In 2020, Disney is so synonymous with squeaky clean, family-friendly entertainment that anything even remotely outside of the boundaries of what a “Disney movie” should be is dismissed out of hand. But Disney has always had unsettling moments in its entertainment, from the early short films to some of the first features likeSnow White and the Seven Dwarfs(the Evil Queen’s transformation into the old crone still rattles) and in their live-action work, which would regularly mix gentle fantasy with darker, more disturbing images and ideas. Darkness has always been a part of Disney, because it makes the light seem that much brighter. It’s a shame in recent years, those responsible for making Disney product have forgotten how important the edginess of earlier movies really was.
The 1980s is where a majority of the scariest Disney movies come from. And it makes sense – it was one of the most restrictive periods, politically, and one of the most uncertain for the Disney Company itself, which was under fire from hostile takeover attempts, green-mailers and corporate raiders. The studio was, in many ways, fighting for its life, and the need to diversify and expand the brand took hold. The inoffensiveness of the post-Walt period was shaken loose and some weirdness crept in.

But here we are celebrating the darkest of the dark, the bleakest of the bleak, the scariest of the scary, in Disney’s entire catalogue. The short films, features, and whatever “Frankenweenie” is, represent the company at its most fearlessly thrilling. Hang on tight (you might want to leave the light on for this one). Below are the scariest Disney movies ever made.
“The Skeleton Dance” (1929)
To be sure, there are a bunch of super unsettling earlyWalt Disneyanimated shorts (if you like this list, maybe we’ll go into more depth), but there’s always been something particularly eerie about “The Skeleton Dance.” Directed and produced by Walt, animated by Walt’s right-hand manUb Iwerksand featuring music fromCarl Stalling, “The Skeleton Dance” was the first of Walt’s innovative and highly influential Silly Symphonies series of animated shorts. The short is very much what the title suggests, with skeletons dancing and turning their bones into musical instruments and the like. And yes, it is very fun to watch, but it’s equally unsettling, from the opening with an owl’s wide eyes (that soon also reveal the moon) to the tree that takes on human proportions to the skeletons themselves, at once both identifiably human and outrageously ghoulish. When the film was released it was too dark and demented for some territories (the New York Times reported that Denmark had banned the film completely), but it is now rightfully seen as a classic of early animation – and a Halloween staple. Boo!
Available on YouTube.
Pinocchio (1940)
While post people point to a single sequence inPinocchiofor its intensity and creepiness, there’s an argument that can be made for the entire movie being disquieting and unnerving. The sequence in question, in which Lampwick, a nogoodnik Pinocchio befriends on the way to Pleasure Island, is transformed into a donkey, is definitely one of the most profoundly disturbing animated sequences Disney ever committed to film. The transformation itself is incredibly scary, the way that Lampwick’s hands turn into hooves and pretty soon he’s fully donkey-fied. But what’s just as scary is what comes after; the animalistic panic in the character’s performance and the way he kicks out the mirror and brays incessantly. But the movie has an overall weird and off-putting vibe, perhaps due in part to the fact that an American studio was adapting an Italian story and giving it a Germanic stylization. Also, Monstro the whale is terrifying, and there are so many weird flourishes and transformations, from Pinocchio’s longing to become a human boy, to the talking cricket to the eerie ethereal quality of Blue Fairy to the fact that Pinocchio physically transforms when he tells a lie.
Pinocchiois so beautifully animated and so wonderfully told that all of the weirdness and terror is made even more realistic and vividly realized. As Walt Disney’s most fully realized animated classic, it is also a testament to how important those scary moments are to children’s entertainment. In the years since its release, Disney (the company) has chosen to emphasize its aspirational elements and the sing-songy sweetness of “When You Wish Upon a Star.” The melancholy has all but been erased. But it’s the terror that gives the movie its power. How else are children supposed to know the dangers of vice, dishonesty, and giant whales?

