Disney Heroes vs. Villains

Disney Heroes vs Villains is a spin-off tournament created by acemckillayoface.

Number of Rounds (Part 1): 14

Round 1:

 * Prologue (featuring Prince Philip, Maleficent, Flora, Fauna, and Merryweather, Hades, Jafar, Ursula, Scar, Queen Grimhilde, Cruella De Ville, Captain Hook, Lady Tremaine, Frollo, Gaston, and Zeus)
 * Aladdin vs Hades (also featuring The Sultan, Princess Jasmine, Abu, Genie, and The Flying Carpet)
 * Snow White vs Dr. Facilier


 * Peter Pan vs Frollo and the Ringmaster (also featuring Tinker Bell)


 * Tramp vs Roscoe and Desoto (also featuring Bill Sykes, Lady, Jock, and Trusty)


 * Bernard and Bianca vs Ratigan (also featuring Orville, Fidget, and Evinrude)


 * Mickey Mouse vs Maleficent (also featuring Yen Sid, Minnie Mouse, and Goofy)

Round 2:

 * King Triton vs Jafar (Featuring Ursula, Ariel, and Flounder)


 * Bambi vs Gaston (Featuring Percival C. McLeach, Bambi's Mother, and the Great Prince of the Forest)


 * Robin Hood vs The Queen of Hearts (Featuring Prince John, the Card Soldiers, Little John, Maid Marian, Sir Hiss, and Lady Kluck)


 * Quasimodo vs Lady Tremaine (Featuring Drizella Tremaine and Anastasia Tremaine)


 * Mowgli vs Scar (Featuring Banzai, Shenzi, and Ed, Shere Khan, Baloo, and Bagheera)


 * Aladdin vs Madame Mim (Featuring Iago, Jasmine, the Flying Carpet, Genie, and Abu)


 * The Beast vs The Evil Queen (Featuring The Magic Mirror, Lumiere, Belle, Mrs. Potts, and Chip)


 * Hercules and Aladdin vs Pete (Featuring Pain and Panic, Philoctetes, the Flying Carpet, Genie, and Abu)

Round 3:

 * The League of Extraordinary Gentlemice vs Lucifer (Featuring Basil of Baker Street, Bernard, Bianca, Roquefort, Timothy Q. Mouse, Jaq, Gus, Doctor Dawson, Jake, Toby, Professor Ratigan, and Orville)
 * Simba vs McLeach (Featuring Zazu, Timon, Pumbaa, Nala, and Joanna)
 * Ariel vs Captain Hook and Monstro (Featuring Captain Hook's Pirates, Mr. Smee, Flounder, and Sebastian)
 * The Lost Boys vs Frollo's Forces (Featuring Stromboli, Foulfellow and Gideon, Tinker Bell, Peter Pan, and The Coachman)
 * Tarzan vs Kaa (Featuring Shere Khan and Jane Porter)  (guest starring Hista only as cameo)
 * Taran vs Sykes (Featuring Hen Wen, Eilonwy, Fflewddur Fflam, Roscoe and Desoto, The Horned King, and The Horned King's Barbarian Guards)
 * Donald and Goofy vs Shan-Yu (Featuring Hayabusa the Falcon, and The Hun Army)
 * Sad Cutscene (Featuring Timothy, Dumbo, Bianca, Basil, Mrs. Jumbo, Frollo, the Coachman, Ratigan, Jaq, Gus, Roquefort, Jake, Evinrude, Bernard, and Doctor Dawson)

Round 4:

 * The Forces of Merlin vs The Forces of Maleficent (Featuring Merlin, Prince Philip, Flora, Fauna, and Merryweather, The Fairy Godmother, Archimedes, Ariel, Diablo, Maleficent, the Horned King, Yzma, Bill Sykes, Roscoe and Desoto, Lady Tremaine, Lucifer, Arthur, The Wolf, and Maleficent's Goons)


 * Gantu vs Jim Hawkins (Featuring Doctor Doppler and Captain Amelia)


 * Esmeralda vs Dr. Facilier (Featuring Quasimodo, Facilier's Shadow Demons, Clopin, Djali, and Frollo)


 * Genie vs Ursula & Morgana (Featuring Jafar, Flotsam and Jetsam, and Cloak and Dagger)


 * Jafar & Abis Mal vs Mulan (Featuring Jafar's Dark Horsemen, The Chinese Imperial Army, Captain Li Shang, Yao, Ling, and Chien Po, Mushu, and Cri-Kee)


 * Battle For the Native Land (Featuring Governor Ratcliffe, Ratcliffe's Army, Commander Rourke, Clayton, Mercenaries, Kenai, Koda, Rutt and Tuke, The Powhatan Tribe, Chief Powhatan, Pocahontas, The Powhatan Warriors, Kocoum and Namontack)


 * Forte vs Quasimodo (Featuring the Beast, Mulan, Mushu, and Cri-Kee)

Round 5:

 * Buzz Lightyear vs Long John Silver (Featuring The Grand Councilwoman, Jim Hawkins, Scroop, Silver's Pirates, Morph, Mira Nova, Booster, and XR)
 * Milo and Kida vs Lady Tremaine
 * Pocahontas vs Rourke (Featuring Ratcliffe, Grandmother Willow, Helga Katrina Sinclair, and John Smith)
 * Timon and Pumbaa vs Alameda Slim (Featuring The Willie Brothers, Junior, and Scar)
 * O'Malley and the Alley Cats vs Cruella DeVille (Featuring Edgar, Duchess, Duchess' Kittens, and Jasper and Horace Badun)
 * Hercules vs Yzma and her animals (Featuring Kronk, The Black Bear, Sabor, The Hammerhead Shark, The Wolf, Ronno, Pegasus, and Phil)
 * Mulan and Beast vs Forte (Featuring Mushu, Cri-Kee, and Quasimodo)

Round 6:

 * Kenai, Koda, and Bambi vs The Black Bear (Featuring Rutt and Tuke and Faline)
 * Maggie, Grace, and Mrs. Calloway vs Zira (Featuring Scar, Alameda Slim, Zira's Lions, Nuka, and Vitani)
 * Peter Pan vs the Queen of Hearts, Captain Hook, and Prince John (Featuring Sir Hiss, Tinker Bell, Captain Phoebus, Pinocchio, the Lost Boys, the Card Soldiers, Prince John's Army, Hook's pirates, and Alice)
 * Phoebus vs Shan Yu (Featuring Frollo, Hayabusa, and Esmeralda)
 * Robin Hood vs Pete (Featuring Little John, The Sheriff of Nottingham, The Beagle Boys, The Nottingham Villagers, John's army, and Friar Tuck)
 * Zeus vs Erik Hellstrom (Featuring Hermes, Ymir, the Chaos Lord of Ice, the Wolf, the Crows, Hades, The Olympian Gods, and Surt, the Chaos Lord of Fire)
 * Pongo and Perdita vs Edgar (Featuring Danny and Napoleon and Lafayette)
 * Stitch and the League of Gentlemice vs Ratigan (Featuring Fidget, Ratigan's Thugs, Basil, Dumbo, Timothy, Jake, Lilo Pelekai, Fidget, Bernard, Bianca, Roquefort, Jaq, and Gus)
 * Simba vs Shere Khan (Featuring Tarzan)

Round 7:

 * Hercules vs Gaston (Featuring Phil, Pegasus, LeFou, and Megara)
 * Lilo and Stitch vs Warp Darkmatter and Zurg (Featuring the Hornets)
 * Prince Naveen vs Madame Medusa (Featuring Mr. Snoops, Tiana, Louis, Ray, and Brutus and Nero)
 * Merlin vs Hades and Jafar (Featuring Archimedes, Genie, Arthur, and Ariel)
 * Beast vs Clayton (Featuring McLeach, Mulan, Quasimodo, Mushu, Ratcliffe, Ratcliffe's soldiers, and Cri-Kee)
 * Aladdin vs The Sheriff of Nottingham (Featuring Esmeralda, Djalli, Abu, and Prince John's guards)
 * Kuzco and Pacha vs Shenzi, Banzai, and Ed (Featuring Scar and the Hyenas)
 * Pooh and Friends vs Brer Fox and Brer Bear (Featuring Prince John, Pete, Tigger, Rabbit, Piglet, and Eeyore)

Round 8:

 * The Mad Hatter, The March Hare, and Mr. Toad vs. Frollo (Featuring Prince John, Shan Yu, the Queen of Hearts, Captain Hook, and Frollo's Soldiers)
 * Tarzan and Mowgli vs. Zira and Clayton (Featuring Ratcliffe, McLeach, Yzma, Simba, Jane, Baloo, Kala, Bagheera, Tantor, and Terk)
 * Sarah Hawkins vs. Captain Hook (Featuring Hook's pirates, and Smee)
 * Peter and Jim vs. Abis Mal (Featuring Tinker Bell, Morph, and Abis Mal's bandits)
 * Sir Ector and Sir Kay vs. Prince John and Pete (Featuring John's soldiers and The Scullery Maid)
 * The Disney Dogs vs. The Forces of Cruella (Part 1) (Featuring Madam Medusa, Brutus and Nero, Snoops, Cruella de Ville, Horace and Jasper, Edgar, Pongo, Perdita, Dodger, Oliver, Tito, Francis, Einstein, Rita, Tramp, Lady, The 99 Puppies, Pluto, Sergeant Tibbs, Thomas O'Malley, Duchess, Duchess' kittens, Colonel, and Fagin)
 * The King and The Grand Duke vs. Queen of Hearts and Shan Yu (Featuring the Queen's card soldiers, and The King's Guards)
 * The Circus Show (Featuring Stromboli, Pinnochio, Lampwick, Wendy Darling, John Darling, Michael Darling, the Lost Boys, Sarousch, Foulfellow and Gideon, Brer Rabbit, Pink Elephants, The Crows, The Evil Clowns, and Jiminy Cricket)
 * The League of Extraordinary Gentlemice vs Lucifer (Re-Match) (Featuring Basil, Jaq, Bernard, Bianca, Dawson, Felicia, Timothy, Dumbo, Pom-Pom, The Dog, Roquefort, Jake, Gus, Toby, and Lady Tremaine)
 * The Disney Dogs vs. The Forces of Cruella (Part 2) (Featuring Cruella, Horace and Jasper, Madam Medusa, Edgar, Napoleon and Lafayette, Tito, Fagin, Dodger, Oliver, Francis, Einstein, Rita, and the 99 Puppies)
 * The Seven Dwarfs vs. The Horned King (Featuring the King's barbarians, Gwythaints, Creeper, Mushu, Beast, and Cri-Kee)
 * Clopin vs. Amos Slade
 * Forces of Aladdin and Hercules vs. The Forces of The Evil Queen (Featuring Pooh, Piglet, Eyore, Tigger, Roo, Aladdin, Abu, the Flying Carpet, Rabbit, Hercules, Pegasus, Little John, Skippy, Phil, Doctor Facilier, Ichabod Crane, Goofy, Esmeralda, Ratty, Moley, Lawrence, Phoebus, Donald Duck, Queen Grimhilde, the Nottingham villagers, Shan Yu, the Huns, Hayabusa, Lady Kluck, Maid Marian, the T-Rex, and Megara)

Round 9:

 * Denahi vs. Shere Khan (Featuring Scar, Kaa, and Atka)
 * Bambi and Tod vs. Alameda Slim and Amos Slade (Featuring Copper, Chief, and Junior)
 * Robin Hood and Taran vs. Sa'Luk (Featuring Eilonwy, Gurgi, and Fflewddur Fflam)
 * John Smith and Pocahontas vs. Captain Hook (Featuring Ratcliffe, Mr. Smee, Hook's crew, Flit, and Meeko)
 * Escape From the Horned King's Castle (Featuring Taran, Eilonwy, Roquefort, Jaq, Gus, Robin Hood, Kida, Sykes, Roscoe and Desoto, Lady Tremaine, Morgana, Bianca, Ursula, the Horned King, Timothy, Fflewddur Fflam, the Horned King's barbarians, Sa'Luk, Creeper, Dumbo, Drizella Tremaine, Anastasia Tremaine, Orville, Bernard, and Jake)
 * Maurice vs. The Headless Horseman (Featuring Philippe, Black Forest Wolves, and Maleficent)
 * Prince Eric vs. Marina Del Ray and Monstro (Featuring Ursula)
 * Peter Pan's Crew vs. Friends on the Other Side (Featuring Doctor Facilier, the Shadow Demons, Peter Pan, the Shadow of Peter Pan, Tinker Bell, Alice, Facilier's Shadow, and Jim Hawkins)
 * The Forces of Buzz Lightyear vs. Hamsterviel and Ratigan (Featuring Emperor Zurg, Buzz Lightyear, Booster, Mira Nova, XR, the Hornets, BEN, Captain Amelia, Doctor Doppler, Doctor Jumba, and Pleakly)
 * Donald and Goofy vs. Pain, Panic, Nessus, and Hydra (Featuring Hades, Hercules, and Mickey Mouse)
 * Tiana, Naveem, Kuzco and Pacha vs. The Witches of Morva (Featuring Louis and Ray)

Round 10:

 * Figaro & Cleo vs. Si and Am (Featuring Oliver, Dodger, Tito, Francis, Einstein, Rita, Lady, and Pluto)
 * Mickey Mouse vs. Ratigan (Featuring The Magic Mirror, Queen Grimhilde, Shan Yu, Hayabusa, Donald Duck, Goofy, Doctor Facilier, Pluto, and the T-Rex)
 * The Castle Inhabitants vs. Abis Mal (Featuring Victor, Hugo, Laverne, Sultan, Lumiere, Cogsworth, Mrs. Potts, The Wardrobe, Chef Bouche and Abis Mal's Bandits)
 * Jasmine & Shang vs. Madam Mim & Willie The Giant (Featuring The Royal Guards, Razoul, Yao, Ling, and Chien-Po)
 * The Battle Under The Sea (Featuring Ursula, Flotsam, Jetsam, Ariel, Arthur, Marina Del Ray, Genie, Sebastian, Flounder, Glut, Leviathan, Milo, Scuttle, Kida, Prince Eric, Joshua Sweet, Audrey Ramirez, Vinny Santorini, Jebidiah "Cookie" Farnsworth, Wilhelmina Packard, and Gaetan "Mole" Moliére)
 * The Spring Sprite vs. Hades (Featuring Pain and Panic)
 * Stitch vs. McLeach (Featuring Governor Ratcliffe, Joanna, and The Lionesses)
 * Pooh & Friends vs. Dr. Facilier (Featuring Rabbit, Tigger, Eeyore, Piglet, Christopher Robin, the Friends on the Other Side, the Shadow Demons, Facilier's Shadow, Roo, and Jasmine)
 * Aladdin vs. Prince John (Featuring Pete, the Sheriff of Nottingham, Sir Hiss, the Beagle Boys, the Magic Carpet, Abu, John's soldiers, and Pete's weasels)
 * Hercules vs. Jafar (Featuring Megara, Phil, Pegasus, and Iago)
 * The Forces Of Bambi vs. The Forces Of Cruella (Featuring the Forest Animals, Horace, Jasper, Madame Medusa, Brutus, Nero, Buck, Tod, Kenai, Clayton's Men, Maggie, Grace, Mrs. Calloway, the Black Forest Wolves, Faline, Clayton, Lucky Jack, Koda, Snoops, and Vixie)
 * Intense Cutscene (Featuring Hades, the Spring Sprite, The Firebird, Pain, Panic, Rutt, Tuke, the Forest Animals, Koda, Kenai, Cruella de Ville, Horace, Jasper, Madame Medusa, Buck, Tod, Vixie, Clayton, Clayton's men, Maggie, Grace, Mrs. Calloway, the Great Prince of the Forest, Lucky Jack, and Bambi)

Round 11:

 * Tarzan vs. Rourke (Featuring King Louie, The Bandar-log, Rourke's mercenaries, Helga, Jane Porter, and Tantor)
 * Timon & Pumbaa vs. Sabor (Featuring Shere Khan, Scar, Zira, and Kaa)
 * Peter vs. Lumpjaw vs. The Cheshire Cat (Featuring Honest John, Gideon, Stromboli, Bongo, Ivan, Sonia, and Sasha)
 * Pinocchio & Skippy vs. Jack-In-The-Box (Featuring the Coachman, Sarousch, Jiminy Cricket, Sis, Toby, and Tagalong)
 * The Forces Of Beast vs. The Forces Of Frollo (Featuring the Queen of Hearts, Captain Hook, Gaston, LeFou, Amos Slade, the Seven Dwarfs, Quasimodo, Mulan, Hook's pirates, Mushu, Mr. Smee, Cri-Kee, Frollo's soldiers, the Forest Animals, and Maleficent)
 * Panchito Pistoles, José Carioca, and Pecos Bill vs. Alameda Slim's Posse (Featuring McLeach, Rico, the Willie Brothers, Mr. Wesley, Junior, Joanna, Maggie, Grace, Mrs. Calloway, Lucky Jack, and Widowmaker)
 * Forces of Hercules vs. Forces of the Horned King and Evil Queen (Part 1) (Featuring Creeper, the Gwythaints, Ichabod Crane, Robin Hood, Goofy, Friar Tuck, the Nottingham Villagers, Yao, Ling, Chien-Po, Ratty, Moley, Pongo, Cauldron Born, Jasmine, Pluto, Skippy, Sis, Tagalong, Fagin, Bernard, Bianca, Lady Tremaine, Lucifer, Madame Medusa, Basil, Bill Sykes, Tramp, Cruella de Ville, Shan Yu, Hayabusa, Phoebus, the Horned King's barbarians, Taran, Professor Ratigan, O'Malley, Duchess, Edgar, Oliver, Dodger, Rita, Jake, Duchess' kittens, the Alley Cats, Lady, the 99 puppies, Roscoe, Desoto, Dumbo, Timothy Q. Mouse, Figaro, Gus, Jaq, and Roquefort)
 * Simba and Nala vs. Ratcliffe (Featuring Zazu, Percy and Ratcliffe's colonists)
 * Team Human Again vs. Yzma and the Witches of Morva (Featuring Louis, Ray, Pacha, Kuzco, Naveen, Tiana, the Inca guardsmen, and Merlin)
 * Forces of Hercules vs. Forces of The Horned King and Evil Queen (Part 2) (Featuring the Cauldron Born, Lady Tremaine, Drizella, Morgana, Shan Yu, Hayabusa, Taran, Jasmine, Winnie the Pooh, Tigger, Eeyore, Rabbit, Piglet, Doctor Facilier, the Gwythaints, the Nottingham Villagers, Robin Hood, Madame Medusa, Moley, Yao, Ling, Chien-Po, Mickey Mouse, Donald Duck, Goofy, the Horned King's barbarians, Ratty, Esmeralda, Phoebus, Cloak, Dagger, Anastasia, Djali, Lady Kluck, Creeper, Phil, the Hun warriors, Maid Marian, Little John, Bill Sykes, Megara, and Pegasus)
 * Kerchak vs. Scar's Forces (Featuring Shere Khan, Zira, Kaa, Shenzi, Banzai, Ed, Timon, Mowgli, the Hyenas, Pumbaa, and Zira's lionesses)

Round 12:

