[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/LUOkm_8016.png]]
[[caption-width-right:350:"I received your invitation, young Avatar."]]

[[foldercontrol]]

[[folder:General]]
* The BigBad of the first book, Amon, could just be one of the creepiest villains in the entire series. Of course, he's voiced by SteveBlum, using his creepiest possible voice.
** He shares his name with Amon Leopold Goeth, a Nazi who was so crazy and sadistic, [[EvenEvilHasStandards even the other Nazis thought he was a psychotic nutjob]]. Also note that the chakra in the back of the neck is called the amon.
** His dull, dead eyes peeking out from behind his mask just makes him look even creepier. And worse, he wears the mask because he claims to have been scarred by a firebender who killed his parents. When he's unmasked, the scar looks impressively horrific, even if it is fake.
** He's extremely competent, planning every step ahead of our heroes, only losing when he was put into a position where had to improvise. Plus, his level of [[AntiVillain villainy]] is is [[AmbiguouslyEvil questionable]], even if he's ruthless, cold, and calculating. His preached ideals [[VillainHasAPoint bring up a good point]] in that the rift between benders and non benders is definitely there, something which Tarrlok also proves with his laws. With the power to remove bending, and with his great charisma, he's even convinced a lot of people to join his side, as he [[VillainWithGoodPublicity has a large following]]. Naturally, they're as creepy as he is.
*** The Chi-blocker Equalist mooks wear bizarre, inhuman gas masks with bright green eye lenses. As if that wasn't enough, they're horrendously athletic and paralyze people by attacking their pressure points, leaving benders unable to bend temporarily. They never speak or even grunt, and they communicate completely through hand motions and silence. Just like their leader, they're also [[EliteMooks very competent]]. There's no MookChivalry being obeyed here and they use every advantage at their disposal to overpower and dominate their opponents. Almost every main character has trouble fighting them.
*** One of Amon's [[CoDragons right hand men]], The Lieutenant, is [[LightningBruiser very fast and powerful]], he has proven to be a terrifying combatant. Just like Amon, EvilSoundsDeep, being voiced by Creator/LanceHenriksen. He has no qualms with, and even enjoys electrocuting anyone that stands in his way.
*** The other of Amon's [[CoDragons right hand men]], Hiroshi Sato, was at first, a CoolOldGuy who supported our heroes. Eventually, he's revealed to be the arms manufacturer for the Equalists. He's the guy who's responsible for the nearly indestructible mecha tanks, the airships and biplanes, as well as the electric shock gloves. But the worst thing about him is his [[SanitySlippage descent into madness]] as the Book progresses. His wife was killed by a firebender, and thus he sees that the next logical step is to eliminate all benders, as an act of revenge. He was driven further over the edge when he tried and failed to get his daughter to come over to his side, leading to a confrontation in the mecha tanks that nearly killed her.
** Amon had Korra on the ropes and could have subdued her if he really wanted to, but saved her for last since he didn't want to make her a martyr. Korra, our [[HotBlooded headstrong]] [[{{Badass}} hero]], was utterly terrified of this man, and had nightmares about him. And in one episode, it nearly came true! Their first confrontation took place on Aang Memorial Island, in the middle of the night. Korra, being as brash as she was, thought that he would honorably face her in a duel. Instead, she gets ambushed and held down by Equalists, while Amon appears in the darkness to hold up her face and taunt her, saying he'd leave her for last. The aftermath of this scene, with Tenzin trying to comfort Korra as she bursts into tears, makes this whole scene a very uncomfortable allusion to a rape scene.
** Take it as you will, most likely being a coincidence, but if you [[http://you-are-bolin.tumblr.com/post/23200693911 listen to this]], you'll hear Amon say "I've been forced to hide behind a mask ever since," and then it is reversed, revealing this sinister message: "Servants, I am the night." Perhaps just unintentionally creepy, but still creepy nonetheless.
** He has almost never lost a match, with only a few benders even being able to stand up to him. He studied the three main types of bending (as airbending at the time was only limited to four or five people) and knows how to deal with it exactly, same goes to his Equalists. But the reason why he's so deadly in combat, it turns out is that he's actually a bloodbender. He is the most talented one known, able to bloodbend without a full moon, and being terrifyingly proficient at that. He severs the chi paths in a person's body, preventing them from ever being able to bend again. Not even the best healer in the world, Katara, is unable to undo the damages. That is the power that makes him [[TheDreaded so feared]] among the cast. Plus, the way it's done looks eerily similar to an execution. It is hinted that he even subtly uses it to throw his opponents off, perhaps why no one could ever really get a good hit on him. Perhaps the most terrifying, inhuman thing is how he can [[UnflinchingWalk power through]] another person's bloodbending, just because his own is that strong, as Tarrlok unfortunately finds out. Amon is simply one of the strongest benders to ever live, and there is a good reason why many, many people fear him.
** And naturally, [[spoiler:he makes a [[OneSceneWonder surprise appearance]] in the final episode of Book 3 as one of Korra's hallucinations, being one of the very things that she fears the most. What's unsettling is how he's revealed: Zaheer's face cracks off and Amon's mask is revealed underneath. It's not pleasant to look at or listen to.]]
* There's a good reason why bloodbending has been outlawed. Yakone's family proved this, being able to bloodbend without a full moon.
** You have Yakone, who nearly killed Aang with this ability and managed to incapacitate an entire court room ''using only his mind''. That's how powerful of a bloodbender he was. If ever a {{sociopath}}'s eyes were presented perfectly in fiction, Yakone would be it. There's something just very unnerving when the camera does a close up on his eyes as he bloodbends. He regularly abused this ability and was convicted on nothing more than circumstantial evidence, earning him life in prison. It's really telling about what he could've done to manage that. Oh, bonus points for the way he'd ''twist'' people's limbs in unnatural ways until you could hear their very ''bones'' straining not to snap, their faces twisted in agony. ''That'' tends to leave an impression on the viewer.
** Then the mob boss lost his bending and his identity and retired, settling down to have a family. That is, until he discovered his sons were waterbenders... He planned to raise them and enact revenge on Aang and Republic City since he no longer could. Tarrlok grew up to be a SleazyPolitician and tried to control the city through law, realizing his father's dream without him knowing it at the time, while Noatak grew up to be Amon, the leader of an anti-bending revolution and tried to control the city through fear, also inadvertently realizing his father's dream and nearly destroyed the city as a result. They used to be such good kids, too, and they grew corrupted and used their bloodbending to get to where they were. Their deaths were also both tragic and unpleasant to think about, exploding on a boat in the middle of the ocean.
* Mako witnessed his parents being murdered by a firebender at the age of eight. Now think about how that would have likely happened. Hint: burning alive is a nasty way to die. Even worse when you consider that every single time he uses his firebending, he could be reminded of what happened.
* In general, seeing anyone get electrocuted looks very painful, much more so than the first series, even if it's apparently a lower voltage and never did more than knock anyone out. The worst example is when Lin is electrocuted on the Equalist airship and her head is rattling, her eyes wide open, her mouth gaping, as if she were being killed on the electric chair.
** Taken even further in book 3 when [[HandicappedBadass Ming-Hua]] is electrocuted by Mako, effectively killing her.
* The BigBadEnsemble of Book 2 of the dark Spirits, and the characters in charge of them, are pretty frightening.
** You have the Spirits themselves, who can either be cool looking or scary looking. [[CreepyAwesome Or both.]] But for the most part, Korra fights the dark Spirits, and they're just very... [[EldritchAbomination alien looking.]] [[http://benditlikekorra.tumblr.com/post/68218599356 However, they could have looked much worse.]] They move in unnatural, creepy manners, and worst of all is when they are [[TheCorruption corrupted]] from peaceful, friendly spirits to these hostile monsters, all because of either of the following two.
** [[GodOfEvil Vaatu]] is in charge of all of the dark Spirits, and while he resembles a giant flatworm, something just looks... [[EldritchAbomination very wrong]] about him, nothing natural. He [[TheCorruption corrupts spirits]] and as the [[ChaosIsEvil god of chaos]], he is essentially the BiggerBad of the whole series, and the BigBad of this Book. He has existed before man was born and will exist forever. [[spoiler:He also makes a [[OneSceneWonder surprise reappearance]] at the end of Book 3, being another one of Korra's deepest ingrained fears, hallucinating him. Ming Hua dissolves and morphs into Vaatu, flying up to Korra, taunting and tormenting her. It's even speculated that it could have actually been him...]]
** Then you have Unalaq, one of the most vile human beings in either series, right up there with Ozai. Incidentally, both are [[AbusiveParents awful parents]], too. Unalaq's crimes include manipulating a [[KangarooCourt courtroom trial]] to attempt to get anyone who opposes him removed, setting up a scheme for dark Spirits to attack the Northern Water Tribe just to frame his own brother, [[CurbstompBattle nearly killing]] said brother and sparing him just so he can watch him conquer the world, [[ParentalNeglect not giving a damn]] about his own son being injured, [[WouldHurtAChild destroying a little girl's soul]], freeing the aforementioned GodOfEvil and fusing with him to achieve entire world conquest, destroying the link to the past Avatars of many generations... suffice to say, Unalaq is a terrifying person to cross. [[spoiler:Actually, another one of his crimes include being part of an anarchist group only to betray them all and manipulate them for his own end. He also makes a [[OneSceneWonder surprise reappearance]] in the final episode of Book 3 as one of Korra's hallucinations. Ghazan's neck snaps and twists around, then his face is changed to Unalaq's face, in yet another very disturbing moment.]]
* Once the series switched to digital distribution, it became [[CerebusSyndrome much, much darker]], featuring some truly disturbing violence and death.
* [[https://www.facebook.com/video.php?v=441560382649863 This video]] sums up the scariest parts of the first three Books. Because you know, [[WhatDoYouMeanItsForKids this is a kid's show]].
[[/folder]]

[[folder: Book 1 Episodes]]

[[foldercontrol]]

[[folder: "The Revelation" ]]

* Amon's speech. It brings to mind [[UsefulNotes/AdolfHitler a certain figure from history who used his charisma to sway whole crowds of people]].
* When Amon depowers Lightning Bolt Zolt, his lightning degrades to fire, then to nothing at all. Something about that is so unsettling. And how Amon threw Zolt off balance and cause destruction with the lightning just to remind the people how dangerous the bending arts were prior to that.
* The look that benders have on their faces when Amon is about to try and take their bending powers away. The situation is bad enough, but it's even worse when the benders have this look of absolute, pure terror on their faces that is just so unsettling. Even worse when Korra, of all people, has this terrified look as well. [[{{Badass}} Knowing her]] [[BoisterousBruiser character]], it takes a lot to make her so visibly scared.
** The nameless firebender that was next in line after Zolt is deliberately animated to be shaking as if sobbing and staring at the ground after seeing what happened to Zolt. Imagine seeing that and knowing you're next.
* Aside from Bolin, Shady Shin, and Lightning Bolt Zolt, there were two other benders there. Except for Bolin, they all had their bending powers taken away. Lightning Bolt Zolt may have been a bad guy and Shady Shin was shady, but there is no evidence that those two other benders were anything other than innocent people.
* Bolin helplessly trying to explain his situation as Amon calmly walks over to him on the stage.
** The fact that a main character almost got his bending taken away so early in the series is pretty scary. Imagine how that would affect not only Bolin, but also Mako, for the rest of the show is both scary and depressing.
* Bolin being shocked by the Lieutenant.
* While probably a coincidence, [[http://you-are-bolin.tumblr.com/post/23200693911/amons-revelation-speech-has-a-hidden-message-a reversing Amon's speech]] gives off some rather eldritch results. [[spoiler:Servants, I am the night.]]

