Oh Crap/Film/Animated Films

"Spike: "Oh, shit! What are we gonna do now?" (cue Bumblebee and Spike staring in stunned silence)"
 * Jafar gets one of these in Aladdin, just before.
 * Mr. Potato Head does it on Toy Story right before a flying RC slams into him.
 * As does Woody when Buzz explains that revenge is something that isn't encouraged on his planet... then clarifies that they're not on his planet.
 * As does the cast, when they hear the  at the end.
 * "Wait a minute. I just lit a rocket. Rockets explode!"
 * In Toy Story 3, Buzz gets an inkling that things are not all as they seem in the Caterpillar room when all the resident toys go hide. Once the stampede of preschoolers enters, he immediately deploys his canopy to weather the ensuing roughness.
 * Woody was in Oh Crap mode from the moment he and Buzz were thrown into Sid's car to the moment he finally convinces Buzz to escape with him, then he gets it back briefly when the milk crate with a full tool box on it is about to land on him.
 * Buzz gets one as he learns the hard way that no, he really can't fly.
 * In 3: "I don't think that's daylight..."
 * Syndrome on The Incredibles does it when.
 * One of Syndrome's Mooks flashes one as well, just before his velocipod slams into the side of a mountain.
 * Another Mook has this as well later in the Film. They're all joking about the Omnidroid wrecking the city, and one pops a champagne bottle. Their expressions change real fast when it turns out caught the cork.
 * Thrust in Transformers the Movie. He's in the way of Optimus Prime's Foe Tossing Charge... and his look of utter terror is reflected on Prime's grille!
 * The look on Galvatron's face as Unicron transforms into the single biggest robot the franchise will see until Primus shows up.
 * Add to the pot Spike and Bumblebee's Precision F Strike when Unicron survives the Detonation Moon.

"Sephiroth: Good to see you... Cloud."
 * Scrat, the small rat-thing from Ice Age, has a lot of these, ranging from the collapsing ice-sheet to the piranhas to the T. rex.
 * In the first trailer, he tries to bury an acorn in the ice of a glacier. He gives possibly the funniest facial expression on this list as the ice dislodges and slowly starts to tip towards him.
 * Scrat is Oh Crap in adorable saber-toothed squirrel form.
 * In the Final Fantasy VII Advent Children movie:
 * Kadaj finding out that.
 * Kadaj, again, after he retrieves, then looks up to see a ferociously determined Cloud on his motorcycle Fenrir charging directly toward him.
 * The look on Loz's face when he's kicked into his own now-sliced-in-half-and-about-to-explode motorcycle. In a minor subversion, he gets back in the fight seconds later.
 * Cloud has a perfectly understandable Oh Crap moment when Sephiroth first appears, inches from Cloud's face.

"Reno: Hello...
 * Sephiroth displays a nice one when Cloud demonstrates his new and improved Omnislash.
 * Eliciting this reaction out of Sephiroth is practically an automatic Crowning Moment of Awesome...
 * The expression on Reno and Rude's faces when Bahamut SIN appears is priceless.

Rude: Hell no."

"Scar: So good to see you...alive...
 * Simba from The Lion King gets a very effective one of these moments just as he sees the wildebeest stampede heading right for him. His Evil Uncle Scar has a major Oh Crap moment when he realises that the hyenas have turned on him later in the film.
 * To be fair enough, that's because he placed the blame on them for Mufasa's death. Since Scar was the one who killed him by shoving him to his death, the hyenas weren't thrilled about being blamed by their master who was responsible for said titular character's demise. Yup. Shifting the blame for killing his brother on his own Quirky Miniboss Squad is never a good idea.
 * Oddly enough, this was only shortly after he brought one out of them, with an aside Death Glare upon realising they hadn't finished Simba off.

'Hyenas: *Big Gulp*''"

"Roz: Your stunned silence is very reassuring."
 * And before that, when.
 * Before that, the hyena trio has chased down Simba, Nala, and Zazu with intention of eating them. Simba plants his feet, arches his back, takes a deep breath, and delivers...a cute little-boy roar. The hyenas smirk and dare him to try that again. Simba takes another deep breath as the hyenas grin, and...A THUNDEROUS LION'S ROAR splits the air. The hyenas have just enough time to have an Oh Crap expression before Mufasa's paw slams them into the ground.
 * Mufasa himself gets an Oh Crap when he realizes Scar, whom he trusted implicitly, is going to.
 * Likewise, in The Princess and The Frog
 * In Monsters Inc.., Mike Wazowski gets one when Roz asks about his paperwork (not finished), and he doesn't have time to complete it before his date.

"Employee: 23-19!! 23-19!!
 * It helps that Mike is almost entirely (wide) eye and (slack with horror) mouth.
 * Also Sulley taking notes from Chuck Jones when he thinks Boo has ended up in a trash compactor.
 * Also, this happens to George Sanderson whenever he is discovered to have a "23-19" (the presence of a human sock) on him and must be forcibly decontaminated (full-body shave and scrub). The second time is priceless:

(CDA decontamination teams burst out of the bathroom stalls)

George: Ohhhh dear."

