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.

16 Movies That Almost Starred Al Pacino

Steve Wood/Getty Images
Steve Wood/Getty Images

Though he’s often been called one of the greatest actors of his generation, Al Pacino will no doubt be remembered as one of the greatest actors of all time. After making his movie debut opposite Patty Duke in 1969’s Me, Natalie, Pacino would go on to become one of the most seminal figures in the “New Hollywood” movement of the 1970s (the pre-blockbuster era in which the counterculture became the mainstream) with starring roles in The Godfather trilogy, Scarecrow, Serpico, Dog Day Afternoon, Bobby Deerfield, and …And Justice for All.

Though he’s racked up more than 50 credits in his 50-year career, Pacino has also turned down plenty of roles (including several in truly great movies). When asked about his track record for saying no in 2013, Pacino explained, “I’m not a very good judge of what’s good.” Here are 16 roles that could have been.

1. The Gang That Couldn't Shoot Straight (1971)

Super-producer Robert Evans needed to call in a lot of favors to get Pacino out of the commitment he had made to playing Mario in James Goldstone’s Mafia comedy. The reason for the change of heart? Two days after agreeing to the part, he was offered the role of Michael Corleone. Eventually, Robert De Niro played the part that was meant for Pacino.

2. Lenny (1974)

In 2010, Pacino told Larry King that turning down the title role in Bob Fosse’s Lenny Bruce biopic is one of his biggest regrets. Though he didn’t originally think it was for him, after seeing a comic perform live, “I suddenly saw what I would want to do with this part.” At that point, it was too late—though Pacino calls Dustin Hoffman’s Oscar-nominated performance in the part “amazing.”

3. Star Wars (1977)

For years, rumors have swirled about the many actors who turned down the role of Han Solo, opening the path for Harrison Ford to make it his own. In 2013, Pacino spoke out on why he passed on the part, telling a crowd during a Q&A, “Star Wars was mine for the taking but I didn’t understand the script.”

4. Close Encounters of the Third Kind (1977)

Speaking of classic sci-fi flicks that Pacino declined, Steven Spielberg had a host of actors on his wish list before offering the role to Richard Dreyfuss—Steve McQueen, Dustin Hoffman, Jack Nicholson, Gene Hackman, James Caan, and Pacino among them.

5. Slap Shot (1977)

In Al Pacino, journalist Lawrence Grobel’s extended interview-turned-semi-autobiography of the actor, Pacino cites Slap Shot as a movie he still wishes he had been able to make. “But because George Roy Hill was doing it, I couldn’t do it,” he explained.

“I should have made that movie. That was my kind of character—the hockey player. Paul Newman is a great actor, it’s not a matter of that. I read that script and passed it on to George Roy Hill that I wanted to talk to him about it, and all he said was, ‘Can he ice skate?’ That’s all he was interested in, whether I could ice skate or not. That was a certain kind of comment. He didn’t want to talk about anything else. It was like he was saying, 'What the hell, it could work with anybody.’ The way in which he responded said to me he wasn’t interested.”

6. Days of Heaven (1978)

In Grobel’s book, Pacino cites Days of Heaven as one of the roles that he was truly conflicted over, saying, “I love Terrence Malick, and I love the picture.” According to Peter Biskind’s Easy Riders, Raging Bulls, Dustin Hoffman also turned down the lead, which eventually became a breakthrough role for Richard Gere.

7. Coming Home (1978)

Alongside Days of Heaven, Pacino also told Grobel that saying no to the lead role in Coming Home (the role that won Jon Voight an Oscar) was a tough call. But he had his reasons. “I was hoping to make Born on the Fourth of July at that time,” he said. “It was too close.”

8. Born on the Fourth of July (1989)

Do the math and it’s pretty obvious that the version of Born on the Fourth of July that Pacino was hoping to make back in the late 1970s was a bit different from the late 1980s film that earned Tom Cruise his first Oscar nomination. Yes, Oliver Stone was still involved, but only as the screenwriter. William Friedkin was set to direct, but when he dropped out, Pacino wanted out, too. “I had an interest in making it with Billy,” Pacino says in Al Pacino. “So, suddenly, Friedkin is out of the picture—now what? I wasn’t going to make that movie.”

9. Kramer vs. Kramer (1979)

Pacino didn’t even have to read the script for Robert Benton’s Oscar-winning divorce drama to know it wasn’t right for him. “There were times in my life when I didn’t even read what was being offered me,” he told Grobel. “Sometimes I can smell something that’s not right for me … I had a feeling it was not for me … I didn’t feel, at this point, it would be useful.” (Dustin Hoffman won his first Oscar playing the role of Ted Kramer.)

