared any details, either. We see [[TogetherInDeath a couple hugging each other]] as they watch the waves crash through the city, and the terrified final moments of the people right on the edge of the barrier banging futilely on it as the wave overcomes them all. Crying children and their agonized parents are seen as well banging on the walls near the palace.
18** A [[RewatchBonus subtle example]]: What's the very first vehicle in the frantic convoy of ships fleeing from the explosion? A '''Leviathan''', and there are ''five others'' flying in formation behind it. It's harder to say which is worse: That Atlantis had a FLEET of those monstrosities, or that the explosion was so horrifyingly powerful that the ''Leviathans'' scatter before it like rats?
19** Imagine that kind of power in the hands of somebody like Rourke. Or the people he was gonna sell it to. If UsefulNotes/WorldWarI was already a massacre unmatched by any war before it, a fleet like that would rend the world asunder.
20** That massive, calamitous explosion that sunk Atlantis? That was a tiny fragment of the Heart of Atlantis that the Atlanteans somehow weaponized. '''That''' was a taste of the power inside the Heart. If the entire Crystal could be made to do the same, it would almost certainly wipe out whole continents.
21* The [[KrakenAndLeviathan Leviathan]] itself. It's a crustacean-shaped {{Magitek}} MechanicalMonster with [[GlowingEyesOfDoom glowing]] [[RedEyesTakeWarning red eyes]] and a deadly particle beam WaveMotionGun. Official measurements of the ''Ulysses'' state that it is 115 meters (roughly 377 feet) in length. The Leviathan's ''smaller'' claws are large enough to wrap fully around the ''Ulysses'' and, from turnarounds, appear to be somewhere near a twelfth of the Leviathan's total length. That gives the Leviathan a length that would be better measured in ''miles'' (being somewhere in the range of 12–14 thousand feet long, or 2–2.5 miles, twice the length of a [[Franchise/StarWars Star Destroyer]]).
22-->'''Rourke:''' What is that, a pod of whales?
23-->'''Mrs. Packard:''' Nuh-uh, ''bigger''.
24** Watching it destroy the ''Ulysses''. Good God, so many people die. ''On-screen!''
25*** One chilling and easy-to-miss aspect of the destruction of the ''Ulysses'' shows Audrey having to seal off a flooding corridor as three men are running towards her. Only two of them make out it before the door is shut. And it's not even commented on.
26*** Not counting the Leviathan ''swatting'' some Sub-Pods so hard, they explode, its WaveMotionGun actually causes the skeletons of some people who were near the blast and lucky enough to not get hit with it directly to become visible for a brief instant, [[Series/DoctorWho Dalek]]-style. Potentially, the Leviathan's most deadly weapon is ''radioactive in nature'', and it only starts using it once it becomes clear that the crew of the ''Ulysses'' can fight back against it.
27*** It's not just the Leviathan; all Atlantean energy weapons cause this effect, as shown briefly in the climactic battle.
28*** When the expedition begins, there's a veritable fleet of Sub-Pods and four escape subs. By the time the expedition has escaped the Leviathan, ''there's just one of each''.
29*** When you're a kid, Rourke declaring that everyone needs to pull double duty may just sound like him being a hard ass, but then you think about the sheer amount of lives lost and his meaning becomes clear: This expedition is doomed if ''anybody'' slacks off. There is no more room for weakness or odd jobs, now everyone leftover is a vital part of their continued existence.
30** Something else that's scary is that the Leviathan is explicitly linked to the [[Literature/TheBible Biblical]] Leviathan in Milo's presentation. Meaning that, in this universe, at least one of Atlantis's machines was so horrifying and all-powerful that it directly influenced parts of the Holy Bible.
31** Let's not forget the bone-chilling shot where the ''Ulysses'' is scanning the seafloor, which is covered in the wreckage of [[InferredHolocaust hundreds upon hundreds of sailing ships]]. It shines its spotlights across one section the seafloor...[[NothingIsScarier which then moves]].
32** Then there's the shot where the Leviathan grabs the ''Ulysses'' in its mandibles and holds it there, as if to get a better look at it. Almost as if it's [[ItCanThink studying it for weaknesses]]...
33*** Worse than that, it's incredibly clear that the Leviathan could have smashed the ''Ulysses'' into coin-sized fragments without even using the WaveMotionGun, and yet the ''Ulysses'' lasts almost five minutes against it. The conclusion that can be drawn from this? The Leviathan doesn't just destroy its prey; it likes ''toying with them'' first. A two-mile long invincible MechanicalAbomination with a sadistic streak. [[SarcasmMode Great!]] The other possibility, that its onboard AI has degraded due to over a thousand years of non-maintenance, doesn't help matters.
