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''Film/WhoFramedRogerRabbit'' was subtly deconstructing the idea of [[CartoonPhysics cartoon antics]] and toons and humans living with each other, [[RogerRabbitEffect even as it popularized the latter idea]], so there's quite a bit in the film that's just a bit uncomfortable, even when it's also funny. [[SlidingScaleOfComedyAndHorror And that's when it wasn't going for horror outright...]]
* [[https://www.youtube.com/watch?v=D4B_jDp0ffI The appearance of the Toon who killed Teddy Valiant.]]
-->[[spoiler:'''Judge Doom:''']] REMEMBER ME, EDDIE?! WHEN I KILLED YOUR BROTHER, I TALKED ''JUST... ''LIKE''... '''''THIIIIIIS'''''!!''
** Now in [[http://www.youtube.com/watch?v=5zyPM-LFpwU G-Major]]. Have a nice day.
** Made even more terrifying by the fact that [[spoiler:Doom]] was so serious and sane compared to the rest of the cast for most of the film, until his [[TheReveal reveal as a Toon]], suddenly smiling and not the good kind. And those [[HellishPupils Cartoonish eyes]], oh God, [[RedEyesTakeWarning those]] {{e|ldritchAbomination}}yes that can't even stay in one design for an entire scene. And that insanely high pitched voice. No wonder he's not in the ride!
** Instead of being consumed with vengeance or justice, poor Eddie is so struck with fear that he runs away like an innocent child who saw his worst nightmare.
*** [[spoiler:NothingIsScarier "Gosh, uh I wonder who he REALLY was?"]]
** The worst part is, normal toons always cause AmusingInjuries because they don't try to harm anyone and are in it for the laughs; [[spoiler:Judge Doom]], on the other hand, can and ''does'' harm people using ToonPhysics. It's a good thing Eddie dodged that buzzsaw when he did.
*** Remember also Roger's comments that toons can only use this power by RuleOfFunny. [[spoiler:[[FridgeHorror Doom thinks all of this is hilarious.]]]]
** And he did all this by only revealing his eyes, hands and voice. Don't even begin to imagine what the rest of him looked like under that LatexPerfection mask. Good thing he got dipped before he could show that ...
*** Building on the eyes, watch [[spoiler:Judge Doom VERY closely before his big reveal. He never blinks.]]
*** The graphic novel sequel, ''Roger Rabbit: The Resurrection of [[spoiler: Doom'']] offers [[http://img2.wikia.nocookie.net/__cb20120609162551/disney/images/d/d2/Resurrection_of_doom3a.png this]] as [[spoiler:Doom's]] true Toon form, complete with a SlasherSmile just to ensure sleep-deprivation.[[note]]Looks a bit [[WesternAnimation/HowTheGrinchStoleChristmas Grinchy]], doesn't he?[[/note]]
** Originally in WhatCouldHaveBeen: [[spoiler:Judge Doom]] was going to have even much scarier features like his real Toon mouth and RED HANDS WITH LONG NAILS, and was going to have more lines like the above and he was going to played by Creator/ChristopherLee.
* The substance Doom creates, known as the Dip. Any Toon that comes into contact with it dies instantly -- in fact, they are permanently erased.
** The first time we see the Dip -- and Judge Doom -- in action, it's when [[http://www.youtube.com/watch?v=RwPkAUBr4Sc Doom kills a friendly Toon shoe]] ''slowly'' with it, while it whimpers and screams piteously. If you pay attention, L.A.P.D. Lt. Santino, who was talking to Eddie at the time, ''[[ICantLookGesture looks away]]'' during the execution, unable to bear watching the Toon die. Even in-universe this is terrifying them.
** Hell, even Eddie, with the appalled expression he gives, finds it incredibly unnerving. He may hate Toons, ''but not THAT much''.
*** Made even worse in the original script where it's a talking gopher that accidentally bumps into Doom and subsequently dipped. Not to mention, the gopher dies pleading for its life!
** The nickname that Judge Doom gives the Dip in the original script is called [[Main/ANaziByAnyOtherName The Final Solution]].
** What makes the above Dip scene look more scary is that the shoe is now nothing but red paint on Doom's glove. If not for what we saw, anyone would have mistaken that for blood. Even knowing that it's dissolved red paint, it's still quite symbolic of blood.
** "Remember how we always thought there wasn't a way to kill a Toon? Well, Doom ''found'' a way: Turpentine, acetone, benzene. He calls it 'the Dip'." It's the tone that Lt. Santino says it in that sells it.
** Jessica Rabbit is normally calm, cool and suave, but the horrified face she makes upon seeing the Dip was quite an alarming change.
--->"Oh my God, it's '''DIIIIIIIP'''!!!"
