[[caption-width-right:320:[[SchmuckBait Just try and go in. See what happens.]]]]
With a [[DarkerAndEdgier darker atmosphere]] than ''YumeNikki'', this game ''certainly'' has its share of unsettling moments and surreal images.
* Deep in the body area is the "Dying Girls event" and perhaps the most disturbing thing in the game. You enter a room and are surrounded on all sides by small, black-haired girls placed symmetrically around the room and a giant one crucified to the wall. One by one, they ''explode'' into masses of blood and guts on the floor. Finally, the girl on the wall slowly melts and her organs spill out while the screen goes to static. You're forced awake once you interact with her, only to notice that there is now blood in your real room...
* The Candle World Kaibutsu. Even if you have the broom effect, it still moves [[OhCrap three times as fast as you]].
* The red demons. They're strange red creatures with [[BellyMouth one too many mouths]] and with only one goal in mind, to catch you. If they do, they vanish in a red haze of static, disabling any effect you have equipped in the process.
** The endgame takes them to a new level. If they reach you, they slowly corrupt Rust and disfigure her body. Since you lack any effects, you can't defend yourself against them, and worse yet, when they have a clear path to you, they rush at you at three times normal speed. The first time this happens makes for a ''very'' potent JumpScare.
* The giant, black and orange machine thing in Oreko's house, that she is sometimes seen working on. It's ''huge'' and looks like something straight out of a [[SurrealHorror kid's nightmares]]. Worst of all is that when you first encounter it, there's no way you'll know that it's just a computer, just that it's especially terrifying in a game already filled with unnerving things.
* [[http://archive.uboachan.net/flow/src/1309837474917.png The Screaming Black Beast]]. The whole one-room "world" is the body of some large, deranged creature that's looks to be screaming in pain. The only way go further is to enter one of its "mouths" or use the sewer-hole to the side.
* The Corrupted School events:
** When you enter the school this time, the front-desk Kaibutsu are absent. First warning sign. When you walk into the first room, you're greeted with red static and Sabitsuki-lookalike Kaibutsu wielding iron pipes. The children that normally populate the halls are replaced by slim, white stalk-things with bloody eyes. If you manage to get to the end of the path, you find Smile... who promptly hammers you while he laughs heartily.
** Rust's version of the Corrupted School event. The Kaibutsu are replaced by giant red demons, OneHitKill versions, that just form out of nowhere. Any Kaibutsu that appear get turned into giant red demons as they scream painfully. And in the final room, Rust turns into one of the Kaibutsu herself, and interacting with Smile makes Rust smack him, possibly killing him.
* [[ThingsThatGoBumpInTheNight The Nightmare event]] -- which certainly lives up to its name -- that occurs when you pinch your cheek to wake up, and is triggered by an Erosion Counter of 250 points. You'll find yourself in bed, unable to move, as blood spreads out from your door and the room becomes fogged over. The screen distorts as the Sabitsuki-lookalike Kaibutsu enters, makes a beeline for your bed, and pipes you, forcing you to stand up from your computer. It's made even worse by the music, which is best described as a [[HellIsThatNoise chaotic rumbling]]. Sabitsuki even pinches her cheek after the event is over.
* The blood-splattered Streets area accessed in the alley where one can also access the asylum, Sugar Hole restaurant, and the Dead Hole, and where one has to go through to obtain the Handgun effect. The streets are splattered with blood and populated by vaguely humanoid blob [=NPC=]s, and the music is an eerie sort of thumping with heavy breathing-like noises in the background.
** It's made even worse by the resident randomized event there, accessed by going up at the first intersection and dead left. You enter a transition room where the light darkens, the music stops and is replaced by an even eerier, darker track that makes one's skin crawl. Beyond that is a blood-splattered room home to particularly disturbing sights: most of the time the room is blocked off, and beyond the cones one can see things like a Kaibutsu beating a hunk of gore, a Cleaner standing menacingly with a chainsaw in hand, or three [=NPC=]s standing in a row by a fire. Occasionally, if the player turns around to go back, one of the blob [=NPC=]s will be suddenly lurking in the path. Thanks to the atmosphere the music gives off, this event is one of the more disturbing ones.
** One of the random effects of this event is when there are no cones blocking off the blood-splattered room, but when the player turns around to go back, is caught by one of the now-distorted blobs running at high speed. Sabitsuki is then transported to a "maze", effectless, where you must evade more of the distorted blobs (or get kicked back to the start) and enter a door. The screen goes black as Sabitsuki's footsteps indicate she is walking a distance, and when she exits -- using another door in the streets that one could previously not enter -- her face is shadowed over and she's wielding her iron pipe.
* Pretty much the entirety of the endgame: you have to traverse the world as Rust and collect three empty boxes from three particularly disturbing locations with horrifying implications, as Rust is torn apart by the red demons. And that's not even getting into what you have to go through to get the third and final ending of the game, or what happens during the ending itself...