Nightmares Inducing Children's Movies

On occasion my friend, Erica and I will get together, catch up on what is happening with the families and watch a movie.  Last night we watched one of those movies that was a throw back to our childhood and you didn't realize how terrifying it is, until you watch it. The movies spurred conversation about other children's movies that have terrifying elements in it.  (And thus a list was born.)

Below is my list of 10 children's movies that are terrifying and wonderful.

1. Return to OZ
1. You can't tell me that the Wheelers aren't nightmare fuel. Or the head exchange. I don't think I had ever been so thankful for chickens, than in that movie. 
2. Alice in Wonderland (1985)
1. All monsters were the Jabberwocky in my youth. It was a manifestation of fear and could get you at any time. 
3. Willow
1. Bavmorta. She was creepy, but then again she was supposed to be.  Weird side note, the Actress that played Bavmorta was also in Return to Oz. 
4. Legend
1. Tim Curry when I was a child, because I thought that was what the devil really did look like.  I watched this not too long ago, and the thing that creeped me out the most as an adult is Tom Cruises smile. 
5. Secret of Nimh
1. Animal experimentation and extermination.  Rats and owls.  Loved the movie, and it always hits me as and awesome adventure, but the fear for the characters was real every time. 
6. Labyrinth
1. Goblin King.  This is a much loved classic for many people.  I missed it as a child and just found it creepy as an adult.  Babies. Goblins and a whole lot of puppets. 
7. Willy Wonka & The Chocolate Factory
1. Theres now earthly way of knowing... which direction we are going...
8. The Peanut Butter Solution
1. I don't even know where to start on this on. The amount of weirdness and why is peanut butter the solution. The hair and the paintings were surreal. 
9. Raggedy Ann & Andy: A Musical Adventure
1. I love this movie, but when they are in the candy pit, it is a little psychedelic and trippy.
10. The Adventures of Young Sherlock Holmes
1. Ritualistic sacrifice- Need I say more?  This is a family adventure that is actually pretty tame, but probably geared for a little older audience than I was, when I saw it the first time.  I loved it, but ritualistic sacrifice still gives me the creeps. 

What movies did you watch when you were a kid, that looking back now makes you scratch you head and wonder?