 * Beast vs Humbert the Huntsman (Featuring Doctor Facilier, Belle, Facilier's Shadow, The Vultures, the Seven Dwarfs, Quasimodo, Mulan, The Vultures, the Shadow Demons, Mushu, and the Forest Animals)
 * Pocahontas and John Smith vs Denahi (Featuring Kenai, Koda, Mrs. Calloway, Maggie, Grace, Flit, and Meeko)
 * Buzz Lightyear vs Rourke (Featuring Rourke's mercenaries, Mira Nova, Booster, XR, and Helga)
 * The Forces of Peter Pan vs the Forces of Zurg (Featuring Morph, John Silver, Silver's pirates, Warp Darkmatter, Jim Hawkins, Alice, Gantu, Tinker Bell, and Scroop)
 * Hercules vs Willie the Giant (Featuring Jafar, Iago, Pain, Panic, Maleficent, Hades, Phil, Phoebus, Robin Hood, Maid Marian, Winnie the Pooh, Rabbit, Eeyore, Tigger, Piglet, Megara, Lady Kluck, Esmeralda, Pegasus, Jasmine, Yao, Ling, and Chien-Po)
 * The Forces of Beast vs Dr. Facilier (Featuring Belle, the Vultures, the Seven Dwarfs, Quasimodo, Mulan, the Shadow Demons, Mushu, the Friends on the Other Side, Cri-Kee, Lumiere, Cogsworth, Mrs. Potts, Victor, Hugo, and Laverne)
 * Simba vs Tarzan (Hero Battle) (Featuring Kaa, Mowgli, Timon, Pumbaa, Baghera, Simba's lionesses, Baloo, Shenzi, Banzai, Ed, Jane Porter, Professor Porter, Tantor, Rafiki, Terk, Kala, and Nala)
 * Breakout of Prince John's Castle (Featuring Aladdin, Abu, Jasmine, Hercules, Pegasus, Phil, Mickey, Donald, Goofy, Pluto, Robin Hood, Little John, Maid Marian, Lady Kluck, Mr. Toad, Ratty, Moley, Phoebus, Esmeralda, Clopin, Taran, Eilonwy, Gurgi, Pooh, Piglet, Tigger, Rabbit, Eeyore, Roo, Yao, Ling, Chin-Po, Mad Hatter, March Hare, The King, The Grand Duke, Sir Ector, Sir Kay, Sarah Hawkins, Willie the Giant, Prince John, Sir Hiss, The Sheriff of Nottingham, Prince John's Army, Pete, The Beagle Boys, Queen of Hearts, and The Card Soldiers, Pete's weasels, the Nottingham villagers, and The King of Hearts)
 * Escape From the Forbidden Mountains (Featuring Merlin, Flora, Fauna, Merryweather, Prince Phillip, Tiana, Naveen, Louis, Ray, Kuzco, Pacha, Cinderella, Maurice, Maleficent, Yzma, Odin, Madam Mim, The Witches of Morva, The Headless Horseman, the Inca guardsmen, Diablo, Maleficent's goons, Aurora, and Snow White)
 * Battle of the Circus (Featuring Lilo, Stitch, the Crows, Fagin, the 99 Puppies, Pongo, Perdita, Oliver, Dodger, Tito, Francis, Einstein, Rita, Lady, Tramp, The Alley Cats, O'Malley, Duchess, Duchess' kittens, Basil, Dawson, Bernard, Bianca, Roquefort, Jake, Orville, Jaq, Gus, Timothy, Dumbo, Figaro, Cleo, Peter, Sasha, Sonia, Ivan, Lost Boys, Wendy, John, Michael, Penny, Cody, Brer Rabbit, Bongo, Stromboli, Foulfellow, Gideon, The Coachman, Jack in the Box, Lumpjaw, Pink Elephants, Heffalumps and Woozles, the Clowns, the Elephants, Sarousch, Mrs. Jumbo, Jenny Foxworth, Frollo's soldiers, and Fagin)
 * Siege on the Evil Queen's Castle (Featuring Quasimodo, Mulan, Mushu, Beast, Belle, Lumiere, Cogsworth, Mrs. Potts, Hugo, Victor, Laverne, the Seven Dwarfs, Shan Yu, Lady Tremaine, Anastasia, Drizella, Ratigan, the Forest Animals, and the Horned King's barbarians)

Round 13:

 * Prologue (featuring Hercules, Megara, Merlin, Donald Duck, Mickey Mouse, Sarah Hawkins, Phil, Aladdin, Abu, Goofy, Jasmine, Frollo, Esmeralda, Djali, Captain Li Shang, Mr. Toad, Ratty, Moley, Frollo's guardsmen, Stitch, Jim Hawkins, Long John Silver, Morph, Peter Pan, Lilo, Tinker Bell, Alice, the Lost Boys, Skippy, the Nottingham Villagers, Robin Hood, Gurgi, Taran, Captain Phoebus, Tigger, Winnie the Pooh, Roo, Eeyore, Piglet, Rabbit, the Horned King, the Cauldron-Born, the Gwythaints, Madame Medusa, Clayton, Clayton's hunters, Queen Grimhilde, Emperor Zurg, Doctor Hamsterviel, Gantu, Warp Darkmatter, Scroop, Pluto, Perdita, Bernard, Bianca, Mrs. Jumbo, Timothy, Dumbo, Lady, Basil, Doctor Dawson, the Alley Cats, Dodger, Tito, Pegasus, the Flying Carpet, Wendy, John, and Michael)
 * Battle of Grimhilde's Castle (Part 1) (featuring Aladdin, Jasmine, Captain Phoebus, the Horned King's barbarians, Sultan [Beauty and the Beast], Cogsworth, Lumiere, Mrs. Potts, the Hun warriors, Mickey Mouse, Yao, Ling, Chien-Po, Quasimodo, Victor, Hugo, Laverne, Mulan, the Seven Dwarfs, the Forest Animals, the Beast, Pecos Bill, Widowmaker, Panchito Pistoles, Morgana, Cruella de Ville, Sir Ector, Skippy, the Nottingham Villagers, Horace, Jasper, Sir Kay, Robin Hood, Little John, Lady Kluck, the Chinese army, the Horned King, Creeper, the Grand Duke, Frollo's guardsmen, Taran, Frollo, Cloak, Dagger, Mr. Toad, the Flying Carpet, Ratty, Moley, Abu, the March Hare, Donald Duck, Goofy, Pongo, Perdita, Basil, Bernard, Bianca, Jake, Maid Marian, the Vultures [Jungle Book], Sarah Hawkins, Phil, Eilonwy, Oliver, Jose Carioca, Jaq, Gus, Thomas O'Mally, Timothy, Esmeralda, Francis, Einstein, Tito, the Mad Hatter, and Queen Grimhilde)
 * Battle of Planet Z (featuring Buzz Lightyear, Dr. Jumba, Pleakly, Dr. Doppler, Captain Amelia, BEN, Rourke, Mira Nova, XR, Booster, Emperor Zurg, Dr. Hamsterviel, Gantu, Scroop, Warp Darkmatter, the Hornets: (Regular-Hornets, Big-Hornets, Hyper-Hornet), Peter Pan, Milo, Stitch, Lilo, John, the Lost Boys, Vinny, Alice, Tinker Bell, Jim Hawkins, Morph, Long John Silver, Moliere, Audrey, Wilhelmina, and Jebidiah)
 * Prologue (Featuring Queen Grimhilde, Queen Grimhilde's Raven, Gantu, Warp Darkmatter, Jim Hawkins, the Grand Councilwoman, Buzz Lightyear, Long John Silver, Morph, Stitch, Lilo, Peter Pan, Alice, Booster, Mira Nova, Milo, Kida, Pinocchio, Geppetto, Jiminy Cricket, Aurora, Prince Philip, Cinderella, Arthur, Kuzco, Mama Odie, Merlin, Ray, Snow White, Maurice, Tiana, Naveen, Louis, Rafiki, Pacha, Archimedes, Kaa, Shenzi, Banzai, Ed, Shere Khan, Scar, Jafar, Iago, Ursula, Governor Ratcliffe, Rourke, the Queen of Hearts, Captain Hook, Pete, Pocahontas, John Smith, Grandmother Willow, Clayton, Madame Medusa, Dr. Jumba, Pleakly, Captain Amelia, Wendy, John, Michael, and the Lost Boys)
 * Battle for the Native Land (The Ships Part 1) (Featuring Flora, Fauna, Merryweather, Archimedes, Captain Hook, Jafar, Iago, Governor Ratcliffe, Ratcliffe's colonists, Prince Charming, Mr. Smee, Hook's pirates, Ariel, Flounder, the Genie, Pete, Merlin, Sebastian, Scuttle, Prince Eric, Prince Philip, Ursula, Jim Hawkins, Long John Silver, Tick-Tock the Crocodile, Peter Pan, and Clayton)
 * Battle for the Native Land (The Shore) (Featuring Pocahontas, Rourke, the Queen of Hearts, the Card Soldiers, John Smith, Kuzco, Pacha, the King of Hearts, Louis, Ray, Tiana, Naveen, Prince Eric, Marina del Ray, Mama Odie, Rafiki, Meeko, Flit, Lilo, and Stitch)
 * Battle for the Native Land (The Ships Part 2) (Featuring Ursula, Jafar, Iago, Prince Philip, Razoul, the Agrabah guardsmen, Prince Charming, Long John Silver, Flora, Fauna, Merryweather, Merlin, Jim Hawkins, Morph, Peter Pan, Scuttle, Ariel, the Genie, Milo, Prince Eric, Monstro, Archimedes, Buzz Lightyear, Captain Amelia, Dr. Doppler, Stitch, Booster, Dr. Jumba, Mira Nova, Alice, Sebastian, Pinocchio, Geppetto, Pocahontas, Naveen, Tiana, Mama Odie, and Kuzco)
 * Interlude (Featuring Flora, Fauna, Merryweather, Pocahontas, Peter Pan, Cinderella, Prince Charming, Maurice, Pinocchio, Aurora, Arthur, Pacha, Merlin, Ariel, Tiana, Jiminy Cricket, Jim Hawkins, Morph, Archimedes, John Smith, Louis, Kuzco, Madame Medusa, Clayton, and Iago)
 * Battle of Grimhilde's Castle (Part 2) (Featuring Frollo, Creeper, Shan Yu, Bill Sykes, Lady Tremaine, Edgar, Roscoe, Desoto, Aladdin, Abu, Captain Li Shang, Little John, the March Hare, Sir Ector, the Cauldron Born, Mr. Toad, Ratty, Moley, Victor, Hugo, Laverne, Mickey Mouse, Donald Duck, Goofy, Captain Phoebus, the Horned King, Sultan [Beauty and the Beast], Cogsworth, Lumiere, Clopin, Pecos Bill, Yao, Ling, Chien-Po, Taran, Jaq, Gus, Timothy, Dumbo, Roquefort, Bianca, Bernard, Jake, Basil, Pongo, Perdita, Eilonwy, Fflewddur Fflam, Gurgi, Esmeralda, Thomas O'Malley, Lucifer, Mulan, Cri-Kee, Duchess' Kittens, Figaro, the Alley Cats, Oliver, Tramp, Drizella, Mushu, Quasimodo, Anastasia, the Seven Dwarfs, Jasmine, Pluto, Minnie Mouse, Daisy Duck, the Gwythaints, Robin Hood, Lady, Professor Ratigan, Tito, Rita, Einstein, Francis, Dodger, Mrs. Jumbo, The Rat (Lady and the Tramp), The Rats (The Little Mermaid), The Rats (Fantasia 2000), The Rats (The Black Cauldron), the Beast, Jose Carioca, Maid Marian, Lady Kluck, the King, the Grand Duke, the Mad Hatter, Panchito Pistoles, Orville, Belle, Grimhilde's Raven, Queen Grimhilde, the Flying Carpet, and the Forest Animals)
 * Interlude (Featuring Jafar, Iago, Maleficent, Diablo, Yzma, Kronk, Madame Mim, Ursula, Shere Khan, Scar, Ed, the Genie, Flotsam, and Jetsam)
 * Prologue (Featuring McLeach, Alameda Slim, Joanna, Gaston, Scar, Chief, Shere Khan, Amos Slade, Mr. Wesley, Rico, Copper, the Willie Brothers, the Forest Animals, Shenzi, Banzai, Ed, the Firebird, Vitani, Nuka, Merlin, Maurice, Cinderella, Jim Hawkins, Mama Odie, Tiana, Naveen, Jiminy Cricket, Peter Pan, Aurora, Rafiki, Flora, Fauna, Merryweather, Ariel, Razoul, Pinocchio, Geppetto, Prince Philip, Archimedes, Long John Silver, John Smith, Pocahontas, Kuzco, Pacha, Arthur, Sebastian, Flounder, Winnie the Pooh, Piglet, Eeyore, Tigger, Rabbit, Bongo, Brer Rabbit, Peter, Ivan, Sonia, Sasha, the Cheshire Cat, Roo, Mickey Mouse, Minnie Mouse, Donald Duck, Daisy Duck, Captain Amelia, Jebediah, Wilhelmina, Joshua, Vinny, Morph, BEN, Lilo, Stitch, Dr. Doppler, Marahute, Cody, Milo, Kida, Dr. Jumba, Pleakley, Penny, Jenny Foxworth, Alice, Mira Nova, XR, Booster, Buzz Lightyear, and The Blue Fairy)
 * Hercules vs. Eric Hellstrom (Featuring Hades, Pegasus, Surt, Ymir, Odin's Crows, Zeus, Odin's Wolf, the Olympian Gods, Hermes, Megara, and the Fates)
 * THE BATTLE FOR THE FORCES OF NATURE
 * Part 1: The Chase (Featuring McLeach, Joanna, Kenai, Koda, Gaston, Alameda Slim, Junior, Amos Slade, Tod, Maggie, Grace, Mrs. Calloway, Bambi, Lucky Jack, Rutt, Tuke, Rico, the Hunting Dogs, Copper, Buck, Vitani, and Nuka)
 * Part 2: Tarzan vs. The Hyenas (Featuring Baloo, Simba, Bagheera, Mowgli, Kala, Zazu, the Lionesses, Timon, Pumbaa, Shenzi, Banzai, Ed, Tantor, Terk, Jane Porter, and Professor Porter)
 * Part 3: The Ambush (Featuring Bambi, Alameda Slim, Vitani, Nuka, Maggie, Grace, Mrs. Calloway, Zira, and Zira's lionesses)
 * Part 4: Copper Attacks (Featuring Peter, Bongo, Tod, Copper, Brer Rabbit, Vixey, Koda, Sasha, Rico, Ivan, Kenai, Sonia, Lumpjaw, and Clayton)
 * Part 5: Protect the Spring Sprite (Featuring Rafiki, Grandmother Willow, Mama Odie, the Spring Sprite, Shenzi, Banzai, Ed, Shere Khan, Scar, the Firebird, and the Hyenas)
 * Part 6: Bambi vs. Gaston (REMATCH) (Featuring Copper, Amos Slade, Bambi's Mother, the Hunting Dogs, and the Great Prince of the Forest)
 * Part 7: Reunion (Featuring Pocahontas, Clayton, Kenai, Koda, John Smith, Denahi, the Spring Sprite, Meeko, and Flit)
 * Part 8: Defend the King (Featuring Tigger, Rabbit, Roo, Rutt, Tuke, Buck, the Spring Sprite, McLeach, Rico, Mr. Wesley, Winnie the Pooh, Piglet, Alameda Slim, Simba, Pacha, Kuzco, the Willie Brothers, Tiana, Naveen, Timon, Pumbaa, Joanna, Louis, the Lionesses, Nala, Eeyore, and Ray)
 * Part 9: Cheshire Cat Returns (Featuring Bambi, the Cheshire Cat, and the Great Prince of the Forest)
 * Part 10: The Heroes Converge (Featuring Piglet, Winnie the Pooh, Tigger, Rabbit, Rutt, Tuke, the Hunting Dogs, Ivan, Lumpjaw, Brer Rabbit, Grace, Zira, Faline, Tod, Bongo, Kenai, Lucky Jack, Buck, Maggie, Koda, Flit, John Smith, Amos Slade, the Spring Sprite, Pocahontas, Peter, Bambi, Mrs. Calloway, Nuka, Vixey, Vitani, and Eeyore)
 * Part 11: The Firebird Arrives (Featuring Merlin, Tiana, Kuzco, the Hyenas, Shere Khan, Pacha, Scar, Kaa, Naveen, Shenzi, Banzai, Ed, Tarzan, Maggie, Grace, Mrs. Calloway, Peter, Sasha, Winnie the Pooh, Rabbit, Piglet, Mowgli, Simba, the Lionesses, Professor Porter, Terk, Tantor, Brer Rabbit, Rafiki, Mama Odie, Bambi, Denahi, Kenai, Buck, Tod, John Smith, the Firebird, Meeko, Bongo, Baloo, Eeyore, Roo, Tigger, Archimedes, Pocahontas, Vixey, the Great Prince of the Forest, Amos Slade, the Spring Sprite, Copper, Mickey Mouse, Daisy Duck, Donald Duck, Goofy, and Minnie Mouse)
 * Part 12: Simba and Tarzan vs. Scar and Shere Khan (Featuring Shenzi, Banzai, Ed, the Hyenas, and Jane Porter)
 * Emotional Cutscene (Featuring Tigger, Roo, Winnie the Pooh, Rabbit, Eeyore, Bambi, Faline, Bongo, Tod, the Cheshire Cat, Maggie, Kenai, Koda, Naveen, Tiana, Mrs. Calloway, Kuzco, Louis, Brer Rabbit, Ray, Meeko, Copper, Peter, Ivan, Sasha, Pacha, Timon, Pumbaa, Simba, Jane Porter, Tarzan, Pocahontas, Bagheera, Terk, Professor Porter, Mowgli, Amos Slade, the Spring Sprite, Denahi, Nala, and Merlin)
 * Epilogue (Featuring McLeach, Joanna, Monstro, Ratcliffe, Zira, Kovu, Madame Medusa, Pete, Clayton, Queen Grimhilde, Grimhilde's Raven, the Vultures [Snow White], Jafar, the Genie, the Fates, Megara, Phil, Quasimodo, Captain Li Shang, Hercules, Pegasus, the Beast, Basil, Pongo, Skippy, Taran, and Aladdin)

Round 14:

 * Prologue (Featuring Maleficent, Maleficent's Goons, Hades, Diablo, Jafar, Madame Mim, the Genie, Iago, the Sultan, Ursula, Flotsam, Jetsam, Pete, Madame Medusa, Mr. Winkie, Stromboli, Brutus, Nero, Shere Khan, Kaa, Shenzi, Banzai, Ed, Merlin, Aladdin, Phil, Meg, Archimedes, Aurora, the March Hare, the Mad Hatter, Pecos Bill, Mr. Toad, Jiminy Cricket, Pinocchio, Gurgi, Flora, Fauna, Merryweather, Eilonwy, Taran, Prince Philip, Robin Hood, Maid Marian, Jose Carioca, Panchito Pistoles, the Nottingham Villagers, Belle, Maurice, the King, Prince Charming, Geppetto, Sir Kay, Sir Ector, Razoul, Skippy, Cinderella, Arthur, the Fairy Godmother, Little John, Clopin, Moley, Ratty, Grimhilde's Raven, Snow White, Scuttle, Sebastian, Ariel, Flounder, King Triton, Donald Duck, Mickey Mouse, Goofy, Winnie the Pooh, Bongo, Duchess, Duchess' Kittens, Tigger, Roo, Rabbit, Eeyore, Figaro, Ivan, Einstein, Lady, Pongo, Perdita, Tramp, Sasha, Peter, Francis, Pluto, Tito, Brer Rabbit, Dodger, Sonia, Thomas O'Malley, Rita, Oliver, the 99 Puppies, Piglet, Abu, Basil, Mushu, Jaq, Gus, Roquefort, Jasmine, the Seven Dwarfs, Dumbo, Timothy, the Agrabah guardsmen, Victor, Hugo, Laverne, Mulan, Captain Li Shang, Cogsworth, Lumiere, Quasimodo, Bianca, Bernard, the Beast, Jake, Phoebus, Esmeralda, Simba, the Spring Sprite, Louis, Timon, Pumbaa, Buck, Tarzan, Rafiki, Mowgli, Baloo, Bagheera, Naveen, Tiana, Grandmother Willow, Maggie, Grace, Mrs. Calloway, Rutt, Tuke, Nala, Faline, Bambi, Tod, Tantor, Terk, Mama Odie, Meeko, Pocahontas, Flit, Kenai, Koda, Lucky Jack, Denahi, the Elk, Pacha, Kuzco, John Smith, the Great Prince of the Forest, Lilo, Stitch, Wendy, Jim Hawkins, Prince Eric, Tinker Bell, Peter Pan, Morph, Long John Silver, John, Captain Amelia, Milo, XR, Penny, Buzz Lightyear, Jenny Foxworth, Kida, Dr. Doppler, the Lost Boys, Cody, Pleakley, BEN, Dr. Jumba, Mira Nova, Booster, Alice, Audrey, Joshua, Michael, Zeus, the Blue Fairy, Yen Sid, Hermes, Chernabog, the Black Triangles, the Cauldron Born, and the Prosecutor Cat)
 * Mickey, Donald, and Goofy vs. Pete's Alliance (Featuring Madame Medusa, Mr. Winkie, and Stromboli)
 * The Battle for Agrabah (Featuring Yao, Ling, Chien-Po, Captain Li Shang, Jafar, Iago, Basil, Phoebus, the Chinese army, Quasimodo, Lumiere, the Genie, Dumbo, the Beast, Aladdin, Mulan, Bernard, Jake, Bianca, the Seven Dwarfs, Belle, Mrs. Potts, Chip, Cogsworth, Gus, Jaq, Madame Mim, Rajah, Razoul, the Agrabah guardsmen, Timothy, Jasmine, Mushu, Victor, Hugo, Laverne, Dr. Dawson, the Backson, the Two-Headed Serpent, the Griffin, the Minotaur, the Lizard Monster, Abu, the Forest Animals, Roquefort, Orville, the Rock Titan, the Flying Carpet, Esmeralda, and the Sultan)
 * Prologue (2) (Featuring Ursula, Flotsam, Jetsam, Ariel, Buzz Lightyear, Tinker Bell, Jim Hawkins, Lilo, Peter Pan, Prince Eric, Alice, Stitch, Milo, Kida, Long John Silver, Simba, Tod, Vixey, Jane Porter, Tarzan, the Spring Sprite, Bambi, Mowgli, Kenai, Maggie, Grace, Mrs. Calloway, Tiana, Denahi, Kuzco, John Smith, Pocahontas, Timon, Pumbaa, and Nala)
 * The Titans Attack! (Featuring Winnie the Pooh, Merlin, Taran, Robin Hood, Prince Philip, Piglet, Sir Ector, Sir Kay, Little John, Friar Tuck, Fagin, Tramp, Lady, Gurgi, Prince Charming, Rabbit, Flora, Fauna, Merryweather, Clopin, Pecos Bill, Widowmaker, Aurora, the Titans, the Wind Titan, Bongo, Pongo, Cinderella, Fflewddur Fflam, Eilonwy, the Mad Hatter, the March Hare, the Ice Titan, Jiminy Cricket, Peter, Ivan, Eeyore, Tigger, Dodger, Oliver, Rita, Einstein, Francis, Tito, Maid Marian, Pinocchio, Arthur, the Cyclops, Mr. Toad, Maurice, the Grand Duke, Duchess, Duchess' kittens, Thomas O'Malley, the 99 puppies, Perdita, Archimedes, Roo, Pluto, Sasha, Willie the Giant, Panchito Pistoles, the King, Jose Carioca, Brer Rabbit, Skippy, Sergeant Tibbs, the Fairy Godmother, and Dodger)
 * The Battle for the Sea (Featuring Ariel, Prince Eric, Cody, Mira Nova, Booster, XR, Long John Silver, Ursula, Jim Hawkins, Jenny Foxworth, Tinker Bell, Peter Pan, the Lost Boys, Buzz Lightyear, Captain Amelia, Audrey, Moliere, Vinny, Milo, Kida, Flotsam, Jetsam, Sebastian, Flounder, Lilo, Stitch, Penny, Alice, Dr. Doppler, John, Michael, Dr. Jumba, Monstro, Pleakley, Morph, BEN, and Wendy)
 * Interlude (Featuring Aladdin, the Magic Carpet, Bernard, Bianca, Jake, Basil, Captain Li Shang, the Chinese army, the Beast, Arthur, Quasimodo, Captain Phoebus, Phil, Merlin, Jose Carioca, the Sultan, Pluto, Minnie Mouse, Daisy Duck, the Fairy Godmother, Timothy, the Seven Dwarfs, Robin Hood, Mrs. Jumbo, Dumbo, Sarah Hawkins, Prince Philip, Jasmine, Panchito Pistoles, Little John, Pecos Bill, Widowmaker, Hades, Charon, Cruella de Ville, Gaston, Ursula, Pain, and Panic)
 * The Battle for Pride Rock (Featuring Simba, Nala, Timon, Pumbaa, Tarzan, Bagheera, Baloo, the Hyenas, the Spring Sprite, Bambi, Pocahontas, Kenai, Koda, Buck, Zazu, Rutt, Tuke, Mowgli, Denahi, Tod, Vixey, Tiana, Tantor, Terk, Professor Porter, Jane Porter, Shenzi, Banzai, Ed, Lucky Jack, Kaa, Maggie, Grace, Mrs. Calloway, Kuzco, Shere Khan, Naveen, Louis, John Smith, Pacha, the Lava Titan, Meeko, the Great Prince of the Forest, and Chernabog)
 * Prologue (3) (Featuring Mufasa, Sitka, Queen Athena, Ray, the Blue Fairy, King Triton, Hades, Ursula, Cruella de Ville, Gaston, Sa'Luk, McLeach, Shan Yu, Nessus, Cerberus, the Hydra, Pain, Panic, Robin Hood, Little John, Aladdin, Flora, Fauna, Merryweather, Mickey Mouse, Widowmaker, Jose Carioca, Pluto, Goofy, Donald Duck, Abu, Hercules, Prince Philip, Panchito Pistoles, Pecos Bill, Jafar, Iago, the Genie, Maleficent, Diablo, Yzma, Merlin, Archimedes, Arthur, BEN, Jim Hawkins, Bernard, Bianca, Thomas O'Malley, Duchess, Duchess' kittens, Dumbo, Timothy, the Beast, Lilo, Stitch, Buzz Lightyear, Taran, Alice, Mulan, Peter Pan, Pinocchio, Ariel, Sarah Hawkins, Lady, Jane Porter, Tarzan, Naveen, Tiana, Bagheera, Mowgli, Dodger, Francis, Simba, the Spring Sprite, Tod, Vixey, Basil, John Smith, Pocahontas, Kenai, Koda, Quasimodo, Kuzco, Pongo, Perdita, the Fairy Godmother, Bambi, Jiminy Cricket, Maggie, the Seven Dwarfs, Milo, Audrey, Winnie the Pooh, Chernabog, Chernabog's minions)
 * Battle for the Underworld (Featuring Aladdin, Abu, Nessus, Mickey Mouse, Jose Carioca, Panchito Pistoles, Flora, Fauna, Merryweather, Prince Philip, Robin Hood, Cerberus, Goofy, Donald Duck, the Genie, Little John, Pluto, Pain, Panic, the Flying Carpet, Hercules, Hades, Meg, Cruella de Ville, McLeach, Shan Yu, Sa'Luk, Ursula, Flotsam, Jetsam, Gaston, Pecos Bill, the Hydra, Sitka, the Blue Fairy, Ray, Mufasa, Kerchak, Queen Athena, The Head Ancestor, Willie the Whale, and the Fates)
 * Battle of Bald Mountain (Part 1) (Featuring the Vultures [Jungle Book], the Crows, the Seven Dwarfs, Kuzco, Pacha, Duchess, Merlin, Arthur, Phil, Timon, John Smith, Captain Li Shang, Simba, Winnie the Pooh, Piglet, Sebastian, Ariel, Tarzan, Mr. Toad, Jasmine, Daisy Duck, Lumiere, Basil, Dr. Dawson, Cinderella, Buzz Lightyear, Maleficent, Diablo, Lilo, Minnie Mouse, Bianca, Bernard, Quasimodo, Captain Phoebus, the Fairy Godmother, Oliver, Pongo, Gurgi, Buck, Stitch, Taran, Mowgli, Mulan, Cri-Kee, Bambi, Naveen, Tiana, Denahi, Mickey Mouse, Donald Duck, Goofy, Aladdin, Lady, Hercules, the Blue Fairy, Robin Hood, Prince Philip, Willie the Whale, Willie the Giant, Tigger, Jafar, Yzma, Kronk, the Titans, the Wind Titan, the Lava Titan, the Ice Titan, the Rock Titan, the Lionesses, Dodger, Long John Silver, Maleficent's goons, Dumbo, Timothy, Mira Nova, Mushu, Tod, the Chinese army, Little John, Maid Marian, Peter, Bongo, Zeus, Gus, Panchito Pistoles, Jose Carioca, Pegasus, Duchess' kittens, Louis, Jaq, Tramp, Scuttle, the 99 puppies, Sasha, Brer Rabbit, the Genie, Pecos Bill, Widowmaker, Bagheera, Abu, Eilonwy, Pocahontas, Kida, Belle, Baloo, Alice, Pumbaa, Milo, Maggie, Grace, Mrs. Calloway, the Great Prince of the Forest, Skippy, Dr. Doppler, Iago, Eeyore, Roo, Rabbit, the Flying Carpet, Yao, Ling, Chien-Po, King Triton, XR, Booster, Cogsworth, Kenai, Tinker Bell, Peter Pan, Morph, Sir Kay, BEN, Jim Hawkins, the Spring Sprite, Razoul, Moliere, Vinny, and Chernabog)
 * Prologue (4) (Featuring Queen Grimhilde and Pete)
 * Battle of Bald Mountain (Part 2) (Featuring Chernabog's minions, the Cauldron Born, Chernabog, Yzma, Hercules, Pegasus, Taran, Jim Hawkins, Long John Silver, Morph, Kuzco, Pacha, Pinocchio, the Beast, Belle, Cogsworth, Lumiere, Mrs. Potts, Basil, Quasimodo, Esmeralda, Aladdin, Abu, the Flying Carpet, Peter Pan, the Black Triangles, John Smith, Dumbo, Timothy, Kenai, Laverne, Mushu, the Vultures [Jungle Book], Wendy, Tantor, Maleficent, Flounder, Lilo, the Prosecutor Cat, Lady, Pluto, Duchess, Duchess' kittens, Oliver, Mickey Mouse, Prince Eric, Captain Phoebus, Simba, the Seven Dwarfs, the Great Prince of the Forest, Bambi, Lucky Jack, Cody, Roquefort, Phil, Buzz Lightyear, Stitch, Bernard, Donald Duck, Tarzan, Pongo, Sir Ector, Denahi, the Crows, Tod, Rabbit, Tito, Terk, the 99 puppies, Alice, Merlin, Archimedes, Captain Amelia, Pocahontas, Tiana, Naveen, Goofy, Minnie Mouse, Daisy Duck, Booster, XR, Robin Hood, King Triton, Thomas O'Malley, Prince Philip, Mira Nova, Pleakley, Milo, Bagheera, Maid Marian, Lady Kluck, Peter, Willie the Whale, the Blue Fairy, Kerchak, the Mad Hatter, the March Hare, Mufasa, Willie the Giant, Sitka, the Head Ancestor, Queen Athena, Ray, Timon, Ariel, Sebastian, Koda, the Spring Sprite, Tramp, the Colorful Triangles, Winnie the Pooh, Fagin, Dodger, the Lionesses, Mama Odie, Flora, Fauna, Merryweather, Pecos Bill, Widowmaker, Tinker Bell, Captain Li Shang, the Chinese army, Zeus, the Genie, the Fairy Godmother, and Panchito Pistoles)
 * Epilogue (Featuring Queen Grimhilde, Pete, Madam Mim, Yzma, Mickey Mouse, the Blue Fairy, King Triton, Queen Athena, Ariel, Kenai, Sitka, Denahi, Tarzan, Kerchak, the Head Ancestor, Mushu, Tigger, Willie the Giant, Winnie the Pooh, Roo, Eeyore, Piglet, Rabbit, Ray, Willie the Whale, Mufasa, Simba, Tiana, Naveen, the Seven Dwarfs, the Forest Animals, Snow White, Merlin, Grimhilde's Raven, the Prince, the Fairy Godmother, Archimedes, Pegasus, Phil, Hercules, Meg, Mulan, the Beast, Quasimodo, Mama Odie, Belle, Cogsworth, Mrs. Potts, Lumiere, Victor, Hugo, Laverne, Cri-Kee, Mushu, Flounder, Sebastian, the Genie, Prince Eric, Rafiki, Pacha, Kuzco, Owl, Kanga, Christopher Robin, Aladdin, Maggie, Grace, Mrs. Calloway, Amos Slade, Copper, Chief, Pecos Bill, Widowmaker, Buck, Lucky Jack, Oliver, Cody, Marahute, Pongo, Perdita, the 99 puppies, Lady, Jim Dear, Dodger, Duchess, Madame Bonfamille, Anita Radcliffe, Roger Radcliffe, Thomas O'Malley, Duchess' kittens, Pinocchio, Geppetto, Penny, Penny's parents, Colonel, Sergeant Tibbs, Napoleon, Lafayette, Trusty, Tramp, Jock, Fagin, Rita, Einstein, Francis, Tito, Jenny Foxworth, Pocahontas, John Smith, Chief Powhatan, Kida, Milo, Wilhelmina, Joshua, Vinny, Audrey, Meeko, Flit, Baloo, Mowgli, Bagheera, Timon, Pumbaa, Nala, Zazu, Kala, Terk, the Vultures [Jungle Book], Jane Porter, Professor Porter, Tantor, Bongo, the Spring Sprite, the Elk, Tod, Rutt, Tuke, Brer Rabbit, Peter, Ivan, Vixey, Koda, Bambi, the Great Prince of the Forest, Mira Nova, Booster, Buzz Lightyear, XR, Dr. Jumba, Pleakley, Stitch, Lilo, Captain Amelia, Dr. Doppler, BEN, the Grand Councilwoman, Morph, Jim Hawkins, Alice, the Lost Boys, John, Wendy, Michael, Sarah Hawkins, Peter Pan, Tinker Bell, Long John Silver, Basil, Dr. Dawson, Bianca, Bernard, Mrs. Jumbo, Dumbo, Jaq, Gus, Roquefort, Timothy, Jake, the Crows, Orville, Esmeralda, Captain Phoebus, Arthur, Sir Kay, Sir Ector, Sir Pellinore, Yao, Ling, Chien-Po, the Chinese army, Mr. Toad, the March Hare, the Mad Hatter, Ratty, Moley, Angus MacBadger, Maid Marian, Robin Hood, Little John, Lady Kluck, Louis, Captain Li Shang, Taran, Gurgi, Eilonwy, Panchito Pistoles, Donald Duck, Jose Carioca, Flora, Fauna, Merryweather, the King, the Grand Duke, Chip, Maurice, Aurora, Prince Philip, Prince Charming, Cinderella, Clopin, Scuttle, Minnie Mouse, Jasmine, Jiminy Cricket, Goofy, and Yen Sid)

Round 1:

 * Prologue (Featuring: Maleficent, the Titans (Rock Titan, Ice Titan, Lava Titan and Wind Titan), Chernabog, Hercules, Mozenrath, Xerxes, the Magic Mirror and Megara)
 * Goliath vs the Huntsman (Featuring: the Manhattan Clan: (Hudson, Brooklyn, Broadway, Lexington and Bronx) and Rose/the Huntsgirl)
 * Hercules vs Mozenrath (Featuring: Mozenrath's Winged Beast, Thebans, Xerxes, Philoctetes, Pegasus and Megara)
 * Stitch vs the Liquidator (Featuring: Lilo)
 * Kim Possible vs Demona (Featuring: Ron Stoppable)
 * Phoebus vs Abis Mal (Featuring: Achilles, Abis Mal's Thugs, Phoebus' Soldiers, Esmeralda and Djali)
 * Pooh and friends vs Duke Igthorn (Featuring: Tigger, Roo, the Ogres, Piglet, Rabbit and the Reluctant Dragon)
 * Dipper and Mabel vs Lawrence (Featuring: Gideon Gleeful)
 * Humphrey vs Louie (Featuring: the Hunters)
 * Mickey, Donald, and Goofy vs Dr. Drakken (Featuring: Shego and Dr. Drakken's Robot)
 * Darkwing Duck vs Pete and Doofenschmirtz
 * Epilogue (Featuring: Mickey Mouse, Donald Duck, Pluto, Minnie Mouse, Daisy Duck, Goofy, Goliath, Jake Long, the Ogres, Rabbit, Winnie the Pooh, Piglet, the Three Little Pigs, Tigger, Lilo, Dr. Jumba, Stitch, Pleakley, the Experiments (Lilo and Stitch), Philoctetes, Hercules, Pegasus, Kim Possible, Ron Stoppable, David Xanatos, Owen Burnett, Demona, Dr. Drakken, Mozenrath, Xerxes, Thirdac, Merlock, Magica De Spell, Poe De Spell, Lawrence, Gideon Gleeful, Dr. Doofenschmirtz, Madame Medusa, Mr. Winkie, Stromboli, Queen Grimhilde, Pete, Diablo Raven, Maleficent, the Magic Mirror and Queen Narissa)

Round 2

 * Prologue
 * Experiment 221/Sparky vs Megavolt
 * Scrooge McDuck vs Duff Killigan
 * Buzz Lightyear vs Gantu
 * Pooh and Piglet vs the Big Bad Wolf
 * Interlude
 * Mr. Incredible vs Pete
 * Intense Cutscene
 * Prologue
 * Stitch vs Shego and Dragaunus
 * Mowgli, Baloo, and Bagheera vs Lady Waltham and Lt. Col. Staquait
 * John Smith and Milo Thatch vs MacBeth
 * Jake Long vs Xanatos
 * Jack Sparrow vs Cardinal Richelieu
 * Balthazar Blake vs Kalabar
 * Attack on the Narnian/Wonderland Encampment
 * Epilogue

Maleficent's Return
A long time ago, in a land far away, the wicked fairy Maleficent cursed the princess Aurora to an eternal slumber. Aided by the three good fairies Flora, Fauna, and Merryweather, Aurora's love Prince Philip battled Maleficent, who took on the form of a terrible dragon. The battle was fierce, but Philip, wielding a sword blessed by the good fairies magic, struck down Maleficent. It was believed that her evil had been ended for all time, but that was not the case.

In recent years, Maleficent, her soul damned to the Underworld after her death, managed to recover enough of her power to access the palace of Hades, god of the dead. Having gotten Hades' attention, Maleficent told him that she had been planning a scheme to gather the forces of darkness throughout the world to usher in a new age of evil. She only needed Hades to restore her to the land of the living to begin her plot. In return, Maleficent promised to give Hades the opportunity and power to depose Zeus, king of the gods and Hades' brother and long-standing rival. Intrigued, Hades agreed. On Maleficent's suggestion, Hades flew out to begin by striking at the Middle Eastern city of Agrabah.

Arriving in Agrabah, Hades easily dethroned the Sultan. Seeing this, the former thief Aladdin, lover of the Sultan's daughter Princess Jasmine, went to confront the evil god, but Hades destroyed the balcony Aladdin was standing on with a fireball. Thankfully, the powerful Genie cushioned Aladdin's fall by transforming himself into a couch. Jasmine joined Aladdin in the courtyard on his Flying Carpet, and Aladdin leapt on to face Hades in the air. Hades knocked them back to earth with a blast of hellfire, then started to destroy the city around them. The Genie stretched himself out like a bridge so that the others could get to safety. As Aladdin and friends fled the city, Hades claimed Agrabah for himself.

On the orders of Queen Grimhilde, who envied the beauty of the princess Snow White, the voodoo witch doctor Facilier cornered her in a field of flowers. When Facilier tried to get Snow White to come with him, she fled into the nearby forest. Giving chase, Facilier used his voodoo powers to summon terrifying illusions to torment the princess. Snow White was so overcome with fear that she fainted, allowing Facilier to take her captive.

In France, Judge Claude Frollo was invited by a famous Ringmaster to attend his circus. Though Frollo was skeptical of the idea, he decided to tolerate the request. At the same time, the flying boy Peter Pan decided to amuse himself by crashing the circus. Seeing Pan flying about, Frollo believed him to be a witch and ordered his men to arrest the youth. Not taking kindly to Pan's intrusion, the Ringmaster also joined the fray, using his whip to attack Pan, though he evaded the attack. Knocking aside Frollo's guards, Pan chased the Ringmaster across the ring, making him trip and fall into a bucket of water, humiliating him. While Pan and his fairy friend Tinker Bell laughed at the Ringmaster's misfortune, Frollo ordered his men to throw ropes around Pan and drag him down. As Pan was tied up and dragged away to be executed for witchcraft, Tink flew away to find help.

The crime boss Bill Sykes was prowling a neighborhood, searching for an item sought by his newest acquaintance. Sykes' dogs Roscoe and Desoto were sent in to search one particular house inhabited by fellow canines Lady, Jock, and Trusty, who they threatened in an attempt to force them out. Seeing what was happening, Lady's mate Tramp lept in to face them. Tramp managed to hold his own against the two larger dogs, and it seemed that he would come out on top. However, the fight was brought to a premature end when Sykes honked his horn for the dogs to return, having found what he was looking for. Roscoe and Desoto reluctantly departed with Sykes as Tramp comforted Lady.

The master criminal Professor Ratigan, looking to take over the world of rodents, set out to bump off any small heroes who may interfere in his grand scheme. His first targets were two agents of the Rescue Aid Society, Bernard and Bianca. As Bernard and Bianca were flying on their seagull ally Orville's back through London, Ratigan and his thug Fidget pursued them in their hot air balloon. Noticing their pursuer, Bernard and Bianca attempted to alert Orville, but Ratigan managed to ram them, sending Orville plummeting out of the sky. Fortunately, the dragonfly Evinrude arrived and helped slow Orville's descent and get him back into a flying position. Angered by this, Ratigan moved to pursue them again. Feeling they were going too slow, Ratigan threw Fidget out and started peddling the balloon himself. He again managed to ram into Orville but this time, he knocked Bernard and Bianca off the bird's back. But as Ratigan soon discovered, he hadn't been paying attention to where he was going and crashed into Big Ben as Bernard and Bianca safely parachuted down.

