You know a horror film is supposed to be "scary."  But what really creeps me out are the movies that are freaky, and you aren't necessarily expecting it, movies that give my head a good messin' with.  Here are 12 movies that give me nightmares (Some videos not safe for work or have spoilers... you've been warned!).

12. Whatever Happened to Baby Jane?

As if Joan Crawford's eyebrows weren't creepy enough, Bette Davis defines "grotesque" in this over-the-top-even-for-melodrama thriller.

11. Requiem for a Dream

This movie is a nightmare in and of itself, all bizarre angles and gangrenous limbs.  The distorted imagery will worm its way into your subconcious and never leave.  Sweet dreams.

10. American History X

Most of this movie is non-nightmare inducing.  Except for - you guessed it - the infamous curb scene; I couldn't even watch its culmination.  It's like that dream where all your teeth fall out come to life.  Only a lot more painful.

09. Gummo

Unsettling and filthy, this movie makes you want to bathe as soon as you pop into your DVD player.  The characters are nauseous; their sole purposes are to make you glad you're not them.  I had nightmares for months that these people would somehow end up as my neighbors.

08. Trainspotting

A movie that makes heroin abuse unattractive?  Edgy.  But seriously, folks, this movie has its share of bizarre, gross moments, but none freaked me out more than the baby crawling along the ceiling.  This baby has haunted my dreams, yo.

07. A Clockwork Orange

The theatrical joy in violence and debauchery is utterly terrifying.  The masks the "droogs" wear are enough to scare the bejeezus out of you; imagine them breaking into your home, and you won't be sleeping easy.

06. Pan's Labyrinth

The best diet ever: visualize the pale man at the end of your dining room table.  *Shudder.*

05. Willy Wonka and the Chocolate Factory

This movie is purportedly a kids' film.  I call bullcocky on that.  The Oompa Loompas still make me shiver, those green-haired sons-of-Wonkas.  I'm afraid that every time I screw something up, they'll be there, with their Schadenfreude-via-song brand of justice.

04. The Orphanage

The creepy little lizard kid in a mask pops up every once in a while in my nightmares.  You know, just to say, "Yeah, I'll eat your face." 

03. The Shining

If the "twins" scene doesn't freak you out, you're unflappable.  My hat's off to you.  As for me, well, "Christine's not here, Mrs. Torrance."

02. The Ring

We've been inudated by crummy J-horror knockoffs (The Grudge, ugh), but The Ring is not one of those.  It's downright spine-tingling, thanks to Daveigh Chase's greasy-haired Samara.  Now, I never watch unmarked videotapes that mysteriously show up on my front porch.

01. Mullholland Drive

There's something off about David Lynch, and really, any Lynch film could make this list.  But this one has tiny people in a box, so it wins in my book.