Sandbox / My Little Pony Friendship Is Magic Nightmare Fuel

Well, a show like this is pretty likely to have moments like this, and by that, we mean highly.

"We go places that, perhaps, other candy colored TV shows won't go. And that's part of what I love about this show, is that we're allowed to explore those areas. Kids love to be scared."

— Jayson Thiessen

Although My Little Pony: Friendship Is Magic may have originated as a show marketed towards young girls, that doesn't mean it can't have its creepy moments every once in a while. And the show's huge Periphery Demographic only encouraged the writers to include more horror as the show went on.

As per Nightmare Fuel guidelines, all spoilers below are unmarked!

Season 1

Friendship is Magic, Part 1 (aka, The Mare in the Moon)

• Nightmare Moon is very appropriately named.
  • Her backstory. She was Celestia's younger sister. 1,000 years ago, she went through a rebellious phase and became jealous of her sister's popularity. As such, she was taken over by malevolent nightmare creatures, had her body completely changed, and tried to usurp her sister by force. She was then sent to the moon and remained in isolation for the entire 1,000 years. No wonder she seems a bit... ''unhinged''.
  • When Twilight's book is telling how Princess Luna transformed into Nightmare Moon, the illustration suddenly goes from Luna's eyes closed in sadness to Nightmare Moon's eyes glaring in utter hatred.
  • Seeing Nightmare Moon for the first time at the end of the episode. She puts an abrupt end to the Summer Sun Celebration and announces she will make the night last forever complete with Dramatic Thunder.

Friendship is Magic, Part 2 (aka, The Elements of Harmony)

• The Everfree Forest. Ponyville is right next to a dark, unnatural forest filled with pony-eating monsters. When Twilight and her new friends hear that Nightmare Moon is hiding there, they say it together with trembling voices accompanied by a direct fade to the forest.

Swarm of the Century

• The Parasprites. Tiny insect-like creatures with the ability to eat anypony out of house and home while reproducing like rabbits. Twilight becomes so scared of them that she imagines them being powerful enough to kidnap Celestia. Twilight makes that problem worse by making them eat everything except food. Meaning the plate, the table, the house, the town...
• Zecora's haunting "You're doomed" message to the ponies about the Parasprites.

Feeling Pinkie Keen

• The hydra that chases after the ponies and Spike in the swamp, with Spike nearly sinking in the mud no less while they make their escape. At least it doesn't live in the Everfree Forest.

Stare Master

• The Cockatrice, another monster living next to Ponyville. And this one turns you to stone!
  • Fluttershy discovers the monster's abilities when she finds Twilight in the forest. Except she doesn't realize anything is wrong at first and is talking to Twilight, expressing her fears. Then, BAM! The Reveal is enough to make a pony lose bladder control.
  • The expression frozen on Twilight's horrified face shows that she had time to realize what was being done to her, too late.
  • The Cockatrice's roar, which sounds like a creepily distorted chicken squawk.

Party Of One

• While Rainbow Dash is fleeing from Pinkie Pie, she hides inside a bell at one point. Then you see two eyes on the clapper. It's Pinkie Pie as the clapper.
• Pinkie Pie temporarily going nuts in this episode was legitimately spooky, bordering on pure terror. The odd expressions and the violent spasms make it worse. The creepiest part is, after they say that it's her birthday, she is just too normal, like it never happened.
  • Just listen to the Creepy Circus Music playing during Pinkie's "party".
  • Pinkie was starting to hear voices in her head, and believing they were coming from inanimate objects, signs of schizophrenia (and Funny Schizophrenia is averted as much as possible on a kids show). After one day of being alone. Still not bad enough? The voices in her head were telling her that her friends were losers and she shouldn't speak to them ever again. Pinkie notices that her imaginary friends are getting more and more mean-spirited towards her friends, and disagrees with them. Her own imagination is turning against her.

The Best Night Ever

• Those horse-mice Twilight created in the beginning were kind of freaky looking.
• Fluttershy losing her mind after getting rejected by the animals. Eep. Freakiest part is near the end, when she bursts through the door, the animals running away in terror and her giving a look of absolute pure rage.

  Fluttershy: YOU'RE... GOING TO LOVE ME!!!

