It’s easy to think of all children’s movies as being sugar-coated fantasies, or lightweight stories that teach a few good lessons before a happily ever after.

But there’s a long tradition of of children’s stories that explore the darker side of life. In Hans Christian Anderson’s original version of The Little Mermaid, the aquatic heroine doesn’t live happily ever after with her beloved prince. Instead she watches him marry another woman, tries to drown herself, and transforms into an ethereal spirit. The Brothers Grimm stories, many of which were adapted by Walt Disney, are shockingly violent; Hansel and Gretel are force-fed by an evil witch so as to make a better meal and Rumpelstiltskin becomes so angry at having his name revealed that he tears himself in two.

So it’s not without some precedent that a few children’s movies are far scarier than you’d expect. So get ready to relive your worst childhood nightmares with this list of the 15 Children’s Movies That Are Actually Terrifying.

15. Coraline (2009)

coraline 15 Childrens Movies That Are Actually Terrifying

This ominous stop-motion-animated film is based on Neil Gaiman’s children’s book about an adventurous young girl named Coraline whose life is turned upside down when her workaholic parents move from Michigan to Oregon. Moving away from everything you’ve ever known is an overwhelmingly sad and scary event that most children can relate to, which makes Coraline such a familiar and frightening story. Soon after, she discovers an idealized place called The Other World, where everything seems better and she’s showered with love and affection from her Other Mother and Father (who really just want to steal her away forever).

As directed by The Nightmare Before Christmas mastermind Henry Selick, Coraline is full of menacing stop-motion visuals that are a terrifying complement to the emotionally bruising story. The fact that everyone in The Other World has buttons for eyes is disturbing enough but Coraline’s joy at meeting her loving Other Mother and Father underscores just how desperately sad and lonely the imaginative young girl is. Even though everything ends well, this kids’ movie packs a seriously scary punch.

14. All Dogs Go to Heaven (1989)

AllDogs 15 Childrens Movies That Are Actually Terrifying

The title of this animated film from Don Bluth says it all. In the first ten minutes Charlie B. Barkin, a scheming German Shepherd, is killed by a rival gangster bulldog named Carface. What follows is a hallucinatory sequence that finds the charmingly scruffy Charlie ascending to Heaven, flirting with an angelic whippet, and spluttering back to life with the words “You can never come back” ringing in his ears. If you hadn’t thought about what happens after you die, this movie triggered some serious conversations.

As if seeing Charlie die and resurrect wasn’t scary enough, the spectre of his death looms over us in the form of a watch that counts down the minutes of his life and is in constant danger of being broken. Eventually Charlie and his best dachsund pal Itchie befriend a young orphan who can talk to animals and plot to steal her winnings to get revenge on Carface. And then the sweet street urchin contracts pneumonia after a traumatic encounter with a massive alligator. She’s eventually saved by a selfless Charlie, who regains his spot in Heaven–a bittersweet ending to this macabre children’s story.

13. The Secret of NIMH (1982)

NIMH 15 Childrens Movies That Are Actually Terrifying

In 1971 Robert C. O’Brien published a children’s book about a widowed field mouse named Mrs. Frisby who lives on a farm and seeks the aid of her late husband’s colleagues, a group of highly intelligent former lab rats, in moving her family before the harvest season begins. It’s a startlingly grown-up story of science experimentation, societal divisions, and survival that was based on actual research done in the 1940s and 1960s at the British National Institute of Mental Health.

So naturally Don Bluth adapted it as his very first animated film, adding some comic relief in the form of a scatterbrained crow but keeping many of the story’s darker elements. Mrs. Frisby’s son Timothy is extremely sick with pneumonia and teeters on the edge of death throughout the film, endangering the complex plan to move their rock out of the way of the plow. And a scene in which a group of rats slip Dragon, the farmer’s cat, sleeping powder is nail-bitingly suspenseful even as an adult. Though friendship and ingenuity eventually save the day it’s a perilous journey for Mrs. Frisby, her family, and us.

