[[caption-width-right:350:Yes, my teeth and ambitions are bared!]]
* ''[[VillainSong Be]] [[CrowningMusicOfAwesome Prepared.]]''
** Special mention goes to Scar screaming '''''"YOU WON'T GET A SNIFF WITHOUT ME!"''''' at one of the hyenas, who promptly falls screaming into a pit of what we can assume is boiling lava. Yes, the hyena '''died.'''
*** It's telling that Jeremy Irons did this line so many times he eventually blew out his vocal chords and had to be replaced for the rest of the song by Creator/JimCummings. They wanted it to be ''that'' scary.
** Just as bad is the hyenas snarling and lunging at the camera through hellish flames on "Yes our teeth and ambitions are '''BARED!'''" near the end of the song. Brr.
** For added nightmares, try listening to it in GERMAN...oh wait, here you go: https://www.youtube.com/watch?v=EC9Pkz9dPMU
*** And just in case the symbolism wasn't obvious, there's a full thirty seconds set in the [[ANaziByAnyOtherName infamous "cathedral of light."]] Complete with a full hyena parade including goosestepping.
** Just before the second verse of the song begins, there's a point in the soundtrack which at first sounds like the strings section -- but quickly you realise it's the hyenas laughing: ''hehehehehehe.''
* The scene of Scar leaping at Simba [shown above], teeth and ambitions bared and claws out with fire burning behind him. He looks like Satan leaping out of Hell. Try seeing that in 3D.
* Scar's death.
** The leadup to it. After Scar has tried to kill Simba and fallen into a crevasse, Shenzi, Banzai, and Ed approach. Scar addresses his friends, to which Shenzi says, "Friends?" I thought he said we were the enemy?" Shenzi and Banzai turn to Ed... who breaks into a creepy giggle like nothing we have heard before... and it's ''terrifying''.
*** It also implies - as confirmed by Jim Cummings about Ed faking his craziness - that Shenzi and Banzai ''know'' Ed is dangerous and know that if ''he'' decides that Scar is fucked, then Scar is fucked. It could probably be why Scar figuratively ''shits himself'' at the laugh.
*** Notice also that Ed is, throughout almost the entire movie, laughing or scared with unfocused eyes. When they first approach Scar at the end, his face is pure rage and he is staring straight at Scar.
*** Following that, we see Scar begging for his life as he is surrounded by a gang of looming {{Slasher Smile}}s, followed by a quick ShadowDiscretionShot as they pounce and tear him apart--
-->'''Scar:''' (''Relieved'') Ah, my friends.
-->'''Shenzi:''' "Friends?" I thought he said we were the ''enemy.''
-->'''Banzai''': Yeah, that's what I heard.
-->'''Both''': Ed?
-->'''Ed:''' (''Begins to [[GigglingVillain giggle maniacally]] as he and the other hyenas begin to approach Scar'')
-->'''Scar:''' [[OhCrap No! L-L-Let me explain!]] No, you don't understand! No, I didn't mean it! I-- No! No! Look, I'm sorry I called you-- No! '''''NO!''''' (''They all leap at him at once and attack'')
** Scar getting eaten by hyenas would be like ''Series/SesameStreet'' after watching the alternate storyboard ending on Youtube. [[http://www.youtube.com/watch?v=y14TwUGQ3xE Scar defeats Simba and Scar gets engulfed in flames resulting in the destruction of Pride Rock.]] [[PyrrhicVillainy Whoops.]] If you look closely at the sketches, he seems to be reduced to ''bone'' for a short time. To top it all off, there's also the fact that he would've been laughing hysterically the entire time while being burned alive.
** [[http://www.imsdb.com/scripts/Lion-King,-The.pdf An early draft]] of this scene has Scar saying, "My friends," when the pack of hyenas approach instead of Shenzi, Banzai, and Ed approaching first and the trio aren't even present. In fact the script implies that [[spoiler:Banzai and Ed die when they are catapulted into a flaming tree; Shenzi is the only one who approaches from behind and hears Scar betraying the hyenas; she disappears after this]]. The final scene is enacted with no dialogue from the hyenas, they just erupt in a "choir" of eerie laughter as Scar [[OhCrap slowly realises he's screwed]].
