* The description of Mirkwood, particularly at night. [[TheWallsHaveEyes Surrounded by eyes just watching them, particularly the insect eyes]]. And if fires were lit, more eyes came and moths flapped everywhere.
** Also in Mirkwood, the [[PrimalFear slow dwindling of their supplies until they were hopelessly lost without food or water]].
!!''An Unexpected Journey''
* Why ''hello'', Witch-King of Angmar! And without your cloak, too.
** Shortly followed by the appearance of the Necromancer. He makes the cloaked Nazgűl look positively radiant.
*** And he looks like SlenderMan!
* Azog the Defiler. He's basically Lurtz' precursor... But ''more'' vicious.
** Azog's prosthetic hand, which is attached by impaling a spike lengthwise through the stump of his forearm.
* Gollum's eyes, and the way they seem to glow eerily (with an almost ProphetEyes effect). Not to mention his entrance -- [[spoiler:killing a wounded goblin and dragging it off to his cave to be skinned and eaten]]. Brrr.
** Speaking of that goblin, it's unnerving that Sting's glow goes out at the ''exact moment'' the Goblin stops moving. [[OhCrap Bilbo's realization]] (along with the audience's) doesn't help.
*** Becomes even more unnerving when we see Gollum ''right above'' an unaware Bilbo.
** Gollum in general is far more frightening than he was in the previous trilogy. Less [[ButtMonkey "that guy everyone kicks around,"]] more [[AxCrazy "dangerous lunatic who might help you... or bash in your head with a rock, depending on his mood."]]
*** Best illustrated when he's waiting for Bilbo's final riddle:
--->(''gently'') Ask us... (''much more viciously'') ''Ask us!''
** And during the aforementioned bashing? He's singing a ''lovely'' little song.
-->The cold hard lands, they bites our hands, they gnaws our feet! The rocks and stones, are like old bones, all bare of meat! Cold as death, they have no breath, it's good to eat!
** And then, near the end of the the game of riddles, Bilbo is distracted by the sound of a bat flying by. When he turns back, ''Gollum is gone.'' Then he speaks his riddle in a hauntingly menacing way - his raspy voice echoing off the walls, coming from seemingly everywhere and nowhere at once - and when Bilbo doesn't figure it out right away, he taunts him in as creepy a way as possible.
--> ''"[[ImAHumanitarian Is it taaaaasty? Is it scruuuuumptious? Is it]] '''[[JumpScare crunchable?!"]]'''''
** When he realizes Bilbo has the Ring. His face contorts into this deranged murderous rage of a desperate junkie who'd stab a guy to get his fix. When he whispers "He stole it," both Bilbo and the audience know that there's no reasoning with him anymore.
* The Ring itself. If you've watched the original trilogy, it's scary enough. If you haven't, it's still pretty creepy in how off it is, and the way it seems to move itself at times. If you thought you couldn't do UncannyValley with a ring, you'd be wrong.
** Perhaps the largest moment of this is when Bilbo first wears the Ring. It flies into the air as Bilbo falls, he himself half-reaching towards it. It almost looks as if it is going to fall past him to the ground, only for it to suddenly jerk back towards him and fall upon his finger with an attraction that looks vaguely magnetic. The whole thing is ambiguous, and makes the Ring seem almost...alive in a way that the [=LoTR=] trilogy never does.
* The glimpses we get of Smaug, while whetting the appetite for the next movie, are nonetheless rather horrific.
** The ending scene is a prime example of NothingIsScarier. The moment we see the inside of the mountain again, you just ''know'' he's there somewhere, but all you see is gold... until Smaug snorts, gold pouring down from his buried form. That's right: Smaug, a giant dragon larger than castles, ''was so well hidden and quiet that you wouldn't have known he was there until too late''.
* [[spoiler:Azog throwing Thrór's decapitated head at Thorin's feet during the Battle of Azanulbizar.]]
* What little we see of the [[GiantSpider spiders of Mirkwood]] is scary to any arachnophobe.
