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*Garble says that if he becomes Dragon Lord, the dragons will take Equestria's treasures and burn the rest, due his irrational hatred for ponies. This would likely took many pony lifes if they attack ponyville, but would cause a war with Canterlot.
*Garble almost discovers Twilight and Rarity [[TheNoseKnows by their scents]]. Only Ember can distract him to no find them.
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* The changeling mook disguised as Princess Twilight almost discovers an invisible Starlight and Trixie by tracking their scents. They only escaped because he didn't see them and continued his search on another part of the castle, but it was so close...

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* The [[ScarilyCompetentTracker changeling mook mook]] disguised as Princess Twilight almost discovers an invisible Starlight and Trixie by tracking their scents. They only escaped because he didn't see them and continued his search on another part of the castle, but it was so close...
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* The changeling mook disguised as Princess Twilight almost discovers an invisible Starlight and Trixie by tracking their scents. They only escaped because he didn't see them and continued his search on another part of the castle, but it was so close...
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[[folder: Applejack's "Day Off"]]
* While hilarious, Rarity's [[BodyHorror pruny]] [[https://www.derpibooru.org/images/1168379 appearance]] after spending too much time in the sauna is also creepy.
[[/folder]]
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* As Heartwarming as his concern over her is, Discord's reaction to finding out the Changelings have Fluttershy is absolutely terrifying.[[note]] Think about it, he’s the God of Chaos and up to a point all his reality wrapping was merely childish pranking to him. The nightmare comes from just how screwed you would become from getting him mad and he stops screwing around.[[/note]]

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* As Heartwarming as his concern over her is, Discord's reaction [[https://youtu.be/57Bl43SGti0 reaction]] to finding out the Changelings have Fluttershy is absolutely terrifying.[[note]] Think about it, he’s the God of Chaos and up to a point all his reality wrapping was merely childish pranking to him. The nightmare comes from just how screwed you would become from getting him mad and he stops screwing around.[[/note]]
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* As Heartwarming as his concern over her is, Discord's reaction to finding out the Changelings have Fluttershy is absolutely terrifying.

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* As Heartwarming as his concern over her is, Discord's reaction to finding out the Changelings have Fluttershy is absolutely terrifying.[[note]] Think about it, he’s the God of Chaos and up to a point all his reality wrapping was merely childish pranking to him. The nightmare comes from just how screwed you would become from getting him mad and he stops screwing around.[[/note]]
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** We also see up close just how horrifying it is to be trapped in a cocoon, which doubles as a TearJerker. Not only are the victims completely helpless, unable to move beyond a jerk of the hoof, but it's implied that, despite the serene feeling they're in, [[MindRape the victims suffer psychological torture as they're trapped]], [[AndIMustScream begging to get out]].

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** We also see up close just how horrifying it is to be trapped in a cocoon, which doubles as a TearJerker. Not only are the victims completely helpless, unable to move beyond a jerk twitch of the hoof, or moving their eyelids, as Celestia and Luna did when they felt their cocoons shift as Chrysalis parted them and then pressed her hooves into the soft membrane for support, but it's implied that, despite the serene feeling they're in, [[MindRape the victims suffer psychological torture as they're trapped]], [[AndIMustScream begging to get out]].
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* As Heartwarming as his concern over her is, Discord's reaction to finding out the Changelings have Fluttershy is absolutely terrifying.
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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/img_0094.PNG]]
[[caption-width-right:350: [[Film/Piranha3D "Trixie, what are you seeing down there?"]]]]

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[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/img_0094.PNG]]
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[[caption-width-right:350: [[Film/Piranha3D "Trixie, what are you seeing down there?"]]]]
Poor little victims, trapped in cocoons]]
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** The fate that would beheld the Crystal Empire if the weather fully took over is pretty dang scary in itself. Not only is everything frozen solid, but Twilight said it herself, everyone else would freeze to death with it! And the only thing stopping the weather (or in the case of Sombra, villains) from getting in is the Crystal Heart, which thankfully isn't easy to destroy. Still, [[KillItwithIce Death by slowly becoming a pony (or dragon) popsicle is not a good way to go.]]
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*** Don't forget; Flurry Heart was one of the ones captured and considering how much love babies get and give (and how much of a handful she would've been otherwise) means they totally put her, a BABY, in one of those cocoons.

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* In Starlight's NightmareSequence, she arrives to Our Town only to receive cold welcome from its citizens, who rip their invitation in her face and proceed to mock her. As they laugh at Starlight, their faces gradually contort into the very same, [[TheUnsmile creepy]], [[StepfordSmiler hollow smiles]] that she used to force onto them...



** Before that, Starlight has a nightmare when the villagers rip their invitation in her face and laugh at her... all while taking the very same, [[TheUnSmile creepy]], [[StepfordSmiler hollow smiles]] that she used to force onto them.
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** We also see up close just how horrifying it is to be trapped in a cocoon, which doubles as a TearJerker. Not only are the victims completely helpless, unable to move beyond a jerk of the hoof, but it's implied that, despite the serene feeling they're in, [[MindRape the victims suffer psychological torture as they're trapped]], [[AndIMustScream begging to get out]].
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* While it's a ShoutOut to ''{{Film/Predator}}'', Applejack mentions in passing that Big Macintosh had to cover himself with mud to hide from a "creature." Exactly what was so big it could scare ''Big Mac?''
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* The scenes where Hoofdini and Trixie perform the Manticore Moonshot Mouthdive. Even though both of them end up just fine after all is said and done, the trick itself is absolutely terrifying to watch; the performer shoots himself or herself from a cannon into a manticore's wide open mouth, and the manticore ''[[SwallowedWhole swallows them whole]]''.

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** The white noise itself is also the attention signal for the US Emergency Alert System. Hearing the entire soundtrack (including the BGM) fade out to that is unnerving.
* The GrimUpNorth of the Crystal Empire has weather so powerful that not even a pair of alicorns working together can delay a blizzard for more than a couple hours. That is scary enough by itself but for Equestrian ponies it is doubtlessly much worse since they are used to having the weather under their control.