Season 2

The Return of Harmony: Part 1

• Discord's introduction
  • He first is shown as a statue... with a beating heart of black light. Then he gives the most chilling Evil Laugh possible
    • Even the theme song afterwards is a bit unsettling, simply for the amount of Mood Whiplash. It puts what you just saw into perspective
  • Nightmare Moon's appearance had relatively little buildup, only the storybook opening and some very subtle foreshadowing. Beyond the creepy laugh as his statue cracks, and the anarchy unleashed in Ponyville, Celestia gives a huge exposition dump before we see Discord. As in, right before. The buildup to this "Lord of Chaos" appearing is immense... and he lives up to it.
    • To elaborate further, Discord first appears in voice-only. A deep, ominous rumbling voice that declares, "Make sense? What fun is there in 'making sense'." He then puts on a display of his near omnipotence with the windows, and shows off his ancient knowledge by taunting the Mane 6. Of note, even Celestia appears afraid of him, and is quick to cut off his talking. Because she knows how dangerous he is.
    • One of the windows that appears while Celestia is talking shows Discord dangling three ponies over a fiery pit of death. It even bears a startling resemblance to the "Devil" Tarot card. And while we look at the window, the tortured screams of ponies can be heard.
    • Said anarchy in Ponyville included animals with long, spidery legs that just look... wrong.
• Discord does not get any better after his introduction.
  • We didn't even get to really see Discord for half the episode. He only appeared as a stained-glass version of himself. Once he does appear, with dramatic thunder of course, we can fully see both his mis-matched appearance and his crazed mind
    • Right before he shows up, he steals the wings from Rainbow and Fluttershy, and their horns from Rarity and Twilight. Imagine suddenly and painlessly discovering one of your limbs was just gone, like it had never even been there
• And of course, the majority of the episode's second half is taken up by Discord slowly, one at a time, mind-raping the Mane 6 to be the opposite of themselves. Each has a claim as being the most disturbing for a number of reasons:
  • Applejack is hit first, with something she has no defense against: the truth. Their quest to stop Discord will result in the Mane 6 parting violently. Applejack doesn't want the truth to happen, so she begins lying. The horrible part is that this all sounds perfectly reasonable. A white lie can sometimes be easier than a painful truth. Who might be lying to you right now?
  • Pinkie Pie is next, and her balloon garden is particularly creepy, with her friends' faces plastered onto balloons. Plus Discord decapitating himself to put his own face on a balloon. While Pinky begs him to stop. It's also yet another example of bullying, as a crowd this time, very reminiscient of real life.
  • Rarity's takes a different approach: it shows us that Discord can create long-lasting illusions in ponies' minds that have nothing to with their personality change.
  • Fluttershy's is the most immediately disturbing, since it is the most rape-like event. Discord tries to convince her to turn willingly... but when she doesn't, he forces her to change. Seeing a pony who is normally gentler than a summer breeze go out of her way to emotionally hurt her friends is unsettling. Perhaps the worst part is that it shows Discord doesn't have to play his games with the Mane 6. He's just doing it because he thinks it's funny.
  • Rainbow's gives us more insight into Discord himself- he has no morals. No qualms about cheating or bending the rules he established. And so he combines body horror, an illusion of Rainbow's home, and good old manipulation to turn the most loyal pony in Equestria into a traitor.
  • Thinking about all of this from Twilight's perspective: she and her friends are seperated, and when she finds them, her friends are suddenly not acting like themselves. Their most powerful weapon of good is missing, and Equestria's most powerful and dangerous foe is behind it. She now feels quite alone. And finally, one of her friends abandons her, meaning they've lost the challenge and essentially, Discord has won.
• The worst part of it all is Discord's Faux Affably Evil personality. It's just so disturbing. He loves what he's doing to them. He loves performing Mind Rape on the mane cast and he didn't even need to do the mundane version; as he showed with Fluttershy, he could've skipped straight to the instant supernatural kind. He did it because he wanted to. No wonder Celestia and Luna imprisoned him in stone for eternity!

The Return of Harmony: Part 2

• The World of Chaos Ponyville becomes while under Discord's rule- soap roads; floating, upside down buildings; odd gravity in general; rapid switching between day and night; strange animals; cotton candy clouds raining chocolate milk; a checkerboard ground; false buldings; and many crazed ponies acting very unlike themselves. And that's only a small taste of his power, "the first changes". One wonders what it looked like 1000 years ago...

Lesson Zero

• The main thing with this episode is Twilight's huge Sanity Slippage.
  • Twilight's Slasher Smile surpasses Pinky's. Hell, it makes that one look tame.
  • She starts hallucinating at one point. She looks at three fillies jumping rope and sees them as shadows laughing at her, with a hellish landscape behind them. It's also the main MLP Nightmare Fuel page image.
  • Twilight's crazy faces◊ reach the level of Ren Hoek.
  • Then she approaches the CMC...
  Twilight: HI GURRRRRLS!
  • Then she casts the spell on Smarty Pants. It causes the eyes of those effected to slowly roll back into their heads. And as shown with Rainbow, this effect is the real source of the obsession.

The Cutie Pox

• Apple Bloom appears to have been on the verge of dying of exhaustion.

May The Best Pet Win!

• While the Mix-and-Match Critters of the pets in Rainbow Dash's dream aren't that scary and are actually kind of cute, having Opal coming out of its mouth is truly frightening.

Hearth's Warming Eve

• The Windigos. Ghostly horses that feed off of negative feelings and distrust. The blizzard they caused further fueled the emotions that fed them. Close to the end of the episode, their cold became so intense that it froze the leaders of the three tribes alive, right where they stood. And apparently, they're still around, meaning that if you ever let your negative feelings get the better of you, they'll be waiting.

Hurricane Fluttershy

• Fluttershy's fear of being ridiculed at one point is symbolized by her looking absolutely terrified in a tunnel of eyes with a red backdrop, while echoing voices taunt her. And just to make sure all the little kids don't sleep, they throw in an Evil Laugh.

A Canterlot Wedding Part 1

• Queen Chrysalis and her Changeling minions. Not only do they look scary (Chrysalis and the other Changelings even have gaping holes in their legs), they can turn into the ones you love most.
• The ending of the first half. Specifically, the last 20-odd seconds. Seriously, the only thing that kept fans from freaking out completely is the fact that the second half of the plot started almost immediately.
  Twilight: I'm sorry.
  Chrysalis!Cadance: You will be.

