Nightmare Fuel / Puss in Boots: The Last Wish

"What's the matter? Lives flashing before your eyes?"

"I just LOVE the smell of FEAR!"

— The Wolf

If you can watch the whole movie without so much as flinching, then you are even more fearless than Puss himself. With some surprisingly mature subject matter, plenty of dark moments, and an absolutely terrifying villain at the helm, you have what may be one of the darkest movies that DreamWorks Animation has ever made since The Prince of Egypt.

As a Moments subpage, all spoilers are unmarked as per policy. You Have Been Warned.

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The Wolf

There are very good reasons why The Wolf has quickly become one of DreamWorks Animation's most memorable, scary, and intimidating villains to date. Everything about him — from his design, to his voice, to his personality, to his Leitmotif — feels like he walked right out of a Slasher Movie, and his mere presence outright turns the film into one. In fact, the Wolf provides so much of the film's Nightmare Fuel that he ended up getting his own folder. And the icing on the nightmare cake? He's not just some run-of-the-mill bounty hunter, as Puss first suspects he is... HE IS DEATH. And as he makes clear to Puss (and the audience), that's not a metaphor or an exaggeration. He's literally and unambiguously Death itself.

• The reason why he's after Puss? He's angered by Puss' flippant, arrogant attitude towards death and is sick of him wasting his extra lives, so he has chosen to take his last life personally. Imagine pissing off the Grim Reaper so much — to the point that he considers your very existence an affront to him — that rather than wait for your time to die, he decides to bend his own rules just to kill you himself. The worst part of all, as this is Death itself, is that there's nowhere for Puss to run. No matter where he hides or how far he runs, Death follows like a shadow. Even when he's managed to evade Death by hiding as a house cat, he's merely delaying the inevitable, having to live in crippling fear of a being that will never truly leave him no matter how much he tries. Even when Puss finds the courage to face Death head-on for the final battle, he openly acknowledges that he can never truly defeat Death, just delay him and that sooner or later, one way or another, Death will claim him eventually. The entire ordeal is something straight out of a Cosmic Horror Story.
  • Some throwaway lines make it even chillier. Most adaptations of Death have it being a sort of job, or mechanism, following rules, maybe even bound by something greater than it. The Wolf? Puss is right, he is not dead. He has a life left to live. There has been no supernatural circumstance or weirdness, nothing warranting the Wolf to come after him, the Wolf just can and does so solely to avenge a slight against him. There is literally nothing stopping him if he wants to come and take you. And if you understand Spanish, after Puss fends him off in their final confrontation you can hear him complaining about how he couldn't help playing with his food. Puss has never escaped him, every time it was the Wolf letting him go just to enjoy the chase a bit more. And, as Puss acknowledges, the Wolf just can't be defeated. In short, there is nothing you can do to stop or escape him if he actually decides to come after you, and nothing stopping him from doing it on a whim.
    • Worse yet, this combined with the fact he only ever fights Puss with his fighting skill and sickles all but confirms that Death wasn't even trying the entire time. Death can seemingly teleport, manipulate the environment, and summon what looks like Hellfire. If he'd wanted to, he could've killed Puss easily with his supernatural powers, but was intentionally holding back.
    • There's the subtle insinuation that hunting down Puss is not the first time the Wolf has manifested to personally claim someone's life. From stating how nobody has been able to beat him to his obvious disdain for attempts to rationalize his bearing of the name "death", it's very likely there have been others — which isn't too hard to imagine considering the fantastical world he exists in — who are pretty disrespectful to their own mortality, which becomes more apparent when one looks at past Shrek villains like the Fairy Godmother, who uses her magic to stay immortal, and even she dies by the end of her appearance.^note  Hell, with the exception of Rumpelstiltskin, every Shrek villain who abuses their magical powers or has a scathing lack of respect for others' lives ends up dying by the end of the films. Now, we don't see Death physically going after them in any of said past films, but it's likely that he manifested in their minds right as they're killed off to take glee in their demise given the type of reaper he is. This not only paints a very unnerving picture that hunting Puss isn't that much of a singular special case, but that he was successful, each and every time. And ultimately, that this version of The Grim Reaper is prone to holding grudges against many people.