12. Watership Down (1978)

WatershipDown1 15 Childrens Movies That Are Actually Terrifying

An animated movie about rabbits should be fun, carefree, and perfect for kids. But not if it’s based on Richard Adams’ award-winning novel about a group of rabbits who leave their colony and set off through the forest to a mythical land known as Watership Down.

In this animated film from director Martin Rosen, the brave Hazel and his intelligent seer brother Fiver lead a group of rabbits through all manner of hardship and horror as they seek refuge from Fiver’s vision of the destruction of their home. Snares are a constant threat, especially when one leads them to a colony where it quickly becomes apparent that Hazel and his group are being used as bait by the more crafty rabbits. Even when they reach the fabled Watership Down, there are no does. There’s nothing more existentially scary than finally getting what you wished for and realizing it’s not at all what you thought it would be, a sad truth the rabbits learn over and over again. Their climactic stand against the tyrannical General Woundwort, who runs an overcrowded sanctuary, is the stuff of our childhood nightmares.

11. Pee-Wee’s Big Adventure (1985)

PeeWee1 15 Childrens Movies That Are Actually Terrifying

Quick – what do you think of when someone mentions Pee-Wee’s Big Adventure? Chances are good it’s not Pee-Wee (Paul Reubens) sneaking across the border dressed as a woman or holding forth in a basement for hours poring over evidence related to his missing bike. No, it’s the frightening face of Large Marge that haunts your dreams; the hellish image of demonic clown doctors laughing as Pee-Wee’s beloved bike is torn apart; or maybe even the horrifying moment Francis’ trick gum kicks in. Such is the traumatic genius of Tim Burton’s directorial debut, which followed the outrageous adventures of everyone’s favorite bow-tied man-child as he sets off to find his stolen bike.

There’s no other director who could have pulled off Pee-Wee’s mix of whimsical wonder and horrific comedy, which proved so influential to a generation of misfits and outsiders. Danny Elfman’s score provides just the right amount of tension and suspense to the malevolent on-screen action, especially in the aforementioned demonic doctor scene. It’s a certified childhood classic that terrifies us even today.

10. Bambi (1942)

Bambi 15 Childrens Movies That Are Actually Terrifying

Disney movies are usually some of the first films we see as kids, and Bambi is often cited as the one that sticks with children long after the credits roll. Walt Disney branched out from his comfort zone of fantasy films like Snow White and the Seven Dwarfs and explore a more naturalistic style for the story of a young deer who is destined to become the Great Prince of the Forest.

But before the happy ending comes, there’s horror – lots of it. The death of Bambi’s mother at the hands of a hunter is as shocking as it is heartbreaking, and for many of us it was our first realization that life can be over in the blink of an eye. Even though his father was there to comfort him, Bambi, like so many children, had a special relationship with his mother and the loss cuts deep. The fire at the end of the film, another sign of man’s disregard for nature, is a chilling image that lingers despite Bambi’s great escape.

9. Willy Wonka and the Chocolate Factory (1971)

willywonka 15 Childrens Movies That Are Actually Terrifying

Director Mel Stuart’s musical adaptation of Roald Dahl’s 1964 novel about a poor boy who wins a ticket to the world’s most fantastic chocolate factory is a feast of nightmarish imagery, scenarios, and characters. It starts off innocently enough with Charlie improbably winning a Golden Ticket to the opening of the mysterious candy wonderland, but as soon as a purple-suited Willy Wonka (Gene Wilder) does a tuck and roll on the red carpet it’s obvious nothing is as it seems.

Do you still shudder at the creepy crawly bugs and insects that line the walls of the infamous boat ride? Or recoil at the chocolate-smeared face of Augustus Gloop as he gets sucked up into a tube to who knows where? And don’t forget about the creepily choreographed Oompa Loompas. Everything about Wonka and his fluorescent funhouse of a chocolate factory feels wrong, as if Wonka isn’t really an adult, but just a bunch of little kids hiding under a jacket pretending to be a grown-up.

