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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/disney_for_kids.png]]
2 [[caption-width-right:350:Just your typical Disney show...]]
3
4With the season exploring more of Amphibia, there's more dark and disturbing scenes to be found outside the safety of the valley...
5
6----
7[[AC: Fort in the Road]]
8* There's something darkly chilling about the fact that the ancient Amphibian civilization had modern technology, but it was all abandoned, even being labeled 'Ruins of Despair'....
9** Hop Pop being about to suffer UnwillingRoboticisation. It's a good thing Sprig and Anne stop it, but the fact that such a thing existed... no wonder the current inhabitants label the abandoned factories the way they do.
10
11[[AC: The Ballad of Hopediah Plantar]]
12* The little Bittys rise up against the Hasselbacks and save Hop Pop... by going feral and growing teeth and ''eating their tormenters alive.'' There's a brief, non-gory shot of Ma Hasselback suffering the ChestBurster effect before the villains are [[KillItWithFire set on fire]] off-screen.
13
14[[AC: Anne Hunter]]
15* Imagine your adopted family being taken by a scorpoleo -- as the name suggests, a half-lion, half-scorpion beast which has heat vision and is going to kill and eat your loved ones. No wonder Anne suffers a stress-induced hallucination from it.
16
17[[AC: Quarreler's Pass]]
18* Lysil and Angwin are a pair of monstrous olms who try to eat Sprig and Polly. What makes them creepier than the usual giant predators in the show is that, being amphibians, they are fully sapient, and yet they have no qualms eating other sapient beings, sadistically talking to their prey before going for the kill.
19
20[[AC: Wax Museum]]
21* The Curator. At first it seems like he's just an Amphibia-themed pastiche of LovableRogue Grunkle Stan Pines of WesternAnimation/GravityFalls fame, but then it turns out he's a CorruptedCharacterCopy who encased a number of odd creatures in wax for his tourist trap and was planning to do the same to Anne. Said creatures are still alive, but can only move their eyes, [[AndIMustScream stuck in their wax prison]].
22** Plus, when the Curator finds Sprig and Hop Pop trying to rescue Anne, he cheerfully states he can add the two Plantars to his collection of his wax-encased oddities.
23--->'''Curator''': Just a couple of common frogs. Ooh, I can stick 'em in the same mold! Call 'em the Two-Headed Frog of Froglantis! HA HA, it's genius! ''(begins swinging a spiked-cane at Sprig and Hop Pop)''
24* It's honestly kind of horrifying seeing the Curator get dragged off into the darkness of one of the Curiosity Huts rooms, presumably to his death. Granted, he deserves it, but you gotta remember this is the frog version of [[WesternAnimation/GravityFalls Grunkle Stan]], so it's kind of like seeing the beloved character from Gravity Falls die.
25-->'''Curator''': ''(from inside the room after a red liquid is seen oozing out under the door)'' [[LeaningOnTheFourthWall Calm down, everyone, it's just wax!]]
26
27[[AC: Marcy at the Gates]]
28* The Barbari-Ants are a giant race of ants that look like they have glowing horns. They're so nasty a threat that Newtopia had to close themselves off from them. Marcy states that if they're not stopped, they will turn Newtopia into a giant ant nest.
29
30[[AC: The Sleepover to End All Sleepovers]]
31* Anne, Sprig, Polly, and Marcy discover an AncientTomb in the basement of King Andrias's castle. The coffins therein are chained shut as if to keep the contents trapped inside. The reason for this becomes evident very quickly, because they contain alien-like {{Eldritch Abomination}}s that are [[EnergyBeing made of energy]], intangible and entirely capable of dissolving bones in their bodies.
32* When Marcy [[TheKlutz unsurprisingly]] falls down the stairs and in front of the mirror, the pattern on the moth's wings briefly makes it look as if she has sharp fangs. It leads one to wonder if there's a bit of {{Foreshadowing}} going on.
33
34[[AC: A Day at the Aquarium]]
35* Most of the episode is a tragic and heartwarming ContinuityCavalcade, but it ends on an ominous note. Marcy watches Anne leave and King Andrias approaches her from behind; only, his [[TheGoodKing jovial]], [[WhatsUpKingDude welcoming]] and [[BigGood kind]] disposition is noticeably absent. He then says:
36-->'''King Andrias:''' Always sad to see someone go, isn't it? I have a proposition for you, Marcy, and I think you'll find it very interesting.
37
38[[AC: The Shut-In!]]
39* According to creator Matt Braly, the episode being non-canon allowed the crew to do some pretty messed up stuff to the cast, much like The Simpsons' Treehouse of Horror specials, and it shows.