[[/folder]]

[[folder: "The Voice in the Night" ]]

* Korra's confrontation with Amon and his group.
** Made worse by how Korra called for one-on-one combat, [[HonorBeforeReason held herself to the terms]], and believed that Amon would do the same. But he brought dozens of chi-blockers, and the only reason Tenzin got there so quickly was because he'd been watching without Korra's knowledge.
** The cinematography is especially effective in this regard; first, Korra is dragged into the darkness, where the only light is supplied by her Firebending attacks. Then the last thing we see before everything goes black is Korra getting struck in the back by seemingly dozens of hands... And the light reflecting off the chi-blocker's masks. Their [[RedEyesTakeWarning eyes]] look demonic.
** When Amon finally walks out of the shadows, made even more effective by his inhumanly creepy {{Leitmotif}}.
--->'''Amon:''' I received your invitation, young Avatar.
** Amon revealing his intentions for Korra. While it would be so easy to crush her right then and there, he won't do it because he knows that would only make her a martyr. Countless benders from about the Four Nations would be up in arms at her death. He makes it clear to her that their showdown will come, but not today. He is going to break her down, he is going to tear everything around her that she holds dear to her away, take everything from her. He's saving her for last.
** The line he says to Korra completely seriously: "And I will destroy you" before narrowing his eyes at her.
** The entire scene was almost played as the aftermath of a gang rape: Korra was simply strolling outside of the tower when the Chi-blockers suddenly grabbed her from the shadows and took her down despite her efforts to fend them off. Amon appeared and knocked her unconscious after delivering his HannibalLecture, and soon Korra woke up to Tenzin running to her aid. Korra immediately swallowed her pride and broke into tears. It's heartbreaking to watch a teenage girl be deconstructed within a minute's span.

[[/folder]]

[[folder: "And The Winner Is..." ]]

* The Equalists attack the Pro Bending Stadium in a blatant terrorist attack. Ladies and Gentlemen, we have a terrorist attack in this show. And what an attack! Every cop is taken out by being electrocuted unconscious, Chief Lin Beifong and Tenzin first, the Avatar and her friends are tied under the stage after also being electrocuted unconscious, the Wolfbats all have their bending taken, Amon blows up the stage (with Korra, Mako, and Bolin barely escaping), and gets away with the building all-but destroyed, and what's left is hanging with Equalist tapestries. [[HolyShitQuotient They went there, folks.]]
** From a directorial standpoint, we have this shot. Picture it: a pro-bending champion is crowned. The crowd goes wildó everyone is either standing and cheering or flailing and cursing the refs. And then the sound drops out, and everything slows down. The camera focuses on an audience member with a decidedly grim expression slowly pulling a mask over their nose and mouth. Then it goes across the arena, where another audience member does the same thing. It does this again. And again. And again. One of the masked men reaches into his popcorn and pulls out a weapon. The audience around them is completely oblivious. As are the heavily armed and armored police officers providing security. Everyone is oblivious until the Equalists begin using those weapons to neutralize the security detail and take out anyone who resists. That's right, ladies and gentlemen; you've just witnessed the beginnings of a terrorist attack on Nickelodeon.
** The unnaturally smooth way that Amon dodges every single bending attack thrown at him.
* The Lieutenant electrocuting the Fire Ferrets in the water! You can see the pain in their faces.
* As funny as Shiro Shinobi's announcing was right when he is about to be electrocuted, the fact he is a defenseless non-bender and look of fear on his face, pretty much confirms that the Equalists are not against attacking non-benders who support bending. However, in a strange way it proves just how awesome he is as well. Even under attack, unlike other members of the Pro Bending Organization. Shiro not only kept his cool and stayed at his post, even while he was frightened enough to wet his pants he didn't beg or plead with the Equalist attacking him. He just kept doing his job in the face of a scary situation.
* Tahno's face right before he's stripped of his bending. The perfectly-drawn details around his terrified eyes!
** Tahno's appearance afterwards. He's pale, he has dark circles under his exhausted, weary eyes, his normally well-kempt hair is a mess, and he walks with a slumping, utterly hopeless gait. He's exhausted himself trying to find a cure, to no avail, and is talking to the police so they can get information. Even though he was an asshole, one can't help but worry about the poor guy's psychological well-being after the incident.
* And [[TheChessmaster Amon]] played everyone like fools. He knew where every guard would be, so he knew how Lin was going to do security. The security checks weren't off-screen, we see them--they were ''everywhere'', and yet somehow there were bombs on the stage, and Equalists snuck in with their masks and shock-gloves under their clothes [[ParanoiaFuel or in their popcorn.]]
* Aside from the obvious references to modern terrorism, the episode also shows Amon and the Equalists displaying unnerving similarities to a [[NaziGermany certain other group]] as Amon is now explicitly talking about "purging the impurities" of benders, and then promising to expand his purge to the rest of the world once he had finished in Republic City. His appearance at the stadium also had more than a few parallels with the Beer Hall Putsch.

[[/folder]]

[[folder: "The Aftermath" ]]

* Korra, Tenzin, and the Metalbending force being utterly helpless against the Platinum mechas being used by the Equalists. If Mako and Bolin didn't go down and help them, they would've lost their bending. What was worse is how the rest of the metal benders are still in their clutches and they know what their fate is.
** Pretty sure only Tenzin and Lin would have had been BroughtDownToNormal, Korra's a completely different story considering Amon's whole "I'll save you for last." Still doesn't take away from the sheer shock of it all though.
*** Especially considering that Tenzin is one of the LastOfHisKind. Sure, he still has his children, but who is to say that they wouldn't be chased after next?
** In fact, it's arguably even worse because it's pretty likely that she would have to watch them be [[DePower de-bended]].
* As awesome as it was, imagine Lin's hack-and-slash attacks from the mecha controller's POV.
* Hiroshi Sato going from [[http://thelegendofkorra.tv/wp-content/uploads/2012/04/Screen-Shot-2012-04-29-at-12.50.37-PM.png this]] to [[http://i.imgur.com/BHAbg.png this]].
** Hiroshi Sato in the episode as whole. Unlike the average Equalist, he's not in it for a greater cause, but just to get revenge for his dead wife. If Amon is already implying genocidal purges, imagine what Hiroshi would do.
** That terrifying man at the top of the page? Imagine that your dad is his arms dealer. Imagine that your dad's just as dedicated as him to thinking [[FantasticRacism your boyfriend and friends are scum who deserve to be literally wiped off the face of the Earth]] [[DisproportionateRetribution just for having the same innate skill as your mom's killers]]. Imagine that everything good you've done for your friends has actually been your dad using you like a puppet to divert suspicion away about how much he thinks they should die. Imagine that while you defended him and thought he was one of the good guys, your dad was out causing harm to other human beings without any remorse. That's basically the last five minutes of "The Aftermath" for poor Asami.
* Crossing over with FridgeHorror: the arena announcer, Shiro Shinobi, narrates the PreviouslyOn segments for every episode... until the one immediately after he's attacked by Equalists. He's nowhere to be seen all episode. And it is implied that Shiro must have been badly injured in addition to being [[PottyFailure traumatized]].

[[/folder]]

[[folder: "When Extremes Meet" ]]

* Tarrlok can bloodbend, and he's taken Korra away we know not where, but he made it clear she'd never see Republic City again.
** Worse, he can do it without the full moon, something its inventor didn't think was possible.
** As in "The Voice in the Night", what makes the scene "special" is its amazing cinematography. The moment Tarrlok's bloodbending is revealed, you definitely get a sense of wrongness short only of the rising of an EldritchAbomination.
** Also note that he was good enough to levitate and fling Korra off into a wall. Even master waterbenders like Katara and Hama, under the full moon, could only subdue and move them around.
** Not to mention the disturbing sound effects in that scene. As Tarrlok is bloodbending Korra, you can actually hear the fluids inside her swishing around.
** Korra has to be given some credit here. She is downright scary after she's got Tarrlok on the ropes. There wasn't any good reason to blow up the floor. She was just that [[UnstoppableRage pissed]]. She also fully intended to roast him. Aang was only ever that scary in the Avatar State, and even that was arguably tame to just how far Korra seemed willing to go.
*** Also, when Korra breathes fire for the first time, she looks feral and enraged, like a freaking dragon.
*** Look at Korra's picture on the character page, and then look at [[http://piandao.org/screenshots/air/air8/air8-2171.jpg this.]]
* As the non-benders of Republic City are rounded up like cattle and have their rights taken from them, there are too many disturbing parallels that can be drawn to history. The Red Scare, for one- as well as the American internment of the Japanese, and Hitler imposing curfew upon the Jews.
** The [[FridgeHorror implication]] that all the non-benders live in one area is also somewhat horrific, because it shows that there really is a large amount of [[FantasticRacism discrimination]] going on in Republic City. Slowly, but surely, we're being shown that, despite their own prejudice and extremist methods, [[VillainHasAPoint the Equalists may actually have a point.]]
* Tarrlok in general. He goes from being a merely egomaniacal jerk to a racist, heartless maniac. He doesn't want Republic City to be equal- he wants to persecute non-benders based on suspicion alone.
** Worst is how he comes off in the episode. Previously, he was an asshole, but was depicted as a calm, if slightly belligerent, manipulator. By the end of this episode? He's a psychotic wreck.
** In a clip of the following episode, he goes as far as to electrocute himself to frame the Equalists in the kidnapping of Korra. His manner of electrocuting himself with an Equalist glove is almost casual.
* It's very brief, but in Korra's flashback, Yakone can be seen bloodbending Toph, Sokka, and Aang, with Aang seeming powerless to stop him.
* Korra's reaction to Ikki blowing her crush on Mako to Asami is [[WesternAnimation/AvatarTheLastAirbender "I'M COMPLETELY CALM!"]] levels of both funny and terrifying.
** Ikki's reaction when Korra slams the door in her face was also funny, yet a bit unsettling.

