10 Most Visually Unsettling Disney Live-Action Remakes, Ranked

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Peter Pan and Wendy Image via Disney

Disney’s live-action remakes have become a defining feature of modern cinema, aiming to reimagine beloved classics—often animated—for a new generation. While some succeed in blending nostalgia with modern storytelling, others falter in their quest for realism, creating a visual experience that feels distant from the charm of the originals. These films often rely on darker aesthetics and hyperrealistic CGI to carry out the originals’ story, straying from the vibrant and whimsical essence of their animated counterparts. With live-action remakes trending, and several more in the works, viewers are left wondering whether these remakes truly honor Disney’s legacy.

From the uncanny valley effect of The Lion King (2019) to the shadowy, somber reimaginings of Dumbo (2019) and Pinocchio (2022), Disney’s live-action adaptations often leave viewers unsettled. Characters and scenes once bursting with color and life sometimes feel dull or overly intense, creating dissonance for audiences who cherish the originals. While some films bring fresh perspectives, others appear to lose the magic that made their originals timeless. Some of these Disney live-action remakes, like The Lion King, would benefit from distancing themselves from their predecessors—the film may feel unsettling because it doesn't meet viewers' expectations of their beloved original. In other cases, like Alice in Wonderland (2010), the unsettling effect is a deliberate artistic choice. These are Disney’s most visually unsettling live-action remakes—not necessarily making or breaking the movie, but notably creepier or darker than the originals would have viewers remember.

10 'The Lion King' (2019)

Remake of 'The Lion King' (1994)

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The remake closely resembles the animated movie of the same name. It follows Simba (Donald Glover, JD McCray as young Simba), a young lion prince, who is destined to inherit the throne of the Pride Lands from his father, King Mufasa (James Earl Jones). However, Simba’s envious uncle Scar (Chiwetel Ejiofor) schemes to seize power, killing Mufasa and sending Simba fleeing from home. Years later, Nala (Beyoncé Knowles-Carter, Shahadi Wright Joseph as young Nala), his childhood friend, finds him and describes the devastation Scar has wrought on their homeland. Simba must embrace his true identity, return to the Pride Lands and confront Scar to reclaim his rightful place as king. Although The Lion King remake is primarily CGI, it was a technologically ambitious project, utilizing innovative styles of filmmaking that don’t fit a single definition.

The film dazzles with its groundbreaking photorealistic visuals, earning praise for technical innovation and breathtaking scenery. While the hyperrealism is impressive, it strips the characters of emotional expression, leaving viewers disconnected and unsettled. The animals, lifelike yet lifeless, lack charm and vibrancy, undermining the original's magic. While the movie’s realism was a bold aesthetic choice, it can be unsettling, particularly in emotional and musical numbers where the audience would expect to see expression. It’s hard to say whether the film would be more or less unsettling if it gave the characters human-like expressions, or if it was not reviewed in comparison to the original animation, but opinions on the visuals are very divided.

The Lion King Poster

Release Date July 19, 2019

Cast James Earl Jones , John Kani , Shahadi Wright Joseph , Eric Andre , Donald Glover , JD McCrary , Alfre Woodard , Chiwetel Ejiofor , Beyoncé , Florence Kasumba , john oliver , Seth Rogen , keegan-michael key , Billy Eichner

Runtime 118 minutes

9 'Peter Pan & Wendy' (2023)

Remake of 'Peter Pan' (1953)

Yara Shahidi as Tinker Bell blowing pixie dust in Peter Pan & Wendy Image via Disney

Peter Pan (Alexander Molony) and Tinker Bell (Yara Shahidi) take Wendy (Ever Anderson) and her brothers (Joshua Pickering and Jacobi Jupe) on a magical journey to Neverland. In this enchanted realm, they partake in thrilling adventures and encounter the notorious Captain Hook (Jude Law). Peter Pan & Wendy stays true to the original story while exploring the characters’ backstories more thoroughly. It also includes a more diverse and inclusive cast than the original Disney film. The character Tiger Lily (Alyssa Wapanatâhk) is featured more prominently and offensive situations and harmful stereotypes from the original movie have been corrected in this remake. The movie’s interpretation of Peter Pan and the overall quality has viewers divided, especially with a handful of earlier adaptations to love.

