WARNING: Spoilers are unmarked.
- The flashback, which has been described as not only the scariest depiction of an alien abduction of all time but one of the scariest movie scenes ever made, period. To go into detail, Walton is dragged to a table by aliens, after fruitlessly trying to escape. He is then pinned to the table by a large rubber sheet, completely unable to move. Then tubes are shoved down his throat, his jaw is violently clamped open, a sharp device is shoved into his neck, then you hear his muffled screams as you slowly watch a needle approach his eye. Nothing short of pure, horrific violation.
- The interior of the alien ship is equally nightmarish. The filmmakers opted for a more Organic Technology feel for the ship turning out something that resembles a cave decorated by H. R. Giger, and along the way to the table, Walton spies several human corpses, some of which are mutilated, as well as things like shoes and eyeglasses laying around, implying many other humans have been dragged to the same table before.
- Shortly after escaping from his cocoon, Walton finds himself in a zero-gravity environment and breaks through the wall of another cocoon during a panicked attempt to orient himself. Inside, Walton sees what appears to be a badly-decomposed human. Worse, the human appears to still be alive and conscious.
- Then the appearance of the aliens themselves. They initially seem to be typical Grey alien in look, but that's just their helmets. They're actually fleshy-colored, no-nosed humanoids with furrowed eyes and vague expressions- looking both inhumane and yet uncannily humanlike.
- Walton's state upon returning to Earth. The poor guy is left stark naked, in the rain, at a gas station in the middle of nowhere. He's traumatized to the point of being speechless, and has some gnarly injuries around his eyes.
- The initial appearance of the U.F.O. The scene is lit in such a way that it is initially difficult to make out just what the hell you're seeing. The red light that proceeds the ship's arrival is also quite ominous.
- When Walton is rendered unconscious, it genuinely does look as though he's been killed. It's no wonder the other guys were freaked.