"Gen. Rogard: "That missile is targeted to the giant's current position! WHERE'S THE GIANT, MANSLEY?"
 * George's assistant gets a very satisfying one when George decides he's fed up with the little twerp, and 23-19s him.
 * Horton Hears a Who has the Mayor do a split-second, but wildly stretched, take once he realizes the stapler he was aiming at the portrait of the Council Chairman bounces off and flies back toward him... landing on his face... and staples anyway! In fact, many characters in this film have classic cartoon expressions by the nature of its original illustrator.
 * Many characters in Kung Fu Panda have these, since martial arts sequences are the highlight.
 * By far the most epic would definitely be the one worn by Tai Lung when
 * Close second also goes to Tai Lung in his battle against Po. In that split-second before . I give third to Shifu, when he
 * "Tai Lung is loose!"
 * Final Fantasy the Spirits Within: A very memorable Oh Crap when the Zeus Cannon overloads and falls apart, sending the spherical command bridge tumbling down the structure. General Hein, distracted by obsessed with firing the cannon, has only a few seconds to look back and out the viewport to see the gigantic mass bearing down on him, instants before it demolishes the module he's in.
 * 9's heros give us plenty, as well as
 * 1 gets a good one when he
 * In A Bug's Life, Frances the ladybug is confronted by the two flies he'd been heckling earlier. They ask him to repeat what he said to their friend, "Thud."
 * The expression Flik gets when he realizes his "Warriors" are actually circus performers.
 * In the new DTV Wonder Woman movie, she gets an "Oh Crap" moment during the climactic final battle with Ares... saying "Oh Crap."
 * The setup is what makes it awesome. When we first meet Steve Trevor, he uses the expression, and the Amazons decide it's proof of how vulgar men still are. Diana gives him a death glare every time he uses it. Then, when... well, I won't spoil it for you... Diana can only stare and go, "Oh, crap."
 * Ares gets one when his second to final scene
 * "They're trying to hit us! ZERO!!"
 * "Hello, Oogie..."
 * In Mulan, the soldiers have one when they realize just how big the Hun army is, then Shan-Yu has one when he realizes that even though Mulan missed him, she hit exactly what she meant to hit.
 * From The Iron Giant:

(Mansley turns around to see the giant standing a hundred feet behind him.)

Mansley: Oooh..."

"Jiminy: Boys? So that's what...PINOCCHIO!!!"
 * The Efrafan warriors have an Oh Hraka moment when the dog charges over the hilltop to maul them at the conclusion of Watership Down.
 * Monsters vs. Aliens has a slew of these moments, for both the good guys and the bad guys. The best is a string of Oh Crap moments for Gallaxhar when, after he imprisons Ginormica in a force-field cage, she (1) pries her way out, then (2) busts through a series of thick doors he tries to seal her behind, and, when he finally races through air vents too small for her to enter, (3) keeps punching holes in the vents that nearly squash him.
 * Batman Under the Red Hood: Batman's look of shock when he processes the audio of Red Hood's taunt, and discovers that
 * Black Mask saying "Oh, hell," as his reaction to seeing the Red Hood aim a rocket launcher at him.
 * We also get a nice "Oh crap"-look from the Joker after the Red Hood captures him and the Joker sees him draw out a crowbar.
 * Similarly, Red Hood says "crap" early in the final fight, when Batman attacks him with explosive pellets.
 * Felicia, Ratigan's fat, spoiled cat in The Great Mouse Detective, sort of has a double one herself. First, after Basil, Dawson, and Olivia rescue Queen Mousetoria from being fed to her, Felicia hears barking and turns around to find Toby coming after her. She screeches and runs for dear life. Second, after being chased by Toby for some time, Felicia climbs up on a wall, sneers at Toby (dogs can't climb very well), sticks her tail and her butt in the air, and leaps over to the other side of the wall, !
 * Loan shark Skyes gets one before
 * Prince Phillip in Sleeping Beauty gets one when Maleficient transforms into a dragon.
 * Cody in The Rescuers Down Under, gets a spectacular one as he falls off a cliff after freeing Marahute.
 * Also the scene where Mc Leach escapes from the crocodiles to the apparent safety of a floating log. Then he looks up and sees his sidekick mournfully waving good-bye to him from the shore.
 * Finding Nemo "Good feeling's gone."
 * INTERVENTION!!!
 * One of the gypsies at the start of The Hunchback of Notre Dame gets this expression when he realizes the person who captured them is Judge Claude Frollo.
 * Speaking of Frollo, he later gets this when the gargoyle he's holding on to comes to life in front of his face, just before it cracks and falls down with him to his Disney Villain Death.
 * The dinosaurs in Fantasia, when they all first see the Tyrannosaurus Rex.
 * The vultures after Shere Khan joins in on their little musical number in The Jungle Book.
 * Surprised that nobody's mentioned Disney's Cinderella. The Glass Slipper has been destroyed, the Evil Step-Mom is just beginning to gloat, when Cinderella pulls the other slipper from her pocket. Closeup on the Step-Mom's face, and its near-perfect "Oh, Crap!"
 * Jiminy Cricket has this moment when he finds out the true purpose of Pleasure Island.

"Piglet Is that a rumbly in your tumbly, Pooh?
 * Also Pinocchio himself when he first encounters Monstro the whale.
 * "LOOK OUT! JUMP!"
 * "I'VE BEEN DOUBLE-CROSSED!!!"
 * Vector from Despicable Me when  An earlier scene had an obnoxious carny put on a horrified face when Gru's response to the carny making fun of Agnes is to take a Death Ray to his target-shooting game.
 * In The Tigger Movie when the avalance is about to start.

Pooh: I don't think so, Piglet."


 * The title character from Sintel.