40** Anne's story centers on a cute cat video that imprisons all who watch it (including human versions of Polly, Maddie, and Toadie, and one unlucky soul who was trapped in the video thirty-five years ago) and when Anna (based on Anne) learns the truth, the creature ''HOPS OUT OF THE VIDEO AND TURNS INTO A MONSTER!''
41** Hop Pop's story centers on his days as a wagon driver, where he accidentally delivers a mysterious fellow named Mr. Littlepot, who is basically the amphibian Grim Reaper in reality, to the addresses of each person that Littlepot kills. Eventually, Mr. Littlepot goes after Hop Pop, and when it seems like he's gonna kill him..... [[BaitAndSwitch Hop Pop's luxurious hair is sliced off instead and stolen by Littlepot.]]
42** Sprig tells the story of how he and Ivy discovered the Seamstress, a mysterious SerialKiller who skins frogs alive and uses their skin to make one of themselves. [[WouldHurtAChild It gets dangerously close to doing the same to Ivy too]], until she and Sprig basically [[KillItWithFire burn it alive.]]
43** When Polly gets sick of not having a story that isn't based on a previous episode, she goes out to look at the Blue Moon in the hopes that it'll inspire her. The Blue Moon is stated to turn whoever gazes at it into a monster, but apparently nothing happens. At least... until Polly is transformed into a werebeast herself!
44** The end credits are mostly the same as season 1, but with Anne and Sprig as [[StrippedToTheBone derelict skeletons]].
45
46[[AC: Night Drivers]]
47* The frog with the slasher smile and a hook hand that continuously stalks Sprig and Polly. Later, it turns out to be a case of DarkIsNotEvil when it's revealed to be the ghost of a hiker who helps lost travelers.
48* Anne dreams of being in a land of bug-free yogurt (complete with a cheerful talking yogurt container). However, it turns out all the yogurt tastes like licorice. While it seems funny in concept, the execution is actually pretty horrific, as it shows the yogurt container's eyes [[EyeScream falling out]] and black goop coming out from their mouth.
49
50[[AC: After the Rain]]
51* Hop Pop reveals that Sprig and Polly's parents were eaten by giant herons that attacked Wartwood. The event itself is only implied by the silhouette of a heron whose beak appears to be caked in blood.
52
53[[AC: The First Temple]]
54* The thirteen-eyed EldritchAbomination creature residing underneath the castle that King Andrias refers to as "My Lord". Andrias being the villain came to no surprise to most, but the sudden reveal of an even greater evil is the last thing you would've expected. The ending also reveals that Andrias is working on a revenge scheme, though to what end is unknown.
55* According to General Yunan, the status quo is getting out of control; the frog uprising appears to be spreading beyond the valley, and the Toad Lords (whoever they are), are planning a meeting, probably a strategic one in response to the issue. Add Grime and Sasha's plan of a direct assault on Newtopia and whatever Andrias is up to, and we might be looking at a three-way Amphibian civil war.
56
57[[AC: Toad to Redemption]]
58* ''Toad Tower is being rebuilt.'' It appears that Newtopia is the one funding it and in charge of selecting its leaders. And the ambassador deemed Mayor Toadstool unsuitable for the job, giving it to the toad bandits. What does their leader say to this? That with him in charge, he'll make Grime look like a softie.
59
60[[AC: Maddie & Marcy]]
61* The growth potion Maddie's sisters take turns out to be unstable, as it makes them keep growing well beyond normal limits. Maddie says that if she and Marcy don't stop it, they'll explode.
62
63[[AC: Barrel's Warhammer]]
64* Captain Aldo, leader of the North Tower, is... disturbing. He appears to be a rotting corpse that seems to have no eyes, or, rather, just black voids where his eyes should be. When he first appears, Bufo and Beatrix, the other tower captains besides him and Grime (or possibly Bog at this point, though he is absent), aren't sure if he's asleep or actually dead. This is understandable, since there are vines growing over his limbs and moss on his clothes. Later, he suddenly moves and slowly rips the vines that were entangling his arms off of him. When he does speak, it is in a deep, demonic-sounding voice. A small insect appears next to his head, giving the appearance that he might be being mind-controlled and kept alive by some kind of parasite.
65
66[[AC:True Colors]]
67* TheReveal that Marcy planned to trap Anne, Sasha, and herself in Amphibia so that they could have adventures together forever. All the time Anne and Sasha spent away from their parents, all the horrible violent deaths that could have befallen them, were all thanks to their {{Adorkable}} loving friend.
68** Giving her MotiveRant, Marcy creepily describes the "fun" they had and how she gave them everything as her eyes fill with tears and she forces a fake smile. After all this time, she was just as manipulative and possessive as Sasha. It turns into a TearJerker as she drops to her knees and sobs when Anne turns away.