[[/folder]]

[[folder: "Out of the Past" ]]

* Tarrlok bloodbending Korra down the stairs. Just the grotesque way she's twisted- it doesn't look natural at all.
** Worse, she doesn't even blink. All past cases of bloodbending at least give eye control, but this time even her visual fluids are strained still. Open. Petrified. Nothing about the image says she's alive.
** The kidnapping itself was extremely unsettling: there were so many things Tarrlok could have done to Korra, and if it wasn't for Amon's unexpected raid, who knows if she had been rescued or not even if Tarrlok's assistant confessed that Korra was abducted?
* Yakone bloodbending everyone in the courtroom, then when Aang chases him he says, "I'm going to put you down for good." and starts twisting Aang's body around. Ugh.
** It's even worse when you notice the other body-twisting Yakone is doing, such as bending bones ways they can't go. Yakone is torturing Aang before going for the kill.
*** Yakone had earlier bent Sokka's arm back at an impossible angle during the courtroom scene. Having to see the impossible body-twisting multiple times just makes it even worse.
** It's blatantly clear Yakone was going for a NeckSnap by the animation.
** Why hasn't anyone mentioned that incredibly disturbing squelching sound that is made whenever someone is bloodbent?
** People being floated around while bloodbent aren't being carried externally - they're being held in the air by their own fluids, fighting the weight of their bodies.
*** You know how people are always concerned when their blood pressure gets too high? That's never more than a few psi. The pressure required to physically lift a person with their own blood has to be so intense as to burst quite a few blood vessels.
**** A typical adult man weighs about 700 Newtons and has a surface area of 1.9 square meters. The pressure required to levitate such a person is roughly 700 Pascals, which is about .1 psi or 5 mmHg.
** It must have been even worse for Toph since she was completely blind and being pulled by someone she can't see.
*** Plus, Toph never experienced bloodbending before. And, IIRC, Toph grew up controlled and contained by her parents, never even allowed to wander the grounds alone. She only got escape when she left to join Team Avatar. And now she's grown up, is taking on criminals, doing her own thing and she's suddenly ripped off the ground, unable to bend or even see, and forced to free a criminal before being dismissively flung into a wall.
** The fact that he can do pretty much all this with what appears to be his eyes. Those freaky, psychotic eyes!
** Amon's LightningBruiser status is shown, as Korra busts out of her cell and bolts right upon seeing Amon outside. The icicles she launched at him barely slowed him down, as he was pretty close behind Korra before she slid down the hill. As Korra escapes, she trips and fall into unconsciousness upon landing. Fortunately, Naga finds her and takes her back to the Republic City, but Amon was not too far away.
* When Amon and Tarrlok face off, Tarrlok uses bloodbending on Amon to try and stop him. [[ImplacableMan Amon]] [[NoSell shrugs it off and keeps walking, only barely slowing down at all]]. [[ThisCannotBe Tarrlok's]] [[OhCrap expressions]] say it all.
-->'''Tarrlok:''' "What... [[WhatTheHellAreYou what are you?]]"
-->'''Amon:''' [[CreepyMonotone "I am]] [[IAmTheNoun the solution."]]
** Even more unsettling is the transtition: When Tarrlok focuses exclusively on Amon, he's clearly straining to move forward at first, but after a few seconds of that, he's walking normally despite the same pressure against him. It's arguably worse to see Amon straining, then show just how NoSell it really is.
** In addition to all of that, there's something about Tarrlok's choice of words ("What", not "Who") coupled with Amon's response (identifying himself not as a person so much as a means to an end) which could raises doubts as to Amon's mortality. OTOH, could easily be just Tarrlok's shock and Amon being the DarkMessiah.
* Not to mention the scene where Tarrlok takes Korra down to a steel cell in a dimly lit basement under a cabin in the middle of nowhere looks to have been ripped straight from a typical horror film.
* It must be terrifying enough to sit in a cell and hear that it's about to be electrocuted. To ramp up the creep-factor, the Lieutenant replies, "My pleasure." Then he proceeds to electrocute it for pretty much twice as long as usually.
* As heartwarming as it was to see Mako's concern for Korra's disappearance, there was something unsettling about his intimidation of that Equalist mook. Not even Tenzin called him out on it.
** The unsettling part being that he was threatening the mook with firebending inches from his face. And there was no way to tell if his flames were set-to-stun or not until he used them. It's probably best he didn't get to.

[[/folder]]

[[folder: "Turning the Tides" ]]

* Just seeing how trivial it is for Amon to debend someone as powerful as Lin Beifong.
* In-universe, the AdultFear written all over Tenzin's face when he sees the airship approaching his island, and his family.
** How about the fear on the children's faces as the airships were pursuing them? They seemed to know full well what waited for them if they were captured.
* The attacks themselves show just how intense the Equalists are, from bombing the city, to mass kidnappings and public executions. And they're just getting started.
** To put this in perspective, they pulled off a full-scale terrorist attack most real world terrorist groups would be envious of. On a kids show! It was so big, it was more of a coup than a terrorist attack.
* Imagine leaving for work and getting electrocuted right at your doorstep.
** What's worse is that Electrocution is [[CaptainObvious painful and deadly]], it can damage internal organs, stop your heart, among other horrible things. And the councilwoman is old; she's not young and spry like Korra and friends. Being shocked like that point blank with Spirits know what voltage would most likely cause permanent damage.
*** Well at least she's a firebender, so that probably offered her some measure of protection from the physical injuries.
** Given [[TheDragon who was using it]], it was likely medium at least. In the face - where, you know, the brain and eyes and spinal cord is near..
* [[TheDragon The Lieutenant]] when we see him out of his uniform. The man is standing at the Fire Councilwoman's door, disguised as an exterminator, slouched over with a PsychoticSmirk that quickly morphs into a small SlasherSmile when he looks up at her, complete with a [[IcyBlueEyes bright pale blue]] MadEye.
* The scene in the communication room is rather creepy. Saikhan and several officers are fielding reports from all over the city, numerous stations are being attacked, along with the airships. One goes down over the water, and the rescue ships were also disabled, so they can't be helped. The fact that there are so many calls, and nothing they can do, really cinches the desperate feelings of helplessness in the city. Then, the station is attacked, with knock-out gas pouring in through the vents and knocking everyone out. There is a HopeSpot, where Tenzin comes in to take charge, leading the officers out in a ball of clean air, while Saikhan metal-bends the ducts shut. Then they get outside, where the Equalists and metal-tanks are waiting, those tanks have huge magnets which they use to capture the metal benders, another HopeSpot occurs when Tenzin uses his air-bending to stop them from taking Saikhan, but that fails, and they are subdued along with the communication staff. Luckily, Korra and the others come to save Tenzin and the communication guys but Saikhan and the rest of the officers were taken away, and knowing what happened to Lin, who was an important character, Saikhan's future looks dim.
* When Tenzin is blacking out, he sees a flaming police airship crash almost in slow-motion into a building. The dropped out sound effects and lack of music just make that scene eerie.
** Almost slow motion? Something that size, it may not appear to be moving that quickly, but it was crashing at least at highway speeds. The lift rotors on top were in flames... It had no control. This was definite nightmare fuel for me. A hybrid airship that size weighs at least 20 tons, crashing at around 80 mph among skyscrapers in a heavily populated city... It's at least reminiscent of the bomber that crashed into the Empire State Building, if not 9/11 itself.
*** The scence of RC from air temple island-take out the extra smoke and Aang's statue, and you have New York seen from across the Hudson in Jersey.
* When Lin is electrocuted on the Equalist airship, she's on the ground, her head is rattling from side to side in an unnatural way, her mouth is gaping and her eyes are wide open.
* A more mild example, but the Lieutenant, while posing as an exterminator, mentions "spider-rats". Think for a moment what that particular chimera would look like.

[[/folder]]

[[folder: "Skeletons in the Closet; Endgame" ]]

* The Equalists have bombers and Amon seems to have set up mass-bending-removals, where benders are rounded up and brought before him like they're going to be executed.
** [[CreepyMonotone "Prepare to be cleansed of your impurity."]]
** And in one shot, Aang's statue had Amon's mask over his face, his airbending symbol on top of his staff replaced with an Equalist flag. It had UncannyValley written all over it.
** The fact people sound like they are in physical pain when he strips them of them bending just spreads goosebumps.
* After watching "Turning the Tides" and seeing [[spoiler: General Iroh's fleet]], look back at the trailer for the season finale, and look at what those bombers were attacking, and the aftermath.
* [[spoiler: Tarrlok and Amon's childhood. First their father drills them rigorously in waterbending. Then he makes them bloodbend animals; the poor yak and wolves are clearly in pain and terrified about what's happening to them. Then he forces them to bloodbend each other.]]
--->'''Korra:''' That's... one of the saddest stories I've ever heard.
** What about the scene of [[spoiler:Amon pulling a group of terrified, fleeing wolves back to him and forcing them to bow down to him! That alone is enough to make one question just how well intentioned Amon really is.]]
* Asami's fight with Sato. Did we seriously see a man get so furious that he tried to kill his own daughter?
** Asami herself even displayed a heavy amount of rage during the fight, and for a moment looked like she was even about to kill her father after he'd tried to kill her, but she ultimately can't bring herself to do it.
* [[spoiler: Tarrlok killing himself and Amon.]] Doubles as a Tearjerker, but as people mentioned watching it: Did we just see a murder-suicide on a kid's show?
** Well, the creators did say the show would be a DarkerAndEdgier series than the first, and made for the audience who were kids when watching the original. Doesn't make the fact that [[spoiler: they actually showed suicide]] any less shocking, though.
** Also; [[spoiler: Amon/Noatak boating himself and Tarrlok away, only for Tarrlok to blow them both up when he had his back turned.]] Hard to say whether its better or worse if he did know it was going to happen.
* The sight of Tenzin and his children tied up on stage during the rally, about to be debended by Amon. Amon's earlier public debending was already shown as eerily similar to public executions. Now he's about to do it to a father [[WouldHurtAChild and his children.]] Making it worse? [[WhatTheHellTownsPeople There's a crowd cheering him on.]] Making it even worse? They're the very last airbenders in the entire world, making it [[FinalSolution complete genocide.]]
** Even worse, Amon knows that simply removing one's bending doesn't remove the inherent ability from the gene pool, seeing as he himself is the son of Yakone, whose own bending was removed and he fathered two bender sons (assuming, of course, his mother was a non-bender, which is somewhat implied). This means that to truly rid the world of [[NeverTrustATrailer (air)]]bending forever, he was ready to [[MoralEventHorizon murder a man]] [[WouldHurtAChild and his three young children, none of whom are over 10.]] Forget "similarities", he may very well be about to perform an actual public execution. On children.
** No, he knew full well that blocking bending wouldn't completely take it out of the gene pool. Let that sink in for a moment. His plan was never "equalizing" people, his plan was to either purge his father's ghost out of his system by exacting his revenge, consequences be damned or planned to conquer the whole world by being literally the single only bender alive, one that can easily bend multiple people into submission.
* Amon was particularly scary in this episode. It's like he came out of a slasher film complete with a MenacingStroll.
** One of the worst examples was him pulling Korra out of her hiding-place [[spoiler:via bloodbending]]. The implication is that he "felt" her [[spoiler:blood.]]
*** Its also possible he heard her sigh, which is a bit less nightmarish.
* Katara says she's tried "everything in her power" to [[spoiler:restore Korra's bending.]] Just like [[spoiler:Amon]], Katara is a bloodbender. Do the math.
* That scene of Korra standing over a cliff? After all the events that transpired, one would think she was considering suicide!
* Amon when he first removes his mask. [[spoiler: Even though it was make-up that made his face look burned,]] it was extremely jarring. Especially his lip.
* [[spoiler: Amon depowered Korra.]] For a moment in this show, it truly felt like TheBadGuyWins.
[[/folder]]

