What Makes These Under The Skin Moments So Uniquely Unsettling

Jonathan Glazer's sci-fi thriller "Under The Skin" is the kind of film you call "indescribable." But because this is a written article and not a video essay, I will attempt to do the impossible. We don't know much about the main character in "Under The Skin." We believe she is an alien called Laura. As the film progresses, her eerie detachment morphs into something else entirely.

Presumably, Laura (Scarlett Johansson) has been sent to earth to harvest human specimens for unknown (but terrifying) purposes. Laura arrives in Northern Scotland sporting a perfectly unassuming British accent, luring unsuspecting men into her van and eventually taking them to a derelict house where they thoughtlessly follow her to their deaths. A threatening man on a motorcycle (played by real-life motorcycle racer Jeremy McWilliams) follows her to make sure she gets the job done.

One of the most disturbing things about "Under the Skin" is we're never quite sure what's happening. Why do these aliens need human bodies? Does Laura feel any remorse for her murders? The film only provides questions. But if you're looking to explore why the film is so frightening, you've come to the right place! Here are the most unsettling moments in "Under The Skin."

Laura undresses a paralytic woman

"Under The Skin" opens with a disorienting sequence of images and sounds, which Glazer described as an homage to the established 'language' of sci-fi. Finally, a few minutes in, we meet our protagonist, "Laura." But Laura's is not the first face we see. A man on a motorcycle, known in the script as "The Bad Man," has retrieved an unnamed woman's body. Her body is on a white surface in an entirely white space. The bare-skinned Laura strips this woman of her clothes and wears them. Initially, the woman appears dead, but then two tears escape from her eyes, indicating that perhaps she is alive.

At this point, the audience doesn't have any more clues, which is one of the reasons this early sequence is so startling. We don't know who this woman is, why she's here, or how this alien has become the figure we know as Laura. One of the scene's most unnerving aspects is how Laura reacts (or doesn't react) to what's in front of her. She dispassionately removes the woman's clothes. The only emotion we can potentially read on her face is curiosity. Her assessment of the situation is clinical, not empathetic. Laura is a menacing protagonist from the moment we meet her.

Laura lures a man to his death

After Laura steals the clothes of the incapacitated woman, we learn her objective. Laura drives around Scotland in a van, picking up men as she goes — easy pickings, especially because she's beautiful. Many of these scenes used guerilla-style filmmaking techniques. Johansson went undercover and lured ordinary citizens into her van, some of whom went on to be in the actual film.

Laura's schtick is: she's a lost woman looking for directions, and it works like a charm. When Laura picks up her second victim, we're let in on Laura's horrific secret. The young man follows Laura into a house, where she immediately starts taking off her clothes. He follows behind, doing the same, and by the time he's naked, it's too late. As he confidently chases after her, he starts sinking into a black substance of unknown origin.

As in the previous scene, Laura's lack of emotion about his death is unsettling. It's clear she's trying to be seductive – and she's succeeding in this respect. But it's obvious to us viewers that her allure is a mask. When she stares at the man with an enticing gaze, there's only abysmal darkness behind her eyes. The haunting score only emphasizes the ominous tone. We hear what sounds like a metronome accompanied by sharp, high-pitched synths. (Sorry, dude. You're not coming back from that.)

Whatever happened to the baby?

One of the most disturbing scenes in the film isn't the result of Laura's heinous objective. In this scene, Laura encounters a Czech drifter (Kryštof Hádek) camping by the ocean. Later, the Czech man attempts to save a married couple from drowning after they've swam into the ocean to rescue their dog. Laura finds him laying on the shore, exhausted, and proceeds to hit him on the head with a rock. She then drags him across the beach and into her van.

However, the assault is surprisingly not the most grisly part of this scene. The couple who attempted to rescue their dog left their baby on the beach. He cries as they try (and fail) to return to shore. Laura ignores the screaming baby, dragging the Czech man across the beach. Later that evening, The Bad Man returns to the beach to get rid of the Czech man's camping gear. Though it's been hours, the baby is still on the beach, screaming and struggling to stand on his stubby little legs.

Though Laura and The Bad Man are implicated here for failing to help the child, this family's tragedy is not the result of other-worldly influence. It was simply a case of bad luck and bad weather, compounded by the indifference of these non-human witnesses. This scene works so well because it aligns perfectly with the film's moral view: the world is a cruel and unfeeling place.

We're taken underneath the black liquid

Laura's next victim has an even more unpleasant experience than the previous one. Laura meets this man at a club that she unwittingly ends up at after being swarmed by a gaggle of party-going women. He agrees to go back with her to the house, and he's still dancing as he follows her through the black space. He sinks beneath the surface, just like the man before him.

But this time we get to see what's under there: vast nothingness, except for the misshapen form of a man. This other man is horribly bloated like he's been trapped underwater for days. His skin looks paper-thin. The clubber touches this other man's hand, and suddenly, he pops like a balloon. All that's left of him is his skin suit, which floats like a plastic bag in the wind.

There's so much to fear in this scene. The visuals are absolutely horrifying — a human body has never been contorted quite like that on-screen before. But its emotional fallout is just as upsetting, as the man who has fallen below the surface discovers his nauseating fate. And then there's the conclusion of the scene, where a chunky, red substance flows down a long trough and into a small opening. Is the red substance human remains? Where is it being sent? We don't know, which only makes these sequences even more frightening.

Laura almost becomes prey

Laura may be a powerful and ruthless alien, but she exists in the body of a human — making her vulnerable to the dangers of Earth. Many men Laura picks up are surprised that a woman at night would let them into her van. In almost every case, it's because she is the predator, not them. There is one instance where Laura learns how vulnerable she really is, and it's jarring.

