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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/beautiful_eyes_2292.jpg]]
2[[caption-width-right:350:''"You have beautiful eyes!"'']]
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4It's a show from a storyboard writer for ''WesternAnimation/TheMarvelousMisadventuresOfFlapjack'' and ''WesternAnimation/AdventureTime''. Needless to say, they needed to keep the freaky spirit alive.
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8* One for the whole series. We have two kids just wandering around aimlessly with no idea how to get home, being pursued by an EldritchAbomination who wants them simply because they're lost. The fact that Greg, a mere five year old, has a habit of just running off on his own doesn't help either.
9* Wirt's semi-disregard for his brother for half the series might be horrifying for anyone who has a sibling.
10* Greg's encounter with the "Beast" in the first episode. It's a miracle he got away from it unscathed.
11* The Beast Dog approaches Wirt slowly and he tries to shield himself with the fireplace fence. He then screams and looks absolutely terrified when it gets really near him.
12* Everything about the Beast. He's an allegory for lost souls, hopelessness, and suicide. His almost gentleman-like mannerisms combined with how he's constantly in the shadows makes for one truly intimidating figure. It's scary how manipulative he is and how easy it's for him to win you over. Yes, you can simply blow on the lantern to kill him, but is it that easy? By the time you've confronted him, you've most likely wandered the Unknown for days, completely lost. By then, you've lost hope and are willing to listen to what he has to say. He'll either convince you to become his lantern-bearer or turn you into an edelwood tree. There's a reason he's regarded as one of the scariest villains in animation.
13* The Pottsfield episode when it's revealed it's a whole town populated by those that have passed on, disguised in rather unsettling pumpkin costumes. Granted, they aren't malicious, but TheReveal and the subtly-off atmosphere that the town had had leading up to it are still very creepy...
14** Not to mention this little moment:
15--->'''Enoch:''' Oh, what a wonderful harvest. And what about you? You sure you wanna leave?\
16'''Wirt:''' Me? Yes!\
17 '''Enoch:''' Oh, well. ''[[WeAllDieSomeday You'll join us someday]].''
18* Beatrice's true reason for wanting to help the brothers: trying to give them to a witch for slavery to undo a curse. Thankfully her conscience kicks in and she helps save them.
19** Not to mention the way the curse is undone: Adelaide pulls out a pair of wicked-looking shears and says that they're for [[AnArmAndALeg cutting Beatrice and her family's wings off]]. It turns out to be true, but the implication is still pretty gruesome. And when you take into account the fact that Adelaide was in cahoots with [[BigBad The Beast]]... [[FridgeHorror what if she had been lying]]?!
20* The truth of Auntie Whispers and Lorna.
21** Auntie Whispers at first appears to be a [[ImAHumanitarian cannibalistic]] [[WickedWitch witch]] whose eyes and head are too big with the power of MindControl, although TheReveal of her using her powers to keep Lorna in check makes her a lot less scary. Still, her appearance is unsettling.
22** Lorna turns out to be possessed by an evil spirit that Auntie Whispers has been trying to keep contained. The spirit has a terrifying NightmareFace, even scarier than Auntie Whispers herself, and looks and acts like it came straight out of a horror film. It wants to kill and eat the brothers, as it has done to many travelers before--the musical intro to Episode One shows Lorna tidying an entire catacomb of human bones.
23** A possible AlternativeCharacterInterpretation for Auntie, given her reaction once the evil spirit is banished for good by Wirt. She could potentially have done this the whole time, but may have been too afraid that Lorna would leave her. If true, that would mean Auntie willingly let Lorna remain under DemonicPossession and many people get eaten out of fear of being forsaken by Lorna once she no longer needed her.
24** The conflicting actions of Lorna before and after the evil spirit is banished imply that the spirit was at work the entire time and not just when the reveal happened. Lorna probably never acted of her own volition until the very last minute of the short.
25* Crossing with TearJerker, TheReveal of Greg following the Beast to save Wirt made many viewers shout a BigNo as their hearts dropped right through their stomachs.
