[[quoteright:250:[[Disney/TheLionKing http://static.tvtropes.org/pmwiki/pub/images/oh-crap_the-lion-king2_5811.png]]]]
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* Jafar gets one of these in ''Disney/{{Aladdin}}'', just before [[spoiler:getting sucked into a lamp after using his final wish to become a genie]].
** Aladdin has one himself when he and Abu are fleeing the collapsing Cave of Wonders via Magic Carpet.
-->'''Aladdin:''' Abu, [[ThisIsNoTimeToPanic this is no time to panic!]] ''(sees they're about to fly into a wall)'' [[YouCanPanicNow Start panicking!]]
* Ichabod and his Horse, probably the audience watching as well, get one of these in TheAdventuresOfIchabodAndMrToad. After long build-up to the arrival of the Headless Horseman himself, a false alarm makes the two burst out in laughter, putting everyone's minds at ease. Then at [[http://www.youtube.com/watch?v=tmjJCkEPqMM 4:26]], that damn cackling starts. Oh Crap Mode for everyone.
* Mr. Potato Head does it on ''WesternAnimation/ToyStory'' right before a flying RC slams into him.
** As does Woody when Buzz explains that revenge is something that isn't encouraged on his planet... then clarifies that they're not ''on'' his planet.
** As does the cast, when they hear the [[spoiler: new puppy barking]] at the end.
** "Wait a minute. I just lit a rocket. Rockets ''explode''!"
** Woody was in Oh Crap mode from the moment he and Buzz were thrown into Sid's car to the moment he finally convinces Buzz to escape with him, then he gets it back briefly when the milk crate with a full tool box on it is about to land on him.
** Buzz gets one as he learns the hard way that no, he really can't fly.
** In WesternAnimation/ToyStory3, Buzz gets an inkling that things are not all as they seem in the Caterpillar room when all the resident toys go hide. Once the stampede of preschoolers enters, [[ThisIsGonnaSuck he immediately deploys his canopy to weather the ensuing roughness.]]
*** At the incinerator: "[[ThatsNoMoon I don't think that's daylight..."]]
* ''WesternAnimation/TheIncredibles'':
** [[BigBad Syndrome]] does it when [[spoiler:Mr. Incredible tosses his car at him]].
** One of [[BigBad Syndrome's]] {{Mooks}} flashes one as well, just before his velocipod slams into the side of a mountain.
** Another {{mook|s}} has this as well later in the {{film}}. They're all joking about the Omnidroid wrecking the city, and one pops a champagne bottle. Their expressions change real fast when it turns out [[spoiler:Mr. Incredible]] caught the cork.
** Not to mention Mr. Incredible's ''epic'' OhCrap moment in the final battle when the Omnidroid sees him holding the remote. [[spoiler:It's hard to resist [[SayingSoundEffectsOutLoud shouting "SMAAAAAAAASH"]] when he gets stomped on.]]
-->'''Mr. Incredible:''' [[ItemGet Syndrome's remote!]]
-->''*{{Beat}}*''
-->'''Omnidroid:''' ''*stomps*''
** Also Bob's reaction just after he loses his temper and punches Mr. Huph through the wall— he realizes he's just blown his superhero cover ''and'' he's going to get fired.
** Bob had another reaction when a transmission of Helen requesting landing at Nomanisan plays and Syndrome orders missiles to be fired at the plane.
* Thrust in ''TransformersTheMovie''. He's in the way of Optimus Prime's FoeTossingCharge... and his look of utter terror is ''reflected on Prime's grille!''
** The look on Galvatron's face as Unicron transforms into the single biggest robot the franchise will see until Primus shows up.
** Add to the pot Spike and Bumblebee's PrecisionFStrike when Unicron survives the [[EarthShatteringKaboom Detonation Moon]].
---> Spike: "Oh, ''shit!'' What are we gonna do now?" (cue [[http://www.i-mockery.com/minimocks/transformers-movie/4.jpg Bumblebee and Spike staring in stunned silence]])
* Scrat, the small rat-thing from ''WesternAnimation/IceAge'', has a lot of these, ranging from the collapsing ice-sheet to the piranhas to the ''T. rex''.