While she's out hunting one night, a man asks her to lower her car window. She does and one of his friends jumps on the hood of her van like a wild animal. Several other men descend on the vehicle and attempt to break the windows and climb inside. Laura looks perplexed — though not afraid — by this turn of events. After a few moments, she drives away, stone-faced as ever.

As with the scene depicting the baby and his parents, this sequence is unsettling because it's alarmingly human. Though she doesn't seem to perceive herself this way, Laura is a beautiful young woman on the streets alone at night — meaning she's in danger from the violent actions of predatory men. It's a startling reminder that the world Laura is stealing from is far from innocent.

Laura preys on someone just as lonely as she is

After her encounter with the group of aggressive men, Laura picks up another man on the road. The man (Adam Pearson) has a facial deformity and doesn't seem too keen on making conversation with Laura. But Laura turns on the charm and eventually gets him to open up, encouraging him to touch her when she learns he's never had a girlfriend. All of those long nights on the road have added up, and the viewer likely believes that Laura's begun to feel a sense of loneliness, a feeling she senses in this man as well.

In this scene, she feels most like a predator. As opposed to the cheerful blokes who happily flirt with her, thrilled at the prospect of getting laid, this man has to be convinced to go with her. The final seduction is different, too. Rather than having the men follow behind her, she walks backward, with the man facing her. It's more intimate than the sequences that have come before it, which makes it all the more disconcerting.

We also see an alien form during this scene, which is as alarming as it is perplexing. Laura looks at the alien blankly, her expression betraying nothing. What's most disturbing is how well she reads this young man and how little remorse she has for her actions. But perhaps something has shifted within Laura because she lets this man go — though he doesn't get far.

Let her eat cake

Following her encounter with the lonely man, Laura appears to be unsettled. She gets on the road and travels to the Scottish countryside, where she stops at a restaurant to order a slice of chocolate cake. Laura picks up a piece of it on her fork and holds it in front of her face for several drawn-out seconds. Finally, she bites into the cake, only to choke on it and spit it up. The other patrons in the restaurant look at her with concern and perhaps a slight sense of revulsion.

This scene is not as terrifying as the serial killer spree Laura has gone on, but it is distinctly upsetting. At this point in the film, the viewer is encouraged to sympathize with Laura — despite the horrific things she's done. Otherworldly implications aside, "Under The Skin" is a film about loneliness in its most agonizing form. 

At this moment, we see Laura try and fail to be human — an experience that throws her even more off balance. Her abject failure — and the piercing gazes of the others in the restaurant — sends her into a near-catatonic state. It's hard to decide what's more upsetting, the idea of an alien masquerading as a human or that it's easy to sympathize with the alien here.

Laura has an unsettling realization about her own anatomy

Laura's not a damsel in distress, but to those around her, she seems like one. After the failed cake-eating experiment, Laura finds herself on a bus with a man concerned with her well-being. After she admits that she needs help, he takes her back to his home and feeds her a meal she doesn't eat. Later, they proceed to have an intimate encounter in his bedroom.

The man undresses Laura and tries to have sex with her — only to find that he can't. There's no genitalia a discovery that disturbs Laura even more than the man. Laura jumps out of bed and surveys between her legs with a lamp.

There are several layers to this eerie scene. First, it's troublesome that this man decided it's okay to have sex with a woman he thought was having a mental breakdown, which makes their encounter grim from the start. But then there's the uncomfortable implication that Laura seems to want to have sex with this man (who doesn't know she's an alien), despite the fact she doesn't seem sure how it works. Sure, there have been grosser intimate encounters between humans and aliens on-screen, but this one is unique because of how achingly human and awkward it is.

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Laura takes off her skin suit

Few alien reveals are more unsettling than the one at the end of "Under The Skin." Still feeling unmoored, Laura wanders into the woods. She runs into a lecherous logger who tries to rape her, only to find that she's not what she seems. He tries to rip off her clothes and accidentally rips off a layer of skin instead. When he sees what he's done, he flees the scene in terror.

Laura then removes the rest of her skin suit. She takes off her wig and her face before sliding the rest of the skin down her shoulders like clothing. As the snow begins to fall, she kneels in the forest with the skin bunched around her waist like an unzipped onesie. The skin underneath the suit is pitch black and has a slightly bumpy surface. She holds her face — or is it Laura's face? — in her hands, and it blinks back up at her.

It's hard not to react to this scene on a physical, visceral level. The idea that the exterior of someone's body — their "skin suit" — can be removed to reveal a figure underneath is one of the most horrific body horrors imaginable — an amplified uncanny valley. By starkly revealing the dissonance between humans and aliens, their images become exponentially more terrifying.

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The logger burns Laura alive

By the film's conclusion, we've had the honor (or horror) of seeing Laura's true form. The would-be-rapist logger reacts as one would expect after such a revelation: He runs away scared. But he doesn't leave for good. Instead, he returns a few minutes later with a jug of gasoline and lights Laura on fire.

The logger runs off, and Laura stumbles through the woods, ablaze. She makes it to a clearing and collapses in the snow — still very much on fire. It's not clear if she's in pain or what effect the fire has on her flesh, but it's hard to believe even an alien could survive these flames. The film's last shot is of the billowing smoke in the snow, though the camera shifts at the last moment and appears to be gazing from below. Is this Laura's perspective we're seeing?

Being burned alive is frightening enough, but the moral ambiguity of this scene is one of the elements that make it so perturbing. The logger was cruel, but was he in the right to set Laura aflame? Did Laura deserve to live after what she's done? There are no answers to these questions, leaving the viewer with nothing but a heavy pit in their stomach by the time the credits roll.