10. Apocalypse Now (1979)

After two successful Godfather go-arounds with Francis Ford Coppola, Pacino knew enough about the director’s work habits to know that he would not be a good fit to play Willard (Martin Sheen’s part) in Apocalypse Now. “I know what this is going to be like,” Pacino told Coppola. “You're going to be up there in a helicopter telling me what to do, and I'm gonna be down there in a swamp for five months.” Pacino balked at the idea of five months of shooting, but the film actually took 16 months to be completed.

11. First Blood (1982)

Based on David Morrell’s 1972 book, and optioned quickly, First Blood is one of those movies that had a number of director-star configurations attached before finally making it into production. Martin Ritt wanted Paul Newman to do it, Sydney Pollack wanted Steve McQueen, and by 1975, Martin Bregman was attached with Pacino to star as John Rambo, when it was a much different movie. “People would have understood the character, but they wouldn’t have had empathy,” original screenwriter David Rabe explained in Douglas Robinson’s book, No Less a Man: Masculist Art in a Feminist Age. “There is a kind of violence that excites an audience and makes them feel that it’s a lot of fun. Mine was not.” Many sources say that Pacino eventually opted out because he wanted Rambo to be more of a "madman."

12. Beverly Hills Cop (1984)

Before it became a showcase for the comedic stylings of Eddie Murphy, Beverly Hills Cop was a much edgier crime thriller that at different times was offered to Martin Scorsese and David Cronenberg to direct. Plenty of big-name actors besides Pacino turned down the role of Axel Foley, too (Mickey Rourke, Sylvester Stallone, and James Caan apparently among them).

13. Die Hard (1988)

During a freewheeling crowd Q&A in 2013, when confronted with the list of major movies that he turned down, Pacino had only this to say about Bruce Willis’ iconic role in Die Hard: “I gave that boy a career.”

14. Johnny Handsome (1989)

Though Pacino would later go on to work with director Harold Becker in Sea of Love and City Hall, in Grobel’s book, the actor explains that he first met Becker while they were developing Johnny Handsome:

“Harold and I were trying to find a third act, and we couldn’t. The first half of that movie is great. That was my favorite role ever in movies. I loved the whole idea of someone who’s been grotesque-looking and has made a life having to cope with that kind of deformity, to then have it lifted from him, and to have to cope with the world now … I loved the role. Loved it. But once again, one of those roles that just go down the drain if they couldn’t fix the last act. Mickey Rourke did a great job on it, but that didn’t matter; the movie didn’t have the finish.”

15. Snake Eyes (1998)

In 1997, Pacino was set to re-team yet again with his Scarface and Carlito’s Way director Brian De Palma on the Nicolas Cage film Snake Eyes. Until he wasn't. On July 11, 1997, Variety reported that, “After months of talks between filmmaker Brian De Palma, Paramount execs, and Al Pacino about starring opposite Nicolas Cage in Snake Eyes, Pacino officially has passed. The studio now is eyeing a handful of other actors, including Gary Sinise, to star the action thriller written by David Koepp.” (Sinise did take the part.)

16. Pretty Woman (1990)

Before you try and picture Pacino in the role made famous by Richard Gere, it’s key to remember that Pretty Woman was originally a much darker tale. Still, in 2010, Pacino explained to Larry King that, “Sometimes it's just not the right role for you and you don't feel you belong in that part.”

13 For Sure Facts About Valley Girl

Deborah Foreman and Nicolas Cage are, like, totally bitchin' in Valley Girl (1983).
Deborah Foreman and Nicolas Cage are, like, totally bitchin' in Valley Girl (1983).
Shout! Factory

You can thank the hit 1983 movie Valley Girl for mainstreaming phrases like “for sure” and “gag me.” Valspeak had been around since before the film, which grossed $17.3 million against a $600,000 budget, but the movie helped depict “Valley Girls” in a more positive light. The movie stars Deborah Foreman as a Valley Girl named Julie, who falls in love with a Hollywood punk named Randy (Nicolas Cage), despite the disapproval of their friends.

The film marked Cage’s first major role, and his quirkiness was evident from the get-go (more on that later). Directed by Martha Coolidge (who was paid just $5000 for the gig), Valley Girl endures as both a timeless teen rom-com and a great all-around film—and is about to get a musical reboot. Here are 13 tubular facts about the original movie.