A Canterlot Wedding Part 2

• Celestia finding herself trapped in a chrysalis.
• The moment where Twilight was trapped in the abandoned mines of Canterlot, and Chrysalis!Candance showing herself on the crystal walls, taunting her and telling that nopony would ever find her. Also her face when she reveals herself to Twilight!
• As Twilight and Cadance make their escape, they run into Chrysalis' mind-controlled bridesmaids. As they close in, the screen goes to black, their glowing eyes the only thing visible.
• Many of Chrysalis's expressions while disguised as Cadance, notably her crazed looks during "This Day Aria".
• Queen Chrysalis revealing her true form. Especially the spot directly afterwards where her shadow falls over the real Cadance. The shadow seems specifically intended to make her look as terrifying as possible!
• The first glimpse of her true form. As she sheds the last of her Cadance disguise, what we are initially left with is a silhouette of a vaguely pony-shaped creature, her wings and mane being the only things not shadowed out. Suddenly, her eyes are instantly wide open◊ followed by a close-up of her face◊.

Season 3

The Crystal Empire Part 1 and 2

• King Sombra is one of the more terrifying villains in this show.
  • The reaction of the Crystal Pony Twilight talks to when thinking about King Sombra. The way she says she doesn't want to remember King Sombra's reign involved outright slavery and was so horrible that Celestia and Luna intervened, turning him to living shadow and sealing him in ice for eternity. Keep in mind this guy is "just" a unicorn (though even that's debatable), unlike Discord. Just what kind of monster is this guy that the Princesses were more thorough disposing of him than they were of a villain whose Evil Plan was World Gone Mad?
  • Judging from past villains, it was expected he'd ham it up but he doesn't. He attacks the group as a giant monster made of shadows that becomes an Advancing Wall of Doom, the only noises are his terrifying roars or a few lines spoken in a deep, growling tone.
  • King Sombra's lack of a backstory adds more fuel to the fire. Who is he? Why is he so obsessed with the crystal ponies? How did he become so powerful that it took two God-Emperor level princesses to seal him away, and even then it wasn't enough to stop him?
  • More terrifying than anything else is his being Crazy-Prepared. The Crystal Heart is the one thing, aside from direct intervention from two god-like beings, that could stop him. What does he do to prevent others from getting it? Aside from making everypony who knew about it forget it existed and removing any record of it's importance, he put defenses around it. What kind? First, he puts it in a secret passage that a spell only he knew could open. Had Twilight not seen that spell from Celestia, it would be impossible to reveal. Second, he puts a door in the way that, if the same spell is used to open it, traps the intruder in a nightmare that is inescapable unless someone else wakes them up and the door itself is a jerk and will toy with anyone who tries to enter it. Last but not least, at the top of the tower where he hid the Heart, there's a spell that, when triggered, traps the intruder in a barrier that will pull the victim back in if a teleport spell is used. More importantly, it tells Sombra that someone has reached the heart. Unlike some villains, he took every reasonable step to ensure that no one could get the one thing that could stop him, since it couldn't be destroyed (said object having the power to aid him in conquering the world probably has something to do with that a later episode provides an additional reason he wouldn't have wanted to destroy it). Not bad for a villain with only a couple of minutes of screen time and very little dialog.
    • The stairs; hundreds and hundreds of stairs. After climbing down an absurd number of stairs, anypony after the heart would then have to climb up even more stairs to reach it. So, anyone who tries to claim the heart will be exhausted by the time they reach it, and unless you recklessly jump off the top of the tower like Spike did, the only way out is going down, then up, those stairs again. By the time you get there, Sombra would be waiting for you at the entrance, because his spell would tell him you've taken it. King Sombra takes Crazy-Prepared to new and frightening heights. The only reason he was defeated was because Spike didn't listen to Twilight and went after her.
    • He made a door that leads to your greatest fears and brainwashes you into living out your worst nightmare; Mind-Control Eyes and everything.
  • Then there's the moment he's lunging for Spike and the Heart while licking his lips. What would he have done to Spike if Cadance hadn't reached him first?
  • When Sombra is breaking through the barrier in bits and pieces, dark crystals start growing up out of the ground and closing in on the ponies, trapping them in the centre of the empire and there's nowhere to run.
• Twilight's worst fear.
  • As Twilight opens the door and it reveals Canterlot, rather than a part of the Crystal Empire, the way Celestia treats Twilight surely would creep anypony out!
  • The wall had one of those mosaic's that depicted Equestrian history. What did it depict? Sombra winning! Not only is it frightening in just the idea, but the imagery is truly frightening. Looking closely, it had Twilight hurling down onto crystal spikes that are engulfed by a pit of flames while a truly terrifying depiction of Sombra looks on. He most certainly outdid Discord in the 'horrifying things depicted in stained glass' category.
    • Even worse? Take a look at what he's using to blast her into said pit: Yep, it's the Heart. This more or less means that it's not just his Power of Love Achilles' Heel; he wants to actively wield it as a Power of Hate Artifact of Doom as well. By himself, he's already something of an Eldritch Abomination and/or a Physical God; imagine him amplified by something that's nearly on par with the Elements.
• Spike's worst nightmare. We don't see, but we can hear it, and if it's anything like Twilight's, it was horrifying. What was it? Twilight dismissing him because she no longer needed him. Less than ten seconds, and he was brought to tears by it.
• As the episode progressed, the field began to flicker back and forth as Cadance loses strength. It shifts between serene blue and hellish orange, reminding the audience that Sombra is right outside waiting for it to fail so he can retake his kingdom. Then at the end, when it does fail, the Crystal Ponies are instantly terrified at the realization that King Sombra's returned. One of them has a Freak Out from the simple realization Sombra's back and runs for her life right into King Sombra himself who gives her a Slasher Smile. The tone in which she says his name is one of complete and utter fear. This scene isn't scary because Sombra's in it (though that is scary), it's the sheer terror he's able to inspire in his slaves.
  • The Crystal Pony in question shouts "I can't take it!" before trying to run away. It sounded like that Crystal Pony was planning on a preferable alternative to life under Sombra's rule.
• Sombra's Evil Laugh. Every other villain tends to have a Large Ham one — and often while holding the Villain Ball. His? A deep, primal chuckle that the whole Empire can hear. And given his Crazy-Prepared history, said laugh isn't just for show; it's practically a warning that he's pretty much already won.

