History NightmareFuel / MyLittlePonyFriendshipIsMagicSeason2

* Celestia reaction. Especially if you remember what happened with Sunset Shimmer. With that in mind and her voice tone, the idea of what she may do to prevent what happened with her can be terrifying.

* The first glimpse of her true form. As she sheds the last of her Cadance disguise, what we are initially left with is a silhouette of a vaguely pony-shaped creature, her wings and mane being the only things not shadowed out. Suddenly, [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_introductory_shot_S2E26.png her eyes are instantly wide open]] [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_Evil_Laugh.png followed by a close-up of her face]].

* Discord's introduction
** He first is shown as a statue... with a beating heart of '''black light.''' Then he gives the [[https://www.youtube.com/watch?v=RGn1TlBLm0w most chilling]] EvilLaugh possible
*** Even the theme song afterwards is a bit unsettling, simply for the amount of MoodWhiplash. It puts what you just saw into perspective
** Nightmare Moon's appearance had relatively little buildup, only the storybook opening and some very subtle foreshadowing. Beyond the creepy laugh as his statue cracks, and the anarchy unleashed in Ponyville, Celestia gives a huge exposition dump before we see Discord. As in, right before. The buildup to this "Lord of Chaos" appearing is immense... ''and he lives up to it.''
*** To elaborate further, Discord first appears in voice-only. A deep, ominous rumbling voice that declares, '''"Make sense? What fun is there in 'making sense'."''' He then puts on a display of his near omnipotence with the windows, and shows off his ancient knowledge by taunting the Mane 6. Of note, even ''[[GodEmperor Celestia]]'' appears afraid of him, and is quick to cut off his talking. Because she knows how dangerous he is.
*** One of the windows that appears while Celestia is talking shows Discord dangling three ponies over a fiery pit of death. It even bears a startling resemblance to the "Devil" Tarot card. And while we look at the window, [[HellIsThatNoise the tortured screams of ponies can be heard]].
*** Said anarchy in Ponyville included animals with long, spidery legs that just look... wrong.
* Discord does not get any better after his introduction.
** We didn't even get to really ''see'' Discord for [[NothingIsScarier half the episode.]] He only appeared as a stained-glass version of himself. Once he ''does'' appear, with dramatic thunder of course, we can fully see both his [[BodyHorror mis-matched appearance]] and his [[LaughingMad crazed mind]]
*** Right before he shows up, he [[BodyHorror steals the wings from Rainbow and Fluttershy, and their horns from Rarity and Twilight.]] Imagine suddenly and painlessly discovering one of your limbs was just gone, like it had never even been there
** And of course, the majority of the episode's second half is taken up by Discord slowly, one at a time, [[MindRape mind-raping]] the Mane 6 to be the opposite of themselves. Each has a claim as being the most disturbing for a number of reasons:
*** Applejack is hit first, with something she has no defense against: the truth. Their quest to stop Discord will result in the Mane 6 parting violently. Applejack doesn't want the truth to happen, so she begins lying. The horrible part is that this all sounds perfectly reasonable. A white lie can sometimes be easier than a painful truth. Who might be lying to '''''you''''' right now?
*** Pinky Pie is next, and her balloon garden provides a particularly horrifying example of UncannyValley, with her friends' faces plastered onto balloons. Plus Discord decapitating himself to put his own face on a balloon. While Pinky begs him to stop. It's also yet another example of bullying, as a crowd this time, very reminiscient of real life.
*** Rarity's takes a different approach: it shows us that Discord can create long-lasting illusions in ponies' minds that have nothing to with their personality change. What if he had convinced Rarity that one of her friends was a dangerous beast that needed to be killed?
*** Fluttershy's is the most immediately disturbing, since it is the most [[RapeIsASpecialKindOfEvil rape-like event.]] Discord tries to convince her to turn willingly... but when she doesn't, he forces her to change. Seeing a pony who is normally gentler than a summer breeze go out of her way to emotionally hurt her friends is unsettling. Perhaps the worst part is that it shows Discord doesn't have to play his games with the Mane 6. He's just doing it because [[ForTheEvulz he thinks it's funny.]]
*** Rainbow's gives us more insight into Discord himself- he has no morals. No qualms about cheating or bending the rules ''he'' established. And so he combines body horror, an illusion of Rainbow's home, and good old manipulation to turn the most loyal pony in Equestria into a traitor.
** Thinking about all of this from Twilight's perspective: she and her friends are seperated, and when she finds them, her friends are suddenly not acting like themselves. Their most powerful weapon of good is missing, and Equestria's most powerful and dangerous foe is behind it. She now feels quite alone. And finally, one of her friends abandons her, meaning they've lost the challenge and essentially, [[TheBadGuysWin Discord has won.]]
* The worst part of it all is Discord's FauxAffablyEvil personality. It's just so disturbing. He loves what he's doing to them. He loves performing MindRape on the mane cast and he didn't even need to do the mundane version; as he showed with Fluttershy, he could've skipped straight to the instant supernatural kind. He did it because he [[ForTheEvulz wanted to]]. No wonder Celestia and Luna [[SealedEvilInACan imprisoned him in]] [[TakenForGranite stone for eternity!]]