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** The white noise itself is also the attention signal for the US Emergency Alert System. Hearing the entire soundtrack (including the BGM) fade out to that is unnerving.
* The GrimUpNorth of the Crystal Empire has weather so powerful that not even a pair of alicorns working together can delay a blizzard for more than a couple hours. That is scary enough by itself but for Equestrian ponies it is doubtlessly much worse since they are used to having the weather under their control.



* Apple Bloom setting up a RoomFullOfCrazy after she tries a lot of things on her own, but can't enjoy them. When Sweetie Belle and Scootaloo find her, Apple Bloom is sitting on her own, in the dark, staring at her failures. It's actually fairly creepy to hear the normal jovial filly talking in a CreepyMonotone with her FaceFramedInShadow.

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* Apple Bloom setting up a RoomFullOfCrazy after she tries a lot of things on her own, but can't enjoy them. When Sweetie Belle and Scootaloo find her, Apple Bloom is sitting on her own, in the dark, staring at her failures. It's actually fairly creepy to hear the normal normally jovial filly talking in a CreepyMonotone with her FaceFramedInShadow.



** The Manticore Moonshot Mouthdive trick involves being shot from a cannon into a manticore's open mouth and [[SwallowedWhole being swallowed by said manticore]], and a trick like this requires a performance with absolutely no room for faults. In other words, making a single mistake would lead the performer to dying horribly in front of the audience, and Trixie would've [[FamilyUnfriendlyDeath ended up perishing]] (possibly) had Starlight not decided to come back and assist her.



** Then comes the scene at the barn. By this point it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Of course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, revealing that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begin growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]

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** Then comes the scene at the barn. By this point it seems like everyone in town has been affected save for Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Of course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, revealing that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begin growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]



* The ponies of Our Town repeatedly asking Starlight for advice and guidance is uncomfortably similar to a recovering alcoholic repeatedly being offered drinks. The poor thing looks terrified. She later says that she never wants to be in charge of ''anything'' ever again just like how one might fear a single drink knocking them off the wagon.

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* In-universe example: Starlight's return to Our Town, and her confrontation with her past. The ponies of Our Town repeatedly asking Starlight for advice and guidance is uncomfortably similar to a recovering alcoholic repeatedly being offered drinks. The poor thing looks terrified. She later says that she never wants to be in charge of ''anything'' ever again just like how one might fear a single drink knocking them off the wagon.



** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would have been subject to a public execution as an example to those who would dare to betray Chrysalis. Suffice to say, the scene would be much bloodier even if it had the same conclusion.
** Just the idea that Changelings can drain love from each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
* If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be ''[[AndIMustScream semi-conscious]]''.
* The fact that, Chrysalis [[VillainExitStageLeft flies away at the end]]. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight. Speaking of, her swearing vengeance on Starlight sounded quite vivid, and the fact that she said [[ImpliedDeathThreat "There is no revenge you can ever conceive of that will come close to what I will exact upon you"]] to a pony who once ''altered time so the villains were in power'' as part of a revenge plan means she has something truly horrible in mind.

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** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would have been subject to a public execution as an example to those who would dare to betray Chrysalis. Suffice to say, the scene would be much bloodier even if it had the same conclusion.
** Just the idea that Changelings can drain love from each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
* If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be ''[[AndIMustScream semi-conscious]]''.
* The fact that, Chrysalis [[VillainExitStageLeft flies away at the end]]. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight. Speaking of, her swearing vengeance on Starlight sounded quite vivid, and the fact that she said [[ImpliedDeathThreat "There is no revenge you can ever conceive of that will come close to what I will exact upon you"]] to a pony who once ''altered time so the villains were in power'' as part of a revenge plan means she has something truly horrible in mind.
love]].
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* The GrimUpNorthof the Crystal Empire has weather so powerful that not even a pair of alicorns working together can delay a blizzard for more than a couple hours. That is scary enough by itself but for Equestrian ponies it is doubtlessly much worse since they are used to having the weather under their control.

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* The GrimUpNorthof GrimUpNorth of the Crystal Empire has weather so powerful that not even a pair of alicorns working together can delay a blizzard for more than a couple hours. That is scary enough by itself but for Equestrian ponies it is doubtlessly much worse since they are used to having the weather under their control.
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** Before that, Starlight has a nightmare when the villagers rip their invitation in her face and laugh at her... all while taking the very same, [[TheUnSmile creepy]], [[StepfordSmiler hollow smiles]] that she used to force onto them.
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It wasn’t a sacrifice because Trixie would have been captured whether she ran or not.


* The DwindlingParty is treated with uncommon seriousness. Trixie's heroic sacrifice ends with a DogPileOfDoom and FadeToBlack that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of the few moments when Discord [[OOCIsSeriousBusiness looks truly vulnerable]].

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* The DwindlingParty is treated with uncommon seriousness. Trixie's heroic sacrifice Trixie running away from the Changelings ends with a DogPileOfDoom and FadeToBlack that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of the few moments when Discord [[OOCIsSeriousBusiness looks truly vulnerable]].
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*The ponies of Our Town repeatedly asking Starlight for advice and guidance is uncomfortably similar to a recovering alcoholic repeatedly being offered drinks. The poor thing looks terrified. She later says that she never wants to be in charge of ''anything'' ever again just like how one might fear a single drink knocking them off the wagon.
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** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would have been subject to a public execution or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.

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** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would have been subject to a public execution or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.Chrysalis. Suffice to say, the scene would be much bloodier even if it had the same conclusion.
Is there an issue? Send a MessageReason:
None


** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've been killed outright or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.

to:

** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've would have been killed outright subject to a public execution or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.
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** Even the general buildup to the first FaceRevealingTurn is genuinely unsettling. It begins when the first act ends on Pinkie decides to eat another cookie with no musical cue before cutting to commercial, setting up the feeling that unpleasant things. Don't add something is "off". Then there's knowing that Pinkie falls "sick" with a ravenous craving for joke cookies while Rainbow Dash spends the whole day selling the stuff to everyone in town. Finally, just a few moments after Rainbow Dash looks in everyone's houses to find them dark and empty, we can faintly see [[MeaningfulBackgroundEvent the silhouette of a pony shambling by the window behind Rainbow's back]].
** Then comes the scene at the barn. By this point here unless it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, reveling that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begins growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]

to:

** Even the general buildup to the first FaceRevealingTurn is genuinely unsettling. It begins when the first act ends on Pinkie decides deciding to eat another cookie with no musical cue before cutting to commercial, setting up the feeling that unpleasant things. Don't things are about to happen. It doesn't add up; something is "off". Then there's knowing that Pinkie falls "sick" with a ravenous craving for joke cookies while Rainbow Dash spends the whole day selling the stuff to everyone in town. Finally, just a few moments after Rainbow Dash looks in everyone's houses to find them dark and empty, we can faintly see [[MeaningfulBackgroundEvent the silhouette of a pony shambling by the window behind Rainbow's back]].
** Then comes the scene at the barn. By this point here unless it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Course, Of course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, reveling revealing that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begins begin growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]
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*The GrimUpNorthof the Crystal Empire has weather so powerful that not even a pair of alicorns working together can delay a blizzard for more than a couple hours. That is scary enough by itself but for Equestrian ponies it is doubtlessly much worse since they are used to having the weather under their control.
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[[folder:28 Pranks Later]]
* The "cookie zombie apocalypse".
** While it's obvious the ponies were playing Rainbow Dash like a fiddle, the way they act and look is rather disconcerting ([[ZombieGait slow and stilted body movement]], desaturated colors and their [[HorrorHunger disturbing cravings for Rainbow Dash's cookies]], to name a few things). Hell, even the Baby Cakes join in on it!
--> "Coookieees..."
** Even the general buildup to the first FaceRevealingTurn is genuinely unsettling. It begins when the first act ends on Pinkie decides to eat another cookie with no musical cue before cutting to commercial, setting up the feeling that unpleasant things. Don't add something is "off". Then there's knowing that Pinkie falls "sick" with a ravenous craving for joke cookies while Rainbow Dash spends the whole day selling the stuff to everyone in town. Finally, just a few moments after Rainbow Dash looks in everyone's houses to find them dark and empty, we can faintly see [[MeaningfulBackgroundEvent the silhouette of a pony shambling by the window behind Rainbow's back]].
** Then comes the scene at the barn. By this point here unless it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, reveling that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begins growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]
--->'''Pinkie''': ''[After Dash tells her she doesn't want the tainted cookies]'' But we dooo, we want ''(low growling, almost gurgling tone)'' '''COOOOOKIES!!!'''
[[/folder]]

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Removing blatantly non-scary stuff and spoiler tags.


%% Please remember to check the updated rules on what is and isn't Nightmare Fuel before editing this page.
%% Nightmare Fuel isn't for slightly unpleasant things. Don't add something here unless it left you feeling terrified even after the
%% episode ended.



* Flurry Heart nearly brought about the glacial desolation of the Crystal Empire which could've turned the Crystal Ponies into a race of stateless refugees whose homeland was rendered uninhabitable.
* Shining Armor randomly falling asleep. Sleep deprivation is ''serious''.
* Flurry Heart herself. It's not so much how powerful she is, it's that she has so much power while she's far too young to understand it. She has no idea how easily she could hurt somepony. She might not even understand yet that her actions ''can'' harm others. It's a good thing Sunburst knew a PowerLimiter spell.



[[folder: The Gift of the Maud Pie]]
* One of the potential gifts that Rarity shows Maud is the "Inspiration Manifestation" book. And it looks like it did when Spike found it, rather than the way it looked after Rarity transformed it.
** Rarity doesn't seem to recognize it. Keep in mind that when Rarity was freed from the book's spell, she remembered nothing she'd done while under it; it's not hard to assume that she might have had some "assistance" in forgetting.
** Putting aside the how and why, this is a book of powerful dark magic that can possess and control the user, and it is being sold on the open market.
[[/folder]]



* Big Mac almost stepping on Apple Bloom. While largely played for laughs, his facial expression really gets the AdultFear across.



* Garble's threats of waging war on Equestria if he became Dragon Lord.
* Torch wasn't joking about the Gauntlet's dangers. The traps he set up there would have been lethal to anything that wasn't a dragon and even then, the dragons are barely hanging on to their lives. Good thing Twilight and Rarity are capable of (possibly literal) OffscreenTeleportation, huh?
* Rarity coming very close to being burned alive if it weren't for Spike saving her.
* There's something very unsettling about watching the armored dragon/[[spoiler:Princess Ember]] sinking down into the sea, dragged under by the weight of their armor. The overhead shot of them slowly disappearing doesn't help at all.

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* Garble's threats of waging war on Equestria if he became Dragon Lord.
* Torch wasn't joking about the Gauntlet's dangers. The traps he set up there would have been lethal to anything that wasn't a dragon and even then, the dragons are barely hanging on to their lives. Good thing Twilight and Rarity are capable of (possibly literal) OffscreenTeleportation, huh?
* Rarity coming very close to being burned alive if it weren't for Spike saving her.
* There's something very unsettling about watching the armored dragon/[[spoiler:Princess Ember]] dragon (Princess Ember) sinking down into the sea, dragged under by the weight of their her armor. The overhead shot of them her slowly disappearing doesn't help at all.



* Starlight's spell on Big Mac [[AndIMustScream forcing him to talk]], given him running off and screaming to "Make it stop!"



*** And even though she escaped by the skin of her teeth, the condition of her cloak and hat indicates couldn't escape being ''chewed up.''
** Trixie's wording when first describing the trick implies that some performers may have actually died, or at least been seriously injured, trying to replicate the trick.
** However, this was denied to be a suicide attempt by the writer.
*** Though said writer also noted that while Trixie didn't ''intend'' to die, she certainly ''could'' have if something had gone wrong.



* When the screen begins to fade to black at the end of Snowfall's song, the corneas (whites) of her eyes are the last to vanish. Though scary maybe a strong word for this special effect, adjectives like devious, chilling, and unsettling could be used to describe the ambition on Snowfall's face just before the commercial cut.



