Disney's 10 Scariest Movies

Disney: Known for catchy songs, cute animal sidekicks, brave Princesses … and occasionally scarring children for life. A lot of Disney’s more famously upsetting moments have to do with death—Bambi’s mother and Mufasa’s father, for instance—but sometimes the studio goes plain horror movie with it. As Halloween approaches, here are 10 of Disney’s scariest movies.

1. Return to Oz (1985)

Return Oz establishes its “wait, what the hell am I watching?” cred early on, when Dorothy Gale—back in Kansas following her adventures in Oz—is shipped off to the doctor for a round of electroshock therapy to cure her insomnia and “delusions.” Dorothy is saved from her One Flew Over the Cuckoo’s Nest fate and whisked off to Oz again, where she finds that the Nome King and Princess Mombi—Nicol Williamson and Jean Marsh, who also played the doctor and head nurse—have destroyed the Emerald City and turned most of its inhabitants to stone. Playing Dorothy in her first feature film role is Fairuza Balk, who would go on to star in perpetual Halloween favorite The Craft. Return to Oz is the only film directed by legendary editor Walter Murch, most famous for his work on Apocalypse Now.

2. Something Wicked This Way Comes (1983)

The collected works of Ray Bradbury have been adapted into dozens of films, only a handful of which were written by the late author himself. The final feature film to be written by Bradbury is 1983’s Something Wicked This Way Comes, which in its first act is a typical, sweet—if somewhat dark—drama about two young boys growing up in a small town in the Midwest. Then a carnival rolls into town, and things get real messed up. Running the carnival is Mr. Dark (Jonathan Pryce), who grants the townspeople’s wishes in ways that … well, let’s just say they’re not very nice.

3. Mr. Boogedy (1986)

“Made-for-TV ‘80s movie about a gag gift salesman and his family” doesn’t scream terror, but Mr. Boogedy defies the odds to have some legitimately creepy moments. Granted, it’s not a subtle film: a family that moves into a dilapidated mansion in a town called called Lucifer Falls shouldn’t really expect to have an easy go of things. The mansion, believe it or not, is haunted by not one but three spirits: a widow, her child, and the eponymous Mr. Boogedy, who back in Colonial times sold his soul to Satan for a cloak that gives him magical powers. It’s Mr. Boogedy’s character design that gives the movie its biggest ick factor; the film’s makeup designer, Rick Stratton, would go on to win two Emmys. Mr. Boogedy’s cloak is eventually sucked into a possessed vacuum cleaner.

4. The Watcher in the Woods (1980)

Director John Hough’s The Watcher in the Woods isn’t only scary because it gives Bette Davis and current Real Housewives of Beverly Hills star (and then-child actress) Kyle Richards a decent chunk of shared screen time. Based on a 1976 novel, the film—like Mr. Boogedy—follows a family that moves into a mysterious house haunted by some mysterious presence. In The Watcher in the Woods, that presence is thought to be Karen, the long-disappeared daughter of the house’s owner, played by a collecting-those-paychecks Davis. Spoiler alert: There are actually two presences. One is Karen. The other is an alien. The original ending of The Watcher in the Woods actually showed the alien, but the effects were so bad that the premiere audience broke out laughing, causing Hough to reshoot the climactic final scene with the aliens as a vague blur of light.

5. The Adventures of Ichabod and Mr. Toad (1949)

Released in 1949, The Adventures of Ichabod and Mr. Toad is made up of two half-hour, kid-friendly literary adaptations, the first from The Wind in the Willows and the second from “The Legend of Sleepy Hollow.” Neither segment is particularly scary … up until the last few minutes of “Sleepy Hollow,” when the animators went all-out to make schoolteacher Ichabod Crane’s flight from the Headless Horseman a contender for Disney’s scariest scene. Clyde Geronimi, who with Jack Kinney directed the “Sleepy Hollow” sequence, would go on to co-direct Cinderella, Alice in Wonderland, Peter Pan, Lady and the Tramp, Sleeping Beauty, and 101 Dalmatians.

6. Pinocchio (1940)

Jiminy Cricket hopping around and The Blue Fairy singing “When You Wish Upon a Star” might be the most enduring images from Disney’s second-ever animated feature, but let’s not forget that Pinocchio could be scary when it needed to be. The film’s most potent bit of nightmare fuel comes in the scene where a bunch of children are magically transformed into terrified, crying donkeys so they could be sold away as slave labor. Looks like Disney had a taste for causing childhood trauma early on.

7. “The Skeleton Dance” (1929)

Spooky and cute: Why not both? The 1929 short “The Skeleton Dance” threads the needle deftly, with its depiction of a quartet of skeletons dancing around a graveyard maintaining the goofy tone that marks most of the early Disney shorts while still providing an ample dose of the shivers. “The Skeleton Dance” was drawn by Ub Iwerks, who several years earlier had designed Mickey Mouse.

8. Fantasia (1940)

Most of the segments in Disney’s Fantasia are markedly un-creepy—unless you consider ballet-dancing hippos disturbing, which makes a fair amount of sense—but with “Night on Bald Mountain,” Disney went full dark and stormy night. Set to the title song by composer Modest Mussorgsky, the film depicts the ancient Slavic deity Chernabog (whose name means “black god”) calling all sorts of assorted demonic creatures to him before being driven away by the rising of the sun. Bela Lugosi served as a live-action reference for Chernabog, spending a day at Disney Studios striking a series of ominous poses. Nothing that Lugosi provided was ultimately used, as animator Bill Tylta was unimpressed by it.

9. The Black Cauldron (1985)

The Black Cauldron was an infamous failure for Disney, earning a mere $20 million domestically against a budget that made it, at the time, "the most expensive animated feature ever made.” With the film, Disney ditched the songs and lighthearted feel that marked its animated features up to that point in favor of a darker fantasy epic; notably, The Black Cauldron was the first Disney animated feature to earn a PG rating. Though it’s notoriously regarded as a flop, there’s one area in which The Black Cauldron is quite successful: making its villain, the Horned King, absolutely terrifying. Even the way he dies is nightmare-inducing: The magical black cauldron that the Horned King hoped would give him power to take over the world with an undead army instead melts his flesh off. It’s a bit more gruesome than the typically death-by-falling most Disney villains get.

10. Hocus Pocus (1993)

Initially released in 1993 to middling box office returns (Disney made the odd choice to release this Halloween-themed movie in July), director Kenny Ortega’s Hocus Pocus has gone on to achieve cult status. Omri Katz, since retired from acting, stars as Max Dennison, who with neighbor Allison and younger sister Dani must defeat the Sanderson sisters, a trio of witches who were hanged during the Salem witch trials. One of the witches was played by Sarah Jessica Parker, whose ancestor Esther Elwell was accused of being a witch in 17th-century Salem; she escaped execution when prosecution from witchcraft was done away with.