** Worse, it's not something Discord directly effects. It implies his power can spread like an infection.
* Discord's sadistic glee (complete with SlasherSmile) when he telekinetically grabs the Mane Five by their necklaces and apparently tries to ''strangle'' them is mildly unsettling.

*** The most effective thing is that no one would have expected it. ''[[Recap/MyLittlePonyFriendshipIsMagicS1E25PartyOfOne Party of One]]'' gave us a breakdown for Pinky Pie. Now Twilight. [[TemptingFate Are we going to see the others of the Mane 6 undergo this, too?]]
*** Speaking of that episode, Twilight's SlasherSmile surpasses Pinky's. Hell, it makes that one look ''tame''.
*** Actually, most of this episode is horrifying because it takes place right after Discord appears. It gives us vibes of HeWhoFightsMonsters and makes us think that the villain had a more lasting effect...
*** Remember that this pony is always under a considerable amount of stress, and she is the wielder of the most powerful Element of Harmony. We've already seen the type of damage she can do when trying to be helpful. Insanity, by definition, blurs the line between "helping" and "hurting". As a final point, [[MaskOfSanity how long before this happens again?]]
** The longer it goes on, the more PowerIncontinence she displays. [[TeleFrag Telefragging]] everywhere, random bits of magic coming out of her horn...

*** There's an extended version somewhere out there. Sweet dreams!
* Special mention must go to the plot towards the end, where Twilight tries to ''create a problem''.

*** She teleports into their beach ball. And since no two objects can occupy the same space, it explodes outward.
*** '''[[DoesThisRemindYouOfAnything "Hi, Guuuuurls!"]]''' *ear twitches* Bonus points if you've seen Film/FullMetalJacket.
** Then she casts the spell on Smarty Pants. It causes [[EyeScream the eyes of those effected to slowly roll back into their heads.]] And as shown with Rainbow, this effect is the real source of the obsession.
*** That spell affects almost all of Ponyville. With one spell, Twilight almost destroys a whole town. Without even trying.

** Said spiders are seen crawling onto a pony dressed as a bumblebee.

[[folder:The Cutie Pox]]
* Apple Bloom appears to have been on the verge of dying of exhaustion.
[[/folder]]

** It does not help matters that Opal in that scene reminds some of [[Anime/PuellaMagiMadokaMagica Charlotte]].

* The Windigos. Ghostly horses that feed off of negative feelings and distrust. The blizzard they caused further fueled the emotions that fed them. Close to the end of the episode, their cold became so intense that it [[AndIMustScream froze the leaders of the three tribes alive, right where they stood]]. And apparently, they're still around, meaning that if you ever let your negative feelings get the better of you, they'll be waiting.

* [[TookALevelInJerkass Assertive]] [[ShrinkingViolet Fluttershy]] in certain scenes especially [[https://www.youtube.com/watch?v=CiWFy-ei0Hs this]] one.

* Fluttershy letting her house go to ruins after she decides to not have any more contact with the outside world.

* The ending of the first half. [[TwistEnding Specifically,]] [[DiabolusExMachina the]] [[WhamLine last]] [[SurpriseCreepy 20-odd]] [[DownerEnding seconds.]] Seriously, the only thing that kept fans from freaking out completely is the fact that the second half of the plot started almost immediately.