• The Wolf's Early-Bird Cameo. Re-watch the intro scene with Puss fighting the giant, with the panning shot of the crowd doing the wave to cheer Puss on. Look into the background at the alleyway, and you can see The Wolf watching on in contempt.
• The Wolf's Establishing Character Moment is a terrifying display of Always Someone Better as for the first time in his career, Puss learns firsthand what it's like to be truly helpless. Puss is unable to land a single hit on the Wolf, who is clearly toying with him. But it isn't until the Wolf gets serious and manages to draw blood that the normally fearless feline loses his bravado, complete with his fur standing on end, his life flashing before his eyes, and his heart pounding in his chest as the horrifying realization sinks in that he was that close to getting Killed Off for Real. And instead of finishing off Puss while he was vulnerable, the Wolf kicks the sword back to him and dares him to pick it up; he doesn't just want Puss dead, he wants him to die fighting for his life. Naturally, Puss is so terrified that he abandons his sword and runs away from a fight for the first time in his life, and is so traumatized by the ordeal that he briefly gives up being Puss In Boots and lives as a housecat, only coming out of retirement when he learns about the Wishing Star.
  Wolf: What's the matter? Lives flashing before your eyes? (kicks Puss's sword towards him) Pick it up. Pick. It. Up.
  • The revelation of Puss actually bleeding from the forehead. Initially, after the Wolf cuts him, a trail of red liquid falls down from his forehead, it initially seems to be some similar kind of liquid to play as a subversion to the violence, until Puss wipes it off his head and it's, in fact, his own blood and he was a millimeter from his head being split in half. It manages to shock both himself and the audience out-universe- hinting that this is not going to be as light-hearted as the previous Shrek films that will deal with the heavy themes of death and that he's in danger with nothing to bounce back from as he's wasted eight of his lives via preventable and inane situations.
    • What makes it worse is that Puss doesn't even seem to understand what just happened. Puss just sort of... stares at the blood and his fur standing on end for a moment, and he looks almost confused than anything else. It's not until the Wolf spells out that Puss is afraid that you really see the panic kick in.
  • The way the Wolf gradually builds up as a threat throughout the first fight. He initially begins as a somewhat creepy character who seems a little too interested in Puss as an idol that doesn't seem to be a threat before seemingly revealing himself as a cool and competent bounty hunter that is casually dodging Puss' moves but gradually he escalates the violence as his actions become more and more threatening until he cuts Puss' forehead. He then admits to smelling Puss' fear and from then is portrayed as a truly menacing figure.
• His calling card is a haunting whistle whenever he's close by. Any time Puss hears it, he freezes on the spot... and seems to instinctively know where the Wolf is... and he always seems to be behind him. His entire demeanor changes from confidence to pure fear. His fur stands on end, and his heart beats faster and faster. Until the very end, Puss ends every encounter running in terror. Paranoia Fuel at its finest.
  • Further note on the whistle: unlike many songs about Death, which are usually in a minor key to reflect their somber topic, Death's whistle is in a major key, sounding almost happy... like he's trying to mock Puss.