Non-Disney Peter Pan adaptations feature more unsettling visuals, like the monstrous mermaids in Peter Pan (2003), than this 2023 remake, but of Disney’s live-action remakes, Peter Pan & Wendy has a relatively unnerving appearance. The depiction of Neverland, traditionally more vibrant and magical, appears overly dark and dull, creating a gloomy atmosphere. Tinker Bell's lack of radiant glow diminishes the film’s enchantment, giving it a more somber and eerie tone. While some scenes, like the journey to Neverland, offer fleeting moments of visual splendor, the overall dim lighting reflects a glimpse into the story’s deeper themes of maturity and loss of innocence.

Peter Pan and Wendy Poster

Release Date April 28, 2023

Director David Lowery

Runtime 106 minutes

8 'The Little Mermaid' (2023)

Remake of 'The Little Mermaid' (1989)

Halle Bailey as Ariel shows Scuttle and Flounder a fork that she found Image via Disney

Ariel (Halle Bailey), the youngest and most adventurous daughter of King Triton (Javier Bardem), dreams of exploring the human world despite being forbidden to interact with humans. After saving the charming Prince Eric (Jonah Hauer-King) from a shipwreck, Ariel falls in love and makes a dangerous deal with the sea witch Ursula (Melissa McCarthy) to trade her voice for human legs. Ariel is given only three days as a human to receive a true love's kiss. She soon learns that her deal with the duplicitous Ursula has put herself and her father’s kingdom in danger. The remake features updated lyrics to send a more appropriate message to children. Ariel is also given more agency, enhancing and empowering the character from the original.

The Little Mermaid uses unsettling hyperrealism, particularly on the sea creatures and underwater scenes. Flounder (Jacob Tremblay), Sebastian (Daveed Diggs) and Scuttle's (Awkwafina) overly lifelike designs lack the charm and expressiveness of their original animations, instead appearing quite creepy. The photorealistic creatures evoke more discomfort than delight. The mermaids' CGI is uncanny, with murky underwater environments that feel lifeless and disjointed from the characters. Granted, Ursula and her eels can be frightening in the animated version, but the live-action version bumps it up to a whole new level of unsettling. While striving for realism, the film sacrifices vibrancy, resulting in a nightmarish visual experience, especially for a young audience.

The Littler Mermaid 2023 Poster

Release Date May 26, 2023

Director Rob Marshall

Runtime 135 Minutes

7 ‘The Sorcerer's Apprentice’ (2010)

Adaptation of ‘Fantasia’ (1940)

A sorcerer, Balthazar Blake (Nicolas Cage), mentors a young apprentice in David Stutler (Jay Baruchel). Image via Walt Disney Studios Motion Pictures

Balthazar Blake (Nicolas Cage), an ancient sorcerer and former apprentice to Merlin (James A. Stephens), seeks a successor who will help him defeat the malevolent sorceress Morgana le Fay (Alice Krige). After centuries of searching, he discovers Dave Stutler (Jay Baruchel), whose latent magical abilities make him the chosen one. Reluctantly tutored by Balthazar, Dave learns the art of sorcery while battling Morgana’s followers, led by the treacherous Maxim Horvath (Alfred Molina). The Sorcerer’s Apprentice is adapted from the sequence of the same name in the animated musical anthology film Fantasia. The sequence finds Mickey Mouse as the titular character, using magic to complete chores, soon losing control and causing a mess. The live-action movie briefly recreates this scene.

The entire movie is visually dark and ominous with its medieval objects and undertones. Characters being thrown around, magic manifesting as violent bursts of light and Balthazar’s mysterious and forbidding appearance contribute to the film’s unsettling visuals. As for the Fantasia sequence remake, the brooms and mops in live-action translated to a disturbing viewing experience. The objects, full of life and character in the animation, are simply creepy in the remake. Though the mops try in earnest to replicate the goofiness of the 1940 animation, it comes off as unsettling.

Sorcerer's Apprentice Poster

Release Date July 14, 2010

Runtime 109 minutes

6 ‘Beauty and the Beast’ (2017)

Remake of ‘Beauty and the Beast’ (1991)

Emma Watson and Dan Stevens dancing as Belle and the beast in Beauty and the Beast Image Via Disney

An arrogant prince (Adam Mitchell) is cursed by an enchantress and transformed into a beast until he can earn and return true love. Years later, Belle (Emma Watson), a bright young woman from a small village, trades her freedom for her father’s (Kevin Kline), becoming the Beast’s (Dan Stevens) prisoner. With the support of the magical castle staff, Belle forms a bond with the Beast, unearthing the kindheartedness beneath his monstrous exterior. The remake elaborates on Belle’s and the Beast’s backstories, making some changes in continuity.