Fantasia (1940)
If there’s one segment ofFantasia, Walt’s ahead-of-its-time musical experiment, that is seared onto the viewer’s brains, it’s the “Night on Bald Mountain” segment. The second-to-last installment in the wordless anthology (right after it comes “Ava Maria” as a kind of repose), “Night on Bald Mountain” is based on a moody piece of music by Russian composerModest Mussorgsky. “Bald Mountain, according to tradition, is the gathering place of Satan and his followers,” music criticDeems Taylorexplains in the introduction. “The creatures of evil gather to worship their master.” That they do! Easily the most evocative and unforgettable segment ofFantasia, it begins will all sorts of hellish creatures commuting to Bald Mountain, where they are then commanded, and worked up into fits of hellish ecstasy, by the demonic Chernabog. The minions themselves are horrible, misshapen goblins and gremlins and ghostly ghouls, and the Chernabog is the symbol of ultimate evil, a giant, hulking black mass with horns and massive bat wings. (AnimatorVladimir Tytla, who animated Chernabog, spent a day with Bela Lugosi, who provided reference for the character. Sequence directorWilfred Jackson, a legendary Disney animator, also provided inspiration for Tytla.)
The entire thing is overwhelming and operatic, a literal manifestation of evil. It’s still shocking. And forget about Daryl Hannah’s butt, some of the demons have bare breasts, nipples and all. (Keep in mind this was right after the sequence with the ballerina hippos.) Sure, there are other segments ofFantasiathat amaze and repel in equal measure (the less said about the racially questionable centaur, the better), but nothing beats the force and power of “Night on Bald Mountain.” Chances are, if somebody mentionsFantasia, this is the first (and maybe only) segment you think of.

Available on Disney+.
One half of this “package film,” in which multiple shorter stories are combined, is dedicated to “The Legend of Sleepy Hollow,”Washington Irving’s immortal campfire tale. And while there are definitely lighter elements to the half of the movie, particularlyBing Crosby’s bouncy, happy-hour narration, it’s also scary as heck. The demonic Headless Horseman, who would become an integral part of the company’s annual Halloween celebration, appearing in television specials and in the theme parks, is particularly frightening and former Disney animatorTim Burtonwould admit to borrowing large swaths of the animated retelling for his ownSleepy Hollow, with starJohnny Deppwanting to wear prosthetics to better approximate the Disney version of Ichabod Crane. (That, unsurprisingly, didn’t happen.) There’s an elemental power to Disney’s Horseman, even when it’s revealed to be a hoax, and it’s so beautifully animated, from the gallop of his ink-black steed to the way the flames escape from the pumpkin’s eyes. At this point, even if you haven’t seen that half of the package film, you are probably aware of Disney’s telling of “The Legend of Sleepy Hollow” and all the iconography that goes along with it. This version has seeped into the collective unconscious. It is, unquestionably, the stuff of nightmares.
Escape to Witch Mountain (1975)
From early on inEscape to Witch Mountain, something seems to be amiss. Almost the first images you see are the silhouette of two children being chased by dangerous-looking dogs. And that WTF tone is consistently delivered through the rest of the running time. Awkwardly positioned as one of the feel-good live-action Disney movies of the time, with a pair of children who cheekily utilize their special powers (the school bully gets a baseball glove to the face!), only mixed with some outrageously weird stuff (like a recurring flashback/dream sequence that looks and sounds like something out of theFriday the 13thseries). The kids, it turns out, are alien refugees, and the men who are after them (played byRay MillandandDonald Pleasence) want to harness their powers for incredibly nefarious means (Milland talks about using their psychic abilities to walk around and sense where they could drill for oil).
The movie has a charmingly lo-fi quality and some of the more memorable moments stand out as being ahead of their time, including one scene that is basically the flying bicycle sequence fromE.T. only with an RV and considerably less impressive special effects, but the movie is also off-putting at times and creepy in ways that you don’t expect (especially since the movie is pretty much entirely shot in blinding daylight). The movie was a sizable enough hit that it spawned a franchise, with two proper sequels (Return from Witch Mountaincame out in 1978), a made-for-TV remake and the incredibly noisy, Dwayne Johnson-led rebootRace to Witch Mountain. That’s a lot of trips to Witch Mountain.

