Disney has long been synonymous with G-rated fun and family entertainment. But lurking in between the cheerful songs and happy endings are some of the scariest scenes ever to terrify young audiences.

We've all remember Simba's dad and Bambi's mom shuffling off this mortal coil to the great cartoon beyond, but they're not the only psychological scars Disney has inflicted on us. Here are 10 not-so-magical Disney moments still keeping kids awake at night. (Note: Spoilers ahead, even though you've probably seen most of these movies.)

  • 1

    The Queen's Transformation, 'Snow White'

    Disney was creating villains who could actually scare audiences from the very beginning. The Queen in Snow White is set on killing her own stepdaughter and magically disguises herself in order to get close to the young princess.


    The result is no simple transformation, but a swirling nightmare of bubbling green liquids and inky blackness. Seeing the coldly beautiful queen turned into a cackling old hag is scary enough, but the fact that we get to experience what she goes through as the potion does its work pushes this scene from merely scary into trauma territory.

  • 2

    Lampwick Turns Into a Donkey, 'Pinocchio'

    'Pinocchio' ranks as one of Disney's scariest movies and its most traumatizing scene has to be the transformation of Lampwick, Pinocchio's delinquent pal who guides him through the indulgent wonders of Pleasure Island.


    Pleasure Island gives bad boys the opportunity to behave so badly that they turn into literal jackasses, which the coachman then sells into lives of misery in the circus or the salt mines. Poor Pinocchio gets a front row seat as Lampwick turns into a donkey, going from a confident and obnoxious brat to a terrified, pleading mess. Whether it's Lampwick's hands turning into hooves pawing at Pinocchio's chest, the final transformation – shown only in shadow to make it extra horrifying -- or the sight of Lampwick braying and kicking over furniture as a panicked donkey, something from this scene is going to be giving you chills long after the movie ends.

  • 3

    Night on Bald Mountain, 'Fantasia'

    If you're looking for Disney's ultimate representation of straight up evil, look no further than "Night on Bald Mountain" from 'Fantasia.' You know, the sequence where the denizens of Hell and the souls of the damned dance at the pleasure of Chernabog, a Slavic devil.


    Just about every kind of iconography of the underworld is present: devils, skeletal ghosts, cloaked phantoms, hellfire, and yes, bare-breasted harpies. The one thing that keeps this segment from being the most terrifying thing Disney ever created is that no one is actually being menaced. Evil is throwing a party to remember, but the only creatures in jeopardy are demons and devil worshippers. Still, just the imagery of "Night on Bald Mountain" - particularly Chernabog himself – is so frightening that it's enough to keep kids up all night for weeks.

  • 4

    Pink Elephants on Parade, 'Dumbo'

    'Dumbo' is not a particularly scary movie, except for the "Pink Elephants on Parade" sequence. This hallucinated nightmare subjects Dumbo, Timothy and the audience to the antics of bright pink pachyderms with black, empty eyes, all set to the tune of one of Disney's creepier songs.


    The sequence truly crosses over from trippy fun to the stuff that will keep you awake at night with its multicolored amalgamation of elephant heads marching menacingly towards the viewer. And in case you forgot, this whole episode was brought on by Timothy and Dumbo getting drunk (albeit accidentally), which also leads to the discovery that Dumbo can fly. The real moral of 'Dumbo'? Beer reveals your hidden talents!

  • 5

    The Three Pheasants, 'Bambi'

    Yes, we know, we know, Bambi's mom. With the possible exception of the death of Mufasa, it's the biggest emotional gut-punch in Disney history. But it's hardly the only traumatizing moment in 'Bambi.'


    The forest is destroyed in a massive fire. Bambi and his mate Faline are pursued by vicious hunting dogs. Bambi is actually shot, though he survives. But the serious nightmare fuel comes from three pheasants, hiding in terror as Man draws ever closer. One of the three becomes increasingly panicked and wants to fly off, despite the others' efforts to keep her from doing so. Finally, the terrified bird takes to the air, screaming, "I can't stand it any longer!" We hear a gunshot and the remaining pheasants wince as their friend's lifeless body plummets to the ground. Now there's some fun viewing for family movie night.