26-->'''Greg:''' Okay, you sleep. I'm sorry I got us lost, Wirt. Will you take care of Ronald for me? *beat* Okay, I've got to go now.\
27''[Greg turns and walks towards the Beast, who has been there this whole time.]''
28** The fact that it's Greg who's willing to sacrifice himself to save his brother from becoming an Edelwood tree. Or, even worse, [[FearlessFool he's too naïve to realize that he might die.]]
29** What makes this scene even more horrifying/tear-jerking? Wirt wakes up and wonders where Greg has gone. [[OhCrap Then he hears]] [[NothingIsScarier the Beast's singing.]]
30* How edelwood is made. The victim is rendered lost in the woods, driven to despair until they give in to exhaustion. Then ''roots'' start growing from their bodies until they [[{{Transflormation}} turn into a tree]] with a [[NightmareFace ghastly look of horror on its face]]. And what happens after the process is finished? The wood is cut down off so it can be ground into oil and fed into the Beast's lantern to keep him powered. The Woodsman naturally is horrified when he learns this, as the Beast has kept him unaware of what he was truly doing. And the fact that it nearly happened to [[CheerfulChild Greg]] is where he draws the line, knowing his daughter wouldn't want to be saved at the expense of others.
31-->'''The Beast:''' You've been grinding lost souls for me for ''years''.\
32'''The Woodsman:''' ''I didn't know!'' I didn't know ''this'' is where the edelwood comes from!\
33'''The Beast:''' And would it have ''mattered?''
34* [[http://imgur.com/X1CIq9k The Beast's true form]]. The fact that it's very blink-and-you'll-miss-it (5 or 6 video frames, shown only one at a time as light pans over it from left to right) really adds to the shock of it. Check at your own discretion, ''especially'' if you have trypophobia.
35* A very dark thought comes up upon the reveal of where Wirt and Greg come from and how they got into the Unknown. They fell unconscious into a river after diving out of the way of an incoming train and when they "return", they're still in the river, and are seen to need medical care after Wirt pulls them out. Now think back to the Pottsfield episode where some of the pumpkin people cite that Wirt "isn't ready yet", or the dream ep where Greg seemingly goes to Heaven. The series seems to imply this all could all have been a DyingDream and the brothers were largely stuck in an odd limbo of sorts where they were in danger of ''truly'' passing on. This might be the reason why a lot of Greg's methods seem to work over Wirt's. Greg is just an innocent kid and the world is responding favorably to him, like it doesn't want him to die yet -- while Wirt's pessimism has things giving off a poor reaction and he's more in danger of turning into a edelwood tree. Rather gloomy for a kids show, no?
36* The Highwayman's song, with its low, mournful melody, haunting lyrics, and his odd dance during is nothing short of disturbing.
37** The lyrics definitely make it worse. During the song, the Highwayman states that he "works with his hands," and ends the song by saying he "makes ends meet" ''while he's running a finger over his throat like a knife''. The comics graduate the FridgeHorror to full on nightmare fuel when the Highwayman is all but stated to have murdered Fred's original owner, [[ScreamDiscretionShot just barely off-page]].
38* The [[https://33.media.tumblr.com/9c2fed1402de105b4efaf2df59635cb4/tumblr_nmxhxgkJo01rl3tlpo4_500.gif Cartoon Network Studios logo for this show]] looks frightening: we see the shadowy silhouettes of our two protagonists, but the shadows have lifeless white eyes and mouths, as though the boys are dead and missing. After watching the series in its entirety and discovering that the boys were on the verge of dying, this image becomes even more haunting and in the realm of parental fears.
39* A very brief "blink and you'll miss it" kind of shot in Chapter 8 shows that as Wirt fell into the freezing pond after having broken through the ice, shadowy hands appear to seemingly engulf and grab him. Made even worse when he's already freezing in a river outside of the Unknown. [[FridgeHorror Perhaps it means that he's come to accept his death.]]