Maleficent, ready to show the world she had returned for vengeance, attempted to take out the powerful sorcerer Yen Sid, knowing he was one of the greatest threats to her plan. Seeking Yen Sid at his tower, Maleficent instead found the sorcerer's apprentice, Mickey Mouse. Mickey donned Yen Sid's hat, the source of his great powers, to defend himself. Maleficent fired a bolt of lightning at Mickey but Mickey caught it, turned it into a ball of energy, and threw it back at Maleficent. Maleficent quickly put up a shield to protect herself, then summoned a flood to drown Mickey. Maleficent then took command of the water, thrashing Mickey around and sucking him down a whirlpool, sending him to parts unknown. At that moment, Yen Sid arrived and began to use his own magic to counter Maleficent's. As he was charging up an attack, however, Maleficent blasted Yen Sid with a powerful bolt of magic. When the smoke from the blast cleared, Maleficent and Yen Sid were gone. When Goofy and Minnie Mouse, Mickey's friends, arrived, all they could find was Yen Sid's hat.

The Fight Back
The evil vizier of Agrabah, Jafar, an ally of Maleficent, traveled to the undersea kingdom of Atlantica to recruit the sea witch Ursula to Maleficent's side. Ursula agreed, so long as Jafar helped her to overthrow King Triton, ruler of the seas, and bring his Trident to her. Jafar gained access to the Atlantica palace where he menaced Ariel, Triton's daughter, and her friend Flounder, drawing out Triton. Triton fired several blasts from his Trident, seemingly vaporizing Jafar, but Jafar then revealed himself to have simply teleported away. As Jafar shrugged off another attack and Triton realized just how powerful the vizier was, Jafar turned him into a sea polyp. As Ariel looked on in horror, Jafar departed. Ariel swore revenge on Jafar.

In a French tavern, the hunters Gaston and Percival C. McLeach swapped stories. Gaston told McLeach about his first kill, but was unaware of the suffering he had truly caused. Several years ago, the young fawn Bambi and his mom were out foraging for grass when Gaston spotted them while hunting. Gaston readied his bow and arrow, but Bambi's mother heard him and she and Bambi ran for shelter as Gaston fired and missed. As the two deer continued to run, Gaston moved in closer and took out his blunderbuss. He fired several shots with his gun, killing Bambi's mom. Bambi looked on in remorse as Gaston claimed his kill, before Bambi's father, the Great Prince of the Forest came and guided Bambi to safety. As Gaston finished his story, he showed McLeach he still had Bambi's mother's head mounted on the tavern wall, along with many other hunting trophies.

In England, the tyrannical Prince John received an envoy from Wonderland, the mad Queen of Hearts. At the same time, the outlaws Robin Hood and Little John snuck into the prince's castle in disguise, planning to steal from John's treasury and distribute it among the English villagers. Though John and his men did not recognize Robin, the Queen had a sharper eye. At first humoring the outlaws, she then ordered her card soldiers to seize them. Robin Hood tried to fight them off, but they overwhelmed him with sheer numbers, to Prince John's joy. Little John came to Robin's rescue, fighting the guards off and freeing his comrade. Robin Hood, Little John and Robin's love Maid Marian all escaped into the forest while Marian's lady-in-waiting Lady Kluck held the cards off. With a final parting taunt, Kluck also escaped.

In Paris, Frollo assigned the noble woman Lady Tremaine and her daughters to watch his deformed adoptive son Quasimodo while he was out meeting with Maleficent. However, trouble arose when Anastasia and Drizella Tremaine were repulsed by Quasimodo's appearance and mocked him, with their mother encouraging them. After enduring several days of humiliation, Quasimodo could take no more. Grabbing a torch, he attempted to chase the Tremaines out of his home. However, Lady Tremaine called his bluff and locked Quasimodo in the tower.

After secretly murdering his brother Mufasa, the lion Scar ascended to the throne as king of the African savannah. Scar was supported by his hyena lackeys Banzai, Shenzi, and Ed and the conniving tiger Shere Khan, but the Indian man-cub Mowgli didn't trust the predator. Seeing Mowgli as a potential threat to his rule, Scar ordered his hyenas to dispose of Mowgli and his caretakers, the bear Baloo and the panther Bagheera. When the hyenas tracked the three down and went to kill them, Bagheera slashed Shenzi across the face, angering her. Baloo tried to usher Mowgli to safety, but Scar cut off their escape. Baloo tried to fight Scar himself but Scar knocked him to the ground. Scar then leapt at Mowgli, but Mowgli knocked him to the ground with a stick. Taking advantage of Scar's weakness, Mowgli, Baloo, and Bagheera escaped into the jungle, leaving Scar and Shere Khan to look on in annoyance.

Returning from Atlantica, Jafar (now Sultan of Agrabah thanks to Hades), instructed the witch Mad Madam Mim to find Aladdin, kill him, and bring back Princess Jasmine, who Maleficent needed for her own purposes. Tracking the heroes down to an oasis in the Arabian desert, Madam Mim first terrified the group by morphing her face into that of a hog's before trapping Jasmine in a giant hourglass. Taking his scimitar, Aladdin tried to free her, but Mim morphed into a giant snake and trapped Aladdin in her coils. At that moment, the Genie stepped in and dropped a rock on Mim's head. Aladdin then took advantage of the distraction to stab Mim with a sword, forcing her to release her grip. Mim retreated down a hole, but Aladdin and Genie were too late to save Jasmine, as they watched her disappear under the sand. Meanwhile, Mim returned to Jafar and presented him with Jasmine, having teleported her back to Agrabah with her.

Tasked with capturing another princess for Maleficent's plot, Queen Grimhilde consulted her Magic Mirror to find a suitable prize. Told that Belle might suit her purposes, the Queen set out for the French chateau where she lived with the animalistic Beast. Grimhilde's arrival terrified Belle and the Beast's servants, but the Beast went to stop her. Before he could attack, the evil queen used magic to trick the Beast into believing that she was the Enchantress that had first turned him into a beast. Grimhilde demanded that the Beast stand down, or she would never allow the curse to be lifted. The Beast reluctantly complied, and Grimhilde departed with Belle.

Seeing the initial successes the villains were having against the heroes, Hades decided it was time to test one of his new allies against his own arch-nemesis, the demigod Hercules. Choosing the thug Pete and his army of weasels, Hades sent them to Greece, where Hercules was training with his teacher Philoctetes. Phil tried to remove Pete, but the brutish cat threatened him, and Hercules stepped into the fray, taking out some of the weasels before Pete got a sucker punch in. Holding Hercules at sword point, Pete prepared to strike Hercules down with his sword when Aladdin and his friends saw the situation, swooping in and knocking the weasels aside. As Aladdin and his pet monkey Abu prepared to fight, Pete sent more weasels after them, chucking their spears at the heroes. Evading the spears, Aladdin pulled Pete's belt off, dropping his pants. As the Genie and Abu mocked him, Pete charged Aladdin with his sword, but Aladdin tricked him into cutting the rope holding up a chandelier. The chandelier crashed down on Pete's weasels and sent them and Pete rolling out a window. Impressed by Aladdin's performance, Hercules decided to help him against their mutual enemies.

In her citadel atop Forbidden Mountain, Maleficent met with her allies, including a new face, the pirate Captain Hook. She sent her raven familiar Diablo out to search the world for groups of heroes. Returning to Neverland, Tinker Bell informed the Lost Boys about Peter's capture by Frollo, and the children set out to rescue him. As the Beast wallowed in grief over Belle's abduction, his pipe organ maestro Forte, secretly in league with Maleficent, kept him passive and melancholy with his mesmerizing music.

Having fired the Ringmaster after his poor performance against Peter Pan, Frollo recruited the puppeteer Stromboli, the con artists Foulfellow and Gideon, and the sinister Coachman to organize a new circus. The Coachman had a special idea in mind to help put on the show of the century and dispose of many heroes at the same time. In London, Bernard and Bianca responded to a summons by the detective Basil of Baker Street to join the League of Extraordinary Gentlemice, an international team including the Australian kangaroo rat Jake, the French Jaq, Gus, and Roquefort, and the American circus mouse Timothy. Basil revealed that all the rodents had had an encounter with Professor Ratigan, and he was determined to bring the criminal professor to justice with their aid. Deciding the time was right, Maleficent announced her return to the world, demanding the heroes surrender themselves. Instead, the champions of good massed to defend their world.

The Resistance Gathers
Summoned to England by the benevolent wizard Merlin, Mickey Mouse's best friends Donald Duck and Goofy were informed that Mickey had been captured by Maleficent after her battle with Yen Sid. Determined to rescue their compatriot, Donald and Goofy agreed to set out for Forbidden Mountain and force Maleficent to release her prisoner. Encouraged by the duo's loyalty to their friend, Merlin had his ally, the Fairy Godmother, conjure up a pumpkin carriage for them to travel in.

From the League's individual stories of their encounters with Ratigan (though Timothy stayed mum on the subject), Basil deduced that the professor was hiding in Lady Tremaine's manor in France. Infiltrating the estate, the mice found it guarded by Tremaine's pet cat, Lucifer. The cat appeared to be asleep, so the League tried to sneak past and search for Ratigan, but without warning, Lucifer awoke and trapped Gus under a bowl. Jake immediately rushed in to help Gus, but was kept at bay by Lucifer's claws. Timothy stepped in and got Lucifer's attention, giving Jake the opportunity to kick a nearby broom down onto the cat's head. Roquefort tried to assist, but he was tripped on a curtain. Lucifer moved in for the kill, but Basil called his bloodhound Toby in, frightening Lucifer. The mice climbed aboard Toby, who managed to chase Lucifer out the tower window. The League had no chance to celebrate their first victory, however, as they spotted Ratigan, alerted by the noise, escaping in his zeppelin. Basil sulked over the fact that his mortal enemy had escaped, and the mice departed aboard Orville empty-handed.

In the Pride Lands, the hornbill Zazu spotted McLeach driving through the jungle in his hulking vehicle. Zazu immediately flew to Pride Rock to alert Mufasa's son, Simba, who had been kept in the dark by Scar as to the true nature of Mufasa's death. Regardless, Simba was not about to be chased out of the Pride Lands, even by this unique enemy. As McLeach and his pet goanna Joanna exited their vehicle, McLeach informed Simba that he had been sent by Maleficent to either kill Simba or force him out of the savannah. Simba ordered his loyal lionesses to charge, and Joanna rushed towards them, hoping to strike at Simba himself. Before she could reach him, Simba's warthog friend Pumbaa rammed into Joanna, knocking her into a crate. As the lionesses charged McLeach, McLeach climbed back into his vehicle and fired a net at the lionesses, trapping them. As Simba charged McLeach, hoping to free his subjects, McLeach fired a rocket at Simba, knocking him off a cliff. As McLeach laughed and departed with the bound lionesses, Simba's friends Timon, Pumbaa, and his mate Nala carried the wounded Simba to safety.

On the run after Triton's defeat, Ariel, and her companions Flounder and Sebastian found the pirate Captain Hook and his crew in the Jolly Roger, anchored offshore. Eavesdropping, Ariel overheard that Hook was working with Jafar. Just then, a lookout spotted Ariel and alerted Hook to her presence. Ariel dove underwater, but Hook was afraid to follow her, not wanting to disturb the crocodile that shadowed his every move. Instead, Hook ordered his first mate Mr. Smee to drop a bucket of chum overboard. As Ariel swam away, Mr Smee tripped and dropped the chum into the water, catching the attention of the fearsome whale Monstro, who was sleeping on the ocean floor. Monstro spotted Ariel and gave chase, intending to devour her whole. Ariel swam for her life, but found her escape cut off by a colossal electric eel. Getting an idea, Ariel returned to the surface, putting Hook's ship in between her and the leviathan. Taking the bait, Monstro crashed down the Jolly Roger in an effort to get to Ariel, sinking the ship and temporarily stunning Monstro. Hook and his crew managed to get to a lifeboat and head for shore as Ariel escaped in the confusion.

As the Coachman's circus was set up in the outskirts of Paris, Frollo prepared to bring Peter Pan to the Palace of Justice to formally sentence him to death. Thankfully for Pan, Tinker Bell and the Lost Boys arrived to free him. One of the Lost Boys fired a stone at Frollo's horse with a slingshot, making it buck the corrupt judge off. Tink and the Lost Boys charged in and started trading blows with Frollo's men, driving them back. The Boys set Pan free, but were confronted by the Coachman, Foulfellow, and Gideon. Tinker Bell tricked Gideon into hitting Foulfellow on the head, and the Lost Boys delivered another blow, knocking him out. As Stromboli arrived on the scene to assist Frollo's troops, Pan, Tinker Bell, and the Lost Boys escaped back into the wilderness.

Hearing that there was another human in the jungle besides Mowgli, the human-hating Shere Khan tasked the hypnotic python Kaa with finding and killing him. Knowing the stories about the wild man's strength and fighting prowess, Kaa instead found his lover, the explorer Jane Porter, and hypnotized her, planning to devour her alive to draw his enemy out of hiding and into a situation where Kaa was at an advantage. The plan worked a little too well, as the ape-man Tarzan arrived and kicked Kaa into a branch just as he was about to strike. Switching targets, Kaa continuously lunged at Tarzan, but the agile hero dodged every time. Just as Kaa managed to surround Tarzan in his coils, he knocked a branch into Kaa's mouth. Badly bruised, Kaa retreated as Tarzan ushered Jane to safety.

The Welsh heroes Taran, Eilonwy, and Fflewddur Fflam were alerted by a prophetic vision from Taran's pig Hen Wen that the Black Cauldron, an item of immense dark power, had been found in New York by Bill Sykes. Eager to prevent the Cauldron from falling into the wrong hands, the trio set out for America, but Sykes spotted them trying to sneak into his safehouse. He called Roscoe and Desoto to deal with them. While the dogs chased after Fflam, Taran and Eilonwy managed to find the room where Sykes was hiding, demanding the gangster surrender the Black Cauldron. However, Sykes called in his mysterious client, the cauldron's owner and an old enemy of Taran and his friends, the Horned King. Taran tried to defend himself with his magic sword, but the King simply made the weapon vanish, leaving him defenseless. The King's barbarian warriors surrounded the three heroes, taking them captive. The Horned King departed for his citadel with his men, the Cauldron, and his prisoners in tow, paying Sykes handsomely for his service.

En route to Forbidden Mountain, Donald and Goofy passed through a desolate wasteland where the Hunnic warlord Shan Yu and his army had been raiding villages. Seeing the pumpkin coach passing through, the Huns quickly surrounded the defenseless vehicle, knocking Donald and Goofy to the ground and letting the carriage drive over a cliff, where it was destroyed. Shan Yu himself stepped forward and the heroes tried to defend themselves, but the warlord split Donald's sword down the middle with a single blow. Though he had the heroes at his mercy, Shan Yu decided to spare their lives in exchange for them telling Merlin that he was going to strike at China next. Donald and Goofy fled, grateful to be alive but now with no way of rescuing Mickey.

Losing Ratigan's trail, the League of Extraordinary Gentlemice stopped in Paris on Timothy's request. Sneaking into the circus, the League found the baby elephant Dumbo weeping in a corner. Timothy explained that he and Dumbo had once been close friends, keeping an eye on the youngster when Dumbo's beloved mother, Mrs. Jumbo, was performing in the circus. However, when Frollo fired the Ringmaster and began taking control of the show, he saw Dumbo's large ears as a deformity which would make Dumbo a poor performer. Frollo intended to have Dumbo put down, but Mrs. Jumbo came to her son's defense, attacking the judge. The Coachman and his men restrained Mrs. Jumbo, putting her in isolation as a "mad elephant". The entire time, Timothy saw Ratigan lurking behind the scenes, laughing to himself. Timothy suspected that Ratigan was in league with Frollo and was responsible for the attack on Dumbo and his mother. To ensure Dumbo would not be killed by Frollo, the League unanimously voted to take the elephant with them, also vowing to find a way to release Mrs. Jumbo from her imprisonment. At that moment, Evinrude arrived at the circus, delivering a letter from Hawaii asking for aid from the League. Suspecting that Ratigan may be to blame for the trouble in Hawaii, Basil mustered the League to head for the islands with renewed purpose.

As the League departed from Paris, Frollo arrived at the Palace of Justice, where he was met by Jafar, Hades, and Maleficent. Not happy to see the sorcerers and dark god, Frollo's mood sunk lower when they informed him that they had succeeded where he had failed, capturing many more heroes. Maleficent told Frollo to see that the prisoners faced "justice", warning him not to fail again. Back in the Pride Lands, Kaa returned to Shere Khan in failure. The tiger gave Kaa a warning of his own, telling him he would not hesitate to kill the python if he failed again.

In the seas on the coast of England, Ariel was at last cornered by the eels that had been hunting her since Triton's fall. Just as it seemed they would kill her, the eels were bound by a bolt of magic and Ariel was made human, allowing her to escape to shore. There, she was met by Merlin, who had rescued her, and the wizard introduced Ariel to his allies, the Fairy Godmother, Flora, Fauna, Merryweather, and Prince Philip, the legendary hero who had first slain Maleficent and whom Merlin saw as the best hope they had of ending the evil fairy's threat. Meanwhile, the injured Simba was brought by his friends into the African jungles, but they were confronted by Tarzan and his gorillas. Wary of predators since his birth parents had been killed by the leopard Sabor, Tarzan warned Simba that he and his kind were not welcome in gorilla territory. Wanting to avoid a battle, Simba left to seek shelter elsewhere.

At his citadel in Wales, the Horned King assembled Ursula, Bill Sykes, and Lady Tremaine, telling them of his plot to use the Black Cauldron to awaken an army of the dead to take control of the world. As Shan Yu began his invasion of China, the Chinese maiden Mulan decided to take her ailing father's armor and weapons, disguising herself as a man to aid the Chinese army against the Huns. In Greece, Donald and Goofy arrived in the city of Thebes, where they were welcomed by Hercules. Knowing of the demigod hero's reputation, they decided to join Hercules' team to rescue Mickey and strike back against Maleficent.

At his cottage deep in the English forests, Merlin told Ariel and the other gathered heroes of his plans to build an army of the world's heroes to stand against the forces of evil. However, he was unaware that Maleficent's raven Diablo was spying on their conversation...

Casualties of War
In the Palace of Justice, Frollo made his morning rounds checking to make sure that none of his new prisoners (including his traitorous former captain, Captain Phoebus, the puppet boy Pinocchio, the young English girl Alice, and Jane Porter's father Professor Archimedes) had escaped during the night. Satisfied, Frollo was then introduced to Maleficent's henchmen Captain Hook, Prince John, the Queen of Hearts, and Doctor Facilier, who had been sent to keep Frollo in line. Frollo was not happy to be in the company of a witch doctor like Facilier, but, hearing of Facilier's success in capturing Snow White, decided to test his new ally by sending him against an old enemy.

Back at Pride Rock, Scar and Shere Khan were surprised to find the humans Mcleach, Gaston, the cattle rustler Alameda Slim, and the poacher Clayton had driven off the remaining lionesses who were still loyal to Mufasa and Simba on Maleficent's orders. The hunters departed, leaving Scar and Khan in control of Pride Rock, though Mcleach warned the cats that Maleficent had given them permission to hunt them down if they made trouble with her human allies. Meanwhile, Quasimodo was sulking in his tower prison after the confrontation with Lady Tremaine when his gargoyle companions Victor, Hugo, and Laverne showed him another way out. Deciding he needed to check on his gypsy friend Esmeralda, Quasimodo escaped the tower and headed for the Festival of Fools, where he knew Esmeralda would be performing.

Back at Merlin's cottage, the wizard and the heroes he had assembled discussed their battle plans against Maleficent. However, Ariel was still deeply troubled by being separated from her father and having to leave Flounder and Sebastian to fend for themselves in the sea. The Fairy Godmother comforted her as Merlin and the three good fairies told her it was only a matter of time until Maleficent fell and Triton was restored. However, that time would prove to be long in coming.

