Disney vs. Non-Disney Villains

Disney vs. Non-Disney Villains is a video series created by the joint effort of Manwhoooo and 73windman, beginning on September 11, 2010. It consisted of short clips starring villains of Disney and non-Disney affiliated animated films in hypothetical battles. In the first series, which ended on August 10, 2011, the villains were primarily hand-drawn animation, with brief interludes showcasing CGI and live-action villains. In the second series, which began on October 31, 2011, villains from animated TV shows are included, as well as an expanded cast of live-action villains.

The series has gathered many fans, some of whom created their own spin-offs, including (but not limited to) GAvillian's Disney vs Marvel Villains, and TheCultOfKefka's Disney Villains War. A brief round in which fans made and submitted their own battles was also included in the first series.

Rounds (1st Series)
Round 1: Round 2: Round 3: Round 4: Round 5 (CGI Villains Round): Round 6: Homemade Submission Round: Round 7: Round 8: Round 9: Round 10: Round 11: Round 12: Round 13: Round 14:
 * 1) Hades vs. Hexxus
 * 2) Frollo vs. Rothbart
 * 3) The Horned King vs. Rameses
 * 4) Ratigan vs. Jenner
 * 5) Doctor Facilier vs. Mok
 * 6) Ursula vs. Messina
 * 1) Rasputin vs. Queen Grimhilde
 * 2) Sykes vs. Carface
 * 3) Prince Froglip vs. Prince John
 * 4) Drake vs. Gaston
 * 5) Ludmilla vs. Maleficent
 * 1) Jafar vs. Zigzag
 * 2) Scar vs. Scar Snout
 * 3) Roscoe and Desoto vs. Cat R. Waul
 * 4) Shan-Yu vs. Snow Queen
 * 5) Tzekal Khan vs. Clayton and McLeach
 * 1) Ratcliffe vs. Tzekel Khan
 * 2) Prince John vs. Warren T. Rat
 * 3) Maleficent vs. Sharptooth and Mok
 * 4) Thrax vs. Scroop
 * 5) Chernabog vs. The Nightmare King
 * 1) Oogie Boogie vs. Other Mother
 * 2) Syndrome vs. Malthazar
 * 3) AUTO vs. Madame Gasket
 * 4) Hopper vs. General Mandible
 * 5) Emperor Zurg vs. Galaxhar
 * 1) Doctor Facilier vs. The Grand Duke of Owls
 * 2) Alameda Slim vs. Professor Screweyes
 * 3) Jafar vs. Clavious
 * 4) Ratigan vs. Warren T. Rat
 * 5) Zurg vs. Zygon
 * 6) Oogie Boogie vs. Lord Barkis Bittern
 * 1) Lady Tremaine vs. Miss Lenoir
 * 2) Merlock vs. Malice
 * 3) Dr. Greed vs. Forte
 * 4) Lotso vs. Zeebad
 * 5) Morgana vs. The Spirit of the Book and Nicholas
 * 6) Gantu vs. Megatron
 * 1) Mad Madam Mim vs. Messina
 * 2) Nuka vs. Red
 * 3) Cruella DeVille vs. Aunt Figg
 * 4) Chernabog vs. Rasputin and Rothbart
 * 5) Wise Guy and the Toon Patrol vs. Holli Would
 * 1) Saluk vs. Ruber
 * 2) Carface vs. Madam Medusa
 * 3) Shere Khan vs. Claudandus
 * 4) Yzma vs. Zelda
 * 5) Doctor Facilier vs. Puppetino
 * 6) Cat R. Waul vs. Edgar
 * 7) Mother Gothel vs. Malthazar
 * 1) Rourke and Captain Hook vs. Black Wolf
 * 2) Warp Darkmatter vs. Thrax
 * 3) The Queen of Hearts vs. Darla Dimple
 * 4) Kent Mansley vs. Lady Tremaine
 * 5) Lucifer vs. The Mouse King
 * 6) Merlock vs. Nekron
 * 7) Hades vs. The Emperor of Night
 * 1) Pete vs. El Supremo
 * 2) Scar vs. Steele
 * 3) Captain Hook vs. King Haggard
 * 4) Zira and The Horned King vs. Red
 * 5) Pain and Panic vs. Hotep and Huy
 * 6) Doctor Facilier vs. Thrax
 * 7) Hexxus vs. The Firebird
 * 1) Gaston vs. Tyler
 * 2) The Forces of Ruber vs. The Forces of The Horned King (featuring The Horned King, Creeper, The Horned King's men, The Cauldron Born, The Gwythaints, Ruber, Rameses, Rothbart, Zigzag, Rasputin, and The Griffin.)
 * 3) Frollo and Ratcliffe vs. Nekron
 * 4) Ratigan vs. Martin Brisby
 * 5) Yzma vs. Zigzag
 * 6) Emperor Zurg vs. Professor Screweyes
 * 7) Jafar vs. Mok
 * 1) Prologue
 * 2) Edgar vs. Max
 * 3) Pete vs. Darla Dimple
 * 4) Gang War!
 * 5) Carface vs. Cruella
 * 6) Madam Medusa vs. Cat R. Waul
 * 7) Gantu vs. Preed
 * 8) Kaa vs. General Woundwort
 * 9) Yzma vs. Gnorga
 * 1) The Battle of France: Part 1 (featuring Ruber, Rasputin, Zigzag, Kent Mansley, Tyler, El Supremo, Frollo, Ratcliffe, Shan-Yu, Gaston, Yzma, and Kronk)
 * 2) The Battle of Egypt (featuring Rothbart, Rameses, Maleficent, Lady Tremaine, Lucifer, and Diablo)
 * 3) Battle of the Ocean (featuring Eris, The Kraken, and Captain Hook)
 * 4) The Battle of Space (featuring Emperor Zurg, Gantu, Warp Darkmatter, and The Drej Queen)
 * 5) The Battle of France: Part 2 (featuring Hades, The Hydra, Abis Mal, Jafar, Rourke, Helga, The Griffin, Sharptooth, and Messina)
 * 1) Hades and the Titans vs. Eris and her titans (featuring The Wind Titan, The Lava Titan, The Ice Titan, The Rock Titan, Sharptooth, The Roc, The Red Bull, and The Dragon)
 * 2) Maleficent vs. Rothbart
 * 3) Frollo vs. Ruber
 * 4) Ratigan vs. The Mouse King
 * 5) Ursula vs. Morgana vs. Messina
 * 6) Captain Hook vs. Holli Wood
 * 7) Jafar vs. Rasputin
 * 8) Doctor Facilier vs. Mok (Rematch)

Rounds (2nd Series)
Round 1: Round 2: Round 3: Round 4: Round 5: Round 6: Round 7: Round 8: Round 9: Round 10: Round 11: Round 12: Round 13: Round 14:
 * 1) Shan Yu vs. King One Eye
 * 2) The Witches of Morva vs. Ruber
 * 3) Pete vs. Lord Maliss and The Wizard of Wonderland
 * 4) Ursula vs. Merman
 * 5) The Huntsman and The Huntsgirl vs. The Formless Minions
 * 6) Doctor Drakken vs. Mojo Jojo
 * 7) Long John Silver vs. Eris
 * 1) Major Bludd and The Baroness vs. Madam Medusa
 * 2) Stormella vs. Mozenrath
 * 3) Skeletor vs. Demona
 * 4) Azula vs. Shego
 * 5) Joe the Fish vs. Marina Del Ray
 * 6) The Baroness vs. Cruella DeVille
 * 7) Tzekel Kahn vs. Amos Slade
 * 1) Anastasia vs. Rameses
 * 2) Sarousch vs. Valmont
 * 3) Doctor Sevarius vs. Baxter Stockman
 * 4) Odin vs. The Snow Queen
 * 5) MacBeth vs. Destro
 * 6) The Fearsome Five vs. The Gangreen Gang
 * 7) The Schlepper Brothers vs. The Beagle Boys
 * 1) Demona vs. Cobra Commander & The Baroness
 * 2) Sa'Luk vs. Hun
 * 3) Eli Pandarus vs. Daolon Wong
 * 4) Black Bear vs. Darkheart
 * 5) Norton Nimnul vs. Doctor Robotnik
 * 6) Mojo Jojo vs. Chang
 * 7) The Huntsman vs. The Skeleton King
 * 8) Nessus vs. Aku
 * 1) The Quarrymen vs. Galvatron
 * 2) Xanatos vs. Vlad Plasmius
 * 3) McLeach vs. Major Bludd
 * 4) DNAmy vs. Doctor Mindbender
 * 5) Coyote vs. Technus
 * 6) Queen Narissa vs. Valmont
 * 7) The Battle of Atlantica (featuring Ursula, Evil Manta, Marina Del Ray, Skeletor, Evil Lyn, Merman, Beast Man, Tri-Klops, Trap Jaw, Clawful, and Whiplash)
 * 8) The Evil Queen vs. Rameses
 * 1) Ratcliffe vs. Admiral Zhao
 * 2) Horace and Jasper vs. Hak Foo
 * 3) Negaduck vs. Him
 * 4) Senor Senior Senior and Senor Senior Junior vs. Fuzzy Lumpkins
 * 5) Warp Darkmatter vs. Lugnut and Blitzwing
 * 6) Duff Killigan vs. Walker
 * 7) Xanatos vs. The Shredder
 * 8) Mozenrath vs. Devimon
 * 9) Scar vs. Mumm-Ra
 * 1) Cruella vs. Freddy
 * 2) Sark vs. Gideon Graves
 * 3) Morgana vs. Bavmorda
 * 4) Davy Jones vs. Goro
 * 5) Judge Doom vs. Count Olaf
 * 6) Maxim Horvath vs. Malachite
 * 7) The Battle of Oz (featuring The Wicked Witch of the West, Princess Mombi, and The Nome King.)
 * 8) Stayne vs. Count Ruegen
 * 9) Ramsley vs. Voldemort
 * 10) Captain Hook vs. The Kurgan
 * 1) The Dark Dragon vs. Shendu
 * 2) Tiburon vs. Drago
 * 3) Captain Hook and Sarousch vs. Professor Screweyes
 * 4) NOS-4-A2 vs. Blackarachnia
 * 5) Tony Dracon vs. Ebon
 * 6) Lady Tremaine and Sootinai vs. Lena
 * 7) The Weird Sisters vs. The Gangreen Gang
 * 8) Monkey Fist vs. Storm Shadow
 * 9) Pete and Ursula vs. Discord
 * 10) Mirage vs. Grune and Slithe
 * 11) The Sanderson Sisters vs. Van Pelt
 * 12) Barbossa vs. Bellatrix LeStrange and Lucius Malfoy
 * 13) Jafar vs. Ruber
 * 1) Ursula vs. Azula
 * 2) Yzma vs. Mojo Jojo
 * 3) Typhon vs. Aku
 * 4) Fox and the Pack vs. Karai (featuring Fox, Wolf, Jackal, Hyena, Dingo, Karai, and the Foot Ninjas.)
 * 5) Drakken and Shego vs. Hun and Baxter Stockman
 * 6) MacBeth vs. The Shredder
 * 7) Monkey Fist and Fukushima vs. Combustion Man
 * 8) Warmonga vs. Starscream
 * 9) The Gorgon Sisters vs. The Trix
 * 10) Tublat vs. Van Pelt
 * 11) Drizella vs. Jack Spicer
 * 12) Doctor Claw vs. Zorg
 * 13) The Battle of Agrabah (featuring Mirage, Abis Mal, Ayam Aghoul, Haroud Hazi Been, Mechanicles, The Mukhtar, Al-Muddy,Skeletor, Evil Lyn, Two-Bad, Trapjaw, Tri-Klops, Beast Man, Clawful, and Mer-Man)
 * 1) Cobra Commander vs. The Assassin
 * 2) Megavolt vs. Technus
 * 3) Anansi vs. Beast Man
 * 4) Sevarius vs. Mindbender
 * 5) Hecate and Devimon vs. Skeleton King and Queen La
 * 6) Warhok, Gantu and Gravitina vs. Vexus
 * 7) Hades and The Headless Horseman vs. Samhain
 * 8) Shredder vs. Zurg
 * 9) Shego vs. Hak Foo
 * 10) Silver and MacLeach vs. Bishop
 * 11) The Pack vs. Zartan and The Dreadnoks
 * 12) Kalabar vs. The Evil Genius
 * 13) Destro vs. Doofenshmirtz
 * 14) Narissa and Nathaniel vs. Voldemort and Wormtail
 * 15) Demona vs. Ebon
 * 1) Prologue (featuring Shredder and Krang)
 * 2) Krang vs. Hamsterviel, Zurg and Leroy
 * 3) Thailog and Coldstone vs. Daolon Wong
 * 4) Abis Mal vs. Zhao
 * 5) Storm Shadow vs. Coyote 3
 * 6) Fat Cat vs. Carface
 * 7) The Acolytes (Odin, the Dark Dragon, and Hecate) vs. Mumm-Ra
 * 8) Fang vs. Karai
 * 9) Jadis vs. Saruman and Lurtz
 * 10) Echidna's Children and Gaston (Amok Mon Ra) vs. King Sombra and Queen Chrysalis
 * 11) Amon vs. John Castaway
 * 12) Shere Khan vs. Kaynar
 * 13) Gantu vs. Megatron
 * 14) Senor Senior Junior vs. Vlad Plasmius
 * 15) The Forty Thieves vs. The Dark Hand
 * 16) The Battle of Peru (featuring Azula, Yzma, The Huntsman, and Megavolt)
 * 17) The Sanderson Sisters vs. Jareth
 * 1) Prologue
 * 2) The Pack vs. Shendu
 * 3) The Sorcerors Society vs. Mojo Jojo's Ape Army
 * 4) Don Karnage vs. Cat R. Waul
 * 5) Negaduck vs. Jack Spicer
 * 6) Megavolt vs. Nightmare Moon
 * 7) Mombi vs. Xayide
 * 8) Narissa vs. Count Olaf
 * 9) Abraham Kane vs. Hun
 * 10) Duff Killigan vs. Combustion Man
 * 11) Evil Manta vs. Merman
 * 12) Norman and Doofenshmirtz vs. Professor Ibsen and Van Pelt
 * 13) Pain and Panic vs. Demongo
 * 14) Zira and Shere Khan vs. Beast Man
 * 1) Prologue
 * 2) Shan Yu and Mozenrath vs. Fire Lord Ozai
 * 3) Jason vs. Barbossa
 * 4) Cardinal Richelieu and Captain Rochefort vs. The Sheriff of Nottingham
 * 5) Pete vs. Evil Lyn
 * 6) Shego and Red vs. The Baroness
 * 7) Amin Damoola vs. Valmont
 * 8) Queen La vs. Drago
 * 9) Hordak vs. Oberon
 * 10) Warp Darkmatter vs. Starscream
 * 11) The New Fearsome Five (Negaduck, Fat Cat, Don Karnage, The Phantom Blot, and The Collector) vs. Shredder and Krang (also featuring Bebop and Rocksteady)
 * 12) Horvath vs. Yaxley and Dolores Umbridge

1. Prologue

2. The Battle of the Underworld (featuring Hades, Gaston, Dr. Facilier, The Weird Sisters, Pain & Panic, Lady Waltham, Chaos, Nemesis, Eris, Aku, Samhain, Tzekel Khan, Ember McLain, Skulker, Discord and The Fates)

3. The Battle of the Forbidden Mountains (featuring Maleficent, Ursula, Pete, Queen Grimhilde, Abis Mal, Mechanicles, The Witches of Morva, Hades, Skeletor, Evil Lyn, Beast Man, Tri-Klops, Whiplash, Stinkor, and Skeletor's Minions)

4. Prologue:

5. The Battle of Planet Z (Featuring Zurg, Warp Darkmatter, Warhok, Warmonga, NOS-4-A2, Gravitina, Megatron, Blitzwing, Lugnut, Starscream and Blackarachnia)

6. The Battle of San Fransisco (featuring Shredder, Krang, Karai, Queen La, Coyote, Negaduck & La's minions)

7. The Battle of Nokmaar (featuring Horvath, Bavmorda, Winnie, Rochefort, Mercer, Evil Genius, Kal, & General Kael)

8. Prologue

9. The Battle of England (featuring Ratcliffe, Captain Hook, Sarousch, Amon, John Castaway, The Quarrymen, Admiral Zhao, & Col. Staquait)

10. The Battle of the Fire Nation (featuring Azula, Mai, Ty Lee, Cumbustion Man, Shego, Duff Killigan, Senior Senior & Jr, Gorrilla Fist, Monkey Fist & Dr. Drakken)

11. The Battle of China (Featuring Firelord Ozai, Jafar, Shan Yu, Mozenrath, Yzma, Mad Madam Mim, Megavolt, Saluk , The Huntsman & Ayam Aghoul)

Round 15:

1. Prologue

2. Cruella DeVille, Doctor Claw & Hector Barbossa vs Forces of Pinhead (Pinhead and Freddy Krueger)

3. The Battle of New York (Featuring Xanatos, Owen, Macbeth, Fox, Abraham Kane, Karai, Coldstone, Monkey Fist, Cobra Commander, The Baroness, Doctor Sevarius, Doctor Mindbender, Baxter Stockman, Demona,  Destro, Utrom Shredder, Hun, Shredder and Zurg)

4. Prologue

5.The Second Battle of China (Featuring Mozenwrath, The Huntsman, Huntsgirl, Mad Madame Mim, Sa'Luk, Yzma, Kronk,  Ayam Aghoul, Megavolt, Skeleton King, Shendu, Mojo Jojo, Mandarin, Valina, Jack Spicer and Vlad Plasmius)

6. The Battle of Pride Rock (Featuring Tublat, Zira, Mirage, The Mukhtar, Slithe, Grune, Scar's Ghost, & Mumm-Ra)

7. Frollo vs Hell

8. Prologue

9. Forces of Hordak (Featuring Hordak and Narissa) vs Maleficent and Skeletor

10. Maleficent vs Skeletor

11. The Battle of Bald Mountain (Featuring Odin, Hecate, Daolon Wong, Devimon, The Dark Dragon, Sage Odin, Oberon, Nergal, Myotismon, Snow Queen, Yono, Count Marzo and Puck)

12. Jafar vs Azula

13. Doctor Facilier vs Mok

14. Epilogue

Early Skirmishes
It is unknown how exactly the universes of the Disney and Non-Disney villains came into contact, nor when exactly the war between them happened in relation to the other wars that have sprung up. The war began with small conflicts between several key figures, beginning with the pollution spirit Hexxus' takeover of the Underworld.

While seeking a way to overthrow his brother Zeus and become king of the gods, Hades, god of the dead, met with his advisors, the Fates. They informed him about Hexxus, a powerful spirit who had terrorized the rainforest of Fern Gully until being sealed in a tree. Flying to Hexxus' resting place in his chariot, Hades burned down the tree, releasing the foul creature. Hades attempted to convince Hexxus to join him, but the spirit refused, attacking Hades. Surprised at Hexxus' power, Hades fled.

Hades returned to the Underworld, but was pursued by Hexxus. The spirit overcame Hades and tossed him into the River Styx. Although unable to die, Hades was pulled down by the shades inhabiting the river, leaving Hexxus to take the throne and title of god of the dead.

Meanwhile, in the world of mortals, the judge of Paris, Claude Frollo, had begun a campaign to root out and exterminate magic users, seeing them as servants of Satan. One of his first targets was Hedge von Rothbart, a sorcerer who had been terrorizing a kingdom in Northern Europe. Frollo's soldiers attacked Rothbart in his home, capturing him and his minion, Bridget.

Brought to Paris for execution, Rothbart used his powers to escape. Confronting Frollo himself in Notre Dame, Rothbart transformed into a monstrosity known as the Great Animal. Frollo attempted to fight back, but was no match for Rothbart, who flung him from the rooftop of Notre Dame.

Miles away, in Egypt, an even more powerful sorcerer, the Horned King, had been using his fearsome Black Cauldron to attack the nation, hoping to gain control of it. The Pharaoh, Rameses, resisted the attacks, even when the Horned King himself visited to negotiate surrender.

Rameses gathered his army and led an attack on the Horned King's citadel. From his tower, the Horned King used his great power to decimate Rameses' army with pillars of fire and walls of water. Rameses himself was drowned before he could even set foot in the Horned King's castle.

The skirmishes continued on a smaller scale. The rat city of NIMH was visited by the criminal mastermind, Professor Ratigan. Appearing before the city's council, Ratigan had a heated argument with Jenner, one of the council members. When Jenner insulted the newcomer, Ratigan challenged him to a duel.

That night, Ratigan and Jenner met in battle, pitting Ratigan's brute size and claws against Jenner's swordsmanship. The duel was vicious, but Ratigan eventually won out, killing Jenner. Knowing the public would turn on him if they learned what transpired, Ratigan destroyed any evidence of his involvement, and began making plans to sieze control of Nimh.

Meanwhile, the brilliant scientist Mok Swagger had been observing these early battles. Recognizing the potential for all-out war, Mok resolved to make certain that he came out on top. Targeting the voodoo sorcerer Doctor Facilier, Mok used his supercomputer to make contact with the Friends on the Other Side, the spirits that gave Facilier his powers.

Not long after, Mok confronted the doctor in his Voodoo Emporium. Facilier attempted to force Mok out, but the scientist revealed he had persuaded the Friends to join him. The spirits turned on their former partner, forcibly dragging the horrified Facilier to the Underworld.

In the depths of the sea, the witch, Ursula, had finally managed to take the power of the trident from the ruler of the oceans, King Triton. Her new power was coveted by the shapeshifting sorceress, Messina, who attacked Ursula. Using the trident, Ursula grew to a gigantic size to fight Messina. However, Messina spotted a shipwreck that had been pulled from the seafloor by Ursula's powers. Transforming into a waterspout, Messina plunged the ship's jagged prow into Ursula's chest, killing her. However, the trident was lost in the battle, leaving Messina without its might.

The Conflict Grows
Soon, the battles between villains became more and more frequent. Rasputin, a Russian mystic and necromancer, arrived in Eastern Europe, offering his services to the wicked Queen Grimhilde. However, Rasputin's treacherous reputation had preceded him, and Grimhilde refused him, to his humiliation. Seeking revenge, Rasputin used his magic to take control of the Queen's Magic Mirror. Taunting her, Rasputin then struck the Queen with a curse that turned her into a hag.

Grimhilde attempted to flee her kingdom, but this was not enough for Rasputin. Confronting the former Queen in the forest, Rasputin blasted lightning at a cliff she was standing on. Grimhilde fell to her death, followed by a large boulder. With the Queen dead, Rasputin laid claim to her castle and magical storehouse.

Meanwhile, in New York City, two major figures in the criminal underworld found themselves at odds. Brutal loan shark Bill Sykes called a meeting with Carface, a pit bull crimelord. Carface was behind on his debts, and Sykes threatened him. Knowing what happened to those who failed to pay back Sykes' loans, Carface decided to act.

Later, as Sykes was on his way to kill Carface, the pit bull and his lackey, Killer, set a trap. Pushing an abandoned car into the road, they waited for Sykes' limo. As planned, Sykes crashed into the car, killing him instantly.

In the caverns beneath England, the goblin Prince Froglip plotted a war against the "Sun People" (those who lived above ground). Rallying an army of goblins, Froglip led an assault on the castle of the tyrannical Prince John. With their network of tunnels circulating the entire castle, the goblins had the upper hand over John's guards. However, they made a mistake when they dug too far and breached a dam. The tunnels were flooded, and the goblin army was swept away. Froglip almost escaped, but John himself struck him down.

It wasn't long before news of the turmoil reached throughout the world. Seeking an advantage, the corrupt Governor of the Virginia Colony, Ratcliffe, hired a huntsman named Gaston to strike at key targets. One of these was a thuggish penguin named Drake.

Accompanied by his henchman, LeFou, Gaston sailed to Drake's lair in Antarctica. Drake's size and strength initially had the upper hand, but Gaston soon evened the odds with his weapons. Drake attempted to throw a large boulder at his foe, but Gaston tackled the penguin, knocking him to his death. Afterwards, Gaston took Drake's head as a trophy.