* To some, Celestia's final line can be pretty unsettling. This isn't simply disappointment like back in ''Lesson Zero''. Its clear that Celestia is enraged by Twilight's apparent screw up.
** On another note, Shining Armor's verbal smackdown of Twilight can also be pretty scary, especially to those to have been scolded by a parent or older sibling when they were younger.

* Celestia finding herself trapped in a chrysalis.

** Also, when Imposter!Cadence says that nopony will ever find Twilight, she didn't just mean that they wouldn't be able to find her; she probably also meant that no pony would ever ''think'' to look for her, especially since Twilight had just been shunned by her friends and family! *shivers*

* Many of Chrysalis's expressions while disguised as Cadance, notably her crazed looks during "This Day Aria".
** For those with trypophobia (the fear of clustered holes and/or holes in bodies), her limbs and horns can be downright horrifying, on top of her already-unnerving appearance, she just looks downright ''wrong''.
* Queen Chrysalis [[OneWingedAngel revealing her true form]]. Especially the spot directly afterwards where her shadow falls over the real Cadance. The shadow seems specifically intended to make her look as terrifying as possible!

[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/img_0088.PNG]]
[[caption-width-right:350: [[VideoGame/{{TeamFortress2}} I never really was on your side...]]]]

* New!Fluttershy screaming ''"'''NOPONY!!!'''"'' at the end of her town rant. It's frightening to watch Fluttershy be so ''angry.''

** On another note, when Imposter!Cadence says that no pony will ever find Twilight, she didn't just mean that they wouldn't be able to find her; she probably also meant that no pony would ever ''think'' to look for her, especially since Twilight had just been shunned by her friends and family! *shivers*

*** Later, he gives Rainbow her own version of Pandora's box. Inside it, he claims, are her wings. We never see in the box, but one can imagine a pair of disembodied wings just sitting there inside a sparkly, neatly wrapped gift box. No blood, no damage. Just sitting there as though fake, waiting...

* Once again, the MoodWhiplash of the theme song following the episode recap is a bit disturbing.

** [[spoiler: We find out in the season 4 premiere.]]
** If you look closely at the mutated rabbits as they stampede past during the final confrontation with Discord, ''they don't appear to have eyes.''

** And worst of all, we see the progression. Last episode, she was exasperated with her friends. In this one, she goes from exasperation, to annoyance, to frustration, to anger, to disappointment, to ''absolute despair''. Twilight is the best of them and the strongest- and now she's given up...
* When Discord is defeated using the Elements of Harmony, he writhes in pain and horror while slowly being [[TakenForGranite transformed to stone.]] Then the statue falls over, and the camera shows a close up of his terrified expression.

* Spike's claw cramp looks [[{{Squick}} just... wrong.]] And the pulsing sound effects don't help.

* Fluttershy briefly appears to have snapped as well. [[NeckSnap Snapped a bear's neck...]]

[[folder:Luna Eclipsed]]
* Nightmare Night is not simply the pony version of Halloween (or All Hallows' Eve, if you prefer); it is a night dedicated to appeasing a demonic alicorn who once walked the surface of Equestria, who's legend terrifies ponies of all ages. Nightmare Moon is NightmareFuel incarnate; she is the night, the story that ponies tell their foals to keep them from misbehaving. She will [[IAmAHumanitarian devour you, your children, everyone you know and love;]] and she will do it ''gladly''.
** This legend is not based on the reality of Nightmare Moon; rather, a distorted version that Celestia told to keep the truth of her sister's fall from Equestria. To say again: Celestia willingly created a tale that terrifies her subjects just to protect her sister. ''This pony controls the sun and the whole country''. Remember that.
* Zecora has a green dust which can create illusions putting Trixie's stage magic to shame. She uses that dust to produce the most electrifying and terrifying three-dimensional images of Nightmare Moon; mouth open, wings spread, hooves outstretched. Her teeth ready to sink into a poor pony's neck...
* When Luna appears, her black chariot of the night is pulled from a thunderstorm- with lightning flashing in the background- by two thestral stallions in full armor. She is hooded, and all we see of her are glowing eyes and a SlasherSmile. It may not look exactly like Nightmare Moon, but it certainly does not resemble the youthful we princess we saw in the pilot...
** 1000 years ago, intimidation was the royal way. Fear was the way of life for Luna ''and'' Celestia both. And if Luna is this bad without trying...
* Several misunderstandings later, Luna becomes desperate, and accidentally brings the toy spiders to life. They become menacing, hairy little buggers; crawling, creeping, scratching and scratching all over ponies. At one point they knock a pony down and overwhelm her completely. Just watch those beady little eyes and keep repeating, '''[[MadnessMantra "I'm not afraid of spiders. I'm not afraid of spiders..."]]'''
* Luna finally snaps soon after, and summons a gigantic, ominous storm while her eyes become [[GlowingEyesOfDoom glowing pools of white.]] Ticking off a {{Physical God}}dess is a ''very'' bad idea
-->'''Luna''': '''"[[VoiceOfTheLegion BE STILL!!]]"'''