The design of Beauty and the Beast relied on CGI and motion-capture, which, at times, produced an unsettling visual. The Beast’s castle, intended to be magical, often appeared dreary and poorly lit, while outdoor scenes looked unnatural. The enchanted objects, transformed into hyperrealistic CGI, were more creepy than whimsical, and their designs struggled to evoke the charm of the animated original. Their transition into inanimate objects was disturbing and reminiscent of death. The Beast and his mannerisms were unsettling as well, and every outburst of his was amplified from the original. Notably, the pack of wolves inhabiting the woods beyond the castle was one of the most menacing parts of the movie.

Beauty and the Beast Poster

Release Date March 17, 2017

Director Bill Condon

Runtime 129 minutes

5 ‘The Jungle Book’ (2016)

Remake of ‘The Jungle Book’ (1967)

Neel Sethi and a CGI bear in The Jungle Book Image via Walt Disney Studios Motion Pictures

​​When Mowgli (Neel Sethi), a young boy raised by wolves, is forced to leave the jungle for his safety from the tiger Shere Khan (Idris Elba), he begins his journey away from his home. Guided by the protective panther Bagheera (Ben Kingsley), Mowgli encounters various jungle inhabitants, like the snake Kaa (Scarlett Johansson) and the carefree bear Baloo (Bill Murray). Along the way, he experiences moments of joy and adventure while learning important lessons that shape his understanding of himself and his place in the world.

While the unsettling visuals in some of the remakes tampered with the quality of the movie, The Jungle Book’s visuals align more clearly and intentionally with the darker shift in tone from the animation to the remake. The CGI animals surrounding the human Mowgli are less unsettling in the way that The Little Mermaid’s Sebastian was and more so menacing. The once-cartoonish and goofy-looking animals are now looming, amplifying the perceived threat to Mowgli. The snake, Kaa, is especially disturbing. Other unsettling visuals include Shere Khan killing Mowgli’s pack leader, Akela (Giancarlo Esposito), and Mowgli and Shere Khan’s disturbing final encounter, resulting in the tiger’s fiery death.

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Release Date April 15, 2016

Runtime 106 Minutes

4 ‘Maleficent’ (2014)

Adaptation of ‘Sleeping Beauty’ (1959)

Angelina Jolie smiling in Maleficent Image via Walt Disney Studios Motion Pictures

Maleficent (Angelina Jolie), a powerful fairy protector of the magical Moors, is betrayed by her childhood friend Stefan (Sharlto Copley), who severs her wings in his quest for the throne. Devastated, Maleficent seeks vengeance, cursing Stefan's infant daughter, Aurora (Elle Fanning), to prick her finger on a spindle and fall into eternal sleep on her sixteenth birthday, breakable only by true love's kiss. However, as Aurora grows, Maleficent secretly cares for her and forms a maternal bond. Unable to revoke the curse, Maleficent's love ultimately awakens Aurora. In a climactic battle, Maleficent defeats Stefan, restores peace to the Moors and crowns Aurora as queen, uniting the human and magical realms.

The visuals in Maleficent are both hauntingly beautiful and profoundly unsettling, deeply rooted in the film's dark reinterpretation of a classic fairy tale. The eerie ambiance is heightened by Maleficent's imposing presence, surreal transformations and the haunting green flames that signify her wrath. Most chilling of all was Stefan’s betrayal when he stole her wings—Maleficent’s pain from losing a part of herself, physically and emotionally, and from being deceived by someone who she believed had loved her. Maleficent’s agony was palpable. Though the story framed Stefan as a villain, watching him plummet to his death was an unexpected and disturbing twist.

Maleficent Film Poster

Maleficent

Release Date May 30, 2014

Director Robert Stromberg

Runtime 97 minutes

3 ‘Pinocchio’ (2022)

Remake of ‘Pinocchio’ (1940)

Pinocchio, voiced by Benjamin Evan Ainsworth, holds hands with Geppetto, played by Tom Hanks, in 'Pinocchio'. Image via Disney+

In an Italian village, grieving woodcarver Geppetto (Tom Hanks) creates a puppet named Pinocchio (Benjamin Evan Ainsworth), wishing for it to become a real boy. His wish is granted by the magical Blue Fairy (Cynthia Erivo), who brings Pinocchio to life, promising to make him a real boy if he proves he is brave, truthful and selfless. Guided by Jiminy Cricket (Joseph Gordon-Levitt) as his conscience, Pinocchio embarks on an adventure, encountering deceitful characters like Honest John (Keegan-Michael Key), Stromboli (​​Giuseppe Battiston) and the Coachman (Luke Evans) and a sea monster.

