- The Shell City, Dead Ahead level. The levels taken place in Planktopolis are also frightening (and hard).
- The Cyclops. In the Google-eyes and Smelly Knickknacks level, Spongebob and Patrick slide on hoses and the 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.
- Dennis, the Plankton Statues, and the Frogfish, of course.
- 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... he licks his own lips...
- Some of the soundtrack is off-putting as well.
- Should you die to an enemy as either Spongebob or Patrick, the sound of a heart monitor flatlining plays over the death music.
- Even more unsettling if you get the exploding death as SpongeBob.
Nightmare Fuel / The SpongeBob Movie Game
Bearing in mind this game is based not only on a movie that's actually darker than even the mainline series itself, but possibly THE darkest SpongeBob movie considered, this was inevitable.