[[caption-width-right:350:Maybe this scene was deleted for good reason.]]
* After being forced off of Peter, the symbiote latches on to its next host with a vengeance. Seemingly in order to ensure that it won't be rejected again, it goes all the way with Eddie Brock, literally pouring itself down his throat. But by far the creepiest part of that scene was when Brock started to [[SlasherSmile enjoy it]].
** [[http://cdn1-www.craveonline.com/assets/uploads/2012/03/file_184297_0_Spider-Man_3_Venom-642x362.jpg VENOM!!!]] It's hard to believe the same actor who played ''Eric Foreman'' is underneath that suit!
** Also when Eddie gets pulled out of the symbiote in the final battle. Not that bit, but when the symbiote starts to grow taller, towering above Peter, nearly reaching the roof... that's when you realise that [[http://i.imgur.com/sUSRVy4.png THIS is the true Venom.]] It's a good thing Carnage was never brought into the film, because that would have been absolutely terrifying.
*** A particularly horrifying version of this scene occurs in the novelization: When Peter finally forces the symbiote off Eddie, [[spoiler: it's revealed that the symbiote had, at one point, ''absorbed Eddie's body to create one for itself, leaving only his smoking bones behind.'' Then the symbiote ''talks'', telling Peter to never wound what he can't kill. It's left ambiguous how much of Eddie was coming through the symbiote during the final fight, or if it was the symbiote talking all along]]. Yikes.
* The symbiote attaching itself to Peter as he lay asleep and defenseless.
* In the editor's cut, just before Peter humiliates Eddie at the Bugle, he is in his apartment, staring at the black suit. Then he begins to [[SlasherSmile smile eerily]] as the music playing gets louder to the point you'd think the symbiote was ''talking to Peter''.
* Peter Parker as Black Spider-Man is pretty terrifying in his own right, as his fighting style is more [[TheBerserker aggressive]] and [[CombatPragmatist dirty]] and he can withstand Sandman whereas in the first fight he was overpowered.
* The infamous deleted "mirror" scene (shown right), where Peter stares at his own reflection, only for him to get a brief flash of the symbiote's true nature in the form of a JumpScare.
* Sandman's [[BodyHorror transformation]], along with his later OneWingedAngel form.
* Harry's half damaged face from [[spoiler: Peter, his own friend,]] throwing one of his bombs back at him.
* In the video game adaptation of the film, the Lizard levels are this, full stop. In them, the player is treated to the horrifying sights of how the Lizard has created his own reptilian-army -- by kidnapping humans from off the streets and placing them into cocoons that slowly mutate them into lizardmen. Things only get worse later on in the game when Spider-Man revisits the sewers, finding that it has now been completely taken over by the Lizard and transformed into a location that feels like it came straight out of a survival horror game (right down to the level's [[https://www.youtube.com/watch?v=n8FAk985RYs music]]).