** And then there's Judge Doom's ultimate plan, which is to flood the whole of Toontown with the stuff. Toontown is home to ''all'' toons, no matter the animation studio. If [[TheBadGuyWins Judge Doom had succeeded]], [[Disney/SnowWhiteAndTheSevenDwarfs Snow White]], [[WesternAnimation/MickeyMouse Mickey Mouse]], [[WesternAnimation/BugsBunny Bugs Bunny]], [[WesternAnimation/DaffyDuck Daffy Duck]], [[WesternAnimation/DonaldDuck Donald Duck]], and every other cartoon character kids love would be ''dead forever''. Your childhood and that of everyone else would've literally dissolved and be forgotten, and it's like The Invention of WesternAnimation Never Happened.
*** And in the movie, we only see characters from the big film studios like Creator/{{Disney}}, Creator/WarnerBros, Creator/{{MGM}}, Creator/{{Universal}}, [[Creator/ColumbiaPictures Columbia]], Creator/TwentiethCenturyFox, Creator/{{Paramount}}, and Creator/{{RKO}}. It is likely that characters from TV cartoon studios (Creator/HannaBarbera, Creator/{{Filmation}}, Creator/SunbowEntertainment, Creator/DICEntertainment, Creator/RubySpears, etc.) would meet a similar fate to their film studio fellows.
*** Worse, this would mean that {{Nicktoons}}, the Disney Renaissance, the advent of computer animation, and pretty much anything in animation history from 1989 onwards would never happen. Basically, imagine a world without WesternAnimation/ToyStory, WesternAnimation/SpongeBobSquarePants, WesternAnimation/BatmanTheAnimatedSeries, WesternAnimation/ReBoot, WesternAnimation/TheLionKing, or WesternAnimation/AdventureTime.
** "They're not kid gloves Mr. Valiant. This is how we ''handle things'' down in Toontown." That line suggests that Doom and his cronies dip innocent Toons in Toontown at any given time.
* Many scenes in Toontown.
** The sequence where Eddie Valiant meets Tweety Bird, Bugs Bunny, and Mickey Mouse (while falling from a skyscraper. They're less than helpful).
*** Though Mickey felt sorry for Eddie. And Bugs ''did'' warn Eddie he wouldn't want the "spare".
*** The singing trees...
*** Let's not forget Lena Hyena. Her deranged and creepy appearance along with her chasing after Eddie was pretty disturbing...
*** However the scare factor disminishes when you realized that in Toontown it's all PlayedForLaughs.
* The [[TheSilentBob straitjacketed weasel Psycho]] is practically a NightmareFuelStationAttendant. Just listen to him coo, "Time to kill the raaaab-biiiiit..." He even turns the Dip on Jessica and Roger AFTER HE'S DEAD. His ghost was ''that'' invested in killing them.
* Watching Doom being crushed by a steam roller.
** [[spoiler:And watching him peel himself off the floor and totter around, giggling wildly. For a Toon, that's really, really not a funny way to recover from physical trauma.]]
** [[spoiler:Then screaming as he melts from his own Dip after revealing he's a Toon. Of course, considering how much of a horrid monster Judge Doom really is (such as killing an innocent cartoon shoe earlier), [[AssholeVictim he pretty much deserves it.]]]]
* Judge Doom in general, seeing as how he was intentionally meant to invoke UncannyValley (makeup was used to make his skin look unnaturally white and flawless, and he ''never'' blinks onscreen).
** The scary thing is that he's played by Creator/ChristopherLloyd, possibly most famous for playing [[Franchise/BackToTheFuture Doc Brown]] (he even sounds like him in some scenes, like his description of the freeway project) -- so you would expect he was CrazyAwesome and good-hearted -- instead he's AxCrazy and capable of any monstrous act he could get a shot at doing. It's the same kind of feeling a UsefulNotes/{{Whovian|s}} gets when seeing Creator/DavidTennant in ''Film/HarryPotterAndTheGobletOfFire'' or especially in ''Series/JessicaJones''.
** Judge Doom in general is just Main/ANaziByAnyOtherName. His company starts buying off major businesses in Los Angeles, creates the dip (the only thing able to kill toons), and then reveals his plan to use the dip to destroy Toontown so he can build a freeway. What a dick.
*** You could only imagine what could've drove [[spoiler:Doom]] (and the Weasels for that matter) to not only develop a deep-seeded hatred of, but also ''happily'' attempt genocide of '''their own race'''. Especially when Toons, supposedly, only want to be funny. The graphic novel sequel mentioned above explains that [[spoiler:Doom]] was originally a Toon actor until an on-set accident knocked him out and he later awakened believing he was a true, bona-fide villain. However, the graphic novel is non-canon, so the real in-universe reason behind their evil nature is left a mystery.
* The [[http://www.youtube.com/watch?feature=player_detailpage&v=OJfateiaasY#t=105 "Pighead" deleted scene]].