34*** It gets ''even worse than that''. When the Leviathan snags the ''Ulysses'', Milo is sent sprawling into the reinforced glass. When he gets back up, he notices that the Leviathan is a machine as he's staring right at one of it's ''eyes'' which is peering into the ''Ulysses''' control center and is bigger than he is by a wide margin. As he says this, the Leviathan's eye constricts until it's about half as big as Milo. ''It's staring right at him, and him specifically''.
35** Considering how it shredded the ''Ulysses'', one has to wonder...''what the devil was it built to defend Atlantis against?!'' The other cultures of Earth were at the dugout-canoe stage, at best! (The sequel provides at least one candidate in the form of the Kraken...)
36*** Atlantis IS an empire, and the king was trying to wage war (against Athens, judging from Plato's texts). Which also creates another point of NightmareFuel: Imagine you are one of those people in a dugout canoe, just minding your own business. Then, suddenly, a two mile-long LOBSTER OF DEATH erupts from the water, flies over to your village, and flash-fries it in an instant.
37*** Worse, as noted above, the opening shot of the movie shows that there were four Leviathans coming in formation from a single direction. [[ImpossiblyGracefulGiant They're shockingly fast]] (outrunning both the explosion and some of the other, smaller vessels), ''[[FromBadToWorse and they can fly]]''. Sweet dreams.
38*** Possibly the worst thing about the Leviathan? It's not just monstrously huge and destructive; it's also '''[[StealthyColossus quiet]]'''. The ''Ulysses'' crew have infinitely more advanced scanning equipment than the Atlanteans (or other ancient civilizations) would have, and they couldn't detect exactly where it was until literally the moment it hit them. Anywhere that's close to the ocean, it could strike, and you wouldn't have a clue or a warning until it was far too late.
39*** The Leviathan also ''[[SuperPersistentPredator does not relent]]'' after destroying the ''Ulysses'', which means only one thing. It's programmed to leave ''no survivors''.
40*** Not only that, but keep in mind, Leviathans are unmanned ''machines'', not vessels, and presumably don't have any kind of self-preservation instinct. And yet the first thing we see onscreen is a bunch of Leviathans [[OOCIsSeriousBusiness bolting the fuck outta dodge]] when the cataclysm occurs, so we can assume that their internal targeting computers or whatever told them there was absolutely no chance of surviving the explosion. How many movies can you name where the WeaponOfMassDestruction is so powerful that it opens with the three-mile-long invincible giant robot ''fleeing in terror from the explosion?''
41*** It's entirely possible that the wars between Atlantis and other ancient civilizations were much more even than we are led to believe. This is a setting where magic and spirits exist in tandem with humans, and are known to be manipulated by them. Who's to say there wasn't a equivalent to the Heart of Atlantis in other parts of the world?
42*** It just points out what a horrible warmonger the king used to be and just how much he has to regret from his past. Due to the way the Leviathan toys with its targets and goes out of its way to kill them even after destroying the main ship, it was built as a terror weapon rather than an efficient war machine.
43** The alternate opening features a Viking ship following the Shepherd's Journal to Atlantis and encountering the Leviathan in a rainstorm. After the Leviathan leaps from the water with frightening grace for its size, it attacks the ship from below with [[CombatTentacles its tentacles]] and snatches everyone off the ship while snapping the sail with its claws. Then it proceeds to blast the ship point-blank with its laser, creating a mushroom cloud of water that destroys every fragment of the ship, save the Journal itself.
44* Rourke, the BigBad of the movie.
45** When Rourke reveals his true nature and the crew armed with guns. Worse is he takes complete willingness to condemn the Atlanteans to death despite Milo's protests.