** Especially how we [[NothingIsScarier don't see them right away.]] We see mostly shadows and creaking of walls as they crawl over Radagast's house.
* The Wargs. Imagine hearing a howling sound all of a sudden and dozens of those beasts chasing after you with their demonic eyes and fangs. Especially Azog's white haired one.
** There's also the fact that while trying to get at the Company near the end (who are up in the trees), they tear, claw and bite branches ''thicker than men's arms off with little effort, and their combined efforts were enough to uproot nearly ALL of the trees''.
* The giants. They appear to be made out of rock, blend perfectly well with the surrounding mountains, and fight each other by punching and throwing chunks of the mountain at one another. For Bilbo and the dwarves, it's like being caught in a horrible landslide or an earthquake, with a storm raging to boot.
* For those who are acrophobic, being in Ori and Dori's position before they're rescued by the eagles. They're hanging on by only Gandalf's staff, and eventually slip and start falling before the eagle catches him.
* There also the more subtle idea that Sauron was barely beaten in the War of the Ring, imagine Gandalf's fear of what the Dark Lord could do if he could persuade Smaug to ally with him. In short, ''nothing'' could stop him.
!!''The Desolation of Smaug''
* From the exclusive clip Peter Jackson released of the next movie. [[spoiler:Gandalf is searching through an old tomb. The tomb consists of a narrow crumbling walkway that's barely two feet wide, suspended over a ten story drop, which is great if you're afraid of heights. We see that there are ''nine'' tombs and they have all been violently opened. Gandalf realizes that nothing broke into the tombs. [[OhCrap Something broke out.]]]]
* From the trailers, we have Smaug's head slowly coming around the corner, looking directly at Bilbo. It's our first look at the dragon, and it's '''terrifying'''.
* Smaug speaking at the end of the second trailer. That Creator/BenedictCumberbatch delivers a truly chilling performance worthy of the dragon is evident with just a few lines. Bonus points for having his voice, which is plenty deep on its own, somewhat altered to the point that it sounds downright ''demonic''.
-->'''Smaug:''' [[http://youtu.be/mbOEknbi4gQ?t=1m55s Well, thief! Where are you? Come now, don't be shy...step into the light!]]
** Considering that he was RetConned by Tolkien as one of the Fire Drakes of Morgoth, he's walking, talking NightmareFuel, and sounds exactly the part.
** First, Bilbo sees his eyes and snout emerging from a pile of gold. He is utterly terrified, and backs up behind a pillar to hide himself, but then... then on the other side of the pillar, Smaug's claws pop out of the gold pile, flexing. [[OhCrap The look on Bilbo's face]] as he realizes the size of Smaug, while he's WAKING UP!
** On top of that, at the beginning of the trailer, Bilbo sounds utterly terrified as he talks to Smaug.
** The fact that [[spoiler:Smaug can ''smell'' the difference between the One Ring and the familiar, abundant gold of Erebor]]. This detail freaks out Bilbo to the extent of [[spoiler:taking the ring '''off'''... ''directly in front of Smaug''! He ends up having better luck with invisibility when running away from Smaug because it makes him harder to pinpoint than when standing still.]]
*** This part chills me out the most. When I watch this I thought the ring will be the perfect way for Bilbo to find get the Arkenstone and get out. But when its reveal that Smaug's SuperSenses allow him to ''find Bilbo even with he Ring'' shock me, and Bilbo had an OhCrap face when he realized it.
*** Not to mention that he knows that [[spoiler: Sauron]] is out there and rebuilding his strength and is willing and eager to burn the world to ash like he did Dale and Erebor at his command if he comes knocking, which make sense as Smaug is a Fire Drake meaning that Sauron and Fire Drakes use to work together. No wonder Gandalf wants Smaug gone!
* The sudden flashes of the Eye of Sauron in multiple trailers, especially given what they imply.