[[folder:Sisterhooves Social]]
* Sweetie Belle manages to burn ''juice''. Which literally should not be possible. And she liquefies toast. LethalChef taken UpToEleven. And apparently her mother is just as bad or worse.
* Sweetie Belle has done her absolute best to help Rarity and be a good sister; unfortunately, her innocent nature means she can't understand what she's done wrong. It only makes Rarity angrier and angrier with every mistake. Finally, Rarity explodes and tells Sweetie Belle she no longer wishes to be sisters at all! Sweetie agrees and leaves; the realism of their argument and anger is incredible.
** After a while, Rarity finds Sweetie Belle's picture, [[MyGodWhatHaveIDone takes back the horrible things she said]] and [[AdultFear looks all over town]] so she can apologize. When she finds Sweetie Belle, she doesn't accept her apology and wishes to be Applejack's sister instead. Rejection is hard no matter what, but being disowned by a ''family'' member is worse yet.

[[folder:The Cutie Pox]]
* Apple Bloom appears to have been on the verge of dying of exhaustion.
* A ponified [[Film/TheBigLebowski Jesús Quintana]] in the same building as two groups of foals!

[[folder:May The Best Pet Win!]]
* While the MixAndMatchCritters of the pets in Rainbow Dash's dream aren't that scary and are actually kind of cute, having Opal coming out of its mouth is truly frightening.
** It does not help matters that Opal in that scene reminds some of [[Anime/PuellaMagiMadokaMagica Charlotte]].
* The Quarry Eels. They aren't particularly monstrous, but damn they're fast, and not one of Dash's prospects manages to avoid being chomped. This doesn't stick (the bat pulverizes one from the inside out), but they lair in otherwise normal holes in the wall, and they give no hint to their presence.

[[folder:The Mysterious Mare Do Well]]
* It can be unnerving to see how dangerous Ponyville is in this episode. Among the hazards are hilly roads that can cause a baby carriage to veer out of control, a hydroelectric dam that one point was ready to burst, a balcony that can't withstand the weight of a few elderly ponies and a construction site with NoOSHACompliance. One can only wonder how the town functions without Rainbow Dash on guard]
* After saving a baby from a runaway carriage, Rainbow Dash [[AdultFear tosses the child to her mother]]. She is understandably not pleased by such carelessness.

[[folder:Sweet and Elite]]
* This episode features a split-second closeup of a [[http://en.wikipedia.org/wiki/The_Persistence_of_Memory Salvador Dali-esque painting]] of ponies being horrifically stretched and melted. And Rarity approves of it!

[[folder:The Secret of My Excess]]
* [[http://s3.amazonaws.com/kym-assets/photos/images/original/000/215/397/96473%20-%20nictitating_membrane%20spike.PNG?1323549702 Spike's display of his nictitating membrane]] after Twilight leaves him be can be creepy to those unfamiliar with reptilian biological mechanisms. We've come to accept these characters as humans rather than animals like they really are. This scene is similar to watching someone you know as being as human as you are slowly turn into something not human.
* While grown up dragons in the show have a generally cool appearance, Spike's grown up form looks more menacing than the ones in "Dragonshy" and "Owl's Well that Ends Well".
* Spike kidnapping Rarity. Since he has reached his maximum size, Rarity only has enough time to scream as he reaches inside to grab her. His incoming claws approach the viewer from her perspective and they black out the camera.
* Spike's eyes turning into realistic lizard eyes for a second can be weird to some.
[[/folder]]