8. The Lion King

Lion King Original Ending Scar Fire 15 Childrens Movies That Are Actually Terrifying

Oh, Simba. Like Bambi, you were growing up so carefree and innocent. You were destined to rule the African pridelands until your evil uncle Scar murdered your father after inciting a stampede and blamed you for it. And then you believed him.

There’s a surprising amount of psychological manipulation at work in The Lion King, which makes sense since the screenwriters took inspiration from Shakespeare’s family dysfunction epic Hamlet. Simba, desperate for answers in the wake of Mufasa’s tragic death by stampede, takes the only ones given to him. Of course his sad self-exile ends and he returns to avenge his father, but not without a fight. The once and future king’s showdown with Scar is a brutal and fierce battle that rivals anything seen in an actual nature documentary. In close second place are the trio of vicious hyenas, whose helium-pitched voices are like nails on a chalkboard – shiver.

7. The Dark Crystal (1982)

DarkCrystal 15 Childrens Movies That Are Actually Terrifying

Four years before he convinced us it’d be really fun to live in a labyrinth with goblins and David Bowie, Jim Henson and artist Brian Froud scared us silly with The Dark Crystal, an apocalyptic story of a world out of balance filled with ominous and otherwordly creatures. Jen is a young and innocent Gefling living with the peaceful Mystics who sets out on an epic quest to heal the world by finding the missing shard of the powerful and mysterious crystal.

Along the way Jen meets plenty of strange and unusual folk but it’s the villainous, bird-like Skeksis who have haunted us ever since. They bury their frail, skeletal bodies under decaying rags and soiled finery, and their high-pitched yelps and shrieks only add to their nightmarish ugliness. Who decided it was a great idea to have a children’s movie in which the bad guys literally suck the life out of their helpless enemies?

6. Return to Oz (1985)

ReturnToOz 15 Childrens Movies That Are Actually Terrifying

When a movie begins in a mental institution things can only downhill from there, which is why Return to Oz is definitely one of the scariest, we-can’t-believe-this-was-made-for-kids movies on our list. Fairuza Balk stars as Dorothy, who, six months after her first trip over the rainbow is sent to a psychiatric ward to receive electroshock therapy. Yes, you read that correctly.

Things start to get really scary after an epic thunderstorm brings her and her chicken Billina back to Oz, where everything we knew and loved has been essentially destroyed.  There’s the misshapen Wheelers, who race around a crumbling Emerald City terrorizing Dorothy (and us) with their maniacal cackling and metallic-streaked faces. And the fact that the Tin Man and Cowardly Lion have been turned into stone. Topping it all off is Princess Mombi, a beautiful and vain sorceress who cuts off people’s heads and wears them as her own. Many people say this ultra-dark continuation of Dorothy’s adventures in Oz is actually closer to the spirit of L. Frank  Baum’s original novels.

5. Who Framed Roger Rabbit? (1988)

RogerRabbit 15 Childrens Movies That Are Actually Terrifying

This live-action fantasy comedy from director Robert Zemeckis the kind of movie where half the jokes go over your head as a kid but the violence stays with you forever. The film follows Eddie Valiant (Bob Hoskins), a washed-up private eye in 1940s Los Angeles who gets drawn into a murder investigation that involves sexy Patty Cake, a missing will, and seemingly every cartoon character known to man.

Though we may not have understood it at the time, there’s a deep sadness to Eddie, who finds refuge at the bottom of a bottle after his brother is killed by a crazy-eyed toon. But it’s Christopher Lloyd who we can thank for traumatizing our childhoods as Judge Doom, the political dealmaker with a noxious toon-killing concoction known as The Dip. When he’s revealed as the looney-tunes murderer Doom’s toonicide seems all the more shockingly violent. We still tear up thinking about the poor squealing oxford who goes to the great shoeshine stand in the sky.