[[folder: Book 2 Episodes]]

[[/folder]]

[[folder: "Rebel Spirit" ]]

* The very first episode starts with a dark spirit that looks like a giant octopus grabbing a Southern Water Tribe fisherman off of a fishing boat and into the water, and then pulling the rest of the boat into the dark depths.
* The episode also introudces us to Korra's [[CreepyTwins Creepy Twin]] cousins Desna and Eska. They're a much more benign example, but they can give off some unsettling vibes with their CreepyMonotone and DissonantSerenity. Eska seems creepier than her brother, hissing at Bolin when he tries to flirt with her and then basically treating him like a slave. She even starts going {{Yandere}} for Bolin. Even Korra is creeped out by them.
* We also get a first glance of a Spirit in a fight and every minute of it is horrifying. [[LightningBruiser It's strong enough to toss Korra and the gang like ragdolls and moves with inhuman speed.]] [[NoSell It can shrug off even the strongest Bending abilities]], even when Korra is in the [[PhysicalGod Avatar]] [[SuperMode State.]] And it comes within a hairsbreath of killing Korra and is only stopped at the last second by Unalog's [[TalkingTheMonsterToDeath Spirit pacification technique.]] And to compound the nightmare? That was just one in a whole army of them. Yes, an army of NighInvulnerable [[EldritchAbomination Eldritch Abominations]]. [[SarcasmMode Oh, this'll be a fun season.]]

[[/folder]]

[[folder: "The Southern Lights" ]]

* During Korra's fight with the Spirits, they [[FusionDance fuse into a larger being]] and it pins her to the ground and roars in her face, giving us a nice good look at its mouth. Nothing should have [[MoreTeethThanTheOsmondFamily that much teeth, especially in the throat area]]!
* The very last scene of ''The Southern Lights''. The Southern Portal has been reopened, Korra and Mako have reconciled, and everybody's heading home. An ending like that so early in the series will already have GenreSavvy viewers worrying; it's almost too perfect. Then, when the Krew comes into view of the harbor, the background music turns hair-raisingly discordant, and we see the Northern Water Tribe's war fleet, unloading troops. [[OhCrap Uh-oh.]]
** Just imagine being an elder of the Southern Water Tribe, and having flashbacks to being a child and seeing Fire Nation ships docking to take away the tribe's benders.
*** Imagine being Katara. Even though she's much older, it's doubtful she doesn't have flashbacks of the raid that took her mother's life.

[[/folder]]

[[folder: "Civil Wars Part 1" ]]

* The way Eska and Desna laugh. It's [[FunnyMoment funny]] but also very creepy.
** They sounds as if they don't know ''how'' to laugh.
* As Varrick pointed out, the Northern troops have sealed off the harbor. The South is totally cut off right now.
** The tension between Northern troops and Southern citizens is palpable. Had Korra and Tonraq not been there to intervene, the confrontation between the Northern patrol and the Southern waterbenders would very likely have escalated into a full-scale riot. While there were children on the streets, no less.
** The kids tossed snowballs at the Northern Troops, who decided to "teach them a lesson", causing the Southern adults to try and intervene. Talk about AdultFear, seeing troops about to attack small children.

[[/folder]]

[[folder: "Civil Wars Part 2 ]]

* In the end, Bolin is happy to be away from Eska. Soon after, Verrick sees Eska using her waterbending to chase the boat (remind you of stalking?) Even worse is her face: she looks like [[UnstoppableRage she lost]] [[AxeCrazy her mind]] which wouldn't be so scary if she wasn't so stoic and emotionless. [[http://media.tumblr.com/25aeb92a916fcbb6e7de3ca392301b4f/tumblr_inline_mtt5lbj9hQ1s6f2ja.gif Here it is in GIF form! Run for your lives!]]
** And then there's the context. No, she's not like that because she found out Bolin aided Korra and therefore betrayed her and the Northern Water Tribe. He left her at the altar. [[OhCrap Yeah]].
* Korra threatening a Judge for information by saying she will have Naga [[EatenAlive devour him]]. Though knowing both Korra and Naga, most of it was a bluff, albeit a very good one.

[[/folder]]

[[folder: Peacekeepers ]]

* When Eska comes in to see her father, not only is she still messed up from the end of the last episode, she shows she's still a major {{Yandere}} by volunteering to go after Korra, saying that she "stole her husband". Unalaq has to specify that he needs Korra alive to her. Think about that carefully.
** There is the fact that when she used her waterbending, it was strong enough to bisect a motorboat in one strike. Eska really wants Korra to feel it.
* The firebombing of the Southern Water Tribe Cultural Center is the second example of outright terrorism to make it onto the show. Like ''Air'', ''Spirits'' is scarily realistic in its depiction of escalating conflicts. Never mind the enormous property damage - just how many people were caught in that blast?
* Asami nearly gets hit by an arrow when Varrick decided to practice archery (while blindfolded) near a set of stairs.
* The episode ends with Korra being swallowed whole by a huge, eldritch-looking Dark Spirit. After it [[NoSell shrugs off]] the pacification technique!

[[/folder]]

[[folder: The Sting ]]

* Varrick as a whole has always been a funny and scary guy, but it really gets a kick up when it's revealed that he was behind the bombings and he did it all to buy Asami's company.
** His grin after the ChairReveal is... [[SurpriseCreepy surprisingly creepy.]]
* [[JackBauerInterrogationTechnique Mako threatening to burn off Ping's toes.]]

[[/folder]]

[[folder: Beginnings ]]

* Korra's state at the beginning.
* [[EverythingTryingToKillYou The]] [[CrapsackWorld world]] Wan lived in.
** Once upon a time, the human world was normal and mundane. No spirits. Then they start flooding in through a Vaatu-shaped hole in reality, are unbeatable by human means, and rage at humans for disrespecting them and nature. The only humans that survive are the ones that flee to the top of lion-turtles.
* [[BodyHorror What usually happens]] when a spirit enters a person.
** Especially in the case of [[PlantPerson Crazy Yao]]. Scary appearance, stiff limbs, and a large part of him is very flammable. And all his friends end up becoming firebenders.
* Everything about [[BiggerBad V]][[EldritchAbomination aa]][[ManipulativeBastard t]][[DarkIsEvil u]].
* What happens when Vaatu turns the spirits into Dark Spirits. It's particularly unsettling to see Wan's spirit friends go from cute and cuddly to downright [[OneWingedAngel eldritch abominations]].

[[/folder]]

[[folder: The Guide ]]

* Varrick manages to have a seriously unnerving conversation with Mako. One second he's making us laugh at his foot fungus and then the next you could almost swear he's making thinly-veiled threats torward Bolin (which is disturbing since they've been very buddy-buddy thus far) and Asami's (his [[ManipulativeBastard supposed]] [[CorruptCorporateExecutive business partner]]) safety! It's pretty jarring seeing someone so goofy and upbeat be so intimidating at the same time.
* The confirmation that Vaatu and Unalaq are in a VillainTeamUp. That's right, Korra's uncle is working with the Avatar-verse equivalent of Satan.
** Also, how Unalaq shows no concern for his own son [[AbusiveParent after he's injured]] is kinda creepy.
* The dark spirits bursting out of the ground.

[[/folder]]

[[folder: A New Spiritual Age ]]

* The [[ParanoiaFuel corruption of the friendly spirits]]. One moment Jinora's dragonfly bunny friend's a fuzzy warm ball of green light, the next he's eldritch-like and controlled by Vaatu. Same with Korra's mountain dog helpers, which were corrupted only after following Korra to try and help.
* Some of the areas of the spirit world we see seem to be influenced by Vaatu's darkness just like the dark spirits, and look like scenes straight out of a horror flick.
* The thought of [[AdultFear a younger Korra, with no bending, wandering the spirit world by herself]]. Luckily, Iroh finds her.
** And that every time she loses control of her emotions or just throws a temper tantrum, the Spirit World around her falls apart into darkness.
* Tenzin's fear when Jinora didn't return from the Spirit World, and remains imprisoned by Unalaq and the Dark Spirits certainly counts as this.
* You thought Gyatso's skeleton was unsettling? Look at Professor Zei's.
** Also a bit of FridgeHorror kicks in when you realize that if he died in there, how did he die? We all know the library sunk so he was BuriedAlive, but the library itself didn't fill with sand so he probably died of dehydration. Or starvation. Or Malnutrition. Or, Spirits forbid, he did something to enrage Wan Shi Tong.
*** The library in the Spirit World didn't fill up with sand. But Zei's corpse looks suspiciously like a sand mummy. That is, a corpse that has been near-perfectly preserved by being buried in several tonnes of sand. But at least he didn't starve?
*** He seems to sit right where he left in the original series, so it's likely that he drowned in sand before the library reached the spirit world.
*** If you note carefully, Professor Zei's remains are mummified, not stripped to bare bone like Gyatso's. This implies that he died of dehydration.
* Spiritbending's not-so-light side. TheCorruption Unalaq uses to nearly kill Jinora and Korra is just chilling and painful to watch.
** Unalaq also said something about destroying Jinora's very soul. So, AFateWorseThanDeath?

[[/folder]]

[[folder: Harmonic Convergence ]]

* Unalaq reveals that his plan is to [[spoiler:[[FusionDance fuse with Vaatu]] and become an EvilCounterpart to the Avatar.]]
* [[spoiler:Vaatu is free. Repeat, [[GodOfEvil Vaatu]] [[OmnicidalManiac is]] [[TheEndOfTheWorldAsWeKnowIt free]].]]