** The stage version of Scar's death changes it to where Scar is injured by his fall from Pride Rock, and is unable to get up, and asks his "friends" for help. The dialogue occurs, but Ed is perhaps even more terrifying than his animated counterpart, because when asked, he breaks out into extremely deranged, cruel laughter, and then shrieks as he leads his comrades into eating Scar. What's worse is that we barely get a ShadowDiscretionShot; the curtains come down, and we see the silhouettes of the hyenas eating Scar alive while he screams, their heads going up and down as they tear into him. Sweet dreams.
* And Mufasa's death.
** The Wildebeest stampede.
** The film uses a discretion shot for Mufasa's death (the shot darkens as he falls and cuts away just before impact), but the companion book ''The Art of The Lion King'', includes a piece of concept art that actually shows Mufasa being trampled. Every bit as horrific as it sounds.
** ''[[PreMortemOneLiner "Long live]] [[http://www.youtube.com/watch?v=ctJ9jZ-_fFc the king."]]'' The way Jeremy Irons delivers that particular line is spine chilling.
** [[OhCrap Mufasa's expression when this is happening.]] Seeing someone so strong and powerful looking so terrified and helpless (not to mention shocked at his brother's betrayal, no less) is a ''whole'' new level of scary.
*** His helpless scream as he falls to his death... replaced with the scream of Simba as he watches his dad, who he just had a scene showing their closeness, fall to his death...
** Scar's behavior as well. At first, when Mufasa is calling for help, Scar seems to ponder what to do, as if he's realized that [[MoralEventHorizon there would be no turning back]] if he killed his brother... and then not only he does it anyway, but takes some moments to ''enjoy'' Mufasa's terror. This isn't useful to his plan but highlights his sadistic nature.
** When the stampede starts and the thrill chords start, we get a good long look at Simba's utterly terrified face. It even used to provide the page image for OhCrap.
* Scar manipulating Simba into thinking it's his fault Mufasa died ''while they're standing near Mufasa's dead body''.
** Scar's order to the hyenas as they emerge from the fog after Simba runs off is chilling in its brutal simplicity. Especially since he ''doesn't even look in their direction'' as he gives them the order.
-->'''Scar:''' Kill him.
* [[http://www.youtube.com/watch?v=zl8gDjaHWWA A deleted scene]] that is mostly restored in the play as "The Madness of King Scar" is downright creepy. The play version is simply discomforting. The film version is downright disturbing. Scar starts to show feelings for Nala, wanting to her to be his queen, but she refuses his advances. In front of the entire pride, he banishes her. In and of itself the scene is mildly unsettling. The way Scar says his lines, though, is outright disturbing.
** Now in [[https://m.youtube.com/watch?v=1kGEz1zDGgY animated]] form.
*** From said animated version, we have what happens when Nala claws Scar to get him away from her. He looks shocked, then sneers and says "Ahh...''Nalaaa''..." Just...the way he says it coupled with the look on his face will probably make you feel ''extremely'' unclean...
** In the Broadway version, imagine what Zazu must have been thinking. He's watching Scar creeping up on Nala, a lioness he's known since she was a cub and generally got along with and cared about, with the tyrant's intentions being very clearly lustful and depraved--[[AdultFear and he's trapped in a cage and can't do anything to help her]]. And given what Scar's like, [[FridgeHorror it would be well within his character to rape her right there, with Zazu being forced to watch as it happens]].
* The hyenas' laughter as they enter Pride Rock when Scar names himself king.
* "Oh, Simba, you're in trouble again. But this time Daddy isn't here to save you... and now [[PunctuatedForEmphasis EVERYONE KNOWS WHY!!"]]