* Snowfall nearly backing off a cliff, only stopping because a sudden gust of wind allowed her to notice it.
* Assuming the story is based on facts, just the fact that mass memory modification spells of such magnitude exist in Equestria is terrifying.
* Snowfall, like Starlight, genuinely believed that her way was the best way for Equestria, and thus nearly destroyed the realm trying to bring her vision into reality.
* The ghostly wails of the Windigos as they fly past Snowfall.
* Luna explains what Snowfall's actions will lead to and simply disappears, leaving her alone in a frozen landscape. The music builds as the Windigos surround Snowfall and she [[MyGodWhatHaveIDone realizes the pure scale of what she was about to do]], and pleads with the Spirit to give her another chance.
* Assuming this whole story is true and not just a fable on the importance of Hearth's Warming Eve, this means that the Windigos are still out there, waiting.



[[folder: The Saddle Row Review]]
* A few people might find it scary that there's a second Pinkie Pie out there, as it looks like the double is ''stalking'' the original counterpart and [[ItCanThink displays more intelligence and self-control compared to her past clones]].

to:

[[folder: The Saddle Row Review]]
Every Little Thing She Does]]
* A few people might find it scary Starlight Glimmer, in hopes of getting everything done fast and without a hassle, casts a spell that makes all of the Mane 6 (sans Twilight, who left earlier) obey her commands. Aside from the ponies being incapable of their own free will, there's a second Pinkie Pie also outward features such as [[MindControlEyes shrunken irises]], [[CreepyMonotone an emotionless tone of voice]] and an odd, robot-like behavior that comes off as unnatural and disconcerting (not to mention the way they felt after the spell was undone). One moment that stands out there, as it looks in particular is mind-controlled Fluttershy [[http://i.imgur.com/dhuJxrx.png covered in insects and snakes]] and acting like the double nothing is ''stalking'' the original counterpart and [[ItCanThink displays more intelligence and self-control compared to her past clones]].wrong.



[[folder: Applejack's "Day" Off]]
* [[BurnBabyBurn The results]] of Rarity being in the steam room too long.
* Carrot Cake in clear pain from Bulk Biceps giving him a back-pounding massage. Ouch!

to:

[[folder: Applejack's "Day" Off]]
To Where and Back Again]]
* [[BurnBabyBurn The results]] DwindlingParty is treated with uncommon seriousness. Trixie's heroic sacrifice ends with a DogPileOfDoom and FadeToBlack that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of Rarity the few moments when Discord [[OOCIsSeriousBusiness looks truly vulnerable]].
* In this episode, Queen Chrysalis and the Changelings prove to be much more frightening than [[Recap/MyLittlePonyFriendshipIsMagicS2E26ACanterlotWeddingPart2 when they invaded Canterlot]].
** The Changelings are very aggressive and [[ZergRush numerous]], not to mention smart as well. Although Discord and the others both saw through the enemy Changelings' disguises, they still managed to get half of the party captured that way (Discord because he was lured and Trixie because of the aforementioned HeroicSacrifice).
** Queen Chrysalis' entrance when Starlight (who is actually Thorax in disguise) enters the throne room. Not only does she move like a spider, emerging from behind the cocoons containing Princesses Celestia, Luna, and Cadance, she moves like [[AbnormalLimbRotationRange she has no bones at all]] (and that includes [[HeadTurnedBackwards her head]]), [[HellIsThatNoise complete with twisting sounds]].
** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic
being nullified]]) and mercilessly holds Thorax up in the steam room too long.
* Carrot Cake
air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've been killed outright or shut away into a prison cell, spending the rest of his life wasting away in clear pain emaciated misery, as an example to those who would dare to betray Chrysalis.
** Just the idea that Changelings can drain love
from Bulk Biceps giving him each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
* If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be ''[[AndIMustScream semi-conscious]]''.
* The fact that, Chrysalis [[VillainExitStageLeft flies away at the end]]. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight. Speaking of, her swearing vengeance on Starlight sounded quite vivid, and the fact that she said [[ImpliedDeathThreat "There is no revenge you can ever conceive of that will come close to what I will exact upon you"]] to
a back-pounding massage. Ouch!pony who once ''altered time so the villains were in power'' as part of a revenge plan means she has something truly horrible in mind.



[[folder: Flutter Brutter]]
* Zephyr Breeze. At first glance, he is a reclusive shut-in but he's really a lazy self-centered ManChild who manipulates other ponies into doing his own work. For some fans in the PeripheryDemographic, his characterization hit too [[ThisLoserIsYou close to home]].
** His breakdown counts too. It's not easy to watch a full grown stallion his age throw a tantrum.
** Worse yet, his camp of squalor represents where none of us want to be: rock bottom. Ultimately, even Zephyr decides he'd rather do "literally ''anything''" Fluttershy tells him than remain where he is.
* After a bit too much of Zephyr's crap, Fluttershy says his name with such an acidity that one would have to wonder just how terrifying it would be to have Fluttershy, with her Stare and her friendship with a mad, reality warping embodiment of chaos, genuinely angry. [[https://www.youtube.com/watch?v=n_dIF7tROwM The moment in question is at 9:54]]
[[/folder]]

[[folder: Spice Up Your Life]]
* Zesty, the food critic of Canterlot, has such a shriveled face that it could be compared to that of [[Literature/HarryPotter Lord Voldemort]]. Likewise, her attire, hair, and demeanor (particularly her ControlFreak mindset) could be compared to that of [[Franchise/AceAttorney Manfred von Karma]].
** Zesty could be the food-version of pre-reformation Starlight Glimmer. Starlight took away other ponies' cutie marks and forced them to become "equal" under her control. Zesty forced the other restaurants to change themselves into having the same decor, waiters, and food, threatening to take away her three-hoofs ratings if they deviated from her opinions.
[[/folder]]

[[folder: Stranger Than Fan Fiction]]
* Quibble Pants nearly gets himself killed because he thinks everything is a LARP.
[[/folder]]

[[folder: The Cart Before the Ponies]]
* Part scary, part spectacular as the animators pulled off an illusionary feat during Rarity's recollection. Her eyes take the reflections of a red second place ribbon she recalled receiving as a filly for her entry in the Applewood Derby. What makes the sight alarming are the reflections frightening likeness to eyes with internal bleeding. All this occurs while Rarity presses her hooves to her cheeks, cries "Second," and shakes her head (briefly appearing 3D for a moment). The result is a perceptual second image for the viewer, one of a terror-stricken pony whose eyes are bleeding instead of histrionic pony bemoaning a personal failing! The latter image of Rarity and whatever horror its resemblance suggests lasts but a second before her eyes transition back to blue, reflections gone. The moment is riveting, remarkable, and slightly shock-rendering all in an instant.
* The cars crashing during the first race, not helped that they all managed to intersect on the track at the same time. Rainbow Dash and Scootaloo losing control of their car doesn't help matters.
[[/folder]]