[[/folder]]

[[folder: Darkness Falls ]]

* The most disturbing part of the Spirit World and perhaps the most disturbing part of the entire series, the Fog of Lost Souls. It is a fog that slowly ends up corrupting the mind of whoever is lost in there, driving them to hysterics. [[TheBusCameBack Admiral Zhao]] returns and proves this, having lost his sanity entirely and is still set on capturing the Avatar. Upon seeing Tenzin, who resembles an older Aang, he goes berserk.
** The worst part? We see that humans are not normally immortal in the Spirit World, as shown with Professor Zei. Zhao should be dead by now, but he isn't. In fact, despite his insanity, he's still healthy enough to walk around. This means the Fog of Lost Souls makes you [[AndIMustScream immortal and insane]]. [[FateWorseThanDeath Forever]]. Alternatively, the Ocean Spirit killed him then stole his soul to further torment him.
** When the fog clears for Tenzin we see all the lost souls. The image of so many people standing stock still, blind to their surroundings, and hunched over with despair is just chilling. We don't know who these people are or what they did. Heck, Jinora was nearly stuck there forever and she did nothing wrong, how many other people in the fog are completely innocent?
* On a similar note to the above, Bumi's greatest fear is shown to be cannibals. Considering that the Fog is said to trap people in their darkest memories, does this mean there are cannibals in the Avatarverse?
** Kya, on the other hand, screams, demands to know who they are, calls Tenzin "vision", states that she has no family, and shouts that they "can't tie her down" before running away screaming. What happened to her?
* [[spoiler:Vaatu manages to merge with Unalaq and rip Raava right out of Korra and destroy her. Even more, with every strike Unalaq laid onto Raava, all of the preceding Avatars begin to disintegrate, the last one of them being Wan.]]
** The way Unalaq accomplishes this. He is locked in a fight with Korra, then [[spoiler:his neck starts shaking in an unnatural manner as if he's possessed, then Vaatu's tentacles emerge from his mouth and enter Korra's mouth, extracting Raava by physically pulling her out.]]
* Unalaq tried killing Korra by crushing her in a crevasse.

[[/folder]]

[[folder: Light in the Dark ]]

* [[spoiler:Unalaq successfully fuses with Vaatu and becomes a Dark Avatar, and then grows to giant proportions]] and starts laying waste to Republic City, acquiring a very terrifying-looking body in the process.
* [[spoiler:Korra's link to the past Avatars is gone. Even though Korra recovered Raava, they're never coming back. She's now the first link in a new chain.]]
** [[spoiler:It's probably not true but, just the implication that Unalaq's beatdown of Raava somehow rendered the other Avatars DeaderThanDead. Aang?]] Say "good-bye." [[spoiler:Roku?]] He will be missed. [[spoiler:Wan?]] Gone, but not forgotten. [[TearJerker So much for history.]]
* The things that [[spoiler:Unavaatu]] does. Destroying ships and buildings, ripping off Aang's statue and throwing it in the ocean... and Pema let her young children watch it. Not to mention that the statue is of their grandfather.
* A moment of FridgeHorror for your minds: when [[spoiler:Korra destroyed Unavaatu, Unalaq died and Vaatu dissolved. But Vaatu is somewhere because if he wasn't, Raava would have died with him. If Vaatu isn't in the Tree of Time anymore, [[NothingIsScarier then where the hell is he?]]]]
** Remember what Raava said in The Beginnings? Dark cannot exist without the light. Vaatu can't destroy the light any more then the Raava can destroy the darkness. [[spoiler:If Vaatu were to kill Raava, she will eventually reform within him over the next ten thousand years.]] That's right, Vaatu [[spoiler:will eventually reform within Raava and the Avatars.]]
* Just the image of [[spoiler:Vaatu reaching [[OrificeInvasion inside]] Korra, [[AndIMustScream blinding her and blocking her airways]], and indelicately ripping out Raava]], coupled with Unalaq's SlasherSmile throughout the whole scene as he [[spoiler:[[FamilyUnfriendlyDeath viciously whips Raava to death]]]] - [[WhatDoYouMeanItsForKids onscreen]], no less!
** [[spoiler: And Korra can feel every single strike, but not the physical pain [[FromBadToWorse oh no]]; she feels every single connection to the past Avatars being severed from her!]]
[[/folder]]

[[folder:Book 3 Episodes]]

[[/folder]]

[[folder: A Breath of Fresh Air ]]


* Zaheer could be described as Evil!Tenzin. Zaheer is a muggle who leads a group of powerful and ruthless benders capable of bringing the world down to its knees. What sort of monster is he that he can bend them to his will or has earned their respect despite being a non-bender?
** The Avatar Trope pages have covered the FridgeHorror behind the horrible things Airbenders could do to people if they were not pacifists focused on harmony and meditation. Zaheer is none of these things and has no self-restraint. He has no compulsions stopping him from making peoples lungs explode, slicing things with blades of wind or creating a typhoon. Few people know how to defend against airbending and Zaheer is the worst possible person to have received them.
** His entire introduction scene. The mystery of why someone would warrant such tight security, the almost philosophical conversation he has with the guards, the fact he was able to kick their butts with powers he had only had for at most two weeks, it all adds up to the thought of "Holy sh*t! Hannibal Lector has air bending!"
** Considering he's explicitly friends with them (and the boyfriend of [[HavingABlast P'Li]]), one can rule out him ruling them by fear. Still, he's perfectly alright with them murdering people.
** After locking his (several) guards in his cell, he mockingly says they should be careful with the (single, small) bowl of rice, because the next guard shift comes in ''three weeks''. This show is no stranger to a KnightOfCerebus and lots of FridgeHorror related to the supposedly non-lethal incapacitations various characters perform, but there's nothing fridge about this instance. Hearing a horrible death spelled out so coldly and clearly in ''the very first episode'' of the new season really is quite shocking, even for those who've seen Amon and Unalaq at their worst. Of course, FridgeLogic sets in when you realize the same benders who can open the cell are the ones inside.
* The PowerIncontinence of the new airbenders. One of them becomes so terrified at the strange new power he keeps accidentally hurting people with that he's DrivenToSuicide until Korra talks him down.

[[/folder]]

[[folder: Rebirth ]]


* GreyDeLisle's voice is reserved for Ming-Hua, the armless waterbender woman that fights using CombatTentacles.
* If you look closely, you can see Ming-Hua throwing several members of the White Lotus into the lava.
* There's also a blink-and-you'll-miss it shot of her pulling a very creepy glare as she begins climbing up the side of her former prison cell.
* Ghazan can bend magma, something only Avatars are supposed to be able to do. His first act? Turn a few rocks into a magma shuriken and take out the White Lotus guards at his prison. It's hard to believe they walked away from that.
** One of them didn't walk away from that. Ghazan hit him with one of the shuriken. His body is motionless as soon as it hits the floor, and everything above his waist is cut off in the shot. He probably endured some pretty horrific burns, and it's likely he was killed near instantly. Looking closely at the moment of impact gives even more credence to this idea, as blood is visible for a split second after each strike.
** Keep in mind, it's not like how he bent the magma from Ming-Hua's prison. Ghazan essentially generated enough heat with a few rocks to create that magma shuriken, with little to no time and effort!
*** Lavabending may be akin to Waterbending's rapid phase changing (ice-to-water-to-steam and back). Phase changing is not unprecedented in other bending purviews.
* Just how did Ming Hua eat and well use the bathroom while in that prison without her water arms? Did a guard need to help her out? How much water was she given at a time to drink? Was she partially dehydrated for 13 years considering that she was in a cage above a volcano and would need water quite frequently?

[[/folder]]

[[folder: The Earth Queen ]]


* P'Li is Combustion Man's DistaffCounterpart. She also resembles [[TheSociopath Azula]], for whatever that's worth.
* The Dai Li are back. [[SecretPolice 'Nuff]] [[HeroKiller said]]. And they're trying to turn the new airbenders into an army.
** The way they enter the scene to apprehend Kai is very unsettling as well. Kai slips into an empty alley and stops short as he notices a strange, vaguely human-shaped figure at the end of the alley, standing in complete and utter silence. He turns, and finds that the entrance has been blocked by a second Dai Li, who is completely motionless as well until he attempts to escape.
*** It also mirrors many Avatar fanfics that focus on the Dai Li in their duties as SecretPolice, PraetorianGuard and StateSec. They're the ultimate stealth experts, able to turn a pebble into a deadly weapon and are absolutely amoral in their performance.
* Desna and Eska wanting to throw people in a maximum security prison. Desna wants to throw his tailor in for getting his cuffs wrong.
* The way Mako and Bolin's grandmother shows reverence towards a picture of the Earth Queen is creepily reminiscent of many real-life dictatorships, including North Korea.
* Not only is the Earth Queen forcibly conscripting airbenders into her army, with rumors that the Dai Li are conducting experiments on them, but her rhetoric about the Republic being stolen Earth Kingdom territory implies she may be intent on trying to reclaim those lands through force.

[[/folder]]

[[folder: In Harm's Way ]]

* The very first shot of the episode is P'Li in her prison with a cold icy look in her eyes with her face shadowed.
* Ming-Hua freezing a guard to the wall in a way that apparently covers his mouth.
* Ming-Hua also, midfight with Desna and Eska, suddenly and seemingly lethally conjures up two ice blocks from the ground that encase the twins, with only their forearms and heads free. They go motionless instantly, making it seem as if the criminal has just flat out murdered them.
* P'Li tried to blow up Tonraq by shooting an explosion directly at him for attacking Zaheer.
* The fact that the Queen and the Dai Li are perfectly willing to subject the airbenders, some of them probably [[WouldHurtAChild children]], to TrainingFromHell.
** A bit of FridgeHorror from the last series. Much like before, the Dai Li all appear to be male and there are likely female airbenders locked up. [[DoesThisRemindYouOfAnything Do the math.]]

[[/folder]]

[[folder: The Metal Clan ]]

* Zaheer infiltrating the new Republic City airbenders. He could have attacked Meelo and Ikki at any time. Fortunately, he had other, less violent goals and thankfully he was quickly exposed by Kya.
** The scene where Zaheer and Ikki talk is fairly creepy, as they're completely alone and we already know he WouldHurtAChild. Luckily, Kya walks in before Ikki starts prying.
* Zaheer and his cohorts have vowed to destroy the Avatar, and tried to kidnap Korra when she was revealed to be the Avatar. Keep in mind that Korra was just four years old when the White Lotus found her.

[[/folder]]

[[folder: Old Wounds ]]

* Zaheer and crew threatening a delivery man in an attempt to escape the city.
** During their escape, Ghazan liquifies the road into lava behind them, which two trucks skid helplessly into during an attempt to stop. We never see if the drivers got out at all, much less if they got out safely or unharmed, if they did.
** To say nothing of the cars P'Li blew up. All we see is the burning wreckage.
** Also bear in mind we never saw any ''counter''-bending back during the chase. Those cops were just [[RedshirtArmy defenseless Muggles.]]
* For squeamish viewers, watching Lin undergo acupuncture treatment.
* In Lin's flashback, when she tries apprehending Suyin and seizes her arm with a metal cable. Suyin's brief expression of pure rage is disturbing. Then she reveals a BladeBelowTheShoulder from her arm band and cuts the cable, which then rebounds on Lin's face and causes her scars. From the length and direction, that could have been [[EyeScream her eye]]. However bad Suyin might have been as a DelinquentTeenager, she clearly could have become a lot worse.
* When Lin and Suyin brawl it out, Suyin blocks Lin's earth stairs attack with a metal sheet then proceeds to toss it at Lin '''from the edge'''. That could have sliced Lin, or at least cut her if Lin had not aerial dodged the metal sheet.