** In the first trailer, he tries to bury an acorn in the ice of a glacier. He gives possibly the funniest facial expression on this list as the ice dislodges and slowly starts to tip towards him.
** Scrat is OhCrap in adorable saber-toothed squirrel form.
* In the ''Anime/FinalFantasyVIIAdventChildren'' movie:
** Kadaj finding out that [[spoiler:Rufus Shinra has Jenova's head all along]].
** Kadaj, again, after he retrieves [[spoiler:Jenova's head from Rufus]], then looks up to see a ferociously determined Cloud on his motorcycle Fenrir charging directly toward him.
** The look on Loz's face when he's kicked into his own now-sliced-in-half-and-about-to-explode motorcycle. In a minor subversion, [[NighInvulnerability he gets back in the fight seconds later]].
** Cloud has a perfectly understandable OhCrap moment when Sephiroth first appears, inches from Cloud's face.
--->'''Sephiroth:''' Good to see you... Cloud.
** Sephiroth displays a nice one when Cloud demonstrates his new and improved Omnislash.
** The expression on Reno and Rude's faces when Bahamut SIN appears is priceless.
-->Reno: ''Hello...''
-->Rude: ''Hell'' no.
* Simba from ''Disney/TheLionKing'' gets a very effective one of these moments just as he sees the wildebeest stampede heading right for him. His EvilUncle Scar has a ''major'' Oh Crap moment when he realises that [[MookFaceTurn the hyenas have turned on him]] later in the film.
** To be fair enough, that's because he placed the blame on them for Mufasa's death. Since Scar was the one who killed him by shoving him to his death, the hyenas weren't thrilled about being blamed by their master who was responsible for said titular character's demise. Yup. Shifting the blame for killing his brother on his own QuirkyMinibossSquad is never a good idea.
*** Oddly enough, this was only shortly after he brought one out of them, with an aside DeathGlare upon realising they hadn't finished Simba off.
-->'''Scar:''' So good to see you...''alive''...
-->'''Hyenas:''' ''*BigGulp*''
** And before that, when [[spoiler: right after slapping Sarabi to the ground, and notices a rather angry looking Simba above them watching the whole thing]].
** Before that, the hyena trio has chased down Simba, Nala, and Zazu with intention of eating them. Simba plants his feet, arches his back, takes a deep breath, and delivers...a cute little-boy roar. The hyenas smirk and dare him to try that again. Simba takes another deep breath as the hyenas grin, and...A THUNDEROUS LION'S ROAR splits the air. The hyenas have just enough time to have an OhCrap expression before Mufasa's paw slams them into the ground.
** Mufasa himself gets an OhCrap when he realizes Scar, whom he trusted implicitly, is going to [[spoiler:push him off the cliff]].
* In ''Disney/TheLionKingOneAndAHalf'', Timon and Pumbaa get one when they end up wandering into the "Be Prepared" number, eyes wide, huge honking grins on their face as they ExitStageRight
* Likewise, [[spoiler:Dr. Facilier]] in ''ThePrincessAndTheFrog'' [[spoiler:lets out a deliciously desperate "FRIENDS!" and looks like he just crapped his pants when the evil spirits come for his soul.]]
* In ''WesternAnimation/MonstersInc.'', Mike Wazowski gets one when Roz asks about his paperwork (not finished), and he doesn't have time to complete it before his date.
-->'''Roz:''' Your stunned silence is ''very'' reassuring.
** It helps that Mike is almost entirely (wide) eye and (slack with horror) mouth.
** Also Sulley taking notes from Creator/ChuckJones when he thinks Boo [[WesternAnimation/FeedTheKitty has ended up in a trash compactor]].
** Also, this happens to [[ButtMonkey George Sanderson]] whenever he is [[RunningGag discovered to have a "23-19" (the presence of a human sock) on him]] and must be forcibly decontaminated (full-body shave and scrub). The second time is priceless:
--->'''Employee:''' 23-19!! 23-19!!\\
''(CDA decontamination teams burst out of the bathroom stalls)''\\
'''George:''' ''(nonchalantly)'' [[ThisIsGonnaSuck Oh, dear]].