In Moscow, the sorceress Maleficent made a play for the throne of Russia. The young tzar was a simple obstacle to get past, but his adviser, Ludmilla, proved more difficult. Desiring the throne for herself, Ludmilla contacted Mok Swagger, who had cemented his control over Facilier's Voodoo Emporium.

With the aid of the Friends on the Other Side, Mok created a potion that would help Ludmilla. He told her it would give her great power, but at an equally great cost. Paying little heed to Mok's warning, Ludmilla drank the potion, which turned her into a dragon. Unfortunately, the potion also took Ludmilla's human mind. Driven only by an instinctual desire to take out Maleficent, the dragon attacked the witch's castle on Forbidden Mountain. Spotting the dragon as it climbed her castle, Maleficent summoned a lightning bolt which struck the former Ludmilla down.

Back in the Underworld, as Ludmilla's soul arrived, Hades managed to free himself from the River Styx. Knowing he could not challenge Hexxus in his current state, Hades traveled to the realm of Tartarus. Here, he met with Eris, the goddess of chaos, who he teamed up with to take back the Underworld.

Meanwhile, after assisting Ludmilla, Mok used his supercomputer to observe the other conflicts taking place across the globe. Seeing the results, Mok continued to plot his master scheme.

At last, recognizing a war was brewing, many villains began to gather their forces. In Egypt, the Horned King summoned his undead soldiers. On the outskirts of China, the Hunnic warlord Shan Yu gathered his army. In Virginia, Ratcliffe rallied his colonists. In France, Gaston gathered a mob of villagers to his banner. In Africa, the scheming lion Scar put together an army of hyenas. In England, Prince John rebuilt his army. In Europe, Rasputin began summoning demons to serve him. As these forces gathered, Hades and Eris watched in sinister delight. Little did they know a new power would soon rise in the East...

Power Plays
In the kingdom of Agrabah, the wicked sorcerer Zigzag arrived as an emissary of the conqueror King One-Eye. Zigzag tried to convince the Sultan of Agrabah and his grand vizier, Jafar, to surrender peacefully, but was rebuked. Zigzag warned the Sultan to ready his forces for war before departing. Knowing the armies of Agrabah stood little chance against the One-Eyes, and desiring the throne for himself, Jafar decided to take matters into his own hands.

As the One-Eyes arrived and prepared to lay siege to Agrabah, Jafar unveiled a magic lamp he had recently obtained, containing a powerful genie that would grant Jafar three wishes. Jafar used his first wish to become a mighty sorcerer, and rode out to confront Zigzag. As the two sorcerers rode towards each other, Jafar revealed his new powers by breathing fire, frightening Zigzag's horse and burning down the One-Eyes' siege machines. With his army in ruins, Zigzag tried to escape, but was blasted away by Jafar. Agrabah had been saved from one tyrant, only for Jafar to begin taking over the city.

In Africa, the deceitful lion Scar, having taken over a pride of lions by murdering his own brother, was concerned morale in his subjects was low. When a group of human infants were attacked by a bloodthirsty wolf, Scar Snout, Scar decided to save them as an example of his benevolence. Scar tackled the wolf, but underestimated his opponent's strength, allowing Scar Snout to toss the lion from a bridge. Recovering, Scar returned to the battle and turned the tables, tossing Scar Snout in turn from the bridge to his death.

After the death of Bill Sykes, Carface began building up his own criminal empire, but soon recieved word that Sykes' pet dobermans, Roscoe and Desoto, were hunting him down to exact vengeance. Fearing for his life, Carface contacted the criminal mastermind Cat R. Waul, placing a contract on Roscoe and Desoto. Waul's gang ambushed the dogs, but were on the verge of defeat until Waul himself stepped into the fray. Armed with a large revolver, Waul shot both Roscoe and Desoto to death.

In China, Shan Yu gathered his army of Huns to attack the fortress of the Snow Queen, who controlled a crucial mountain pass. Aware of the oncoming invasion, the Queen used her powers to trigger a massive avalanche. Shan Yu and his horde were buried in ice and snow before they could even set foot in the Queen's citadel.

Continuing his plots, Governor Ratcliffe hired two hunters, Clayton and Percival C. McLeach, to travel to Mexico and depose the tyrannical Aztec shaman, Tzekal Khan. Hearing of the contract, Khan prepared himself by using an ancient ritual to take control of a gigantic jaguar statue. As Clayton and McLeach approached Khan's hideout, they were ambushed by the statue, which easily shrugged off their attacks and tossed McLeach from a cliff into a river. Evading the jaguar, Clayton attempted to go after Khan himself, but soon became entangled in vines. As Khan taunted him, Clayton cut himself free, but fell from the clifftop, accidentally hanging himself from a vine. At the same time, McLeach plummeted to his own death over a waterfall.

Back in Paris, in the Hall of Justice, Ratcliffe called a meeting between his surviving forces: Gaston, obsessed government agent Kent Mansley, and brutal knight Sir Ruber. At the meeting, Ratcliffe revealed his true master, Frollo, who had survived his battle with Rothbart. As Frollo announced his plans to use the war to take control of the world and exterminate all magic users, Ruber made an attempt to murder the judge and seize power. Gaston intervened and subdued Ruber, but Ruber escaped before he could be captured.

Meanwhile, in the Underworld, Hexxus consulted the Fates about the events of the growing war. After seeing the recent rise of Frollo's faction, Hexxus decided to form his own alliance, resurrecting the vile Thrax, a murderous virus and old enemy of Hades.

Forging Alliances
After the meeting at the Hall of Justice, Ratcliffe and Frollo received word that Clayton and McLeach had been killed by Tzekal Khan, who was still alive. Displeased, Frollo ordered Ratcliffe to eliminate the sorcerer on his own. Ratcliffe assembled his army and set sail for the Aztec Empire.

Upon arrival, the colonists were immediately attacked by Khan's jaguar statue. Seizing a rifle, Ratcliffe depowered the statue with a well-placed shot to the eye. Angered by the loss of his weapon, Khan stepped forward to kill the army himself. Knowing of Khan's magic, Ratcliffe did not waste time waiting for him to use it. He brought his cannons forward, opening fire while also setting off kegs of gunpowder. Khan's temple was destroyed, and he was swept away in the river below. Not leaving anything to chance, Ratcliffe followed Khan downstream and had him arrested when he emerged from the water.

Despite having rebuilt his army to full strength after the war with the goblins, Prince John continued to have problems with the noble outlaw, Robin Hood. Wanting to be rid of him once and for all, John hired a criminal, Warren T. Rat, to capture Robin Hood. Soon, Warren succeeded where John had failed repeatedly, capturing Robin Hood and putting him to death.

Despite Warren's success, the greedy prince refused to pay the rat for his services. Warren brought his gang to England and laid siege to John's castle. During the conflict, a surprising revelation was made: Warren was actually a cat, disguising himself to further his schemes. The tide of battle soon turned in Warren's favor, and he burned John's castle to the ground.

Knowing Maleficent was a powerful enemy, Mok Swagger decided to try once again to get rid of her while the War was still young. Discovering the fearsome T. Rex, Sharptooth, Mok decided to use it against his rival. Using a mind control device, Mok took command of Sharptooth and had him attack Maleficent's castle.

As Sharptooth approached Forbidden Mountain, Maleficent saw him from her tower and summoned a forest of thorns to stop him. The dinosaur managed to break free, and Maleficent realized she would have to be more direct in killing him. She teleported to the ground, causing Sharptooth to charge her. Before he could harm the sorceress, however, she transformed into a dragon, shocking Mok, who was watching the battle via computer. The mighty dragon easily defeated Sharptooth, to Mok's dismay.

Seeking additional allies to serve Hexxus, Thrax journeyed to space and met up with Long John Silver's pirate crew. Silver agreed to lend his aid, but one of his crewmen, the brutal Scroop, refused to serve the new god of the dead. He ambushed Thrax, who disabled the ship's gravity, sending Scroop flying. Scroop managed to hold on to the ship's rigging, but Thrax pursued, severing the ropes holding Scroop down. The cutthroat was sent tumbling into the void.

On Bald Mountain, the powerful demon-god Chernabog was confronted by a rival, the Nightmare King. Chernabog began by summoning his army of demons and ghosts, which the Nightmare King easily destroyed. Next, Chernabog conjured a blast of hellfire, which struck the Nightmare King a mortal blow. The King was consumed by flames, and Chernabog laid claim to his domain.

Back in China, Shan Yu freed himself from the ice, along with several of his men. Suspecting the Hun would survive his battle with the Snow Queen, Frollo tracked him down and accepted him into his alliance. Meanwhile, in Tartarus, Hades expanded his own forces by returning the soul of Doctor Facilier to life in exchange for his aid against Hexxus.

Back in Europe, Rasputin located Ruber, still desiring to get revenge on Frollo. The Russian mystic allied with the evil knight, granting him the power to turn his followers into men of iron. At the Forbidden Mountain, Maleficent was approached by another visitor, but this time, he was friendly. The Horned King and Maleficent combined their forces in what would prove to be a truly terrifying alliance...

War Consumes the Multiverse
Around this time, skirmishes broke out among the villains inhabiting the CGI animation unverses as well. In Halloween Town, the terrifying fiend known as Oogie Boogie was distressed to learn that a newcomer, the Other Mother, was being proclaimed more frightening than himself. Paying her a visit, Oogie was surprised to see the "frightening" Other Mother was seemingly just an ordinary woman. Oogie taunted her and tried to force her out of town, when the Other Mother revealed her true form: a thin, spider-like witch. This creature horrified even Oogie, who tried to escape. However, the Other Mother pursued him and, using a needle, cut open his sack-like body. The vermin which made up Oogie were destroyed in a vat of his Snake and Spider Stew. The Other Mother claimed victory, not knowing that one of Oogie's insects had escaped.

On a remote island, the wannabe superhero Syndrome sought to prove himself by defeating the cruel tyrant, Emperor Malthazar. During the confrontation, Syndrome impulsively used his powers to toss Malthazar hundreds of feet through the air. Malthazar survived, and returned to his underground base to rally his men and take out Syndrome. Unknown to Malthazar, Syndrome had tracked him down. The "hero" used an explosive device to cause a cave-in, draining a river into the base and drowning Malthazar's army. Syndrome left, just as Malthazar made his own escape.

Deep in space, the mad robot Madame Gasket had been dismantling her own robot brethren in a bid for power. Seeing Gasket as a threat to his own plans, the twisted machine known as AUTO had his robot guardsmen capture Gasket and bring her before him. Unintimidated, Gasket threatened to turn AUTO into scrap metal, whereupon AUTO activated his stronghold's defenses to take Gasket out. Gasket fought back, but in the end, she was thrown into a furnace and destroyed.

In the world of insects, the brutal grasshopper, Hopper, and his gang had long been terrorizing an ant colony, forcing them to pay them a tribute of food each year. On the brink of starvation, the desperate ants hired the cruel General Mandible to defend them. When the grasshoppers paid their next visit, Mandible met with them, telling Hopper to either leave the ants in peace or prepare for war. Hopper chose the latter.

A few weeks later, Mandible had assembled his army and marched on the grasshopper base. Hopper's gang met them, and both sides fought fiercely. In the end, though, the larger grasshoppers prevailed. Mandible was taken before Hopper, who killed his enemy by tossing him into the earth, where he was dashed on a large root.

Back in space, another large war was brewing between the armies of the evil Emperor Zurg and the alien warlord Galaxhar. Galaxhar's clone army triumphed over Zurg's robot forces, only for the Emperor himself to confront Galaxhar aboard his mothership. In single-combat, Zurg proved the victor, and he destroyed the ship by overloading the engines.

However, Zurg was unable to make it out in time, plunging down a shaft to what seemed to be certain death. At the last moment, however, the damaged warp core tore a hole in the fabric of the universe. Instead of dying, Zurg was transported to the hand-drawn animation universe, where he managed to take over an alien planet. Using the planet's computer systems to learn about the war going on between the villains, Zurg decided to create a new army and claim victory.

The War Continues
Deciding to test out their new minion and take out a threat to their power, Hades and Eris tasked Doctor Facilier with killing the powerful sorcerer, the Grand Duke of Owls. Facilier was returned to the realm of mortals, where he confronted the Duke in his treetop fortress. The Duke quickly sprung into action, using his magic breath to grow to enormous size and summon a whirlwind. This display did not deter Facilier, who used his own magic to shrink the Duke, making him easy to kill.

Elsewhere, the mad Professor Screweyes was putting on a show at his circus of fear, not knowing he had two visitors. One, Mok Swagger, was watching to see if Screweyes could prove himself to be a capable minion. The second, cattle rustler Alameda Slim, had come to steal the animals Screweyes used in his show. Slim set to work, using his hypnotic yodeling to enchant the animals, much to Mok's annoyance. However, Slim had underestimated the master of fear. Screweyes used the terrifying special effects in his circus to break Slim's mind, driving him insane. The horrified Slim was shot out of a cannon to his doom, while Mok watched with delight.

In Rothbart's hidden fortress, the sorcerer ordered his estranged partner, Clavious, to seek out the Forbidden Arts, a powerful magic orb. Although Clavious had no loyalty to his long-time rival, he agreed, hoping to use the Arts for himself. Clavious tracked down the Arts, only to discover another sorcerer had found them too: Jafar. The two evil magicians engaged in battle, seeming to be evenly matched. However, Jafar had Iago fly out of nowhere and knock the orb from its pedestal. Jafar escaped, having lost the Forbidden Arts, but killed his enemy in the resulting explosion.

Back in NIMH, Professor Ratigan continued to build up his power base, conferring with Warren T. Rat. However, Warren revealed that he knew Ratigan had murdered his predecessor, and planned on leaking this information to the public, making Ratigan an outcast and Warren the new most powerful man in NIMH. Knowing he had to act fast, Ratigan had his minion Fidget assemble materials for a secret weapon. The following day, Ratigan confronted Warren and his gang of cats, summoning a mechanical monstrosity, the Giant Mouse of Minsk. Terrified, Warren and his men fled, never to return.

Emperor Zurg finished constructing his base, which he named Planet Z. However, another alien warlord, Zygon, had been planning his own conquest of the planet for months, and was not about to cancel his plans over a change in leadership. Zygon's trained soldiers proved victorious over Zurg's newly-constructed robots in several conflicts, leading Zygon to personally approach Zurg to negotiate surrender. However, the ruthless Zurg was ready for him, blasting Zygon apart.

Back in the Stop-Motion universe, murderous nobleman Lord Barkis Bittern approached Oogie Boogie, who had managed to reform himself after his battle with the Other Mother. Bittern hoped Oogie could help him aquire more wealth through his gambling, but Oogie refused to share any of his riches. Oogie mercilessly tore Bittern apart with his torture devices before devouring the corrupt lord.

Despite Scar's attempts to bolster his reputation, a severe drought hit the Pride Lands, sending the lions into famine. Meeting with his mate, Zira, Scar decided to achieve through conquest what politics had failed to deliver. Assembling an army of hyenas and lions loyal to him and Zira, Scar swore to destroy any who stood in his way.

In Neverland, Frollo and Shan Yu met with the pirate Captain Hook, recruiting him and his crew to their faction. Mok revealed himself to Screweyes, impressed with his skills, and took him under his wing. As his reward for a successful mission, Eris revealed to Facilier that his killer was still alive and growing more powerful.

A new age of darkness swept into Agrabah as Jafar finalized his takeover, deposing the Sultan and taking him captive. And under the sea, the witch Morgana returned her sister, Ursula, to life.

Signs of Things to Come
Laying low after her battle with Ursula, Messina emerged again to take out another rival, fellow sorceress Madam Mim. Confronting Mim in her hut, Messina challenged her to a Wizard's Duel. Mim accepted, and the two shape-shifted into various animal forms to battle. When Mim's hut began to get damaged in the conflict, Mim took the battle outside, where she transformed into a powerful dragon. Unimpressed, Messina used her greater magical skill to summon a virus that infected Mim, leaving Messina with victory.

Feeling left out of Zira and Scar's alliance, Zira's son Nuka sought to prove himself as a warrior. Traveling to the Horned King's citadel, Nuka asked the necromancer to seek out an enemy for him to battle. The Horned King told Nuka of an elderly dog named Red that might prove a worthy adversary, and Nuka left to seek Red out, unaware the King had set him up. Red turned out to be a powerful demon, and easily defeated Nuka, crushing him.

The corrupt lawyer Lickboot phoned his client, wealthy socialite Cruella DeVille, with grave news: thanks to the chaos caused by the war, DeVille was now nearly bankrupt. Lickboot announced his intentions to leave Cruella for a wealthier client named Pristine Figg, much to Cruella's dismay. Confronting Lickboot and Figg at the latter's mansion, Cruella threatened the pair, to no avail. A few days later, Cruella made good on her threats by attacking Figg while she and Lickboot were out driving. After a car chase, Figg and Lickboot were rammed off the road into a pigpen. Humiliated and fearing for their lives, the pair went into hiding, allowing Cruella to restore her lost fortune by laying claim to Figg's.

With the Nightmare King destroyed, Chernabog now began laying waste to the eastern European landscape with his demonic hordes. Fearing Chernabog's power but unable to confront the demon-lord on their own, the sorcerers Rasputin and Rothbart forged an alliance. Traveling to Bald Mountain, the two sorcerers battled Chernabog and his demons. Although they made quick work of Chernabog's minions, Rasputin and Rothbart found that the Black God still trumped them in power. Retreating back to Grimhilde's castle, the two consulted the Magic Mirror for aid. The mirror revealed that another demon, the Emperor of Night, might be able to defeat Chernabog, and the two sorcerers conjured the Emperor. As predicted, the Emperor outfought Chernabog and banished him from the mortal world, ending his threat.

Meanwhile, seeking to avoid the more dangerous villains, Carface and Cat R. Waul went into hiding away from the war, establishing an illicit club. They employed the dancer Holli Would, who longed to travel to other universes and harbored a deep hatred of animals. Eventually, this hatred caused Holli to fall afoul of the club owners, and Holli sought out Emperor Zurg, who she had learned hailed from another universe. Zurg agreed to let Holli escape from Carface and Waul, using his technology to transport her to the live-action universe.

Unfortunately, Holli soon learned that a group of weasels calling themselves the Toon Patrol had been tasked by their employer with preventing anyone from the animated universe from intruding in their dimension. Chased by the Toon Patrol's leader, Wise Guy, Holli sought out the Spike of Power, which would grant her power over dimensional energy. Finding the Spike, Holli was turned back into her animated form while remaining in the live-action universe, and kicked Wise Guy from the tower where the Spike rested.

After being restored to life, Ursula sought power on land in order to find and reclaim the Trident. Learning of Frollo's faction, Ursula transformed herself into a beautiful woman, "Vanessa", and seduced Frollo, tightening her control over him with hypnosis.

Rasputin, having presented Ruber with Rothbart's services, was confronted by another sorcerer: Zigzag, who had survived his attempted invasion of Agrabah. Along with Rothbart, Zigzag was also accepted into Ruber's alliance.

Meanwhile, back in France, the noblewoman Lady Tremaine discovered Urusla's plot. To buy her silence, Ursula granted Tremaine a magic wand that would grant her magical power of her own. Accepting Ursula's gift, Tremaine also inducted herself into Frollo's alliance. However, Ursula was dismayed when she discovered Morgana had taken the Trident as her own. Ursula swore revenge on her sister.

Discovering the mortally-wounded Nuka, Zira watched with horror as her son died in front of her. The lioness vowed to find and punish Nuka's killer, while Red met up with his true master: Hexxus, God of the Dead.

Crime and Sorcery
Still building his own faction, Ruber learned of the band of 40 Thieves and sought to acquire their services. The leader of the thieves, Sa'Luk, refused to cooperate, but said that Ruber could win control of the band by facing him in mortal combat. Facing his enemy on a mountaintop, Ruber took advantage of a loophole in the rules and called in his pet griffin to aid him, casting Sa'Luk down.

In the swamps of Louisana, arch criminal Madam Medusa was closing in on the legendary diamond known as the Devil's Eye. Hearing of this through his second in command, Killer, Carface decided to lay claim to the gemstone before Medusa. Ambushing Medusa while she was in town, Carface tried to gun her down, but she managed to escape in her car. Not one to give up easily, Carface next tracked Medusa to her riverboat, only to be kicked off and chased away by her alligators, Brutus and Nero.

Knowing Zira was looking for her son's killer, Red decided to nip this threat in the bud. He sent Claudandus, a feline serial killer, to find and eliminate Scar and Zira's ally, the dreaded tiger Shere Khan. The two killer cats squared off in a burning house, but Khan overcame his enemy, slicing open his stomach. His organs spilling out, Claudandus was left to a horrifying death while Khan went to inform Scar and Zira of the attempt on his life.

Returning to his base after the battle with Sa'Luk, Ruber tasked Rothbart with finding a powerful magic potion in the possession of the Inca sorceress Yzma. Although Ruber never told Rothbart why he needed the potion, Rothbart reluctantly sent his lover, Zelda, to retrieve the potion. Infiltrating the Inca capital, Zelda was discovered by Yzma, who began battling the intruder. Zelda proved more powerful in combat, but Yzma won by knocking her potion collection down on the other sorceress, consuming her in a blaze of fire.

The greedy puppeteer, Stromboli, found himself being upstaged by a newcomer named Puppetino, who began attracting audiences and money away from Stromboli. Furious but with no fighting ability to speak of, Stromboli hired Doctor Facilier to dispose of Puppetino. Facilier accepted, not informing Stromboli that he had already been sent by Hades and Eris to kill Puppetino, who was a secret servant of the Emperor of the Night. Confronting Puppetino after one of his shows, Facilier used his voodoo dolls against Puppetino, transforming the mad puppeteer into a lifeless puppet himself.

Hearing of Carface and Cat R. Waul's criminal syndicate, Cruella DeVille saw the organization as a threat to her newly regained wealth. Hiring a butler named Edgar, who had experience in dealing with cats, Cruella ordered him to take out Waul. Unfortunately, Waul had already heard about the planned hit and laid a trap for Edgar. Sending his gang to ambush Edgar on the road, Waul succeeded in sending Edgar packing.

In the CGI universe, Malthazar was seeking new power after the loss of his army. Hearing that the hair of a young maiden, Rapunzel, could grant eternal life, the tyrant sought her out. However, he fell afoul of Rapunzel's caretaker, Gothel, who was already using the hair to sustain her own life. A struggle ensued, and Malthazar ended up slicing Rapunzel's hair off, making it lose its power. Rapidly aging, Gothel was cast out of her tower by Malthazar, collapsing into dust as she hit the ground.

Planning a new offensive, Ratcliffe tried to speak to Frollo in the Hall of Justice, but, consumed by his desire for "Vanessa", Frollo sent the Governor away. Confused and angered by Frollo's lack of action, Ratcliffe met with Kent Mansley and his newest general, Lyle Rourke, to take action behind Frollo's back.

After hearing of her old associate Medusa's own run in with Carface and Cat R. Waul, Cruella gave her a call, requesting that the two of them combine forces to resist the change in the criminal underworld. Medusa joyfully accepted.

After his death at the hands of the Horned King, Rameses made the perilous journey to the realm of Tartarus, where he was found by Eris. The dark goddess, impressed by Rameses' force of will, took him in and informed him of how his former kingdom had been claimed by the Horned King and Maleficent, who were terrorizing the population.

Making it back to the Pride Lands, Shere Khan met up with Scar and Zira, who he informed about Red and his role in their son's death. Zira swore to make Red pay for his crime.

Although upset by Zelda's failure, Ruber was able to find the time to welcome the dark sorcerer Nekron into his alliance. Meanwhile, the war on Earth had attracted an alien race, the Drej, who planned to destroy all life on Earth and make it their own.

