10. Fun and Fancy Free

"What diabolical thought is being hatched in the fevered brain of this poor, demented duck?"

Let's start with a mildly twisted scene that few people probably remember. In Fun and Fancy Free, we're introduced to Mickey, Goofy, and Donald as a trio of poor farmers in a cursed valley. We watch as Mickey serves dinner - a few paper-thin slices of bread followed by a single bean divided three ways. Mad with hunger, Donald actually tries to eat a "sandwich" made of plates and cutlery until Mickey and Goofy calm him down. He claims to be all right...until he notices the axe on the wall. And hey, there's a moo-cow right outside, isn't there? That's when he gets the look depicted up above. The next time Mickey glances up, he sees that the axe is, ah, no longer on the wall. And Donald's no longer in the house. "Donald! No! NO!" Mickey cries, and we cut to Donald creeping up the hill outside, holding the axe behind his back as he approaches the wide-eyed cow. "Nice bossy, bossy," he giggles. "Nice old cowsie-wowsie..." His eyes suddenly blaze red as he swings the axe high and bolts towards her, screaming maniacally.

Don't worry, Mickey and Goofy stop him in time. But yes, we've just witnessed a GOOD guy go bat-shit insane and try to slaughter the farm's milking cow with an axe. True, true, it would have been a slightly more disturbing scene if Donald had gone after Mickey and Goofy instead, but I don't think Disney was willing to go quite that far...

9. Sleeping Beauty

"Now shall you deal with me, O Prince, and all the powers of HELL!"

Until Sleeping Beauty, Disney princes really didn't have to do much other than stroll around looking charming. The challenge was heightened just a bit for Prince Phillip. After escaping the dungeons of the evil sorceress Maleficent, Phillip races on horseback towards King Stefan's castle. Well, Maleficent is really not having any of this. She conjures up a bramble forest directly in Phillip's path, but the prince manages to slash his way through it.

Now she's really pissed.

Turning herself into a gigantic dragon seems to be the answer. A dragon who, incidentally, can spew fire capable of destroying a stone bridge. (Yikes.) The battle doesn't go particularly well for our prince, especially once he loses his shield. Therefore, Maleficent seems rather surprised when Phillip flings his sword at her and scores a direct hit. The animators didn't scrimp on the blood either; it really comes gushing out. Impressive. With a scream of defeat, the dragon tumbles off the cliff (I'm still not certain how Phillip managed to get out of the way), and all that's left at the bottom of the ravine is the sword...embedded in Maleficent's tattered robes.

8. The Hunchback of Notre Dame

"I had a little trouble with the fireplace..."

Surprisingly, when Disney chose to make an animated version of Victor Hugo's classic novel, they did not completely gloss over Judge Frollo's lecherous infatuation with the gypsy Esmerelda. This is most apparent during the "Hell Fire" sequence, where Frollo is taunted by fiery visions of Esmerelda's voluptious figure. As he clutches her scarf, the judge sings of how his burning desire is turning him to sin. (Let's just stop for a moment and contemplate the fact that a song called "Hell Fire" made it into a Disney film.) In addition to visions of Esmerelda, Frollo is also tormented by apparitions of shrouded, red-robed clergymen, surrounding him on all sides as they chant, "Mea culpa!" The song gets darker as it goes along, and while the concept will most likely go over the heads of any children watching, it's still rather shocking that the song ends with the following lyrics:

Hell fire, dark fire
Now gypsy, it's your turn
Choose me or your pyre
Be mine or you will burn!
God have mercy on her
God have mercy on me
But she will be mine
Or she...will...BURN!

...eep.

7. Pinocchio

"Good night, my little wooden goldmine."

Pinocchio learns the hard way that Stromboli isn't quite the business manager a young marionette might want. After laughing a bit too hard over Pinocchio's naive assumption that he is free to go home and come back in the morning, Stromboli hurls the wooden boy into a hanging birdcage. "There!" he bellows, attaching a padlock to the door. "THIS will be your home...where I can find you always!" He has no patience for Pinocchio's protests, announcing that they're leaving that very night to tour the world. (His little dance when he mentions Constantinople, incidentally, features far more butt jiggling than I ever wanted to see from Stromboli.)