Magic Duel

• Trixie leading The Third Reich, turning Ponyville into a ghetto, and having a fetish for Body Horror.
• Seeing Trixie magically fuse Snips and Snails' horns together. The scene itself may be Played for Laughs, but there's just something really disturbing about it. She then follows it up by deleting Pinkie's mouth from existence.
• The Alicorn Amulet in general. It has the appearance of a dark, glaring alicorn, and it corrupts Trixie into wanting to take over all of Equestria. The idea something like that exists in this world is rather terrifying to say the least and it's sold in a shady shop similar to Borgin and Burkes for anyone with money to buy.
• What's the first thing Trixie does upon exiling Twilight? Why, take over Ponyville and enslave its people, of course! She cuts off Ponyville's connections to the rest of the world, holds the Mayor hostage, and forces the ponies to dance for her and serve her every whim. Then she vows to overthrow Celestia and Luna themselves and take Equestria for her own. Good thing Twilight managed to get that Amulet away from her before she was too far gone. What makes this more terrifying is she very well could have succeeded. At the Canterlot Wedding was proven that Celestia can be defeated by someone with sufficient power.

Sleepless in Ponyville

• The show had the guts to show the decapitated body of the Headless Horse in Scootaloo's nightmare.
• The nightmare about the Olden Pony, especially when she does a Jump Scare from Rainbow's bed.
  "Who's got my rusty horseshoe?"

Keep Calm and Flutter On

• Discord states that he could hear every word that Celestia said while he was in stone. So does that mean that he was sentient for the past year he was frozen, still thinking while being unable to move? What about the thousand years he was first frozen?

Magical Mystery Cure

• It's disturbing that Twilight can accidentally switch her friends' destinies. Twilight herself definitely thinks so. It's made worse that the others don't remember their former lives, and are resigned to being terrible at what they think they must do. Made even more disturbing since it likely means the five don't remember their families. Whether or not their relatives suffer the same memory alterations is unknown.

Season 4

Princess Twilight 2-Parter

• Celestia is walking through the halls of the palace when a black vine sprouts out of the ground and snakes after her. We don't see what happens, we only hear Celestia crying out in shock, then the scene cuts back to an unsuspecting Twilight (with zero indication of what happened to her). Plus, right afterward, a blood-curdling scream can be faintly heard after she gasps.
• The Everfree's attack, complete with dark clouds and black vines that emit a mist that sends unicorn magic on the fritz.
• The Everfree is even more of an Eldritch Location with the out of control vines and all. At one point we see some vines trying to strangle background ponies like a python. And these vines can even infect clouds, so not even the pegasi or other flying creatures are safe.
• Every time Twilight flashes back with Zecora's potion. Especially the first time, when she remarks that she doesn't see anything. Cue her eyes suddenly going blank in the space of a second.
  • According to her friends (and Discord), the first vision she saw was bad enough to force her into uncontrollable sobbing. Imagine being her friends and witnessing that.
• Twilight witnessing Luna's breakdown and transformation into Nightmare Moon.
  • During that breakdown, Luna ends up smashing a stone arch and screaming "There can only be one princess in Equestria! And that princess will be ME!!!"
  • Not to mention how she laughs when she turned into Nightmare Moon.
  • The threatening eclipse that happens in the background.
  • When Nightmare Moon lands a direct magical blow on Celestia that knocks her to the ground, Celestia doesn't just go "oof", she screams in pain. You'd be forgiven for thinking it killed her, just like Twilight momentarily did. Now, consider the effect of something strong enough to knock down a Physical God hitting an ordinary pony.

Castle Mane-ia

• The first glimpse of the Pony Of Shadows. Supposedly, when Nightmare Moon was banished, a part of her dark power was left behind. We've already seen what Nightmare Moon can do, so imagine that power in the hooves of an immortal fragment of magic.
• The fact that the Pony of Shadows is Real After All, and the Mane Six don't know that.

Daring Don't

• While Ahuizotl is too Laughably Evil to be scary, the fact that hired thugs Only in It for the Money exist in Equestria is a sobering thought. The beatdown they gave A.K. Yearling/Daring Do is pretty disturbing, and the fact you don't know she's a badass adventurer at the time makes it scarier. (Before The Reveal, it looked like The Mafia were breaking into an innocent author's house to beat her to death)
• The goons that beat Daring up end up breaking her leg. It isn't mentioned, but the way you hear an audible "snap" and she crumples to the floor immediately after leaves no doubt. She quickly splints it and from there on out, it's apparently no big deal, but keep in mind this is a fatal injury when it happens to a real horse. Even worse, they animate her with a fairly realistic limp as she walks around afterwards. Anyone familiar with four-legged animals can immediately recognize that wounded gait, it's more than a little disconcerting.