*** George's assistant gets a very satisfying one when George decides he's fed up with the little twerp, and 23-19s ''him'' into the human world.
* ''HortonHearsAWho'' has the Mayor do a split-second, but wildly stretched, take once he realizes the stapler he was aiming at the portrait of the Council Chairman bounces off and flies back toward him... landing on his face... and staples anyway! In fact, many characters in this film have classic cartoon expressions by the nature of its original illustrator.
* ''WesternAnimation/{{Hoodwinked}}!'':
** Red Puckett:
*** Red gives a loud scream seconds before her speeding mine cart hits a dead-end on the tracks.
*** Red's reaction to the phone call she makes to Granny in Japeth's shack. Her wide-eyed look as she says, "Mr. Goat, my granny's in trouble! I've got to find a way around the mountain, fast!"
*** In the treehouse, Red hears a glass window being broken. She rushes over to her granny's store, and finds that someone has thrown a rock through the front window with a very threatening note on it. Also, the store owner next door is putting up a sign that says "Out of Business".
** The Wolf
*** He's chasing Red's cloak, unaware that it's being flown by hummingbirds. But he doesn't know that until he grabs the cloak, at which point the camera pulls back and reveals that he's frozen in mid-air past the edge of a cliff. He remarks, deadpan, "OK. Not cool."
*** In the mine cart, when he realizes that Twitchy has lit [[DynamiteCandle a stick of dynamite]]. UpToEleven after attempting to get rid of it only ignites the rest of the charges stored in back.
** Kirk
*** "OH SCHNITZEL!" when a giant redwood tree he was trying to cut down starts to fall towards him. He has a DeerInTheHeadlights moment.
* Many characters in ''WesternAnimation/KungFuPanda'' have these, since martial arts sequences are the highlight.
** By far the most epic would definitely be the one worn by Tai Lung when [[spoiler:he realises that, yes, Po knows the Wu Xi finger hold. Skadoosh.]]
** Close second also goes to Tai Lung in his battle against Po. In that split-second before [[spoiler: Po's ass comes down on his face]]. Third to Shifu, when he [[spoiler: realizes he's really stuck with Po. Complete with EyeTwitch.]]
** "Tai Lung is free!" Pretty much everyone in that scene gets this look at least once. Except Tai Lung of course.
** Happens to the entire heroic cast during the final battle of ''WesternAnimation/KungFuPanda2'' when [[spoiler: they notice that Lord Shen has a lit cannon pointed straight at them. Then happens to Shen himself when Po learns how to redirect cannonfire]].
** The heroes get another before that when they find out that [[spoiler: Shen has a lot more then one cannon and is about to fire ''all'' of them their way]].
** Earlier, during the rickshaw chase, the Wolf Boss gets this expression when he turns around to see Po about to slam into him, complete with a terrified scream.
* ''Anime/FinalFantasyTheSpiritsWithin'': A very memorable OhCrap when the [[WaveMotionGun Zeus Cannon]] [[ExplosiveOverclocking overloads]] and falls apart, sending the spherical command bridge tumbling down the structure. [[KnightTemplar General Hein]], distracted by [[AxCrazy obsessed with firing the cannon]], has only a few seconds to look back and out the viewport to see the gigantic mass bearing down on him, instants before it demolishes the module he's in.
* ''[[WesternAnimation/{{Nine}} 9]]'''s heros give us plenty, as well as [[spoiler:The Fabrication Machine just as a barrel on [[StuffBlowingUp fire ignite all the petrol in the factory]]]]
** 1 gets a good one when he [[spoiler:first sees 2 return. After dying and being sewn onto the Seamstress.]]
* In ''WesternAnimation/ABugsLife'', Francis the ladybug is confronted by the two flies he'd been heckling earlier. They ask him to repeat what he said to their friend, "Thud." [[spoiler:Francis's well-deserved "oh, crap" hits the instant he hears Thud land behind him.]]
** The expression Flik gets when he realizes his "Warriors" are actually circus performers.
** Flik gets a big one earlier when he accidentally ruins the grasshopper offering.
-->'''Atta:''' ''What did you do?''
-->'''Flik:''' It was an accident?