As the group was tending to Ariel, Diablo suddenly flew in, heralding the arrival of Maleficent and her allies, the Horned King, the Inca sorceress Yzma, Bill Sykes, and Lady Tremaine. The fairies told Ariel to hide as they and Merlin confronted Maleficent's group. Merlin prepared to confront Maleficent, but she had laid a cruel trap for him: telling Merlin that she had turned his protege Arthur into a squirrel, she gave him the choice of either facing her or rescuing Arthur, who was being threatened by a wolf. Confident the others could stand against Maleficent without his help, Merlin disappeared to save Arthur. The Fairy Godmother tried to make the first move, but Maleficent struck first, instantly turning her to stone. Lady Tremaine then took up the Fairy Godmother's wand for herself. Maleficent's goons then lept in, attacking Prince Phillip and tying him up. Flora, Fauna, and Merryweather tried to help him but Yzma threw a potion at them which made them vanish into thin air. As Prince Phillip was finally bound, Merlin's owl Archimedes left to warn his master. Rejoicing at capturing her mortal enemy, Maleficent and her group departed, not noticing Ariel watching in horror from her hiding place.

In space, the youth Jim Hawkins was flying his solar surfer near the RLS Legacy, a ship searching for the fabled Treasure Planet, when he was spotted by the former Galactic Federation captain Gantu, who had been hired to keep the Legacy from completing its voyage. Gantu fired on the unarmed Hawkins, getting the attention of his friends aboard the Legacy, Doctor Doppler and Captain Amelia. As Hawkins dodged the fire from Gantu's ship, Doppler and Amelia armed themselves to defend him. Finally, Gantu got a good shot in, damaging the thruster on Hawkins' solar surfer, sending him plummeting down a crevasse. Gantu believed he had won, but Hawkins, thinking quickly, ground the thruster against the side of the cliff, reactivating it and allowing him to jet back to the Legacy. Taking advantage of Gantu's distraction, Amelia and Doppler fired on Gantu's ship, damaging it and forcing it to crash-land.

In Paris, Quasimodo arrived at the Festival of Fools, where the gypsies led by their king, Clopin, were performing. Quasimodo saw Esmeralda dancing, but she also attracted the attention of Doctor Facilier, who had infiltrated the Festival disguised as a clown. Facilier sent his shadow demons after her, hoping to bring her back to Frollo so he could interrogate her as to the location of the gypsies' hideout, but Esmeralda disappeared using her stage magic. Facilier spotted Esmeralda and her pet goat Djali hiding in the crowd and sent his demons after her, but the crowd helped her escape. Facilier managed to catch up, but Esmeralda threw a plate at him, stunning Facilier long enough for her to vanish again, to the amusement of the crowd. Facilier was forced to depart empty-handed as Quasimodo left to seek Esmeralda. Frollo, watching from the shadows, stewed in anger.

Approaching Ursula and her sister Morgana in Atlantica, Jafar told the two sea witches that he had a task for them as payment for his attack on Triton. He had discovered that the Genie was searching the world for heroes to aid Aladdin and Hercules, and asked Ursula to capture him so that Jafar would have access to the Genie's cosmic power. Finding their quarry, Morgana sent her pet manta rays Cloak and Dagger after him, but Genie used his magic to wrap the rays around a rock. Ursula then stepped into the battle, using her own magic to scorch the Genie's face before revealing Jafar had given her a powerful magic crystal that could bind Genie within it. Performing the necessary spell, Ursula succeeded in capturing Genie.

While Ursula was capturing the Genie, Jafar himself headed for China to help Shan Yu's invasion, bringing his lackey Abis Mal along for backup. Finding the Chinese Imperial Army, which had been mustered to face the Huns, Jafar, Mal, and a group of shadowy horsemen ambushed them in a mountain pass. Abis Mal kicked Captain Li Shang off his horse while Jafar and the horsemen rained fire down on the soldiers from above, forcing them into a retreat. Seeing what was happening, Mulan (who had managed to join up with the army) attacked Abis Mal when he threatened Shang, easily defeating the thief. Jafar then revealed himself, hypnotizing Shang with his staff. The soldiers Yao, Ling, and Chien Po tried to help Shang, but Jafar scared them off with a demonstration of his power. Jafar knocked Mulan to the ground, revealing her to be a woman. Since a woman joining the Imperial Army, especially by subterfuge, was a capital crime, Jafar convinced Shang to leave Mulan in the mountains to die of exposure. With most of the Imperial Army now under his control, Jafar and Shang departed, leaving Mulan with only her companions Mushu and Cri-Kee for comfort.

The English Governor Ratcliffe, along with the mercenary Commander Rourke and Clayton (who had been secretly working for both Ratcliffe and Mcleach in hopes of doubling his profits) sailed for the Native Lands, a region of untouched wilderness inhabited only by native tribes and animals, tasked with conquering the area for Maleficent. As the Inuit tribesman-turned-bear Kenai, his young charge Koda, and the two moose Rutt and Tuke looked on, the Powhatan tribe led by Chief Powhatan and his daughter Pocahontas rowed out in canoes to meet the visitors. Suddenly, a flare lit up the sky as Ratcliffe and his army landed on shore, ready for battle. The Powhatan warrior Kocoum charged Ratcliffe, but Rourke shot him dead with his pistol. Kenai took shelter behind a log, but Koda wasn't so lucky, being cornered by Clayton. As the hunter raised his shotgun, Kenai leapt out and knocked Clayton to the ground, giving him and Koda an opening to run for safety. Behind them, Ratcliffe gave the order to open fire, with Rourke's mercenaries using machine guns, rifles, and explosives against Powhatan tribesmen armed with bows. The Powhatan took heavy casualties and were forced back as Rourke set off a series of bombs that brought down much of the surrounding forest. Pocahontas, the Powhatan, Kenai, and Koda could only watch in horror as Ratcliffe claimed the Native Land for Maleficent.

While searching for Esmeralda, Quasimodo stumbled across the Beast's castle in the French countryside. Here, Forte was still keeping the Beast passive with his music, but Beast was starting to build up some resistance. As Quasimodo looked on, Beast and Forte began to argue about the Beast's intentions to go out and rescue Belle. Despite Forte's efforts, Beast mustered the energy to leave the castle. Having noticed Quasimodo's presence, Forte took out his frustration on the hunchback, knocking him to the ground with the force of his music and binding him to the ground with ropes made from solid sound. Forte taunted the fallen Quasimodo, telling him no one would come to rescue a deformed man like him. Unknown to the twisted organ, Mulan was approaching the castle...

Returning from their battle with the Genie, Ursula and Morgana found that they had lost the crystal containing their captive. Furious, they turned on each other, each blaming the other for losing their prize. Meanwhile, Merlin returned to his cottage, having rescued Arthur from the wolf, only to find the place in shambles and Ariel the only one unharmed. As Merlin stewed over their losses, Archimedes noticed Genie's crystal had somehow made its way into the cottage. Merlin destroyed the crystal and released the Genie, to Arthur's surprise, and the benevolent spirit agreed to help Merlin in his fight with Maleficent.

Back in Paris, Frollo confronted Facilier over his failure, vowing never to trust him, Maleficent, or any other magic-user ever again. In the distant reaches of the cosmos, Gantu returned to his master, the evil Emperor Zurg. Though Zurg was disappointed with Gantu's failure against Hawkins, he said that he had sent another agent to strike against a more dangerous enemy. Back on Earth, informed by Kaa of how Tarzan had refused Simba shelter, Scar and Shere Khan plotted to play the two against each other.

Hunted
After the attack by Gantu, Jim Hawkins traveled to the Galactic Federation's flagship where he informed the Grand Councilwoman and her top agent, the space ranger Buzz Lightyear about their rogue agent. Before they could investigate the matter further, the pirate John Silver and his pirates attacked the flagship, having been ordered by Emperor Zurg to assassinate Lightyear and the Councilwoman. Lightyear confronted Silver and his pirates as they tried to breach the council chambers, only to be knocked aside as Silver blasted away the door with his arm cannon. Telling the Councilwoman and Hawkins to get to safety, Lightyear engaged in a laser battle with the pirates, but was overwhelmed by Silver's superior firepower. Before Silver could finish Lightyear off, he was distracted upon seeing Hawkins, who was an old friend of his. Galactic Federation reinforcements came to assist Lightyear, including the rest of his space ranger team, and Silver was apprehended as his pirates fled the station, to Hawkins' dismay.

Tasked by the Horned King with capturing another princess for Maleficent, Lady Tremaine decided to put the Fairy Godmother's wand to the test in a bold attack on the lost continent of Atlantis. Confronted by the heroic explorer Milo Thatch and the Atlantean princess Kida, Tremaine easily knocked Milo aside with her wand. She then used her magic to summon a large magical coffin to imprison Kida. Mesmerizing Kida, she forced her to enter the coffin, where she was turned to crystal and locked inside. Lady Tremaine then returned to the Horned King's castle to present her catch, frustrating Morgana, who was still stewing after having lost the crystal that imprisoned the Genie.

After taking over the Native Land, Ratcliffe sent Rourke to smoke out any natives who were still resisting his army. Rourke found Pocahontas, who was seeking the wisdom of the tree spirit Grandmother Willow, and chased her deeper into the forest. Rourke's second-in-command Helga Sinclair fired on Pocahontas with a flare gun, starting a forest fire. Escaping into a canoe, Pocahontas rowed across a river to escape the flames and sought shelter in a tree, but Rourke's forces continued their pursuit. As Rourke and his caravan closed in on Pocahontas, the benevolent settler John Smith fired on a cliffside by the mercenaries, setting off a rockslide that buried the caravan. As Pocahontas thanked John Smith for saving her, Rourke snuck away, having survived.

While hunting for insects to eat, Timon and Pumbaa were being stalked by Alameda Slim, who believed they could lead him to Simba. Cornering Pumbaa, Slim tried to hypnotize him with his yodeling, but Pumbaa fled before he could be entranced. Slim sent his nephews the Willie Brothers and his pet bison Junior after the duo, but Pumbaa rammed his way through the Willies, knocking them out of the way. Junior charged in, only for Pumbaa to ram him off a cliff. As Timon and Pumbaa taunted Slim, he left empty-handed while Scar watched the whole event from afar in disappointment.

In Paris, the greedy butler Edgar captured the cat Duchess and her kittens on the orders of the corrupt socialite Cruella De Ville. Duchess' mate Thomas O'Malley and his gang of alley cats broke into the barn where Edgar and de Ville were meeting, intent on rescuing Duchess and her kittens. O'Malley leapt down on Edgar, temporarily knocking him out, before locking the door to the barn so the villains couldn't escape. Cruella's thugs Jasper and Horace Badun went to attack O'Malley, but the alley cats came to his defense, dropping a hay bale on the Baduns. Cruella chased after O'Malley swinging a pipe at him, but as she cornered him, the alley cats swarmed Cruella, knocking her back. As O'Malley tried to rescue Duchess, Edgar trapped him with Duchess in the chest where they were being kept. Horace and Jasper then chased off the other cats.

Tasked by Maleficent with killing Hercules, Yzma used a potion to transform her Inca guardsmen into an assortment of vicious animals, including a large black bear, a leopard resembling the late Sabor, a hammerhead shark, a bloodthirsty wolf, and a savage buck. Tracking down Hercules, Phil, and Hercules' winged horse Pegasus, Yzma and her henchman Kronk sent the animals after Hercules. At first, the combined attacks by Yzma's animals had Hercules on the ropes, and Pegasus was even knocked down by the buck. The deer moved in to finish off Pegasus, only for him to take to the air to escape. As Hercules recovered, the shark and wolf lunged at him, but Hercules pushed them aside. As the wolf charged again, Hercules smashed his fists into a nearby cliff, sending rocks raining down onto the shark, crushing it. When the bear tried to lunge at Hercules, the god of strength shot it with an arrow, badly wounding it. As Phil cheered Hercules on, the deer charged and rammed him, but Phil got up and rammed it back, knocking it off a cliff to its death. The wolf climbed into a tree while chasing after Pegasus, but he knocked the predator back to the ground. Hercules tossed his sword at Sabor, while Pegasus knocked an ice block down on the wolf, crushing its skull. Seeing this was going nowhere, Yzma and Kronk departed as the surviving animals retreated into the wilderness.

In the mountains near France, Mulan encountered the Beast, who told her of his search for Belle. Mulan offered to join the Beast in his quest, but when he mentioned that he had left Quasimodo behind with Forte, she changed her mind and decided to rescue the hunchback. The Beast refused to accompany her, wanting to focus on saving Belle, much to Mulan's frustration. Mulan and her companions left to face Forte alone, leaving the Beast feeling guilty. At Beast's castle, Forte was torturing Quasimodo with his melancholy music, when Mulan broke in and confronted him. Refusing to release Quasimodo, Forte used his music to conjure up images of cherubs to fight for him. The cherubs attacked Mushu with bows and a cannon, knocking him senseless. As Mulan leapt from the balcony onto a column to evade the cherubs, a blast of Forte's music cut into the pillar Mulan was hanging from, leaving her hanging for dear life. Just as it seemed Forte had won, the Beast burst in, having decided to take action against his former servant. The cherubs fired their arrows at him and Mushu, but the Beast chased after them and crushed them in his paws. As Forte kept the Beast back with torrents of music, he cut part of the rope Mulan was hanging on to, leaving her literally hanging by a thread. Realizing that Forte's keyboard was the source of his power, the Beast pushed forward to destroy it. Mulan managed to climb back to safety and slashed the supports holding Forte to the wall as Beast picked up a piano and threw it onto Forte's keyboard, robbing the evil pipe organ of his powers. Quasimodo finally broke free from his bindings, destroying the remaining columns keeping Forte up and sending him crashing to the floor, the first of the major villains to be destroyed. As Quasimodo and the Beast made amends, the three decided to stay together to seek their respective loved ones.

As the forest fire started by Rourke and Helga spread further, Pocahontas and John Smith decided they needed to find a way to drive Ratcliffe and his forces out of the Native Lands. They were not alone, however. Finding the Inuit hunter Denahi also watching the forest burn, they discovered that he was looking for a bear that he believed had killed his brother (not knowing that his brother, Kenai, actually was the bear). While mostly focused on his quest of vengeance, Denahi agreed to help the two heroes in their battle with Ratcliffe.

While escaping from Paris, Peter Pan and his friends stumbled across Robin Hood and Little John, who were planning a raid on the Palace of Justice to liberate the prisoners Frollo still held. Eager for vengeance against the judge, Peter and the Lost Boys decided to join them. As Cruella returned to her base in an old dog pound, where many of the captured animal heroes were being held, she and her ally the criminal Madam Medusa were approached by Queen Grimhilde, who offered them a place at her side should the war turn against them.

In the depths of the Underworld, Hades' minions Pain and Panic introduced their master to several villains that had decided to cast their lot in with the lord of the dead: Scar's mate Zira, the bandit lord Sa'Luk, the evil merwoman Marina Del Ray, the twisted magician Sarousch, and the corrupt Norse god Odin. In Thebes, as Hercules told Aladdin about his encounter with Yzma, Aladdin decided that the time was right to avenge the losses of the Genie and Jasmine by striking at the heart of Maleficent's forces.

Recovering after the battle with Lady Tremaine, Milo mustered the Atlantean army and his band of loyal mercenaries to find and rescue Kida. As the League of Extraordinary Gentlemice arrived in Hawaii, they were met by the young Lilo Pelekai, who explained that her dog Stitch had been kidnapped and taken into the sewers. Suspecting Ratigan was the culprit, Basil began trying to track Stitch down. Meanwhile, on Forbidden Mountain, Maleficent gathered all of her allies to explain her master plan: using the pure spirits of the captured princesses, she would summon the Black God Chernabog, who would remake the world in his dark image, giving all the assembled villains a place at his side as the world's new masters.

Raid on the Palace of Justice
As Robin Hood and Peter Pan planned their assault on Frollo's forces in Paris, they decided to split up into two teams to stand a greater chance of success. Peter and the Lost Boys would attack the Palace of Justice where Frollo was stationed and liberate the prisoners there, while Robin attacked the English embassy, where Prince John and many of Frollo's allies were staying, as a diversionary attack to draw troops away from Peter. In space, deep in a Galactic Federation prison colony, John Silver watched as Emperor Zurg broke in and released him. Zurg informed Silver that he needed him for an attack on Earth to reinforce Maleficent's forces.

Basil and the League of Extraordinary Gentlemice investigated the sewers beneath Hawaii while searching for the missing Stitch. Lilo had followed the mice and noticed a large crib in the sewers where she thought she saw Stitch being restrained. However, as she looked closer, she found it was actually Fidget, who had somehow survived being thrown off Ratigan's zeppelin in London. Ratigan himself suddenly appeared, subduing the League and capturing all of them.

After the battle with Hercules, the black bear escaped into the Native Land, where Rutt and Tuke noticed it. The bear attacked them and they were lucky to escape with their lives, warning the nearby Kenai and Koda about the danger. Unfortunately, the maddened beast had followed them. Kenai stood up to the bear and slashed it across the shoulder, but the injury did little more than anger it. Grabbing Koda, Kenai tried to retreat to safety, but the other bear followed. Just then, Bambi arrived on the scene and attacked the predator, scoring two good hits and catching the bear's attention. Though the bear managed to knock Bambi away with a mighty swipe of his paw, Kenai and Koda used the distraction to escape across a fallen log over a cliff. As the two carefully crossed the log, the bear followed them onto it, knocking them off balance. The bear moved in for the kill, but Kenai dodged just in time, causing the bear to damage the log underneath them. Kenai and Koda managed to get to safety in time, but the bear wasn't so lucky, falling to its death in the rapids below. As Kenai and Koda looked on, Bambi departed.

Disappointed with Alameda Slim's performance against Timon and Pumbaa, Scar decided to one-up him by disposing of the cows Maggie, Grace, and Mrs. Calloway, who had been pursuing Slim since he had stolen their fellow cattle from the Piece of Heaven ranch. Eager to be rid of his enemies, Slim agreed to let Scar try, but Scar had something different in mind. Rather than attack the cows himself, he ordered his mate Zira to do the deed. As Maggie and her friends entered the Pride Lands on Slim's trail, a rainstorm broke out, causing the tracks to wash away. Just then, Zira and a pride of lions loyal to her and Scar approached, threatening the three cows. They fled, but soon found they were completely surrounded. Maggie then decided to take the offensive and rammed into a lioness, knocking her down. As Maggie was about to take on Zira, a bolt of lightning struck a tree branch which fell and broke a dam, releasing a flood of water. Zira and her lionesses retreated to high ground, but the cows were caught in the flood. Fortunately, they managed to swim to safety as Zira looked on, vowing to kill them they next time they met.

Entering the Palace of Justice, Peter Pan found that Frollo was away but his three top generals, Prince John, Captain Hook, and the Queen of Hearts, were watching over the prisoners. They soon noticed Peter, who drew his dagger and launched the attack. The Lost Boys swarmed the Palace, throwing paint cans on the Queen of Hearts' card soldiers. Captain Hook tried to sneak up on Pan and stab him with his hook, but Pan dodged, leaving Hook's hook caught in a wooden pillar. Prince John's wolf archers moved in to attack Pan, but he threw his dagger at them, pinning them to the wall. The Lost Boys managed to make it to the prison cells, breaking out Frollo's prisoners. As Hook's pirates and the Queen's cards tried to stop the prison break, Tinker Bell tackled the Queen, knocking her to the floor. With the attack a complete success, Peter escorted the prisoners to safety, with Frollo's forces in hot pursuit.

Escaping from his cell, Captain Phoebus joined the other prisoners outside as Frollo arrived on the scene. Leaping atop a prison wagon, Phoebus addressed his fellow prisoners, calling on them to stand up for their friends and loved ones and strike a blow that Frollo would never forget. Seeing the effect Phoebus' speech was having on the revolt's morale, Shan Yu leapt down from the Palace's roof to cut off the head of the resistance. Phoebus managed to beat Shan Yu with his fists, knocking him to the ground, but Shan Yu recovered and seized his sword. Shan Yu struck Phoebus and knocked him from a bridge into the river. Unseen by Shan Yu or the resistance, Esmeralda carried Phoebus to safety.