46--->'''Rourke''': (''smiles and meets up with Milo after the latter's swimming at an underwater mural'') You have a nice swim?\
47(''Rourke and his crew are armed with guns.'')\
48'''Milo''': Hey, hey, guys. What's going on? What's... What's with all the guns? (''Mole leers at him greedily'') Guys? (''suddenly realizes and exhales'') I'm such an idiot! This is just another treasure hunt for you. You're after the crystal!\
49'''Rourke''': Oh, you mean, ''this''? (''reaches into his pocket and pulls out the missing page from the Shepherd's Journal.'')\
50'''Milo''': The heart of Atlantis.\
51'''Rourke''': [[FauxAffablyEvil Yeah, about that, I would've told you this sooner, but it was strictly on a need-to-know basis, and... well, now you know. I had to make sure you were one of us. Welcome to the club, son!]]\
52'''Milo''': I'm no mercenary!\
53(''Kida is dragged from the water by Rourke's soldiers and fights them. She pins one of them and pulls out her knife, but Rourke shoots it out of her hand. His thugs then restrain Kida.'')\
54'''Rourke''': "Mercenary"? [[BlackmailIsSuchAnUglyWord I prefer the term "adventure capitalist".]] Besides, you're the one who got us here. You led us right to the treasure chest.\
55'''Milo''': (''climbs out of the water and confronts Rourke'') You don't know what you're tampering with, Rourke!\
56'''Rourke''': What's to know? It's big, shiny. It's gonna make us all rich.\
57'''Milo''': You think it's some kind of a diamond. I thought it was some kind of a battery. But we're both wrong. It's their ''life force.'' That crystal is the only thing keeping these people alive! You take that away, and they'll ''die''!\
58'''Rourke''': Well, that changes things. Helga, what do you think?\
59'''Helga''': [[WhamLine Knowing that... I'd double the price]].\
60'''Rourke''': [[MoralEventHorizon I was thinking triple]].\
61'''Milo''': Rourke, don't do this!\
62'''Rourke''': Academics. You never wanna get your hands dirty.... Eh, think about it. If you gave back every stolen artifact from a museum, you'd be left with an empty building. We're just providing a necessary service to the archaeological community.\
63'''Milo''': Not interested.\
64'''Rourke''': I gotta admit I'm disappointed. [[SillyRabbitIdealismIsForKids You're an idealist, just like your grandfather. Do yourself a favor, Milo; don't be like him]]. For once, [[WeCanRuleTogether do the smart thing]]. (''[[DeathGlare Milo glares at him defiantly]]; Rourke sighs'') [[ThatMakesMeFeelAngry I really hate it when negotiations go sour]]. (''Snaps his fingers and his soldiers point their guns at Kida's head. Then he pulls out the missing page again and holds it up to Milo'') Let's try this again. (''grins evilly'')
65** Rourke forcing his way into the throne room and interrogating the king. When the King refuses, Rourke punches the frail Atlantean king in the gut. A punch so hard it was a fatal blow--and the final straw for Dr. Sweet. When Sweet calls Rourke out, the latter just shrugs him off without a shred of remorse. Then Rourke threatens to shoot the wounded king with his pistol to get him to reveal the crystal's location. Just as the ruthless commander's patience thins, he manages to deduce the riddle himself.
66--->'''Rourke''': How 'bout it, Chief. Where's the crystal chamber?\
67'''King Nedakh''': You will destroy yourselves!\
68'''Rourke''': Maybe I'm not being clear. (''He punches Nedakh hard in the chest, shocking everyone including Kida, who rants furiously in Atlantean. The King falls to the ground, mortally wounded.'')\
69'''Kida''': Moh-it gwenog-lo-nik! [[note]]"I'll kill you for that!"[[/note]]\
70'''Sweet''': [[EveryoneHasStandards Rourke, this was NOT part of the plan!]]\
71'''Rourke''': [[LackOfEmpathy Plan's changed, Doc]]. [[EvilHasABadSenseOfHumor I'd suggest you put a bandage on that bleeding heart of yours. It doesn't suit a mercenary]]. (''sits on the King's throne'') Well, as usual, diplomacy has failed us. Now, I'm gonna count to 10, and you're gonna tell me where the crystal is. One... (''cocks his pistol; [[EvenEvilHasStandards Audrey, Sweet and Vinny all stare in horror]]'') Two...[[OneTwoSkipAFew Nine...]] (''stops and looks at spiral-like symbol on Shepherd's Journal's cover, then at the same shape on the surface of the pool overlooking the throne. Close up of Rourke's eye as he puts the pieces together.'') "The Heart of Atlantis lies in the eyes of her King." This is it! We're in!\
72'''Milo''': Rourke, for the last time, you've gotta listen to me! You don't have the slightest idea what this power's cable of!\
73'''Helga''': True, but I can think of a few countries who'd pay ''anything'' to find out...
74** When Rourke mocks Milo of his discovery and even smashing the framed photo of the latter and his grandfather [[ForTheEvulz just for no reason but petty spite]].
