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"Be Very Afraid" is the fifty-seventh episode of Tangled: The Series. It premiered on October 18, 2019 and is the tenth episode in the third season.


Cassandra is telling the Enchanted girl about her doubts about her destiny. The Enchanted girl assures Cassandra that she does have a destiny and tells her that is to destroy Rapunzel. Cassandra, shocked and scared at this news, begins to question it but red rocks (much like the Black Rocks just a different color) spike out of the ground and to Corona in which the Enchanted girl tells her that the moonstone responds to whatever Cassandra is feeling, even fear.

Meanwhile, back at Corona, the red rocks are causing ruckus and showing everyone their worst fears; Varian is seeing Quirin being in the amber again and having an angry mob lash out at him; Eugene’s hair has a ‘cowlick’ in it: Atila sees his burned baked goods come alive and chase him; Maximus keeps on seeing criminals but is unable to chase after them and Lance sees a clown spider (much like the one from It). When asked about her fear, Rapunzel claims that she doesn’t have one. Varian, who has been studying the rocks ever since they appeared, finds out that the rocks show people their worst nightmare and they become literally petrified in terror if they stay scared for too long. Upon realizing this, Varian and Rapunzel decide to work together to get rid of the rocks, cutting off the first part of them by using one of Varian’s chemicals. While the two of them stop the rocks, Eugene and Lance throw a talent show to distract people from being scared.

In the underground tunnels, Varian reveals to Rapunzel that the chemical he's using is the same one that encased Quirin a year ago and his fear and guilt of having Corona hate him. Rapunzel assures him that he's not hated. Meanwhile, at the talent show, people are still being scared. Eugene decides they need to step it up and asks Lance to sing but Lance refuses due to his stage fright.

Rapunzel and Varian enter the Demanitus chamber, where Rapunzel was leading them, and pour the solution on the red rocks but find out that it doesn’t work on the red rocks. Spotting a single black rock at the top, the two of them start to head up. Meanwhile, Lance decides to face his fear, realizing that he's bigger than his fear.

Varian’s fears start to become the better of him. Rapunzel, who's been hiding her fear, finally admits that her fear is Cassandra coming and destroying Corona, although her greatest fear is losing Cassandra as a friend forever. Varian decides to go through with it.

While Varian is pouring the solution on the black rock, Rapunzel is able to feel Cassandra through the rocks and vice versa. Once the rocks are destroyed, Rapunzel congratulates Varian on facing his fear and later tells everyone about what he did, labeling him as a hero.

Cassandra, who felt Rapunzel through the rocks, becomes upset when the rocks are destroyed. The ghost girl uses this to tell her that if she doesn't destroy Rapunzel then Rapunzel will destroy Cassandra. While Rapunzel tells Eugene that she sensed Cassandra through the red rocks and saw that there was still a chance of saving her.




The Disney Wiki has a collection of images and media related to Be Very Afraid.


  • The title is from the saying, "Be afraid, be very afraid", originally from the 1986 remake of The Fly.
  • Lance sings his first solo in this episode.
  • In addition to spiders, Lance is revealed to be afraid of clowns.
  • Rapunzel almost mentioned how she previously met Lord Demanitus as a monkey in "Lost and Found" by slapping herself trying not to recall on one of her adventures outside Corona as she continues to blame for losing Cassandra and leaving her kingdom in danger in the first place.
  • Varian is revealed to have the Graphtic Scroll.
  • Varian learns about Cassandra's betrayal in this episode.
  • Rapunzel brings Varian to the chamber of the Demanitus Device and references the time she used it in "Queen for a Day".
  • Catalina (Red) transforms into her werewolf form for the first time since "Who's Afraid of the Big, Bad Wolf?".
  • Rapunzel mentions the previous time she and Varian ventured in the underground tunnels in "The Alchemist Returns".
  • The Red Rocks showed people their worst fears:
    • Lance kept seeing a giant spider with a clown's head (a clear reference to Stephen King's It) who wanted to make him sing in front of a crowd.
    • Eugene saw a 'cow-lick' in his hair.
    • Max had shackles on all four of his hooves and was unable to stop a thief running past him.
    • Attila saw his burnt baked goods coming to life and attacking him.
    • A maid saw a moth-winged Old Lady Crowley.
    • Nigel is afraid of dragons.
      • This is likely a reference to his voice actor, Peter MacNicol, previously starring in the Disney movie Dragonslayer. It also foreshadows his troubled relationship with dragons detailed in the subsequent episode, "Pascal's Dragon".
    • Feldspar is scared of unicorns.
    • Varian kept hearing and seeing his father being caught in amber again and also saw the people of Corona angry with him from event of "Rapunzel's Return".
    • Rapunzel saw Cassandra taking over a fallen Corona, but admits the thing she was scared of the most, was losing her as a friend.
  • The scene where Varian is almost a drop chemical to the red rocks before completely freeze is a reference to when Isabella Garcia-Shapiro is completely turned into a Doof zombie and put the vortex sprayer on the tower from the Phineas and Ferb episode "Night of the Living Pharmacists".
  • The painting of Varian carrying Eugene in panic is similar to Scooby carrying Shaggy.
  • Varian has a nightmare in this episode like Rapunzel did in "What the Hair?!", "The Quest for Varian", and "The Alchemist Returns".
  • This is the last episode to air in 2019.
  • The thief Dwayne, who appeared in the previous episode, reappears within Max's vision, where Dwayne is running away and Max can't catch him.


  • When Varian and Rapunzel at Demanitis' chamber, she touches the red rocks. Rapunzel's eyes are brown in that scene instead of green.