The Black Hole (1979)
ConsideringAnthony Perkinstraumatized an entire generation of moviegoers with his role as murderous mama’s boy Norman Bates inPsycho, it’s only fitting that he’d scar an entirely new generation by being violently killed by a soulless, blood red robot in Disney’sThe Black Hole.The Black Holewas placed into development beforeStar Wars(another concept was a sci-fi take onSnow White and the Seven Dwarfsthat had the princess in a space chrysalis, being tended to by seven droids), but the final project was heavily influenced byGeorge Lucas’ space-set smash. Also,The Black Holeis way more horrifying.
A spaceship crew (a damnably all-white cast that Perkins,Robert Forster, andErnest Borgnine) stumble upon a derelict craft, only to discoverMaximillian Schelland a bunch of creepy robots (some are later revealed to be the zombified crew members who tried to stage a mutiny), including the one that kills Perkins. A feeling of unease settles in right off the bat, when listening toJohn Barry’s moody score during the overture (absent from most home video releases but mercifully maintained on Disney+) and continues through the trippy, utterly confusing climax where the team boards a smaller craft and actually goes into the black hole. At one-point Schell and the robot that kills Perkins (named Maximillian) are fused into some kind of unholy monstrosity, while hooded minions look on and brimstone burns brilliantly. Also, they maybe go through heaven too? It’s unclear. The script forThe Black Holewas worked on by at least a half-dozen writers, and it feels very confused (cute robots occupy the same space as heady, philosophical notions of heaven and hell) and uneven, with the only unifying through line being how uncomfortably unsettling it all is.

The Watcher in the Woods (1980)
This movie is truly insane. ProducerTom Leetch, who had been around the studio for years, brought the project to then head-of-production (and Walt Disney’s son-in-law)Ron Millersaying, “This could be ourExorcist.” Just so you know where this movie is coming from.The Watcher in the Woods(based on a novel byFlorence Engel Randall) feels like a sometimes-maddening mash-up of several wholly unrelated genres. At first it seems like a run-of-the-mill haunted house story, but things soon bloom out of control – there are psychic premonitions and telekinesis, a missing girl that may or may not have been murdered in a strange occult ritual, possession, and some kind of otherworldly force hiding in the woods. (There is also, of course, a blossoming teen romance.)
It’s occasionally hard to keep track of the central mystery of a missing girl in an otherwise idyllic British town, just because there is so much otherstuffgoing on. That said, directorJohn Hough, who also directed the two initialWitch Mountainmovies for Disney, does a credible job establishing a sustained, thoroughly disturbing mood. But the story is so convoluted it’s hard to put a finger on what you’re scared of, exactly. Apparently, the movie was released with an original ending so bad that it was pulled from theaters and extensively re-conceived (gone was a sub-lot featuring a giant alien creature that got derisive laughs from preview audiences – this ending is actually on the officially released DVD Disney put out).Watcher in the Woodsdoesn’t totally work but you get the sense of what Disney was attempting with a more mature-skewering family film. And it really is freaky.
Dragonslayer (1981)
On one hand, it’s unclear why Disney would agree to co-produceDragonslayer, part of a two-film agreement they made with Paramount (the other movie was the infamous live-actionPopeye) – it’s scary, violent, and maybe even more damnably features sequences with virgins and partial nudity (there’s bare breasts! In a PG-rated Disney co-production!) But on the other hand, it makes perfect sense. Co-writer/directorBrian Robbinswas inspired by the “Sorcerer’s Apprentice” sequence fromFantasiaand crafted the film, which concerns a young sorcerer-in-training (Peter McNicol) who gets in over his head attempting to save the land from a killer, fire-breathing dragon, accordingly. It also feels like the kind of fantasy movie Disney kept attempting to make at the time but never got right (seeThe Black Cauldronbelow).