"You will make lots of money...FOR ME! And when you are growing too old," he continues, stroking an axe, "you will make good FIREWOOD!" He flings the axe into a bin of wood, and it strikes the remains of a poor, grinning marionette, which is apparently past its prime.

After bidding Pinocchio good night, Stromboli slams the door shut, extinguishing the lantern and leaving Pinocchio imprisoned in darkness.

Here's the thing - not only has Stromboli kidnapped and imprisoned a little boy (whom he has promised to eventually chop into pieces)...he has kidnapped and imprisoned a little boy who has technically been alive for less than 24 hours. Welcome to the world, Pinocchio.

6. The Adventures of Ichabod and Mr. Toad

"Once you cross that bridge, my friends..."

Ichabod Crane, the gawky new school teacher in Sleepy Hollow, is inexplicably a ladies' man. (Must have been that Bing Crosby voice of his.) His decision to court the lovely Katrina Van Tassel, however, sparks the jealousy of the rambunctious Brom Bones. During the annual Halloween Frolic, Brom sings the tale of the Headless Horseman, playing on Ichabod's fear and superstitions. When the poor school teacher rides home through the woods (which seem more and more haunted each step of the way), he falls into a state of panic, convinced that the Horseman is after him. When he finally discovers that the sound of "hoof beats" is actually coming from a group of cattails thumping against a hollow log, he and his equally gawky horse fall into a fit of laughter. That is until a third party starts laughing along with them. Ohhh, that's not good. Yep, there's the Headless Horseman atop a huge black steed, brandishing a sword in one hand and a flaming jack-o-lantern in the other. An intense chase scene ensues, and eventually Ichabod makes it across the fabled bridge which the Horseman cannot cross. In a final moment of ghostly glory, however, the Horseman hurls the flaming jack-o-lantern at Ichabod.

The next morning, all that can be found is Ichabod's hat and pieces of a shattered pumpkin. The school teacher is never seen again. Of course, rumors persist that he's living comfortably in the next town with a wife and kids, but no one really believes that...everyone knows he's been spirited away by the Headless Horseman.

Bit morbid, huh? A Disney movie ending with the death/disappearance of the main character? You do have to wonder, though. Kinda coincidental that the Horseman would show up right after Brom had sung about him. And the black steed sorta looked like Brom's horse, now, didn't it? And Brom was looking for a way to get rid of Ichabod so he could marry Katrina, wasn't he? I dunno. Regardless of all this, I still really believe that the Headless Horseman was real. Maybe it's because I've always been fond of ghosties and ghoulies.

5. Mickey's Christmas Carol

"Spirit...whose lonely grave is this?"

I'm cheating a bit on this one, given that Mickey's Christmas Carol wasn't technically a feature. But it can hardly be argued that this scene isn't a tad dark, and therefore it's worthy of a place on this list.

In this retelling of the Charles Dickens classic (and it's one of the better retellings, might I add), Scrooge winds up in the graveyard with the Ghost of Christmas Yet To Come. After realizing that Tiny Tim will die in the future (and feeling pretty crappy about it), Scrooge notices an open grave. He glances inside and asks fearfully whose it is. The ghost pulls back his shroud, revealing Black Pete. (You know him. He's this guy.) "Why yours, Ebenezer!" he says. "The RICHEST man in the cemetery!" He slaps Scrooge hard on the back, knocking him into the grave...which, incidentally, is a lot deeper than 6 feet. The frantic Scrooge, who has managed to catch hold of a root, looks down as the coffin lid creaks opens by itself, revealing what can only be described as the flames of hell.

While trying to escape, Scrooge cries out that he'll change. In the meantime, the flames are growing ever higher, and the ghost is enjoying a good guffaw (and such an evil cartoon laugh it is, too) while leaning on Scrooge's tombstone and smoking a cigar. Eventually the root breaks and Scrooge goes tumbling down into the fiery coffin.

Not to worry - he wakes up just in time. All is well. It's no matter that HELL just tried to claim Scrooge while Black Pete laughed maniacally about it. Really. It's all good.

4. Bambi

"Your mother can't be with you anymore."

It's one of the most infamous scenes in Disney lore. A cute little baby deer is out with his mother in the meadow, feasting on a bit of new spring grass. He doesn't notice as his mother's head snaps up, her wide eyes darting around. She suddenly urges him to run, and the two of them race across the meadow towards the thicket.

