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All the Movies That Scared the Shit Out of Me That Weren’t Horror Films

Mind-controlling parasites. Nasty spores. Uma Thurman being buried alive. I still haven’t recovered.

A lot of people are skittish about seeing horror movies. The reason is right there in the description: Not everybody enjoys spending money to be scared shitless. But even if you avoid scary movies, that doesn’t mean you won’t ever be freaked out by what you see on the big screen. Some seemingly benign films have deeply disturbing moments in them—and they get you when you’re least expecting to be frightened.

To that end, we all have different thresholds for what’s terrifying—and for what specifically terrifies us. But when I started putting together this list of the scariest things I’ve ever seen in non-horror movies, I realized that, while some of these films got me when I was young and impressionable, others that I checked out in adulthood equally unnerved me. And because this list is so personal, I learned what things really upset me. Apparently, I get weirded out by people being transformed into soulless husks or when creepy, crawly things go into human bodies. (Then there’s the movie that instilled in me a fear of heights… in my 30s.)

You may find some of my choices laughable, but you also might be surprised how peculiar your own worst scares are if you think about all the non-horror films that terrified you, too.

Most Frightening Earworm: The Ceti Eel in Star Trek II: The Wrath of Khan

For anybody who freaks out about things getting lodged in your ear, the most psychologically scarring moment of this 1982 Star Trek sequel was the introduction of a mind-control parasite that enters the victim through the ear canal. Poor Chekov gets captured by Khan’s men, and soon after, he encounters the Ceti Eel and, well, I’ll let Star Trek experts Paula M. Block and Terry J. Erdmann explain it from there: “The eel’s parasitic babies like to crawl into the ears of sleeping humans and wrap themselves around the brain’s cerebral cortex.” In Star Trek II, we see what happens when an awake human is powerless to stop the eel from slowly crawling in there. This is terrible.

Scariest Face Melt: Opening the Ark in Raiders of the Lost Ark

Before it became a handy GIF to indicate “Dear god, I just saw something horrifying,” this famous scene from the first Indiana Jones movie—in which the spirits inside the Ark unleash hell on the Nazis—was expert nightmare fuel. There are three crucial elements all working together here. First, obviously, is that creepy moment when that ethereal figure’s face changes into a fearsome skull. Then, there’s all that face-melting and head-exploding. But when you watch the whole sequence, you know what part really freaks me out? It’s the music. John Williams’ score goes from dreamy to horror-movie intense in a snap, just as the ghosts’ malevolent agenda is revealed and the carnage begins. Williams’ most famous scary music is from Jaws, but this little instrumental in Raiders of the Lost Ark is deeply unsettling, too.

Most Nerve-Shredding Funeral: The Bride Gets Buried in Kill Bill: Vol. 2

Quentin Tarantino has crafted his share of intense sequences. (Nobody can hear “Stuck in the Middle With You” without thinking of Mr. Blonde taking a knife to a tied-up cop in Reservoir Dogs.) But the scene that really got under my skin was in Kill Bill: Vol. 2, in which Uma Thurman’s character is tied up, thrown into a casket and buried alive. Ironically, one of the men behind her cruel punishment is Michael Madsen, the same actor who played Mr. Blonde. Other movies have featured live burials—Ryan Reynolds’ 2010 thriller Buried is set entirely in a coffin—but the panic in Thurman’s eyes and the desperation of her screams are so authentic that it’s hard to shake.

Worst Way to Get Your Essence Sucked Out of You: The Podlings in The Dark Crystal

In fairy tales, it’s common for the evil, aged hag to try to steal the life force of younger beings. (It’s a metaphor for Medicare and Social Security, sheeple!) But in movies, the all-time most disturbing instance came in this 1982 fantasy-adventure from directors Jim Henson and Frank Oz, who got very dark for a story of a ravaged land and a race of frightening Skeksis. There is also a species of characters known as the Podlings, who are used like backup battery packs for the Skeksis: You strap the little guys down and drain them of their essence so that you can live longer. Henson and Oz are best known for more kid-friendly fare like The Muppet Show, but in The Dark Crystal, they wanted to help children go through that crucial bedwetting phase.

Scariest Heights: The Tower Walk in Man on Wire

In 1974, tightrope walker Philippe Petit did the impossible, stretching a thin cable across the top of the two towers of the World Trade Center and gracefully walked back and forth. Petit didn’t die—in fact, he executed his nervy, illegal act with flair and grace. And yet, while watching the 2008 documentary about his adventure, Man on Wire, I had to keep reminding myself, “He doesn’t fall, he doesn’t fall, he doesn’t fall…

It’s one thing to hear that a person risked his life for an incredible, vertigo-inducing stunt—it’s another to actually see the photos of the stunt. I never had a fear of heights before Man on Wire, but the movie literally knocked the wind out of me. There were moments in the film where I couldn’t breathe because it’s clear OH MY GOD LOOK HOW HIGH UP HE IS AND HOW TINY THAT CABLE IS. My brain simply couldn’t process it—there’s no reason he shouldn’t have plummeted to his death while thousands of onlookers observed from street level. (The 2015 feature adaptation, The Walk, isn’t as good, but the Twin Towers sequence similarly killed me.)

Worst Punishment Ever: Cobra Commander Gets the Spores in G.I. Joe: The Movie

Technically, G.I. Joe: The Movie never got a theatrical release, being released straight to video during the animated series’ popular 1980s syndicated run. But I’m including it because, to this day, it contains perhaps the single most upsetting thing I’ve ever seen in a film. (Note: I haven’t watched any of the Human Centipede films or Salò.) Basically, here’s what happens: Cobra Commander is forced to go on trial by his leader Golobulus for his failure to enslave all of humanity. Having been found guilty, Cobra Commander is exposed to … the Spores, the original weapon of mass destruction that turns all those infected into mindless creatures. Wanna see how it works? No, no, you don’t.

It actually gets more haunting from there as Cobra Commander goes through the rest of the film slowly losing his humanity and transforming into a snake, occasionally wailing, “I was a man! I was a man!”

This is a movie for kids. I saw it when I was 12. I am now an adult. I’m married and have a mortgage. I’m a goddamn grownup. And I have never, ever gotten over that moment from G.I. Joe: The Movie. I’d rather watch the scariest horror movie, dozens of times, than ever see that again.