75--->'''Rourke''': Get off your soapbox, Thatch. [[TheSocialDarwinist You've read Darwin. It's called "natural selection."]] [[WouldBeRudeToSayGenocide We're just helping it along.]]\
76'''Helga''': Commander, we're ready!\
77'''Rourke''': Yeah, gimme a minute. I know I'm forgetting something. I got the cargo, crystal, crew...oh, yeah. (''punches Milo in the face'') Look at it this way, son. (''crushes the framed photo of Milo and Thaddeus with his boot'') You were the man who discovered Atlantis, and now you're part of the exhibit.
78** When Rourke throws Helga from the balloon and she falls between the propeller blades? Not to mention the implication that the fall broke her back.
79--->'''Helga''': You said we were in this TOGETHER!! '''''YOU PROMISED ME A PERCENTAGE'''''!!!\
80'''Rourke''': Next time, '''''GET IT IN WRITING'''''!! (''throws Helga off the zeppelin'') Nothing personal!!
81** The whole scene where Rourke loses his sanity and tries to kill Milo on the zeppelin. Before, hey, he's a little angry HOLY SHIT HE'S GOT A FIRE AXE!!! And then there's that SlasherSmile he makes while glaring at Milo like a hungry cannibal just before he starts swinging that thing. Arguably a scarier sight than the crystal abomination he later transforms into.
82--->'''Rourke''': Tired, Mr. Thatch? Aww, that's a darn shame... 'CAUSE I'M ''JUST GETTING'' '''''WARMED UP!'''''
83** That whole scene where Milo does away with Rourke. Milo slashes him with some [[SinisterShiv broken glass from Kida's containment box]] and turns the man into [[ForcedTransformation a roaring, monstrous crystal creature]] with [[RedEyesTakeWarning red eyes]]. The creators of ''Franchise/SilentHill'' would be impressed. Not only that, but look at his crystal form compared to Kida's crystal form. While Kida's form is glowing and almost goddess-like. Rourke's form looks like a demon that came from the depths of Hell. Especially the way it looks like there's fire in his mouth!
84** [[HellIsThatNoise His scream]] when he goes crystal. Jesus![[note]]The sound effect for his scream is actually reused from Eddie Carr's scream during his [[HalftheManHeUsedtoBe death scene]] from ''Film/TheLostWorldJurassicPark''[[/note]]
85** Rourke's TransformationSequence, in general. In particular what happens when it starts--he gains an absolutely ''terrified'' expression when he sees the crystal spreading across his arm, and starts rubbing said arm, as if desperately trying to stop the crystal from spreading to no avail. It's quite clearly [[PainfulTransformation excruciatingly painful.]] Then he finally dies when the balloon's propellers shred his body. The novelization and tie in books actually mention that the crystal "recognized Rourke's evil", meaning this isn't a random effect from an alien substance-it's a wrathful, vengeful entity inflicting a hideous punishment on the one who dared desecrate it. The King really was right to keep that thing locked underground.
86*** The fact that ''[[ImplacableMan he was still going after Milo even after being transformed]]''.
87** Given the nature of the crystal, its possible he [[FateWorseThanDeath retained his consciousness after he was shattered by the propellers.]] [[AssholeVictim Does he deserve it]]? After all that he has done and is willing to do, yes. [[AndIMustScream But that is certainly not the best way to go]].
88*** Before the propeller comes down on Rourke and shatters him, you'll notice in a FreezeFrameBonus that he looks up at it with a [[OhCrap terrified expression]] and shields himself with his hands in a futile attempt to save himself, implying that he was still sapient after his transformation...
89** Not even long after he's fully enveloped by the crystal, Rourke's skin begins glowing red and cracking open. He explodes on ''impact'' when the propellers hit him, but it also seem like he would've inevitably would've died anyway simply by the crystals making him shatter like glass. Makes you wonder if maybe the propellers gave him a quicker death than the one he could've gotten..
90* Helga almost had an even more gruesome death than falling; she just barely missed being sliced by the propellers as she fell. Rourke was sliced up by the blades minutes later, though apparently his crystal transformation made it BloodlessCarnage. That's either better or worse.
91* The [[MysteriousWatcher masked tribe]] that follows Milo and the rest of the crew through the caverns. If the director's mission was to throw off the audience that these strange, primal-looking creatures ''weren't'' the Atlanteans, then mission accomplished.