We hear two shots during their mad dash. The second comes just as Bambi makes it to the thicket. He hurries into the cave that he and his mother have been nesting in all winter and announces, with happy relief, that they made it.

Except that his mother never appears.

Now they really torture us, making us watch as the baby deer leaves the cave and walks through the snow, calling out for her. He stops dead in his tracks as he notices a full-grown buck right in front of him (his deadbeat dad who has just NOW decided that this is a good time to be part of his son's life). "Your mother can't be with you anymore," he says.

Now look at that still shot up above.

Yeah.

What the HELL did Disney just do to us?

(Let's try not to think of Bambi's mother's head, stuffed and mounted on a wall somewhere.)

3. Snow White and the Seven Dwarfs

"Now begin thy magic spell."

There is something phenomenally creepy about the transformation of the queen into the hag, even beyond the obvious. I think what always bothered me when I was a kid is that shortly after she drinks the potion, she really seems to have an "oh shit" moment, where she realizes she probably shouldn't have done this. The chalice drops from her hands and shatters on the floor, and she clutches at her own throat. The room begins to swirl and spin, the music grows intense, and we don't even feel as though we're in the dungeon anymore, but rather some intangible "otherwhere".

Interestingly enough, we're only allowed to witness two of the physical transformations: her long, black hair turning white and her hands twisting into something almost skeletal (indeed, when the lightning strikes, we can see right through them to the bones beneath). When I was young, I was more disturbed by the warping of her hands than by anything else. It has something to do with her somewhat fearful cry of, "Look! My hands!", which adds to the feeling of "Hmmm, was this a mistake?"

When her voice grows decidedly hag-like, however, she suddenly seems quite pleased with herself, almost as though an entirely different persona has taken over. The transformation is now complete - she has become a stoop-shouldered, hideous crone with a wart or three.

I'm really not sure why she thought this was such a good idea - I mean, she didn't exactly make sure that there was a potion which would successfully turn her back. And let's think about why she did this - the entire disguise was "necessary" because she wants to kill Snow White for the outrageous faux pas of being prettier. Oh oh oh...by the way, this scene came after the queen asked her huntsman to kill Snow White out in the woods and return with the princess's heart in a box. Yikes.

The question begs to be asked, though, why did Snow White willingly eat an apple given to her by a terrifying, black-cloaked old hag who repeatedly rubbed her hands together and who was not at all trusted by the cute forest animals? Really.

2. The Lion King

"Long...live...the king!"

In this fuzzier version of Hamlet (with a decidedly happier ending and minus the Oedipal complex), the evil, usurping Scar plans to become king by getting rid of his brother Mufasa and pesky nephew Simba. An orchestrated wildebeest stampede through the gorge seems the best way to do this. Mufasa, however, manages to rescue Simba from being trampled and seems well on his way to escaping the gorge himself...at least until Scar appears. With a particularly wicked "Long...live...the king", Scar tears into his brother's paws and flings him off the cliff side, sending Mufasa screaming down to his death.

But wait, it gets worse.

Simba, who has witnessed his father's death (can we talk about lifelong trauma?) but has somehow missed the fact that Scar caused it, goes searching the gorge after the stampede is over. He finds Mufasa's body and tries to convince himself that his father is still alive by tugging on his ears and urging him to get up and come home. Then he calls for help, which doesn't come. He begins to cry and cuddles up beneath Mufasa's giant paw. (Yeah, thanks for just RIPPING our hearts out and drop-kicking them across the room.)

But wait, it gets worse.

Scar eventually shows up and whispers the single most sickening thing he could possibly say at this moment.

"Simba...what have you done?"

You BASTARD.

But wait, it gets worse.

After informing Simba that, "...the king is dead, and if it weren't for you, he'd still be alive", Scar tells the cub to run away and never return. Simba, petrified, takes off. And just when you think it isn't possible to harbor any more hatred for this villain, in walk his three hyenas. Scar, still staring after his young nephew, utters, "Kill him."

I don't think I really need to add anything to this. True, Simba is NOT killed, and he returns as a full-grown lion to confront Scar and take his place as king, while Scar is ultimately ripped apart by his own army of hyenas. (Yay!) But even that doesn't make up for the intense, "holy shit" sensation that accompanies Mufasa's horrible death.

1. Pinocchio

"Where'd all the donkeys come from?"

Did you really not see this one coming?