Bats!

• Vampire Fluttershy. The fangs, the eyes, the wings, the expressions, the hissing, the complete change in her usual demeanor to that resembling a feral beast, and even the subtly transformed cutie mark from 3 butterflies to bats, made all the creepier by the fact that she still very much resembles Fluttershy. The creepiest part? The transformation didn't completely go away. What does this mean for our yellow friendliest friend?

Three's A Crowd

• The giant worm that tried to kill Twilight and Cadance. It's design is incredibly simplistic, and somehow utterly terrifying at the same time, especially the mouth. Worse, we get absolutely no warning that it's coming.

Filli Vanilli

• Fluttershy, against a plain black background, cowering as ghostly, disembodied pony heads glare down at her, spotlights shining down from their eyes onto her. Between this and the "tunnel of eyes" from Hurricane Fluttershy, the show's certainly doing a good job of making us really feel Fluttershy's raw fear.

Inspiration Manifestation

• When Rarity first casts the spell, its magic travels from the book, spirals up her horn, changes her eye color, and morphs her soft-hued magic into a Sickly Green Glow. The imagery really makes it feel like the sweet unicorn we love is being devoured by the magic.

Twilight's Kingdom

• The entire premise of these two episodes: Tirek is back, and he's worse than ever. The massive "Holy Shit!" Quotient of these two episodes brought a lot of terrifying imagery and ideas with it.
• Tirek's Mana Drain not only drains a pony of their magic, but also erases their cutie marks and leaves them so powerless that most ponies he drains are left to lie limp and helpless. Particular mention to when he's shown draining a group of pegasi — when he's done with them, his magic aura fades and they just drop to the ground.
• Tirek's initial introduction is terrifyingly dark: A pony, walking the streets at night runs into a cloaked figure, who in a raspy, hissing voice, warns "I am no friend". He then proceeds to drain the pony's magic, the pony's eyes go dull, and his groceries fall to the ground beside him followed by him, weak and unable to move. Then we see Tirek grow larger from the power he's consumed and let out an Evil Laugh as we see his Glowing Eyes of Doom within the shadows of his cloak.
• Tirek drains Discord, allowing the possibility that this villain gained his Reality Warper powers. Said draining provides us with this◊ lovely image.

Season 5

The Cutie Map 2-Parter

• The very first sign of something weird going on is when Twilight points out that the cutie marks of all of the ponies in the town are exactly the same: an "equals" sign. For a lot of commentors on YouTube and Equestria Daily, it's reminiscent of Story of the Blanks or The Conversion Bureau.
  • Then comes The Reveal: The cutie marks are magically forced upon ponies, and they work by completely nullifying their individual talents and special abilities.
• The general idea that someone knows a spell to take away any individuality and skills is a horrifying concept from the start. But the creepiest line from the episode was this one from the song:
  Townsponies: You can't have a nightmare, if you never dream.
  • Daniel Ingram, the song writer, stated that the musical number is based of propaganda music from World War II.
  • There's also this creepy line that in context is terrifying because we later find out how exactly Starlight rules. Especially the point it's delivered: Starlight notices one of the ponies' braids have come undone and approaches her. Luckily, she only uses her magic to fix the pony's hair, but the look in said pony's eyes while it's all happening is one of abject terror, despite that frozen smile.
  Starlight: No one shakes in fear.
• On that note, there is also the following line, which feels incredibly eerie and off:
  Sugar Belle: Is your friendship ending?
• Starlight Glimmer, the episode's Big Bad. She puts on an air of cheerful kindness, but is ruling what can only be described as a totalitarian society wherein she forces ponies to be equal. She steals ponies' cutie marks, brainwashes them in creepily realistic ways (trapping them in a room and forcing them to listen to an audio track with messages like "to excel is to fail") and guilt trips anyone who shows a desire to go back to their special talents. And then it's revealed that she still has her cutie mark and plans to use Twilight's power to force her cause on Equestria.
  • Unlike other Arc Villains, Starlight doesn't have an over-the-top villain design, nor is she a supernatural creature (relatively speaking). You cannot simply tell that Starlight is evil just by looking at her, making her seem more realistic than the other villains on the show.
    • There's also Starlight's moments when her facade slips into a rage. There's just something unsettling about how angry she gets. One gets the feeling Starlight might not be mentally well. This is especially disturbing given how calm and friendly she was before, bringing to mind someone like Annie Wilkes.
  • It's implied that her want for "equality" comes from an intense hatred for cutie marks. It makes you wonder what could've possibly happened to her to inspire such hatred that's enough for her to believe brainwashing is a justifiable way of supposedly freeing ponies.
  • "Well, it seems you inspire all sorts of free-thinking... don't you?"
• You can tell Twilight Sparkle is going though a lot of pain when Starlight Glimmer strips off her Cutie Mark.
  • Also a Tear Jerker, Pinkie Pie, the pony of smiles, was literally crying when her Cutie Mark was taken away What a delightful experience!
  • Starlight's corruption causes the characters' colors to drain, much like Discord's brainwashing.
• Starlight Glimmer's brainwashing technique is extremely unsettling. She locks ponies in a tiny room with a set of speakers that repeats Starlight's agenda over and over and over. And she won't let you out until you accept her way of life. She doesn't just steal ponies cutie marks; she mentally tortures them until they break.
  In sameness there is peace. Exceptionalism is a lie. Free yourself from your cutie mark. Choose equality as your special talent. Difference is frustration. To excel is to fail. Be your best, by never being your best. Conformity will set you free.
  • It's made more disturbing by the fact that it's very similar to a real-life indoctrination technique used by some cults. Also very similar to the "War is peace. Freedom is slavery. Ignorance is strength" ideology expressed in 1984.
• The fake smiles and forced happiness of the ponies gets creepier as the episode progresses. :Especially when we learn that the ponies essentially gave up their free will for this "perfect" town of "equality".
  Pinkie Pie: "I know smiles. And those smiles? They're just not right."
  • You know something is wrong when the Element of Laughter says that someone's smile is "not right".
• The entire village is chock full of this. Leading up to the episode some fans assumed that the entire concept would be sugarcoated in the sense that Starlight Glimmer would be along the lines of the more radical users of a certain website. However the actual episode plays the entire thing dead serious, between the above mentioned brainwashing and the fact that Starlight Glimmer is essentially a dictator, the whole village is not that far removed from real life totalitarian nations like North Korea.
• In short, the portrayal of Starlight's town is about as accurate a portrayal of a cult as you could possibly get away with in a G-rated cartoon. It's also eerily reminiscent of the USSR, almost hitting too close to home. Stray from the party line nd it's off to the gulag for you! ^note  In other ways, the USSR was a polar opposite of this. All sorts of talents were encouraged, but only if you used them to further the Party's cause.
• Has anyone noticed how Party Favor reacts when he's 'released' the day after he was 'exiled' to the Room 101 knock-off Starlight has created? To be fair, it could simply be discussed by the Mane Six to lure Starlight in, but how he reacted is close to reactions of actual cult members after they have fallen from grace. Not to mention that he was trying to tell his fellow townspeople he loved them, but got a door slammed in his face. Starlight doesn't care about love, just conformity. Party Favor's desperation after he's been banished to the room is also creepily realistic.
  Party Favor: Didn't you see what just happened out there?! Your friend has accepted our way! You will all accept our way! It's only a matter of time!