[[folder:Hearth's Warming Eve]]
* The Windigos. Ghostly horses that feed off of negative feelings and distrust. The blizzard they caused further fueled the emotions that fed them. Close to the end of the episode, their cold became so intense that it [[AndIMustScream froze the leaders of the three tribes alive, right where they stood]]. And apparently, they're still around, meaning that if you ever let your negative feelings get the better of you, they'll be waiting.
** The scariest part is when we first see them, there's nothing explained about them. Until the end, we have no idea what they are or what they're up to.
*** The moment they first appear, the camera zooms out past the cloud layer and we see these huge horse-like creatures with flashing eyes neighing loudly and clearly causing the giant, kingdom-destroying ice storm.
** It gets better with research: they're either named after an Algonquin legend of evil spirits that could enter people and turn them into cannibals, or after Ithaqua the Wind-Walker, also known as the Wendigo: an EldritchAbomination also known for causing horrible, deadly blizzards, and a character from the CthulhuMythos. Now that is a ShoutOut the original primary demographic is unlikely to get.
[[/folder]]

[[folder:Family Appreciation Day]]
* The Timberwolves, a very eerie design of wolves made of wood. Actively malevolent, and [[spoiler: practically immortal (regenerative abilities) to boot,]] it's another rare time on the show where TalkingTheMonsterToDeath won't work.
* The "signs" that Granny Smith is on the lookout for, when they haven't been explained, can be a little unsettling. The Timberwolves' howling, the ominous weather, the crows and ravens forming symbols in the sky make it feel like BlackMagic rather than an apple harvest.
** Even after they're explained, there's still something terrifying about a ominous storm coming out in the middle of an average, sunny day while crows squawk and winds that come from nowhere blow the leaves aside to show the apples changing color.
[[/folder]]

[[folder:Baby Cakes]]
* The scene where Pinkie Pie is searching frantically for the twins after putting them to bed looks like a scene out of a horror movie. She finds Pumpkin Cake (the filly) in a closet, chewing on a rubber chicken in increasingly-more-jarring slow motion. She goes out into the hallway to find Pound Cake (the colt). It's dark, the curtains are blowing, and there's weird music playing and she keeps hearing Pound Cake's laugh everywhere. It brings to mind some of the horror stories about babysitters alone in the dark.
** The blowing curtains also imply that there is an open window somewhere, and Pound Cake has just started flying. And the Everfree Forest is never far away
** Pinkie finding Pound walking along the ceiling, a scene was directly lifted from the [[spoiler: "dead baby crawling on the ceiling"]] scene in Literature/{{Trainspotting}}, it's naturally horrifying.
* There's also a massive amount of AdultFear in that scene. Taking care of a child and then losing them is one of the worst feelings ever.
[[/folder]]

[[folder:The Last Roundup]]
* Applejack learns the hard way to [[BerserkButton never break a Pinkie promise]], [[http://ponibooru.413chan.net/post/view/116100 as do]] [[http://ponibooru.413chan.net/post/view/116039 the viewers.]]
** "[[SayMyName APPLEJAAAAAACK!]] '''''[[VoiceOfTheLegion YOU PINKIE PROMISED!!!]]'''''"
[[/folder]]

[[folder:The Super Speedy Cider Squeezy 6000]]
* Big Macintosh falling on the treadmill and getting stuck on the belt. While an [[AmusingInjuries amusing injury]], it rolled him around like a rag doll because he was going so fast.
* Film and Flam showing NoOSHACompliance when they [[NauseaFuel make tainted cider with rocks and twigs, and serve it to ponies]].
[[/folder]]

[[folder:Read It And Weep]]
* The entire Daring Do story is quite shockingly violent for this show. The worst is definitely when she's tied to a slab in a room filling with sand and spiked walls closing in, while spiders and cobras crawl over her, or when she's attacked by alligators coming from the ''ceiling''.
* Ahuizotl's introduction. It's not immediately apparent how off his anatomy is until he starts talking, and when he does, it's in Pinkie Pie's voice, which is immensely jarring.
** which says nothing about his real life [[http://en.wikipedia.org/wiki/Ahuizotl_(creature) origin]].
[[/folder]]

