Disney's 10 Scariest Movies

Lynn-Holly Johnson, Bette Davis, and Kyle Richards in The Watcher in the Woods (1980).
Lynn-Holly Johnson, Bette Davis, and Kyle Richards in The Watcher in the Woods (1980).
Walt Disney Pictures

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 deathBambi’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.

Looking to Downsize? You Can Buy a 5-Room DIY Cabin on Amazon for Less Than $33,000

Five rooms of one's own.
Five rooms of one's own.
Allwood/Amazon

If you’ve already mastered DIY houses for birds and dogs, maybe it’s time you built one for yourself.

As Simplemost reports, there are a number of house kits that you can order on Amazon, and the Allwood Avalon Cabin Kit is one of the quaintest—and, at $32,990, most affordable—options. The 540-square-foot structure has enough space for a kitchen, a bathroom, a bedroom, and a sitting room—and there’s an additional 218-square-foot loft with the potential to be the coziest reading nook of all time.

You can opt for three larger rooms if you're willing to skip the kitchen and bathroom.Allwood/Amazon

The construction process might not be a great idea for someone who’s never picked up a hammer, but you don’t need an architectural degree to tackle it. Step-by-step instructions and all materials are included, so it’s a little like a high-level IKEA project. According to the Amazon listing, it takes two adults about a week to complete. Since the Nordic wood walls are reinforced with steel rods, the house can withstand winds up to 120 mph, and you can pay an extra $1000 to upgrade from double-glass windows and doors to triple-glass for added fortification.

Sadly, the cool ceiling lamp is not included.Allwood/Amazon

Though everything you need for the shell of the house comes in the kit, you will need to purchase whatever goes inside it: toilet, shower, sink, stove, insulation, and all other furnishings. You can also customize the blueprint to fit your own plans for the space; maybe, for example, you’re going to use the house as a small event venue, and you’d rather have two or three large, airy rooms and no kitchen or bedroom.

Intrigued? Find out more here.

[h/t Simplemost]

This article contains affiliate links to products selected by our editors. Mental Floss may receive a commission for purchases made through these links.

15 Facts About The 40-Year-Old Virgin On Its 15th Anniversary

Steve Carell is The 40-Year-Old Virgin (2005).
Steve Carell is The 40-Year-Old Virgin (2005).
Universal Pictures Home Entertainment

The 40-Year-Old Virgin helped launch Steve Carell into comedy stardom, reintroduced audiences to Paul Rudd and Seth Rogen, featured one of Jonah Hill’s first movie roles, and began the Judd Apatow Comedy Filmmaking Empire. In celebration of its 15th anniversary, here are some facts that will make you cooler than David Caruso in Jade.

1. The 40-Year-Old Virgin was based on one of Steve Carell's Second City sketches.

The sketch was about a man who, in trying to keep up in a poker game conversation about sexual experiences, proves to be completely clueless about the subject. After working together on Anchorman, Judd Apatow asked Carell if he had any movie ideas; Carell pitched him the concept for The 40-Year-Old Virgin and the two wrote the film together.

2. Universal Studios provided Steve Carell and Judd Apatow with case studies on middle-age virginity.

They read that older virgins were typically normal people who, according to Carell, "at some point just gave up on the whole notion; it was more difficult to keep attempting than to give up."

3. Steve Carell was 43 years old and a father of two when The 40-Year-Old Virgin was released.

Carell's four-year-old daughter was “a little freaked out” at seeing her father on billboards promoting The 40-Year-Old Virgin.

4. Universal refused to allow Jason Segel to be in The 40-Year-Old Virgin.

Since Apatow didn’t have veto power back then, Jason Segel was out of luck. However, the incident reinforced Apatow’s advice to Segel that he should be writing his own material for a better chance at starring in films—advice which eventually led to Forgetting Sarah Marshall.

5. Steve Carell lost 30 pounds for The 40-Year-Old Virgin.

Though Apatow was originally "nervous about it, because I don't think comedians wanting to look good is ever good for the comedy," he gradually realized that Carell being "ripped" was a good idea. Because it helped establish that Andy was only a virgin because he’s shy and nervous, not because of his looks.

6. PAUL RUDD WAS CONSIDERED SO OVERWEIGHT THAT UNIVERSAL SHUT DOWN PRODUCTION FOR TWO DAYS.

Seth Rogen and Paul Rudd in The 40-Year-Old Virgin (2005).Universal Pictures Home Entertainment

Unlike most other directors, Apatow encourages Rudd to gain some weight before shooting because he thinks the actor is funnier when he’s a little fatter. Unfortunately, Universal disagreed, and Rudd ended up not eating for 48 hours to satisfy the studio. The one scene that stayed in the film from before the Universal-mandated shutdown was the speed-dating sequence. But there were other reasons for the shutdown: According to Apatow, they didn't like that he was lighting the film "like an indie." Also ...

7. The studio thought Steve Carell looked like a serial killer.

In response, "Steve decided the character would be a little more Buster Keaton-esque," according to Apatow. "He was low-energy and everyone else was spinning around him." Lines were also written (and improvised) making fun of the fact that Andy could be confused for a serial killer.

8. Jane Lynch's "Guatemalan Love Song" in The 40-Year-Old Virgin was from a passage in her high school textbook.

Part of the translation was "Where are you going with such haste? To a football game.” Lynch’s role was originally going to be played by a man, until Steve Carell’s wife, Nancy Walls (who played Maria, the health clinic counselor), suggested Lynch for the part of the store manager.

9. It was Leslie Mann's idea to throw up on Steve Carell's face in The 40-Year-Old Virgin.

Originally, Nicky (Mann's character) and Andy were supposed to get pulled over by the police, and it would turn out that Nicky was concealing a gun under her seat all along. Instead, Mann insisted that her vomiting on Carell would be a funnier conclusion to the scene, so she gulped down a mix of strawberry yogurt and “some kind of kefir.”

10. The waxing scene in The 40-Year-Old Virgin was real.

Steve Carell in The 40-Year-Old Virgin (2005).Universal Pictures Home Entertainment

About halfway through the ordeal, Carell was in so much pain that he realized it might have been a bad idea. It took seven weeks for all of his hair to grow back.

11. Judd Apatow and Steve Carell had trouble coming up with the big "Age of Aquarius/Let the Sunshine In" ending.

Garry Shandling put it in Apatow’s head that it was important to show that Andy is having better sex than his friends because he is in love. Later, Carell came up with the general idea of singing a song, and Apatow immediately thought “Let the Sunshine In” would work.

12. That big musical number sent Jonah Hill to the hospital for heatstroke.

Hill had to be hospitalized.

13. The filmmakers shot 1 million feet of film for The 40-Year-Old Virgin,

The film company bought the cast and crew champagne to celebrate.

14. Test screenings made The 40-Year-Old Virgin less R-rated.

People notably stopped laughing during the scene in which Andy watches porn from Dave’s “Boner Jams ‘03” tape. Two weeks later at another test screening, the new cut featured far less graphic content. Andy overhearing his old neighbors having sex was also cut after poor reactions. Trish’s line about Einstein having sex with his wife was taken out, then put back in once Apatow and Carell realized women liked that line.

15. Exotic fish were accidentally harmed during the making of The 40-Year-Old Virgin.

The electricity was shut off in the aquarium area after filming ended, causing a lack of proper aeration in the fish tank, leading to their deaths. The American Humane Association withheld its “no animals were harmed…” disclaimer because of the incident and rated the film “Monitored Unacceptable.”

This story has been updated for 2020.