1. Valley Girl is based on Romeo and Juliet.

It’s not a coincidence that Valley Girl's star-crossed lovers are named Randy and Julie, nor is it accidental that they share a kiss in front of a movie theater marquee for Romeo and Juliet. “Yes, it was intentional, and it was a love story,” Martha Coolidge told the Kickin’ It Old School blog. “So I worked to bring it even more out front. I created a Valley look and a Hollywood look. This heightened the stakes for Randy and Julie, just as the differences between the families did in Romeo and Juliet. The parallels were always meant to be fun and not super serious but were based on truthful observations about the local conflicts and real teen pressures. It’s not about marriage, but about love and growing up and differentiating enough to love.”

In the first version of the script, written by Andrew Lane and Wayne Crawford, a falling-in-love scene and a break-up scene were left out, so Coolidge worked with the writers to add those in.

2. Valley Girl is named after a Frank Zappa song, but he didn't want it associated with the movie.

A year before Valley Girl was released in theaters, Frank Zappa and his daughter Moon Unit had an unexpected hit song with “Valley Girl,” in which Moon exaggerates Valspeak over her dad’s music. In an interview, Zappa said, “I don’t want people to act like that. I think Valley Girls are disgusting.”

In a 1982 interview with Billboard, Zappa again expressed his distaste: “People think that ‘Valley Girl’ is a happy kind of song, but it isn’t. I’ve always hated the San Fernando Valley. It’s a most depressing place.” At the time, he said he was open to collaborating on a script about the song as long as the movie wouldn’t be like Beach Blanket Bingo. But when the movie went into production, Zappa asked a judge to halt production of it because it infringed on the song’s copyright, and filed a suit for $100,000 in punitive damages.

3. Martha Coolidge hired Nicolas Cage for the lead without realizing he was a Coppola.

Nicolas Cage in Valley Girl (1983)
Nicolas Cage in Valley Girl (1983).
Shout! Factory

Before Valley Girl came to be, Coolidge had developed a script at Francis Ford Coppola’s American Zoetrope, but the project never came to fruition. When she signed on to direct Valley Girl, she was desperate to find a leading actor who wasn’t a “pretty boy.” “We saw everybody from that generation,” Coolidge said at a 2011 screening of Valley Girl, moderated by Kevin Smith. “All those Brat Packers or whatever, they came and I rejected all of them. I almost cast Judd Nelson, and he was tied up, which was probably lucky for me.” During the casting process, she walked over to a pile of headshots and came across one titled “Nicolas Cage,” and after seeing his audition, she decided she wanted him for Randy.

Cage told her he couldn’t do the part, because he was committed to acting in Coppola’s Rumblefish. Coolidge didn’t realize Francis was Cage’s uncle until she called the production company to resolve the conflict, and was told that Nic’s actual surname was Coppola.

4. Martha Coolidge (unsuccessfully) fought to make the cast more diverse.

“I wanted one of the four girls to be black, but [the studio] refused,” Coolidge said at a screening of Valley Girl, discussing the lack of diversity in the cast. “I just did the best I could under the circumstances.”

5. In order to get into character, Nicolas Cage lived in his car while filming Valley Girl.

To get into character, Cage lived in his car while shooting the movie. “I remember chastising him about the danger of living in his car in Hollywood, and how we couldn’t call him,” Coolidge told Kickin’ It Old School. “He said he’d use pay phones—we didn’t have cell phones then! Later, during Birdy, he lived with bandages around his head, which made it difficult for him to eat, so maybe we were lucky.”

6. Nicolas Cage and Deborah Foreman had palpable chemistry.

Nicolas Cage and Deborah Foreman in Valley Girl (1983)
Nicolas Cage and Deborah Foreman in Valley Girl (1983).
Shout! Factory

“I loved [Cage’s] eyes, and I thought he had great energy,” Foreman told the Tampa Bay Times of her co-star. “I thought he was scary to me. Emotionally, I was feeling stuff inside. He was triggering stuff in me that I had never experienced in my life. I didn’t even have a boyfriend prior to that movie … I had strong feelings for Nic. When the film ended, we had a conversation. I actually went up to San Francisco with him for a weekend. When we came back, an ultimatum was made—let’s just put it that way. And I decided not to go with the ultimatum, and we were never together after that.”

For Foreman, the break-up scene in the movie was difficult. “I think deep down, I didn’t want to be breaking up with him! And I didn’t even want to go there, to predestine myself,” she said. “I was really resisting the whole experience. It was uncomfortable beyond means. That was the longest we spent on any scene. It was a struggle. Even when I watch it now, I go, ‘Wow, that's so uncomfortable.’”