69*** Very special mention definitely has to go to the absolutely ''[[SugarWiki/SheReallyCanAct jarring]]'' [[SugarWiki/SheReallyCanAct way]] Creator/HaleyTju [[SugarWiki/SheReallyCanAct delivers this]] ''[[SugarWiki/SheReallyCanAct chilling]]'' [[SugarWiki/SheReallyCanAct bombshell of a line]]:
70--->'''Marcy:''' But, look at how much fun we’ve had! Look at how much you’ve both grown! Look at Sprig! (Sprig backs away) I gave you this! ''I gave you EVERYTHING!!''
71* Launching a coup against Andrias, Sasha threatens to drop the music box from a balcony, stranding her, Anne, and Marcy in Amphibia forever, so she can "rule a kingdom" instead of just "a school". Even if she was bluffing, she betrayed her friends, as they were seemingly seconds away from leaving, and she risked destroying their one chance to find home.
72* Sprig gets grabbed by Andrias and used as a hostage to force Polly to put back the Calamity Box once she successfully grabs it, Andrias making it clear he could either crush him to paste with ease or drop him out the window of the OminousFloatingCastle if they don't immediately comply. Despite surrendering, when Anne mentions that Sprig is her 'best friend', this [[BerserkButton triggers Andrias' rage]], and he decides to drop him anyway [[EvilIsPetty just to make Anne feel what it's like to lose a good friend]]. This all goes down ''right in front of Hop Pop and Polly'', who can only futilely reach for Sprig when he vanishes from sight, whilst Anne is so overcome with grief and despair that she [[HeroicBSOD shuts down]], tears leaking from her eyes without a single sound to vocalise her sorrow. And this was all done on Andrias' whim, a spur of the moment decision that he carelessly made just for the sake of [[{{Sadist}} hurting others like he was hurt before]].
73** Sprig has visible ''tears'' in his eyes as he's falling to his doom. It's a stark reminder that he's still just a young kid, not even a teenager by frog standards, and Andrias just dropped him to his death without blinking, simply to spite his friends and family with his loss, and Sprig is utterly helpless to do anything about it as he plummets towards the ground.
74* Anne's SuperMode qualifies as awesome -- and also ''terrifying'', given that with only a portion of the blue gemstone's power and running on pure instinctual fumes, she decimates Andrias' forces with collateral backblast from her attacks and sends the giant of a salamander flying with each individual attack. The Calamity Box's power can already cross between dimensions; turning individuals into a PhysicalGod is presumably just the tip of the iceberg, and what's more, Andrias gets to keep Marcy in his grubby mitts, and she may have reconnected herself and Sasha to their gemstones, meaning he might be able to ''[[ChildSoldiers weaponize this extreme power]]''. And what if Anne had managed to kill Andrias, but Marcy wasn't able to save Sprig? Given all the poor girl just went through, and the implication that losing his friends was Andrias' StartOfDarkness, this could so easily have turned into Anne's ProtagonistJourneyToVillain.
75* Andrias' castle is powerful enough to blow up Toad Tower with ''[[FantasticNuke one shot]]''!
76* Upon seeing Anne still has her Calamity Powers and is the only one left to defeat him, Andrias delivers quite the threat:
77-->'''King Andrias:''' I have to admit, even I'm surprised. Somehow you still got the gift, kid. Which means... '''''[[NeverSayDie I can't let you live.]]'''''
78* Marcy is '''''run through''''' with King Andrias' fire sword (bloodlessly, but still on-screen) and apparently dies. It's only mitigated a little by how we see her being kept on life-support by Andrias in the theme song for season 3 that follows. No wonder Disney put a content warning on this episode.
79-->'''King Andrias:''' Now look what you've made me do...
80* Andrias, once his true colors are revealed: rather than being the jovial, if childish, [[TheGoodKing good king]], Andrias is instead an embittered, power-hungry monster who wants to use his robot army to conquer ''all'' worlds. Worse, Andrias expresses nothing but a cold callousness when attempting to kill Anne and her friends, best exemplified by smashing Frobo and then nearly crushing Polly, a young child frog, underneath his fist. The mural depicting him standing over the bones of his enemies with his master in the background shows the plans he has for other worlds, and it isn't pretty.
81** The fact that Grime and Sasha, even being at what is arguably their lowest moral point, are horrified by what he does and plans to do is pretty telling.
82** The MightyRoar Andrias makes when he fights Anne truly makes him look and sound less like an anthropomorphic character and more like a primal animal.
83** Andrias' SlasherSmile as he awaits Anne handing over the Calamity Box. The fact that he's so big he takes up the entire background doesn't help.

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