Rise of Hades
Tasked with overseeing Ratcliffe's latest offensive, Kent Mansley sent Captain Hook and Lyle Rourke to assassinate the wizard Blackwolf, who was amassing an army of mutants. Rourke and his team of mercenaries laid seige to Blackwolf's castle, engaging the mutants in a bloody battle, with Shan Yu and his Huns appearing to lend Rourke a hand. While the armies were occupied on the battlefield, Hook infiltrated Blackwolf's castle and shot the wizard dead.

Seeking to expand his power into space, Hexxus sent his second-in-command Thrax to attack Emperor Zurg. Thrax landed on Planet Z to find Zurg holding a conference with the Drej to create an alliance to attack Earth. When Thrax sabotaged the power generators for Zurg's base, the Emperor's right-hand-man Warp Darkmatter attacked the intruder. The super-soldier battled the virus through the halls, but Thrax used explosives to take out Darkmatter, comprimising the base.

In the realm of Wonderland, the Queen of Hearts had decided to remain neutral during the war, concerned only with herself. That all changed when she invited child actress Darla Dimple to entertain her. The tempermental Queen threw a fit when she became bored with Dimple's performance and ordered her guards to arrest Dimple when she talked back. However, Dimple's giant bodyguard Max came to her defense, scattering the Queen's card soldiers and even overthrowing the Queen herself. With the Queen out of the way, Darla claimed the throne of Wonderland for herself.

Hearing rumors that Lady Tremaine was a magic-user, Kent Mansley decided to investigate this breach of Frollo's anti-magic laws. Paying a visit to Tremaine's estate, Mansley was rebuffed, but returned with military backup. Threatened, Tremaine revealed her magic wand and attacked Mansley's forces, destroying tanks and even a nuclear missile launched against her. Unable to stop her, Mansley fled, swearing to inform Frollo of Tremaine's treachery.

Back in NIMH, Ratigan faced another threat to his power in the would-be Mouse King. The King had recruited an army and confronted Ratigan at his home, only for the evil professor to call in another secret weapon: Lady Tremaine's pet cat, Lucifer. Lucifer easily defeated the Mouse King's army, and badly injured the King himself, forcing him to put his plans on hold.

Seeing Ruber's new general Nekron as a possible ally, Jafar decided to test him against his minion Merlock. Told he would be granted use of Jafar's magic lamp if he slew Nekron, Merlock took the form of a griffin and set out to the sorcerer's ice fortress. Informed by his men of Merlock's approach, Nekron used his telekinisis to tear Merlock's magical amulet from his grasp, robbing him of its power. Returned to his normal form, Merlock helplessly fell to his death, much to Jafar's delight.

Returning to Hades' base in Tartarus, Eris introduced him to her new minion Rameses, to Facilier's chagrin. Finding that Hades had still made little way in reclaiming the Underworld, Eris accused him of cowardice and challenged him to defeat the Emperor of the Night to prove himself. Hades accepted the challenge, and Eris granted him a powerful spellbook to use in the battle. The demonic Emperor nearly proved a match for Hades, but with the aid of Eris' spellbook, Hades banished him back to his own realm.

After Merlock's death, Jafar approached Nekron, who accepted the other sorcerer as an advisor. The two men then began to plot to overthrow Ruber. Meanwhile, although Thrax left Planet Z after defeating Darkmatter, Mok took advantage of the damage to take over the planet's remaining systems, forcing Zurg to retreat in fury.

On the Jolly Roger, Frollo and "Vanessa"'s wedding day had come, with Hook reluctantly serving as the minister. Ratcliffe once more attempted to talk Frollo out of this foolish tryst, but the wedding was halted by Morgana, who had come to ruin her sister's plot. Her deception revealed, Ursula returned to her own form and attacked Morgana, while Frollo watched in horror.

As Darla Dimple cemented her control of Wonderland, Lady Tremaine traveled to the Forbidden Mountain. After seeing Frollo come back to his senses, Tremaine feared that Mansley would inform the judge of her transgressions, and so she left Frollo's alliance to pledge her loyalty to Maleficent and the Horned King.

In the Underworld, Hexxus and his generals were informed by the Fates that Hades was on the warpath. Hexxus prepared his forces, while in the realm of mortals, Messina and her lover El Supremo prepared for an invasion of Britain.

War for the Underworld
After Prince John was overthrown by Warren T. Rat, the thug known as Pete took advantage of the situation to have himself declared king of England. His coronation ceremony was interupted, however, when El Supremo and his forces stormed the palace, hoping to take the throne for their own agenda. Pete engaged Supremo in a swordfight, but was soon defeated.

In Africa, Scar found his own leadership challenged by an upstart husky by the name of Steele. The lion battled the dog for supremacy, soon casting his enemy from a cliffside. Steele survived the fall, but Scar's hyenas, seeing that Steele would not be their new leader, attacked the dog and devoured him alive.

Coming back to his senses after the failed wedding to Vanessa, Frollo recommited himself to his expanding influence, sending Captain Hook to take the kingdom ruled by King Haggard. As Hook's crew invaded Haggard's castle, the king himself stepped in to fight off the invaders. Hook defeated Haggard in a swordfight and cast the wicked king from a cliff.

Having been told the true story of her son's death by Shere Khan, Zira paid a visit to the Horned King's citadel. Knowing the King had been the one who sent Nuka on his foolish quest, Zira demanded he aid her in battling Red. Promised that he would be able to lay claim to Red's power, the King agreed, and the two set out to confront the cat demon. While Zira distracted Red in physical combat, the Horned King used the Black Cauldron to imprison the demon, granting Zira her vengeance.

Unnerved by the loss of one of his generals and Hades' growing power, Hexxus sent his minions Pain and Panic to Egypt to request an alliance with the Horned King's ally, Maleficent. The sorceress, unimpressed by the minor demons, demanded they prove their worth in a battle with her high priests, Hotep and Huy. Thinking the battle would be easy, Pain and Panic agreed, only to be defeated by Hotep and Huy's magic.

At last, Hades sent word to Hexxus to meet him in battle once more. Hexxus departed the Underworld, leaving it in the command of Thrax, while he went to duel Hades. Meanwhile, Hades sent Doctor Facilier to take back the Underworld from Hexxus' forces. The voodoo doctor sent his shadow demons against the deadly virus, but Thrax's explosives and fire attacks made quick work of them. However, Facilier surprised Thrax and knocked him into the River Styx, where Thrax was destroyed in the unholy waters.

Hexxus returned to the world of mortals to meet Hades in combat, using his powers to possess a giant machine to use as a weapon. However, Hades had prepared a deadly surprise, freeing the ancient Firebird spirit to wage battle for him. Although the Firebird reduced Hexxus to an oily skeleton, Hexxus could not be killed so easily. Realizing the only way to defeat Hexxus was to undo his previous mistake of releasing him, Hades used the Firebird's power to re-imprison Hexxus in his tree prison.

Returning to the Underworld and reclaiming the title of god of the dead, Hades met up with Pain and Panic, who had been cast out of Egypt after their humiliation. Hades promised to make them pay for their treachery, then met with Eris, who he had previously promised joint rule of the Underworld in exchange for her aid. Instead, Hades told the goddess of chaos that she was of no further use to him, and cast her out of his reclaimed realm.

Infuriated by this betrayal, Eris and Rameses presented themselves to Ruber and his alliance, who welcomed the dark goddess into their ranks. Rasputin took advantage of the alliance to sell his soul to Eris, granting him greater powers and bonding his lifeforce to his reliquary.

Meanwhile, on Planet Z, Mok used his new control over Zurg's computers to download information on dimensional travel, a key part of his master plan. He and Professor Screweyes used this new information to contact Holli Would and bring her into his alliance.

In Wonderland, Darla Dimple brought the deposed Pete into her regime, not knowing he was plotting to overthrow her and take Wonderland for his own. In the meantime, Dimple was already planning her next big performance...

The End Begins
Taking a break from his work with Frollo, Gaston decided to stop at Carface and Cat R. Waul's nightclub for a night of relaxation. Things went downhill when a thug named Tyler started causing trouble in the club, forcing Gaston to step in. Taking up his blunderbuss, Gaston shot Tyler multiple times, seemingly killing him. Grateful that this interuption had been dealt with, Gaston's militia and the nightclub patrons celebrated with a night of excess.

With their ranks bolstered with the addition of Rameses and the patronage of Eris, Ruber's forces began their strike against their enemies. Eager for revenge, Rameses suggested they begin with assaulting the Horned King's citadel. Storming the castle, Ruber personally slew the Horned King's dragon guards, allowing Ramses and the remnants of the Egyptian army to pour inside. The King's barbarian warriors came to meet them, only to be turned back by Rothbart and Zigzag's magic attacks. At last, the King sent his undead Cauldron Born army out to break the siege. They proved unbeatable in combat, but while the King was distracted, Rasputin snuck in and sabotaged the Black Cauldron. With the Cauldron's magic undone, the Cauldron Born fell apart and the Horned King himself was consumed by his own weapon.

Although pleased with the strike against King Haggard, Frollo still felt too many enemies had popped up while he was under Vanessa's spell. Concerned with Nekron's rising power base, Frollo decided that he and Ratcliffe should attack Nekron's ice fortress in person. Breaching the defenses assisted by a small personal guard, Frollo engaged the sorcerer in combat. He was overwhelmed by Nekron's powers, but when Ratcliffe burst in, Nekron was distracted enough that Frollo was able to stab him in the back. Frollo and Ratcliffe beat a hasty retreat as Nekron's fortress collapsed, not knowing that Jafar had also escaped, turning his back on his ally when his usefulness ran out.

Back in NIMH, Ratigan found himself confronted by another upstart, the mad scientist Martin Brisby. Recognizing Martin posed little threat, and with another pressing engagment, Ratigan decided not to waste his time in fighting Martin directly, instead setting up a deathtrap and departing in his flying machine. Unable to prevent Ratigan's escape, Martin was killed when the Professor's deathtrap set off a fiery explosion.

After the fall of the Horned King, Ruber sent Zigzag to retrieve the magic potion from Yzma, still needing it if his plans were to succeed. Zigzag first attempted the diplomatic approach, but Yzma dismissed his efforts. Next, sending his pet crocodiles to distract Yzma, Zigzag snuck into her secret labs, only to be discovered. The mad Inca genius sent her guards after him, only for Zigzag to use his powers to transform them into animals. Attempting to steal back her potion, Yzma tried to use a spell of her own to attack Zigzag, only to transform herself into a harmless kitten. With his enemy dealt with, Zigzag was finally able to escape with the potion.

Learning of Thrax's death, Zurg decided to take back his tower, not knowing Mok had taken it for his own. As the alien warlord entered his base, he was confronted by Professor Screweyes, who unleashed his circus' latest attraction against Zurg: a mind-controlled Sharptooth. However, Screweyes had not counted on Zurg's still remaining technology. Using his Unimind device, Zurg hijacked control of Sharptooth, turning him on Screweyes. In addition, Zurg also took control of Screweyes' pet crows, having them tear their master apart.

Seeking to make up for Nekron's death, Jafar also invaded Planet Z with the aim of taking out Mok himself. Mok, already having prepared for battle with Zurg, turned his attention to the new arrival, countering Jafar's magic attacks and using his technology to strike back. Seeing this assault was going nowhere, Jafar struck down Mok's lackey Zip, who had been providing support in the battle. Realizing it might be a good time to retreat, Mok escaped in his zeppelin, giving up Planet Z now that he had the data he needed.

With the destruction of the Horned King, Maleficent sought out Frollo as a new ally. Arriving at the Hall of Justice and turning back Frollo's guards when they tried to attack her, Maleficent proposed an alliance with Frollo's faction. Although he despised magic and its users, Frollo realized that he might need a sorcerer on his side if he was to win the war, and reluctantly accepted Maleficent's offer.

Barely alive after the fight with Gaston, Tyler drank an immortality potion he had prepared for just such an occasion, restoring himself. He, along with Messina and El Supremo, impressed by Ruber's recent successes, decided to throw in their lot with him.

With Planet Z now his again, Zurg and his men restored Warp Darkmatter. Having witnessed the power of Zurg's forces, Jafar informed the Drej Queen that Zurg may prove a threat to them. Deciding to put a hold on their plans for Earth, the Drej mobilized to launch a preemptive strike against Zurg.

Meanwhile, with Yzma's potion now his at last, Ruber took the first step of his master plan by using it to bind the powerful sword Excalibur to his hand, making himself nigh-unstoppable. The dawning of a new age had begun...

Gang War
In a plot to expand their criminal operations, Carface and Cat R. Waul convinced Darla Dimple, queen of Wonderland, to back their nightclub. To seal the agreement, Dimple requested a special performance at the club. The media attention this brought attracted the attention of Cruella DeVille, who created an alliance along with Madam Medusa in an effort to take over the criminal underworld: Horace and Jasper, Cruella's usual lackeys; Snoops, Medusa's primary henchman; Edgar the butler, still in Cruella's employ; and the lawyer Lickboot, who had returned as Cruella's financial backer. Together, the group planned to crash the nightclub during Dimple's performance.

Scouting the nightclub during the opening acts leading up to the big show, Edgar was discovered by Dimple's own monstrous butler, Max. Edgar escaped to the rooftop while being pursued by Max, knocking the rival butler out onto a giant balloon float of Dimple. Max began pulling himself back to the roof, but thinking quickly, Edgar retrieved a pitchfork and burst the balloon, sending Max soaring off into the night.

Back in the nightclub, Pete took the opportunity to make his move, upstaging Dimple with a performance of his own. The club's patrons adored Pete's act, but the infuriated Dimple snuck away to sabotage her traitorous second-in-command's moment of glory. Pete had anticipated this, and had booby-trapped the stage equipment to cause Dimple's sabotage to backfire. With Dimple humiliated in front of the entire nightclub, Pete dumped her into the basement, laying claim to the throne of Wonderland.

While this was going on, Edgar opened up the nightclub to the rest of Cruella's gang, who stormed in and confronted Carface and his cronies. Initially, the dog and cat thugs had the upper hand, outnumbering and attacking Horace, Jasper, and Edgar. However, the tables turned when Snoops led Brutus and Nero, Medusa's pet alligators, into the battle, sending the animal gangsters into a retreat.

Escaping the nightclub, Carface hijacked a police cruiser and attempted to escape town. Cruella, Horace, and Jasper pursued in their own car. As Carface struggled to gain footing on his vehicle, Cruella climbed out onto the hood of her own, knocking Carface into a passing newspaper bin, defeating the crimelord.

Meanwhile, Cat R. Waul decided to make a last stand at the club, personally confronting Medusa as she stormed in. Armed with a shotgun, Medusa fought off Waul's remaining henchmen, before being caught off guard and turned back by T. R. Chula, Waul's lieutenant. Recovering, Medusa caught Waul and his last remaining men in a trap, blasting them off into the air. They survived, but were caught by a passing train and taken to an unknown location.

Learning that the Drej had turned their sights on him, Emperor Zurg decided to open a position for another general, a position sought out by the rogue Galactic Federation Captain Gantu. As a test of his skills, Zurg sent Gantu after Preed, an alien mercenary hired by the Drej as a spy. Confronted by Gantu, Preed tried to bluff his way out with a blaster pistol, but Gantu shot and killed the spy with his own gun.

Searching for new territory, the cruel rabbit General Woundwort found himself in the home of the hypnotic python, Kaa. Woundwart threatened the serpent and demanded he cede his territory over to him, but Kaa was unimpressed. Aware the general might kill him in a direct fight, Kaa instead hypnotized a passing dog into doing his fighting instead. The dog got the better of Woundwart, tearing him to shreds.

Aware of Yzma's past successes, Maleficent sought out the kitten scientist and restored her to human form. In return, Maleficent demanded that Yzma take care of a rising threat presented by the troll queen, Gnorga. Travelling to the underground kingdom of the trolls, Yzma found Gnorga and her husband, provoking their wrath. Attempting to escape back to the surface, Yzma was pursued by the royal family, forcing her to use a potion to transform the queen into a rosebush.

Aware the war was reaching its final stages, Frollo held a meeting between his generals and allies, including Maleficent, Yzma, Captain Hook, Ratcliffe, Rourke, Gaston, and Kent Mansley. Maleficent used the meeting to bring Lady Tremaine back into the alliance, even placing her above Mansley in rank. As Mansley departed the meeting in a rage, he was met by a strange old man, who suggested the government agent take his talents to Ruber. Mansley left in thought, not knowing the old man was Jafar in disguise.

Back on Planet Z, Zurg finalized his preparations for war with the Drej, bringing in Gantu after his successful mission. With his forces complete, Zurg plotted to strike first, heading off the Drej army en route to Earth.

Travelling to Queen Grimhilde's old castle, Kent Mansley decided to betray Frollo and join Ruber's army, which by now included Rothbart, the Magic Mirror, Rasputin, Rameses, Eris, Tyler, Messina, and El Supremo. Mansley brought with him important information regarding the defenses Frollo had in Paris, which Ruber planned to be his next target.

On neutral ground, Zigzag and Shan Yu met to discuss the latest developments in their respective factions. Shan Yu told his old friend that he was ready for whatever lay ahead, before Zigzag departed.

Across the world and throughout the universe, the armies of the greatest villains to ever live prepared for the final battle...

Side Conflicts
In addition to the main battles and campaigns of the First War, a few other conflicts sprang up on the sidelines. While most of these were reletively minor in scope, some would set in motion events that would prove to be major deciding factors in later battles of the First and Second Wars.

After being granted her magic wand by Ursula, Lady Tremaine travelled to Moonscar Island to claim it for Frollo's faction, either by diplomacy or force. Meeting with the Island's owner, Miss Simone Lenoir, Tremaine met with resistance, forcing her to unveil her wand and clash with Lenoir, who proved to be both a voodoo sorceress and a werecat. A stray bolt of Tremaine's magic awoke a horde of zombies which attacked Lenoir, and Tremaine used the distraction to destroy her adversary.

Prior to his death at Nekron's hands, Merlock came into conflict with the late Queen Grimhilde's brother, Lord Maliss. Both sorcerers set their sights on a magic lamp, hoping to use its power to prove themselves to one of the major villain factions. Told of the lamp's location by Jafar, Merlock claimed it first, and the genie imprisoned inside slew the wolves Maliss had sent after Merlock. Raising a mountain into the sky to serve as his personal fortress, Merlock next clashed with Maliss himself, who had taken the form of a dragon. After a short battle, Merlock used the lamp to turn Maliss to stone.

In a castle in France, the living pipe organ Forte was visited by the cruel Doctor Greed, who had heard of Forte's musical talent. The maestro was flattered, until Greed told him that he wanted Forte to compose a jingle to advertise a new sausage machine. Gravely insulted, Forte instead used the power of his music to collapse the building on Greed and his henchmen.

Having gained three magic crystals and beginning to use their power to freeze the world, the toy-like sorcerer Zeebad came across the former ruler of the Sunnydale Daycare toys, Lotso. Believing Lotso could be a valuable ally, Zeebad demonstrated his power to the teddy bear, but Lotso only saw this as a reason to take the crystals' power for his own. Seeing no further use for Lotso, Zeebad attempted to leave in a train, but Lotso managed to climb on board and sabotage it, causing it to crash. Angered, the sorcerer chased Lotso off with his magic. Lotso was found by a garbageman, who tied him to the front of his truck, much to Zeebad's amusement.

After coming into possession of the Trident, Morgana began her take over of the oceans. The demonic Spirit of the Book and her unwitting servant Nicholas observed this and went to thwart her. Morgana initially dismissed the Spirit and Nicholas as a threat, but Nicholas used the book to summon a demonic bird, which attacked Morgana. Using the Trident, the sea witch destroyed the bird and turned her attention to the Spirit, sealing it back in the book.

On the distant planet of Cybertron, the robotic Decepticons had been unaware of the war taking place on Earth until their scout Laserbeak informed his master, the mighty Megatron. At first, Megatron was amused by what he saw as a petty squable between the weak flesh creatures of Earth, but decided Earth's resources could be useful to him. Attempting to secure the spaceways around Earth, Megatron came into conflict with Captain Gantu of the Galactic Alliance. The Decepticon leader destroyed Gantu's ship, but was overcome as he went to confront Gantu on the space station where he landed. Badly damaged, Megatron was taken down to Earth by his men, where he came to Mok Swagger's attention. Making improvements to Megatron's body, Mok kept him in reserve as part of a backup plan.

Final Offensives
As Ruber's ultimate plan unfolded, he gained entry into Paris by concealing his forces in unassuming carriages, as Rasputin's demons unlocked the city gates. Upon reaching the center of the city, Ruber revealed himself and his iron soldiers began clashing with Frollo's guardsmen. Zigzag, Rasputin, and Kent Mansley entered the fray as well, supported by Tyler's lizardmen. Hunnic archers manned the walls and fought off the lizardmen, until Mansley's tanks blasted them to pieces. El Supremo's terrorists joined the fight soon after, easily outgunning Frollo's guards. As Ruber's griffin nearly killed Frollo, Ratcliffe arrived and led his own soldiers against Tyler's lizards. Seeing Tyler, Gaston lept in and shot his second-in-command, enraging the general. Tyler soon took revenge by shoving Gaston from the city walls to his death. Yzma and Kronk next attempted to lead an air assault, only for Rasputin to shoot her down.

As the attack on Paris continued, Rameses and Rothbart led an offensive against Maleficent's holdings in Egypt. Maleficent summoned a wall of fire to stop Ramses and the free Egyptian army, but Rothbart used his own magic to nullify it. Deciding to strike against them, Tremaine transformed Lucifer into a human being, giving him a twisted carriage to ride into battle against Ramses. Both the former king and Lucifer were knocked from their vehicles in the enusing conflict, but Ramses recovered. As the army reached the walls of Maleficent's palace, Hotep and Huy were ambushed by lizardmen, only narrowly escaping death due to the timely arrival of Maleficent's goons. Upon his arrival, however, Rothbart used his magic to turn the goons' weapons into harmless bubbles. Tremaine stepped in to engage her fellow sorcerer, but Ramses deflected a magic blast with his sword, turning it back on Tremaine, transforming her into a frog. Concerned they might be losing the battle, Maleficent's raven Diablo attempted to flee, only for Rothbart to turn him to stone. The rest of the Egyptian army stormed in and defeated the goons, while Maleficent decided to retreat, with Rothbart in pursuit.

Striking against France's navy, Eris unleashed her Kraken on Captain Hook's flagship, the Jolly Roger. The sea monster quickly overcame Hook's crew, knocking them off the ship and leaving Hook alone. After his experiences in the war, however, Hook was a changed man. Gone was the cowardly, bumbling pirate captain of years past, leaving in his wake a cold and bloodthirsty warrior. Slicing through the ropes of the mast with his sword, Hook speared the beast through its eyes, forcing Eris to leave to plot again.

In the spaceways near Earth, the Drej fleet arrived, only to be cut off by Zurg's army. Gantu lead Zurg's fighters in clearing out the Drej ships, leaving the way open for Darkmatter and Zurg's Hornet robots to board the Drej mothership, the Alahenena. With the Hornets taking out the Drej infantry and Darkmatter and Gantu working together to eliminate the remaining air support, Zurg activated Planet Z's orbital cannon to destroy the Alahenena, killing the Drej Queen, with Darkmatter and Gantu escaping in the nick of time.

Back in Paris, Hades appeared out of nowhere, deciding to cause chaos by summoning his Hydra in the middle of the opposing armies. Ruber's griffin attacked, slicing off the Hydra's head, only for more to appear in its place. Eris ruined Hades' fun by bringing in Sharptooth, who buried the serpent in a rockslide. A disguised Jafar and his minion Abis Mal intervened next, with Jafar slaying the griffin and Mal destroying Tyler's last immortality potion. El Supremo and Messina brought in their snake airship to bring down the last of Frollo's defenses, killing Rourke when he tried to take it down. Mortally wounded herself, Rourke's lieutenant Helga took out the airship with a well-placed shot, killing El Supremo as well. Tyler tried to storm the Hall of Justice, but Shan Yu cut him off, killing him in a swordfight. Eager to avenge her lover's death, Messina hypnotized Ratcliffe's men, turning them against him and leaving an opening for Zigzag to break into the Hall of Justice. He found the way barred by Yzma, who had prepared herself for a rematch and caught the sorcerer in a trap, plunging him into a pit of his own crocodiles, where he was devoured. With Rasputin's demons causing chaos throughout the French troops, and Frollo's remaining generals deciding to flee the battle, Frollo took refuge in Notre Dame Cathedral, pursued by Ruber himself.