[[folder:28 Pranks Later]]
* The "cookie zombie apocalypse".
** While it's obvious the ponies were playing Rainbow Dash like a fiddle, the way they act and look is rather disconcerting ([[ZombieGait slow and stilted body movement]], desaturated colors and their [[HorrorHunger disturbing cravings for Rainbow Dash's cookies]], to name a few things). Hell, even the Baby Cakes join in on it!
--> "Coookieees..."
** Even the general buildup to the first FaceRevealingTurn is genuinely unsettling. It begins when the first act ends on Pinkie decides to eat another cookie with no musical cue before cutting to commercial, setting up the feeling that something is "off". Then there's knowing that Pinkie falls "sick" with a ravenous craving for joke cookies while Rainbow Dash spends the whole day selling the stuff to everyone in town. Finally, just a few moments after Rainbow Dash looks in everyone's houses to find them dark and empty, we can faintly see [[MeaningfulBackgroundEvent the silhouette of a pony shambling by the window behind Rainbow's back]].
** Then comes the scene at the barn. By this point it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, reveling that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begins growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]
--->'''Pinkie''': ''[After Dash tells her she doesn't want the tainted cookies]'' But we dooo, we want ''(low growling, almost gurgling tone)'' '''COOOOOKIES!!!'''
[[/folder]]

[[folder: The Times They Are a Changeling]]
* We finally get a look at the Changeling hive. It does not look like [[https://derpibooru.org/1229495 a pleasant place to live.]]
* Chrysalis manages to make holding a baby [[https://derpibooru.org/1229522 look menacing.]]
* Thorax was born into the world very optimistic and friendly. And the first thing he sees is his brethren likewise hatching, but hissing and growling. Then he looked up to see Chrysalis' SlasherSmile staring right at him before coming to the horrifying realization that she is his mother. No wonder he defected so fast.
* What could've made the situation even more tense and scary is if the Crystal Guards had been armed (with spears at least) and threatened Thorax by drawing their weapons at him.
[[/folder]]

[[folder: Dungeons and Discord]]
* Discord gets mad once again and lashes out at Spike and Big Mac several times, culminating in bringing them to a world where the game is real to the point they can seriously die or get injured.
* Earlier in the episode, Discord happily reminisces over turning The Mane Six on each other in "Return of Harmony", calling those the good old days and implying even after he became their friend, he has no remorse about what he did in his debut. However, this is thankfully mitigated by subsequent episodes, including this one (at the end), showing him indeed capable of remorse; still a creepy way to reminisce, though.
[[/folder]]

[[folder: Viva Las Pegasus]]
* Gladmane snarling at Flim when he tell him "Impossibly Rich" could buy off any pony. It's the first time we see Gladmane actually snap at anybody, despite how other ponies call him "[[VillainWithGoodPublicity kind, gentle, friendly, and compassionate]]". Well, [[SarcasmMode he doesn't look it now]].
** Also, his threatening Flam when he suspects "Impossibly Rich" might buy him off. If it were any scarier, Gladmane would be a mob boss.
* Gladmane's con scheme at tearing apart friendships. It's so effective, it even destroys friendships shared by the likes of Flim and Flam, two con ponies themselves. Makes you wonder how many more friendships would've suffered if Applejack hadn't swallowed her pride and helped mend the Flim Flam brothers' friendship.
[[/folder]]

[[folder: Every Little Thing She Does]]
* Starlight Glimmer, in hopes of getting everything done fast and without a hassle, casts a spell that makes all of the Mane 6 (sans Twilight, who left earlier) obey her commands. Aside from the ponies being incapable of their own free will, there's also outward features such as [[MindControlEyes shrunken irises]], [[CreepyMonotone an emotionless tone of voice]] and an odd, robot-like behavior that comes off as unnatural and disconcerting (not to mention the way they felt after the spell was undone). One moment that stands out in particular is mind-controlled Fluttershy [[http://i.imgur.com/dhuJxrx.png covered in insects and snakes]] and acting like nothing is wrong.
** The fact that Starlight inadvertently created a spell that could brainwash groups of ponies with little effort can make one glad she's one of the good guys now. If she had discovered that spell before her HeelFaceTurn, she could've easily converted the Mane 6 into mindless followers of her equality philosophy.
[[/folder]]

[[folder: Where The Apple Lies]]
* Granny Smith, unknowingly, almost sawed her own grandson's limb. Everypony's reactions, specially Applejack and Big Mac himself, make it even worse.
* Filthy Rich threatening to finish the contract with Sweet Apple Acres scared Applejack well enough for her to start the cycle of lies that almost got her brother's leg amputated.
* A relatively minor one; losing part of their production because of a plague/disease is a very real concern for any farmer.
[[/folder]]