40* At the beginning of the seventh episode, Wirt and Greg are just walking down the trail, minding their own business, when the Woodsman suddenly [[JumpScare bursts out through the trees]], starts grabbing at Wirt, and rambling about [[TheDreaded the Beast]]. His behavior is so erratic and unnerving, [[OOCIsSeriousBusiness even Greg is startled]]. The scene ends with the boys running into the woods while the Woodsman calls out behind them:
41-->'''Woodsman:''' BOYS! Beware the Beast!
42* The Beast attempting to push a {{Sadistic Choice}} onto Wirt in order to save Greg. Either the Beast will put Greg's soul in the lantern and Wirt becomes his new "Woodsman," so to speak, or Wirt gets to watch Greg die. It's all extremely tense regardless of the fact that Wirt decides to TakeAThirdOption.
43-->'''Beast:''' Come here.
44* Just about everything about Adelaide. From the horrific things she has in mind for Greg and Wirt, to the fact that she dies melting into a pile of sludge.
45* Even before we see The Beast the first we ever hear of him is him singing an ominous song about the Woodsman's duty to "chop the wood and light the fire." He sings that same song as he stalks Wirt and Greg (again [[ParanoiaFuel unseen]]) and a bit later when he takes Greg deeper into the forest as Wirt desperately tries to find him.
46** Somehow, the decision to make evil singing his signature instead of an EvilLaugh is so much creepier.
47* "Come, Wayward Souls", the VillainSong, with a decidedly twisted-hymn feel (in fact, its structure is identical to "O Holy Night"). The Beast's portion is basically him encouraging wanderers to commit passive suicide and join his forest, with disturbingly plausible appeals to the hopeless and depressed, and the second part is [[CreepyChildrenSinging an eerie youthful chorus]] encouraging the Edelwood-affected soul to grow. The worst part about the second half is that it sounds like ''Greg's'' voice is the one singing, his own soul urging on the tree's growth.
48** An alternative, the child voices are probably still The Beast singing, because of all those freaky faces he has one would imagine he can speak out of any of them being the [[EldritchAbomination eldritch horror]] that he is. The ''really'' creepy part is contemplating if the children's voices are coming from him, yet are still sentient; that may not just be manipulating their form, but their very being is bound to him, as well... the child's part seems to be "greeting" a new member to their amalgamation.
49--->'''''Come, wayward souls, who wander in the darkness'''''\
50'''''There is a light for the lost and the meek'''''\
51'''''Sorrow and fear are easily forgotten'''''\
52'''''When you submit to the soil of the earth'''''\
53''Grow, tiny seed. You are gone to the trees'''\
54''Rise til your leaves fill the sky''\
55''Until your sighs fill the air in the night''\
56''Lift your mighty limbs and give praise to the fire''
57* [[DarkReprise The somber, Latin reprise]] of "Potatoes and Molasses" when Wirt finds Greg in the middle of turning into an edelwood tree is followed by a single line from "Come, Wayward Souls."
58-->''Grow, tiny seed. You are gone to the trees.''
59* Adelaide's scissors are described as 'snipping' the cursed family's wings away to turn them human - which seems less than safe and pleasant, so even in the happy ending we still have some implied nightmare fuel occurring.
60* In the comic "Distillatoria", Wirt, Greg and Beatrice seem to find their way back home after falling off a cliff. Things start to go weird where characters who the pair have not met yet (the story takes place just before "Lullaby in Frogland") begin appearing in the background. Beatrice eventually wakes up and finds that she and the brothers are inside a gigantic pitcher plant, which is trying to digest them, with the liquid inside making them hallucinate. When Beatrice finally proves to Wirt it's all a dream by turning into her human self, Wirt sees Sarah "die" of grief and then transform in anger, vines replacing limbs and stretching from inside her stomach like something out of Film/TheThing1982 before she grows [[AttackOfThe50FootWhatever gigantic]] and starts chasing after the trio, [[WomanScorned screaming blame at Wirt]] for what he did to her. When Beatrice embarrasses Wirt by playing his poetry from the tape player, the pitcher plant vomits them out...along with the bones of all its victims.

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