  • 6

    The Charred Village, 'Mulan'


    Shan Yu, the leader of the marauding Hun army from Mulan, is certainly a standout among modern Disney villains. This is a guy who has a man killed just because it would be redundant to send two messengers back to the Emperor.


    But even scarier than Shan Yu is the destruction in his wake. Right on the heels of the upbeat, comedic song 'A Girl Worth Fighting For,' Mulan and her fellow soldiers discover the charred remains of a village after the Hun attack. The main story point of the scene is that far more experienced soldiers – including male lead Li Shang's father – died trying to protect the village, making it clear what these novice fighters are up against. But the far more troubling part for the kids in the audience is the abandoned doll Mulan discovers, representing all of the innocent people who didn't escape the wrath of the Huns.

  • 7

    Everything, 'The Black Cauldron'

    No particular scene this time; just the entire 81 minute running time of 'The Black Cauldron.' Among the criticisms heaped upon this film is that it's far too scary for children. While its PG rating makes the movie's status as kiddie entertainment debatable, the high fear factor is not.


    You've got the dragon-like Gwythaints, an army of skeletons, more blood than you'll find in any other Disney film and a villain with a horned skull for a head presiding over it all. If that wasn't enough, you have a very cute pig nearly getting decapitated and an even cuter fuzzball committing suicide.


    Disney itself was more frightened by the film's titanic-for-the-time $25 million budget and pitiful box office performance that failed to top that of 'The Care Bears Movie,' but that's a whole other story.

  • 8

    Ratigan Loses It, 'The Great Mouse Detective'

    'The Great Mouse Detective' is mostly a light-hearted romp about the mouse equivalent of Sherlock Holmes. But Holmes needs his Moriarity, and Basil of Baker Street's archnemesis Ratigan has one scene that earns him a spot on this list.


    Ratigan's scheme to place himself on the throne of rodent England has been foiled and now he is watching Basil escape through the inner workings of Big Ben. Consumed by his rage, Ratigan leaps from gear to gear in one last pursuit of Basil, shredding his aristocratic garments. The film makes a big point of Ratigan's denial of what he truly is -- a rat (not a large mouse, as he would like to believe). What makes this scene so frightening is that we're not just seeing a villain rage at being outwitted -- we're watching Ratigan's facade of civility tear away to reveal the savage animal lurking underneath.

  • 9

    Ursula's Death, 'The Little Mermaid'


    Disney villains have been dying since 'Snow White,' so that's nothing new. The usual manner of death for a Disney villain is a fall from a great height, preferably caused by the villain's own actions. There have been exceptions: Maleficent from 'Sleeping Beauty' got a sword through the heart. But few villains have met their end as violently as Ursula, the sea witch from 'The Little Mermaid.'


    In order to save his love from the now gigantic Ursula, Prince Eric takes the wheel of a ship and gores Ursula with the prow. Look closely at the screenshot above and you'll notice the end of the prow sticking out of Ursula's back. Pretty gory for a G-rated flick.

  • 10

    Baby Gorilla, 'Tarzan'


    'Tarzan' has a number of scary moments, including one of the most startling villain deaths in any recent Disney film. Still, the most scarring scene in the film has to be the death of Kerchak and Kala's poor, unnamed baby.

    We're treated to shots of the happy gorilla parents playing with their adorable newborn, scenes that any regular moviegoer knows can only lead to someone ending up dead. In this case, the baby wanders off and is discovered by the leopard Sabor. Kerchak and Kala race to answer their baby's terrified cries, but arrive seconds too late. Violent death is nothing new in Disney films, but it is surprising that Disney would kill off anything this cute.

  • Bonus

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