[[folder: To Where and Back Again]]
* All stylized, fast-paced action from the previous two-part episodes is gone, making this one more brutal.
* The DwindlingParty is treated with uncommon seriousness. Trixie's heroic sacrifice ends with a DogPileOfDoom and FadeToBlack that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of the few moments when Discord [[OOCIsSeriousBusiness looks truly vulnerable]].
* Luna frantically trying to warn Starlight.
* In this episode, Queen Chrysalis and the Changelings prove to be much more frightening than [[Recap/MyLittlePonyFriendshipIsMagicS2E26ACanterlotWeddingPart2 when they invaded Canterlot]].
** The Changelings are very aggressive and [[ZergRush numerous]], not to mention smart as well. Although Discord and the others both saw through the enemy Changelings' disguises, they still managed to get half of the party captured that way (Discord because he was lured and Trixie because of the aforementioned HeroicSacrifice).
** Queen Chrysalis' entrance when Starlight ([[spoiler:who is actually Thorax in disguise]]) enters the throne room. Not only does she move like a spider, emerging from behind the cocoons containing Princesses Celestia, Luna, and Cadance, she moves like [[AbnormalLimbRotationRange she has no bones at all]] (and that includes [[HeadTurnedBackwards her head]]), [[HellIsThatNoise complete with twisting sounds]].
** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've been killed outright or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.
** Just the idea that Changelings can drain love from each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
** There's even the thought of what the Royal Family and Elements of Harmony were possibly dreaming of because of how, despite the perilous situation, many of them looked to be peacefully asleep in their cocoons when they've been the hostages of a deranged, power-hungry psychopath seeking {{Revenge}} on them for possibly a couple of days before rescue finally came. Compare that to the few minutes Celestia was stuck in a cocoon during the Royal Wedding.
** If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be ''[[AndIMustScream semi-conscious]]''.
** Then there's the thought of what Chrysalis would do to them once she had conquered Equestria comes to mind: Be merciful and let them go, keep them in the cocoons for eternity, or worst-case scenario, [[YouHaveOutlivedYourUsefulness kill them]]... or [[AFateWorseThanDeath transmutate them]] into changelings, which is one of the more popular fan theories of what happens to changeling victims if they remain in a cocoon for too long.
** The [[BlatantLies best part]] about this? [[NothingIsScarier We never get to find out how they captured them all]]. Not a single hint of it. Some people, however, [[NightmareRetardant list it off as a]] [[PlotHole huge plot hole]] instead.
* Chrysalis, as the Queen of the Changelings, needed to notice a slip-up in Thorax's disguise to realize she was talking to another changeling. [[spoiler: If she were to infiltrate the reformed changeling society, she could possibly have more love to drain than in the Crystal Empire, and no one would notice as they freely give out love and can generate more.]]
* This is probably the only time we've seen Discord truly pissed. It's both awesome and kinda scary at the same time as he wastes no time teleporting the group to the Changeling Hive. Had Chrysalis not had that throne, who knows what he would have done to them?
** When Starlight is briefing Discord on the situation, she lists off everyone who's been captured. Discord seems rather nonchalant about it all – until Starlight mentions the Mane Six. He immediately [[OOCIsSeriousBusiness snaps to attention]], leans over, and growls "They took Fluttershy? '''''[[RedEyesTakeWarning Where?]]'''''"
* The fact that, [[spoiler: Chrysalis [[VillainExitStageLeft flies away at the end]]. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight.]] Speaking of, [[spoiler: her swearing vengeance on Starlight sounded quite vivid, and the fact that she said [[ImpliedDeathThreat "There is no revenge you can ever conceive of that will come close to what I will exact upon you"]] to a pony who once ''altered time so the villains were in power'' as part of a revenge plan means she has something truly horrible in mind. If this wasn't a kid-friendly show, it would be conceivable that she would exact her revenge, and if the show ends before she returns, it can be assumed that she eventually does ([[FridgeHorror possibly explaining Starlight's apparent absence from the movie until further details come up]]). It is likely all of Equestria will be up in arms and on their guard for Chrysalis (much like in "The Times They Are A Changeling") until she is either destroyed or reformed (since imprisoning her will be nearly impossible due to her shapeshifting powers), which may happen in Season 7, but the younger kids might not get that and have nightmares about her getting her revenge until such a time as her final defeat comes.]]
** This is made worse by the fact that [[spoiler: the changelings are insects and thus Chrysalis is an insect queen. She could possibly be back to a full army, albeit a bit smaller, before too long.]]
*** In addition to that, [[spoiler:there are still all the unreformed changelings who replaced the Mane Six and all the others throughout Equestria. Quite the ParanoiaFuel if you think about it.]]
[[/folder]]

to:

[[folder: Flutter Brutter]]
* Zephyr Breeze. At first glance, he is a reclusive shut-in but he's really a lazy self-centered ManChild who manipulates other ponies into doing his own work. For some fans in
%% Please remember to check the PeripheryDemographic, his characterization hit too [[ThisLoserIsYou close to home]].
** His breakdown counts too. It's not easy to watch a full grown stallion his age throw a tantrum.
** Worse yet, his camp of squalor represents where none of us want to be: rock bottom. Ultimately, even Zephyr decides he'd rather do "literally ''anything''" Fluttershy tells him than remain where he is.
* After a bit too much of Zephyr's crap, Fluttershy says his name with such an acidity that one would have to wonder just how terrifying it would be to have Fluttershy, with her Stare
updated rules on what is and her friendship with a mad, reality warping embodiment of chaos, genuinely angry. [[https://www.youtube.com/watch?v=n_dIF7tROwM The moment in question is at 9:54]]
[[/folder]]

[[folder: Spice Up Your Life]]
* Zesty, the food critic of Canterlot, has such a shriveled face that it could be compared to that of [[Literature/HarryPotter Lord Voldemort]]. Likewise, her attire, hair, and demeanor (particularly her ControlFreak mindset) could be compared to that of [[Franchise/AceAttorney Manfred von Karma]].
** Zesty could be the food-version of pre-reformation Starlight Glimmer. Starlight took away other ponies' cutie marks and forced them to become "equal" under her control. Zesty forced the other restaurants to change themselves into having the same decor, waiters, and food, threatening to take away her three-hoofs ratings if they deviated from her opinions.
[[/folder]]

[[folder: Stranger Than Fan Fiction]]
* Quibble Pants nearly gets himself killed because he thinks everything is a LARP.
[[/folder]]

[[folder: The Cart Before the Ponies]]
* Part scary, part spectacular as the animators pulled off an illusionary feat during Rarity's recollection. Her eyes take the reflections of a red second place ribbon she recalled receiving as a filly for her entry in the Applewood Derby. What makes the sight alarming are the reflections frightening likeness to eyes with internal bleeding. All this occurs while Rarity presses her hooves to her cheeks, cries "Second," and shakes her head (briefly appearing 3D for a moment). The result is a perceptual second image for the viewer, one of a terror-stricken pony whose eyes are bleeding instead of histrionic pony bemoaning a personal failing! The latter image of Rarity and whatever horror its resemblance suggests lasts but a second
isn't Nightmare Fuel before her eyes transition back to blue, reflections gone. The moment is riveting, remarkable, and editing this page.
%% Nightmare Fuel isn't for
slightly shock-rendering all in an instant.
* The cars crashing during the first race, not helped that they all managed to intersect on the track at the same time. Rainbow Dash and Scootaloo losing control of their car doesn't help matters.
[[/folder]]