Pleasure Island is the stuff of which nightmares are made.

You're in for a long haul here...you might want to turn back now...

Let's begin at the Red Lobster Inn, where Honest John and Gideon are meeting with a heavyset old Brit known only as "the Coachman". He has a deal for the two con artists - he'll pay them to round up wayward little boys, whom he will then take to the notorious Pleasure Island. It's now that we are given a very vague but petrifying taste of what this island has in store. "They never come back," says the Coachman, "AS BOYS!" His grinning, red, demonic face fills every inch of the screen, and even the ultra-sleazy Honest John and Gideon cling to each other in a panic.

Pinocchio is rather unwittingly swept away to Pleasure Island, but revels in its lawlessness once he gets there, discovering that it's kinda fun to be bad. The place is packed with rambunctious boys who are free to drink, smoke, gamble, vandalize, and pretty much anything else for which they would normally get into trouble. They fail to notice the Coachman ordering the carnival's huge wooden gates to be closed...and who closes them? Ghoulish figures who are essentially living shadows with yellow, glowing eyes. Because this entire sequence wasn't creepy enough.

Skipping ahead an hour or so into the night, we are greeted with a mysteriously deserted Pleasure Island, save for Pinocchio and his new "friend" - a snarky punk called Lampwick - who are shooting pool in a small saloon. After trying vainly to urge Pinocchio off the island (and getting heartily mocked by Lampwick in the process), a furious Jiminy Cricket storms off. Once on the wharf, he discovers scores of braying donkeys in crates, all destined for salt mines or circuses.

Oh yes, and then there's the pen of additional donkeys over on the side of the wharf. Donkeys who are inexplicably wearing coats, hats, and other articles of clothing. These donkeys can't be crated yet. Because they can still speak. Because they can still beg to be returned home to their mothers.

It now dawns on Jiminy that Pleasure Island is one seriously fucked up joint.

I won't linger here on the Coachman's unspeakable, sadistic cruelty. We'll just leave this scene with his last line of dialogue..."You boys have had your fun - now PAY for it!"

Now let's go back to Pinocchio and Lampwick, who are still engaged in their game of pool. The scene starts out almost morbidly funny. After taking a swig of beer, Lampwick suddenly sprouts a pair of donkey's ears and a tail, of which he is completely unaware. Pinocchio, who just sort of gapes at this, tosses away his own beer and cigar.

Eventually the oblivious Lampwick turns back to Pinocchio, revealing a grinning donkey's face. Pinocchio, not yet aware of the horror here, bursts out laughing. The laugh, however, suddenly turns into a sound that isn't quite...human. Lampwick is quick to make fun of this, at least until his own laugh morphs into a distinct "hee-haw".

This is where all trace of humor vanishes.

Lampwick rushes to a mirror and discovers what has happened to him...and what is still happening to him. Panicked, he races back to Pinocchio and grabs the marionette's suspenders, begging for help. Then we watch as his hands warp slowly into hooves...incapable of grabbing anything anymore. He backs up, and the rest of the transformation is seen only through shadows, which (oddly enough) is somehow more intense and unsettling. He screams for his mother, a sharp contrast from the slick, independent kid as he had originally presented himself. And then he can no longer speak at all. The frame moves from his shadow to the braying little donkey in human clothes. He goes completely berserk as he races around the room, destroying the mirror, the furniture, everything.

Pinocchio, hiding behind a chair, can only watch in stark terror. And then he feels his own ears morph into those of a donkey's.

Okay. First of all, if you've actually read all this, I applaud you. Second of all, let us add to the truly disturbing nature of this sequence: the donkeys (who clearly maintain human minds) are not rescued. The donkeys are never turned back into boys. The Coachman never paid for his barbarous crime. So despite Pinocchio's escape and eventual transformation into a real boy, evil prevailed on Pleasure Island.

It seriously makes me want to write a piece of fan fiction in which Pinocchio and Jiminy infiltrate the salt mines and the circuses, rescue the donkeys, and then employ the powers of the Blue Fairy to turn them back. NO ONE can actually argue that these boys deserved so hideous a fate...I don't care if they wanted to be bad for a night.

(Incidentally, the Coachman is voiced by Charles Judels, who also lent his voice to Stromboli. Apparently the man not only had a gift for accents, but also for voicing utterly sadistic characters.)