The First War Ends
Once again secure in his power over the Underworld, Hades freed the Titans in an ploy to take down Zeus and rule Olympus. Knowing of Hades' plan and still seeking vengeance for his betrayal, Eris decided to summon a group of her own monsters: a gigantic Roc, Sharptooth, a fearsome Dragon, and the demonic Red Bull. Hades sent his Titans in to battle Eris' creatures, with the Rock Titan quickly crushing the Roc, only to have its heads blown off by the Dragon. The Titans recovered, and the Lava Titan smothered the Bull in magma as the Wind Titan blew Sharptooth off a cliff to its death. Watching her forces crumble before the might of the Titans, Eris was forced to retreat.

Returning to Forbidden Mountain after her defeat in Egypt, Maleficent was surprised by Rothbart, who had managed to track her back to her base. As Rothbart easily defeated Maleficent's remaining troops, the sorceress' patience ran thin, and she transformed herself into her dragon form. Initially shocked, Rothbart countered by taking his Great Animal form, and the two began their duel. Maleficent ignited the ground with her fire breath, but Rothbart simply took to the air. It was to no avail, as Maleficent mauled the sorcerer, causing him to fall from the sky and explode in a magic backlash.

Retreating into Notre Dame after his army's crushing defeat in the defense of Paris, Frollo found Ruber waiting for him inside. The two leaders drew their swords and fought, with the battle spilling out onto the rooftop. Frollo ultimately found himself outmatched by Ruber's strength and experience, and was cast from the rooftop into the fires that raged in the city below.

At long last, and with no more rivals making claims to his power, Ratigan declared himself king of NIMH. However, his coronation did not go entirely to plan, as the Mouse King, having survived his battle with Lucifer, attempted to stage a coup. A fearsome battle raged in the throne room, until Ratigan knocked the Mouse King from a tower to his death.

After having her wedding and chance at ultimate power ruined by Morgana, Ursula had been battling her sister for supremacy and possession of the Trident. This battle was interrupted by Messina, who had returned to the seas to make a new start after the death of El Supremo. Evading Undertow, Morgana's shark minion, Messina summoned a storm that knocked the Trident from Morgana's grasp. Claiming the Trident once again, Ursula used it to freeze her sister alive in a block of ice, before beginning a rematch with Messina. The sorceress took the upper hand, destroying Ursula's eel lackeys Flotsam and Jetsam. Recovering, Ursula managed to blast Messina with a magic bolt, finally killing her.

At last, the time was right for Mok to initiate his master plan. Using Zurg's stolen technology, Mok opened a portal to the live-action universe and sent Holli Would through with orders for her to plant a mysterious transceiver on the other side. Unfortunately, the portal was also spotted by Captain Hook and his crew, who were also transported into the other universe. As Holli planted the transceiver, opening a rift in the space/time continuum, Hook confronted her and shot the device, sucking Holli inside to her doom.

Picking through the ashes of Paris and looking for a way to turn the events of the battle to their advantages, Jafar and Rasputin came face to face. With neither sorcerer willing to concede to the other, they began a duel, with Rasputin using his reliquary to transform the ruins into a magic battlefield. Jafar took the form of a giant cobra, but Rasputin countered with magic blasts, badly injuring the former vizier. Seeing the time was right, Jafar made his final wish from his magic lamp, becoming an all-powerful genie. However, this power came with a cost, as Jafar was bound to his own lamp and was imprisoned within it. Before his fall, however, a stray magic bolt struck Rasputin's reliquary, causing the Russian mystic to wither to dust.

Although Holli had fallen, the transceiver in the live-action universe had stayed operational long enough to suit Mok's ends. He at last put the final stage of his plan into motion, summoning a powerful demon, strong enough to conquer the entire multiverse for Mok. However, upon learning of this, the Friends on the Other Side felt Mok had grown too powerful for his own good, and went back to Doctor Facilier, who arrived on the scene just as Mok summoned his demon. With his Friends by his side, Facilier turned the tables on Mok and banished the demon back into the netherworld. Turning his attention to his old enemy, Facilier at last took his revenge by knocking the mastermind into the portal before it closed.

At long last, the war had come to an end, and to the victors went the spoils. Hades, with the aid of the Titans, succeeded in overthrowing Zeus and conquering Olympus, becoming ruler of the gods. Using the Trident, Ursula made herself ruler of the world's oceans. Ratigan solidified his control over NIMH, ushering the rat city into an age of darkness. Although he lost his power in France, Ratcliffe returned to England and overthrew the king, becoming king of the British Empire. Shan Yu also returned to his home, at last conquering the Chinese Empire. Yzma ascended to become empress of the Incas, and Ramses reclaimed his throne in Egypt, exiling Hotep and Huy for their treachery. He also sent Kent Mansley a gift, restoring Lady Tremaine to human form to serve as the agent's personal slave.

As Rasputin found himself trapped in the Limbo between dimensions, Ruber began to rejoice in his new power. With Frollo's expansive power base added to his own conquests, Ruber became the most powerful mortal man alive, declaring himself the new King of the World. He ushered in the "Ruberian Age", as Maleficent, with her army almost totally destroyed, raged helplessly from Forbidden Mountain.

Meanwhile, Frollo found himself the ultimate loser of the war, and for his sins, the former holy man was sentenced to an eternity in Hell. Here, he encountered Chernabog, who, although banished from the mortal plane for the time being, prepared to amuse himself with his latest prisoner...

The War Begins Anew
It had been six months since the end of the last war and Shan Yu had tightened his grip on China. The Snow Queen, having stayed out of much of the first war, was greatly distressed that her old enemy had attained so much power. Desiring revenge, she called upon her ally King One-Eye and asked him to destroy China. Eager to take out a rival warlord, One-Eye's army marched on the Great Wall of China and engaged the Huns. Shan Yu's archers pelted the king's army with arrows and drove them from the wall. Shan Yu then snuck up behind One-Eye in the confusion and knocked him from a cliff. The once mighty conqueror fell to his death in the raging sea.

Maleficent paid a visit to Ruber, who had pronounced himself King of the World, to "pay her respects". In truth, the sorceress jealously desired Ruber's power and sought to remove him from his position through trickery. Maleficent told the king of a powerful sword known as Drynwyn that lay in the swamps of Morva. Ruber, eager to increase his power, set out with two of his mighty iron soldiers to Morva to look for the sword. However, he found the Witches of Morva, Orddu, Orwen, and Orgoch, waiting for him. The witches had been tasked by Maleficent with killing Ruber, and enchanted the swamp to kill Ruber's two henchmen. Orddu even managed to separate the sword welded to Ruber's arm. Ruber then chose to flee the battle, narrowly escaping with his life when the witches turned themselves into flying spears.

The Wizard of Wonderland, a minor sorcerer who dwelled in Wonderland, wished to usurp Pete, who had been made king of the strange land after getting rid of Darla Dimple, but feared Pete's power and resources. He was approached by Lord Maliss, freed from his stone prison due to Merlock's death in the previous war. Deciding to make his presence known once again, Maliss joined forces with the Wizard to overthrow Pete. The Wizard approached Pete in broad daylight and challenged him for the position of ruler of Wonderland. Pete, infuriated, attacked the Wizard, causing him to retreat. Maliss then stepped in and Pete, recognizing the danger the sorcerer posed, summoned his guards. Maliss used his powers to drop a chandelier on the weasels, taking them out of commission. The Wizard reappeared and startled Pete with his horrific face, knocking him into the path of the rolling chandelier, which knocked both Pete and his cronies out of the palace. The Wizard then claimed control of Wonderland.

The mysterious Merman, an amphibious humanoid from another realm, made his appearance on the battlefield, challenging Ursula for control of the seas by attacking her in her lair in Atlantica. Ursula initially mocked the intruder, threatening him with the power of the Trident, but Merman had a powerful trident of his own, which he used to burn her face with energy blasts. She retaliated with energy projectiles of her own, sending Merman packing with a deadly barrage. However, her cavernous lair was destroyed in the process, depriving Ursula of a home base.

The Skeleton King, a twisted scientist and sorcerer, approached Earth and sent out his Formless Minions to gather intel on the planet. The Minions came into contact with the monster-slaying Huntsman and his apprentice, the Huntsgirl. The Huntsgirl attempted to prove herself to her master and attacked the skeletal beings with his staff. However, they easily recovered from her attacks and then knocked the staff from her hands. The Huntsman managed to recover the staff and with his greater power, eradicated the Minions before they could cause any further harm.

David Xanatos, a brilliant criminal mastermind, sought a new scientist for his enterprise and had selected two candidates for the position -  the mad Doctor Drakken and the mutant simian Mojo Jojo. In order to decide which one was more qualified, he pitted them aganist each other in a battle of wits and brawn. Mojo used a machine to grow to a gigantic size, intending to crush Drakken, but the mad doctor responded by supercharging one of his robots, sending it to battle the arrogant monkey. Despite Mojo's size and martial arts, he was overwhelmed by the superior arsenal of the robot. Mojo Jojo was eventually crushed by a skyscraper. Drakken took the position in earnest.

Having survived her encounter with the Titans, Eris decided to plunder Long John Silver's treasure trove to gather strength for her comeback. She invaded Silver's pirate ship disguised as her old enemy, Sinbad. Silver, however, saw through the ruse. Eris then stabbed him in his cybernetic leg. While he was stunned, Eris retreated to the docking bay. Silver found her there and sent his pirates after her, hoping to regain the powerful spellbook Eris had stolen from him. However, Eris proved too powerful and overwhelmed the pirates, sending a good chunk of them out into space. She then escaped with the book. However, in the confusion she left behind the lamp containing the spirit of Jafar, which she had retrieved from the ruins of Paris. Stumbling upon this, Silver began plotting to use this powerful item to make up for his losses...

In the Forbidden Mountains, Maleficent was furious with the Witches of Morva for failing in their mission to assasinate Ruber. They were joined by Pete who, having lost his throne, pledged his allegiance to Maleficent.

Meanwhile, in the distant Fire Nation, Fire Lord Ozai, king of the mighty Fire-Benders, sent his daughter, Princess Azula on an important mission.

Xanatos held a meeting with Cobra Commander, head of the terrorist organization Cobra. Xanatos asked for the Commander's help in the coming war, but the Commander had plans of his own. Despite this, Xanatos informed his mysterious ally that all was going to plan.

Lord Maliss visited the castle of his sister, Queen Grimhilde, and was informed of her death at Rasputin's hands by her Magic Mirror. Having always been rivals with the queen, he was pleased that his troublesome sibling was out of the way and started moving forward with his own quest for power.

In China, Shan Yu rallied the remenants of the One-Eye army to his banner, having proven himself by slaying their king. He also met with his old ally Yzma, Empress of the Incas, who proposed forming a new alliance.

Meanwhile, having lost her previous hideout, Ursula relocated to the royal palace of Atlantica and assembled a new council of underlings to help her keep order - the cruel royal advisor Marina Del Ray and the Evil Manta, a fellow sorcerer.

In his fortress at Camelot, Ruber realized that he was vulnerable and met with his allies, Kent Mansley and Pharaoh Rameses. He was approached by Lord Maliss, who pledged his loyalty to Ruber. Ruber, realising his need for a new sorcerer after the attempt on his life, agreed.

At his secret base, Cobra Commander gave his second-in-command, the Baroness, a very important mission after his failed meeting with Xanatos.

Meanwhile, unseen by any of the major villain parties, Mok climbed out of the pit where he had met defeat at Facilier's hands six months ago. With a new master plan in mind, he disappeared into the night in his limo.

In a distant realm, a powerful sorcerer decided the time was right to conquer this new world for himself...

Rise of Cobra and Xanatos
Knowing that Xanatos would be a danger to his operations, Cobra Commander set about dominating the criminal underworld and eliminating its leaders that emerged in the first war. Major Sebastian Blood, a mercenary working for Cobra Industries, discovered Madame Medusa's hideout in Devil's Bayou. He immediately contacted the Baroness, who went to confront Medusa with a squad of Cobra troopers. The two terrorist leaders managed to overwhelm Medusa's thugs as she barely struggled to counterattack. Bludd destroyed the steamboat base as Medusa attempted to escape atop Brutus and Nero. However, she careened out of control and crashed into the wreckage of her former headquarters, crushing her spine and causing an agonizing death. Bludd attempted to finish her off with a shotgun, only to have his right arm eaten by Brutus. Despite his injury, he survived the ordeal. Medusa's former lackey Snoops managed to escape in the chaos.

Yzma spoke with the ambitious sorcerer Mozenrath and offered him a place in her and Shan Yu's new empire. He was keen to accept, but Yzma first wanted the young sorcerer to prove himself. At the same time the Snow Queen, still pursuing her grudge aganist Shan Yu, sent the ice-controlling witch Stormella to eliminate her old enemy. Stormella began summoning a fearsome blizzard to smother Shan Yu's capital, but Mozenrath confronted her, sending his momlock demons against her. Stormella wiped them out with a blast of magic, but Mozenrath himself proved a more dangerous foe. He sent a powerful blast of magic at Stormella that knocked her off a cliff to her death.

Xanatos met with his new aide Dr. Drakken and introduced him to his ally, the cunning gargoyle Demona. Soon after, Xanatos tasked Demona with investigating mysterious activity at the newly arisen Snake Mountain. Arriving, Demona was met by the Mountain's master, the powerful extradimensional sorcerer Skeletor. Demanding that Demona leave his domain, Skeletor was instead met by the gargoyle's rocket launcher, although he easily shielded himself from her attacks with his magic. After Skeletor blasted the weapon from her hands he forced Demona to retreat, telling her to inform her ally that he had made a powerful enemy.

Although Demona failed her mission, Drakken was intrigued by her skills and introduced Xanatos to his own second-in-command, the formidable femme fatale Shego. Xanatos decided to test Shego by sending her to investigate reports of rising military activity in the Fire Nation. Shego set out to the distant nation; upon arrivial, she ran into the princess of the Fire Nation, Azula. Shego insulted the princess and told her to submit to Xanatos' new world order. The two began fighting each other, showing off their own set off abilities and skills. Azula missed Shego with a blast of flame, but was able to knock her against the mast of Azula's warship. Shego retaliated, and was able to send Azula over the side of the ship and into the seas.

In the seas, a sentient fish named Joe had discovered a potion that could grant heightened intelligence to all sea life. Ursula feared an uprising by her fish subjects and demanded that her royal advisor, Marina del Rey, set out to deal with Joe before he became too much of a problem. When Marina arrived, Joe pelted her with starfish, but she managed to trick Joe into taking more of the potion, which made him almost human-like. However, he found himself now unable to swim or breathe underwater, and drowned as Marina looked on.

With Medusa dead, the Baroness set out to take down Medusa's partner in crime, Cruella DeVille. She had the element of surprise and ambushed Cruella while she was out driving in the mountains. Cruella, however, would not be taken so easily and led the Baroness on a chase, though outmatched by Baroness high-tech weapons. Horace and Jasper, seeing Cruella in trouble, attempted to attack the Baroness from behind but lost control of their vehicle and crashed into Cruella, sending both of them flying off the road. With Cruella badly wounded, the Baroness quickly took control of her resources for Cobra.

With the death of Frollo, many prisoners that were arrested under his orders had been freed, including the sorcerer Tzekel Khan. Seeing the sorcerer as a threat, Shan Yu rode out to find the hunter Amos Slade. His men strongly objected, but Shan Yu figured that if Amos were to die, it wouldn't be much of a loss either way. Amos tracked the sorcerer to El Dorado, where the residents of the golden city warned their high priest. Khan revealed himself to Amos, who managed to shoot the sorcerer's eye out. Khan struck back, summoning rats, snakes, and spiders, causing Amos to stumble into one of his own traps, where he died of bleedout. Eris, goddess of discord, was watching, and decided that Khan would prove useful to her. Seeing an alliance with Eris as a means to restore his power base, Khan agreed to enter the goddess' service.

Meanwhile, the Baroness and fellow Cobra agent Destro reported to Cobra Commander, who was pleased to hear of the fall of Cruella and Medusa's criminal empire. The Commander then tasked them with eliminating another annoying competitor.

At his laboratory, weapons designer Baxter Stockman was contacted by a mysterious business partner about their joint project.

On Forbidden Mountain, John Silver brought Jafar's lamp to Maleficent, who summoned the genie. Believing himself free, Jafar attempted to leave, only to find himself bound to the lamp and bound to serve Maleficent, much to his fury.

Returning to China, Mozenwrath was officially welcomed into Shan Yu's alliance, and Shan Yu was quite pleased with his growing number of allies.

Edger, celebrating the downfall of his former employers, was in for a rude awakening, as he was now forced to work for Cobra Commander or die. Cruella meanwhile lamented the downfall of her empire.

The Snow Queen, furious with the defeat of Stormella, changed herself into a new form, and vowed to be rid of Shan Yu once and for all. All of this was overseen by Hades, ruler of the gods, who had great interest in the growing conflicts in the mortal world.

During all of this, Mok Swagger, having returned to his old base, took the next step in his bid for power as he researched the power of the "Armageddon Key"...

Old Grudges and New Alliances
Seeking allies against Eris' inevitable wrath, Hades ordered Doctor Facilier to obtain Lady Tremaine's wand and give it to her daughter Anastasia. Facilier did so, persuading the young girl to seek vengeance on Eris' old ally Rameses and free her mother and sister from captivity. She traveled to Egypt and confronted the king. Rameses was unimpressed by her threats, although Kent Mansley recognized his old rival's weapon in Anastasia's hands. Anastasia used the wand to unleash terrible plagues on Egypt. With the frogs and locusts ravaging the kingdom, Rameses released Lady Tremaine and Drizella from their servitude. Mansley, however, was greatly distressed that his mortal enemy was free to seek vengeance upon those responsible for her humiliation.

The con artist and magician Sarousch traveled to England to bring his circus to King Ratcliffe's land. Promised a share of the profits, the greedy Ratcliffe agreed to provide security in the form of his elite guardsmen. When Sarousch began his performance, with his men pickpocketing the crowd, he was suddenly attacked by the crimelord Valmont and his Dark Hand organization, who had been tipped off that Sarousch had a mysterious talisman in his possesion that Valmont desired. Sarousch sent the English guards to attack Valmont, but the Dark Hand's advanced weaponry easily overpowered them. Having gained possesion of the talisman in the struggle, Valmont easily defeated the last of the guards. The crafty Sarousch then attacked Valmont with his stage tricks. Despite managing to rout Valmont's henchmen, Valmont was too powerful and Sarousch was forced to flee.

Doctor Anton Sevarius, one of Xanatos' chief scientists feared his position in Xanatos' organization was no longer stable with Doctor Drakken around. He decided to prove his worth by sabotaging a top-secret project under the command of the renowned weapons designer Baxter Stockman. Stockman had been working on a prototype for a robotic duplicate of Xanatos named Coyote, but this didn't deter Sevarius from focusing his wrath on his rival scientist. Armed with an explosive chemical, Sevarius set out to undo Stockman's work. When Sevarius arrived in the facility, Stockman called his bluff and sent his Mouser robots and lasers on Sevarius. However, Sevarius threw the chemical into Stockman's lab, obliterating the facility. Both scientists managed to escape, but Coyote was destroyed.

Hades enlisted the aid of Odin, king of the Norse gods, in a plot to destroy the Snow Queen, not wanting her grudge aganist Shan Yu to interfere with his long-term plans. Odin traveled to the Snow Queen's palace, where they did battle with their powerful staves. The Snow Queen immediately attacked Odin but he was faster on the draw and subdued her with his abilities before she could call her sleigh, forcing her to retreat. By the time the sleigh had arrived, Odin had prepared a more powerful spell, a whirlwind capable of freezing anything. As the Queen attempted to flee the palace on her sleigh, Odin's whirlwind caught up to her and froze her solid.

Destro and the Baroness prepared to launch a missile at Xanatos' headquarters, hoping to remove him and his forces from the war in a single strike. Owen Burnett, Xanatos' personal assistant, picked up on this informationand suggested that they enlist the aid of the immortal Scottish mercenary Macbeth to stop Destro. Macbeth infiltrated Destro's highland castle as the missile was prepared for launch, encountering several Cobra robots and eliminating them quickly and efficiently. However, by the time he reached the control room, Destro had already launched the missile. Acting fast, Macbeth destroyed the control mechanism and fired a few shots at the crest of the missile, altering its trajectory. The missile struck the side of the silo, causing a massive explosion. Most of Destro's personnel perished, but both Destro and Baroness escaped. Macbeth too escaped the fortress unscathed.

With Cruella and Medusa's criminal empire in ruins, the criminal mastermind known as Negaduck decided to make his move to fill the void. He assembled the Fearsome Five, a group of supervillains that could easily take control of the criminal underworld. Ace, leader of the Gangreen Gang, knew that his small gang of petty street criminals would prove to be no match for the supervillains, and went to Hades for help. The God of the Dead agreed to empower Ace and his friends, eager to seize control of the mortal criminal powerbase. With new superhuman powers of their own, the gang returned to the surface where they did battle against the Five. Ultimately, the Five were outmatched and fled, and Ace's group emerged victorious, free to run the city as they desired. With this defeat, the Five disbanded, leaving Negaduck to his own devices.

After the supposed downfall of Mok, word had spread. Maleficent eventually also heard of her enemy's defeat, and commanded Pete to retrieve Mok's supercomputer, eager to learn its secrets. Pete, however, decided to task this to his henchmen, the Beagle Boys. Though the Boys were able to infiltrate Mok's abandoned base, they were eventually confronted by Mok's henchmen, the Schlepper Brothers, tasked with keeping the computer from falling into the hands of Mok's enemies. The Beagle Boys managed to break through the hypnotic powers of Mok's music, but the eldest Brother, Toad, was able to use the old traps and tricks of the base to send the Boys packing.

In New York City, Baxter Stockman reported to his secret master, the ninja master Shredder having failed his mission with Coyote. Thinking of the Shredder as a common client, Stockman attempted to shrug off his failure as a "minor setback" and asked for more funding to continue his work. Unfortunately for him, the Shredder didn't take kindly to failure of any kind and ordered his servant Hun to mutilate Stockman for his arrogance.

In San Francisco, Valmont consorted with his own master, the ancient demon Shendu. The talisman Valmont had taken from Sarousch was one of twelve needed to free Shendu from his mystic prison, and Shendu tasked Valmont with recovering the other eleven, promising him power over the mortal world in exchange for his loyal servitude.

In the realm of Asgard, Odin called together the mysterious Acolytes, a secret society which counted among its number the evil Digimon known as Devimon; the Greek goddess of sorcery Hecate; the extraterrestrial demon Sage Odin; the powerful demonic Dark Dragon; and the elderly sorcerer Daolon Wong. Together, the Acolytes swore to spread darkness across the mortal realm.

With the ancient spell book taken from Long John Silver, Eris and Tzekel Khan joined their powers to awaken the demon lord Aku, ready to "once again smite the world as [he] did in days long past". Khan joyfully announced that the gods had awakened.

Mok, having joined forces with the evil magic pipe organ known as Forte, decided to bring his old allies back to life. Professor Screweyes was brought back from the dead, and Holli Would was recovered from the void between worlds. Mok then revealed to his old friends that he and Forte had a new plan, with Forte promising that it would "bring the house down".

Lady Tremaine and her daughters returned to Moonscar Island where, with her wand back in her posession, Tremaine summoned a horde of zombies and vowed revenge against her former captors.