  • The first time Puss hears it, is when Death introduces himself. Even though Puss isn't afraid of it yet, the tune still comes off very unsettling, as the wolf seemingly appears out of nowhere. However, the truly scary moment is once the Wolf has beaten Puss and drawn blood, and Puss decides to run. Death whistles the tune again as he stalks towards the door he's hiding behind, his shadow looming through the light at the bottom of the door- at this point, Death has forced Puss to become intimately acquainted with his song. Puss is so terrified at the end, that he escapes through the toilet without hesitation just to get away.
  • The second time he hears it, Puss has managed to successfully steal the map (albeit with Kitty and Perrito along for the ride), and as an added bonus, manages to gift the people of the town gold as they ride off, prompting the crowd to cheer for him. In that moment, Puss seems relaxed, as he feels he's on the track to getting his lives back... but then, the whistle sounds out. And there, in the middle of the crowd, in broad daylight - he sees the Wolf, who just stares straight at his target, before picking up two of the gold coins on the ground and mockingly placing them over his eyes.^note This gesture also serves as a chilling bit of Foreshadowing for the Wolf's true nature, as placing coins over a corpse's eyes was a commonplace Due to the Dead in ancient Greece, as they were considered payment for the ferryman Charon to take the souls of the dead across the River Styx and into the underworld. Puss' bravado vanishes as soon as he lays eyes on the Wolf, and he quickly shouts at Perrito to speed up the carriage to escape. The hunter's intended message is clear as day: "There's no escaping Death. I'm coming for you."
  • The third time Puss encounters the Wolf, the previously warm and relaxing locale of Perrito's river gives way to darkness where he stands in the distance, his hood up and sickles drawn, with the landscape around him appearing like a crying skull. Puss is so badly scared he immediately abandons the battle with Jack Horner and runs away to a creepy forest, hallucinating the tree branches forming the Wolf's face and the stones taking the wolf's shape, ending up lying under a tree, looking and acting like he's about to have a heart attack. Alternatively, given the Wolf's supernatural nature, it's possible those weren't hallucinations at all, but actually Death appearing in a form only Puss could see to torment him about his inevitable fate.
    • Puss' panic attack has been hailed as one of the most terrifying scenes in the whole film due to how realistic it is. Puss is clutching his chest in pain, his eyes are wide and manic, he's hyperventilating, and his heart is beating so loud he can't hear what Perrito is saying. Had Perrito not managed to calm Puss down, the poor cat would've literally died of fright.
• The Wolf's fourth encounter with Puss at the Cave of Lost Souls and The Reveal of his true identity is easily the most bone-chilling moment in the entire film.
  • The way the Wolf enters the scene. Normally, the Wolf's presence is heralded by the sound of his signature whistle. In this scene, the Wolf simply emerges from the shadows in front of Puss just as he is about to leave, giving the impression that he was there the entire time. Which actually makes sense given the Wolf's true identity. Death is never far behind, after all...
  • The Wolf's monologue to Puss is made all the scarier by his shifting tone during this talk. One moment, he's speaking with sadistic playfulness, the next, he's quietly growling at Puss. The Wolf also proceeds to smash the crystals containing Puss' past eight lives into tiny shards throughout his "conversation" with Puss, clearly taunting Puss about his past deaths and his inevitable fate. And when the last of Puss' previous lives shouts for him to run for it (and is promptly shattered for his pains), the Wolf watches him go with a veritable Slasher Smile before setting off in pursuit, as if sadistically giving Puss a headstart.
    Puss' past life: Oh, you think you are better than us? Without us, you will always live a life of—
    Wolf: ...Fear. I do love the smell of fear. It's intoxicating.
    Puss's third life's crystal: It is...? (Abrutly shattered by the Wolf while wearing a darkly hilarious dead serious expression)
    Wolf: Sorry to crash the party with your past lives, or your past deaths as I like to call them. (shatters his first life's crystal) I was there to witness all of them. Each. Frivolous. End. But you... didn't even notice me, because "Puss in Boots laughs in the face of death"... right? (shatters two more crystals) But you're not laughing now. (shoves Puss's fourth life crystal to the ground, shattering it)