It mixes goofiness with drama well, and the cast of characters are broadly drawn but given distinct personalities. But the terror, of course, comes in the form of the dragon, a brilliantly designed beast that was conjured by the dark wizards at Industrial Light & Magic (this was the first film they’d worked on that wasn’t forGeorge Lucas). Long considered one of the most iconic dragon designs of all time (it’s a favorite of bothGuillermo del ToroandGeorge R.R. Martin), you don’t get a really good look at it until more than an hour into the movie, but it does plenty of scary stuff before then including roasting a virgin alive and causing a crazy earthquake (yes, that’s future EmperorIan McDiarmidas a fire-and-brimstone-spewing preacher who gets what’s coming to him). Sometimes unrelentingly bleak (baby dragons gnaw off the fair princess’ foot), the movie was largely ignored upon release but has steadily built its status as a cult favorite.
Something Wicked This Way Comes (1983)
One of Disney’s most underrated gems from the post-Walt, pre-Eisner era.Something Wicked This Way Comes, from a story and screenplay byRay Bradbury(who years earlier had helped the Imagineers with the script for EPCOT Center’s flagship attraction, Spaceship Earth), is genuinely terrifying but not wholly devoid of that classic Disney magic. Set during Halloween at some unspecified time, it focuses on what happens to a pair of small-town young boys (Vidal PetersonandShawn Carson) who discover that the carnival that has come to town is being led by a devilish, otherworldly ghoul named Mr. Dark (a youngJonathan Pryce), who has come for the souls of the townspeople. It’s pretty heady stuff, with Pryce’s velvety Lucifer conning and seducing each of the damaged citizens. Equal parts “Monkey’s Paw” andNeedful Things, it has a super scary vibe, especially as the kids start to uncover what happens to the townsfolk who give into Mr. Dark’s temptations. (There’s also a really creepy sequence with a weird time machine carousel.)
The production was, apparently, a nightmare, with Disney spending millions of dollars after the fact to try to quicken the movie’s pace and add more dynamic visuals. But it’s something of an underseen classic, full of powerhouse acting (there’s an amazing sequence where Pryce is tauntingJason Robards, offering to turn back the clock while ripping pages out of a book) and clever special effects. (And for a movie with so many problems, it’s hard to see the seams.) If you’ve never seen it, add it to your Halloween programming this year. You’ll wonder where it’s been all your life.
“Frankenweenie” (1984)
WhenTim Burtonworked at Disney he was, unquestionably, bored to tears. So instead of animating cuddly animals (as he was tasked to do withThe Fox and the Hound), he focused on things that really interested him, like an oddball stop-motion short narrated byVincent Price, a potential holiday special about the spirit of Halloween invading Christmas, and “Frankenweenie,” a half-hour-long film about a young boy who brings his beloved pet Sparky back from the dead. (Sparky is a bull terrier and not a dachshund, just so we’re clear.) Burton’s film, which was shot in black-and-white, was totally mystifying to Disney brass, who promptly fired him after its completion. (It was intended to screen in front of a re-release ofThe Jungle Book; it was ultimately not released until Burton’s continued success made a VHS release possible in 1992.)
And honestly, it’s easy to see Disney’s anxiety: the movie is super weird and creepy from the start and Sparky’s death, while not graphic, remains very upsetting. (His resurrection is just as odd, especially since the dog has patches of other dog fur meaning the kid dug upotherpets and mutilated them?) Burton’s heightened direction, full of dramatic angles and exaggerated art direction, and the actors’ purposefully stilted performances add to the horror-movie aura. Burton would return to the material years later for a stop-motion feature, and while that film was super charming and fun (the twist that other kids bringtheirdead pets back was a great addition), it wasn’t as powerful (or as powerfully scary) as the live-action original.