* The big reveal [[spoiler:of Sauron is quite creepy in its sheer surreality. He manifests as something between a cloud of smoke and a shadow that casts itself on nonexistent surfaces and angles and tries to suffocate Gandalf in his darkness. When it fails, he reveals his humanoid form, which is like the armoured figure from the prologue of the ''Fellowship'', but made of fire. Then the fire spreads from him, leaving him in the middle as the pupil of the Lidless Eye.]]
* Much like in ''The Fellowship of the Ring'', we get our JumpScare from the unlikeliest of sources: [[spoiler:When Thranduil starts shouting at Thorin about dragons, some illusion he seems to have over himself fails for an instant, and we get a ''lovely'' closeup of his face. Particularly the half that's suddenly a burned, wrecked mess, with a freaky white eye and spots where we can see through to the ''bone.'' Thranduil knows dragon fire indeed.]]
** [[http://25.media.tumblr.com/9f66ccc1e2da6d3b6aec20777893d3b1/tumblr_mxyr2gVS8q1r4sc23o1_500.jpg Behold!]] [[http://24.media.tumblr.com/2e8c054d1341dd6fc57bdf3d4be7843b/tumblr_mxypyrrn3i1shg8pro1_500.png And again!]]
* A moment that's not terrifying at first, but rather [[FridgeHorror slowly seeps in]]: [[spoiler:Bilbo murders a scared infant spider because it ''accidentally touched'' the Ring]].
** AKA Scary trapdoor evil Mirkwood spider fucks up its ambush and Bilbo shanks it before it shanks him.
* Mirkwood is a scary place even before the spiders show up. The MindScrew hallucinogenic effect it has on the company is very unsettling.
* The spiders. They actually ''roar'' (or as close as you can get). They capture the dwarves quickly and efficiently when Bilbo isn't watching. The idea of being bundled in spider-thread is ''not'' pleasant.
** Shelob was large and rather bulbous. The Mirkwood Spiders are smaller, but they're leaner, sharper, and somehow more menacing.
** Their voices heard when Bilbo wears the ring are rather unsettling as well. ''"Feast... feast... FEAST..."''
** The fact that Bilbo can understand them when he has the ring on! Their hisses and squeals are translated into menacing words. And the effect lingers for a short while when he takes the ring off...
* Gandalf nearly falling into the abyss when he goes to investigate the High Fells.
* The ending [[spoiler:with Smaug flying into Laketown, ''pissed'' after getting doused in molten gold and roaring "I am fire...I am...DEATH!" It's also silent as this happens. No music playing from there until after the film cuts to black. It's pretty chilling.]]
** [[spoiler: Bilbo pretty much sums it up with the last line in the film.]]
-->[[spoiler: '''Bilbo:''' [[MyGodWhatHaveIDone What have we done?]]]]
!!From the [[WesternAnimation/TheHobbit Animated Film]]:
* Far from being bumbling and slow witted like in the Peter Jackson film, the trio of trolls are actually cunning and intelligent, as they instantly pick up on the fact that if Bilbo was there, then he'd have company. Heavily implied with their last conversation, they had a pretty good idea of what they were cooking and just arguing about the method, the worst being eaten "raw". Only by Gandalf's intervention, that the company was spared.
* Gollum, both in appearance and Brother Theodore's voice work. Until Andy Serkis came along and made the character his own, he was the definitive Gollum, and some fans say still the creepiest.
* The goblins' first appearance when they appear to be getting closer and closer in the dark.
* The "Riddles in the Dark" music.
-->''It cannot be seen, cannot be felt, cannot be heard, cannot be smelt, it lies behind stars and under hills, and empty holes it fills, it comes first and follows after, ends life, kills laughter. The answer is dark. The dark. Dark...''
* The spiders of Mirky Wood are bat faced AxCrazy fiends that cocoon and then eat their victims alive, especially creepy with their big blue, pupil-less eyes.
* While Smaug's appearance is silly, when he goes berserk, he is quite frightening for sure!