* In the new DTV ''Film/WonderWoman'' movie, she gets an "Oh Crap" moment during the climactic final battle with Ares... saying "Oh Crap."
** The setup is what makes it awesome. When we first meet Steve Trevor, he uses the expression, and the Amazons decide it's proof of how vulgar men still are. Diana gives him a death glare every time he uses it. Then, when... well, I won't spoil it for you... Diana can only stare and go, "Oh, crap."
** Ares gets one when his second to final scene [[spoiler: echoes his own son's death, as the killer of his son's daughter (say that ten times fast) Wonder Woman LOBS his head off in exactly the same way.]]
* WesternAnimation/TheNightmareBeforeChristmas: "They're ''trying'' to hit us! [[ThisIsGonnaSuck ZERO!!]]"
** [[PreAssKickingOneLiner "Hello,]] [[TranquilFury Oogie..."]]
* ''Disney/{{Mulan}}'',
** The soldiers have one when they realize just how big the Hun army is, then Shan-Yu has one when he realizes that even though Mulan missed ''him'', she hit exactly what she meant to hit.
** The Chinese soldier patrolling the Great Wall during the film's introduction. His facial expressions when the Huns start to scale the walls and his first sighting of Shan Yu says it all.
** Shan Yu gets one when Mulan launches him into a tower containing what seems to be half the fireworks in the country.
** The soldiers get one, when they find the mountain village has been utterly destroyed and that the Imperial Army led by Shang's father has been wiped out along with it.
** Mulan gets one when Shang enters her tent after she's bandaged up and she realizes that he knows she's a woman.
* Merlin as a squirrel has one in ''Disney/TheSwordInTheStone'', when he realizes a heavyset female squirrel has her eyes on him.
* From ''TheIronGiant'':
-->'''Gen. Rogard:''' "That [[NukeEm missile]] is targeted to the giant's current position! [[LookBehindYou WHERE'S THE GIANT, MANSLEY?]]"
-->''(Mansley turns around to see the giant standing a hundred feet behind him.)''
-->'''Mansley:''' [[ThisisGonnaSuck Oooh...]]
* The Efrafan warriors have an [[{{Fictionary}} Oh Hraka]] moment when the dog charges over the hilltop to maul them at the conclusion of ''WatershipDown''.
* ''MonstersVsAliens'' has a slew of these moments, for both the good guys and the bad guys. The best is a string of OhCrap moments for Gallaxhar when, after he imprisons Ginormica in a force-field cage, she (1) pries her way out, then (2) busts through a series of thick doors he tries to seal her behind, and, when he finally races through air vents too small for her to enter, (3) keeps punching holes in the vents that nearly squash him.
* ''WesternAnimation/BatmanUnderTheRedHood'': Batman's look of shock when he processes the audio of Red Hood's taunt, and discovers that [[spoiler: the last word was "Bruce", indicating Red Hood knows Batman's identity.]]
** Black Mask saying "Oh, hell," as his reaction to seeing the Red Hood aim a rocket launcher at him.
** We also get a nice "Oh crap"-look from the Joker after the Red Hood captures him and the Joker sees him draw out a crowbar.
** Similarly, Red Hood says "crap" early in the final fight, when Batman attacks him with explosive pellets.
* Felicia, Ratigan's fat, spoiled cat in ''TheGreatMouseDetective'', sort of has a double one herself. First, after Basil, Dawson, and Olivia rescue Queen Mousetoria from being fed to her, Felicia hears barking and turns around to find Toby coming after her. She screeches and runs for dear life. Second, after being chased by Toby for some time, Felicia climbs up on a wall, sneers at Toby (dogs can't climb very well), sticks her tail and her butt in the air, and leaps over to the other side of the wall, [[spoiler:only to get attacked by guard dogs]]!
* ''OliverandCompany'': Loan shark Skyes gets one before [[spoiler:[[UnusualEuphemism catching the train.]]]]
* Prince Phillip in ''Disney/SleepingBeauty'' gets one when Maleficient [[OneWingedAngel transforms into a dragon]].
* Cody in ''[[Disney/TheRescuers The Rescuers Down Under]]'', gets a spectacular one as he falls off a cliff after freeing Marahute. [[spoiler:Thankfully, she catches him.]]