Infiltrating the English embassy, Robin Hood and Little John found that Prince John was keeping many prisoners taken from Nottingham captive in the embassy. Though Robin noticed that his old enemy, the Sheriff of Nottingham, had fallen asleep outside the holding cells, he failed to see that Prince John's new captain of the guard, Pete, had seen their attempt to sneak in unnoticed. As Little John entered the jail to break out the prisoners, Pete made himself known and called the guards in to attack Robin, led by his personal guard, the Beagle Boys. However, the guards' attention was diverted when they saw Little John and the prisoners escaping with a large amount of the embassy's treasury for their trouble. As the soldiers went to stop the prison break, Robin engaged the Beagle Boys in a swordfight, but they outnumbered and disarmed him. Seeing they dropped their guard while he was seemingly weakened, Robin recovered his sword and incapacitated the Beagle Boys. As Pete's weasels tried to stop the prisoners, Little John knocked over a wagon full of wine barrels, crushing the guards. As the prisoners got into the wagon, Robin lowered the embassy drawbridge, allowing John to wheel the prisoners towards the safety of the forest. Just then, Robin saw that a small child had been left behind and ran back to retrieve her. As he did so, braving the hail of arrowfire, Pete closed the portcullis, sealing Robin in. Robin Hood slipped the child through the bars to Little John, but was forced into a corner by the weasels. Scaling the walls, Robin was forced into the moat by the embassy guard. As he tried to join his companions, Robin was badly injured by the guards' arrows, allowing them to capture him and haul him back inside.

Eager to test his new recruits and tired of waiting for Maleficent to deliver on her promise to give him Zeus' throne, Hades decided to bring Odin to Mount Olympus with the intention of taking the throne by force. As Odin summoned Ymir, the Chaos Lord of Ice, the messenger god Hermes saw them approaching the gates of Olympus and flew off to warn Zeus. Odin used his spear to break down the gates while Hermes rallied the other gods to defend their home. The smith god Hephaestus forged new lightning bolts for Zeus to use, tossing the weapons up to his king, who used them to blast off Ymir's arm. No sooner had this happened, however, than Ymir used the snow surrounding him to reform his arm. The rest of the gods charged into battle, but Odin conjured up a tornado, knocking them from their chariots and out of the fight. With Zeus the last one standing, Odin summoned Surt, the Chaos Lord of Fire, and the two Chaos Lords combined their might to imprison Zeus in a column of lava rock. Thanking Odin for his help, Hades declared himself the new king of the gods.

With their puppies having been abducted in the early stages of the war, the dalmatians Pongo and Perdita had been using the Twilight Bark network in an effort to find them. Called to a meeting with the great dane Danny, the two dogs were informed that Cruella de Ville had taken the puppies, but no one had managed to find where she was keeping them. Suggesting that Pongo and Perdita follow Cruella's ally Edgar, they found him riding his moped through the countryside. As Edgar was trying to lose the dalmatians, he woke up the stray dogs Napoleon and Lafayette, who were sleeping nearby. Edgar rode his moped through a channel, slowing Pongo and Perdita down as they waded through it. Edgar finally managed to lose the dalmatians at a crossroads, but Pongo and Perdita then encountered Napoleon and Lafayette, who told them that they had seen Cruella taking the puppies to her mansion. The two dogs then rushed off to rescue their puppies.

Back in Hawaii, the League of Extraordinary Gentlemice regained consciousness to find themselves prisoners of Ratigan, who had organized Stitch's kidnapping as a trap to draw the League to him. He also revealed that Stitch was not a dog at all but an alien lifeform, saying that someone had asked him to capture Lilo in exchange for an unspecified favor. While Ratigan threatened Lilo, Basil took advantage of his distraction to shoot the restraints holding Stitch, allowing the alien to attack Ratigan. Stitch threw a vase at Ratigan, but he ducked under the projectile and smacked Stitch away. Ratigan then threatened to kill Lilo if anyone attacked him again, but Bianca called him a rat, angering him and distracting him long enough for Stitch to throw another projectile at the criminal, allowing Lilo to escape. Basil and the League rallied and attacked Ratigan's thugs, with Gus managing to beat Fidget senseless. However, Ratigan knocked his attackers aside and escaped in the confusion.

While Simba recovered at the oasis where Timon and Pumbaa had raised him after his father's death, he was approached by Shere Khan. Though Simba was wary of the tiger, Khan allayed his suspicions by telling him that he was working with Simba's uncle, Scar. He told Simba that Tarzan was a threat that could not be ignored, explaining that Scar's servants had discovered that Tarzan was planning an attack on the Pride Lands.

In Hawaii, Lilo and Stitch thanked the League for reuniting them. Leaving the prisoners they had taken in the sewer battle in their care, the League departed to pick up Ratigan's trail. Meanwhile, Zurg and his invasion force, including Gantu, the rogue space ranger Warp Darkmatter, and John Silver landed near Forbidden Mountain to meet up with Maleficent. Frustrated with his defeat by the League, Ratigan was met by his secret backer, the alien scientist Dr. Hamsterviel, who derided him for losing Lilo and Stitch.

Brought before Prince John, Robin Hood was transferred into the custody of the Horned King, with John wanting to make sure his greatest enemy suffered terribly under the King's tortures. Outside of Paris, Peter Pan stumbled across Jim Hawkins, who had come to Earth to collect his thoughts after the run-in with John Silver. Making friends with Peter and Alice (who had decided to stay with the Lost Boys), Hawkins agreed to join them in overthrowing Frollo. Not far off, at Robin's secret hideout deep in the French forests, the liberated prisoners mused over what to do after Robin's capture when Esmeralda brought Phoebus to them. Remembering Phoebus' courage and his inspiring words to them during the escape, the group unanimously elected Phoebus as their leader. They were not the only ones inspired by the events of the breakout, as Frollo, impressed with Shan Yu's prowess in combat, made the Hun his commander-in-chief, unaware that Shan Yu already answered to Queen Grimhilde.

Finding Cruella's mansion, Pongo and Perdita were initially disappointed when they found it had already been abandoned, but then realized they were not alone. A group of other dogs and cats, including Dodger, Lady, Tramp, the kitten Oliver, the Alley Cats, and Pluto were also on Cruella's trail after she had either taken them or their loved ones captive. The group swore to help each other in their mutual goal to see Cruella face justice. Meanwhile, in the Native Land, Bambi was recovering from his battle with the black bear when Grandmother Willow spoke to him, asking him to look after a nature spirit known as the Spring Sprite.

United We Stand, Divided We Fall
Queen Grimhilde paid a visit to the Horned King in his citadel, offering an alliance with him, but he refused, saying that the Black Cauldron had all the power he needed. Grimhilde was infuriated by this rejection and left, swearing to make the King and his allies pay. At the same time, Hades was met in Agrabah by Jafar, much to both men's frustration, as they had bad history with each other. Nevertheless, both had been ordered by Maleficent to work together in killing Merlin and cutting off the head of the resistance.

As Grimhilde returned to her castle, still stewing after the meeting with the Horned King. Her allies, particularly Facilier, told her to forget the King for the moment and concentrate on the heroes. Facilier demonstrated his powers to Grimhilde by turning his lackey Lawrence into a doppleganger of the handsome Prince Naveen, one of Facilier's earlier victims. Intrigued, Grimhilde ordered Lawrence to use his disguise to infiltrate the group of heroes joining up with Phoebus.

Foreseeing the threat posed to him by Hades and Jafar, Merlin prepared to confront them. The Genie, Arthur, and Ariel were prepared to aid him, but Merlin refused, reminding them that they were all still targets for Maleficent and telling them to stay hidden. Reluctantly, they followed his orders. Back at the Horned King's citadel, the necromancer considered going to war against Grimhilde after she threatened him. Meanwhile, on their way to confront Merlin, Jafar expressed his joy at taking revenge on the heroes, but Hades reminded him that they hadn't won yet.

In Thebes, Hercules was searching for more heroes to add to their alliance, unaware that Gaston and his partner LeFou were also there, with Gaston looking to flirt with Megara, Hercules' girlfriend. However, Megara turned down Gaston's advances, only in town looking for Hercules. Angry at the rejection, Gaston confronted Hercules and challenged the confused demigod. Sucker-punching Hercules, Gaston managed to knock the hero down. Phil called to Hercules to use his head and, taking the advice literally, Hercules charged into Gaston head-first, knocking him into a puddle of mud. The townsfolk laughed at Gaston's misfortune, and Hercules departed with Meg, leaving Gaston humiliated.

Back in Hawaii, Lilo and Stitch were just getting back to their lives when Zurg's army arrived on Earth, attacking the city. Warp Darkmatter, the vanguard of the invasion force, attacked Lilo, destroying her house with his blaster. Seeing the threat to Lilo, Stitch came to defend her, but Zurg arrived at that moment and blasted him away with his eye-beams. As Stitch recovered, Warp fired on him with his arm-blaster, but Stitch caught the energy and threw it back at the dark Space Ranger, knocking him out. Zurg ordered his Hornet robots to attack, but Stitch caught their energy beams as well, further pummeling the helpless Warp. Fed up with the stalemate, Zurg brought out a net gun and snared Lilo and Stitch with it, to Warp's relief.

In Louisiana, Madam Medusa had captured the frog princess Tiana, another victim of Doctor Facilier, intending to take her to Maleficent to use to summon Chernabog. However, Tiana's lover, the true Prince Naveen, also a frog, witnessed the kidnapping and used his tongue to latch onto Medusa's boat, following her back to her lair in an old steamship. Medusa's pet alligators Brutus and Nero caught Naveen's scent, but he wasn't alone, having brought the alligator Louis and firefly Ray with him. Showing himself, Naveen frightened Medusa, who ordered her henchman Snoops to attack the frog with a broom, only for Naveen to dodge the clumsy attacks. In the chaos, Snoops destroyed the chair Medusa was standing on. Recovering, Medusa threw a frying pan at Naveen, who dodged, but left himself open for Snoops to crush him with a book. Louis moved in to help, but Medusa retrieved a shotgun and shot the alligator in the tail. Ray charged into Medusa, knocking her down, but as Naveen managed to release Tiana, Brutus and Nero charged in to devour them. The two frogs knocked the cage that had held Tiana down on the alligator's heads, giving them a path to the exit. Medusa had recovered and tried to shoot them, but her gun jammed. As the heroes leapt overboard, Medusa managed to get the gun working again, but nearly shot Snoops as it went off. As she watched the heroes escape into the bayou, Medusa was left to vent her rage on her henchmen.

At Merlin's cottage, the Genie, Arthur, and Ariel pondered their next move since Merlin had refused their aid. However, Archimedes said that he was also concerned about Merlin and decided to take one of them with him to check on Merlin. Arthur was chosen, but since he still had to stay hidden, the Genie transformed the boy into a sparrow. Arthur and Archimedes flew off, catching up to Merlin as he confronted Hades and Jafar at an old ruin. Hades tossed a large barbell at Merlin, but the wily sorcerer teleported out of the way, blasting Hades with a bolt of ice that froze the lord of the dead. Jafar fired a blast of his own, causing Merlin's beard to grow out of control, covering his face. As Hades broke free, Merlin transformed into a goat to ram him, but Hades forced him back with a storm of fire. Merlin transformed into a mouse to escape underground, but Hades shot a bolt of fire into the hole and forced him back to the surface. Seizing his chance, Jafar imprisoned Merlin in a lamp. Enraged, Arthur tried to attack the villains, but Archimedes held him back, warning him not to make any hasty decisions.

Hearing that a strange Beast had been sighted, McLeach ordered Clayton to find it and bring back its head. Curious about the challenge, Clayton found the Beast traveling through the territory near the Horned King's citadel with Mulan and Quasimodo. Ambushing the group, Clayton tried to shoot Mulan, but the Beast charged him and knocked him to the ground, where the two struggled. As the Beast made to rip out Clayton's throat, the hunter managed to kick his opponent away. Just then, Governor Ratcliffe arrived with a battery of cannons, having been called in by Clayton as backup. As the groups engaged each other, Clayton shot the Beast in the shoulder, knocking him down. Just as it seemed Clayton had won, McLeach arrived on the scene, having come to check on Clayton's progress. However, both he and Ratcliffe soon came to realize that Clayton had been playing them both. As the poacher and the governor angrily confronted the duplicitous Clayton, the heroes managed to escape.

Searching for the escaped prisoners in a village in the French countryside, the Sheriff of Nottingham came across Aladdin, who was looking for other heroes to join Hercules' resistance movement. Thinking that Aladdin may be connected with the prisoners, the Sheriff sent his guards to attack, but Aladdin managed to outrun them. The Sheriff drew his sword to deal with Aladdin himself, only for Aladdin to nimbly dodge his attacks. More guards moved in to aid the Sheriff, only for Aladdin to knock over a stack of barrels, scattering them. Escaping over the rooftops, Aladdin managed to lose the guards, who departed empty-handed. At that moment, an impressed Esmeralda approached Aladdin, who agreed to accompany her to meet Phoebus.

Hearing from Kaa that a llama and a human had been seen wandering through the Pride Lands, Scar sent Shenzi, Banzai, and Ed to dispose of them. The hyenas found the llama Kuzco (actually the former emperor of the Incas, having been transformed and deposed by Yzma) on his own and gave chase. They soon cornered him at the edge of a cliff, but Kuzco's human friend Pacha swung in on a vine to rescue him. However, the hyenas simply dodged to the side and let Pacha pass harmlessly by. Coming back around, Pacha managed to grab Kuzco and swing to safety, but they ran into a log, unwittingly tying themselves around it. While the two were arguing, Shenzi moved in and broke the log, sending both plummeting into the ravine.

At his English castle, Prince John was eager to replace the escaped prisoners with new ones, not wanting to appear incompetent before Maleficent. Meeting with the rogue Brer Fox, John was promised that the fox and his partner Brer Bear would find new prisoners in the peaceful 100 Acre Wood, which had thus far managed to remain untouched by the war. Arriving in the woods, the troublesome duo chased after Winnie the Pooh and his friends, hoping to capture them and claim John's reward. Managing to corner the group, Brer Fox prepared to apprehend them when Pooh came up to the two villains and offered them honey. Brer Bear was tempted by the offer, to Brer Fox's confusion, sparking an argument between them. While the two were distracted, Tigger threw Piglet into a nearby tree, knocking a beehive onto Brer Fox's head. Brer Fox pulled the beehive off and threw it at Brer Bear, but the bees attacked him as well. The two ran off with the bees in pursuit while Pooh and his friends watched.

Returning to Forbidden Mountain, Jafar and Hades presented her with the lamp containing the captive Merlin. With the greatest leader of the heroes captured, Maleficent and her army prepared to step up the offensives against the remaining resistance. As Arthur and Archimedes told Ariel and the Genie what had happened, they decided they were no longer safe in Merlin's cottage. At Ariel's suggestion, they chose to seek refuge in the sea. The Genie transformed Ariel back into a mermaid and Arthur and Archimedes into fish, and they escaped beneath the waves before Maleficent's forces could find them.

While debating a suitable punishment for Clayton, McLeach and Ratcliffe also decided to join forces, since they were seeking similar goals. As a group of crows watched, Pinnochio's mentor Jiminy Cricket found the puppet boy, having escaped from Frollo's prison, being escorted back into Paris by Foulfellow and Gideon, who were telling him about the Coachman's circus. Jiminy hurried after them to stop them, while the crows curiously followed. Meanwhile, having learned about Zurg's involvement in the attacks on the Galactic Federation, Buzz Lightyear led a team including new faces such as the robot BEN, Stitch's creator Doctor Jumba and his friend Pleakley to stop Zurg's invasion of Earth.

Surviving the fall from the cliff, Kuzco and Pacha met Naveen, Tiana, and their friends. Learning that the two frogs were also trying to find a way to become human again, Kuzco and Pacha decided to join them. Returning to Thebes, Aladdin presented Hercules with the French resistance movement led by Phoebus, giving Hercules hope that they would soon be able to strike back against Maleficent. However, the group was unaware that Lawrence, still disguised as Naveen, had successfully infiltrated their ranks...

The Greatest Show On Earth
In the Native Land, Bambi, Kenai, and their friends were called together by the Forest Elders, including Grandmother Willow, the mandrill shaman Rafiki, and the voodoo priestess Mama Odie. The Elders warned the gathered animals that they had divined that Maleficent, if the captured princesses were freed before they could be sacrificed to Chernabog, was prepared to use the ancient spirit of destruction, the Firebird, to kill enough innocents to summon the Black God. Since the Spring Sprite was the only being that could summon the Firebird, they must keep her from falling into Maleficent's clutches. In addition, the Elders had foreseen that heroes like Pocahontas, Kuzco and Pacha, and the Seven Dwarfs would play crucial roles in defeating Maleficent, but needed help against the forces of evil.

Back in the 100 Acre Wood, Pooh and the other animals discovered that their friend Christopher Robin had disappeared. Given supplies by Owl, Pooh and friends set out to find him. Meanwhile, the Disney Dogs and Cats were informed by new members Colonel and Sergeant Tibbs that they had found the hideout where Cruella and her crew were hiding Pongo and Perdita's puppies, as well as Duchess and her kittens. So informed, the animals headed to the pound to rescue their friends.

Searching for Snow White, the Seven Dwarfs were found on the road by Mama Odie, who told them that the princess had been abducted by Facilier and brought to Forbidden Mountain. The Dwarfs, along with the Forest Animals that accompanied them, immediately changed course and headed towards the Mountain. In Paris, children from all around the world, including Brer Rabbit, the Lost Boys, Pinocchio, Lampwick, and the Darling children Wendy, John, and Michael were attracted to the Coachman's circus. Catching up to the children, Jiminy tried to find Pinocchio and warn him, but was blocked by the Crows, who were wanting to watch the circus show themselves. Fed up with the Crows' antics, Jiminy left them to find Pinocchio himself. Unseen by the children, crows, or Jiminy, the Coachman and his goons locked the gates behind them to ensure none of the children could escape what the Coachman had planned for them...

Impatient with the efforts to locate the escaped prisoners, Frollo decided to set out and capture other heroes to replace them. Tasking his generals with searching the world for potential captives (especially the hidden gypsy camp known as the Court of Miracles), Frollo and his elite guard set out to break up a gathering they had heard was taking place nearby. They found that the gathering was between the Mad Hatter, March Hare, and Mr. Toad, who were celebrating their un-birthday parties. Seeing the three as easy targets, Frollo and his men apprehended all of them.

Returning to the Pride Lands, Ratcliffe and McLeach told Clayton they had concocted a scheme to punish him for double-crossing them and advance Scar's plot to play Tarzan and Simba against each other, all at the same time. To this end, Yzma and Zira arrived and explained that Scar wanted it to appear that Simba and the lions had launched an unprovoked attack on gorilla territory. To make the illusion possible, Yzma used one of her potions to transform Clayton into a lion with the appearance of Simba. With Ratcliffe and McLeach satisfied, Clayton and Zira set out. Clayton and Zira arrived at the gorilla nesting grounds with Zira's lioness militia. However, Mowgli and his friends had also arrived, seeking refuge from Scar's attacks. Thinking fast, Mowgli knocked sand into Clayton's face, stunning him. As Zira pursued Mowgli, Tarzan jumped in to face Clayton. Bagheera tried to protect Mowgli, but Zira knocked him aside. As Clayton tried to join the fray, Baloo tackled him, knocking him to the ground. Tarzan and the other heroes assembled, presenting a united force against Clayton and Zira. Realizing that they had lost the element of surprise and the battle, the lions retreated, but the job had been done. Tarzan swore that any further incursions into gorilla territory would be met with lethal force.

Tasked by Frollo with assisting Zurg by capturing the loved ones of the Galactic Federation's taskforce, Captain Hook and his crew traveled into space and found Jim Hawkins' mother Sarah at her inn. Breaking in after dark and catching Sarah off guard, the pirates took her captive and returned to Earth with their hostage.

Hearing that one of the ships in Zurg's invasion fleet had crash-landed near Forbidden Mountain, Peter Pan and Jim Hawkins set out to capture it to use as their own. Though the crash-site was guarded, the two youths found that the bumbling Abis Mal and his men were the ones tasked with watching the ship. Peter flew into the rigging and started taunting Abis Mal and his bandits. As Mal's goons tried to attack him, Peter evaded their clumsy efforts and caused them to run into each other. While the bandits were distracted, Jim knocked a spinning piece of machinery into them, bowling them over. Peter then threw a knife at Abis Mal, slicing his hat apart. Jim fired on Mal with his blaster pistol, forcing him to run for cover. Peter then used the rigging to launch himself at Mal, knocking Mal off the ship and into the water. Jim and Peter then claimed the ship and departed with it; though the ship's flight capabilities had been damaged beyond repair, it could still function as a conventional ship.