International Premieres

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Films: Tangled (video/soundtrack/score) • Tangled Ever AfterTangled: Before Ever After

Shows: A Poem Is...Tangled: The Series (soundtrack one/soundtrack two/soundtrack three) • Chibi Tiny Tales
Video games: Tangled (video game)Disney Infinity seriesKingdom Hearts IIIDisney Crossy RoadDisney Enchanted TalesDisney Emoji BlitzDisney Heroes: Battle Mode
Books: The Art of TangledComic BooksRapunzel and the Lost LagoonRapunzel and the Vanishing VillageRoyal Weddings
Cancelled projects: Rapunzel Unbraided

Disney Parks
Fantasy SpringsDisney Animation BuildingCastle of Magical DreamsFairy Tale ForestGarden of the Twelve FriendsIt's a Small WorldPrincess PavilionLe Pays des Contes de FéesVoyage to the Crystal Grotto

Entertainment: Disney's WishesDisney Dreams: An Enchanted ClassicFantasmic!Fantasy FestivalMickey's Magical CelebrationMickey's Magical Music WorldMickey's Royal Friendship FaireMickey and the Magical MapMickey and the Wondrous BookRoyal TheatreTangled: The MusicalThe Forest of Enchantment: A Disney Musical AdventureThe Golden MickeysThe Starlit Princess Waltz
Restaurants: Tangled Tree Tavern
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Halloween: Let's Get Wicked
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Original: RapunzelFlynn RiderMother GothelPascalMaximusStabbington BrothersHook HandBig NoseVladimirAttilaUlfShortyPub ThugsCaptain of the GuardsKing FredericQueen AriannaCastle Guards

TV series: CassandraFidellaOwlPete and StanLady CainePocketHook FootVarianRuddigerQuirinOld Lady CrowleyMontyDaleWreck MarauderLance StrongbowFriedborgNigelKing TrevorFernanda PizazzoAndrewSeparatists of SaporiaXavierFeldsparAngry and RedThe BaronAnthony the WeaselRuthless RuthAxelWillowZhan TiriLord DemanitusSugracha the EternalUumlautKing EdmundAdiraStalyanVexCaptain QuaidVigorMadame CanardistCalliopeMother and FatherLorbsSeraphinaHectorTromusHamuelLittle Big GuyBrock Thunderstrike
Deleted characters: BastionClaire and VinceBeau

Shorts: "Checkmate" • "Prison Bake" • "Make Me Smile" • "Hare Peace" • "Night Bite" • "Hiccup Fever" • "Snowball" • "Hairdon't" • "Unicorny"

Season One: "What the Hair?!" • "Rapunzel's Enemy" • "Fitzherbert P.I." • "Challenge of the Brave" • "Cassandra v. Eugene" • "The Return of Strongbow" • "In Like Flynn" • "Great Expotations" • "Under Raps" • "One Angry Princess" • "Pascal's Story" • "Big Brothers of Corona" • "The Wrath of Ruthless Ruth" • "Max's Enemy" • "The Way of the Willow" • "Queen for a Day" • "Painter's Block" • "Not in the Mood" • "The Quest for Varian" • "The Alchemist Returns" • "Secret of the Sun Drop"
Season Two: "Beyond the Corona Walls" • "The Return of Quaid" • "Goodbye and Goodwill" • "Forest of No Return" • "Freebird" • "Vigor the Visionary" • "Keeper of the Spire" • "King Pascal" • "There's Something About Hook Foot" • "Happiness Is..." • "Max and Eugene in Peril on the High Seas" • "Curses!" • "The Eye of Pincosta" • "Rapunzel and the Great Tree" • "The Brothers Hook" • "Rapunzel: Day One" • "Mirror, Mirror" • "You're Kidding Me!" • "Rapunzeltopia" • "Lost and Found" • "Destinies Collide"
Season Three: "Rapunzel's Return" • "Return of the King" • "Who's Afraid of the Big, Bad Wolf?" • "The Lost Treasure of Herz Der Sonne" • "No Time Like the Past" • "Beginnings" • "The King and Queen of Hearts" • "Day of the Animals" • "Be Very Afraid" • "Pascal's Dragon" • "Islands Apart" • "Cassandra's Revenge" • "Race to the Spire" • "A Tale of Two Sisters" • "Flynnpostor" • "Once a Handmaiden..." • "Plus Est En Vous"

Rapunzel's TowerThe Snuggly DucklingCoronaCorona CastleOld CoronaThe Dark KingdomVardarosThe SpireTerapi IslandThe Great TreeThe House of Yesterday's TomorrowCassandra's StrongholdGothel's Cottage
Film: When Will My Life BeginMother Knows BestI've Got a DreamI See the LightHealing IncantationSomething That I Want

Musical: Flower of GoldWanted ManWhen She Returns
TV Series: Life After Happily Ever AfterWind in My HairMore of MeFriendship SongListen UpI've Got ThisLet Me Make You ProudSet Yourself FreeReady As I'll Ever BeNext Stop, AnywhereIf I Could Take That Moment BackView From Up HereHook Foot's BalladBuddyWaiting in the WingsLivin' the DreamWith You by My SideEverything I Ever Thought I KnewCrossing the LineStronger Than Ever BeforeBigger Than ThatThe Girl Who Has EverythingNothing Left to LoseThrough It AllI'd Give Anything
Deleted: What More Could I Ever Need

Rapunzel's Frying PanSundrop FlowerRapunzel's Magic HairRapunzel's CrownLanternsRapunzel's JournalBlack RocksDemanitus DeviceAttitude-Reversing PotionAutomatonRapunzel's CaravanIdol of VershaftsbezeigungengienThe Graphtic ScrollMoonstone Opal
See Also
As Told by EmojiLorbsRapunzel Unbraided