* The Grand Duke is one of the most frightening creations to come out of Creator/DonBluth's imagination. Except for the part where [[spoiler:[[AntiClimaxBoss he gets shrunk down to three inches in height and then cartoonishly chased away by his nephew]]]] right after his OneWingedAngel act. Isn't it a rule that the villain gets a [[RuleOfCool more dignified death]]?
** The Grand Duke might be responsible for some kids' deep and abiding fear of organ music.
** The Duke's [[FanNickname Lucky Charms]] breath could be considered scary as hell. Think about it: a force that could summon storms and turn kids into kittens comes with little stars, hearts and other brightly-colored symbols? LightIsNotGood.
** The part where the Grand Duke [[VillainousBreakdown drops his hamminess]] and ''[[spoiler:strangles Edmond with his magic]]''. Even though [[spoiler: [[DisneyDeath Edmond didn't die]]]], it's still frightening.
** The following line:
-->'''Duke''': (''after stealing a phone from the animals'') Hello, kitty? It's the Duke. I have some rather ''bad'' news I'm afraid. *Ahem* When the batteries expire, ''[[ImpliedDeathThreat so will your friends]]''. [[FauxAffablyEvil Toodle-loo, cheerio, bye!]]. (''bites the chord of the phone while [[SlasherSmile grinning like a psychopath]]'')
-->'''Edmund''': (''sounding appropriately frightened'') [[OhCrap Oh no...]]
** For some, the kitchen scene can be eerily reminiscent of real life child abuse situations, especially when you consider that Hunch '''IS''' his nephew. Perhaps this was the scene that they initially wanted to delete rather than the "Skunk Pie" scene.
** The "Skunk Pie" scene itself seems to invoke a kind of uncertainty that one usually [[LikeYouWouldReallyDoIt does NOT have in kids movies that death is not going to happen to a cute and innocent character]] and yet we have this scene where the Duke slowly prepares a baby skunk for dinner while humming to himself and doubt slowly creeps about the fate of the little fellow until the moment when the Duke opens the oven and the flames start to engulf it... Its suspenseful to say the least.
* The soundtrack version of "We Hate the Sun" has these extra lyrics that the movie left out:
-->'''Duke''': I took the kitty by his throat and I ''squeezed'' him! I tried to choke him 'til his brains came out his ears!
* Snipes's panic attack in the chest is disturbing, as he pecks holes in it causing water to gush in.
* The water ''itself,'' oddly enough, is scary. For small children who watched this movie, the idea that their homes and parents could be impermanent is disturbing enough, without a veritable biblical flood swamping Edmund's town. It doesn't help that the water is colored black.
** [[WesternAnimation/ThePiratesOfDarkWater Black,]] [[FridgeHorror you say?]]
* Watching the film while subscribing to any of the "Edmond is dead/dying" theories makes the whole film much more scary.