[[folder:28 Pranks Later]]
* The "cookie zombie apocalypse".
** While it's obvious the ponies were playing Rainbow Dash like a fiddle, the way they act and look is rather disconcerting ([[ZombieGait slow and stilted body movement]], desaturated colors and their [[HorrorHunger disturbing cravings for Rainbow Dash's cookies]], to name a few things). Hell, even the Baby Cakes join in on it!
--> "Coookieees..."
** Even the general buildup to the first FaceRevealingTurn is genuinely unsettling. It begins when the first act ends on Pinkie decides to eat another cookie with no musical cue before cutting to commercial, setting up the feeling that
unpleasant things. Don't add something is "off". Then there's knowing that Pinkie falls "sick" with a ravenous craving for joke cookies while Rainbow Dash spends the whole day selling the stuff to everyone in town. Finally, just a few moments after Rainbow Dash looks in everyone's houses to find them dark and empty, we can faintly see [[MeaningfulBackgroundEvent the silhouette of a pony shambling by the window behind Rainbow's back]].
** Then comes the scene at the barn. By this point
here unless it seems like everyone in town has been affected save Dash, Rarity, Applejack and the [=CMC=]. Eventually the zombie ponies find them and they have to barricade the doors and windows. Dash eventually admits she was the cause of the "outbreak" to the five and figures they can just hide out until the effects wear off. Course, like any good horror movie, that doesn't last long. Rarity suddenly comes out of the shadows, reveling that they ate the cookies before Dash reached them and seemingly turns right before Dash's eyes. Applejack follows suit and perhaps even more creepily, Dash drops the lantern where it rolls in front of the [=CMC=] who begins growling for cookies with their blank eyes, joining the chorus of the other moaning zombie ponies. Then Applejack kicks the wagon blocking the door and the other zombie ponies break in, cornering Dash. As Dash pleads to them that the cookies are making them sick, Pinkie counters with this line which would be silly if not for her very un-Pinkie like tone, a very subtle reminder that Pinkie can [[BewareTheSillyOnes be scary if she wants to be.]]
--->'''Pinkie''': ''[After Dash tells her she doesn't want the tainted cookies]'' But we dooo, we want ''(low growling, almost gurgling tone)'' '''COOOOOKIES!!!'''
[[/folder]]

[[folder: The Times They Are a Changeling]]
* We finally get a look at the Changeling hive. It does not look like [[https://derpibooru.org/1229495 a pleasant place to live.]]
* Chrysalis manages to make holding a baby [[https://derpibooru.org/1229522 look menacing.]]
* Thorax was born into the world very optimistic and friendly. And the first thing he sees is his brethren likewise hatching, but hissing and growling. Then he looked up to see Chrysalis' SlasherSmile staring right at him before coming to the horrifying realization that she is his mother. No wonder he defected so fast.
* What could've made the situation even more tense and scary is if the Crystal Guards had been armed (with spears at least) and threatened Thorax by drawing their weapons at him.
[[/folder]]

[[folder: Dungeons and Discord]]
* Discord gets mad once again and lashes out at Spike and Big Mac several times, culminating in bringing them to a world where the game is real to the point they can seriously die or get injured.
* Earlier in the episode, Discord happily reminisces over turning The Mane Six on each other in "Return of Harmony", calling those the good old days and implying
left you feeling terrified even after he became their friend, he has no remorse about what he did in his debut. However, this is thankfully mitigated by subsequent episodes, including this one (at the end), showing him indeed capable of remorse; still a creepy way to reminisce, though.
[[/folder]]

[[folder: Viva Las Pegasus]]
* Gladmane snarling at Flim when he tell him "Impossibly Rich" could buy off any pony. It's the first time we see Gladmane actually snap at anybody, despite how other ponies call him "[[VillainWithGoodPublicity kind, gentle, friendly, and compassionate]]". Well, [[SarcasmMode he doesn't look it now]].
** Also, his threatening Flam when he suspects "Impossibly Rich" might buy him off. If it were any scarier, Gladmane would be a mob boss.
* Gladmane's con scheme at tearing apart friendships. It's so effective, it even destroys friendships shared by the likes of Flim and Flam, two con ponies themselves. Makes you wonder how many more friendships would've suffered if Applejack hadn't swallowed her pride and helped mend the Flim Flam brothers' friendship.
[[/folder]]

[[folder: Every Little Thing She Does]]
* Starlight Glimmer, in hopes of getting everything done fast and without a hassle, casts a spell that makes all of the Mane 6 (sans Twilight, who left earlier) obey her commands. Aside from the ponies being incapable of their own free will, there's also outward features such as [[MindControlEyes shrunken irises]], [[CreepyMonotone an emotionless tone of voice]] and an odd, robot-like behavior that comes off as unnatural and disconcerting (not to mention the way they felt after the spell was undone). One moment that stands out in particular is mind-controlled Fluttershy [[http://i.imgur.com/dhuJxrx.png covered in insects and snakes]] and acting like nothing is wrong.
** The fact that Starlight inadvertently created a spell that could brainwash groups of ponies with little effort can make one glad she's one of the good guys now. If she had discovered that spell before her HeelFaceTurn, she could've easily converted the Mane 6 into mindless followers of her equality philosophy.
[[/folder]]

[[folder: Where The Apple Lies]]
* Granny Smith, unknowingly, almost sawed her own grandson's limb. Everypony's reactions, specially Applejack and Big Mac himself, make it even worse.
* Filthy Rich threatening to finish the contract with Sweet Apple Acres scared Applejack well enough for her to start the cycle of lies that almost got her brother's leg amputated.
* A relatively minor one; losing part of their production because of a plague/disease is a very real concern for any farmer.
[[/folder]]