* When Zazu has been captured by the Hyenas, who like to play with their food...two words: "Birdie Boiler". It's a PlayedForLaughs scene, but to anyone who's ever been bullied, it can come across as pretty unnerving.
** Not to mention the way he says "Oh, no, not the birdie boiler!" hints that it may not be the first time.
* The Pridelands under Scar's regime. What was once [[GhibliHills a lush savannah paradise]] is transformed into [[CrapsackWorld a parched, desolate wasteland.]] Littered with countless animal skeletons, dead trees, and infested with ravenous hyenas, one has to wonder how anyone managed to survive for so long.
* The part where Scar hits Simba's mother Sarabi when she mentions Mufasa was particularly unsettling.
-->'''Sarabi:''' We have no choice, Scar. We must leave Pride Rock.\\
'''Scar:''' We're not going anywhere!\\
'''Sarabi:''' Then you have sentenced us to death.\\
'''Scar:''' [[WhamLine Then so be it!]]\\
'''Sarabi:''' (''understandably disgusted'') You can't do that!\\
'''Scar:''' I'm the king! I can do whatever I want!\\
'''Sarabi:''' (''furious'') If you were ''half'' the king Mufasa was--\\
'''Scar:''' (''strikes Sarabi with enough force to knock her down'') ''[[BerserkButton I am TEN TIMES the king Mufasa was!!!]]''
* The three hyenas are a source comedic relief for the film, but during the climax, they don't appear much, instead focusing on the rest of the clan, who prove they truly can be a force to be reckoned with, as an entire pack of them dogpiles Simba and attacks him rather brutally after he makes Scar reveal the truth, even when the lionesses join the battle, you can see the hyena army fighting back viciously as well. And the whole time, they don't laugh, but utter primal growls, snarls and howls of ''sheer fury''. Thankfully, the combined strength of the lionesses helps drive the unnamed hyenas away... just in time for what they have in store for Scar...
** Right at the start of the battle, while Simba tosses a few hyenas around, one gets the jump on him and goes for his throat. If it weren't for Rafiki showing up at that moment, it's possible that hyena would've torn Simba's throat out.
** It's a brief moment, but during the shot where some of the hyenas are running away, we can see a male lion and a lioness shoving and knocking hyenas into the fire. That is right: Simba and Nala knocked several hyenas off a cliff and presumably killing them. BewareTheNiceOnes, indeed. Also shows how serious this film is, since this is the first time that we see a Disney animated hero killing someone aside from the main villain intentionally.
* During the Elephant Graveyard chase, Shenzi comes perilously close to chomping down on Nala, before her cheek is slashed by Simba. It actually draws blood, and Shenzi freezes in pain... before slowly turning to Simba with a completely furious, but subdued growl, Simba having genuinely angered her.
** In the stage version at the end of "Chow Down", the cubs are trying to climb away from the hyenas up the elephant skeleton piece, but the hyenas succeed in dragging down Nala. They lick their chops and cry out "Yum yum yum!" and what not, and we see all three hyenas lunging to bite into Nala before Simba stops them in their tracks with his pitiful roar.
* At the end of the Broadway version's trailer on the "''The Lion King II: Simba's Pride"'' 1998 VHS, there is a black outlined drawing of Simba that is sure to give kids nightmares. It also doesn't help that there is a male announcer shouting, '''"WINNER OF SIX 1998 TONY AWARDS, INCLUDING BEST NEW MUSICAL: "''THE LION KING"''! VISIT DISNEY.COM FOR MORE INFORMATION!"''' The first part of the trailer does a really good job of persuading you to see the musical, ''but the ending is scary as hell and comes out of left field!'' The musical was great, but the scary end of the trailer doesn't do it justice. What's weird is that the drawing of Simba is nightmarish here, but not in the first movie. Maybe it's the curvy eyes that don't look like eyes at all, or again, the black outline, and the ''incredibly'' loud announcer.