4. The Care Bears Movie (1985)

CareBears 15 Childrens Movies That Are Actually Terrifying

A movie about the cute and colorful Care Bears should have been fun and uplifting, right? After all, the movie’s main reason for even being made was to be a feature-length ad for the color-coded, cloud-skipping bears. But someone forgot to tell the producers that and instead we got this chilling tale of about the destructive power of isolation and loneliness.

Just like how Return to Oz started off in a place that didn’t exactly suggest puppies and rainbows, The Care Bears Movie begins in an orphanage. Sad orphans Kim and Jason eventually befriend the helpful Care Bears but it’s Nicholas, the bitter magician’s assistant, who needs the most help, since he’s been corrupted by a powerful spell book that allows him to wreak havoc and make himself feel important. For a kid, a demonic talking book who turns people into power-mad tyrants is the kind of thing that stays with you for a long time.

3. Watcher in the Woods (1980)

Watcher 15 Childrens Movies That Are Actually Terrifying

It’s hard to believe but this supernatural thriller was actually toned down from the 1976 novel that inspired it. At one point before filming began, producers actually thought they might have a teenage version of The Exorcist on their hands, until Disney stepped in and took things in a more PG direction. Even so, it’s still plenty scary, mainly thanks to 76-year-old Bette Davis’ role as Mrs. Aylwood and a spooky plot that revolves around the mysterious disappearance of her daughter three decades ago.

Things don’t seem quite right from the very start, when sisters Jan (Lyn-Holly Johnson)and Ellie (Kyle Richards) move with their family to a remote manor and the wizened Davis mentions that Jan looks like Karen, her long-lost daughter. Then there’s the weird trances that Jan keeps falling into, and the creepy blue lights that appear in the woods. Names spelled backwards are never not creepy, so when Jan names her puppy Nerak (Karen in reverse), the scare meter goes off the charts. By the time the solar eclipse hits and Jan, Ellie, and Mrs. Aylwood have realized that Karen switched places with an alien known as the Watcher, we were hiding behind the couch.

2. Where the Wild Things Are (2009)

Where the Wild Things Are Max and Goat 15 Childrens Movies That Are Actually Terrifying

Maurice Sendak’s beloved novel Where the Wild Things Are is all about the anger and pain that often defines childhood. Grown-ups talk down to you or, even worse, ignore you altogether. It’s easy to feel like there’s no one out there who understands you and that it’d be better to just run away altogether.

Spike Jonze captures these turbulent emotions and more in this live-action adaptation that follows the imaginative but impulsive Max (Max Records) as he sails to a distant land and crowns himself King of the Wild Things. We understand his wolf costume is less about startling others and more about protecting himself. The fantastic creatures, brought to life by the Jim Henson Creature Shop, are as frightening as they are magical. Carol, the most unpredictable of the Wild Things, throws tantrums that are goosebump-inducing, and even though it’s just sand that spills everywhere when he rips Douglas’ arm off we instinctively covered our eyes anyway.

1. The Neverending Story (1984)

Neverending 15 Childrens Movies That Are Actually Terrifying

Few movies terrified as many children as The Neverending Story, a relentlessly bleak fantasy filled with death and destruction. More than one character openly questions the meaning of their existence, which is a bit heavy for kids who are still years away from learning about nihilism.

We felt for Sebastian as he was chased down an alley by a bunch of petty bullies. We winced as the rock giant admitted he and his family were starving because the rocks have all turned to glass. But nothing compares to the creeping terror of watching the mighty Atreyu (Noah Hathaway) and his loyal horse Artax try to cross the Swamps of Sadness. It’s a devastating scene that scarred our young minds forever with the image of a mud-covered Atreyu desperately pleading with Artax to fight the swamp’s despair. But the worst was still to come in Atreyu’s fateful encounter with Gmork, the wolf summoned by the Nothing to kill Fantastia with cynicism and disbelief. It’s a philosophical TKO that left us battered, bruised and questioning everything.

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