Power Changes Hands
Hoping to assassinate Cobra Commander after turning against Xanatos, Demona was able to infiltrate Cobra Mansion. Though the guards weren't able to take her down, the Commander proved to be more tricky. Demona was able to take down the Baroness, but the Commander escaped into one of the floor pannels. Destro then radioed Demona to persue him. As Cobra Commander tried to board a getaway helicopter, Demona attacked once again, but the Commander had an ace up his sleeve and attacked her with a gun hidden in his cane, knocking her away just in time for him to make his escape.

Hoping to strengthen his slowly slipping grip on power, Ruber decided to turn his control over the Forty Theives to Oroku Saki. Saki accepts, and turns over power to his second in command, Hun. But, Hun's reign does not go unchallenged, as Sa'Luk decides to return to regain his control over then theives. He challenges Hun to a battle, which Hun accepts. They meet on top of the Foot Clan's headquarters, where Hun attacks first, knocking Sa'Luk down. He responds with a swipe of his claws, which staggers Hun. Hun draws a sword, and prepares for a counterattack, but Sa'Luk connects with a mighty punch that knocks Hun through the skylight and down to the floors below. Sa'Luk then regains control over the theives.

Suspicious of the Acolytes' motives, Eli Pandarus invaded one of the Acolytes' bases where he met a fellow sorceror, Daolon Wong. Pandarus summoned a troll army that Wong quickly disposed of. Pandarus, suprised by Wong's power, found more success in attacking Wong directly, sending him flying with a blast from his wand. Pandarus then summoned magical hands and used them to bury Wong under a pile of snow. Wong retaliated, however and sent Wong flying into a wall and trapped him in magical hands of his own. Pandarus was defeated and presumably killed.

Fearing his power may have been weakening, Ruber instructed Lord Maliss to recruit new sorcerors and magical beings to their cause. Maliss beagn his quest, and came upon a curious fox whom he suspected had some magical ability. The fox was engaged in a brutal fight with a large black bear. Slyly, the fox lured the bear to a cliff overlooking a waterfall, causing the bear to lose its footing and tumble to its death. The fox then revealed its true self as the devious trickster, Darkheart. Maliss, impressed decided to take Darkheart on as his apprentice.

Kent Mansley called in two scientists to help him with a top secret project which he refused to reveal. Norton Nimnul and Doctor Robotnik were his two choices, but a rivalry soon developed between the two, leading to Nimnul invading Robotnik's lab and stealing his robotizization ray. Robotnik caught wind of the theft  and attempted to take Nimnul down only for Nimnul to blast him with the ray. The blast converted Robotnik's hand into a metal gauntlet. Robotnik's SWATbots, alerted, swarmed the compound. Nimnul, however, managed to escape, but Robotnik pursued him across the city and fired on his vehicle, a converted bus. Nimnul manged to parachute out of the bus before it exploded, but this went unnoticed by Robotnik, who assumed Nimnul died in the explosion.

Word soon reaches a now recovered Mojo Jojo of a mysterious key (formerly in the possesion of Madam Medusa) that would unlock untold riches. Mojo happily sets out to aquire the key, but does not know that Chang is after the key as well, being on a mission from the Drak Dragon. Mojo and Chang race to obtain the key, but Chang destroys Mojo's tank. Mojo, unfased uses the tanks cannon to propel himself to the key first. He then confronts Chang in a powerful batte armor, but Chang refuses to give up so easliy, and retaliates, damaging the armor, but Mojo, tired of Chang, blasts her wth an electric net and sends her falling to her doom. Mojo then decides to do a funky victory dance.

Having unfinished business from the last encounter with the Formless Minions, The Huntsman and Huntsgirl infiltrate the fortress of the Skeleton King, hoping to assassinate him. The King however, has already planned for such an attack. After the Huntsman insults him, the King retaliates wih a blast of magic, but the Huntsman refuses to be defeated. The King attacks the Huntsgirl instead, and the Huntsman burns the King's face in retaliation, and strikes the ceiling, causing it to begin falling. The King then sends the Hunstman through a wall, and escapes on a giant skeleton demon while his former base crumbles.

Eris, wanting to attack Hades directly after their battle on Olympus, demanded that Aku attack him. Aku, however suggested that they take out Hades' minions one by one until Hades alone remained. He then targeted Hades' river guardian, Nessus. Aku traveled to the edge of the Great River, and demanded Nessus to surrender, but the mighty Nessus laughed at the demon lord. Aku attacked, blasting Nessus with his eye beams. Nessus however, survived, and charged at Aku. Aku then transformed into a gorilla, and pummeled Nessus into submission.

Meanwhile, having returned from space, Megatron returns to lead the Decipticons to victory.

Oroku Saki grows even more enrages at Hun and Baxter Stockman for their recent respective failures.

Shan Yu, Yzma, and Mozenwrath's power grows as they bring both the Forty Theives, and the Huntsclan into their faction.

On Forbidden Mountain, Maleficent decides to make her first wish. She wishes for her pet raven Diablo to be returned to life. The Witches of Morva do not believe that Jafar can deliver, but are soon put in their places.

Having briefly met Destro during the attack on Cobra Mansion, Demona meets with him as they plan to kill the Cobra Commander once and for all.

Lord Maliss introduces Darkheart to Ruber, who at first is unipressed with the trickster. But as Darkheart reveals his true from, Ruber's opinions change.

Skeletor assembles his allies and sets his sights on Atlantica and Agrabah.

The Skeleton King travels the the palace of the beautiful Queen La, and suggests an alliance, which she accepts.

And, an old face reemerges as Queen Grimhilde reveals herself to be alive and well.

War is the Name of the Game
Six months before the Second War began, following the downfall of Mok, the Quarrymen raided his old headquarters with the intention of destroying his supercomputer (hoping this would prevent his Demon from ever returning). When they arrived, they were confronted by Galvatron, who was still under Mok's control. Galvatron attacked them at first, but backed off when he found that they wanted to destroy the supercomputer. Once John Castaway destroyed the supercomputer, Galvatron was freed, and reformatted himself as Megatron- he easily defeated Castaway and forced him to retreat.

Back during the events of the Second War, Xanatos met with infamous billoinaire, Vlad Masters,  and informed him that he knew of his secret identity as Vlad Plasmius. He then told him that, unless he did everything that he was told, his secret would be exposed. The following evening, an enraged Vlad took on his alter ego, Vlad Plasmius, and set out to destroy Xanatos himself. However, three mysterious gargoyle robots halted his path. Plasmius's ghost abilities overwhelmed the robots, with the exception of one drone. The drone retreated, lulling Plasmius into a false sense of security. The ghost was unprepared to face the ectoplasmic assault of the robot as it returned. As Plasmius was defeated, it was revealed that Xanatos was piloting the robot the entire time.

Cruella-who was still in hiding- hired Percival C. McLeach to take out Major Bludd, hoping to gain revenge. McLeach confronted Bludd in a high speed chase and eventually smashed him clean out of his car. As Bludd recovered, taking up a pistol, McLeach threw one of his knives, the strike disarmed Bludd. As Bludd readied an RPG, Mcleach fired a rocket of his own from the hauler. The resulting explosion severely injured Bludd.

Sevarius met with his associate, DNAmy, and recruited her to create genetic monsters (or "Cuddle Buddies" as DNAmy called them) for Xanatos's forces, a mission that DNAmy accepted. Hoping to put a stop to this operation, Cobra Commander and the Baroness sent Cobra Industries's scientist, Doctor Mindbender, to destroy DNAmy's Gene Splicer. Mindbender arrived in DNAmy's lair, where she sent her Cubble Buddies after him. However, Mindbender had an ace in the hole as well, Cobra's top secret experiment,  the Bio- Vipers using an electrical prod to control them. The Cuddle Buddies proved formidable, but since the Bio-Vipers were smart enough to use weapons, the hybrids were overwhelmed. Mindbender then used his prod to overpower the core, causing it to self destruct. Mindbender escaped the room before it exploded, but barred the door, leaving DNAmy to die in the explosion.

Baxter Stockman, having finished work on Coyote, presented his project to Hun. Pleased, Hun decided to test Coyote by sending him on a mission to defeat a ghost with powers over technology named Nicolai Technus. Coyote confronted Technus and unleashed his full arsenal upon him. but the ghost's abilities proved far more effective than Coyote's firepower. After two blasts from Technus, Coyote was left crippled.

Valmont, having found the location of the next talsimin,  decided to steal it from Queen Narrissa, who, having stayed out of the war for a time, finally decided to play her hand. As Valmont and his thugs set their sights on Narrissa's kingdom, she sees them coming, and uses her magic to smoke them out of their hiding. But when this fails, the queen performs a spell that transforms her into griffen-like creature, much to Valmont's suprise. His thugs rushed to attack the beast, but Narrissa scorched them with her fire breath. Taking quick action, Valmont grabbed the talismin, but Narrissa blasted him with fire. However, with the item in his possesion, he was safe from the blast, and rechanneled it to blast an escape rout through the ceiling where his getaway chopper was waiting.

Ready to put the first step of his plan of conquest into action, Skeletor had Evil Lyn cast a spell that would allow his forces to breathe underwater. With the seas no longer an obsticle, Skeletor's forces made their way to Atlantica, kingdom of Ursula the Sea Witch. Using her magic bubble, the Sea Witch saw the attack coming, and allerted her forces to prepare for battle. As Skeletor's forces appeared on the horizon, Ursula's soldiers swam into battle against Mer Man and his giant sea monster. Ursula, however, watched the battle raging outside the palace through her bubble, as Evil Lyn and her goons began to outmatch Ursula's warriors. Marina Del Rey decided to attack Lyn, throwing spikes at her, which Lyn deflected with her magic, and then struch Del Rey down with a blast. Evil Manta joined thr fray, knocking Lyn away with a boulder. Mer Man, however, attacked, blasting Evil Manta away with a whirlpool created by his magic sword. Ursula herself then joined the fray, and used her magic to topple large rocks onto her enemies, but Skeletor, who had been watching the battle from above, decided to personally enter the battle, tripping Ursula, who responded by nearly flattening him with a boulder. Having had enough of the battle, Ursula blasted Evil Lyn away, but Skeletor remained to chellenge her. Quickly, Ursula pulled out her trident, and prepared to attack, but Mer Man summoned his sea monster once again, and sent the monster's teeth flying; one caught Ursula in the arm, causing her to drop the trident. Thinking quickly, Skeletor destroyed the trident, much to Ursula's rage. With her greatest weapon destroyed, Ursula was forced to flee, and her kingdom belonged to Skeletor, who had emerged victorious in his first plan.

Queen Grimhilde, still stuck as a hidious old crone, approached Maleficent and asked her to restore her beauty. Maleficent told Grimhilde that she must prove herself first, and told her to head to Egypt, where she would attack Rameses, pharoah of the land. Maleficent, still furious about her defeat at Rameses hands previously, decided that he should be punished. Grimhilde had just the thing for the job, and prepared one of her signiture poisoned apples. Upon arriving at Rameses palace, Grimhilde encountered Rameses young son. This was just what Grimhilde was looking for. After beguiling the child to take the fatal bite, Grimhilde cackled with glee, having dealt Rameses a devistating blow. After the queen departed, Kent Mansley found the child's body, and allerted Rameses. The grief stricken pharoah then vowed vengeance.

Meanwhile, Cobra Commander is reasured by Dr. Mindbender and Baroness that their newest bio weapons could not be traced back to Cobra; he is quite pleased.

Oroku Saki has Baxter Stockman punished once again for his failures, as his creation once again could not "Deliver the goods."

Skeletor decides to put Mer Man in charge of guarding Atlantica, while Marina Del Rey rots in prison.

Fire Lord Ozai tells his generals of his plans. He plans to create a world where all lands are Fire Nation, and his is the supreme ruler of everything.

Having lost her throne, Ursula makes her way to the Forbidden Mountains, where she prosposes an alliance with herself and Maleficent. The Mistress of All Evil accepts, and the two witches plan their revenge against Skeletor.

Having lost the talismin to Valmont, Queen Narrissa approaches the alter of the evil lord Hordak. Narrissa asks him for his help, but he tells her that a price must be payed.

Ambis Mal makes himself the new sultan of Agrabah.

And Rameses, desperate for revenge after the loss of his son, travels to the forbidden resting place of the evil Mumm-Ra. Declaring that "there shall be a great cry througout all of Egypt, such has never been or ever will be again," he unleashes Mumm-Ra from his slumber. The evil being then tells Rameses that his loyalty shall be rewarded.

Hostilities Rise
Ozai, beginning his plans to create his new world, tasks Admiral Zhao with eliminating King Ratcliffe's naval operations. The Admiral agrees, and sets out. Zhao then engages the king of England on his own waters, and soon gains the upper hand. As Ratcliffe attempts to flee, Zhao's men unleash their assault, pelting Ratcliffe's ships with fire and Ratcliffe soon finds himself outmatched by Zhao's superior ships as the mast of his own ship is destroyed. He then is knocked into the seas and barely manages to escape drowning while Zhao watches from afar.

Xanatos held a meeting with Cruella and told her of an ancient talisman that could help her gain revenge on Cobra Commander. Cruella sent Jasper and Horace to retrieve the talisman, but they were intercepted by the Dark Hand's most lethal enforcer, Hak Foo. Jasper threw both a bottle and a dart at Hak, which stunned him briefly. Before the two could finish Foo off, he grabbed the talisman, and used it's powers to light Horace's pants on fire. The two were then buried in rubble, and Hak Foo departed wih the item.

After losing his territory to the Gangreen Gang, Negaduck set up buisness in a new patch of land. However, he noticed a supernatural doll, that revealed itself to be Him in disguise, who launched an attack on Negaduck, hoping to succeed where the Gangreen Gang had failed. Him transformed into a monstrous, lobster-like being to eliminate Negaduck, replete with extra heads for arms. Though Negaduck appeared to be frightened, he merely built up his rage. Wielding his signature chain saw, Negaduck sliced through the extra heads. Him used his tail to cause a minor earthquake, sending Negaduck plummeting to the ground. As Him reveled in his "victory," Negaduck shot him with twin lasers, depowering the demon. As Him pleaded for mercy, Negaduck opened a portal into the netherworld, sending Him into a pit of despair.

Oruku Saki held a meeting with Cobra Commander, and they devised a plan to rid themselves of Xanatos. At the same time, Destro pressured Demona to step into the role of leader should anything happen to Xanatos.

The Gangreen Gang arrived on the Senors' private isalnd, and proposed an alliance. Senor Senior, offput by the Gang's crude demeanor, ultimately rejected this offer. Offended, the Gangreen Gang manipulated Fuzzy Lumpkins into attacking the Senors. Fuzzy arrived in the Senors' home, where he had to deal with their high tech security system. He was shot at by the lasers in the security system. Lumpkins shot back, destroying most of the lasers. He then contorted his body into a ferocious, feral form. Be fore he could attack, however, Senor Senior Sr. triggered a massive top, knocking Lumpkins out.

Lugnut and Blitzwing, traveling through space and scouting for new territory for Megatron, soon find themselves set upon by the newly revived Warp Darkmatter. Warp states that the two Decepticons are in violation of Zurg's airspace, and engages them in combat. Lugnut is able to destroy Warp's hornet bots, and Blitzwing eliminates Warp's own weapon, much to Warp's suprise. Unable to take down the two of them alone, Warp soon retreats.

Xanatos and Dr. Drakken arrive at Owen's headquarters and task him with eliminating a powerful ghost named Walker. Owen, however, decides not to dirty his own hands, and tasks the deed to Duff Killagan, a scottish mercenary. Duff accepts the mission, and soon engages the ghost. He makes quick work of Walker's henchmen, but Walker proves to be more of an opponent, melting Duff's golfclubs with a blast of ghost magic. Duff retaliates, pelting him with golfballs, until Walker has enough, and electrocutes Duff with his power, enabling him to escape.

Cobra Commander is then contacted by Xanatos, and proposes that they meet to dicuss further business, man to man. Xanatos secretly plans to use this as the opportunity to kill the Commander once and for all. When he arrives at the meeting place, armed in his battle suit, he is not met by Cobra Commander, but rather The Shredder himself. Xanatos is caught off guard by such an opponent, who then reveals himself as none other than Oroku Saki. Xanatos attacks with his lazers and weaponry, but The Shredder is far too agile and powerful to be defeated. With a rapid flurry of strikes, Shredder severely damages Xanatos's armor, and levels him with a powerful blow. Shredder then leaves Xanatos for dead, not knowing that the crafty Xanatos survived.

Odin and his Acolytes discover that a powerful artifact is in the possesion of Mozenwrath. They send Devimon, who eagerly accepts the mission. Infiltrating the lair of Mozenwrath, Devimon encounters the enchanter, who warns him to flee lest he be killed. Devimon, transforms the surrounding area into a rocky battlefeild, while Mozenwrath attack with his magics. Devimon survives the blast, and responds with one of his own, knocking Mozenwrath from his perch. The enchanter barely is able to keep himself from falling onto jagged rocks below, while Devimon sneakily snatches up the artifact. Mozenwrath knows that on this day, he has been outwitted.

Rameses, having freed the evil Mumm Ra, asks the creature to show an exibition of his powers. Mumm Ra, insulted that a mere mortal would dare doubt his abilities, sets his sights on the pride lands and it's ruler, Scar. Traveling to the pride lands, he soon encounters the lion, and demands that he bow down to him. Scar merely points to his army of hyenas nearby. Mumm Ra unleashes his magic on them, blazing through their numbers with ease. With Pride Rock now burning, Scar attempts to flee, but the evil being follows him, and corners the lion. Scar quickly swipes fire nearby into Mumm Ra's face, but his luck soon ends, as his hyenas abandon him. With nothing left to lose, Scar attacks, leaping at Mumm Ra, but Mumm Ra counters with a fatal blast of magic that knocks Scar's lifeless body to the ground, as the rest of his kingdom burns.

Kent Mansley's super secret project is revealed, a giant super prison to house all of the war's defeated enemies, with Horace and Jasper finding themselves locked inside, while the prison is presided over by Agent Bishop and Dr. Robotnik.

As Zhao's forces create a blockaid around England's boarders, King Ratcliffe holds a meeting with Count Rokoff and Lt Col Staquait as the plan a counterattack. Ratcliffe then claims that "success willl be his at last."

A now despondant Cruella, now finds herself approached by Mok Swagger. With nothing left to lose, she joins him, unaware that Mok already has plans for her in mind.

Zira grieves over Scar's body as Shere Khan arrives on the scene. Zira rallies the lionesses to attack Mumm Ra, but Shere Khan is not too impressed by Zira's new leadership role.

Meanwhile, Xanatos finds himself locked away in Shredder's compound, and Baster STockman finds himself now confined to a mechanical wheelchair after his last punishment.

In the wake of Xanatos imprisonment, his followers quarrel amongst themselves on what to do next. Demona is then pressured by by them to assume leadership. She agrees.

And on Planet Z, Zurg reveals his new alliance of galactic villains, including Gravetina, Gantu, Warp Darkmatter, Dr. Hamsterviel, Warmonga, Warhok, and NOS-4-A2.

War in a New World
Mok began the next phase of his master plan by sending Cruella to the live action universe in serach of "The Lament Configuration", a powerful puzzle box that opens the gates of Hell itself. As Cruella arrived, the Cenobite leader known only as Pinhead decided to curb her plans by raising Freddy Krueger from the dead and sending him her way. Krueger ambushed Cruella, attempting to intimidate her with his mere frightening appearance. The criminal only insulted his fashion sense in return. Freddy slashed at Cruella with his glove, but her thick fur coats kept her relatively safe. Cruella, for her part, hit Freddy with a pitchfork, sending the ghost flying. As if trading an eye for an eye, Krueger hit her with a flying air tank and created a similar effect. Krueger finished the fight by sending Cruella into a vat of mud. Though Cruella did not die, she failed to acquire the Configuration.

The Master Control Program ordered his most trusted commander, Sark, to shut down the operations of Gideon Gordon Graves, a music mogul, and the leader of a potentailly dangerous 'League of Evil Exes'. Sark interupted a party held by Gideon, who didn't take kindly to uninvited guests. Graves drew his lightsaber katana, but Sark hit him with an energy disk. Graves recovered, and threw a projectile of his own at Sark. While Sark dodged, Graves took the opportunity to slice another of the energy disks in half. Sark, however, grew tired of the combat; he hit Graves with a fully powered disk, leaving the media mogul unable to fight him any longer.

The evil queen Bavmorda had obtained the deadly spell, the rising, and planned to unleash an army of the dead upon the world. As she performed the ritual, she was interrupted by Morgana, who sought to obtain the spell for herself. The two engaged in a battle of magic, Morgana taking the first shot by knocking Bavmorda down. Bavmorda retaliated, managing to separate Morgana's soul from her body. Morgana survived this and pummeled Bavmorda with a massive barrage of spells. But Bavmorda was equally resilient, surviving all of Morgana's blows. Bavmorda summoned a powerful lightning storm to drain Morgana's life and finished the sorceress off with a thrown fireball.

Ever searching for new contestants to join his Mortal Kombat tournament, the sorcerer Shang Tsung approached the Ghost of the Seas, Davy Jones, in hopes of Jones's compliance to join. Jones was not ammused, so Tsung struck up a deal with him: if Jones could defeat Tsung's champion, the mighty Goro, he would leave Jones in peace. Jones eventually accepted, and set forth to battle the Shokan prince. As Goro revealed himself, Jones found himself at a physical masmatch, as Goro boasted four arms. Jones drew his sword and attacked, but Goro leveled him with a blow. As the battle raged, the two of them found themselves at the edge of a cliff. Jones stabbed Goro, who fell over the side, but clung on for dear life. Jones looked back, where Tsung gave the command for Jones to finish him. Jones then stabbed Goro's hand, and the Shokan fell to his death.

The nefarious Count Olaf, and his ally, the Hook Handed Man, decided to infiltrate Judge Doom's prison in hopes of freeing the mad scientist, Doctor Claw. Olaf planned to forge a powerful criminal empire with Claw, and the prison walls only stood in his way. Once inside, they found themselves opposed by Judge Doom and the Toon Patrol (having survived their previous encounter with Holli Would). The Judge commanded the weasels to attack, but the Hook Handed Man evened the odds, leveling Wiseguy. Olaf then discovered the weasels weakness, and used his acting skills to make the weasels litterally die of laughter. Olaf then picked up an anchor from the wall, and leveled Doom with it. With the Judge incapacitated, Olaf then freed Doctor Claw, and Olaf's plan began to come to fruition.

The Evil Genius, with obvious plans of his own, discoverd a powerful weapon known as the Malachite Hand. He then delivered the weapon to Malachite himself, hoping that Malachite will be able to eliminate potential threat to the Evil Genius's power. Knowing full well of the power Malachite's weapon possessed, the sorcerer Maxim Horvath sought Malachite out, and challenged him to a sorcerer's battle. Malachite attacked first, blasting Maxim. But Maxim retaliated, staggering Malachite. Malachite managed to burn Maxim's hand, but the other sorcerer's expertice was too great. The two then traded fiery magical attacks, until Maxim gained the upper hand, and incinerated his rival, leaving nothing but a hat to remember Malachite by.

In the magical land of Oz, tensions had begun to rise. The Nome King had stolen the magical Ruby Slippers from the Wicked Witch of the West. The Witch first attempted to talk the king into returning the slippers, but he refused. So the Witch decided that if she had to kill the King to regain her slippers, then so be it. Upon returning to her castle, the Witch commanded her army of flying monkeys to set out against the King's mountain fortress. The King's trusted commander, Mombi, saw the monkeys appearing on the horizon, and allerted the King. The Wicked Witch herself then joined the fray, flying in on her broomstick. As Mombi warned the King, the Witch's army filed into his fortress, killing the rock monsters that guarded it, much to the King's annoyance. He then used his magic to frighten the witches soldier. The Witch, however, was ready, tying his life-force to a magic hourglass, causing the King to erode into a rocky beast. The Witch then threw the hourglass at him, speeding up the process, and the magic powders inside disolved the King. Seeing the battle was lost, Mombi fled for her life as the Wicked Witch of the West regained her beloved slippers, and absolute control of Oz.