    Puss: [utterly terrified] You are no bounty hunter. You are...
    Wolf: DEATH. [Another crystal shatters] And I don't mean it metaphorically, or rhetorically, or poetically, or theoretically, or any other fancy way. I'M DEATH. STRAIGHT. UP. And I've come for you, Puss in Boots.
    Puss: B-But... I'm still alive...
    Wolf: (chuckles sinisterly) Y'know, I'm not a cat person. I find the very idea of nine lives absurd (points a sickle at Puss, glaring at him) and you didn't value any of them. Sooo, why don't I do us both a favor, and take this last one, now?
    Puss' second life: That's cheating!
    Wolf: (throws a sickle behind him into that Puss' crystal) Shh, don't tell. (the crystal shatters)
    Puss' Past Life: Run, Puss In Boots! Make the wish! (gets promptly shattered as Puss runs off)
    Wolf: Go ahead. Run for it. Makes it more fun for me... (chases after Puss)
  • The fractures in the crystal as the Wolf finally says that he's Death — the page image, no less — form a wolf's skull over his face.
  • This revelation is terrifying from Puss' perspective. What Puss initially believed was just an expertly skilled bounty hunter that managed to hurt him enough to traumatize him is in actuality the physical manifestation of the inevitable concept of Death itself, a being that can't be truly defeated and can appear at any time to kill him. No wonder he becomes even more frightened to face him.
  • As Puss makes his escape, the crystals turn a dark red with the Wolf's image is reflected on all of them, his laughter echoing through the cave. And then the real Wolf emerges from one of the crystals and attempts to grab him.
• There are parts of the film that imply that the Wolf is just a figment of Puss' imagination, since nobody else ever seems to notice his presence in crowd shots or hear his whistling. However, when he arrives at the Wishing Star, everyone can hear his whistling, with everyone being confused as to what it is and where it's coming from. Then Perrito asks who he is when he sees him, confirming for sure that Death was Real After All, and perhaps implying that he can pick and choose who perceives him.
• During the Final Battle, the Wishing Star emits a technicolor field around its edges as the fighting continues, which is shown to suck in those who touch it and disintegrate them into nothingness. When the Wolf makes his entrance into the battlefield, whistling his tune as ever, he simply walks through this field like it was made of water, underscoring how impossible it is to stop Death itself; this sight of his effortless display of indomitability even seems to intimidate all the other combatants who see him, as none of them make any attempt to even try and attack him.
  • The Wolf's final battle with Puss is kicked off by him using his sickles to scratch out twin trails of red-tingled flames around the pair of them, creating a personal arena that knocks all others away from Puss. The atmosphere and the impossibility of Puss' victory against an unstoppable force of nature give the impression that he's about to be Dragged Off to Hell.
  • Though funny, Kitty, after Puss is spared by Death, is shown to be understandably shocked with a shake in her voice when she realizes Puss was being literal about Death hunting him down, showing that even she was terrified of Death. Especially when Death confronts Puss for the final time, Kitty cries out Puss's name in horror. She might even felt a little bad for her previous attitude toward Puss earlier, considering she now knows the kind of hell he was going through.
    Kitty: You know... when you said Death was after you, I thought you were just being melodramatic!
• There's not just his eyes are blood red, with black sclera but sometimes the pupil itself will flicker pure white- creating an eerie glow of light to enhance the already creepy aspect of the character. Best shown during the first fight after he cuts Puss.
• The general fact he doesn't have any comedic traits whatsoever and is portrayed DEAD STRAIGHT. Most of the Shrek villains usually tend to have some sort of comedic traits that makes them funny and entertaining villains. The Wolf on the other hand, besides his snarky attitude, does not have any of those traits and he's portrayed as a legitimate threat who brings a darker atmosphere to the movie whenever he appears.

