For a film aimed at kids, it certainly has a couple of prominent moments. Notably, it was designed as a "horror movie for kids".
- When Joe takes too much antidote, he ends up turning into a horrifying human/fish hybrid that resembles a cross between Ryuk, the Joker and Mr. Hyde. His death afterwards is no less horrific.Fly: Can a human breathe underwater?Joe: note OF COURSE NO-...! (slowly realizes that he's doomed himself, and dies)
- We get a nice multi-second shot of Joe's drowned corpse floating down the drain. Even Fly appears to be shocked by this.
- Fly's Disney Death near the end, especially when it looks like Aunt Anna stepped on him, complete with Sickening "Crunch!". Thankfully, it turns out to just be a stuffed fish of the same species as Fly.
- While Played for Laughs, the Shark's constant devouring of various smaller and fully sapient creatures can be disturbing.
- While trying to take the potion from Fly, the Crab wallops him violently. Prior to the deed, we get to see a shot of the Crab looming menacingly over Fly (who is quite visibly terrified) as the music in the background tenses up. And then, when the Crab attacks Fly, the music instantly goes silent and the next few seconds show Fly bleeding from his gills behind a red image filter as he helplessly falls in slow motion.
- During the climax, the trio attempt to consume the potion as their last few seconds run out. Stella and Chuck manage to take it in time, but Fly is seen struggling and attempting to reach the potion as he gets sucked towards the drain and we hear the ominous sound of the last few seconds ticking away.
- The scene with Anna waking up from her sleep. Early on in the movie, she falls asleep while reading a story to Stella and the little girl uses make-up to decorate her aunt's face, seemingly setting up for a funny moment later on. But that never happens. Instead, Anna suddenly springs up from her sleep in the evening shouting her son's name, and then wanders around the house looking for him, Stella, and Fly. The house is empty and quiet, and they're nowhere to be found.