The evil Count Ruegan arrived in Wonderland, hoping to convice the Red Queen to turn her kingdom over to Bavmorda. This, however, enraged the Queen, who called upon the Knave of Hearts, Stayne, to deal with the Count. Stayne challenged Ruegan to a dual. The two seemed to be evenly matched, but Stayne gained the upper hand, and stabbed Ruegan through the heart, much to the Red Queen's delight.

The Dark Lord, Voldemort, planning to prove once and for all that he was the undesputed master of darkness, sought out a suitable opponent. He selected a ghostly butler named Ramsely, who boasted control over the dead. As Voldemort confronted Ramsley, the butler summoned a group of evil spirits to deal with the intruder. Voldemort countered with a fiery spell, banishing the evil spirits. He then used his magics to summon a giant fiery serpent. Couling around Ramsley, the snake's fire burned him as Voldemort opened a portal to hell. He then watched as Ramsely plummeted into the eternal fires below.

Having been trapped in the live action realm ever since his encounter with Holli Would, Captain Hook had grown desperat to return to his own universe. With his live action body aging far quicker than his animated form, Hook sought out an immortal warrior known as the Kurgan. Hoping to steal his immortality for himself, Hook challenged the Kurgan. Kurgan rode into battle, laying waste to Hook's pirate crew. Hook then drew his weapon, and battled the Kurgan personally. The Kurgan overpowered Hook, knocking him to the ground, but the Captain attacked his enemy with his hook hand, injuring the Kurgan. Suddenly, from out of nowhere, the White Witch, Jadis, appeared. She then used her magic to cause the ground beneath the Kurgan to give way, causing him to drop to his death. She then turned her attention to Hook, and returned him to the animated universe, much to Hook's joy.

Meanwhile, Cruella approaches Docter Claw and Count Olaf with plans to forge an alliance, hpoing to further Mok's plans. They accept.

Cutler Beckett arrives in England and meets with the Sheriff of Nottingham and Cardinal Richelieu. Beckett then proposes an alliance to control the events of the war in their favor.

The two embodiments of evil, Darkness, and the Evil Genius, join forces as the plan to remake man their own, twisted image.

Jadis reveals her alliance, composed of the newly exiled Mombi, the Sanderson Sisters, and Maxim Horvath, who now is forced to bide his time after the death of Morgana.

Saruman, the White Wizard, recieves word from his master, Sauron, to begin building a grand army.

And, Voldemort plans his next move.

The End Draweth Nigh
Angered by Valmont's slowness in finding the Talismans, Shendu revealed how he was imprisoned in stone centuries ago. Shendu once ruled over most of the wrold with an iron claw. However, one of his servants, the Dark Dragon, rose up aganist him. The Dark Dragon even caught Shendu off guard, blasting him with a stream of flame. Shendu, however, recovered and pummeled his enemy with a battery of spells. The Dark Dragon, though, was but the figurehead of a massive conspiracy aganist Shendu. Chang and other warriors worked together to fuse Shendu into his statue form. Queen La hired Tiburon to take down the son of Shendu, Drago. Tiburon was reluctant at first, until La bribed him with a replica trident. Tiburon confronted Drago, as the two warriors of fire and water faced off. Drago stunned Tiburon with a blast of magic. Tiburon did not back down, and summoned a massive flying serpent and a few shark-hybrids to help him. He even stunned Drago with the false trident. His next shot missed Drago and set the porch rail next to Drago on fire. Inspired, Drago used this as a flaming staff. Tiburon extinguished it. But the extent of so much magic caused Tiburon's mount to lose it's ability to fly, causing both it and Tiburon to plummet into the sea.

Upon hearing of Captain Hook's return to the animated universe, Mok, still furious that Hook had ruined his plans before, decided to kill Hook once and for all. At the same time, King Ratcliffe summoned Sarousch and sent him to attempt to re-recruit Hook into his alliance. Sarousch accepted, and set out to join Hook on an expedition. After arriving, Saroush and Hook were ambushed by Professor Screweyes. Not wasting time, Screweyes powered up his fear machine, causing Hook and Sarousch's far to come to life. Hook, however, was not scared of the crocodile illusion that was set against him. Sarousch, however, was struck with fear as The Clown, a hideous beast, appeared. The demonic clown sent Sarousch's foot soldiers into such a panic that they attacked their leader. Hook, having had enough of Screweyes' interferance, attacked with his sword, but Screweyes escaped in his zepplin before Hook could deliver the finishing blow.

Zurg, fearing the looming threat of the Deceptacons, decided it prudent to be proactive against such opponents. He ordered NOS 4A2 to infiltrate their command ship and steal their vast knowledge database. NOS agrees, and sets out. Upon arriving at the command ship, NOS finds himself blocked by Black Arachnia. NOS attacks, shooting lasers from his hands and fire from his mouth. Arachnia responds with her own laser cannon, and strikes NOS. The space vampire survives, and uses his wings to takto the air. Then, with an electric assault, NOS defeats Arachnia, and treats himself to sucking out her energy. After he is sated, he successfully obtains the data.

Valmont formed an alliance with Ebon, insisting that the Dark Hand and the Metabreed would live equally under Shendu's rule. Fearing Shendu's return, John Castaway hired Tony Dracon to tear the alliance apart. Dracon and his thugs entered the lair, and easily defeated Shiv and Talon, but soon Ebon took it upon himself to get rid of the intruders. Ebon disarmed most of Dracon's men and knocked them out. Dracon himself then tried to shoot Ebon from a distance, but Ebon emerged and knocked the gun out of Dracon's hand. Ebon then roughed up Dracon and tied him up with the rest of the gang.

It had been a year since Tremaine's battle with Miss Lenoir and it was the Harvest Moon once more. Miss Lenoir's spirit told her minion, Lena, that if she could kill Lady Tremaine and spill her blood over the altar, Lenoir could live once again. Lena arrived at Tremaine's manor and cornered Lady Tremaine. Tremaine, however, used her magic wand to summon the demon, Sootinai, to kill Lena. Lena, completely outmatched, could hardly strike back aganist Sootinai before before he drained away her life, leaving nothing more than a skeleton. Tremaine, however, destroyed Sootinai as soon as he killed Lena, leaving herself the lone victor.

After their victory over the Fearsome Five, the Gangreen Gang had been running roughshod over their city, challenged by none. Hades, however, decided that it was time to collect on his generocity, as the Gang had done absolutely nothing to repay him. He and Facilier selected the Wierd Sisters to do the job, three beautiful witches who could no doubt deal with the troublesome Gang. When the Sisters confronted the Gang, Ace declares that he and his friends are above Hades and he then refuses to pay. With that, Ace and his friends attacked, using their powers to blast the Sisters into a nearby lake. This only managed to infuriate the Sisters; they then retaliated with a magical maelstrom that destroyed the Gang. Ace then watched in horror as a fatal lightning bolt streaked his way.

Still searching for her missing husband, Fox asks her associate Monkey Fist, and tasks him with finding Xanatos. Monkey Fist accepts. His search eventually leads him to a secret Cobra facility. Once inside, he hacks into a computer, and discovers that Oroku Saki has Xanatos being held captive. He is unaware that the Baroness is watching him, and she sends her ninja assassin Storm Shadow to deal with Monkey Fist. As he confronts the intruder, Storm Shadow is able to wound Monkey Fist with his sword, but Monkey Fist is able to use the surrounding smoke to make a quick getaway.

John Silver, secretly wanted revenge against Maleficent for not paying him for obtaining Jafar's lamp, decides to leave her a special present: a statue. Maleficent and Jafar then leave to discuss important terms, leaving her allies to guard the statue. But, her allies soon find that the statue is actually a goat demon named Discord. Pete and Ursula are unimpressed by the creature, and begin to insult him. Discord responds by causing Pete's pants to fall down, and then electrocutes Ursula as well. He then makes quick work of Maleficent's goons, and teleports away.

Mumm-Ra sent his Generals, Grune and Slithe, to kill an old foe who had a hand in his imprisonment, Mirage. Grune and Slithe left with a small army, but when they arrived, Mirage overwhelmed them with her magic. Grune responded, using his magic club to wipe out Mirage's own goblin troops. Mirage proceeded to wipe out the alliance's division of walkers. When Grune tried to personally strike Mirage down, she disarmed him. Outclassed, Grune and Slithe escaped.

Lord Beckett hired the Hunter, Van Pelt, to dispatch the Sanderson Sisters, who could pose a threat to his plans. Van Pelt stormed into their house with his trusty rifle, but Winnie was waiting. As Van Pelt readied his assault rifle, Winnie fired a sword composed of magic at him. Though this did not kill Van Pelt, it did throw off his aim. Before Van Pelt could fire another shot, Winnie and her sisters turned his body into pixels, sending the enraged hunter into the animated universe.

Voldemort sent his most trusted servants, Lucius and Bellatrix, to recover a prophecy which told who would win the upcoming war. At the same time, Horvath sent Barbossa to find the prophecy, promising to lift the curse upon him and his crew if he succeeded. Lucius found the prophecy first, but Barbossa arrived to claim the prophecy himself. Bellatrix, the more dangerous of the pair, threw a knife into Barbossa's heart; miraculously, the pirate survived. As Bellatrix and Lucius marveled at the occurence, Barbossa revealed that he and his men were skeletal warriors that could never die until the curse was broken. Malfoy drew his sword cane in an attempt to protect the prophecy, but Barbossa calmly shot him in the chest. As Bellatrix fled, Barbossa discovered that he actually destroyed the prophecy by accident.

Having had seven months to relish the "Ruberian Age", Ruber planned to hold a grand celebration to commemorate his seven months as king of the world. As Ruber and his war council began to celebrate, a giant red mass rose through the floor. It turned outto be none other than the evil genie, Jafar. Meleficent had wished to be rid of Ruber, and Jafar had come to honor the wish. Ruber's men attempted to attack, but Jafar rendered their weapons useless. Seeking to land a killing blow, Ruber charged, but Jafar blasted him with a mighty magical assault, leaving nothing but a headplate to remember the former king of the world by as Ruber's war council looked on in horror.

Maleficent then celebrated her victory, believing Ruber utterly destroyed, but Jafar warned her not to revel in victory just yet, as genies are forbidden to kill.

As it turns out, Ruber had been transported to limbo, where he is reunited with his old ally, Rasputin. Together, the two planned their escape back to the world of the living.

Menwhile, with the defeat of the Gangreen Gang, Fat Cat arrives to claim the criminal underworld for himself.

Having escaped Maleficent's fortress, Discord allies himself with Eris and Aku.

Monkey Fist, now knowing of Xanatos' whereabouts, reports to Fox, who has Dr. Drakken plan a rescue mission.

Captain Hook meets with King Ratcliffe and Sarousch in England, where he decides to join ther alliance.

Fearing Mumm Ra's wrath, Mirage seeks out Abis Mal and Mechanicles, who believe she will prove to be useful to their cause.

And, in his pyramid, Mumm Ra assembles his generals: Grune, Slithe, Kaynar and Addicus, preparing for the next stage of the war.

Revenge, Theivery, and Rescues
Meleficent and her allies then celebrate Ruber's demise. However, their celebration is interrupted by Hades, who, having heard of Ruber's death, wished to once again forge an alliance with Maleficent. She declined, pointing out Hades' torrid affair with Eris and demanded that he leave. As Hades' departed, Ursula approached Maleficent and asked her to restore her pets, Flotsam and Jetsam. Jafar and Iago, however, are less than happy about their continual servitude. But, little do they know they are being watched.

Meanwhile, Demona and Sevarius prepare to unleash their secret weapon. Thialog, the evil clone of the deceased Gargoyal, Goliath.

With her father having heard of the mystical lamp in Maleficent's possesion, Azula had been sent to retrive it. As she reached Maleficent's throne room, she found herself barred by Ursula, who was guarding the lamp. The witch challenged Azula to a battle, and attacked. Azula struck with her firebending, but Ursula survived the strike, and retaliated, firing magical orbs. Azula dodged the assault, using her speed to outrun the corpulant witch's magics. Azula then capitalized, striking Ursula with a bolt of lightning. Azula then snatched up the lamp, and escaped, leaving Ursula fuming with anger.

Mojo Jojo, having Medusa's key still in his possesion, unlocked Medusa's vault, revealing a trove of crystals inside, much to his delight. Having knowledge of the crystal's powers, Yzma planned to use a youth potion to make herself beautiful in an attempt to charm the crystals away from the mutant monkey. Shan Yu agreed to Yzma's plot. When Yzma arrived at Mojo's lair, her attempts to charm him were twarted by the Skeleton King, who had arrived to check on Mojo's progress. Suddenly, Yzma's potion began to wear off, revealing her ugly old form underneath. Seeing that all had gone wrong, Yzma went with plan B. She revealed a mechanical creature lying in wait. Mojo, having already planned for this, pulled a mystical statue from the vault. He then used it to summon a flood, trouncing the mech.

With their first part of the plan completed, Eris and her allies discuss their next move. They decide to attack Typhon, the Father of all Monsters, hoping to cut off Hades' supply of minions. Aku travels to the surface, relishing the chance to "Show the world who is master". As he confronts Typhon, he summons a bolt of lightning, which strikes the giant beast. Typhon, proving to be far more resiliant, strikes Aku with his fire breath as Aku is busy gloating, injuring the "Shogun of Sorrow". Aku then uses his eye lazers to blast Typhon against a nearby mountain. Typhon, having grown tired of the battle, began to pick up the mountain in an attempt to crush Aku. But, the move proved to by ruinous, as Aku blasted Typhon's feet. Typhon then accidentally dropped the mountain on top of himself, killing him. With his enemy defeated, Aku then delighted himself by burning down the nearby villages.

As the time of salation grew near, Fox gathered together The Pack and Doctor Drakken to assist her in her plan to rescue Xanatos from The Shredder's clutches. They were surprised when Macbeth suddenly appeared and offered them his services. Fox obliged.

Fox and The Pack infiltrated The Shredder's headquarters, but came up aganist strong resistance in the form of his 'daughter', Karai and his elite ninja guards. The Pack soon managed to take down the flimsy robot guards in quick succession. However, Karai proved far more competent than the robots, downing both Hyeana and Wolf in quick succession. Fox proved a more difficult opponent. Though Karai assaulted her with both katana and whip, Fox knocked her out with a swift left hook.

Drakken and Shego were up next, infiltrating the compound. As they made their way through the fortress, they soon found their way blocked by Hun, who revealed a secret weapon to deal with them: Baxter Stockman, armed in a giant mechanicle suit of armor. Shego challenged Stockman, who used his mechanicle arms to keep her fire away from him, nullifying her attacks. Hun, not wanting to be left out of the battle, lept into an attack vehicle. Drakken then called in his androids to deal with Hun, but Hun used the vehicle's cannon to obliterate them. Meanwhile, Shego and Stockman continued their battle. Shego dodged Stockman's assault of missiles and bulletts, until Stockman got a lucky shot in, sending her down, and burning Drakken's face in the process. Shego then retaliated, and damaged the mech, cutting off one of the legs. She then picked up a rocket launcher nearby, and blasted Stockman out into the streets, defeating him. Using a laser device, Drakken destroyed Hun's vehicle, causing him to flee.

Meanwhile, with his entire compound engulfed in chaos, the Shredder dicided to join the fray himself and take out the threats personally. However, he found his way barred by Macbeth, there to distract him while Fox locates Xanatos. A fight to the death soon breaks out as Macbeth lights the Shredder's throne room on fire. Shredder attacks, leveling Macbeth with a martial arts kick. He then runs, Macbeth giving chase, Shredder reveals it is a trick, and slashes Macbeth across the arm and side of his head. Macbeth then grabs a nearby spiked meditation table, and shoves it at Shredder, knocking him through a window out onto the balcony. He then pulls out a pistol, and shoots the Shredder, but his armor nullifies the shot. Shredder then grabs a pair of swords. Macbeth then pulls a decorative sword from the wall. Shredder's sword, however, is magic. He blasts Macbeth, but Macbeth fights on. The two then rush one another, but Macbeth feints and attack, and decapitates Shredder. As his enemy's head falls to the ground, Macbeth leaves the body to burn.

In the aftermath of the battle, Xanatos soons finds himelf freed, and atop the burning building, the headless body of the Shredder rises, picks up his head, and walks into the flames.

With Xanatos free, Cobra Commander then pressured Doctor Mindbender to complete the Bio Viper project.

Meanwhile, Mirage sought to strengthen her own power base by recruiting Ayam Aghoul and The Mukhtar to her ranks.

The Senors grew fearful of Fire Nation activity near their Island and called a meeting of their allies. Shego- desiring a rematch with Azula- asked Monkey Fist to look into the Fire Nation's nearby military mobilisation. He brought Fukushima, and they ran into Combustion Man. Fukushima tried to strike Combustion Man with a staff, but the fire bender summon a massive explosion and shattered the staff. Fukusima stepped up his assault, encasing Combustion Man's head in ice and later striking his third eye with a pebble. Though the two attacks disoriented Combustion Man, he recovered. He finished the fight, slamming Fukushima into a wall with lethal force. He then surrounded him in icicles, leaving the ninja for dead. Monkey Fist fled rather than face such a deadly opponent.

Warmonga begged Zurg for an assignment, and he decided to send her to take out Megatron's second in command, the treacherous Starscream. When the two encountered one another, Warmonga tried to shoot Starscream with a blaster pistol, but he simply fired his Null Ray at her. While this blow would be lethal to a robot, Warmonga was organic. She thus survived the blow and deflected several of Starscream's attacks. She even used a whip-like device to shock Starscream. The transformer modified his body into his F15 mode, but even this form took a hit from Warmonga's blaster. But Starscream couldn't be beaten by pure firepower, his lasers utterly overwhelmed the lesser opponent and knocked her unconscious.

Having suffered losses (Nessus and Typhon) in his ranks, Hades approached the Gorgon Sisters in hopes of forging an alliance. At the same time, however, Eris had brought the three witches known as the Trix into her alliance. As fate would have it, the two teams of sisters would meet, with disasterous results. The Trix sisters summon a massive thug to take out the Gorgons, but Medusa defeats the brute with a single shot of magic. Darcy (Trix), then fires lighting bolts at Fury, but, the far more nimble Gorgon dodges this attack, however, Darcy creates a massive tornado which frightens all three of the Gorgons. The Trix then laugh at the Gorgon for their fear, but are soon punished with blasts of laser vision. Stormy (Trix) wounds Fury, and hen creates multiple copies of herself, and creates another tonado of her own. Fury disperses the tornado, and then the clones. Fury, not wishing to be outdone, creates a tornado herself, and sucks Stormy and Darcy into it. Icy, the last Trix sister standing, manages to block Fury's next attack, and responds with a shockwave, however, Fury survives, and sends Icy plummeting to her death.

Having found himself stuck in the animated realm, Van Pelt set out to make a name for himself by killing the biggest, most ferocious animals he could find. He soon stumbles upon Tublat, and his ape army. Tublat commands his followers to attack, but Pelt kills them off. Tublat then attacks Pelt, taking advantage of the hunter's reload time to knock him into a waiting venus fly trap. Using he distraction, Tublat attempts to kill his rial wih a rock, but Pelt raises his rifle once more, and shoos Tublat into the nearby river rapids.

Seeing this as the right time, Wuya pressured Jack Spicer to collect more Shen Gong Wu and take part in the war. Lady Tremaine, hoping to halt these plans, used her magic to turn her daughter, Drizella, into a hideous monster, and sent her in Jack's direction. Drizella found Jack, who was wielding his Monkey Staff. Jack successfully blasted Drizella away with a Shen Ging Wu. He then used the Monkey Staff to transform into a strange monkey-human hybrid. Though Drizella whipped him with her tail, Spicer's new agile body allowed for increased endurance. He outmanuevered Drizella and struck her directly with the staff, reversing the spell.

Seeking to combine their two buisness empires, Claw met with Zorg, who promptly rejected his offer. Insulted by the rejection, Claw returned to his helicopter and prepared to leave, but his pride had been wounded, and he would not go without a fight. He then launched a missile at the building. But he missed Zorg. Zorg then fired arrows from his ZF1 submachine gun, destroying the controls of the helicopter. Claw parachuted out rather than die in the helicopter. Fortunately for him, Cruella was waiting in an escape car.

Skeletor enacted the next phase of his plan, this time targeting the city of Agrabah with his full force of henchmen; Mirage's new allies began to fight back. Mechanicles spurred Abis Mal into action. After his partner threw the pink lever, Mechanicles successfully summoned a platoon of mud men. As Abis Mal was beneath someone like Skeletor, he sent Evil Lyn, his second-in-command to deal with him. Evil Lyn then  froze the mud warriors in their tracks. Mirage acted quickly, downing one of Skeletor's warriors with her magic. The Mukhtar then dueled with Trap Jaw. Trap Jaw took an initial edge by laying The Mukhtar flat, but The Mukhtar recovered and shattered Trap Jaw's mechanical arm with his magic lantern. The Mukhtar drew his sword, declaring that he would not be knocked down again. Trap Jaw responded by trapping the sword in metal pincers and biting it in half. Mechanicles and Abis Mal the entered a massive praying mantis mech, but they encountered another of Skeletor's lieutenants, Tri-Klops. The cyborg used a grenade to tip over a vat of lava; the lava melted through the mech and destroyed it. Evil Lyn then confronted Mirage. Mirage tried to deal with Lyn indirectly, summoning a massive dragon. But Lyn was not intimidated and disintegrated the dragon with little effort. Ayam Aghoul the faced Skeletor personally. He was nearly defeated at the battle's beginning once Skeletor created a vortex. Aghoul responded quickly, blasting away Skeletor with some of his magic. Skeletor, however, used his sword to decelerate from the attack. Aghoul's next attack actually sent Skeletor flying into some rocks, but the more experienced sorceror recovered yet again. As Aghoul charged his opponent, Skeletor fired a fully charged blast from his staff, presumably killing Aghoul. Outclassed by the sheer number of opponents, Mirage and her forces fled Agrabah. Skeletor then seized control of the city.

Xanatos returned home discovered that someone had unleashed Thailog. He and Owen deduced that Sevarius was responsible, and decided to terminate his contract of employment with Xanatos Enterprises.

Hades and Facilier visited Echidna after the death of her husband and secured the use of her monster children.

Having survived their encounter with Tri Klops, Abis Mal and Mechanicles were getting over their defeat when Maleficent arrived and made them a new offer - one they gleefullly accepted, hoping to gain revenge on Skeletor.

The Skeleton King and Queen La unveiled their new alliance, consisting of Mojo Jojo, Mandarin, Valina, Norton Nimnul, Jack Spicer, Wuya, Technus and Vlad Plasmius.

Tzekel Kan arrived at Walker's ghost prison and unleashed one of its most powerful prisoners; Samhain.

The Acolytes recieved a visit from Stalker, a mysterious emissary who ordered them to speed up their quest for the crystals before their time runs out.

Meanwhile, Azula transported Jafar's lamp to her father, who quickly relased Jafar and became his new master. His first wish.. to be the new King of the World!

Chaos Spreads
The Illuminati meets amongst themselves and discuss the current events unfolding in the world. But, in light of the recent events, they decide to send an assassin to kill the Cobra Commander.

The Assassin soon arrives at Cobra HQ and infiltrates the grounds, launching an attack of the security systems. The Baroness, however, is allerted to his presence, and sends out security drones to kill him. The Assassin destroys them all, and soon breaks into the Commander's throne room, and uses his invisiblity suit to evade capture. He easily takes down the soldiers inside, and manages to knock out Baroness. Cobra  Commander quickly strikes, using the electric tip of his cane to knock out the Assassin. He swears vengeance upon thiose who hired the Assassin, and then kills his enemy with a fatal bite from his pet cobra.

