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1[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/spongebob_squarepants_movie_video_game_nightmare_fuel.jpg]]
2[[caption-width-right:350: What kind of old lady are you!?]]
3Bearing in mind this game is based not only on [[DarkerAndEdgier a movie that's actually darker]] than even [[Franchise/SpongeBobSquarePants the mainline series itself]], but possibly '''[[NightmareFuel/TheSpongeBobSquarePantsMovie THE]]''' [[NightmareFuel/TheSpongeBobSquarePantsMovie darkest [=SpongeBob=] movie]] considered, this was inevitable.
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5* Bit of a minor nightmare fuel moment, but starting in the second major world of the game, Jellyfish start wearing Plankton's bucket helmets, which means that Plankton's MassHypnosis plot to TakeOverTheWorld extends [[BadPeopleAbuseAnimals even to the local wildlife!]]
6* Inside the Thug Tug, you can clearly see that [=SpongeBob=] and Patrick are ''absolutely terrified'', as they run while flailing their arms and screaming. Not helping is the fact that the enemies and environments start getting DarkerAndEdgier from here on out.
7* The ''Shell City, Dead Ahead'' level. The levels taken place in Planktopolis are also frightening ([[ThatOneLevel and hard]]).
8* The Cyclops. In the ''Google-eyes and Smelly Knickknacks'' level, [=SpongeBob=] and Patrick slide on hoses and the [[JumpScare Cyclops pops up out of nowhere as you are sliding]], and when you are sliding on the electrical cables on the higher level, his hand pops up in front of the jumps.
9* Dennis, the Plankton Statues, and the Frogfish, of course.
10** Speaking of the Frogfish, unlike most of the enemies who taunt or laugh at [=SpongeBob=] or Patrick when they harm them, if he hurts Pat when he's using his tongue to attack him... [[{{You TasteDelicious}} he licks his own lips...]] And it's just the first boss in the game!
11* Admittedly, the fact that some enemies pop out of parts of the scenery is rather unnerving.
12* Some of the soundtrack is off-putting as well.
13** One good example is the [[https://www.youtube.com/watch?v=KSpjb0Odp5g music]] for the ''Now That We're Men'' level. In addition to the disturbing accordion sounds and whatnot, '''genuine''' [[https://www.youtube.com/watch?v=KSpjb0Odp5g&t=29 screams]] can be heard.
14* Chapter 5: Entrenched of the PC version is quite spooky, especially at the beginning. If you interact with skulls, [[JumpScare Big Bulging eyeballs will suddenly pop out of them]], while you cross the abyssal plains (which is shrouded in fog at first), you will hear [[HellIsThatNoise haunting ambient noises]]. The same sounds you hear at the beginning of Music/{{Rihanna}}'s ''Disturbia'' Music Video.

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