[[folder: To Where and Back Again]]
* All stylized, fast-paced action from the previous two-part episodes is gone, making this one more brutal.
* The DwindlingParty is treated with uncommon seriousness. Trixie's heroic sacrifice ends with a DogPileOfDoom and FadeToBlack that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of the few moments when Discord [[OOCIsSeriousBusiness looks truly vulnerable]].
* Luna frantically trying to warn Starlight.
* In this episode, Queen Chrysalis and the Changelings prove to be much more frightening than [[Recap/MyLittlePonyFriendshipIsMagicS2E26ACanterlotWeddingPart2 when they invaded Canterlot]].
** The Changelings are very aggressive and [[ZergRush numerous]], not to mention smart as well. Although Discord and the others both saw through the enemy Changelings' disguises, they still managed to get half of the party captured that way (Discord because he was lured and Trixie because of the aforementioned HeroicSacrifice).
** Queen Chrysalis' entrance when Starlight ([[spoiler:who is actually Thorax in disguise]]) enters the throne room. Not only does she move like a spider, emerging from behind the cocoons containing Princesses Celestia, Luna, and Cadance, she moves like [[AbnormalLimbRotationRange she has no bones at all]] (and that includes [[HeadTurnedBackwards her head]]), [[HellIsThatNoise complete with twisting sounds]].
** Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of [[PowerNullifier non-Changeling magic being nullified]]) and mercilessly holds Thorax up in the air as she [[EmotionEater drains him of his love]]. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've been killed outright or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.
** Just the idea that Changelings can drain love from each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
** There's even the thought of what the Royal Family and Elements of Harmony were possibly dreaming of because of how, despite the perilous situation, many of them looked to be peacefully asleep in their cocoons when they've been the hostages of a deranged, power-hungry psychopath seeking {{Revenge}} on them for possibly a couple of days before rescue finally came. Compare that to the few minutes Celestia was stuck in a cocoon during the Royal Wedding.
** If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be ''[[AndIMustScream semi-conscious]]''.
** Then there's the thought of what Chrysalis would do to them once she had conquered Equestria comes to mind: Be merciful and let them go, keep them in the cocoons for eternity, or worst-case scenario, [[YouHaveOutlivedYourUsefulness kill them]]... or [[AFateWorseThanDeath transmutate them]] into changelings, which is one of the more popular fan theories of what happens to changeling victims if they remain in a cocoon for too long.
** The [[BlatantLies best part]] about this? [[NothingIsScarier We never get to find out how they captured them all]]. Not a single hint of it. Some people, however, [[NightmareRetardant list it off as a]] [[PlotHole huge plot hole]] instead.
* Chrysalis, as the Queen of the Changelings, needed to notice a slip-up in Thorax's disguise to realize she was talking to another changeling. [[spoiler: If she were to infiltrate the reformed changeling society, she could possibly have more love to drain than in the Crystal Empire, and no one would notice as they freely give out love and can generate more.]]
* This is probably the only time we've seen Discord truly pissed. It's both awesome and kinda scary at the same time as he wastes no time teleporting the group to the Changeling Hive. Had Chrysalis not had that throne, who knows what he would have done to them?
** When Starlight is briefing Discord on the situation, she lists off everyone who's been captured. Discord seems rather nonchalant about it all – until Starlight mentions the Mane Six. He immediately [[OOCIsSeriousBusiness snaps to attention]], leans over, and growls "They took Fluttershy? '''''[[RedEyesTakeWarning Where?]]'''''"
* The fact that, [[spoiler: Chrysalis [[VillainExitStageLeft flies away at the end]]. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight.]] Speaking of, [[spoiler: her swearing vengeance on Starlight sounded quite vivid, and the fact that she said [[ImpliedDeathThreat "There is no revenge you can ever conceive of that will come close to what I will exact upon you"]] to a pony who once ''altered time so the villains were in power'' as part of a revenge plan means she has something truly horrible in mind. If this wasn't a kid-friendly show, it would be conceivable that she would exact her revenge, and if the show ends before she returns, it can be assumed that she eventually does ([[FridgeHorror possibly explaining Starlight's apparent absence from the movie until further details come up]]). It is likely all of Equestria will be up in arms and on their guard for Chrysalis (much like in "The Times They Are A Changeling") until she is either destroyed or reformed (since imprisoning her will be nearly impossible due to her shapeshifting powers), which may happen in Season 7, but the younger kids might not get that and have nightmares about her getting her revenge until such a time as her final defeat comes.]]
** This is made worse by the fact that [[spoiler: the changelings are insects and thus Chrysalis is an insect queen. She could possibly be back to a full army, albeit a bit smaller, before too long.]]
*** In addition to that, [[spoiler:there are still all the unreformed changelings who replaced the Mane Six and all the others throughout Equestria. Quite the ParanoiaFuel if you think about it.]]
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[[folder: The Saddle Row Review]]
* A few people might find it scary that there's a second Pinkie Pie out there, as it looks like the double is ''stalking'' the original counterpart and [[ItCanThink displays more intelligence and self-control compared to her past clones]].
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Fridge Horror does not belong on Nightmare Fuel


* Following hot on the heels of [[Film/TheShining Danny Torrance's]] [[http://tinypic.com/view.php?pic=b5fztg&s=8#.WZDy9FGGNPY brief appearance]] in "Make New Friends But Keep Discord", we have the [[CreepyChild Grady Twins]] [[https://derpicdn.net/img/view/2016/10/8/1268190__safe_screencap_granny+smith_where+the+apple+lies_looking+at+you_pony_reference_the+grady+girls_the+shining.gif thrown into the fray]]. That theory of there being an [[EldritchLocation Overlook Hotel]] somewhere in Equestria [[FridgeHorror is looking more and more plausible by the second]].
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* Following hot on the heels of [[Film/TheShining Danny Torrance's]] [[http://tinypic.com/view.php?pic=b5fztg&s=8#.WZDy9FGGNPY brief appearance]] in "Make New Friends But Keep Discord", we have the [[CreepyChild Grady Twins]] [[https://derpicdn.net/img/view/2016/10/8/1268190__safe_screencap_granny+smith_where+the+apple+lies_looking+at+you_pony_reference_the+grady+girls_the+shining.gif thrown into the fray]]. That theory of there being an [[EldritchLocation Overlook Hotel]] somewhere in Equestria [[FridgeHorror is looking more and more plausible by the second]].
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** His breakdown counts too. It's not easy to watch a full grown stallion his age throw a tantrum.
** Worse yet, his camp of squalor represents where none of us want to be: rock bottom. Ultimately, even Zephyr decides he'd rather do "literally ''anything''" Fluttershy tells him than remain where he is.

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