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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/1c2e9ce7_a564_4f27_84f6_8f03adf61931.jpeg]]
2 [[caption-width-right:350:[[HyperspaceIsAScaryPlace "Enjoying the ride, Sam?”]]]]
3
4Peak comedy? Absolutely. But this series can be surprisingly dark and scary at times.
5
6%%* "Sleep... SLEEP..."
7* Max's last Future Vision that can be used on Sam in Beyond the Alley of the Dolls.
8* Towards the end of season 3, [[spoiler:Max transforms from a cute little bunny, to a Franchise/{{Godzilla}} sized Cthulhu bunny]].
9* When Max develops psychic powers and uses them to teleport in Season 3, everyone gets to see [[https://www.youtube.com/watch?v=T27uOQU-GII just a taste of what goes on in his mind,]] pictured above.
10-->'''Sam:''' Note to self: When traveling through Max's brain, keep your eyes shut.
11* Demon Peepers. Just about all the Personal Hells have a small element of NightmareFuel in it, if just in the demons.
12* The entire finale of 106.
13--> '''[[spoiler: Hugh Bliss:]]''' Saw us, Sam! WE DARE YOU.
14* Considering how Sam [[StraightMan normally acts]], him completely [[BewareTheNiceOnes blowing his top]] at the beginning of "They Stole Max's Brain!" can be a little jarring. Think about it...one minute, you're just minding your own business, the next minute, there's a six-foot [[RoaringRampageOfRevenge pissed-off anthropomorphic dog]] literally [[BewareOfViciousDog snarling]] at anyone he sees, snapping at you, [[JerkAss hitting you]], and perhaps even ''pointing his'' ''[[HandCannon extra-large gun]]'' ''[[OhCrap right in your face]]''.
15--> '''Sam:''' You want a lawyer?! Here's an attorney from Smith and Wesson!!
16* Similar to the above, there's a brief moment in the beginning of ''The Friend for Life''. After the Mad Thespian nearly smashes Max with a large weight, Sam [[LetsGetDangerous immediately drops his comical demeanor]] and, after easily overpowering him, decides to give the Mad Thespian a DisneyVillainDeath. Sure, the police were at the bottom, and caught the villain, but it's still chilling to see what Sam is like if his little buddy is threatened.
17-->'''Sam:''' [[PreMortemOneLiner Nice play, Shakespeare, but you're taking the fall!]]
18* Owing to the two entries above, Sam in general is rather frightening in hindsight when you consider that [[AxCrazy Max]] is '''his''' morality chain, not the other way around. BigFriendlyDog he is not, without Max to keep him in check.
19* Sam and Max's gruesome deaths at the end of the episode "The Invaders" [[spoiler: though it turns out it's actually a VR program and the "aliens" are the real Sam and Max playing.]] Lampshaded by Sam when he hopes most kids won't be traumatized by the scene of them dying a few seconds ago.
20* Also [[spoiler: Max's gluttonous side]] devouring you. *Cue close up of his mouth opening and filling the screen, and Sam and Max inside his stomach in the next scene* of course you can [[ResetButton escape each time]] but when you realize that he is an [[spoiler: aspect of Max]] this seems to imply that [[spoiler: Max can eat things much much larger than himself whole if he wanted, the only reason he doesn't is because he normally has restrain, something this pure aspect of hunger lacks]].

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