Yzma soon reveals her new lab assistant, Megavolt, to Kronk. However, Megavolt wants to be more than a mere flunky like Kronk. He then decides to prove himself by seeking out a powerful villain to face. His search leads his to a shopping mall, where he meets one of the Skeleton King's enforcers, Technus. Megavolt attepts to use the mall's apliances against Technus, but the evil ghost is in his element. He proves to be far more of a challenge than Megavolt bargained for. Megavolt attempts a comeback, knocking Technus down. Technus, now in a suit of mechanical armor, trades electric blasts with Megavolt. But, in the end, Megavolt destroys the armor, and appaerently, Technus with it. Megavolt escapes the explosion, and with some loot in hand as well.

Hoping to gain a measure of revenge against Skeletor for her defeat in Agrabah, Mirage makes a deal with the evil spider beast, Anansi. When the spider beast arrives in Agrabah, it is confronted by Beast Man and the rest of his crew. Beast Man charges the spider, but Anansi knocks him away. However, Beast Man uses his mind control on a pack of jaguars, which attack Anansi, in the confusion, Beast Man strikes Anansi out of it's web with his whip, and Tri Klops then obliterates the spider beast with his cyber eye, ending the threat.

Realizing how vulnerable he was without Xanatos' backing, Sevarius hastily tried to forge an allaince with Negaduck. In the midst of their meeting, however, Doctor Mindbender appeared, accompanied by a horde of Bio-Vipers. Negaduck decided to abandon Sevarius, leaving the mad professor to protect his creations. Sevarius fired a pistol at Mindbender but missed. he then used a computer terminal to operate a giant claw, lifting Mindbender out of the battlefield. He even bashed Mindbender into a wall. But Mindbender got the upper hand once he put on his mind control helmet. Using the helmet to control the Bio-Vipers, Mindbender wiped out Sevarius's guards and disarmed his opponent. As Sevarius charged, Mindbender sent him crashing into a tank of electric eels. Sevarius seemingly died from the shock.

Stalker had recently discovered a vast amount of crystals recently recovered by Mojo Jojo and sent Hecate and Devimon to recover them from Queen La's temple. They arrived at the lair and met the two masters of the fortress, Queen La and The Skeleton King and engaged them in combat. Queen La actually tore a massive hole through Devimon's body with her staff, though he recovered from the blow. Hecate engaged the Skeleton King, shattering his breast plate before he got a chance to fire a spell. Hecate also sent one of her griffins at the warrior, but he knocked it out. Devimon then knocked Queen La out with a gust of wind. He and Hecate escaped with the crystals, though both La and the Skeleton King lived on.

Vexus arrived at Zurg Tower with the intention of conquering it. However, Gravitina, Warhok, and Gantu were all there to defend it. When her threats to make them leave didn't work, it was time for a full on invasion. They might not have been Decepticons, but the Cluster armada was well armed. But Gravitina had a surprise in store for the vicious queen. Gantu eliminated the Cluster foot soldiers. Warhok then attacked Vexus himself. To his surprise, she anticipated his blows. Gravitina the entered the fray, though Vexus got an initial edge and knocked her down. Gravitina got her revenge, using her telekinetic abilities to hit Vexus with pillows and send her falling down a set of stairs. Gravitina eventually tired of toying with her enemy; she summoned a solar flare to come down and incinerate the Queen of the Cluster. Vexus died before uttering a scream.

Hades troubles soon increased as the evil ghost, Samhain, attacked, invading the underworld in hopes of releasing all the souls of the dead. Samhain quickly attacked, making quick work of Pain and Panic. Hades then attempted to incinerate Samhain with a fire blast, exchangin a back and forth hit and run attack. Hades, finding Samhain to be tricky, decided to summon a ghost of his own: The Headless Horseman. The Horseman rose from the river Styx as Samhain claimed he did not fear the evil spirit. The Horseman gave chase, attacking Samhain relentlessly as the chased him throughout the underworld. The Horseman then summoned a flaming pumpkin, and hurled it at his rival, causing Samhain to flee. Having been watching the battle, Eris then revealed herself to Hades, revealing that she had been the cause of his recent troubles, claimning that it had been easy to manipulate Hades as the god of the dead seethed in rage.

As Ruber's former war council begun to fight amongst themselves for control of the faction, Jafar and Fire Lord Ozai arrived. Ozai then had the council swear their alligence to him as he declared himself their new king.

Having now recovered from the battle against Macbeth, the Shredder, now revealed to be an Utrom named Ch'rell, is now once again ready to rejoin the war.

Shredder then begins the first step towards his master plan for global domination. He has gained knowledge of Zurg's transdemensional technology, and plans to use it for hemself. And, with his forces in disarray after the battle wih Vexus, Zurg soon finds himself at a disadvantage. As the Shredder invades his compound, he easily destroys Zurg's hornet guards. Shredder quickly closes the distance as Zurg's cannon has no effect on Shredder's armor. Desperate, Zurg attacks Shredder with alien martial arts. He riddles the Shredder with strikes, damaging Shredder's android body. Eventually, Shredder forces Zurg to retreat,  as he has Baxter Stockman (now only a head after his battle with Shego)  deal with Zurg's troublesome scientists before transporting himself and his new equipment back to earth.

With another Talismin located, Valmont sends his enforcer, Hak Foo, to retreive the item. A the same time, Drago, not wanting his troublsome father to return to life, is desperate to stop the attempt. He seeks out Shego, interuping one of her spa days, and offers her a sum of money to retreive the item first. She accepts. Upon arriving at the item's location, Shego and Hak Foo meet. Shego blasts Foo with her fire, stunning him, but he retaliates and sends her through a wall. Shego survives and responds with another fiery blast, but Foo leaps high, and dropkicks Shego through another wall. This time, she stays down, as Foo claims the item for himself.

With the criminal underworld in complete chaos, Percival C. McLeach and John Silver decide to forge an alliance in hopes of surviving. However, their meeting is soon interupted by Agent Bishop, who plans to send them off to Kent Mansely's super-prison. Silver attacks Bishop with his laser cannon, but Bishop survives, and damages Silver's mechanical leg wih a grappling hook. McLeach then joins the fight, and uses an electric device to shock Bishop. Once again, Bishop endures the onslaught, and knocks McLeach into a nearby pit. Silver's pirate crew then attempts to join the fray, but Bishop calls his soldiers in to back him up. Seeing a nearby machine above the pirates, Bishop blasts the support, causing the machine to fall, creating a huge gap in the floor, and taking the pirates with it. Silver, now all alone, has no choice but to surrender.

While discussing methods of further advertising their services, the Pack was approached by the severed head of Coyote (who was now independent of the Shredder after the destruction of his HQ) who suggested they take down the Dreadknoks, an unruly biker gang led by Cobra Commander's enforcer, Zartan. The Pack attacked the Dreadknoks while they were relaxing. Zartan called the Dreadknoks into action, but the Pack took an early edge. They managed to knock out many a Dreadknoks member. Only when Zartan involved himself in the fight did things begin to change. Dingo literally threw a rock at Zartan's soldier, managing to irritate the biker leader. Wolf was more effective, punching Zartan while holding a set of weights. Wolf cringed in fear, however, when Zartan lit a stick of dynamite and hurled it at him. Though the blow didn't kill Wolf, it gave Zartan time to knock Dingo into Wolf. Outclassed, Wolf and the other members of the Pack fled.

Kalabar, leader of the Morganians, had returned to wrest the power of leadership away from Maxim Horvath, who now had leadership after Morgana's death. Horvath told Kalabar that he would gladly step aside...if Kalabar could defeat the Evil Genius. The now overconfident Kalabar quickly set out to take down his new rival. As Kalabar infiltrated the Genius's hideout, he attepted to scare the Genius with a hidious gremlin visage. However, the Evil Genius wasn't scared at all, but instead mocked Kalabar. Kalabar, enraged, attacked the Genius with magic, but the Genius waved off the attacks, and responded with his own, proving himself to be the superior sorcerer, the Genius incinerated Kalabar.

Xanatos was approached by Doctor Doofenshmirtz, who eagerly volunteered to prove himself. Xanatos sent the good doctor to infiltrate Castle Destro and get info on COBRA's new weaponry. Xanatos also gave Doofenschmirtz a small fleet of Steel Clan robots to help in the mission. Doofenschmirtz arrived before Destro and presented his robots, only to learn Destro had some reinforcements of his own. Though the robots dealt some damage, Destro's walkers and drones eventually took out the remaining robotic gargoyles. Destro let Doofenschmirtz escape, not thinking the incompetent doctor to be a threat.

Hordak asked Narissa to find the Lament Configuration, which could be the key to releasing him from his dimensonal prison. Narissa traveled to the live action realm with Nathaniel in tow, but before they could seize the box, they were attacked by Lord Voldemort and Wormtail. Voldemort had a special connection to the box, and was determined that it not fall into Narissa's hands. While the two masters dueled, Wormtail faced down Nathaniel, brandishing his magic wand so to intimidate him. However, Nathaniel drew a sword; a coward at heart, Wormtail transformed into a rat and fled from the battle. Narissa showered Voldemort with water and struck at him with black energy, but Voldemort deflected both attacks. Before he could damage Narissa, agents working for Zorg stole the Configuration. Voldemort moaned in agony as both the agents and Narissa escaped.

Demona, having been expelled by David Xanatos, soon held a meeting with a mysterious hooded stranger, who told her of a powerful spell book known as the Grimorum Aronorum. But, the dark stranger isn't so keen on giving her all of the powerful magic, but instead gives her only a few spells. Should she prove to make good use of the spells, the stranger will give her the rest. Demona then sets out to return to New York. But, upon her arrival, Demona is spotted by the evil shapshifter, Ebon, who wishes to do away with her. Upon encountering the shapeshifter and his servent, Shiv, Demona battles them. She uses her signature laser cannon, and easily makes quick work of Shiv. Ebon, however proves to be far more dangerous. He strikes Demona, but she rallies back, attacking him once again. But, Ebon is able to disable her laser cannon. This gives Demona a chance to use her new spells, and she unleashes the magic as Ebon tries to flee. The magics the encinerate the shapeshifter, much to Demona's delight.

Meanwhile, Doctor Sevarius reveals that he faked the fall to his death, so that Xanatos wouldn't seek retribution against him. Cobra Commander, impressed by the doctor, invites him into the Cobra organization, much to Doctor Mindbender's annoyance.

Mirage travels to the pridelands, where she allies herself with Zira to take down Mumm Ra. SHere Khan, however, is suspicious of Mirage.

Owen, discovers Demona's treachery, and "Puck" uses a powerful spell to curse Demona to transform into a human by the light of day.

Sa'Luk makes a purchase for the rest of the Talismans from the enigmatic Trader Slick, who has been collecting them over the years in hopes of gaining a profit.

Zorg's men deliver him the Lament Configuration, but are horrified when they open it and release Pinhead, who reveals he his big plans in store for them.

Jareth visits Queen Bavmorda, and tells her of a profesied child destined to destroy her. Bavmorda realises she must perform a ritual to exile the child's spirit or she will be doomed.

Shredder, now is possesion of Zurg's technology, learns about alternate dimensions in hopes of conquering the multiverse.

Hades ecnounters Gaston, who has been in the underworld ever since his death at the Battle of France. Echidna is not impressed by Gaston, but Hades sees potential. He has Doctor Facilier perform a ritual to transform Gaston into a monstrous beast, and promises to restore him should he be of use.

And while attending a mysterious rally in the city, King Ratcliffe meets the enigmatic Amon, who Ratcliffe believes will be useful against the Fire Nation.

Blood Will Flow
The real, human Shredder, who is trapped in Dimension X, contacts Krang on earth, and plans an amazing escape. Krang agreed to help him out, though they falsly believe that the utrom Shredder has been defeated. Krang's conversation with Shredder was cut short by the arrival of Doctor Hamsterviel, who wished to learn all Krang knew about dimensional travel. He unleashed Leroy, while Krang's rock soldiers rushed to his defense. Both the rock soldiers and Krang failed to take down the experiment with their laser cannons. While Krang held off Leroy, Hamsterviel called in Zurg himself. Zurg severely damaged Krang's walker with his laser vision and took over the base. Sevarius presented his 'son', Thailog, to Cobra Commander, who decided to send the gargoyle outside for field testing. Meanwhile, Daolon Wong used his magic to revive a long deceased gargoyle and dub him Coldstone. Thailog approached Wong, hearing of his action aganist Eli Pandarus. The two fought and Wong struck first, blasting his opponent away. Thailog, however, was no slouch with a blaster rifle; he emptied a round right into Wong's behind. Daolon recovered, pushed Thailog away, and shattered the support beams of a water tower. As Thailog was washed away, Wong summoned Coldstone to finish him off. This action proved Wong's undoing. Coldstone remembered the original for Thailog, Goliath, to whom he was a friend in a previous life. Coldstone attacked Wong, who teleported away before the gargoyle android could cause any more damage. Coldstone and Thailog then formed a fast friendship.

Hoping to put Abis Mal's skills to good use, Maleficent sent him deep into Fire Nation territory to steal back the lamp. Abis Mal infiltrated a Fire Nation outpost where the lamp was under heavy guard, but first he and his thieves needed to deal with Admiral Zhao. Though Abis Mal tried to be secretive, he disturbed Zhao in meditation. When Zhao turned to face him, Mal siced his troops on the warrior. Zhao knocked them out handily, but Mal grabbed the lamp. Zhao continually scorched Mal's behind as he tried to run away, causing the hapless henchman to drop the lamp. This proved the final straw for Abis Mal, as he drew his sword and charged Zhao. He actually nearly cut down his rival, but Zhao nimbly dodged. A thrust, however, downed Zhao briefly. Zhao struck Mal with a massive fireball, forcing Abis Mal and his associated to flee.

Drago, now realizing that his father's release is truly imanent, decides to approach the Pack with an important mission; the assassination of Shendu. However, Drago reveals that they will need a boost in firepower, and tells them of a Cobra facility in the mountains. The Pack then decides to send Coyote 3 to steal the info, however, he is halted by Storm Shadow upon his arrival. The ninja reveals the Bio Vipers lying in wait in the snow, but Coyote 3 destroys them with his weaponry. Storm Shadow then draws his blade, and damages Coyote's leg. But Coyote 3 blasts the snowy mountainside, and causes an avalance than burries Storm Shadow and the Bio Vipers. Coyote 3 then succesfully obtains the plans.

Carface, wanting to make a bid comeback in the criminal underworld, decides to set his sights on Fatcat. The crime bosses meet, and Carface informs Fatcat that his time is up. Fatcat eventaully backs down, and attempts to flee his office, but Carface is not ready to let Fatcat leave yet. As Fatcat attempts to escape, his large rear gets stuck in a window. Seeing the opportunity, Carface chomps down, and bites Fatcat in the rear before the corpulant cat managaes to escape as Carface takes over Fatcat's place in the criminal underworld.

Odin and the Dark Dragon attempted to seize the next crystal, which was held in the Book of Omens, currently in Mumm-Ra's hands. Odin blasted Mumm-Ra away with a powerful spell. The Dark Dragon then prepared to roast the mummy warrior. But Mumm-Ra then transformed into his more powerful form, Mumm-Ra the Everliving. This new form disarmed Odin and traded blows with the Dark Dragon, eventually striking the latter with a backhanded spell. Hecate teleported away before the mummy could destroy her. She rallied together her fellow Acolytes; striking as one, they struck Mumm-Ra, who fled rather than risk further injury. The Acolytes took the Book of Omens for themselves.

Demona, still adjusting to her human form, decided to avoid wasting precious time by hiring Fang, a mutant that worked for Sevarius before his 'death', to get a drop on Karai, who had recently resurfaced. At her residence, Karai had a meeting with Doctor Mindbender, where they discussed a secret alliance in light of their masters' dwindling sanity and rising bloodlust. However, Fang dropped in and began to wreak havoc. Karai tried to bribe Fang, but he scorned the notion of money. Knowing her life was in danger, Karai donned a suit of armor eerily similar to that of the Shredder. As Fang preapred to attack, she fired a whip chain at him. She actually hit him, but Fang clawed her twice. Fang even mustered some magic and shattered Karai's helmet. But Karai had one final trick: explosive shurikens. Fang fled rather than risk injury, leaving Mindbender and Karai to discuss their next move.

Deciding to make a move in hopes of obtaining the legendary ring, Saruman sends out his henchman Lurtz and the Urik Hai to retrieve it from the kingdom of Jadis the White Witch. As his forces attempt to lay seige to the kingdom, they are interupted by Jadis' wolves. Saruman himself is soon confronted by Jadis, who gets the drop on him and throws him around like a rag doll. Saruman's craftiness proves a match for the witch, as he grabs her wand, and threatens her with both wand and staff, forcing her to flee rather than risk further defeat.

At the same time, the newly returned Carface once again met up with Cat R. Waul at their old club. Waul, thinks Carface acted too rashly, and has allied himself with the sneaky Mr. Lickboot in hopes of creating great financial gain.

Fatcat, still furious over his defeat, is soon approached by Negaduck, who suggests that they join forces in hopes re-taking the criminal empire. Fatcat, wanting revenge, accepts.

Drago uses his stolen technology to upgrade the Pack, having even more plans in store for them.

Having driven off Jadis, Saruman travels to Mordor, where he meets with Sauron's generals, the Witch King of Agnar and Gothmog. They then prepare their armies for battle.

Discord presented Eris with two other villains from Equestria, King Sombra and Queen Chrysalis, and announced that he intended to destroy the remaining children of Echidna with them. At the same time, Hades gathered Echidna and her family and ordered them into battle. Discord and Tzekal Kan arrived with Chrysalis and Sombra. Gegenius attacked Queen Chrysalis. However, it only took two blows from Chrysalis's horn to knock him out. King Sombra knocked the Chimera into his brother, Ladon, knocking both out. They Cyclops then squared off aganist Queen Chrysalis. Though the Cyclops charged Chrysalis, one blast from Chrysalis's horn knocked him out. Echidna mourned the state of children today when they failed to bring down their opponents. Gaston then entered the battle on Hades's behalf. With a few fireballs, Gaston utterly destroyed Sombra. Queen Chrysalis proved a bit more of a challenge, as she actively attacked Gaston. Gaston, however, absorbed her fire balls and knocked her halfway across the planet with an attack of his own. Tzekal Kan and Discord retreated after witnessing Chrysalis's and Sombra's defeat.

John Castaway held a public rally for potential Quarrymen recruits, however, it was quickly derailed by Amon, who began preaching his own ideals. The clashing mentalities of the two clan leaders caused controversy, and before long, a massive riot broke loose. Castaway's soldiers attacked, and Amon's Equalists rushed in to defend their master. Castaway threatened one of the Equalists with a pistol, but the more nimble Equalist knocked him into an elevator console. Not one to be outdone, Castaway shot and killed his rival. However, Amon was far too agile and quick to be taken down by Castaway's weaponry. Though Amon seemed to have the upper hand, he decided it was far wiser to withdraw from the battle rather than be struck down by a stray bullet.

Looking to make another clear statement in the pride lands, Mumm Ra and Slithe send their most unstable warrior, Kaynar to take down Mirage. As Kaynar nears the pride lands, he is encountered by Shere Khan. Kaynar attacks the tiger, knocking him away with a straight punch. He then prods his weapons at Khan, who fights back with his claws. Khan then retreats to a cave, but Kaynar follows as he prepares to attack again. Suddenly, Mirage appears, much to Khan's chagrin, and uses her magic to topple overhanging rocks onto Kaynar, forcing him to retreat.

Hoping to free the newly imprisoned Deceptacons, Megatron sets out to raid Zurg's prison facility. The scene becomes perfect for Megatron as he finds Gantu guarding the prison. Gantu calls in the security hornets, but Megatron blasts them to smithareens. Gantu then personally attacks Megatron, armed with a blaster, but Megatron proves to be too crafty. As Gantu fires, Megtron counters and uses a cable to pull Gantu's blaster away. Gantu then attempts to flee in an escape cruiser, but Megatron then transforms into an attack helicopter, and gives chase. A brief battle ensues, and Megatron blasts Gantu out of the sky. As his ship crashes, Gantu is met by Kent Mansley, who then captures Gantu and imprisons him.

Word soon reaches Monkey Fist of a group of legendary Monkey Stones containing untold power. Wishing to prove themselves, the Seniors volenteer to do the job of retrieving them. At the same time, Queen La wants the stones for herself, and tasks Vlad Plasmius to get them. They all reach the stones at the same time, and while Vlad is a powerful spirit, Junior resolves not to let his father down. Vlad's magics prove to be a match for Junior's weaponry, until Junior gets a lucky shot in. Vlad then produces copies of himself, frightening Junior away with his powers. Vlad then takes to Monkey Stones back to Queen La.

Sa'Luk, hoping to gain the remaining Talismans for himself, attacked the Dark Hand during the middle of a crime spree, little realising that the Dark Hand Enforcers were wielding the power of the Talismans at that very moment. Finn crushed a few with telekinetic abilities but ended up unconscious from a punch by Sa'Luk. Ratso blasted a few thieves away before flying into a wall after being hit by a shuriken. Chow turned a few of the thieves into rats. The Dark Hand also hired a few dozen ninjas to scare the remaining thieves away. After Hak Foo and Valmont knocked out the leader of the thieves, Sa'Luk, they discovered that he was in possesion of the remaining Talismans.

Azula led a Fire Nation invasion force aganist Yzma's palace in Peru, taking her forces completly by surprise. The Huntsman attempted to martial a defense, leading the Huntsclan from the front lines. Using his staff, he managed to take out more than a few of the Fire Nation's tanks. However, a crew of firebenders sent him and his forces packing. Azula  soon infiltrated the palace and pursued Yzma to her secret lab through the chutes of the city. Megavolt tried to intervene, but Azula easily defeated him. Unfortunately for Azula, the distraction allowed Yzma time to escape. Megavolt then escaped and the Huntsclan retreated into the woods. However, Azula now had a stranglehold on Peru.

Jareth had located the prophecy child; Kal, the son of Kalabar. Jareth attempted to convince Kal to join him, but the Sandersons arrived with the same intention. Winnie noticed that Jareth was merely trying to trap Kal so that Bavmorda could sacrifice him. She resorted to drastic measures: singing. The Sandersons broke into a rendition of Screamin' Jay Hawkins's "I Put a Spell on You," instantly rapturing Kal. Jareth got his goblins to attack the witches mid-song, but Winnie fired a spell on some rocks and triggered an avalanche. Jareth left, utterly humiliated by the singing witches.

Meanwhile, Yzma reports to a furious Shan Yu, who commands her to reform the Sorcerer's Society.

Zurg orders the now captive Krang to help him rebuild his transdimensional technology. Krang refuses, but is tortured until he complies.

Destro recieves a visit from a mysterious woman called "Dominique Destine", who soon reveals herself as Demona.

King Ozai informs that his daughter that he will lead the attacks on the rest of the world by himself. Azula is not happy with this, something Jafar quickly notices.

Cruella and Claw grow closer, as Olaf becomes annoyed with them. They soon decide that Olaf is becoming increasingly useless.

Mok uses his techology to transform Forte back into human form, as he prepares for the next stage of his master plan.

Yzma, Mozenrath and Ayam Alghoul find Madam Mim, and use a potion to cure Mim of Messina's poisons. The Sorcerer's Society lives once again.

Destro then introduces Dominique to the Cobra Commander, who pledges her financial resources to Cobra. However, Doctor Sevarius finds something incredibly familiar about her.

And, Valmont, now having all the talismins, releases Shendu.

Evil Unleashed
Bavmorda, her fear of the prophecy child growing, pressures Kael into doubling his search. Meanwhile, the Sanderson Sisters present Kal to Maxim Horvath, who tells him of the death of his partner Morgana, and that they share a common enemy as Jareth looks on.

Having tired of Cruella and Claw, Count Olaf aligns himself with Zorg, who quickly introduces him to Pinhead.

