As this game takes place primarily takes place within the Realm of Darkness, there's guaranteed to be some moments that'll have you dropping your controller in terror.
- You know how in Birth By Sleep, Aqua didn't have a specified Evil Counterpart of her own like Terra and Ventus? Well this game decides to rectify that. Enter Phantom Aqua: A malevolent manifestation of all of Aqua's fears and doubts created by the Realm of Darkness. Willa Holland manages to take her usual Dull Surprise and turn it into something genuinely creepy. Her monotonous voice, occasional Evil Laugh, icy, pale blue eyes, and a psychotic and sinister arraignment of Aqua's own Leitmotif (Which would not sound too out of place in a horror film) makes for quite the unnerving boss fight to say the least. And even when you're not fighting her, that doesn't make her any less terrifying as all throughout the World Within you'll be subjected to Phantom Aqua's constant mockery as she throws a slew of nihilistic jeers at you.You'll never see the Realm of Light again.Is there any point in continuing this fight?No one can save you, and no one wants to.Are you really worthy of being a Keyblade Master?You're a failure.Just let go of everything and fade into the darkness.
- The Dwarf Woodland area is astoundingly unsettling, especially the warping stones area. Not helping is if you fall down the bottomless pits, a monotone version of Aqua's voice starts talking, telling Aqua she's a failure. The entire area is alive, and it's trying to break her will.
- The last part of Enchanted Dominion, featuring a veritable swarm of Darksides.
- Dying has always been startling in the series, but this time Aqua lets out a scream when she's defeated that may genuinely kick a player's twitch reaction if you're taken down without warning. And if that wasn't enough, death by Heartless has always meant one losing their Heart (albeit usually by floating away rather than anything truly disturbing), but this is the first time in the series you get to see it fly out of you mid-death.
- The Heartless are far more aggressive in this game, much as the Dark Hide was in the Secret Chapter of Birth By Sleep. Darksides (seen in the page picture above) back each other up to attack Aqua and even the lowly Shadow will form massive swarms to take her down. You're in their world now, and they want you to know it.
- One lowly Shadow is barely a blip on your radar, a minuscule "threat" that you can deal with in seconds. A few dozen Shadows melded together into a hive-minded gestalt entity in the form of a 30-foot-tall swirling serpentine column of glowing eyes and shredding claws is another matter entirely, something that can knock you around like a ragdoll if you're not careful. Hundreds of Shadows melded together into a titanic seething, surging, intelligent mass of darkness, capable of zipping through the air at light-speed and hitting with the force of a speeding freight-train, is an absolute nightmare. This is what the Heartless are truly capable of when you're on their home turf - taking the weakest, lowliest of their species and making it into a gigantic gestalt titan capable of shredding anything in its path and forcing two certified Keyblade Masters to fight with everything they have.