Most movie musicals are upbeat, peppy, and full of fun – but if there’s one thing to be learned from Hollywood films, it’s that the good can’t exist without the bad. That means there are some seriously scary characters in even the brightest of musicals. Even child-friendly films like Chitty Chitty Bang Bang and The Wizard Of Oz feature some sinister adversaries.

Some musical films dig a little deeper than others to create some of the scariest villains ever put on screen. From man-eating plants to lecherous noblemen, some of the most villainous antagonists from the realm of movie musicals are downright terrifying.

10 The Witch – Into The Woods

Meryl Streep rarely plays the bad guy – but there’s a first time for everything, and she’s suitably scary as the Witch in Disney’s Into The Woods. This film is famous for subverting the happy-ever-after ending of most fairy tales, but it’s helped enormously by Streep’s sinister take on the Witch.

From her rasping threats to her somber storyline, full of vengeance and blame, the Witch is full of sadness, adding a little sympathy to her otherwise fearsome character.

9 Velma Von Tussle – Hairspray

Velma Von Tussle, played by Debbie Harry in the 1988 film and Michelle Pfeiffer in the 2007 version, doesn’t look like your archetypal villain – but behind her cold eyes is a heartless antagonist with only fame and fortune on her mind.

Von Tussle is a bigoted woman who will stop at nothing to get what she wants. This can be one of the most frightening features of a true villain – the sheer lengths they will go to in order to achieve their sinister ambition. Von Tussle embodies this relentless ambition, making her a fearsome figure in an otherwise wholesome cast of characters.

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8 Wicked Witch of the West – The Wizard Of Oz

The Wizard Of Oz spawned the stereotype of witches as green-faced, warty-nosed women, inspiring Halloween costumes everywhere for decades. Looming down from high in her castle, the Wicked Witch of the West is a frightening villain for a children’s film.

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The Wizard Of Oz also inspired the hit stage musical Wicked, which tells the story of how Elphaba became known as the Wicked Witch of the West. This backstory makes the audience empathize with the witch – but there’s still no un-hearing that shrill, creepy trademark cackle.

7 The Duke – Moulin Rouge

Richard Roxburgh’s turn as the Duke in Baz Luhrmann’s Moulin Rouge remains one of the creepiest performances in musical cinema. From his infamous attempt at singing in “Spectacular Spectacular” to the haunting “El Tango De Roxanne” assault scene, what begins as a laughable sideshow soon turns terrifying.

The Duke is a testament to the permissive effect of money and power and the sobering capabilities of someone who has too much of both.

6 Audrey II – Little Shop Of Horrors

Little Shop Of Horrors is the junction where horror meets kitsch – and it’s become a firm cult favorite since its release in 1986. Audrey II (also known affectionately as “Twoey”) is the man-eating plant from outer space who starts as a cute little seedling and, raised on a diet of fresh blood, flourishes into a fearsome flytrap as big as the shop itself.

Voiced unforgettably by Levi Stubbs, Audrey II is an icon of ’80s cinema, and hands-down the scariest puppet in a movie musical ever.

5 Judge Turpin – Sweeney Todd

It’s difficult to outshine a serial killer for evil, or the woman who makes pies out of human flesh, but the corrupt predator Judge Turpin manages it in Tim Burton’s Sweeney Todd. Played to suitably sinister effect by the late Alan Rickman, Judge Turpin is a vile character who uses his power to imprison and assault others, based on his own desires.

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Honorable mention also goes to Sweeney Todd himself, for brutally murdering many innocent people to satiate his own lust for revenge.

4 Scar – The Lion King

Ruthless and ambitious, Scar is a classic Disney villain. Both the animated and live action versions of Scar are chilling in their characterization of the sidelined throne-seeker. His signature song takes place in the Elephant’s Graveyard, a spooky, barren area of the Pride Lands befitting Scar’s merciless character.

In line with the Englishman-as-villain trope Disney classics are famous for, both Chiwetel Ejiofor and Jeremy Irons provide a suitably ominous voice for the infamous kingslayer.

3 The Child Catcher – Chitty Chitty Bang Bang

For a kids’ film, the villain in Chitty Chitty Bang Bang is extraordinarily scary. He embodies everything kids are taught to fear, as he drives around town to lure children into his wagon with candy. As a result, the Child Catcher is bound to feature in a lot of nightmares.

Fun fact: the actor and ballet dancer who played the Child Catcher, Sir Robert Helpmann, reportedly removed his false teeth for the film to enhance the creepiness of his character.

2 Orin Scrivello – Little Shop Of Horrors

Little Shop Of Horrors features another infamous villain – the dentist, Orin Scrivello. Steve Martin plays the proud sadist with vigor, punching dental nurses and ripping the heads of dolls without care. With a penchant for nitrous oxide and performing root canals without anesthetic, he’s also the abusive boyfriend of Audrey.

Scrivello is prime plant food, and Seymour does eventually chop him up to feed to Audrey II. This puts a satisfying end to Scrivello – but he still has to be one of the reasons nobody wants to go to the dentist.

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1 Bill Sikes – Oliver!

Modern-day movies have a reputation for violence – but few villains can compare with the brutal behavior of Bill Sikes, the antagonist in the 1968 movie musical Oliver!. With his soft-spoken threats and a terrifying glint in his eye, Oliver Reed terrified audiences as this brutal underworld criminal.

Intimidating everyone from his lover Nancy to his pet dog Bullseye, the movie musical portrayal of Bill Sikes is enough to strike fear into the heart of any audience.

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