Hearing that some resistance against his rule had been assembling in England, Prince John decided to return and make an example of one of the rebellious fiefdoms, lorded over by the knights Sir Ector and Kay. As John's soldiers assaulted the castle, frightening the Scullery Maid, Kay rode in with a horse and lance. Seeing the attack coming, Pete stepped in and knocked Kay off his horse with a well-timed sword swing, knocking him into the castle's keep and causing it to collapse. John captured both Ector and Kay, bringing them back to France for Frollo to deal with.

Finding the pound where Cruella and her allies were hiding, the Disney Dogs and Cats found the group celebrating their recent successes. Breaking in, the dogs squared off against Cruella's forces, who quickly rallied to defend their prisoners. Edgar, Brutus, and Nero engaged the dogs as Madam Medusa fired potshots at them with her shotgun. During the confusion, Sergeant Tibbs set the puppies and the cats free. As Pongo broke off from the melee and tried to attack Medusa, she knocked him into a wall with her cane, stunning him. Edgar closed in and tried to stab him with a pitchfork, but Pongo ran between his legs and bit him on the buttocks. As Sergeant Tibbs tried to sneak away with the puppies, Medusa spotted them and fired on them, forcing them back. Pluto tried to help, but was injured by a shot from Medusa. In the midst of the fight, Jasper threw a bottle at a window, breaking it. As Cruella and her forces began to get the upper hand, Dodger's owner Fagin crashed through the window on his motor-scooter, knocking the villains aside. Sergeant Tibbs and the Colonel leapt out the window to safety, while the older dogs and cats joined Fagin on his scooter as they fled the pound.

Making sure that Frollo's rule of France was undisputed, the Queen of Hearts and Shan Yu laid siege to a castle where a minor King and his Grand Duke ruled. The King's royal guard moved to defend their ruler, but the card soldiers serving the Queen overwhelmed them with their vast numbers. The Queen herself frightened the King and Grand Duke into submission, taking them as more prisoners for Frollo.

At the Coachman's circus, the children were enthralled as Stromboli introduced them to the night's main event: a magic show by the famous Sarousch. The show began harmless enough, with Sarousch performing simple tricks, but everything changed when he demonstrated his conjuring skills by calling forth the mischievous Pink Elephants. As the children watched with a mixture of fear and delight, the Elephants were joined in their performance by a group of sinister clowns. Suddenly, the true nature of the circus began to reveal itself as Lampwick began transforming into a donkey. As the children noticed what was happening, Sarousch used his magic to summon a horde of shadow demons to keep them from escaping. The children could only watch in horror as Lampwick transformed completely, screaming all the while. Alerted by the commotion, Jiminy Cricket entered the big top just as Pinocchio started to transform as well. Though most of the children had already been taken captive, Pinocchio and Jiminy fled. As the Coachman's goons gave chase, the pair leapt into the river to escape them.

The following morning, Frollo looked over his new prisoners, congratulating his generals for their work. Paying them a substantial reward, Frollo then escorted the prisoners to the Palace of Justice.

The Betrayal
As the circus show came to an end and the Coachman's allies took the attending children prisoner, he introduced them to some of the other children he had taken captive since the beginning of the war, including the Australian boy Cody, the New York girls Penny and Jenny Foxworth, and many others. The Coachman explained to the children that he planned to turn them all into donkeys and sell them as slave labor to fuel Maleficent's war machine. Back in the African jungles, Tarzan told Mowgli of his previous encounters with Simba and the threat he believed the lion posed. Despite Tarzan's warnings, Mowgli was determined to confront Simba and convince him to leave the apes alone.

Having been called by Queen Grimhilde to accompany her faction in the ambush on the heroes led by Hercules, Aladdin, and Phoebus, Shan Yu left Paris, though Frollo was suspicious of the Hun's motives. Meanwhile, on Forbidden Mountain, Chernabog's spirit contacted Maleficent and Hades, asking them to hasten their efforts to sacrifice the princesses to him and bring him into the mortal world. Both villains assured him that his time was coming very soon.

Following Ratigan's trail, the League of Extraordinary Gentlemice found themselves at the Horned King's citadel, only to walk into another trap left by Ratigan. The mice found Lucifer waiting for them, but as they tried to evade their old enemy, they found he had back-up in the forms of Ratigan's pet Felicia and Lucifer's mate Pom-Pom. Pom-Pom leapt at Dumbo, stunning him as Lucifer knocked Basil down with a stamp of his paw. As Lucifer and Pom-Pom closed in on the mice, Jaq threw a button at Lucifer's nose, angering him. All three cats surrounded the League, but Basil called in Toby once again. Toby evened the odds, chasing Felicia down the hallway, giving Jaq and Gus an opening to set Lucifer's tail on fire, sending him into a panic. Felicia managed to reach a ledge, putting her out of Toby's reach, but as she hopped down, she realized one of the Horned King's guard-dogs was in the room with her. The dog tore her apart, presumably killing her. However, the noise alerted Lady Tremaine to the intrusion. As Lucifer looked on with sadistic glee, Lady Tremaine used her wand to transport the League into the King's dungeons.

Though she may have lost the puppies, Cruella was determined to get them back, and she and her gang leapt into their respective vehicles to give chase to Fagin and company. However, they were unaware that Napoleon and Lafayette had noticed what was happening and decided to intervene. As Cruella caught up to Fagin and tried to run him down, he drove into a subway station to lose her, only for the villains to follow him. Cruella and Medusa followed Fagin onto the train tracks, but Edgar made a wrong turn and came back to the surface, where Napoleon and Lafayette were waiting for him. Biting at Edgar, they managed to knock him from his motorcycle and took control of it themselves. However, the dogs soon found themselves heading for the railway, where they ran into Medusa, splitting the motorcycle and sidecar apart, while Medusa was knocked into a ditch on the side of the road. Edgar managed to get back onto the still-drivable part of his vehicle and rejoined the chase. Cruella, sick of playing games, had Horace and Jasper take over driving her truck while she climbed onto the hood. Jasper rammed the car into Fagin's motor-scooter, allowing Cruella to grab one of the puppies. As she gloated, Oliver saw what was happening and pounced on her, biting at her. Cruella threw Oliver off her, but Dodger managed to catch him. With Fagin distracted by the attackers, Tito took over driving the scooter and, seeing a train coming, drove up onto the side of the railway bridge. Cruella and her minions were not as fortunate, as the train knocked them off the bridge, though they survived. Satisfied that their friends had gotten away safely, Napoleon and Lafayette headed back to the countryside to get some sleep.

En route to Grimhilde's castle, the Seven Dwarfs found that the only road passed through the Horned King's citadel. Deciding that they had no other options, the Dwarfs tried to sneak through, but the King's barbarian warriors and Gwythaint dragons spotted them and moved in to attack. The King's lackey Creeper led the charge, only to be beaten back, shoved in a barrel, and rolled away. As the Dwarfs continued to fight the Horned King's men, they were overwhelmed and sent tumbling down a staircase. But at that moment, the Beast arrived and scared the barbarians off. As the Dwarfs tried to press their advantage, the Horned King arrived and used the Black Cauldron to send them flying back with a gust of wind. Knowing the King was too powerful to try and attack again, the Beast ushered the Dwarfs to safety with Mulan and Quasimodo. Watching them go, the Horned King strangled Creeper for failing to stop them.

Although his men believed they had located the Court of Miracles, Frollo was ready to capture the gypsies, but didn't want to walk into a potential trap. Explaining his situation to the American hunter Amos Slade, Frollo sent him in to scout the area. Slade went to the area found by Frollo's generals, where he found a gypsy wagon passing through. Firing at the wheels, Slade forced the wagon off the road, only to be surrounded by gypsies under the command of King Clopin. Slade tried to shoot him with his gun, but Clopin threw fire at his feet, distracting him long enough to retreat into the darkness. As Slade traveled further into the Court, threatened with hanging by Clopin, he came across some skeleton puppets and, startled, raised his gun to defend himself. Clopin suddenly appeared and cut the heads off the skeletons with a sword, sending Slade sprawling back. Terrified by the experience, Slade fled from the Court, swearing not to cross the gypsies again.

Traveling through a desolate mountain range shrouded in mist, Pooh and his friends saw Aladdin flying through the sky on the Flying Carpet. Curious, they followed him to the resistance's hidden lair where Aladdin and Hercules returned from scouting the area. However, Pooh wasn't the only one who had found the heroes. Doctor Facilier suddenly appeared, revealing to the resistance how he had used Lawrence to infiltrate their ranks. As Queen Grimhilde arrived, a barrage of arrows from over the ridge sent the heroes running for cover. Facilier parted the mist, revealing Shan Yu at the head of the Hun army, ready to massacre the resistance. The Huns charged, and the heroes who could fight moved in to defend the non-combatants, with Lady Kluck and Aladdin both managing to hold their own against the Hun warriors. As Hercules confronted Grimhilde, she summoned her secret weapon: a deadly T-Rex. The heroes began to fall back with Shan Yu, the Huns, and the T-Rex in pursuit. Shan Yu caught up to Ichabod Crane and tried to slash him with his sword, but Ichabod narrowly avoided the strikes and managed to escape on his horse. Spotting Pooh and friends, the dinosaur moved to attack them, but Hercules came to their defense, picking up a large rock and hurling it at the T-Rex's head, knocking it back. Mounting Pegasus, he flew around the predator, leading it away from the innocent travelers. Confronted by Facilier, Donald Duck crafted a makeshift hand cannon and fired on the witch doctor, but missed, with the shot hitting the snow-covered mountainside, causing an avalanche. Hero and villain alike found themselves in the path of the avalanche and retreated, though Shan Yu and his Huns could not escape fast enough to avoid being buried. Though the heroes knew their hideout was lost, they took comfort in the fact that they had all survived the ambush and at least one of their enemies had seemingly been slain.

Regrouping outside the Horned King's citadel, Beast's group and the Seven Dwarfs were able to get to know each other, though Beast, Mulan, and Quasimodo were unsure if the Dwarfs would be able to fight if they found themselves in trouble again. As Clayton returned to McLeach and Ratcliffe, he reverted to his human form, though his wounds and humiliation gave his bosses reason to believe their debt had been settled. In the mountains, Pooh and friends regrouped as the avalanche subsided. Though they now recognized the danger posed by the war raging beyond the borders of the 100 Acre Wood, they knew that they could not abandon Christopher Robin and decided to continue their journey.

Though Amos Slade refused to go near the Court of Miracles again, the directions he gave Frollo allowed the Judge to move in with his army and take Clopin and all the gypsies prisoner. Finding the true Simba, Mowgli told him off for attacking Tarzan, only for Simba to deny any knowledge of the attack. Confused, Timon and Pumbaa followed Mowgli as he left, determined to get to the bottom of the matter. Unknown to any of them, Shere Khan was watching and vowed to dispose of Mowgli before he foiled the plot. With no word from the Lost Boys, Jim Hawkins, Tinker Bell, and Alice were concerned that they may have been captured, but Peter Pan insisted that they were fine and would be back soon. Meanwhile, as Shan Yu and a few other Hun warriors who had survived the avalanche returned to Grimhilde, they found Cruella, Medusa, and Edgar seeking an audience with the Queen. With their own plans in shambles, they decided to cast their lot in with Grimhilde.

In the forests, Bambi, the Patch of Heaven cows, Kenai, Koda, and newcomers Tod and Vixey, two foxes, and the rabbit Lucky Jack united to keep the Spring Sprite safe, though they couldn't help but feel that they were being watched. As the prisoners of the Horned King awaited the torture and execution that surely awaited them, they were found by the strange creature Gurgi, a friend of Taran, who freed them from their bonds. The group prepared to escape confinement and return to their friends. With Chernabog growing anxious to be given his promised sacrifice, Hades summoned a group of monsters like the Hydra, Monstro, and the Headless Horseman to give Maleficent an edge over the heroes.

Escape from the Horned King's Citadel
With the time of the sacrifice growing near, Maleficent looked over the princesses (Snow White, Aurora, and Cinderella) held in the dungeons of Forbidden Mountain to make sure that they were still safely imprisoned. Besides these three, the other princesses were held in her allies' strongholds so that none of the heroes could free them all at once. As the Horned King and his generals planned their next offensives, they were met by Sa'Luk, who had been sent by Hades to aid the King in whatever capacity he deemed necessary. Unsure of the newcomer's potential, the King tasked Sa'Luk with guarding the prisoners.

With Belle missing and no word from the Beast, Belle's father Maurice decided to go and search for her, concerned for her safety with the war brewing. Meanwhile, free from their cells but not wanting to alert the Horned King to their escape, Taran, Robin Hood, and the League of Extraordinary Gentlemice decided to split up and search for a way out without catching the attention of the guards. On Zurg's flagship, Lilo and Stitch waited for their fate when unlikely rescue came in the person of John Silver, who decided to release them from their cells. As they made their escape, Silver mused that the others would say he had "gone soft" if they found out, unaware that one of his crewmen, the sadistic Scroop, was watching.

On Pride Rock, Scar began to question Shere Khan's ability, since he had not yet participated in any of the battles himself. To show his true strength to Scar, Khan decided to attack a human village on the borders of the Pride Lands where, coincidentally, Denahi had just arrived to find recruits to drive out Ratcliffe's forces. As Khan emerged from the shadows and began attacking the villagers, Denahi and the village leader Atka rallied to drive him back. Despite the village warriors surrounding the tiger, Khan managed to inflict wounds on both Atka and Denahi in turn. Atka seized a torch and threw it at Khan, setting the brush on fire and forcing Khan to flee. However, the headstrong Denahi was not willing to let Khan get away and began throwing rocks at him. Khan charged, but Denahi saved himself by hitting the tiger over the head with his spear. Brushing the blow off, Khan retreated back into the jungle, losing Denahi. Angry with Denahi for antagonizing Khan and prolonging the fight, Atka refused to join him.

In the Native Lands, Alameda Slim approached Amos Slade, offering to go on a hunting trip with him to help him relax after his experience in the Court of Miracles. Slade agreed, and the two set off into the woods, where they quickly picked up the trail of Tod and Bambi. As Slade fired on Tod, the fox took cover under an old railroad line, and Bambi bravely drew Slim away from his hiding place. However, Tod was found by one of Slade's hunting dogs, Copper. Unknown to Slade, Tod and Copper had been friends since childhood, and Copper decided to try and draw Slade away from Tod as well. As Copper led Slade in the opposite direction, Tod climbed up the side of the railroad tracks to safety, only to be spotted by Slade's other hunting dog, Chief. As Chief cornered Tod on the tracks, Slim spotted the two of them as well and threw his spurs at a large boulder hanging over the tracks, causing it to fall. However, Tod dodged out of the way and the boulder hit Chief instead, knocking him from the tracks into a canyon. Copper rushed to his friend's side, finding him barely clinging to life. Tod and Bambi ran to safety as the hunters were distracted, though Copper watched them go with vengeance brewing in his heart.

As they explored the Horned King's citadel, Taran found his mystic sword (though he had yet to unlock its true potential). However, as Taran took the sword, he and Robin Hood were surrounded by Sa'Luk's bandit gang, the Forty Thieves. Robin drew his own sword and tried to hold the thieves off, but Sa'Luk entered the fray and easily beat down the heroes with his great strength. Sa'Luk moved in for the kill, but as he brought his weapon down, Taran raised his sword to block it, and the magic within the blade was finally unleashed, allowing him to overcome Sa'Luk. Taran and Robin fled with Sa'Luk and his bandits in pursuit.

Though the Native Land was firmly under his control, with the exception of a shrinking number of hold-outs, Ratcliffe would not be satisfied until his old enemies Pocahontas and John Smith were brought to him in chains. Rourke had already failed, and Ratcliffe was not about to trust Clayton again, so he brought in Captain Hook to find the Powhattan princess and the disloyal colonist. Finding the two on the shore, Hook fired on them with his cannons, but only succeeded in destroying some trees. Deciding to take the fight to Hook, Pocahontas and Smith boarded the Jolly Roger and began engaging the pirates. While Smith and Pocahontas' raccoon companion Meeko fought off some of the crew, Pocahontas knocked out Smee, but was then cornered by Hook. Smith intervened and engaged Hook in a sword duel, managing to get the upper hand and knock Hook down. However, Hook managed to recover and slashed Smith across the chest, grievously wounding him. As Hook moved in to finish Smith off, Pocahontas' hummingbird Flit flew into Hook's sleeve, distracting him. Getting back up, Smith managed to muster enough strength to knock Hook and Smee into the hold. The pair escaped back to shore while Hook took his anger out on Smee.

Meeting up with the League in the Horned King's innermost sanctum, Taran and Robin Hood were disturbed to learn that they still had not found an exit that was not being guarded. However, they did find a large steel cage holding a female figure. Before they could investigate, the Horned King's minions and allies stormed in, having been alerted to the escape attempt by Sa'Luk. The group tried to flee but found the King's minions cutting off all routes of escape. Things looked hopeless as the King's generals and soldiers closed in, aiming to kill the prisoners rather than risk another escape. With no other options, Taran cut the chain holding up the cage, thinking it could knock out some of the King's minions. However, as the cage broke open, the prisoner within was revealed to be none other than the Atlantean Princess Kida. Unleashing powerful and unrestrained blasts of magic energy, Kida knocked Sa'Luk from the citadel walls to his death. As Kida's powers threatened to bring the building down, both heroes and villains fled for their lives. Just as the heroes escaped to the wasteland outside, they turned to see the citadel collapse into rubble. At last, Kida managed to get control of her powers, landing next to the heroes and explaining her situation to them. Though initially frightened by Kida's power, the heroes agreed to help her return to Milo.

Though Chief would survive his injuries, Copper blamed Tod for the accident, realizing that if he had allowed Slade to catch Tod, Chief would never have been put in harm's way. As Copper swore to kill Tod himself the next time they met, Alameda Slim introduced Slade to McLeach's hunting party, telling him that they would make certain that Tod was caught. As Denahi returned to Pocahontas and John Smith, he found that Smith had been mortally wounded during the fight with Hook, and was not expected to recover. As Pocahontas promised to find a way to help Smith, Denahi swore to do whatever was necessary to conquer his own demons so he could commit himself fully to the war against Maleficent.

The Mouse Returns
While wandering the wilderness looking for Belle, Maurice unknowingly wandered into the forests near Forbidden Mountain, but he wasn't alone. Hearing ghoulish laughter in the darkness, Maurice's horse, Philippe, got spooked and started running wild. As the laughter continued, Philippe was backed up to the edge of a cliff, bucking Maurice off and running away, pursued by a pack of wolves. As Maurice collected himself, the source of the laughter was revealed to be the Headless Horseman, sent by Hades to guard the entrance to Forbidden Mountain. Terrified, Maurice fled as the Horseman pursued him. Coming to the gates of a castle, Maurice forced open the gates and managed to elude the evil spirit. However, Maleficent found Maurice and took him captive for straying into her territory.

After escaping the destruction of the Horned King's citadel, Ursula returned to the seas to focus her efforts on rooting out Ariel and her allies. Meeting with Marina Del Ray, a corrupt former advisor to King Triton, Ursula tasked her with capturing Ariel's human lover Prince Eric to force Ariel out of hiding, even lending Marina the magic shell that gave her control of Monstro. Finding Eric's ship, Marina summoned Monstro to destroy the vessel, the whale's thrashing threatening to swamp it. Seeing Monstro charging, Eric took the wheel and tried to steer the ship out of Monstro's path. However, he was too late to prevent Monstro from ramming the ship, knocking Eric and the other crewmen overboard. As Marina and her eels captured the crew, Eric climbed up a loose rope back onto the ship and again tried to sail for safety. However, Monstro again proved faster, smashing the ship into splinters with a slap of his tail. As the crew who had managed to escape Marina watched, Eric sank beneath the waves, where Marina took him to Ursula.

Tasked by Queen Grimhilde with rebuilding their forces after the avalanche during their ambush of the resistance forces, Doctor Facilier called on his Friends on the Other Side to help corrupt the shadows of heroes into more shadow demons under his control. The Friends first targeted Peter Pan and Jim Hawkins on their flying ship (though the flight mechanism was still broken, Tinker Bell was able to keep it aloft with her pixie dust), where they worked their magic on Pan, bringing his shadow to life. As Peter tried to get his shadow under control, the Friends menaced Alice and Tinker Bell. Tinker Bell managed to hold them off with her pixie dust, destroying many of the shadow demons. At that moment, Facilier's Shadow arrived to assist the Friends, kicking Tink to the ground. With Alice's help, Peter finally managed to catch his own shadow, but Facilier's shadow started to close in. Just then, Jim Hawkins arrived and destroyed the shadow with a shot from his blaster. Peter then reattached his shadow, regaining control of it.

