* The giant eel in Noki Bay. He's ''huge'' and you have to fight him in a dark, underwater trench. And he attacks by trying to eat you! Especially bad if you're not good with water.
* Phantamanta. It's a large, paper-thin orange shadow in the shape of a manta. Wherever it goes, it leaves a trail of goop and emits a really creepy shriek when you try to spray it. The worst part? It's an AsteroidsMonster and divides into smaller faster shadows as it is destroyed. When you've finally destroyed half of the original manta, the remaining mantas [[TurnsRed stop fooling around]] and all converge on your position at once with incredible speed at a time when you're probably almost out of health. You may think that going in the lake would protect you from it, but it just hovers over any water! ''Nowhere is safe!''
* Phantamanta has a [[http://www.youtube.com/watch?v=uZaL95n2Isc remixed version of the Goopy Piranha Plant/Plungelo battle theme]] that is pretty unnerving.
* Shadow Mario and his scary [[RedEyesTakeWarning red eyes]].
* A bit more meta, but the game uses bitmap images for generating goop on maps. The bitmap for an [[DummiedOut older version]] of Bianco Hill's goop shows what looks like a "Kug" (a DummiedOut enemy), a piranha plant, [[BreadEggsMilkSquick and... a]] NightmareFace with what looks like hexigonal teeth, big eyes, and a weird-looking wisp-hand sticking out. See it for yourself: [[http://tcrf.net/Super_Mario_Sunshine#Early_Bianco_Hills here.]]
* Try not to think too hard about the implications when Bowser calls Peach his wife. It's not true, but Peach seems...oddly complacent about it to say the least.
* A few of the music and sound effects in Sunshine can be terrifying. For example, Hotel Delfino, a HellHotel-type ghost house stage, is frightening enough on its own, but its [[http://www.youtube.com/watch?v=E0Y6uNRtCfs background music]] is a fairly standard-sounding tune...with ''bones rattling in the background''.
* Getting sucked into another dimension. You lose FLUDD, have only your jumps, are trapped in cheery, happy puzzle-worlds and the levels are NintendoHard. Hope you brought plenty of lives!
* The Blooper Surfing course can be pretty spooky when you realize that there's no roof to the area. Instead, past a certain height, there is just [[NothingIsScarier blackness]]. It doesn't help that there are a [[RealIsBrown lack of bright colours]] in the area, in contrast to most of the game, making the area feel unnatural as a result.
* You thought King Boo was frightening in ''LuigisMansion''? Wait'll you see him ''here''.