92** After the firefly attack, an unconscious Milo ends up separated from the team and wakes up, [[OhCrap only to find himself surrounded by the masked tribe]].
93* The fireflies. When Milo's flashlight first agitates them, a few of them start flying down to Milo. Irritated, he tries to swat at them with a [[ToiletHumor roll of toilet paper]], but it bursts into flames upon contact. He then notices the other fireflies landing on the other crews' tents, spontaneously setting them on fire where they land. He looks up, notices an ''entire swarm'' of them descending on the camp. Milo can only utter this stunned non-sequitur: "[[OhCrap Fire]]."
94** During the attack, one poor truck driver gets ''burned alive'' when the fireflies begin attacking the front of the truck, and all he can do is vainly try to fight them off as he is surrounded by fire. Thankfully, we don’t get to see all of it, and his misery was likely cut short when the fireflies ignited the nitroglycerin the truck was carrying, but it’s astonishingly brutal, especially for a Disney movie,
95* The Crystal Chamber can be considered NightmareFuel, if only in the sense that it's an eerie environment. Think about it: It's underneath the city, in a darkly-lit cave, where the only light source is the Heart of Atlantis, which gives off a creepy, blue glow. Not to mention that, hovering around the Heart, are huge, ominous rocks carved to resemble the faces of ancient Atlantean Kings. It also emenates a faint, mysterious humming sound (closed captions describe it as ''murmuring voices'', which makes it more disturbing). Then Rourke kicks a pebble into the water, and the Crystal's color suddenly goes from ethereal blue to ''blood red'' and the ominous humming becomes louder. To a child watching the movie for the first time, it can be somewhat unsettling.
96-->'''Helga''': [[NotSoStoic C'mon, let's get this over with!]] [[OOCIsSeriousBusiness I don't like this place.]]
97** What's more unsettling is the part where Kida transforms into a crystal being, because anyone can tell that that's not really her anymore, just some...thing [[PeoplePuppets using her body as a vessel]]. Even ''Rourke'' [[EvenEvilHasStandards seems mildly freaked out by it]].
98---> '''Possessed!Kida''': "'''''[[VoiceOfTheLegion SOH-lesh MAH-toh-noat MY-loh THATCH-toap. Kwahm TEH-red-seh-nen.]]'''''" [[note]]"All will be well, Milo Thatch. Be not afraid."[[/note]]\
99'''Rourke''': (''visibly disturbed'') What did she say?\
100'''Milo''': Um, I dunno. I didn't...catch it.
101*** Whoever edited the movie's [[https://youtu.be/sZIimDPZQwg trailer]] seemed to realize how effective and memorable this moment would be. [[TheStinger At the very end of the trailer]], you hear this line as Crystal!Kida's eyes open.
102* The final battle inside the volcano. Upon discovering that Milo, along with the crew and several Atlantean warriors, are flying in giant fish machines, Rourke orders his men to arm themselves up for combat while he boards the blimp with Helga. At first, the battle is in Rourke's favor as the soldiers proceed to mount their own flying machines and fire their weapons against the heroes, killing a few Atlantean warriors in the process as a few fish machines have been struck before crashing down in explosions, some of which killed a few of the soldiers. What's more tragic is that the Atlantean warriors only have bows and arrows which they use to fight back, which is nothing compared to the soldiers' weapons; Audrey even lampshades this earlier to Milo about this.
103** When the heroes discovered that the fish machines can emit energized lasers that can obliterate targets, they passed on the information to the warriors, allowing themselves to take down many of the soldiers' trucks and flying machines and turning the tide of the battle to Milo's favor. While it's justified as the soldiers were willing to aid Rourke in killing off an ''entire'' civilization just for profit, and they had plenty of chances to change their minds, seeing them get absolutely destroyed and killed by the protagonists during the climax is at least a little unsettling; a small scene shows a few of the soldiers being killed by an energized laser destroying their truck, [[XRaySparks briefly exposing their skeletal forms in the process]]. They were the last survivors from the crew after most were killed by the Leviathan. All this happened after the protagonists already had a funeral service for the ones that already died. They had no choice. So justified? Yes. Still incredibly tragic? [[AlasPoorVillain Absolutely.]]
104** Just the nature of the remaining batch of crew-members who work for Rourke. Applying RuleOfSymbolism, there's something inhuman about how they are almost always wearing gas masks, as opposed to the starting crew-members, who you felt bad for when they are killed by the Leviathan attack. But these guys? You can't see their faces, making them cold and alien.

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