* The Grand Duke is one of the most frightening creations to come out of Creator/DonBluth's imagination. Except for the part where [[spoiler:[[AntiClimaxBoss he gets shrunk down to three inches in height and then cartoonishly chased away by his nephew]]]] right after his OneWingedAngel act. Isn't it a rule that the villain gets a [[RuleOfCool more dignified death]]?
** The Grand Duke might be responsible for some kids' deep and abiding fear of organ music.
** The Duke's [[FanNickname Lucky Charms]] breath could be considered scary as hell. Think about it: a force that could summon storms and turn kids into kittens comes with little stars, hearts and other brightly-colored symbols?! LightIsNotGood.
** When the Grand Duke drops his hamminess and [[spoiler:strangles Edmund with his magic]]!
** The following line:
-->'''Duke''': (''after stealing a phone from the animals'') Hello, kitty? It's the Duke. I have some rather ''bad'' news I'm afraid. *Ahem* When the batteries expire, ''[[ImpliedDeathThreat so will your friends]]''. [[FauxAffablyEvil Toodle-loo, cheerio. bye!]]. (''bites the chord of the phone while [[SlasherSmile grinning like a psychopath]]'')
-->'''Edmund''': (''sounding appropriately frightened'') [[OhCrap Oh no...]]
* Snipes's panic attack in the chest is disturbing, as he pecks holes in it causing water to gush in.
* The water ''itself,'' oddly enough, is scary. For small children who watched this movie, the idea that their homes and parents could be impermanent is disturbing enough, without a veritable biblical flood swamping Edmund's town. It doesn't help that the water is colored black.
* Watching the film while subscribing to any of the "Edmond is dead/dying" theories makes the whole film much more scary.