** Also the scene where McLeach escapes from the crocodiles to the apparent safety of a floating log. Then he looks up and sees his sidekick mournfully waving good-bye to him from the shore. [[spoiler:He turns around and sees the log is about to go over a massive waterfall.]]
* ''WesternAnimation/FindingNemo'': When Nemo and Dory discover that the light they're following is an anglerfish's lure: "Good feeling's gone."
** When Bruce smells blood in the water: '''''INTERVENTION!!!'''''
** When the whale approaches:
--> '''Marlin''': "Just as well. He might be hungry."
--> '''Dory''': "Don't be silly. Whales don't eat clownfish, they eat krill."
--> '''Krill''': ''"Swim away!"''
--> '''Dory''': "Oh, look, krill!"
--> '''Marlin''': ''(realization)''
* One of the gypsies at the start of ''Disney/TheHunchbackOfNotreDame'' gets this expression when he realizes the person who captured them is [[KnightTemplar Judge]] [[PoliticallyIncorrectVillain Claude Frollo]].
** Speaking of Frollo, he later gets this when the gargoyle he's holding on to comes to life in front of his face, just before it cracks and falls down with him to his DisneyVillainDeath.
** Right before this, he gets one when Quasimodo snaps, throws Frollo to the ground, and is standing over him holding a knife, and Frollo can't bully him anymore.
* The vultures after [[BigBad Shere Khan]] joins in on their little musical number in ''Disney/TheJungleBook''.
* ''Disney/{{Cinderella}}''
** The Glass Slipper has been destroyed, the Evil Step-Mom is just beginning to gloat, when Cinderella pulls the other slipper from her pocket. Closeup on the Step-Mom's face, and its near-perfect "Oh, Crap!"
** Moments before this, the prince's servant has one when the slipper breaks. Even earlier, Cinderella has one when her stepsisters destroy her dress. And when she hears the clock strike midnight...
* Disney/{{Pinocchio}}
** Jiminy Cricket has this moment when he finds out the true purpose of Pleasure Island.
-->'''Jiminy:''' Boys? So that's what...''PINOCCHIO!!!''
** Also Pinocchio himself when he first encounters Monstro the whale.
** "I'VE BEEN DOUBLE-CROSSED!!!"
* Vector from ''WesternAnimation/DespicableMe'' when [[spoiler: Gru storms his hide-out in order to get the girls back. "He... he punched my ''shark''!"]] An earlier scene had an obnoxious carny put on a horrified face when Gru's response to the carny making fun of Agnes is to take a DeathRay to his target-shooting game.
* In ''The Tigger Movie'' when the avalanche is about to start.
-->'''Piglet''' Is that a rumbly in your tumbly, Pooh?
-->'''Pooh:''' I don't think so, Piglet.
* The title character from ''{{Sintel}}'' [[spoiler: when she realizes that the dragon she just killed were the one she wanted to save in the first place]].
* MickeyMouse in ''{{Disney/Fantasia}}'' when he sees that the broom he just chopped to bits has multiplied into ''hundreds'' of brooms. Note that his drooping hat stood right back up when he saw them.
** The dinosaurs in the ''Rite of Spring'' segment when they see the Tyrannosaurus-Rex.
* Great one from Hydia in ''WesternAnimation/MyLittlePonyTheMovie'' when the [[TheCavalry Flutter Ponies]] show up. The look on her face, coupled with her VA's delivery of these two words: "My Smooze..." reveals that no, this isn't even going to be a close thing. The Smooze, this [[TheJuggernaut unstoppable]], [[BlobMonster ever-expanding]] horrific evil sludge... is ''[[CurbStompBattle completely screwed]]''. All thanks to [[BadassAdorable magical horses with butterfly wings]].
* ''WesternAnimation/SouthParkBiggerLongerAndUncut'' has every kid at South Park Elementary, especially Kyle, have this moment when they see Cartman singing TheVillainSucksSong {{right behind|Me}} [[MyBelovedSmother you-]][[KnightTemplar know-]][[BigBad who]].
** Cartman too when he finally turns around.
-->'''Cartman:''' Aw, fuck.