Bloom and Gloom

• The shadowy thing that keeps tormenting Applebloom. Some mysterious force remaining just out of sight, tormenting and tempting Applebloom but never showing itself. And when we finally see it it's not pretty at all. :Even scarier when it's revealed that it was a second Apple Bloom the entire time, showing it was self-inflicted.
• How about the nightmares both Sweetie Belle and Scootaloo have over their cutie marks? Sure, Sweetie Belle's pretty funny, where her singing cutie mark is replaced by a mop and bucket, but how about Scootaloo? In her dream, she tries to do a magnificent jump, but her cutie mark changes into a cooking cutie mark, making her able to stir up cream. Unfortunately, she lands into a gigantic chasm filled with cream. When she lands into the pile, she tries with all her might just to stay afloat, but she sinks down, probably drowning into it!
• The endless cycling through them and Apple Bloom "waking up" again and again is disturbing, particularly because the implication that it doesn't even matter if you know it's a dream; your mind's just going to keep on screwing with you and tearing down all logic until Princess Luna (hopefully) arrives and bails you out. It was all very reminiscent of the first issue (among other portions) of The Sandman.

Make New Friends but Keep Discord

• Discord's home: a Pocket Dimension with warped gravity, Eldritch Abomination beasts flying around, and a sky resembling a black Giygas.
  • The poor mailpony has been floating around, hopelessly lost, apparently for days, ultimately being thrown back into the void by Discord and taken by one of said beasts in the background, with no sign he ever escapes.
  • The moment when Discord asks the mailpony why he was late. Normally, the scariness of Discord's power is mitigated by his goofy behavior. But here, he suddenly shifts from goofy to coldly threatening within a span of one sentence:
  Discord: "Why is this so late?"
  
• Discord finally snapping and trying to send Tree Hugger into a rift to a world of Uncanny Valley puppets! Noticeably, this is the only time Tree Hugger loses her cool.

Do Princesses Dream Of Magic Sheep?

• The episode is literally about nightmares, with Luna having created a being called the Tantabus to give herself horrible nightmares each and every night as atonement for her time as Nightmare Moon. It finally grows strong enough to escape into other ponies' dreams, perverting them into something terrifying, and has to be stopped before it can enter the real world.
  • Some of the dreams perverted by the Tantabus almost border on Body Horror, such as the monstrous dresses and Angel changing into a monster while Fluttershy's back is turned.
  • Opalescence chasing down a shrunken pony, likely intending to eat him up. Consider from that pony's perspective, Opal would appear to be the size of a house.
  • Near the end of the episode, the Tantabus, in the guise of an immense alicorn made of darkness, begins marching into the real world. There is a real feeling of despair and hopelessness about that scene.
  • Just the fact that Luna has a Guilt Complex so strong that she would intentionally torment herself every night as The Penance.
  • Even if it was a nightmare, seeing Luna transform back into Nightmare Moon again and no-selling the Mane Six's first attempt at purifying her. It's possible Luna transforms back into Nightmare Moon and beats up her friends in her dreams every time she falls asleep.
  • Let's just take a moment to reflect on the Tantabus. Specifically, on its ability to potentially turn real life into a nightmare. Even in the dream world, where the ponies could conjure up anything with their imagination, they still could barely even faze the Tantabus. Imagine trying to battle this thing in the real world - an Eldritch Abomination Reality Warper that can turn life into a waking nightmare. Because it's a living nightmare, by definition you are pretty much powerless to stop it. Even more terrifyingly, it's barely even sentient. It does not feel pity, remorse or fear and can absolutely not be reasoned with. It's like fighting Discord, but instead of wacky hijinks you get screaming horrors. It could quite possibly have become the single most powerful, darkest antagonist in the history of the show.
  • A Nothing Is Scarier thought: You never see the Tantabus partially appearing in the waking world as it's attempting to walk through the portal. One can only imagine what it must have looked like, considering its sheer size and it taking the vague form of Princess Luna.

