''VideoGame/CarnEvil'' is supposed to be taking place in a CircusOfFear. You'd better believe there's NightmareFuel.
* The "Freak Show" level. It features several different types of enemies, including flies and maggots with human faces, twin brothers attached at the waist that laugh when shot to death, severely tortured and possibly brainwashed sadomasochists, and the rotting corpse of a "bearded woman" (which is infested with said human-faced maggots).
** There's also set pieces like a "fly trap" whose floor collapses to reveal lumps of rotting flesh under it, and a torture hall with some machinery smashing corpses to goo and putting them in giant cereal bowls, which is probably food for the next entry.
* The [[TortureCellar Chamber of Horrors]]. Seriously, who would include a ''torture chamber'' in a freak show?
** Also disturbing is the assembly line beneath the chamber. One of the inmates goes right into a grinder, and then you see what looks like bloody pudding being spewed into gigantic bowls on a conveyor belt. You see several bowls just like these inside the gigantic pen when you enter it, whereupon you figure out what was being manufactured: food for the boss!
* The horrific boss fight with Junior, a gigantic FrankensteinsMonster baby that chases you around a huge baby cage/arena, complete with giant toys, while a very eerie version of "Pop Goes the Weasel" plays. The only way to kill him is to electrify him and reduce him to a huge pile of ashes. [[http://www.youtube.com/watch?v=lD-d8_DTrJE Check out by yourself, if you dare]]. Hell, Midway eventually released a version that added the option to replace Junior with a slightly less (but still) scary teddy bear monster named Deaddy.
* When Evil Marie is defeated, she gets [[ImpaledWithExtremePrejudice impaled]] on the spire of the tomb. Her blood is seen flowing into the water, turning it red as the screen fades to black.
* Even the mooks are drop-dead horrifying, continuing to smile their frozen, goofy grins even after you've blown half their heads off and severed their limbs. You can even shoot their bodies [[StrippedToTheBone down to the bone]] or blast them to pieces. The flying clown head spouting gory rhymes doesn't help either.
* One of the power-ups you can find is an [[HollywoodAcid acid gun]]. When you shoot enemies with it, they flail around in agony as they ''slowly melt into sludge.'' And all the while, the acid bubbles and hisses...
* The HauntedHouse level in its entirety.
* When the player enters the Big Top tent, the first thing they see is the ticket booth, which reads, "Pay with your LIFE!"
* The ending of the game. The heroes manage to beat Tokkentakker and send [=CarnEvil=] back to the underworld, just barely surviving a fall from an exploding Zeppelin. They wake up, its daytime and they're back in front of Tokkentakker's grave [[spoiler: to which a new token is suddenly dispensed. Our hero promptly inserts it into the Umlaut Statue's mouth despite Betty's pleadings. The game ends on Umalat eyes opening as the screen darkens around them, he chuckles evilly while Betty lets out a scream.]]