[[folder:Hearts and Hooves Day]]
* Apple Bloom's ImagineSpot about Ponyville sliding into chaos without Cheerilee teaching and Big Macintosh helping at Sweet Apple Acres is amusing, but it also features a disturbing shot of a severely-emaciated Lily.
[[/folder]]

[[folder:A Friend in Deed]]
* Pinkie Pie's mission to [[ParanoiaFuel get to know all the citizens of Ponyville]]. ''Nopony'' is safe from her.
* It was somewhat unsettling to see Pinkie Pie squeeze one of her eyes through the keyhole of a lock.
* This episode's [[https://www.youtube.com/watch?v=bw7VLJT5mdA musical number]] is a very cheery song about nothing but smiles. It also inspired many remixes, one prime example being [[WebAnimation/{{Smile}} Smile HD]] by [[https://www.youtube.com/user/MisterDavie?feature=watch MisterDavie]].
* Pinkie Pie's stalking of Cranky and following him ''everywhere he goes'' is kinda creepy.
[[/folder]]

[[folder:Putting Your Hoof Down]]
* [[TookALevelInJerkass Assertive]] [[ShrinkingViolet Fluttershy]] in certain scenes especially [[http://www.youtube.com/watch?v=CiWFy-ei0Hs this]] one.
* New!Fluttershy screaming ''"'''NOPONY!!!'''"'' at the end of her town rant. It's frightening to watch Fluttershy be so ''angry.''
* Fluttershy letting her house go to ruins after she decides to not have any more contact with the outside world.
[[/folder]]

[[folder:It's About Time]]
* Because Nightmare Moon, Discord and the Windigos aren't bad enough, Cerberus apparently guards a gate [[SealedEvilInACan that holds]] all manner of evil creatures, and there's nothing stopping him from running off whenever he feels like it. Not only that, but according to Twilight the place is Tartarus - which was more or less Hell in Greek myth, as the lowest region of the underworld where the souls who received punishment were sent. Given that Cerberus guarded the underworld in Greek myth, and the MLP production team has snuck quite a few mythological references in, the fact that we're more or less introduced to {{Hell}} is unsettling in itself.
** They actually show what Tartarus looks like in the Season 4 finale. [[spoiler: Averted for the most part, as it looks like a generic underground prison.]]
[[/folder]]

[[folder:Dragon Quest]]
* The fact that teenage dragons [[spoiler: steal phoenix eggs, and smash them. Imagine being the [[AdultFear parents of those dead eggs.]]]]
** What's worse, when they find out the eggs hatch, their leader gleefully states they'll [[WouldHurtAChild take the babies]].
* After Spike [[spoiler:refuses to hand over the phoenix egg]], the teen dragons turn on him. Just imagine what they'd have done to Spike if the girls hadn't shown up.
[[/folder]]

[[folder:Hurricane Fluttershy]]
* Fluttershy's fear of being ridiculed at one point is symbolized by her looking [[http://youtu.be/bSdWjqmH-as absolutely terrified in a tunnel of eyes with a red backdrop]], while echoing voices taunt her. And just to make sure all the little kids don't sleep, they throw in an EvilLaugh.
** If you've been bullied in real life, that moment could bring up some very unpleasant memories.
*** Watching Fluttershy try to play the original Rayman game would've been interesting, given how many things have eyes.
* [[IndicativeName Bulk Biceps]]'s muscle-y, vein-y appearance can be a bit unsettling.
* Rainbow Dash hits a tree so hard her [[EyeScream eyes]] pop straight through it. Which isn't too bad for a cartoon character until she has to struggle to tug them back out.
[[/folder]]

[[folder:Ponyville Confidential]]
* Diamond Tiara's SlasherSmile when demanding a juicy newspaper story is a bit [[http://i.imgur.com/DdP2T.jpg unsettling]] especially when she looks directly at the audience.
* Big Macintosh's [[BewareTheQuietOnes furious]] [[TheReasonYouSuckSpeech rant]] toward the CMC is enough to send chills down one's spine, especially when he bellows "GO AWAY!"
** And the fact that, despite his size and strength, Big Macintosh is usually one of the most gentle ponies in the show just makes the moment all the more startling.
[[/folder]]