[[/folder]]

[[folder: Original Airbenders ]]

* We see the MamaBear attitude of mother air bison, and it is terrifying if you're on the receiving side.
* The fact that the EvilPoacher gang capturing baby air bison even exists.
** It gets worse. One, they've probably been at it for a long time considering that the leader mentions the Earth Queen and her cronies as eaters of strange meats. Two, they were going to take Jinora and Kai back to Ba Sing Se, almost rendering the previous escape worthless. Finally, when the kids encounter the poachers, the bison calves are locked up, the mother is nowhere to be seen, but the leader does have a spiffy looking cloak.
*** It gets even worse. The cloak is [[FridgeHorror sized for a baby bison, not an adult]].
* The Earth Queen possibly crossing the MoralEventHorizon of killing and eating her father's bear Bosco, if the rumor cited by the poacher is to be believed. Holy shit, is she competing with [[LiveActionTV/GameOfThrones Joffrey]] for the title of "Worst Monarch Ever"?!

[[/folder]]

[[folder: The Terror Within ]]

* This episode goes a long way to showing just how dangerous the Red Lotus is. They only fail to get Korra because of Pabu making a racket. Otherwise, they got in, drugged her, and could have moved her back out without anyone even knowing if not for that one detail. And even when they lost the element of surprise, they still had the power to fight all the metalbenders and the Krew to a draw until Zaheer could provide a distraction.
* Then comes the ParanoiaFuel that they had Aiwei in their pocket and ''who knows where else they might have agents?''
** The Stakeout amps this up. Turns out they had ''the ruler of the Northern Water Tribe'' at one point.
* Unlike the original Combustion Man, P'li can ''bend'' her third eye blasts around ninety degrees. Even corners aren't enough cover from her.
* Aiwei's final quote as he acknowledges that Team Avatar has found him out. It's so simple, yet so incredibly threatening and chilling:
--> '''Aiwei:''' You have no idea what is coming for you, Avatar.
* Few things could be so terrifying as opening a door, only to find an enormous bomb on the other side, seconds away from detonation.
* While it might not seem so at first, [[AdultFear it's easy to imagine Su's stomach dropping terror at finding out a man she trusted with her life was an inside agent for a group like the Red Lotus.]] Her expression makes it obvious how much this terrifies her.

[[/folder]]

[[folder: The Stakeout ]]

* In this episode, we get to see the Spirit World again. Korra meditates and enters. And she finds Zaheer punishing Aiwei's spirit, throwing him down into the Fog of Lost Souls, while Aiwei's physical body remained back at the inn, presumably stuck there for good.
** FridgeHorror: The Red Lotus hates leaving evidence behind, so they probably had a plan of how to deal with the body. A plan that very likely involves [[MagmaMan Ghazan]] to do the dirty work.
*** Not necessarily. Braindead Aiwei who has paid for his room probably won't be bothered for the rest of his stay, making him soon very actually dead. There is no loose end in him just being found there a week later.
* Ming-Hua finally trapping Mako, getting in his face with a PsychoticSmirk, and then slamming him so hard into a wooden door it breaks.
** When Ming-Hua and Ghazan bring Mako and Bolin to Zaheer, Bolin has a black eye that he didn't have when he was captured.
** Bruises do not appear immediately. Still, that doesn't necessarily mean he got that bruise during the battle.
** Though it's not completely clear, it looks as if the shockwave from Ghazan's lava blast knocked Bolin headfirst against the pool's wall, which explains why he stopped fighting back.
** Bolin looked close to drowning before Ming Hua fished him out.
** Actually, looked like Ming Hua was going to drown Bolin inside the water sphere, until Bolin swam up to poke his head out. And Ming Hua is absolutely the sort of [[AxCrazy psychopath]] who'd have no qualms about doing such a thing.
* Korra and Asami being captured by the Earth Queen's forces. Made even more unsettling when we see Korra in a straight jacket strapped to a dolly. [[Film/SilenceOfTheLambs Remind you of anything?]]

[[/folder]]

[[folder: Long Live the Queen ]]

* You know all the theorizing of what airbenders could do to people if they weren't such adamant pacifists? Zaheer finally puts that to full use and flat out suffocates the Earth Queen, a display that's complete with the sound of the breath being pulled out of her lungs, and her eyes turning bloodshot as the oxygen leaves her body. Good luck sleeping after that!
** And it's not quick, either. He leaves a ball of air to keep her on the brink of death while he gives another [[CreepyMonotone speech]] before finishing the job.
** Particularly telling is that the show goes the full NeverSayDie routine afterwards, something the franchise usually doesn't have a problem with. The effect is similar to those times the camera loses focus in ''GameOfThrones'', like the creators are saying "Yeah, this is too disturbing even for us."
* After that comes an uncomfortable bit of FridgeHorror: Zaheer announces her death to Ba Sing Se, has the walls of the city collapsed and instructs the people to do as they wish. Naturally, the ''first'' thing that a lot of peasants do is raid the upper levels to loot and get revenge for all the oppression of so many years. Who wants to bet on how many people - whether raiding, defending their homes, just trying to escape from the horror that's been unleashed - are injured, raped or killed?
** [[DoesThisRemindYouOfAnything Ever see the overthrowing of the Tsars in Russia in 1917? Looks exactly like it.]]
** [[DoesThisRemindYouOfAnything The fall of China's last imperial dynasty and the chaos that followed are also brought to mind.]]
** Going with earlier "Korra is Batman" notes, Zaheer's speech is eerily similar to the ones Bane makes when taking over Gotham in ''Film/TheDarkKnightRises''.
* The giant sandshark.
** Fun fact, [[https://i.chzbgr.com/maxW500/8282212864/h566E29D3/ it's a real animal!]][[note]]For those that don't know, it's a [[https://en.wikipedia.org/wiki/Sarcastic_fringehead sarcastic fringehead]], a fish that, while terrifying, is thankfully harmless to humans.[[/note]]

[[/folder]]

[[folder: The Ultimatum ]]

* The episode shows that the radio announcement from the last episode wasn't exaggerating. Ba Sing Se has descended into total chaos and the city is in flames. A chilling preview of the "freedom" Zaheer wants to unleash on the world.
** It's not just the upper ring, either. The entire city is in flames, and Mako and Bolin's family were just stuck in their home while the flames continued to grow.
*** Also, had Mako and Bolin not come when they did, it was extremely likely that their entire family would have burned to death.
*** And think about this: How long has it been since the Earth Queen died and the wall fell, anyway? Did all of Ba Sing Se, a very huge city mind you, just descend into such madness in just one night?
* Kya, Bumi, and Tenzin try to hold off the Red Lotus, but by the end, they're all very visibly beaten up. Kya and Bumi in particular were completely outmatched during their battles, facing off against Ming Hua and Ghazan. However, Tenzin had it much worse. While he did fine against Zaheer on his own, eventually the other three all start ganging up on Tenzin, leaving Tenzin on the verge of death. The camera panning away from his beatdown is very unsettling, leaving the episode on a very chilling cliffhanger. It's almost a shout out to Gyatso's death, being surrounded by enemies and being killed off.
* Ming Hua gets knocked off a cliff and comes back up with multiple water arms, [[http://i.imgur.com/tvka2id.png giving off another]] SlasherSmile. The cinematography in that scene is particularly effective, clearly showcasing her to be an almost [[http://i.imgur.com/ShRcyi3.png inhuman monster]].
** The look in her dark eyes when she holds Opal hostage is practically demonic.
* The Red Lotus doesn't mess around and threatens to wipe out an entire nation, a newly reborn one at that, just to get to Korra. They actually WouldHurtAChild, a newly born one at that, the child's mother, and other children.
** After showing in previous episodes that he can patiently explain his motives and ideology, Zaheer turns to simple cruelty for this episode when he comments on Tenzin trying to flee with his family.
** P'Li is particularly terrifying in this episode. She never leaves the Red Lotus' airship, which stays circling the Air Temple. From there she acts as a ColdSniper, blasting anyone who tries to escape and anyone who's doing too well in their fights against her teammates. She even blasts Kai clean out of the sky!

[[/folder]]

[[folder: Enter the Void ]]

* There's one scene where Mako, Asami, and Bolin come to rescue the airbenders, only for it to be revealed that it was just Ming Hua in the dark, using her water to hold up Air Nomad clothes like puppets.
* The entire Air Temple gets destroyed at the hands of Ghazan, trying to melt it all with lava in an attempt to get rid of Mako, Asmai, Tenzin, and Bolin as he escapes.
* Bolin nearly engulfed by lava before he bends it away.
* The horrifying death of [[spoiler:P'Li. To save Lin, Suyin bends her armor over P'Li's head [[YourHeadASplode in mid-blast]].]] And if you know a little about physics, [[FridgeHorror it gets worse]]. [[spoiler:The metal shell over her head would focus the force of the blast into a tiny area, while the opening around her neck would direct the force down like a shaped charge. It's very likely that her own skull fragments ripped the rest of her body apart.]] If it's any comfort, she probably died instantly.
** It's worth noting that this wasn't quite a GoryDiscretionShot for a few reasons. In the split second before the perspective shifts, you can see [[spoiler:the armor begin to bulge as light pokes through]], meaning that she was almost certainly dead before the cutaway. Also, if you look closely at the smoke rising from the crater, you can see [[ChunkySalsaRule something]] just too distant to make out being flung into the sky.
* There's very few things much scarier than being restricted and hearing the words "Bring the poison."

