- Donald Duck's hunger-induced nervous breakdown in Mickey and the Beanstalk. Surrounded by death, no possible source of food beyond bread and beans being cut into its absolute thinnest to maintain resources, and absolutely no hope for the situation to get better. He freaks out and tries to eat his plate and silverware. Mickey and Goofy almost have to strangle him to get him to stop. Then he sees the cow they own and goes Ax-Crazy on it in an attempt to kill it. The scariest things about these scenes weren't Donald suddenly going mad or his murderous impulses, but the realism of said portrayal. Donald's insanity is the result of desperate starvation due to an extreme famine, and it's a common fact that desperation due to near-death situations usually brings out the most violent, ugliest sides of human nature.
- It is not helped by the fact that Donald gave two memorable terrifying faces in anticipation of using the axe to kill the cow and when he was starting to kill it. In the case of the latter scenario, Donald's irises become blood red and his sclera bright yellow as he goes into a hunger induced rage. In the case of the former, Donald gains thin, but noticeable ripple rings of alternating colors and his pupils shrinking in size to fit in the rings. This look combined with a Slasher Smile helps to create an iconic Donald Duck Sanity Slippage moment that that is Played for Drama instead of the usual comedic and over the top reaction.
- The sequence of Willie kidnapping the Harp is pretty unsettling to watch for very young viewers: First the giant's shadow covers the entire land then we see from behind the Harp how a pair of giant shadow hands approach the Harp as she helplessly watches in horror, the next shot the Harp is gone and her balcony is in ruins.
- Edgar Bergan's dummies are Uncanny Valley Accidental Nightmare Fuel. Somewhat Nightmare Retardant, though, since they, especially Charlie, are Actually Pretty Funny despite their looks.
- The unsettling sequence of the beanstalk creeping through the farmers' house at night as they sleep, accompanied by eerie music. It feels like watching some kind of home invasion.
- Even Willie himself, though largely comedic, drops his humor and cheerful attitude completely during the climax, reminding the audience that he's a giant, more than capable of grinding Mickey and his friends to dust... if he can catch them. When he wakes from his sleep to spot Mickey's group making off with the harp, Willie's eyes flash red before giving chase.
- When one notices the "What a happy day" song, only one cow is ever seen again... What did happen to them? Don't answer that.
Nightmare Fuel / Fun and Fancy Free