Despite the reputation this game has garnered, it's still [[CerebusSyndrome one of the darkest games in the Sonic franchise]] as the below entries will show you.

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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/snapshot2.jpg]]
[[caption-width-right:350:[[Literature/IHaveNoMouthAndIMustScream I have no mouth...]] and ''[[TheFourthWallWillNotProtectYou you]]'' [[TheFourthWallWillNotProtectYou will scream]].]]
* Going up yet ''another'' level from his previous schemes, Dr. Eggman's plan in the game is to use the Chaos Emeralds and Solaris to [[MultiversalConqueror gain control of time, space and all of reality forever]]. He's also a lot more of a NoNonsenseNemesis this time around; banishing Sonic, Tails and Knuckles to the distant future [[ILied as soon as they give him their Chaos Emerald as ransom]] for Elise's safe return, sets [[HostageSituation a runaway train to crash into explosives to cover his escape]] on Radical Train, and very seriously threatens to [[SadisticChoice bomb Soleanna to the ground with the Egg Carrier if Elise does not willingly give herself up]] after Sonic helps her escape.
-->'''Eggman''': Sonic... [[RaceAgainstTheClock shouldn't you save the train before chasing after me?]]
* Mephiles the Dark's introduction. He slouches over and walks as though a puppet on strings with his creepy staring eyes, able to talk without moving his mouth, all with [[https://www.youtube.com/watch?v=Qfhz5yz1U9o this music]] playing.
** It's even creepier in the Japanese version. Dan Green is a brilliant ColdHam in his performance, but there's just something about Takayuki Sakazume's inflection as that slow CreepyMonotone.
** Just Mephiles in general. Iblis is the more powerful and immediate threat, but Mephiles is just unsettling and filled to the brim with ParanoiaFuel. He prefers to get into people's heads, attempting to manipulate anyone he comes into contact with, successfully tricking Silver into almost killing Sonic and attempting BreakThemByTalking on Shadow and Omega at different points in the story. That's not to say he's ''completely'' defenseless in battle; he can make multiple copies of himself, fire dark energy, darken the floor beneath him to hide in, and create his own dark minions to do battle with. And the worst part is that most of what he says is MetaphoricallyTrue; considering that Sonic ''is'' an Iblis Trigger, albeit not in the same way he implied to Silver, it's not a stretch to assume that he's presenting the truth in a less than accurate way to trick people into making the wrong decisions. Which then begs the question... [[FridgeHorror how many details of Shadow's future death and crucification did he purposely leave out?]]
** His [[LaughingMad insane laughter]] after killing Sonic, without his mouth moving and with his head rolling back, is also incredibly unnerving... especially considering Mephiles, by [[BarrierMaiden making Elise cry to destroy its seal]], now has the means to [[FromBadToWorse fuse with Solaris and consume all of time itself.]]
** The fact that Mephiles was actually able to ''[[HeroKiller kill]]'' Sonic is frightening enough.
* This game is the first, and thankfully only, to feature a realistic-looking Eggman so far. Unfortunately for Eggman, he was never meant to look realistic in the first place, and therefore [[FollowTheLeader attempting to cash in "serious, realistic-looking next-gen games"]] only resulted in Eggman falling deep in the UnintentionalUncannyValley.
* The Mephiles boss fight involves him summoning an [[MesACrowd entire swarm of mini-Mephiles]] which will dogpile Shadow while making creepy, high-pitched noises.
-->'''Mephiles''': It doesn't matter ''how'' many of them you defeat.
** Also, [[https://www.youtube.com/watch?v=UJ8PFy-v4vI the music]] during his boss battle, which can best be described as a sinister, chaotic blend of rock guitar and techno, backed by high-pitched mechanical shrieking and horror movie-esque piano notes.
* [[BadFuture Crisis City]], the [[RuinsOfTheModernAge ruins of a modern-day metropolis]] leveled to the point where it's half-submerged in lava and regularly decimated by firestorms. Silver straight-up says at the start of his story that it's a bad place to live.
* In the final level, [[TheVeryDefinitelyFinalDungeon End of the World]], there are dark-colored pocket dimensions with creepy reptilian slit pupils, known as the [[DemonicSpiders Eyes of Solaris.]] The dark red type warp mass from other locations to bombard you with containers, and the dark blue type [[UnrealisticBlackHole sucks in everything surrounding it like a black hole,]] including [[OneHitKill you for an instant death]]. Oh, and if too many of them spawn at once? [[NonStandardGameOver Space-time collapses in on itself]].
** The End of the World and the fight against [[MadGod Solaris]] take place in [[AllTheWorldsAreAStage a chaotic fusion of Soleanna's various places]] in a bleak purple limbo, that is evidently in the process of completely collapsing in on itself due to Solaris devouring both time and the very fabric of reality. It's especially eerie to revisit [[SceneryPorn all the beautiful places you've visited]] in Soleanna when they've now been reduced to [[PlayerPunch such a decimated and frankly]] ''[[PlayerPunch wrong]]'' [[PlayerPunch state.]]
* The beginning of the last story, with Mephiles grabbing the Purple Chaos Emerald as it floats towards him. Afterwards he slowly turns his head to the camera and faces the player [[NothingIsScarier all without saying a word,]] implying [[TheFourthWallWillNotProtectYou he's well aware of both the fourth wall and your presence.]]
** The way he turns towards the camera and the creepy stare as he delivers, [[NoMouth despite not having a mouth]], ''[[SlasherSmile he's smiling]]''; an implication supported by the fact that the reprise of his {{Leitmotif}} playing at the time is called ''"Mephiles' Smile"'' on the soundtrack. How effective a monster do you have to be when you can grin so frighteningly without even needing a mouth?
** The musical track for The Soleanna Festival sounds calming and majestic but then it gets a little eerie as the track comes to a close with a LastNoteNightmare.