The Cutie Remark (Part 1)

• The first Alternate Bad Future:
  • When Twilight and Spike arrive back in Ponyville, not only is the castle gone, but the town has been boarded up and nearly-abandoned. When they reach Sugar Cube Corner, they find it lost all of its whimsical architecture^note except for the cupcake-shaped part, which is merely changed to a loaf of bread and looks like a normal structure. This was one of the first signs something really is off.
  • Sweet Apple Acres converted from a farm to a factory.
  • Alternate!Applejack explains what happened: Equestria was besieged by a variation of the Crystal Empire that is under the rule of King Sombra. Not only does he re-enslave the Crystal Ponies, but he also brainwashed them all to serve as his army as he sets out to conquer Equestria. It's so bad that Princess Celestia herself finally leads the charge.
  • Rainbow Dash in the same Bad Future looks worse for wear. She has a scar over an eye, scratches on the back of her neck, a piece of her ear looks torn or bitten off and one of her wings has been replaced by a metallic prosthetic.
  • Sombra has conquered large sections of Equestria. Hopefully he's overextended.
  • The fact that, even with all this, this is the least bleak of the Bad Futures!
• Starlight herself is a piece of prime Nightmare Fuel this episode too. Her Slasher Smiles, her Stalker without a Crush antics towards Twilight and the foals/fillies involved in the Rainboom, and being fully willing to harm anyone whose in the way of her Revenge can be very unsettling.
  • Her first time interfering with the Rainboom is her just creeping out of the cloud RD and the bullies race by, Slasher Smile in full view and forcibly restrains Rainbow Dash against her will.
  • You know it's not a good sign if the Princess of Friendship suddenly freezes in place shivering at the thought of Starlight coming back for revenge.

The Cutie Remark (Part 2)

• The second Alternate Bad Future:
  • Not only have Applejack, Rainbow Dash and Rarity been replaced by changelings, but Applejack herself is replaced by Queen Chrysalis herself.
  • One of the young ponies in the village turns into a changeling. How many other ponies were already replaced beforehand?
  • While this future is undone, there's some unsettling ideas of Chrysalis' attack on Zecora's camp. The worst part is the last we see of Alternate Zecora is her being blasted to the ground by Chrysalis in shadow, with the queen charging her horn for another attack.
  • Even worse, if you look in the background when Chrysalis attacks Zecora, you can see what looks like Fluttershy getting stabbed by a changeling while running and collapsing on the ground. A closer look shows that she's the one stabbing the changeling and it's Chrysalis's spell that knocks her down, but at first glance it can seem like Fluttershy's been killed.
• The fourth and fifth Alternate Bad Futures:
  • Lord Tirek took over and is destroying Equestria, nobody remaining to challenge him.
  • Discord fulfilling his World Gone Mad realm with the Royal Sisters as his clowns/jesters.
• The Barren Wasteland Bad Future. Nothing is ever said as to how it came about. It simply is.

Season 6

The Crystalling

• Starlight's anxiety attack, the camera zooming in on her face as her face fills with terror and anguish. Twilight's voice fades into the distance. Starlight clenches her eyes shut as she's sweating profusely and a pervasive white noise rings. Some have noted that this is a disturbingly realistic portrayal of Post-Traumatic Stress Disorder.
  • The white noise itself is also the attention signal for the US Emergency Alert System. Hearing the entire soundtrack (including the BGM) fade out to that is unnerving.

On Your Marks

• Apple Bloom setting up a Room Full of Crazy after she tries a lot of things on her own, but can't enjoy them. When Sweetie Belle and Scootaloo find her, Apple Bloom is sitting on her own, in the dark, staring at her failures. It's actually fairly creepy to hear the normal jovial filly talking in a Creepy Monotone with her Face Framed in Shadow.
  Apple Bloom: Oh, hello girls. Have fun pursuing your own interests?!

Gauntlet of Fire

• There's something very unsettling about watching the armored dragon (Princess Ember) sinking down into the sea, dragged under by the weight of her armor. The overhead shot of her slowly disappearing doesn't help at all.

No Second Prances

• Trixie still being willing to go through with the Manticore Moonshot Mouthdive without Starlight. After admitting that she couldn't do it on her own, and Trixie openly upset about ruining things with Starlight, the implications of it are unsettling.
  • The Manticore Moonshot Mouthdive trick involves being shot from a cannon into a manticore's open mouth and being swallowed by said manticore, and a trick like this requires a performance with absolutely no room for faults. In other words, making a single mistake would lead the performer to dying horribly in front of the audience, and Trixie would've ended up perishing (possibly) had Starlight not decided to come back and assist her.