[[/folder]]

[[folder: Venom of the Red Lotus ]]

* Korra's first words upon awakening: "When I get out of here, none of you will survive!" Keep in mind that, at the time, Korra was under the impression that Zaheer had killed her father.
* Mako thinks he has Ming-Hua cornered, until she drops down into a lower part of the cave, it's dark and Mako can't see anything. He lights up the place with some fire and sees Ming Hua with her MultiArmedAndDangerous water arms, looking straight out of a horror film, complete with a ScareChord.
* The deaths of [[spoiler:Ming-Hua and Ghazan]], as confirmed by WordOfGod.
** [[spoiler:While facing off against Mako in an underground water cavern, Ming-Hua is horrifically electrocuted onscreen, falling lifelessly into the water below. If she wasn't killed by the electricity or drowning, Ghazan inadvertently took care of her few minutes later.]]
** [[spoiler:Ghazan, normally the friendliest and most mild-mannered of the Red Lotus, completely loses his cool when faced with the prospect of going back to prison and brings the cavern down on himself in an unsuccessful attempt to kill Mako and Bolin. That's right, a bad guy on a nominal kids' show completely intentionally killed himself with lava. And while his TakingYouWithMe attempt failed, he did remove any ambiguity from Ming-Hua's fate.]]
* At one point, Korra is apprehended and chained up, and then Red Lotus members administer some poison to her. Her body contorts and twists in the most unsettling and unnatural manner, but then, it gets even more disturbing as she [[ThroughTheEyesOfMadness starts hallucinating]]. Zaheer's face cracks off and the mask of Amon is underneath, Ghazan's head twists around and he becomes Unalaq, and Ming Hua suddenly becomes Vaatu, all previous BigBad villains taunting Korra that she's too weak.
** Notably, [[http://i.imgur.com/bFOdeQ0.png her facial expressions are pretty scary]]. The animators did a good job at conveying her suffering, through the use of wide angled views to make her look all bug eyed. The angle of the shot and the overall style of the image comes straight out of the psychological horror genre of manga and anime.
--> ''[[VoiceOfTheLegion Let go... let go...]] [[MadnessMantra let go... let go!]]''
** Not to mention the poison itself, and how it's administered. It's mercury, and it's administered by metalbending several pounds of it [[BodyHorror through the pores of her skin]]. This is shown to be exactly as painful as it sounds.
** Then to top it off we see her recovering from all of this. She is in a wheelchair and looking very weak. She has bags under her eyes and she barely speaks. Seeing this badass, boisterous amazonian beauty look this sick and worn down is both frightening and utterly heartrending. It blows her previous breakdown at the end of Book One (which arguably bordered on DrivenToSuicide) right out of the water. This is truly her lowest point.
* Just the thought of the Red Lotus wanting to kidnap young Korra poisoning her, forcing her into the avatar state, and killing her after she was no longer useful to them is a pretty frightening one.
* Korra enters the "berserk" version of the Avatar State for the first time, and she puts Aang's version to shame. It's not pretty at all. She is so angry and rage-fueled that she ends up breaking the chains holding her captive through brute force alone, smashes Ming-Hua with a giant rock, airbends Ghazan's lava back at him, then frees herself and starts chucking rocks in every direction. Then she pauses to just breathe fire in abject rage. Once she's free, all that rage is focused on Zaheer, who she chases down like a She-Hulk on a rampage, and the resulting fight has her bending ''mountains'' at him with a murderous expression, clearly intent on killing him, before she eventually collapses from the poison in her body.
** The music throughout her chain breakaway and Zaheer chase powerfully conveys the desperateness to survive. Not only she has a limited time before the poison reaches its lethal effect, she has to defeat Zaheer before he defeats her or else, because of the fact that the poison forces her into the Avatar state, he would have succeeded in not only killing Korra but also permanently ending the Avatar cycle.
** There's actually a good reason Korra's "berserk Avatar" is so much more murderous than Aang's ever was. Aang had all his past lives moderating his behavior, ten thousand years of Avatars coming together for a single goal: survival. Korra's version is just all of Korra's negative emotions balled into one of the universe's two gods. Congratulations, Zaheer, you just put yourself on the bad side of a PhysicalGod who is convinced you're responsible for her father's death. He really should be grateful for that poison.
* Zaheer flat out laughing when it appears that Korra [[spoiler:had died in Tonraq's arms, complete with the poor man grieving over his daughter's supposed death.]] In that small action, nearly all traces of humanity that Zaheer might have had just disappeared for good.
* The Red Lotus may not have won, but they made quite a mess of things on the way. Ba Sing Se is in chaos thanks to Zaheer, and while their poison may have failed to kill the Avatar like they wanted, it did quite a number on her both physically and emotionally, taking the Avatar out of the picture for quite some time. What's more, the Red Lotus goes beyond Zaheer's gang, and there's no telling what they'll do absent his leadership. Despite Korra's best efforts throughout the series, the world is slowly sliding into chaos, and she's helpless to do anything about it.
[[/folder]]

[[folder: Book 4 Episodes]]

[[/folder]]

[[folder: After All These Years ]]

* Kuvira's methods for re-uniting the Earth Kingdom are elegant, effective and downright terrifying. In all iterations, it boils down to "[[JoinOrDie join me or]] [[LeonineContract I leave you to die]]".
** Her way of "rehabilitating" a group of captured bandits is to metalbend the manacles around their wrists to the train rails. Either they pledge their allegiance to her, or she'll simply leave them behind. It's also made very clear during the fight with the bandits that she could have killed them all if she so chose.
---> '''Kuvira''': Hopefully, someone saves you before the next train speeds through, but I wouldn't count on it.
** Similarly, she informs the governor of the bandit-plagued Earth Kingdom state Yai that her army will deliver desperately-needed humanitarian aid - as soon as he signs over control of the province to her and swears his allegiance.

[[/folder]]

[[folder: Korra Alone ]]

* Korra spends the last six months being haunted by an apparition of herself in the Avatar State. The way the apparition moves just reinforces how creepy and unnatural it is. Aside from the psychological effects of being continuously watched by something only she can see, the apparition has all her abilities and can use them on her. Worse is that there are points where Korra is hallucinating her Avatar Spirit, and even at the end of the episode it's still unclear if it's all in her head or [[RealAfterAll something else is going on]].
** At one point, the apparition drags Korra into a puddle made of the same metallic liquid that Korra was poisoned with. Worse still is that the apparition somehow grabs Korra with its chains, dragging her into the puddle while the apparition also sinks into it, never changing expression or reacting.
** Before this Korra yells that the apparition is "not real." Its response? To knock her back and attack relentlessly and ever silently.
** Also, if you look closely, its eyes seem to widen slightly as though it had been insulted by the assumption it is an illusion.
** What about when it snaps the chains on its arms before dragging Korra down? The music and sound, when the apparition does it, only adds to the scariness.
** One other point to remember about the apparition of Korra. The leaf spirit, in puppy form at the time, could see the apparition, as it had growled at it and put itself between it and the real Korra when it attacked for the second-to-last time in the episode. It's entirely possible that this threat may actually be spiritual in nature.
* In-universe, Zaheer has become literal Nightmare Fuel for Korra, as she continues to have nightmares of her last battle with him, as well as flashbacks to the battle when she's awake that continually serve to disrupt her at crucial moments, even after she's physically recovered from the poison he inflicted on her. No villain Korra has faced yet, not even Vaatu, the literal embodiment of evil itself, has continued to have such an effect on her after their defeat.
* The poison and the battle with Zaheer didn't leave Korra too weak to move: she was paralyzed from the waist down. And that's just the physical wounds. It took her parents three weeks to convince her to visit Katara and, even then, the process was slowed by [[ShellShockedVeteran her memories of Zaheer]]. The whole recovery took two years, when it is implied it should have taken only a few months. The next year had her trying to deal with her PTSD and failing.

[[/folder]]

[[folder: The Coronation ]]

* After Suyin angrily accuses Kuvira of crushing any state who opposes her, Kuvira gives a very chilling response, making it clear she'll be after Zaofu soon and do just that when she gets there unless Su submits.
** Also the implication that Kuvira has prison camps for dissenters.
* Toph exposes part of the problem Korra is having: not only does she have the psychological trauma to deal with, there have been traces of Zaheer's poison stuck in her body for three whole years.
** Worse yet, Toph can't remove those traces of poison from Korra without causing her extreme pain or perhaps even killing her. Why? Because Korra is too tense. She can't overcome her physical impairment until she overcomes her mental impairment.
** Toph outright says that Korra should be able to remove the metal from her own body without much trouble (indeed was shocked that Korra didn't sense metal in her own body), and claims she subconsciously does not want to fully recover. The idea that there is a part of Korra that would rather deal with the nightmares and not being 100% than deal with her fears goes to show how deep her mental scars may run.
* The subtle PsychoticSmirk Kuvira gives to Prince Wu, with the accompanying drums of her forces' {{Leitmotif}}, is surprisingly unnerving.
* Eska's surprise cameo when she reunites with Bolin, especially the accompanying ScareChord. Granted, the scene was brief and PlayedForLaughs, but that girl seems to have this impeccable talent of making even the most lighthearted scenes scary just by her mere presence.
* The end of the episode reveals that Kuvira has Varrick experimenting on spirit vines in order to develop some sort of extremely important technology.]] Whatever it is, it is nothing good.
--> '''Varrick''': This is going to change ''everything''.

[[/folder]]

[[folder: The Calling ]]

* While out in the swamp, Korra is subjected to visions of the worst moments of her battles with all the previous villains of the series; specifically, Amon de-bending her, Vaatu/Unalaq forcibly drawing Raava from her, and being held prisoner by Zaheer and the Red Lotus while their poison takes effect. During the final vision, Korra falls to her knees in a panic only for Zaheer and the two Red Lotus guards in her vision turn to look at her. It also shows that Korra's still carrying the baggage from not only her fight with Zaheer, but also Amon and Unalaq as well.
* The pair of Earth Empire soldiers the Airbabies meet confirm that Zaofu is the last independent state in the former Earth Kingdom, and that Kuvira is already moving against it. Zaofu is going to have practically the full might of the massive Earth Empire army aimed towards it. Not good, especially with the new spirit vine technology.

[[/folder]]

[[folder: Enemy at the Gates ]]

* Varrick continues to work on the spirit vine project. They contain so much power that an overload ends up firing a laser that blows out the back of the train and cuts clear through a hill that was behind the train. Kuvira demands that he continue to work on this despite how dangerous it is. Then after he tries to dissent, Kuvira performs what looks like a [[PsychicStrangle Force choke]] on him by metalbending his epaulettes against his neck and lifting him up, threatening to drop him on the tracks. Note that the train is ''moving'' when she says this, and at fairly high speed to boot.
** As Varrick lampshades, the fact that ''he'' [[OOCIsSeriousBusiness is so scared of this that he'd rather shut it down that make money from it is a good indicator of how BAD it is.]]
** Notice the energy's colour and the sound it produces when the blast goes off. Yeah, [[BiggerBad Vaatu's]] essence is clearly still in those vines.
* Bolin begs Kuvira not to torture him, Varrick, and Zhu Li for their dissent, and it's revealed that she has re-education camps. The implications of this are pretty unsettling.
** Also Opal's ReasonYouSuckSpeech where she calls Bolin out for what happens to towns once Kuvira leaves. According to her they're put into forced labor if Kuvira wants specific resources or outputs from a region.
* Baatar Jr. forces Bolin and Zhu Li to surrender by implicitly threatening to crush Varrick's head. He went bad pretty fast.
* Suyin's ruthless tendencies has reached [[UpToEleven new heights]]: after revealing what led to the rift between her and Kuvira, Korra asks what could she do to fix the situation. Suyin's request: for Korra to enter the Avatar State, demolish Kuvira's army, and "remove" Kuvira from power once and for all. Granted, she's on the verge to losing her home to the Earth Empire, but considering that she's seen how much damage Korra can do in the Avatar State, this is actually unsettling. Ultimately in the end, since Suyin knows Kuvira won't listen or reason with Korra, she sets out to assassinate Kuvira.