Freed by Valmont, Shendu attempts to begin his plans of making the world his own. As he begins to bring his demonic temple to the surface, he is suddenly attacked by the upgraded Pack, under contract from Drago to kill Shendu. However, the beast refuses to go without a fight. As the Pack dispatches Torhu, Shendu attacks with his demon magic, taking down Wolf. Dingo then tries his hand with an electrified whip chain, but the mighty demon retaliates and smashes Dingo's mech suit. Wolf then manages to get a blow in which dazes Shendu, allowing Jackal and Coyote to attack as Jackal shoots mech claws into the demon, but Shendu fights back, tearing a hole in reality and dispatching Coyote. Hyena attacks Shendu, tearing a hole through his chest, but Shendu instantly heals himself. Hyena that transforms into a spider like form to finish Shendu off, but he attacks and kills her with an energy blast. Jackal desperately throws himself at Shendu, who backdrops him into a nearby pool of water, which electrifies the cyborg. Wolf, now all alone, attempts to defeat Shendu himself. Though he manages to get in a final blow, Shendu electrocutes him with laser vision. Having killed all of the Pack single-handedly, Shandu then scorns Valmont and his thugs as they attempt to flatter him.

Vlad Plasmius pressures Queen La into an attack on Shan Yu, telling her that his forces are weakened after the battle of Peru. Vlad decides to have Mojo Jojo create a mighty ape army using Chemical X. As they send the army to attack, the army finds itself barred by the Sorcerer's Society. Mozenrath launches the counterattack with his magic, taking out the flying monkeys above. Madam Mim joins the fray, defeating a huge gorilla in her rhino form. Mozenrath continues to take down more troublesome monkeys as Ayam Alghoul uses a magical skull to down a monkey tank. Having watched the battle below from her tower, Yzma finds herself menaced by a giant monkey mech. However, the mech proves no match for Yzma's missiles. With his army quickly defeated, Mojo retreats in shame as the Society looks on.

Cat R Waul and Chula located a treasure trove on a seemingly abandoned island, hoping to use it's riches to finance their new criminal empire. They were disturbed by the arrival of Don Karnage and his pirate crew, the real owners of the Island. Karnage discovered that Waul and Chula had stolen precious diamonds from his mine. In his rage, he actually threw a sword at Waul. Waul took his revenge by cutting the ripe securing the main support beam of the mine. This caused the entire mine to collapse. Karnage and his men were blinded, however briefly, but Karnage gained his vision and ordered his men to chase after the two criminals. All was lost, however, as Karnage lost a few men down a pit and the two gangsters escaped.

Negaduck decided to begin his campaign by spreading his own personal brand of chaos, only to be halted by Jack Spicer, who decided to make an attempt at the crime lord. Intent on killing his rival, Jack Spicer unleashed his JackBots, only for Negaduck to destroy them all. The mallard then piloted a tank firing absurdly large shells, one of which actually hit Jack in the face. Spicer, however, sent a massive robot to crush the tank. Though it succeeded in destroying the tank, the robot was helpless to the simple act of being tripped. Spicer looked on in fear as Negaduck lit a comedically large bomb. But his crossbow came in handy, as he quickly extinguished the flame and pegged Negaduck to a wall. Before Spicer could celebrate, Negaduck slipped out of his clothes and escaped. As he escaped, Negaduck encountered Phantom Blot, with whom he forged a partnership.

Having heard of a powerful being imprisoned in the moon, Megavolt began a solo mission, hoping to restore his reputation after his humiliation at Azula's hands. When he arrived, Nightmare Moon was disturbed from her plans of unleashing eternal night on the world, and immediately attacked. Before Megavolt got a chance to attack, Nightmare Moon landed a lunar module on his head. She made her way to Earth, but Megavolt dogged her all the way. No sooner did he set up a camera-like laser than did Nightmare Moon blast him with electricity. Nightmare Moon's smile faded as Megavolt revealed the true power of his laser: rainbows. Nightmare Moon was eradicated before she could even flee.

Having heard rumours that the prophecy child could be hiding within Jadis's faction, General Kael encouraged the witch Xayide to attack their weakest link- Mombi, knowing how she coveted Mombi's power of life. Xayide was happy to oblige the General, and assaulted Mombi's tower of heads with her army. Her crustacean guards eliminated the Wheelers surrounding the fortress, but Xayide then had to walk through Mombi's corridor of severed heads. Xayide was unintimidated, finding Mombi's head located at the end of the corridor. As Mombi's body searched for its head, Xayide carried the head to Bavmorda.

Hoping to impress his new allies, Count Olaf put on a show at Zorg's headquarters- the show was infiltrated by Narissa, who disguised herself as an lod hag and prepared one of her poison apples. She presented it before Olaf, hoping to use his death as a distraction, but the count recognized that she was not a member of his acting troupe and knocked the apple away with a prop sword. However, the count was too busy with his performance to stop Narissa. As Narissa found the Lament Configuration hidden inside a wall, Pinhead, the most powerful demon in the Configuration and the true leader of Zorg's alliance, emerged. Putting the play to a halt, Pinhead demanded the return of the puzzle box. Narissa grabbed a prop sword to defend herself. Yet this was but a ruse; using the sword as an anchor, she teleported away with the Configuration in hand.

Pinhead, completely furious at Olaf over losing the configuration, rips him apart with his demonic hooks as a completely horrified Zorg looks on while Olaf is drained of his blood.

Meanwhile, Megetron rallies his troops, and quickly makes an example of Starscream, who attempts to undermine Megatron's authority.

At the same time, Jafar secretly pays a visit to Princess Azula's chambers, telling the princess that he knows of all her troubles, and advises her to take control during her father's absence. The next day, Azula and Jafar attend the annual Lizard Men Games, where all of Ruber's old war council is in attendance. Seeing her opportunity, Azula challenges the Lizard Ruler to mortal combat. The King proves to be no match as Azula knocks him into a lava pit as his minions look on in disbelief. Azula then claims control over the Lizard Men army as Jafar looks on.

Having failed his master many times before, Hun is granted one last chance to redeem himself, as The Shredder sends him to recover an experimental microchip from the well known industrialist, Abraham Kane. Hun accepts the mission without hesitation, ready to prove himself worthy of being The Shredder's right hand man again. As Hun arrives at Kane's hideout, he quickly crashes in in a large armored vehicle. Kane quickly is alerted to the intruder, and decides to deal with the intruder personally. He leaps into a mechanical walker, and fires the lasers at the armored car, but unfortunately, it isn't enough to damage Hun's car. Seeking action, Hun leaps out of the car, but is forced to dodge Kane's missiles. Hun fights back, hurling an oxygen tank at the walker, causing it to explode. Kane is forced to jettison the walker's escape probe, as Hun obtains the microchip. Having grown tired of Monkey Fist's constant mocking of his past failures, Duff Killigan decides to make a statement. He heads into Fire Nation territory, and seeks out the assassin known as Combustion Man. Duff quickly locates the assassin, and a battle breaks out. The two trade explosive attacks, but neither can gain an advantage. Duff attacks, hitting Combustion Man in the forehead with his golf ball, and then pummels him with his golf clubs. Combustion Man powers through the assault, and retaliates with a blast that is able to send Killigan packing.

Sage Odin had discovered the next power crystal in Atlantica, and contacts the Evil Manta, who accepts the task of recovering the crystal. However, it is being held by Manta's arch-rival, Mer Man. With trident in hand, Manta lays waste to Mer Man's soldiers, and soon overpowers his rival. Mer Man attempts to use the crystal's power, but fails as the magic backfires. Mer Man is completely unprepared, and is quickly defeated as Manta obtains the great crystal for Sage Odin.

Xanatos decides to recruit the hunter, Van Pelt, to his forces, hoping he will be of use. Pelt also brings along Prof. Ibsen. Meanwhile, the Skeleton King sends out Norton Nimnul to destroy Xanatos industries. Dr. Doofenshmirtz, wishing revenge on Xanatos, decides to tag along. As the scientists meet at the tower, they soon come into conflict. Ibsen attacks with mechanical flying monkeys, but Nimnul defeats them with his laser mech. Ibsen's mechanical animals quickly defeat Doofensmirtz's, and Doof quickly attempts to escape, but actually falls to his doom. Pelt the summons rabid dogs, who tear Nimnul apart.

Aku orders his most trusted disciple, Demongo, to infiltrate the underworld to steal souls from the River Styx in hopes of building an undead army. Demongo arrives in the underworld, and is met by Pain and Panic. Demongo attacks, tripping Pain up with a skull, and blasting Panic into Pain, causing him to spear Pain's butt with his horns. Demongo then gleefully sears them with fire, but the two attack with arrows, getting in one lucky shot, only to be blasted again. However, Demongo's luck ends as Chaos arrives in the underworld, and attacks, using to magic to cause Demongo's powers to leave him, leaving him a withered husk.

Having tracked Anansi's scent to the Pridelands, Beast Man follows, and comes into contact with both Zira and Shere Khan. As a fight breaks out, with Khan taking down Beast Man's shadow beasts. Khan attacks Beast Man, leaping across a gorge, but Beast Man catches Khan mid flight, causing Khan to latch onto the nearby ledge for dear life. Zira tears through some trees in an attempt to crush Beast Man, causing him to flee. Zira then turns her attention to Khan. To Khan's horror, she slashes his paw, and he falls to his apparent demise as a boulder falls on top of him.

Meanwhile, Hades returns to the Underworld, where he is greeted by Loki, Chaos, and Nemesis, who offer their help in taking down Aku and Eris.

Demongo crawls back to Aku, having failed, and begs for mercy. Aku then crushes Demongo in his fist, as Samhain reveals two of his minions to aid Eris's cause: Ember McLain, and her boyfriend, Skulker.

Abraham Kane and David Xanatos decide to join forces.

Having lost the lament Configuration, Pinhead begins construction on a new, large scale one. He intends to bring about hell on earth, but Zorg doesn't seem to happy about his master's plans.

Bavmorda, desperate for help, turns to the Evil Genius. Xayide delivers Mombi's head for interrogation, and she tells all she knows on Kal to save her life. Bavmorda then sends her forces to find the child.

Having obtained the Lament Configuration, Narissa unleashes the evil warlord, Hordak. Negaduck holds a meeting with FatCat, The Phantom Blot, Don Karnage, and the Collector. Negaduck then announces that they are the new Fearsome Five.

Zira introduces Khan's replacement, Tublat, as Mirage already has plans for him.

And, the Shredder begins the first phase of his master plan.

The Final Countdown Begins
Krang had rebuilt Zurg's technology and convinced the Emperor that they had a common enemy in the Utrom Shredder, and Zurg agreed to open a dimensional portal to Dimension X and release the human Shredder and his Technodrome at last.

Mozenwrath met Shan Yu at his citadel to discuss mobilising a force to retake Peru. Shan Yu explained to Mozenwrath the reason why he despised the Fire Nation so much; years ago, they raided his village and massacred the entire town, killing his wife in the process. Suddenly, the citadel came under attack from Fire Lord Ozai himself, who had brought an entire army with him. Ozai confronted his old enemy, and attacked Mozenwrath with a blast of lightning. The sorceror retaliated with his magic, knocking Ozai away. However, with Ozai's armies approaching, his rivals were quickly forced to flee.

Pinhead introduced a horrified Zorg to his new henchman, Jason, much to Freddy's annoyance.To test his abilities, Pinhead sent him to find a target, and Jason chose to attack another undead warrior; Captain Barbossa. Jason hunted Barbossa down, and the two squared off. Jason impaled him with a machete. But Barbossa's curse kicked in; the machete dealt minimal damage. Barbossa stabbed Jason, but Jason too was immune to being impaled. Barbossa commented on the irony of the situation and then shot Jason away. He dropped a massive tankard onto the brute, but Jason knocked it over. On a whim, Barbossa altered the water pressure; this accidently triggered Jason's fear of water. Catching on, Barbossa shot an electrical panel, sending a massive surge of electricity through Jason and killing the mongoloid. As Barbossa left, Zorg approached, asking Barbossa for assistance.

Evil Genius visited the Sheriff of Nottingham and his advisor, Mortianna, and convinced them to join his cause. Growing suspicious of the Sheriff's motives, Cardinal Richelieu and Captain Rochefort paid him a surprise visit, only to be attacked upon entering his hidden chambers. The Sheriff attacked them headlong crudely with a broadsword. Rochefort, a calm fencer, brandished his rapier in response. The two began to duel. Mortianna then attempted to skewer Cardinal Richielieu, but he simply shot her. As the Sheriff and Rochefort clashed, Rochefort's nimbler blade took the edge. The spy even managed to chop half of the Sheriff's hair off. Yet the Sheriff retreated, promising to cut Rochefort's heart out with a spoon as he left.

Evil Lyn infiltrated Maleficent's castle for Skeletor. Upon arrival she found Pete taking guard, and intended to make quick work of him. However, Pete had fixed up his branch of Maleficent's castle with the latest in security technology. Pete nearly crushed Lyn with rocks. Lyn was more than capable of deflecting the rocks but was genuinely unprepared to be disarmed by a flying boxing glove. Pete then fired up the dual laser cannons and struck Lyn, knocking her out of the castle. She escaped, but only just.

Mindbender decides to fit Zartan with a special chameleon suit, allowing him to take on the appearance of anyone he so chooses. At the same time, David Xanatos also heard of this technology, and desired it for himself. Abraham Kane decided that he would send his best operative: Red, to steal the suit. However, Shego, overly annoyed with Red's vanity, decided to tag along in hopes of upstaging him. The two intercept the Baroness on a mountain highway, and attempt to force her into giving the whereabouts of the suit. A fight breaks out, and Red soon lays waste to the Cobra troopers. Baroness fought back, shooting Shego as she rushed her. Shego then retaliated, knocking Baroness out of her truck. Red then electrified Baroness, but as it turns out, she was actually Zartan in disguise, who is then brought in.

Mozenrath and the Huntsman decide to pay a visit to the thieves guild. During their visit, they hire the theif Amin Damoola to gain information on Valmont andthe talismins. Mozenrath even goes so far to equip Amin with a magical guantlet. As the thief infiltrates Valmont's compound, he finds that the gauntlet easily allows him to beat Tohru, Finn, Ratso, and Chow. Valmont, thinking quickly, activates a magical element in his cane, knocking Amin's gauntlet away. As Amin attempts to put it back on, Shendu arrives and scares the theif away.

At the same time, Maleficent decided to pay a visit to Snake Mountain. She warns Skeletor not to make an attempt on her castle again, but Skeletor reveals that Lady Tremaine has acted as his informant, revealing her knowledge to him, much to Maleficent's fury.

Hades and Doctor Faciler decide to reward Gaston for his loyal service by returning him once again to human form.

Mok gathers his allies together to discuss their next plans. As it turns out, Megavolt, Loki, and Sarousch have all been acting as spies within their respective factions, giving Mok plenty of valuable knowledge.

Having once again met up with the ral, human Shredder on earth, Krang has the Shredder install him in a new adroid body.

The Dark Dragon invites a frustrated Drago to his lair, where his gives Drago a boost of power in hopes of Drago destroying their common enemy: Shendu. However, the now beastial Drago is intercepted by Queen La, who plans to put a stop to Drago's destruction. La strikes first, but Drago is not phased. He kocks her away with his incredible power, and then spends the next few minutes vaporising her leopard henchmen. La then throws her sheild at him, but it only managaes to stun him. She then fires blasts form her staff at Drago, but his wings deflect them. As things begin to look grim for the queen, Drago's father, Shendu, arrives, distracting his son. La takes this opportunity to open a portal to hell. As Drago falls in, he begs Shendu to save him, but Shendu refuses, and coldy tells Drago to remember his place. Shendu then allies himself with Queen La and the Skeleton King.

Having been freed from Despondos, Hordak was keen to find out just who imprisoned him there. He visited an old friend, Oberon, who was less than cooperative. Oberon then killed one of Hordak's minions. Hordak did not take kindly to this and tried to crush his old friend with a barrage of boulders. Oberon stopped them in midair, and casted them away, unharmed. Yet Hordak attacked with a frightening psychic assault powerful enough to crash Oberon through several walls. Oberon then revealed Maleficent was the mastermind behind Hordak's imprisonment due to Hordak attempting to obtain the crystal of darkness for himself. Hordak then vowed retribution. Wanting to impress Warmonga, Warp Darkmatter asked Zurg for a chance to take on Megatron himself. Zurg agreed, but when Warp attacked a Decepticon base, he found himself up aganist Starscream instead. Unlike with Blitzwing and Lugnut, Darkmatter brought in all his guns. He effectively knocked the foe back first with a couple aerial mines. then with a blaster pistol. He even managed to dodge Starscream's Null Ray and hit the robot with a clawshot and a blaster rifle. Though Starscream easily wiped out Darkmatter's backup hornets, Warp activated a bladed arm and began hacking through Starscream's circuits. Just then, Megatron entered. His arsenal expended, Warp Darkmatter fled the battle. But Starscream lived to fight another day.

Shredder and Krang, in the Technodrome, plotted the downfall of Ch'Rell, until they were interuppted by the arrival of the New Fearsome Five:The Phantom Blot, The Collector, Don Karnage, Fat Cat and their leader, Negaduck, who demanded that the Shredder surrender the Technodrome to him. Tempers flared, and an all out battle raged within the Technodrome. The Collector sent out an imp to fight some of the Shredder's armies, but Bebop and Rocksteady killed it without a second glance. One of Karnage's pirates layed out Bebop, while Karnage himself buried Rocksteady in a pile of sand. Negaduck the pulled out a shotgun and destroyed most of Shredder's Foot Clan robots. Seeing this, Krang roared at The Shredder to get into the action. Negaduck then siced one of his imps on the Shredder, but the more experienced martial artist killed it. The Collector then severely damaged Krang with a cannonwhile Karnage then got a kick  in on the Shredder himself. But all this was for naught; Bebop recovered and blasted one of Karnage's henchmen directly on top of him, likely killing the pirate. Phantom Blot managed to knock out Bebop with a blaster, but he was killed when the Shredder activated the Technodrome's laser systems. The Collector then managed to knock both Shredder and Krang down with a magical bull-anvil creature. Yet Krang got up and punched the Collector into a portal to Hell contained within a toy chest. Fat Cat then slashed off Krang's new arm. Negaduck readied a grenade launcher and blasted away both Krang and the Shredder. Yet the Shredder created a massive energy blast from his computer console, killing Fat Cat and rocketing Negaduck out of the Technodrome. Krang's body was destroyed in the fight with the Fearsome Five, but he himself survived. The two schemed how to take down the Utrom Shredder, now known to be working on a dimensional reality breaker; a machine allowing Ch'Rell to destroy the universe and rebuild it at his whim. Krang realized the Shredder's atomic ray may be the only weapon capable of stopping it; the weapon was now in the possesion of Valmont.

Hoping to get some help in his fight against Bavmorda, Maxim Hovath visits the Ministry of Magic. Unfortunately, help isn't what he gets as Doloris Umbridge, the Ministry's Review Officer, and a powerful sorcerer, Xaxley, attempt to arrest him. Horvath quickly acts, and blasts them as he attempts to escape. Xaxley gives chase, getting a shot in and blasting Horvath against a wall. Horvath, thinking quickly, causes the Ministry posters outside to come alive and swarm Xaxley, causing the much needed distraction for Horvath to get away.

Meanwhile, Azula pays an unexpected visit to Kent Mansley's Super Prison, where she places a new Fire Nation warden in place of power, much to the chagrin of Dr. Robotnik and Agent Bishop.

Ch'Rell reveals his plans to Karai as he plans to destroy the universe and create it on his own image. Karai, however, is quite concerned with his genocidal plans.

Yaxley reports Horvath's escape to Voldemort, who is not concerned, as he now completely controls the Ministry of Magic.

Admiral Zhao makes an alliance with John Castaway, hoping to use the Quarrymen to keep Amon busy during his campaign against England.

Realising that he needs an army with which he can take over China, Shendu turns to La and the Skeleton King for help, but the King wants Shendu to serve him, much to Shendu's anger.

Facilier and Gaston meet with Clayton's sister, Lady Waltham. Facilier reveals that it was Tzekel Khan who killed Clayton. Waltham vows vengeance.

The Sherriff of Notingham retreats to Bavmorda's castle and pledges his alligience to her cause.

Mozenrath punishes Amin Damoola for his failure, but Amin begs Mozenrath to let his put what he has learned to good use.

Doctor Sevarious reveals that he has completed the Bio Viper army ahead of schedule, much to the horror of Doctor Mindbender.

Demona, Thailog, and Destro plot to overthrow Cobra Commander, but Destro is not fond of his newest ally.

Maxim Horvath visits Cutler Beckett in hopes of an alliance after being rejected by the Ministry. Beckett decides to give Maxim a scecial task force in light of the Sherriff's nfound treachery.

A mysterious new player awakens the Snow Queen from her slumber.

And, with the Crystal of Darkness reassembled, Stalker prepares for the final step of his master plan.

The Final Showdown

Skeletor gathered his chief henchmen and prepared for his assault on Maleficent. Evil Lyn reported the Forbidden Mountains's greatest weakness to Skeletor. Merman reported an ocean-wide insurrection aganist him. Tri-Klops reported that he had ousted all of the "undesirables" from Agrabah. Beast Man reported that he had tracked Abis Mal and Ursula's scent to the Forbidden Mountains. He got into a brief quarrel with Evil Lyn, but Skeletor broke it up. Trap Jaw gathered Skeletor's forces for the attack. Skeletor then decided to attack the Forbidden Mountains and crush all of his enemies in one fell swoop.

At the same time, war was brewing below as Hades and his forces found themselves under attack by Eris and Aku. As Tzekel Khan rallies his soldiers, he is met by Lady Waltham. However, Echidna and her son Ladon even the score, with Ladon even eating one of Khan's soldiers as Echidna causes havoc on the battlefield. Nemesis joins the fray, attacking Khan with her scythe arm, but Khan knocks her back. This gives Waltham a chance to hit Khan with a magical dart. The shaman is suddenly reduced to a lowly cockroach, and promptly crushes beneath Waltham's foot. Meanwhile Gaston and Dr. Facilier were having their own problems as the battled Ember McLain and her boyfriend, Skulker. Gaston attacked first, blasted Ember through her large screen, while Facilier looked on. However, Ember survived, and Skulker readied his arsenal for attack. The Weird Sisters attempted to put a stop to this, but Ember soundly defeated them with a blast from her guitar. Skulker made use of the distraction, laying waste to the battlefield. He nearly knocked Gaston into a bottomless pit. However, Facilier used magic powder against Ember, causing her powers to leave her. He then sacrificed her, feeding her essence to the Friends on the Other Side. Discord then encountered Chaos. Discord didn't take Chaos seriously, infuriating the cat, who unleashed his powers and transformed Discord back into his statue form. Nemesis then attempted to take down Skulker, managing to get in a strike, but Skulker quickly took her down with his weaponry. Having watched the battle long enough, Aku joined in. Pain and Panic shot arrows at him, but he simply absorbed them, unharmed. He then shot the arrows back at Hades, who managed to avoid and melt them. Hades then burned a gash in Aku, and left him to die, but Aku transformed into a giant scorpion. As Aku prepared to attack the gloating Hades, Hades shot fire from his finger like a gun, knocking Aku from his perch and into a bottomless void in the underworld, defeating him. Seeing their old rival on the battlefield, Pain and Panic attacked Samhain. The evil spirit was caught completely off guard as the two used a magic crystal to imprison the screaming ghost once again. Seeing her ranks all but depleted, Eris attacked Hades. Transforming into a giant golem, she quickly withstands a blast from Hades trident and knocks a pillar on top of him. As she prepares to kill Hades, Chaos leaps in from of her, and she destroys the cat in her fury. Hades sees his chance, and fires cables at the golem, tying it up. Eris pulls out a flaming sword, cutting through the cables with ease. Hades then attacks with all his trident's might, destroying Eris' golem form. Eris is left a shriveled husk. As Eris rages at her former lover, Hades blasts her into a fiery coffin and sets her ablaze, killing Eris once and for all. As Hades begins to celebrate, The Fates arrive, and tell him of the battle beginning above. Skeletor has mounted an assault on the Forbidden Mountains. Seeing this as a chance to set things right with Maleficent, Hades departs to save her.