The Wizard of Oz is one of the most beloved films of all time, a technicolor piece of cinematic candy that is, ultimately, a story about peace, purpose, and family. Despite its dark underbelly–an evil green witch, an army of flying monkeys, a forest of surly talking trees–it’s an approachable movie, a perennial family favorite for nearly a century. But L. Frank Baum, who penned the Oz books the movie was based on, wrote children’s stories in the same vein as Roald Dahl and Lewis Carroll. Not frightening, necessarily, but tinged with an otherworldly darkness and a taste of the macabre.

For audiences who grew up on the MGM studio classic, the film’s 1985 sequel Return to Oz was a head-scratcher. To long-time Baum readers, it felt on-par with the more sinister entries in the Oz saga. To children vaguely aware of the film and book, the Return to Oz was terrifying, with moments that still torment the back alleys of our imagination.

THE PLOT

If your memory is fuzzy, or if you’ve never seen Return to Oz, let’s do a brief rundown of the story. Six months after Dorothy’s first visit to Oz, she’s back in Kansas, still dreaming about the magical land and her friends there. Auntie Em and Uncle Henry are so worried about Dorothy’s disassociation with reality that they take her to an insane asylum, where she is hospitalized and set to receive electroshock therapy. (You can already see why this movie was, um, considerably darker than the original. And this is just the first 15 minutes.)

When a thunderstorm knocks out power at the asylum, a young woman finds Dorothy and helps her escape. They fall into a river and when Dorothy awakens, she’s been transplanted back to Oz, which she finds in ruins. The citizens of Emerald City have been turned to stone by an invincible villain called the Nome King. Dorothy, her talking chicken Billina, and new friends Tik-Tok (a talking clockwork robot) and Jack Pumpkinhead (an anthropomorphic tree with a pumpkin for a head) set off to save the Land of Oz.

Return to Oz isn’t a light family romp; it’s a downright horror movie. It even takes place on Halloween! We could talk all day about its terrifying power, its persecution of women, and its weird fascination with eggs, but instead we’ll keep things simple and nostalgic by ranking the five scariest moments in the film.

5. “A CHICKEN!”

This is just a little moment, but it’s one seared deeply into my brain. The Nome King’s rock guards act as a surveillance team, and communicate through the surface of his lair’s rocky exterior. The way this one’s face morphs and distorts, coupled with his scary voice, is totally unsettling. Not to mention the way he barks, “She has A CHICKEN with her.” Chicken eggs are poisonous to the Nome King (in case you didn’t get the memo, this movie is very weird), hence his warning. Have the words “A CHICKEN” ever been this terrifying?

4. ELECTROSHOCK THERAPY

The implications of this scene are frightening. Seeing a tiny Fairuza Balk – with her innocent plaits and country-girl dress – strapped to a machine that is about to send shock-waves through her brain, all because of her stories of a land where people loved and listened to her, is heartbreaking. Thankfully, a storm intervenes before the lever is pulled, but the scene is built on unbearable tension.

3. THE DEATH OF THE NOME KING

Everything about this sequence is horrifying (imagine little children watching this!) from the rock creatures poking through the walls, to the Nome King’s enormous hands, to Jack Pumpkinhead’s near-death experience. Thankfully, Billina is able to lay an egg at the last moment and save the day, but that doesn’t erase the ghoulish spectacle that leads up to the Nome King’s demise. The rock people shrinking away, mumbling “poison,” is its own brand of horrific.

2. THE WHEELERS

As a kid, I had to look away every time the Wheelers were on screen, Who on earth conceived the design of these creepers? The faces on the helmets are so scary it’s unreal, and their animalistic barking and menacing laughter is almost worse. Not to mention their taunts. “We’ll tear you into little pieces!” The Wheelers are the first thing I come back to when I wonder, “How the hell did this movie get made?”

1. PRINCESS MOMBI’S CASTLE

Ask anyone who grew up on Return to Oz and they’ll likely have the same vote for the scariest scene. It’s hard to top the sequence in Mombi’s castle. Earlier in the film, we learn that Mombi lives in a grand palace with halls full of beautiful, decapitated female heads. The witch captures Dorothy and her friends, who learn that Mombi possesses a magical powder capable of reviving once-living things. At night, Dorothy sneaks into Mombi’s closet to steal the powder so she can escape on her moose plane, but the headless witch awakens, along with her hall of heads, who scream after her. To this day, I consider this one of the scariest scenes ever put to film. It’s not just the stuff of children’s horror, but the sort of thing that leaves a permanent scar.

Images: Walt Disney Pictures