Jack Horner

Jack Horner, while very hammy and comedic, is still fairly terrifying, being an unrepentantly cruel and ruthless villain who seeks the titular Wishing Star so he can become the master of magic and rule a world where no one else can have magic to fight back, while showing no concern for his own men dropping like flies as long as he achieves his goal. He even mocks the Ethical Bug when the latter deems him as being Beyond Redemption, sarcastically asking him how it took so long for him to notice.

• Even worse, Jack doesn't want the magic to use it or actually do anything with it, beyond just... having it. And being smugly satisfied no one else does. He doesn't have a plan, or goal, he is just an entitled child who doesn't care about the people who get hurt in his wake, and has the resources to do just what it wants. Which might just remind you of how many billionaires end up ruining countless lives just because they can make a small profit.
• When we first get introduced to Jack, the two thieves he hired to bring him the map were told they would get their weight in gold. Jack does so by using the Midas Touch on one of the thieves. You even hear her voice turn to fear as she slowly solidifies, and it's unknown if it can be reversed or if she's just dead. If it's the latter, then the remaining thief essentially has to accept her sister's corpse as payment.
  • Also, if you pay attention to Jack's wanted poster, you'll see that there's red pie jelly spilled on the wall, which can symbolize blood. Foreshadowing much?
• Jack accidentally kills some of his men by shooting them with baby unicorn horns, causing them to burst into confetti. Most disturbingly, Jack doesn't even show any remorse for it but seems to take active glee in it.
  • Later, he uses his remaining men as a human bridge to cross a cliff. This is already bad enough, but then he gets his tank (complete with all the heavy ride and horse) to attempt to cross. Unfortunately for them, both the men and the ride fall to their death (except for one). While the Ethical Bug can only watch in horror and deem him irredeemable.
  • And he was initially going to shoot Perrito in the face with it before being stopped, which he responds candidly with this intent to the horror of the Ethical Bug when asked.
• Of course, there's the potential horror of Jack becoming a Sorcerous Overlord had he gotten his wish granted. From what little glimpse is viewed from the crystal ball, it shows a maniacal Jack complete with glowing pink eyes and pink lightning glowing from his hands and the world literally cracking underneath his power. Given his personality, he'd be a nigh-unstoppable despot at best or a world-destroying lunatic at worst. It's little wonder why the Ethical Bug looks so horrified upon seeing this potential future had he won.
  • In the movie's Junior Novelization, the Ethical Bug sees a vision of Jack sucking the magic out of Puss and Kitty, transforming them into ordinary feral alley cats. Had Jack gotten his wish, much if not all sapient non-human life would have effectively been wiped out.
    • Gingy, the Magic Mirror, and Pinocchio would be among the most affected. At least the anthropomorphic animals would survive, just in a different form...
    • How might mermaids and ogres be affected?
• He has baby unicorn horns placed on a mantle, and the equines he uses to pull his wagon are actually de-horned unicorns he tore the horns off of. He not only disfigured innocent animals but keeps them as beasts of burden to further humiliate them.
• And Jack is doing all of this because Pinocchio unintentionally showed him up by doing a more entertaining show than his own schtick (which was implied to have gotten so tiring that his own parents were bored of it when he was a child). And it didn't even affect him in the long run outside of his wounded ego, because his family's pie-making business kicked off into a widespread enterprise and despite of being bored of his schtick, his parents were loving towards him regardless. He committed these atrocities because of a one-time thing that he experienced as a child. Shows how unjustifiably evil he is.
• Hell, the fact that he gets an entire folder to himself on this page, tells you just how vile and horrifying his actions are throughout the movie. The other character to warrant their own tab? The literal embodiment of Death itself. Yet when it comes to sheer terrifying sadism, Ol' Lobo has nothing on this completely ordinary human who would obliterate the world just to have what he thinks would make him "happy".

Other moments

• While the montage is darkly Played for Laughs, Puss' 8 deaths involve being trampled by bulls, getting mauled by dogs, falling from a great height, getting crushed (TWICE), getting caught in an explosion, shellfish-based anaphylaxis, and being burned alive.
  • What's more is that, while almost all of his deaths happen off-screen, you can hear Puss' cat screech in his second death by the dogs and his glass of milk breaking by the great fall in his third one.
  • Also, look to the corners of the countdown numbers between each death - you can see The Wolf's head and his sickles in each of them.
• Those giant blue roses that make an audible "aww" sound when Perrito sniffs them? When Jack's army comes through, they reveal themselves to be Man-Eating Plants and devour some of them in graphic detail - one of his soldiers is Stripped to the Bone. Proves to be a Moment of Awesome for Perrito as they hold them off long enough to get through nearly two-thirds of the journey.

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The Wolf: *Whistles*