** The boys do this when they find out Cartman forgot to disable the alarm and they have been detected by the army. Kyle even spouts "Oh shit!"
* Robin Hood gets cornered by the Sheriff of Nottingham wielding a fiery torch in ''Disney/RobinHood''
* The Queen of Hearts when Alice grows giant size in ''Disney/AliceInWonderland'', not even having time to finish [[OffWithHisHead her catchphrase]]. Gets turned around when Alice suddenly realizes she's started shrinking back to normal size while she's in the middle of telling off the Queen of Hearts, and ''Alice'' is the one to have an Oh Crap moment.
* The Horned King in ''Disney/TheBlackCauldron'' gets two. First, his expression of triumph becomes disbelief and denial when [[spoiler:Gurgi's sacrifice]] breaks the Cauldron, causing his undead warriors to become lifeless again. Then Taran pushes the Horned King near the Cauldron, and the Horned King starts freaking out when the self-destructing Cauldron starts drawing him into it. He barely has time to let out a BigNo before the Cauldron turns him into dust and sucks him into it right before it explodes.
* ''WesternAnimation/AGoofyMovie'' has one for PJ when he's leaving the principal's office, dreading his father's punishments, and one for Max when he and Goofy (oblivious) are [[spoiler: about to fall off a waterfall]]. The earlier one is effective despite the fact that PJ is a NervousWreck, because he has noticeably different behavior from when the thing he's anticipating ''isn't'' inevitable.
* ''WesternAnimation/SharkTale'': Oscar has a huge one when Lenny tells him that his father is [[TheDon Don Lino]].
* ''Disney/TheLittleMermaid''
** Ariel has one when King Triton discovers her grotto and comes out of the shadows. She has an even bigger one when she blurts out "I love him!". She and Sebastian (and most likely the audience as well) knew things were going to get ''really'' ugly.
** Ariel gets another one when she her father signs Ursula's contract and he gets turned into a polyp.
** And a bit before that, Sebastian when he accidentally reveals that Ariel has fallen in love with a human to the king.
-->'''Sebastian:''' I tried to stop her, sir! She wouldn't listen! I told her to stay away from humans! I told her humans were bad! They are bad, they are--
-->'''Triton:''' Humans!? ''What about humans!?''
-->'''Sebastian:''' Humans? ''(chuckes nervously)'' Who said anything about humans?
** Everyone too when Ursula gets ScaledUp.
* Near the end of ''CatsDontDance'', Darla Dimple gets a '''huge''' one when she accidentally blurts out that she flooded the studio to frame the animals over the boom mike for her boss and all of Hollywood to hear.
* A wonderful example is in ''Disney/WreckItRalph'', when Ralph goes to try playing Hero's Duty. He's all excited as the game warms up... And when the door opens to reveal the clouds of deadly Cybugs, his face drops to a priceless OhCrap.
-->'''Ralph:''' Sweet Mother Hubbard...
** Near the end, [[spoiler: Cybug!Turbo gains control of himself just long enough to do this as he's pulled into the beacon. DyingAsYourself is NOT always a good thing.]]
* ''WesternAnimation/{{Epic}}'' : MK, when she realises it's not AllJustADream:
-->'''MK:''' ... Dad? I had the most messed-up dream. There were talking slugs, and teeny little soldiers and-
-->'''Grub:''' Helloo!
-->'''MK:''' Aw, ''man''.
** Bufo when he realizes the "idiot general" he insulted was [[spoiler: ''[[ItsPersonal Mandrake's son.]]'']]
* ''WesternAnimation/TheCurseOfTheWereRabbit'':
** When the were-rabbit starts to transform in the light of the moon, Gromit locks the door to the truck he's in.
** Wallace when he accepts the truth that the were-rabbit [[spoiler:is himself]].
---> '''Wallace''': Ohhh, dear.
* In ''HowToTrainYourDragon'', Stoick's face upon seeing the absolutely ''huge'' Green Death.
-->''"Odin, help us..."'''
* Near the end of ''WesternAnimation/HortonHearsAWho'', the Kangaroo has one when it is proven that the Whos really do exist, making her son, the Wickershams and all the jungle creatures turn on her for deceiving them.