[[/folder]]

[[folder: Battle of Zaofu ]]

* Korra and Kuvira face off in a one on one duel, a fair fight. Korra's nearly defeated, but goes into the Avatar State to try and finish Kuvira off once and for all. Just when she thinks she has her on the ropes, Dark Korra rears her frightening head again, hallucinated over Kuvira's face this time, shocking Korra into backing down. And what does Kuvira do after? She traps Korra in some earth, removes some metal from her armour, and turns them into blades. Kuvira could have very well killed the Avatar, had Jinora and Opal not stepped in.
** Most terrifying, however, is how [[TheChessmaster Kuvira managed to play]] [[DangerouslyGenreSavvy everyone]] [[CrazyPrepared for fools]]. She knew full well Suyin would strike first and attempt to stop her, so she set up a BatmanGambit to capture her, thus maintaining her VillainWithGoodPublicity status while making Suyin and Zaofu the aggressors and giving her a PretextForWar. That forced Korra to challenge Kuvira to a one-on-one duel for the fate of Zaofu, which she loses badly. Kuvira then attempted to murder Korra, an act that would benefit her either way as she would either be rid of an enemy or it would force Opal and Jinora to interfere and break the terms of their agreement, thus giving Kuvira the excuse she needs to invade Zaofu. To sum it up: Using some Amon-level cunning, she managed to conquer the entire city of Zaofu in a matter of two days! And if the end of the episode is any indication, she doesn't plan to stop there.
* Baatar forces Varrick to continue work on the spirit vine project. Varrick, knowing how dangerous this is, sets up a bomb so that it'll explode and destroy the train and everyone on it. He wasn't bluffing. Baatar and the train crew evacuate onto another train while essentially sentencing Bolin and Varrick to their own demise as they blow themselves up with the bomb. It explodes and creates a [[http://i.imgur.com/JVF6tCN.jpg huge crater]], blowing off the tracks as well. Thankfully, Bolin and Varrick escape in time. The blast was so severe that Baatar had to shield his eyes for a bit, with the blast looking very much like a [[CodeGeass FLEIJA]] detonation.
** The worst is yet to come; as Baatar Jr. is going to be taking over the research. It's not so much that he's more willing than Varrick to proceed onwards; but that he really doesn't know what he's doing! Varrick clowned Baatar Jr. during the scene and proved that he didn't understand what Varrick even did during explanation or even through observation. Imagine a clown taking over work that a professional (loony as he was) won't touch with a ten thousand yard pole! The consequences can be far more dire!
* Korra is still haunted by Dark!Korra even though she has bent the residual mercury from her body. Her fight with Kuvira was definitely a trigger.


[[/folder]]

[[folder: Reunion ]]

* Prince Wu goes to the bathroom and a steward offers to spray some cologne onto him. Instead, he gasses Wu, knocking him out, and kidnaps him. He had planned to send him to Kuvira, and what makes it all the more creepy is his PsychoticSmirk when apprehended and his devoted proclamation to Kuvira.
* Baatar inspects some Spirit Vines at the end of the episode. ''From the Swamp.'' That's right, if some Spirit Vines from Republic City can be used to make a bomb so strong that it can blow off train tracks and make a big crater, then the power that these vines could hold could very well destroy entire nations. Only time will tell, but the fact that Kuvira wants this immense power, to the point that she orders her troops to harvest the entire swamp until there's no more vines, is pretty frightening.
* Kuvira sends not only her opponents to "reeducation camps", but also all foreigners.
** For a little bit of Fridge Horror, [[spoiler: one must wonder if any of the other Airbenders out there have met this fate, including Kai who has been absent since the first episode.]] Refer back to "The Calling" Where Ikki was captured by two of Kuvira's soldiers. It's possible she very nearly met this same fate.
* We never find out just why Kuvira wanted her hands on Wu, giving the impression it was something the show could never get away with actually saying, like she wanted to publicly execute him.

[[/folder]]

[[folder: Remembrances ]]

* While played for laughs, seeing Vaatu, Amon, and Zaheer conspiring to destroy Bolin is an uncomfortable sight.

[[/folder]]

[[folder: Beyond the Wilds ]]

* Republic City's vines start going haywire and they attack a tour that Ryu was leading, and soon after, Jinora. They grab their victims and seal them inside some sort of pods, trapping their spirits in the Spirit World.
** The pods themselves are very creepy, basically a green tinted version of the ''Franchise/TheMatrix'' pods. Why the spirit vines trapped the people there in the first place is also [[NothingIsScarier never fully explained]].
** The mere fact that it's caused by Kuvira's harvesting of the swamp vines, ''miles'' away!
* The jump scare that [[spoiler:Zaheer]] makes.
* It might've just been the [[PsychoStrings music helping it,]] but Opal's WhatTheHellHero speech to Bolin was slightly creepier than it should've been. It sounded like she was very nearly on the fringes of losing her sanity.

[[/folder]]

[[folder: Operation Beifong ]]

* Baatar and Kuvira test out the Spirit ray on an empty town. It missed, but tore right through a mountainside. Worst of all, was that they had planned to fire it right on [[spoiler:Zhu Li]], as punishment for sabotaging the weapon.
** TheReveal that the Earth Empire is going to attack Republic City in two weeks.


[[/folder]]

[[folder: Kuvira's Gambit ]]

* Kuvira marches out for Republic City, [[spoiler:and ends up being a week early. And she shows up with a ''giant mech''. Its reveal is at first in the shadows, and pans up from the ground to show how tall it is.]] And the first thing the audience sees it do is destroy an outpost with ''one shot'', likely leaving no survivors.
** What is especially telling is the looks on everyone's faces when she marches into Republic City [[spoiler:on that monstrosity.]] The whole cast looks on in sheer horror, especially and notably General Iroh, who is one of the closest ones to it and is seen visibly sweating. And then she starts shooting the naval ships...
** Some of the camera work really helps portray [[spoiler:what an inhuman, giant monster it is, even if it is just a giant mech]], with one shot in particular as it appears from behind a mountain making it look like it came out of a {{Kaiju}} film.
** Also, when she finally reaches Republic City, [[spoiler:her first act is to bully Raiko into surrendering by firing on some battleships.]] While the air benders managed to evacuate some of them safely, how many others were killed by the blast?
** Going back to the outpost, there's a shot of everyone just before Kuvira fires, that of shock and subdued horror. But it's no longer at the sudden appearance of this mechanical monster; it's at the fact they '''know''' ''they're likely about to die, and there's nothing they can do about it.''
* Korra's threat is pretty damn terrifying. No wonder [[spoiler: Baatar Jr.]] cracked so easily. [[spoiler: She says if he doesn't stop Kuvira's attack that even if Kuvira wins, Korra will flee the city and take Baatar with her. She will spend her entire life keeping him prisoner away from Kuvira, since she is the thing he truly loves in life.]] After several episodes of being a BrokenBird, Korra gets to frighteningly remind the viewers why she's not to be trifled with. The best part is this is eerily similar to Tarrlok's threat to Korra in "Out of the Past" back in Book One, where he intended to keep Korra as a hostage.
* Kuvira really [[MoralEventHorizon crosses the line]] when she [[spoiler:destroys the factory where her beloved, Baatar Jr, is being held, after he tries to convince her to leave Republic City. No longer is she a WellIntentionedExtremist if you ever thought she still was one. No, this one action showed the audience that this is a woman who has thrown away her humanity and compassion with her lover, as she values her plans of conquest above Baatar Jr's life. Even the fact that she does seem to love him doesn't change the fact that she still did that]].
** Not just [[spoiler:Baatar Jr., but virtually every one of the main cast was in that building. It's also very briefly shown that the Hummingbird mechs were destroyed as well.]]
** Or, on the contrary, she's such a WellIntentionedExtremist that her cause is above personal attachments. Which makes it arguably more terrifying, since she thinks that's the genuinely moral course of action. This last interpretation is all but confirmed in the final episode, by the way.

[[/folder]]

[[folder: Day of the Colossus ]]

* The Colossus in general is the Avatar verse's equivalent of a nuclear bomb in terms of sheer destructive capability and it shows throughout this episode. The thing practically levels half of the city in one shot, [[ImplacableMan all the while shrugging off anything Team Avatar and its allies throw at it.]]
* Kuvira's PsychoticSmirk when the Colossus recovers from ''having a building dropped on it'' is a terrifying way to show the viewers just how fruitless our heroes's efforts are. The fact that the camera's angled so it looks like she's ''[[TheFourthWallWillNotProtectYou staring at the screen]]'' only makes it worse.
* [[spoiler:Hiroshi Sato]] being crushed to death by the mecha. They don't shy away from the scene, either ([[GoryDiscretionShot save for not actually showing his body]]). The flattened hummingbird mech slides down the side of the Colossus like a swatted bug. It doesn't help that [[spoiler:we see Asami's reaction in horror and heartbreak at his HeroicSacrifice.]]

[[/folder]]

[[folder: The Last Stand ]]

* The Spirit Vine core of the Colossus is quite a sight, but also very, very dangerous. It is a huge jumble of Spirit Vines radiating a purple glow, with electricity coursing through it to power up the mech. It just looks very supernatural, and should not be messed with. [[spoiler:Mako sadly finds this out, with his arm getting burned after he uses his lightningbending to make the core explode. The electrical feedback causes his sleeve to burst away, and his arm is still in a cast at the wedding.]]
* Kuvira's subtle but noticeable VillainousBreakdown throughout the episode. As Korra gets the upper hand in their fight, her usual calm and stoic demeanor even in battle descends into a frantic desperation as she finds herself outclassed by the woman she had bested previously. [[spoiler: When the Colossus is destroyed, Kuvira rejects Korra's offer to surrender and retreats into the Spirit Wilds, her hair unkempt and in an almost-crazed state as she absolutely ''refuses'' to consider giving up. It culminates in a last-ditch attempt to kill Korra through using the Spirit Vine Cannon, and nearly destroying her and the entire city in the process.]]
* After Kuvira and Korra get out of the mech, Korra chases her into the Spirit Wilds. [[spoiler:Kuvira is seen on the cannon that she threw away and attempted to fire one more shot directly at Korra. But it overloads, being entangled by all the Spirit Vines, causing a chain reaction and it continues firing, causing a gigantic explosion that nearly engulfed the entire city. If it had not been for Korra bending the energy itself, everyone would have died. It's pretty scary to come face to face with what is essentially a nuclear bomb, with its sheer city-leveling destruction. The horror of everyone running away for cover is essentially tantamount to a [[FantasticNuke nuclear disaster]]. And, it essentially had enough energy to ''rip a permanent hole in space-time itself'', creating a new spirit portal.]]
* The sight of the [[spoiler:new spirit portal]] is beautiful. The fact that it's in the middle of a crater and surrounded by ruined skyscrapers puts a damper on it, though. [[NoEndorHolocaust Thankfully, they were empty due to the evacuation]].
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[[folder:Videogame]]
* Hundun is a very creepy old man bastard indeed, being a HumanoidAbomination of a spirit with [[DarkIsEvil dark powers]] that intends to drain Korra's life. However, what truly takes the cake is the reveal that [[spoiler:he's a congenital twin, with his grotesque and almost zombie-like brother attached to his back]].
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