7. Elizabeth "E.G." Daily wasn't a Valley Girl in real life.

Elizabeth Daily’s character, Loryn, didn’t have a Valley Girl accent, and that was on purpose. “I didn’t really know the Valley Girl thing that much, so I pretended my character was actually from Malibu,” she said. “I was such a rocker from the [Sunset] Strip that I didn’t really know the Valley Girl thing, but I think it was kind of accurate, actually. There are people that actually talk like that from the Valley. It’s pretty funny.”

If Daily’s non-Valley Girl voice sounds familiar, it’s because she has since moved on to a successful voice acting career, doing the voice of The Rugrats’ Tommy Pickles, as well as work on The Powerpuff Girls, Happy Feet, and Wreck-It Ralph; in 2013 she auditioned for The Voice.

8. Nicolas Cage was so hairy, he had to shave his chest.

For an 18-year-old, Cage was quite hirsute, so Coolidge asked him to shave his chest to look younger. “There was an artistic bent to it, for his character,” Foreman told the Yo Show. “He looked more mature with all that hair that he had. They found a middle ground for it.” Cage shaved his hair into a V-like shape, which can be seen in the beach scene above.

9. The Valley Girl soundtrack got pulled at the last minute.

One of the things Valley Girl is known for is its excellent New Wave soundtrack, featuring Modern English’s “I Melt With You,” the Plimsouls, and an array of other ’80s songs. Though it was a shoestring budget film, $250,000 of that budget went toward music clearance rights. A Clash song plays in an earlier print but it got switched to a Men at Work song later, and the studio refused to redo the print to bring the credits up to date “They didn’t care if the credits were correct, they just didn’t want to spend that large amount of money,” Coolidge told Kickin’ It Old School. “So CBS pulled the soundtrack album at the last minute. The film was released with the new songs in it and some of the music credits were completely wrong.” A mini-album was released, but it wasn’t until 1994 that Rhino Records released a full soundtrack.

10. The Los Angeles band X was supposed to be in the movie instead of The Plimsouls.

During a scene at Club Central, the live band playing in the background is The Plimsouls, who contributed their hit “A Million Miles Away” to the soundtrack. But during the Kevin Smith screening, Coolidge revealed that she originally tapped the band X to be in the scene. “It was going to be X, and we were in talks. It was very serious and then all of a sudden they kind of freaked out and they said, ‘You know what? We don’t want to alienate our Valley fans,’ and they passed.”

11. Martha Coolidge was given artistic freedom on Valley Girl ... as long as she made sure there was some nudity.

Atlantic Releasing distributed the movie, and they wanted it to appeal to men, which meant that they wanted it to include some nudity, so Coolidge agreed to include a few boob shots. “They said they didn’t care how it was done, they ‘just wanted to see them.’ We shook hands on it,” Coolidge told Kickin’ It Old School. “They considered the film an ‘exploitation genre film’ meant for guys. The real success happened when we showed them the finished film. They jumped up and gasped, ‘It’s a real movie!’ They no longer obsessed about how many times they saw naked breasts in the film, which was barely three, and one frame of a fourth … When the studio saw it, they knew it was better to have a good, real film than a mediocre exploitation film. It put them on the map.”

12. Deborah Foreman isn't on the Valley Girl poster, possibly due to financial reasons.

The artwork for the poster features Nic Cage standing next to a woman who is not only not Deborah Foreman, but a woman who does not appear in the movie at all. “Deborah had worked in the business and she was pretty strict about being paid,” Coolidge told Kickin’ It Old School. “When the company needed the actors to be ‘generous with them’ about hours or rules, Deborah was not as forgiving as some of the others. When the poster came up for whatever reason—and it may have been simply that she wanted to be paid—the company brought in a model rather than Deborah. I was shocked and thought it was petty and a really bad idea. But there was nothing I could do about it.”

In a 2013 interview with the Yo Show, Foreman simply said, “If I was the producer I would never have let that happen. I don’t know the facts on it.”

13. A musical remake of Valley Girl has been in the works for years, and is finally being released in May 2020.

Since 2009, a musical film version of Valley Girl has been talked about. First, Jason Moore was attached to direct, but in 2012 Clay Weiner came aboard to direct the Paramount/MGM movie. According to an article in Deadline at the time, “In the musical, the actors will sing ’80s New Wave tunes from bands like The Go-Go’s and The Cars.” Finally, the film has a release date: May 8, 2020—now with Emmy Award-winning director Rachel Lee Goldenberg at the helm.

This story has been updated for 2020.

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