A Hearth's Warming Tail

• As can be expected of Yet Another Christmas Carol, Princess Luna as the Spirit of Hearth's Warming Yet-To-Come is rather intimidating, showing Snowfall Frost a Bad Future in which eliminating Hearth's Warming Eve leads to the Windigos coming back and blanketing Equestria in an endless winter. Made all the more terrifying by Luna's haunting song and the fact that aside from the Windigos there is no trace of life anywhere in the Bad Future.
  • Luna's entrance also qualifies.
  Snowfall: Who are you?
  Luna: (in silhouette and towering over her) I am the Spirit of Hearth's Warming Yet-to-Come (unfurls her wings, causing a gust of wind to blow on Snowfall)

Every Little Thing She Does

• Starlight Glimmer, in hopes of getting everything done fast and without a hassle, casts a spell that makes all of the Mane 6 (sans Twilight, who left earlier) obey her commands. Aside from the ponies being incapable of their own free will, there's also outward features such as shrunken irises, an emotionless tone of voice and an odd, robot-like behavior that comes off as unnatural and disconcerting (not to mention the way they felt after the spell was undone). One moment that stands out in particular is mind-controlled Fluttershy covered in insects and snakes◊ and acting like nothing is wrong.

To Where and Back Again

• The Dwindling Party is treated with uncommon seriousness. Trixie's heroic sacrifice ends with a Dog Pile of Doom and Fade to Black that sure looked final. Discord's final scene on the other hand somehow makes Fluttershy terrifying, and features one of the few moments when Discord looks truly vulnerable.
• In this episode, Queen Chrysalis and the Changelings prove to be much more frightening than when they invaded Canterlot.
  • The Changelings are very aggressive and numerous, not to mention smart as well. Although Discord and the others both saw through the enemy Changelings' disguises, they still managed to get half of the party captured that way (Discord because he was lured and Trixie because of the aforementioned Heroic Sacrifice).
  • Queen Chrysalis' entrance when Starlight (who is actually Thorax in disguise) enters the throne room. Not only does she move like a spider, emerging from behind the cocoons containing Princesses Celestia, Luna, and Cadance, she moves like she has no bones at all (and that includes her head), complete with twisting sounds.
  • Hell, Queen Chrysalis in general. For example, she tosses Starlight around like a rag doll (and she couldn't even fight back because of non-Changeling magic being nullified) and mercilessly holds Thorax up in the air as she drains him of his love. It's fairly obvious that if the show wasn't rated TV-Y, Chrysalis would've viciously beaten Starlight Glimmer within an inch of her life while Thorax would've been killed outright or shut away into a prison cell, spending the rest of his life wasting away in emaciated misery, as an example to those who would dare to betray Chrysalis.
  • Just the idea that Changelings can drain love from each other. It's bad enough that they eat love. The fact that they can take it from each other sounds close to cannibalism.
• If you look closely, you can see some of the captives twitching. If that weren't disturbing enough, others still are slowly opening and closing their eyes, suggesting that they may in fact be semi-conscious.
• The fact that, Chrysalis flies away at the end. No redemption like Nightmare Moon, Discord, and Starlight (though Starlight ran away in the Season 5 premier, she returned and reformed in the same season), no death like Sombra, and no likely-permanent imprisonment and/or de-powerment like Tirek. The best that can be said is that she lost her kingdom and her entire army, who reformed and now follow Thorax, but this doesn't change the fact that Chrysalis is still at large and can still take the form of anypony else. All she has to do is trick one pony (or changeling), take his or her place, and feed off enough love before she might be powerful enough to exact revenge on Starlight. Speaking of, her swearing vengeance on Starlight sounded quite vivid, and the fact that she said "There is no revenge you can ever conceive of that will come close to what I will exact upon you" to a pony who once altered time so the villains were in power as part of a revenge plan means she has something truly horrible in mind.

Season 7

A Royal Problem

• Starlight's nightmare: she's so terrified that she's messed everything up and driven the sisters apart again that she dreams of being attacked by Nightmare Moon. And when Celestia tries to help Starlight the dream world spawns Daybreaker, a corrupted evil version of her.
  Daybreaker: [to Nightmare Moon] I never should've banished you to the moon! I should've destroyed you!
• Celestia brings Luna out of her nightmare and into Starlight's because Celestia doesn't know how to stop Nightmare Moon and Daybreaker's fighting. Even though it was a nightmare, Daybreaker was clearly much more powerful than Nightmare Moon, who for the most part was on the defensive against Daybreaker's attacks. Yes, Luna giving into her Superpowered Evil Side would not be enough to stop Celestia if she also gave into her own.

Campfire Tales

• The fly-ders. Basically a frightening combo of flies and spiders. They travel in huge swarms, are capable of webbing up a full sized pony to prevent their escape, and they bite. A lot. The only thing one can do is run from them. Even Applejack, Rarity, and Rainbow Dash don't try anything to fight them off after their initial attempts prove inadequate, instead taking cover in a cave. Oh, and unlike real-life spiders who may occasionally bite large mammals to defend themselves, these nasties actually feed on ponies if they get the opportunity and run out of easier food.
  Rainbow Dash: What do they want now!?
  Applejack: Well, like it or not, we're food too.
  Sweetie Belle: And I have the bites to prove it!