Pinocchio’s use of CGI designs is a prime example of the uncanny valley effect. The titular puppet, intended as a "living" recreation of the 1940 original, comes off as quite disturbing. The photorealistic non-humans like Honest John and Jiminy Cricket hover between realism and caricature, making their appearances jarring for viewers. The reimagined Monstro as a monstrous tentacled creature and the disturbing shadow people on Pleasure Island add to the overall nightmarish viewing experience.

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Pinocchio

Release Date September 7, 2022

Cast Joseph Gordon-Levitt , Tom Hanks , Benjamin Evan Ainsworth , Angus Wright , Cynthia Erivo , Sheila Atim , Lorraine Bracco , keegan-michael key , Jamie Demetriou , Giuseppe Battiston , Kyanne Lamaya , Jaquita Ta'le , Lewin Lloyd , Luke Evans , Dean Johnson , Evie Templeton , Conall Turner

Runtime 105 minutes

2 ‘Dumbo’ (2019)

Adaptation of ‘Dumbo’ (1941)

Baby Dumbo with his mother in the live-action Dumbo. Image via Walt Disney Studios Motion Pictures

Circus owner Max Medici (Danny DeVito) hires Holt Farrier (Colin Farrell) and his children to care for Dumbo (Edd Osmond), a baby elephant mocked for his enormous ears. The family discovers Dumbo's incredible ability to fly, transforming him into a sensation and revitalizing the circus. Dumbo's fame attracts ambitious entrepreneur V.A. Vandevere (Michael Keaton). Medici’s troupe uncovers Vandevere's cruel plans to exploit Dumbo and harm his mother, Mrs. Jumbo. The troupe orchestrates a daring rescue, freeing the elephants. This live-action film takes on a different storyline than the animated film, making this more of an adaptation. Unlike the animation, the animals do not talk, and humans play a significant role.

Tim Burton’s Dumbo blends visually stunning effects with a dark, unsettling aesthetic that diverges from the vibrant charm of the original. The CGI rendering of Dumbo captures both endearment and eerie realism—at his most disturbing, Dumbo wears his performance makeup. The lighting and surreal carnival settings create a pervasive sense of gloom. Not to mention the deaths shown, which create a very bleak viewing experience. While impressive setpieces like Dreamland evoke grandeur, the darker visuals and uncanny character designs overshadow the film’s whimsical elements. Burton's style amplifies the tension that is present in this remake.

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Dumbo

Release Date March 27, 2019

Runtime 112 Minutes

1 ‘Alice in Wonderland’ (2010)

Remake of ‘Alice in Wonderland’ (1951)

Mia Waikowska as Alice in Alice in Wonderland (2010) Image via Disney

Alice Kingsleigh (Mia Wasikowska), now a nineteen-year-old, stumbles back into the whimsical world of her childhood dreams, known as Underland. Guided by her old companions, including the Mad Hatter (Johnny Depp) and the Cheshire Cat (Stephen Fry), Alice learns she is destined to end the tyrannical reign of the Red Queen (Helena Bonham Carter). To fulfill the prophecy, she must slay the monstrous Jabberwocky and restore peace under the White Queen's (Anne Hathaway) rule. This “remake” extends beyond the events of the animation, drawing inspiration from the author of the original Alice story, Lewis Carroll.

With Tim Burton’s macabre and expressionistic style, it’s no wonder both Disney live-action remakes he directed are the most visually unsettling. Alice in Wonderland blends dark, macabre elements with CGI distortions that plunge viewers into a nightmarish interpretation of Wonderland. The character designs are disturbing—the Red Queen’s oversized head, the offputting Tweedledee and Tweedledum (Matt Lucas), and the exaggerated features of the Mad Hatter. The fearsome Jabberwocky (Christopher Lee) is a terrifying image, and if the sight of him isn’t enough, Alice cuts out his tongue before beheading him—a grotesque sight. From a moat full of heads to the unsettling distortion of the characters and setting, Alice in Wonderland is remarkably creepy and just barely reminiscent of the 1951 film.

Alice in Wonderland (2010)

Release Date March 5, 2010

Runtime 108 Minutes

NEXT: The 10 Best Performances in Disney Live-Action Remakes, Ranked

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