[[folder:[=MMMystery=] on the Friendship Express]]
* Pinkie's silent film-era ImagineSpot where she pictures Gustave Le Grand undergoing a DastardlyWhiplash and tying her to railroad tracks.
[[/folder]]

[[folder:A Canterlot Wedding Part 1]]
* Queen Chrysalis and her Changeling minions. Not only do they look scary (Chrysalis and the other Changelings even have gaping holes [[BodyHorror in their legs]]), they can [[ParanoiaFuel turn into the ones you love most]].
* The ending of the first half. [[TwistEnding Specifically,]] [[DiabolusExMachina the]] [[WhamLine last]] [[SurpriseCreepy 20-odd]] [[DownerEnding seconds.]] Seriously, the only thing that kept fans from freaking out completely is the fact that the second half of the plot started almost immediately.
--> [[spoiler:'''Twilight:''' I'm sorry.]]\\
[[spoiler:'''Chrysalis!Cadance:''' [[WhamLine You will be.]]]]
* To some, [[spoiler:Celestia's final line can be pretty unsettling. This isn't simply disappointment like back in ''Lesson Zero''. Its clear that Celestia is enraged by Twilight's apparent screw up.]]
[[/folder]]

[[folder:A Canterlot Wedding Part 2]]
* When Chrysalis [[spoiler:unravels her Cadance disguise]], there's a short bit where, for a second, she has an EyelessFace, and then her eyes suddenly open with stretched out sclera. This is then followed by an EvilLaugh with an [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_Evil_Laugh.png extreme close-up of her face]].
** The shot directly after that, when her shadow falls over [[spoiler:Cadance]], looks absolutely terrifying!
* [[spoiler: Celestia finding herself trapped in a chrysalis.]]
* The moment where Twilight was trapped in the abandoned mines of Canterlot, and [[spoiler:Chrysalis!Candance]] showing herself on the crystal walls, taunting her and telling that [[AndIMustScream nopony would ever find her.]] Also her face when she reveals herself to Twilight!
** And, as Twilight and Cadance make their escape, they run into [[spoiler:Chrysalis' mind-controlled bridesmaids.]] As they close in, the screen [[SmashToBlack goes to black,]] [[ByTheLightsOfTheirEyes their glowing eyes the only thing visible.]]
* Many of Chrysalis's expressions while [[spoiler:disguised as Cadance]], notably her crazed looks during "This Day Aria".
** For those with trypophobia (the fear of clustered holes and/or holes in bodies), her limbs and horns can be downright horrifying, on top of her already-unnerving appearance, she just looks downright ''wrong''.
** For those with entomophobia, the fact that the changelings look like hybrids of ponies and houseflies.
* ''"You're not going anywhere..."''
* Queen Chrysalis [[OneWingedAngel revealing her true form]]. Especially the spot directly afterwards where her shadow falls over the [[spoiler:real Cadance]]. The shadow seems specifically intended to make her look as terrifying as possible!
* The first glimpse of her true form. As she sheds the last of her Cadance disguise, what we are initially left with is a silhouette of a vaguely pony-shaped creature, her wings and mane being the only things not shadowed out. Suddenly, [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_introductory_shot_S2E26.png her eyes are instantly wide open]] [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_Evil_Laugh.png followed by a close-up of her face]].
** The changelings cornering Dr. Whooves, Carrot Top and a baby foal in an alleyway.
* To top all this off, Equestria is a land where ThePowerOfFriendship and ThePowerOfLove are very literal, very powerful things. Now other enemies exist who can take that power from our heroes and use it against them. YouCanPanicNow.
* Has anypony ever talked about Chrysalis's voice? I know it's an edit, but just that low, unnatural, almost insect-like moans that sums up her voice pretty much keeps you up at night if you give it much thought.
[[/folder]]

** Those with entomophobia and how the changelings looked like a hybrid of a pony and a housefly.
* You're not going anywhere...

* To top all this off, Equestria is a land where ThePowerOfFriendship and ThePowerOfLove are very literal, very powerful things. No other enemies exist who can take that power from our heroes and use it against them. YouCanPanicNow.