* Roger's reactions to shots of [[https://www.youtube.com/watch?v=Vv6dWhBlsoM strong alcohol]] (rocketing into the air while shrieking like a steam whistle, shattering everything breakable in Maroon's office/the bar).
* Eddie driving into Toontown a land of eternal sunshine and everything is alive and happy and singing. Being a real person in a land of cartoons is just creepy.
* The opening cartoon. It played out exactly like a slapstick cartoon from the Golden Age... except that it was highlighted with horrifying, tense music and dramatic, dizzying camera angles. The whole thing was just nerve-wracking.
* The piano duel between Donald and Daffy. It's on the funny moments page, too, and for good reason, but it's still a knock-on, drag-out fight far more vicious than anything the two normally got up to in their respective cartoons, AmusingInjuries or no, set to a manic piano piece, and ending with a cartoon cannon putting a [[CouldHaveBeenMessy very real hole]] in one of the pianos. [[MoodDissonance And everyone's laughing at it.]]
* When Wheezy is dying, his angelic soul floats out of him. Coughing, he desperately reaches out for it, but it flies away and he dies.
* Anyone else find Roger chewing out Eddie over whether or not to find a new girl after seeing the [[ItMakesSenseInContext Patty Cake]] pictures, kind of creepy?
--> '''R.K. Maroon:''' Roger, I know this seems pretty painful now, but you'll find someone new. Won't he, Mr. Valiant?
-->'''Eddie Valiant:''' Good looking guy like that? Dames will be breaking his doors down.
-->'''Roger Rabbit:''' Dames? What dames?!
-->[Angrily grabbing Eddie by the lapels]
-->'''Roger Rabbit:''' Jessica's the only one for me! You'll see! We'll rise above this piddling peccadillo! We're gonna be happy again! You got that?! HAPPY! CAPITAL H-A-P-P-I!!!
-->[[[ImpactSilhouette Runs through window]]]
-->'''Eddie Valiant:''' [[SarcasmMode At least he took it well.]]
* When Eddie causes the Weasels to die laughing, their souls leave their bodies. When he kicks Smart-Ass into the dip, his soul doesn't. [[DeaderThanDead The Dip destroys their very souls.]]
** More likely, its that the souls is the sign of a "funny death" like in a cartoon, while the Dip is the sign of a serious, painful death which isn't meant to be funny, and thus no cartoony souls with harps and wings.
** It could possibly mean that the other weasels are still "alive" in a sense, but Smart-Ass is DeaderThanDead.
*** That's probably what it means since several old cartoons have characters appear as angels/demons after a comedic death only for them to be perfectly fine in the next scene.
*** There's some doubt they are still alive, though. Eddie later floods all the Acme factory with Dip and the weasels' bodies have probably been all melted away.
* Here's a frightening bit of RealitySubtext for you: those chemicals used to create the "dip"? Those were used in the earliest days of animation studios, who would cut costs by washing off painted cels after they'd been photographed to be reused in future films. As a result, physical artwork from many of those films have been lost forever. In-universe, it's suggested that toons are made of ink-and-paint, meaning that [[AndIMustScream once dipped]] [[{{Unperson}} they are as well]].
* The scene in which Eddie brutally interrogates R.K. Maroon is pretty unsettling, as Maroon is clearly fearing for his life and knows full well what kind of monster they're both dealing with, and is resisting Eddie's advances to save his own hide. Eddie then begins strangling him by running his tie through the film recorder, but before Maroon can reveal what's to become of Toontown if the will doesn't show, he's brutally [[https://www.youtube.com/watch?v=LZqr-7XqCyw gunned down.]] As much of a jerk as Maroon could be, his torture and murder can be pretty difficult to watch.
** That one bleak still shot of his corpse. Even compared to previous examples, there's zero cartoon elements or nature to balance it out, just a film noir-esque live action murder.
* Doom draws Roger out of hiding by repeatedly rapping the first part of "Shave and a Haircut," as toons have an irrepressible instinct to finish it. Roger desperately tries to resist in what's basically the old "Try not to cough while the killer's looking for you" times a thousand.
* While Roger is talking brightly about it, the fact remains that his words heavily imply that Valiant & Valiant was among the few, if not the only, agencies that would take on toon cases. Two of the newspaper articles of Eddie's old cases were clearing Goofy of being a spy (possibly for the Axis Powers since the clipping was from 1940, so WWII was well underway at that point) and rescuing Huey, Dewey and Louie when they were kidnapped; the idea of no one being around to ensure those events ended well is...unpleasant to say the least.
* Baby Herman almost getting sawed alive in the sawmill in this [[https://www.youtube.com/watch?v=34NtIiHltyI short]]
* Creator/TimCurry was turned down from playing Judge Doom because he was so scary in his audition that Creator/RobertZemeckis, Creator/StevenSpielberg and Kathleen Kennedy were all scared out of their minds of him, and considering [[Film/It1990 how he played Pennywise,]] it's better if he didn't.