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Nightmare Fuel / Fun and Fancy Free

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"One day, a mysterious shadow crept over the valley... and then something dreadful happened..."
  • Lumpjaw the Bear, the villain of the "Bongo" segment, has his moments of threat and terror. His massive sharp teeth and claws are shown to easily tear through trees and boulders, and the close-ups of his roaring, red-eyed face can definitely elicit a fright out of viewers.
  • The cow, especially when she realises Donald intends to kill her.
  • 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.
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    • Even more unsettling is that it's not made readily apparent that Donald is going after the cow at first. First Donald notices the axe hanging on the wall, then he glances to his side and the camera then focuses on Mickey. After Donald sneaks away, Mickey is then shown reacting to Donald, screaming "Donald! No, no!", and the camera then turns to the place where the axe was hanging, now empty. Until Donald is shown approaching the cow in the next shot, the audience is being led to believe that Donald was going to kill and eat Mickey.
    • Also, when Mickey reveals he sold the cow for magic beans, Donald's irises turn red once more as he angrily leaps up to the ceiling and starts pulling his feathers out in frustration.
  • 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.
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  • The dragonfly and the fish that eats it.
  • Willie the Giant, though largely comedic, has his moments of being a genuine threat. When this happens, he drops his humor and cheerful attitude completely and becomes legitimately terrifying:
    • 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.
    • During Willie's Villain Song "Fe Fi Fo Fum", he shows off his vast magical abilities, including the ability to "disappear into atmosphere". He turns completely invisible before a pair of hyper-realistic, disembodied eyes flash onscreen with a creepily playful "Peek-a-boo!", as if Willie is Breaking the Fourth Wall.
    • When he wakes from his sleep to spot Mickey's group making off with the harp, Willie's eyes flash red before giving chase, with Luana Patten giving a startling and sudden shout of fright as this occurs.
    • During the climax, Willie reminds the audience that he's a giant, more than capable of grinding Mickey and his friends to dust... if he can catch them.