*** To elaborate further, Discord first appears in voice-only. A deep, ominous rumbling voice that declares, '''"Make sense? What fun is there in 'making sense'."''' He then puts on a display of his near omnipotence with the windows, and shows off his ancient knowledge by taunting the Mane 6. Of note, even ''[[TheStoic Celestia]]'' appears afraid of him, and is quick to cut off his talking. Because she knows how dangerous he is.

*** Of note, Twilight says that the spell "Works every time". [[FridgeHorror Implying she's used it before!]]

* It can be unnerving to see how dangerous Ponyville is in this episode. Among the hazards are hilly roads that can cause a baby carriage to veer out of control, a hydroelectric dam that one point was ready to burst, a balcony that can't withstand the weight of a few elderly ponies and a construction site with NoOSHACompliance. [[FridgeHorror One can only wonder how the town functions without Rainbow Dash on guard]].

[[folder:The Super Speedy Cider Squeezy 6000]]
* Film and Flam [[NauseaFuel making tainted cider and serving it to ponies]]. [[FridgeHorror Makes you wonder]] what kind of shrewd businessponies they really are.
[[/folder]]

* You're not going anywhere...

* To top all this off, Equestria is a land where ThePowerOfFriendship and ThePowerOfLove are very literal, very powerful things. Now other enemies exist who can take that power from our heroes and use it against them. YouCanPanicNow.

* [[NonIndicativeName Snowflake]]'s muscle-y, vein-y appearance can be a bit unsettling.

* The first glimpse of her true form. As she sheds the last of her Cadance disguise, what we are initially left with is a silhouette of a vaguely pony creature, her wings and mane being the only things not shadowed out. Suddenly, [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_introductory_shot_S2E26.png her eyes are instantly wide open]] [[http://mlp.wikia.com/wiki/File:Chrysalis%27s_Evil_Laugh.png followed by a close-up of her face]].

* To top all this off, Equestria is a land where ThePowerOfFriendship and ThePowerOfLove are very literal, very powerful things. No other enemy can take that power from our heroes and use it against them. YouCanPanicNow.

*** One of the windows that appears while Celestia is talking shows Discord dangling three ponies over a fiery pit of death. It even bears a startling resemblance to the "Devil" Tarot card. And while we look at the window, [[HellIsThatNoise the tortured screams of ponies can be heard]]

*** To elaborate further, Discord first appears in voice-only. A deep, ominous rumbling voice that declares, '''"Make sense? What fun is there in 'making sense'."''' He then puts on a display of his near omnipotence with the windows, and shows off his ancient knowledge by taunting the Mane 6. Of note, even ''[[TheStoic Celestia]]'' appears afraid of him, and is quick to cut off his talking. Because she knows how dangerous he is

** Nightmare Moon's appearance had relatively little buildup, only the storybook opening and some very subtle foreshadowing. Beyond the creepy laugh as his statue cracks, and the anarchy unleashed in Ponyville, Celestia gives a huge exposition dump before we see Discord. As in, right before. The buildup to this "Lord of Chaos" appearing is immense... ''and he lives up to it''

** [[MadnessMantra Clock is ticking, Twilight. Clock. Is. Ticking!]]

** "[[UnstoppableRage APPLEJAAAAAACK!]] '''''[[VoiceOfTheLegion YOU PINKIE PROMISED!!!]]'''''"

*** Said anarchy in Ponyville included animals with long, spidery legs that just look... wrong
* Discord does not get any better after his introduction

'''[[folder:The Cutie Pox]]'''

* [[TookALevelInJerkAss Assertive]] [[ShrinkingViolet Fluttershy]] in certain scenes especially [[http://www.youtube.com/watch?v=CiWFy-ei0Hs this]] one.

* Big Macintosh's [[BewareTheQuietOnes furious]] [[OOCIsSeriousBusiness rant]] toward the CMC is enough to send chills down one's spine, especially when he bellows "GO AWAY!"

** Her [[http://i.imgur.com/WxwFS.jpg crazy faces]] reach the level of [[WesternAnimation/TheRenAndStimpyShow Ren Hoek]]. At one point, she wears a bird nest on her head.