Finding out that Buzz Lightyear had pursued him to Earth, Emperor Zurg tasked Doctor Hamsterviel and Professor Ratigan with disposing of his old enemy and his friends. As the two plotted their attack, Lightyear and the Galactic Federation taskforce broke into Hamsterviel's facility searching for Zurg. Hamsterviel deployed a squad of Hornets to battle the heroes, but after a short firefight, Doctor Jumba destroyed the robots with his blaster rifle. Ratigan activated a defensive turret that shot beams of energy, breaking the Federation lines and sending the heroes diving for cover. Acting quickly, Mira used her powers to phase through the turret and tear out its wiring, destroying it. While Ratigan was distracted with the turret's destruction, Doctor Doppler shot him in the back with a blaster pistol, injuring him. Buzz and the other Federation heroes managed to destroy the remaining Hornets and even a large battle robot that Ratigan unleashed as a last line of defense. As the heroes closed in, the slippery Ratigan escaped on his airship, leaving Hamsterviel behind to be captured.

Donald and Goofy happened to see Hades passing by on his chariot and, on a hunch, they followed him to the Underworld. While they lost track of Hades, they found Mickey Mouse at long last, imprisoned in the life-draining waters of the River Styx. However, they found that such a valuable prize was not left unguarded, as Pain, Panic, the centaur Nessus, and the serpent-like Hydra were watching for rescue attempts. Nessus charged Donald, punching him into a wall despite Donald's attempt to threaten him with his sword. Coming to his friend's aid, Goofy delivered a fearsome headbutt, knocking Nessus out. As the Hydra closed in, Goofy readied a bow and arrow, but accidentally grabbed Donald and fired him into another wall. As Goofy pulled Donald free, the damage to the wall caused the ceiling to collapse, sending down a large boulder that decapitated the Hydra, seemingly killing it. As Pain and Panic watched helplessly, Donald and Goofy dove into the Styx, where they managed to free Mickey from his bonds before the deadly waters could claim them. In a last-ditch effort, Pain and Panic transformed into snakes and attacked, but the three friends got the upper hand and overpowered the demons. As the heroes escaped the Underworld, Panic exclaimed that Hades would punish them severely when he found out, but Pain reassured him that Hades wouldn't necessarily find out.

Exploring the swamps, Kuzco, Pacha, Naveen, Tiana and their friends stumbled across an old cottage. Louis and Ray were hesitant about entering, but the others decided to brave it, hopeful that whoever lived inside could help return Kuzco, Naveen, and Tiana to their human selves. However, the owners of the cottage, the sinister Witches of Morva, had other ideas, turning Pacha into a frog and toying with him. Turning Tiana back into a human, the Witches told her they would make the transformation permanent if she agreed to let them turn the others into frogs and eat them all. Despite the Witches' promise that she would not be harmed, Tiana refused, saying that she was willing to stay a frog and die with her friends rather than abandon them. As the Witches prepared to take Pacha away and eat him anyway, Tiana came to his defense, threatening the Witches and demanding they release him. At last, the Witches agreed to a compromise: they returned Pacha to human form and transformed Tiana back into a frog, telling them they were free to leave. However, if the group couldn't find a way to return to human form without the help of the Witches, they would all be turned into frogs and eaten. Tiana and the others agreed to the Witches' terms, not knowing that the Witches were in league with the Horned King and planned to keep the group from becoming human by any means necessary.

The Grand Councilwoman arrived on Earth at Buzz Lightyear's request, taking Doctor Hamsterviel into custody before returning to space. However, as he was taken away, Hamsterviel vowed that the heroes had not seen the last of him. The Coachman and his allies planned their next big show, an exhibition of animal performers such as the circus bear Bongo. However, they were unaware that Lilo and Stitch were watching.

Despite Pain and Panic's efforts, Hades quickly found out about Mickey's escape, promising to maim his lackeys for their failure after his coming meeting with Maleficent. Worried that the heroes would free the other princesses after the fall of the Horned King's citadel and the escape from the Underworld, Maleficent tasked Hades and Jafar with finding the Spring Sprite so they could use her to awaken the Firebird.

Returning to their friends in the resistance, Robin Hood, Taran, and the other prisoners of the Horned King met up with Aladdin and Hercules, who were also welcoming Mickey into their alliance. In recognition of Phoebus' leadership while he was indisposed, Robin promised to work together with him to lead the resistance against Frollo and Prince John. Having temporarily split off from the other escapees to continue the pursuit of Ratigan, the League of Extraordinary Gentlemice met up with the dogs and cats, teaming up with them. After a bit of hesitation, the animals agreed to aid the League. Meanwhile, Ratigan sought refuge in Queen Grimhilde's castle, where he was met by Doctor Facilier. Having heard of the Professor's exploits and seeing him as a useful ally, Facilier used his powers to make good on the promise that Hamsterviel had failed to uphold: he made Ratigan human-sized, allowing him to stand on equal footing with the non-animal heroes and giving him a distinct advantage over Basil.

While out flying, Ariel's seagull friend Scuttle saw Eric taken captive by Ursula and Marina, who used their magic to mesmerize the prince. Scuttle flew off to warn Ariel, not knowing that this was exactly what Ursula wanted. Calling John Silver to him, Zurg revealed that Scroop had told him that Silver had released Lilo and Stitch from confinement. Sick of Zurg's methods, Silver declared his resignation from Zurg's employ, but the evil emperor wasn't willing to let him go that easily. He told Silver that if he left, there would be no one to keep him from killing Jim Hawkins, whom Zurg knew Silver cared for. Reluctantly, Silver agreed to stay.

Naval Warfare
The Horned King, Lady Tremaine, and Bill Sykes returned to Forbidden Mountain after the destruction of the King's citadel, but they were in for a rude welcome. Maleficent was enraged with their failure, insulting them and telling them to stay at Forbidden Mountain so she could keep a closer eye on them. With the heroes captured by the King having returned to the resistance, they decided to spread out and search the world for any more champions they could bring to their side. Though this decision did not sit well with all the heroes, they recognized that they would need reinforcements if they wanted to take on Maleficent.

In the seas, Ursula's eel minions Flotsam and Jetsam had found where Ariel, the Genie, Arthur, and the other remaining members of Merlin's group were hiding. The eels revealed that Ursula had captured Prince Eric, but would release him if Ariel surrendered herself. Though the other heroes were sure that it was a trap, Ariel was unwilling to leave Eric to Ursula's mercy and swam off to find him.

Called off on another assignment by Maleficent, Jafar tasked Madame Mim with watching the prisoners in Agrabah, including Jasmine, Captain Shang, the Chinese Imperial Army, and the members of the Agrabah Royal Guard. Transferring control of Shang, the Royal Guards, and the giant Willie, his brainwashed bodyguard, over to Mim, Jafar left Agrabah in her hands.

With Pinocchio still missing, the Italian toymaker Geppetto, Pinocchio's surrogate father, was worried over the puppet boy's absence. Deciding he needed to go out and search for him, Geppetto hired the elderly pet-sitter Sarah to watch his pet kitten Figaro and goldfish Cleo while he was out. However, Sarah had two pets of her own that she brought along, the trouble-making Siamese cats Si and Am. As soon as Geppetto was gone and Sarah was out of the room, Si and Am emerged from their basket to look around Geppetto's home for food, catching the attention of Figaro. The two newcomers spotted Cleo and decided to make a meal out of him, pulling down the tablecloth that Cleo's fishbowl was resting on. Hoping to rescue his friend, Figaro grabbed the bowl with a hook attached to his tail, but Si and Am stopped pulling suddenly, knocking Figaro into the bowl and the bowl off the table. As Si and Am closed in, the Disney Dogs and Cats suddenly arrived, hoping to recruit Figaro and Cleo to their cause. Seeing what was happening, the large dogs chased Si and Am away. Thankful for the aid, Figaro and Cleo agreed to join the newcomers.

Watching Ariel coming to rescue Eric through her crystal ball, Ursula prepared to ambush the mermaid princess, amassing an army of sea creatures, including Marina del Ray's electric eels, the great white shark Glut, and the Atlantean defense construct known as the Leviathan, which Ursula had managed to take control of following Milo's departure from Atlantis.

Hoping to rise above the Horned King in the ranks of Maleficent's faction, Queen Grimhilde was informed about Mickey Mouse's whereabouts by her Magic Mirror. Professor Ratigan volunteered for the task of recapturing Mickey, eager to try out his new size and strength in combat. Catching Mickey alone, Ratigan beat him to the ground before the mouse could draw his blade. Pulling a bell out of his coat, Ratigan used it to summon the T-Rex, having been given custody of the dinosaur by Grimhilde after the mountain ambush. As the T-Rex prepared to attack, Donald and Goofy arrived and used a pulley system to lift Mickey into the air while dropping a large object on the T-Rex, crushing its skull and killing it. Mickey attacked Ratigan with his rapier, wounding him, but before he could finish off the mastermind Shan Yu arrived and escorted Ratigan to safety.

While Beast and Quasimodo were seeking a way to rescue Belle, the Beast's servants watched over his castle, helped in this task by the gargoyles Victor, Hugo, and Laverne. The tedium of their vigil was broken, however, when they saw Abis Mal and his bandit gang coming up the road, hoping to loot the castle while the Beast was out. When the bandits entered the castle, they found it seemingly empty except for furniture, but the situation changed when the furniture sprang to life and attacked. The Beast's servants put up a valiant defense, attacking however they could, with the Wardrobe even body-slamming two of the thieves. The gargoyles also joined in, with Victor dropping a brick on one and Hugo knocking down a chandelier on several more when they moved in to attack. Sneaking up behind some of the bandits, Lumiere ignited his head, burning the looters. Deciding to strike at Abis Mal, Hugo chewed up a pebble and spat it out like a machine gun, sending Mal ducking for cover. Some of the bandits thought they had found an easy target in Sultan, the footrest dog, cornering him in the kitchen. As they closed in, living knives and Chef Bouche, the fire-spouting oven, jumped in to defend Sultan, sending the bandits fleeing in terror. Cogsworth arrived with a Napoleon hat, a flintlock pistol, and a pair of scissors, sliding down the bannister and stabbing Abis Mal in the rear. Seeing they were outmatched by the stalwart defenders, Mal and his bandits retreated.

With Jafar gone, Jasmine saw an opportunity to try and free Shang, hoping Mim's mind control would be weaker than Jafar's. Reminding Shang of his oath to protect China, Jasmine succeeded in breaking Mim's control over him. However, Mim wasn't about to let them just walk out the door, calling the Royal Guards and Willie in to help contain the prisoners. Seeing their commander was free at last, Yao, Ling, and Chien Po rushed to Shang's aid and held off the guards. Willie proved a more dangerous foe, chasing after Shang and Jasmine, but as the giant moved in, Yao fired an arrow at Willie's head. Though the tiny projectile didn't do any damage to the giant, it distracted him long enough for the others to try and escape. Seeing her guards had failed, Mim transformed herself into a rhinoceros to attack on her own. Knowing they couldn't outrun Mim, Shang told Jasmine to run while he stayed behind to distract the witch. Reluctantly, Jasmine fled as Mim charged, knocking Shang unconscious. Although Jasmine was able to escape the palace, Mim took Shang back into custody.

Trying to find a way to return to Atlantis, Kida found Prince Eric under Ursula's control on the shore, with Scuttle trying to break the enchantment. Using Atlantean technology, Kida succeeded in freeing Eric from his mesmerism, and the trio headed out to sea to help their friends.

Beneath the waves, Ursula and her allies were lying in wait for Ariel and the other heroes, who had followed Ariel to make sure she was safe. Marina and her electric eels chased after Arthur while Glut appeared behind Ariel and Flounder, trying to maul them. As Genie prepared to help, the Leviathan arrived, managing to stand up to Genie's immense power and fire on him with its weapons, knocking him out of the fight. Just as it seemed the heroes were outmatched, the Atlantean army suddenly arrived on the scene, led by Milo and his team of loyal mercenaries. Ursula sent her minions to finish off Ariel's team while she hurled orbs of magic energy at the Atlantean ships, destroying several of them. Losing track of Ariel, Glut ran wild. Knowing he was closest to the shark and it would likely turn on him next, Arthur seized a broken arrow from the seafloor to use as a weapon. Ursula cornered Ariel and prepared to kill her with Triton's Trident, but Eric arrived with Scuttle and Kida and threw a harpoon at Ursula, cutting her arm and getting her attention. Taking advantage of Ursula's distraction, an Atlantean ship fired on her, knocking her into a wall. Recovering from the blast, Ursula spotted Eric trying to swim back to the surface, sending Flotsam and Jetsam to pull him back under and drown him. Sebastian and Flounder came to Eric's defense, attacking the eels and forcing them to release Eric. As Kida swam towards Eric, Marina tried to intercept her but Kida tossed her onto the ocean floor and pulled Eric to safety. Glut came after Arthur, but the future king tricked the shark into trapping itself in the hole of an old anchor, lodging the arrow into Glut's neck to kill it. More Atlantean ships converged on Ursula, led by Milo's mercenaries, but Ursula continued to pick them off with her magic. The Leviathan made to attack the Atlanteans, but Genie fired another blast of magic at it just as an Atlantean ship fired at the same spot, the concentrated fire managing to destroy the war machine. Ursula fired off another spell, scattering the Atlanteans and knocking Milo out of his vessel. Using the Trident's magic to grow to an immense size, Ursula smacked Milo's friends away with her tentacle when they tried to help him. As Ursula prepared to finish Milo off, Kida grappled with her, throwing off her aim. Ursula overpowered Kida and tossed her to the ground, but as Ursula was about to kill the heroes, the mercenary Vinny Santorini used dynamite to destroy a cliff above Ursula, crushing her under the rocks. It appeared Ursula had been defeated, but she tossed the rocks aside and made to attack the heroes again, but Genie came to their defense, shocking Ursula with electricity and knocking her out. Genie quickly transported the heroes back to the surface before Ursula could recover again.

Pinocchio and Jiminy Cricket finally returned to Geppetto's home, only to find the place abandoned, with Figaro and Cleo having left with the Dogs and Cats and Sarah having left to look for them. Outraged by Jasmine's escape, Jafar had the Royal Guards execute Shang by tossing him from a cliff into a river rather than risk another escape attempt. As Willie and the guards searched Agrabah for Jasmine, the princess met up with Yao, Ling, and Chien Po, who had also managed to elude Mim in the chaos of the battle. Finding her pet tiger Rajah in the courtyard, Jasmine bid a tearful farewell to her faithful companion, not knowing when or if she would see him again.

Meanwhile, downriver from Agrabah, Shang's horse was grazing by the riverbank when it sensed something in the water. Wading into the river, the horse was surprised when Shang's hand grabbed its bridle, with Shang having narrowly survived the fall. The horse pulled Shang to the safety of the riverbank as Shang thanked his loyal steed for saving him.

Wildfire
Despite Pocahontas tending to him, John Smith's condition was worsening after his run-in with Captain Hook. Just as all hope seemed lost, the Spring Sprite arrived with her companion, a noble Elk. Seeing Smith's circumstances, the Sprite used her magic to heal him. As the Sprite departed, however, two woodland animals watching nearby revealed themselves as Pain and Panic, heralding the arrival of Hades, who had been sent to capture the Sprite by Maleficent. To make sure Pocahontas and Smith didn't interfere, Hades had Pain, Panic, and Nessus seize the two.

At the same time, Clayton approached Queen Grimhilde looking to join her faction. He also spoke to Cruella and Madame Medusa about forming their own hunting party to rival McLeach's. Eager to save face with Maleficent after losing their captives to the Disney Dogs and Cats, they agreed.

On the slopes of Mount Saint Helens, the resting place of the Firebird, Hades finally cornered the Spring Sprite. Hades began tossing fireballs at the Sprite, who desperately tried to dodge. Eventually, one of Hades' fireballs hit their mark, knocking the Sprite to the ground. Growing to immense size, Hades seized the Sprite and took her to the summit to begin the process of awakening the Firebird.

After another meeting negotiating the proposed alliance with Governor Ratcliffe, McLeach was driving back to his hideout in the Pride Lands when he ran over Stitch in his halftrack. Getting out of his vehicle, McLeach found that Stitch had somehow survived the accident. McLeach opened fire on the alien with his rifle, but Stitch dodged McLeach's shots. Joanna attacked, but Stitch managed to hold his own in the struggle, escaping into McLeach's halftrack, where he released the lionesses loyal to Simba that McLeach had taken captive at the beginning of the war. When McLeach fired at Stitch once again, Stitch picked up an abandoned car and tossed it at the poacher, giving him an opening to retreat.

Continuing their search for Christopher Robin, Pooh and company were stopped by Doctor Facilier, who was hoping to bring them back to Queen Grimhilde and end their interference in the war. Facilier tried to trick the heroes by conjuring an image of Christopher imprisoned by the villains, telling them he would take them to their friend. However, the heroes remembered Facilier from the mountain ambush and refused to trust him. Deciding to take Pooh's group by force, Facilier used his voodoo powers to summon terrifying illusions to attack the heroes. As Pooh and his friends ran, Facilier called his shadow demons to pursue them. Just as it seemed Facilier's shadow had cornered them, Princess Jasmine pulled them behind a tree. As they hid, Facilier lost them and departed. Pooh and his friends decided to accompany Jasmine back to the resistance hideout.

While Pete and the Sheriff of Nottingham were giving Prince John the latest reports on the progress of the war, the Prince suddenly burst out in a rage, calling his generals out on their failures to capture the resistance. Deciding to commit everything he had to strike a blow the heroes could not recover from, John targeted Aladdin, knowing the Agrabah street thief was one of the key leaders of the resistance. Finding Aladdin flying past on the Flying Carpet, the Sheriff shot his bow at him, knocking Aladdin to the ground. Immediately, Pete, the Sheriff, the Beagle Boys, and John's various soldiers surrounded Aladdin as John commanded them to kill him. Seizing a quarterstaff, Aladdin desperately held off the Sheriff and John's guards. The Beagle Boys went to attack Aladdin from behind, but Abu threatened them with a scimitar, only to flee when the Boys brought out a large arsenal of weapons. Before Abu could escape, Pete grabbed the monkey and threw him into a jar. Meanwhile, the Sheriff got the upper-hand in the duel with Aladdin, cutting his quarterstaff in two with his sword. Before the Sheriff could kill Aladdin, however, the Flying Carpet came to his defense, knocking the Sheriff off his feet. Prince John personally entered the fray, wounding Aladdin in the arm with his sword. Taking advantage of Aladdin's weakness, the soldiers bound him while Pete tied the Flying Carpet around a post to keep it from interfering again. Aladdin, Abu, and the Carpet were all taken back to England.

Catching wind of John's strike against Aladdin, Jafar decided to complete the destruction of the resistance's leadership by eliminating Hercules. Rather than relying entirely on brute force, Jafar captured Megara to use as an ace before transforming into a gigantic cobra to battle Hercules. Snapping at Herc with his massive jaws, Jafar managed to knock the demigod's sword from his hands, but Hercules retaliated by simply punching Jafar in the face. As Hercules ran for his sword, Jafar tried to devour him whole, but Herc caught Jafar's jaws with his bare hands and forced him back. Managing to retrieve his sword, Hercules then mounted Pegasus and delivered several devastating blows to Jafar. Realizing that he was losing the fight, Jafar decided to fall back on his secondary line of attack. Returning to human form, Jafar brought Megara to his side and threatened to kill her unless Hercules agreed to sacrifice his strength. With Meg's life at stake, Hercules reluctantly gave in to Jafar's terms. Using his magic, Jafar drained Herc's godly strength out of his body before departing. Although Hercules remained free, Jafar had succeeded in removing the threat he posed to the villain alliance.

Accompanied by a pack of wolves loaned to them by Queen Grimhilde, Clayton's hunting party traveled into the Native Lands to try their luck at disposing of the animal heroes. The wolves immediately chased after Faline, but Bambi came to her defense, managing to fight off several of the wolves. As Madame Medusa sent Brutus and Nero after Tod and Lucky Jack, Tod got between Medusa and Brutus, baiting Medusa into accidentally shooting her pet. Jack followed up by punching Medusa in the face. Jasper came to Medusa's aid, attacking Jack with an iron bar, but the horse Buck stepped in and began fighting the thug. As Horace intervened, Buck kicked both he and Jasper into a tree. The wolves attacked Kenai, piling onto him and brutally mauling him, but the bear managed to throw them off, frightening them away. The tide turned as Clayton's poachers tried to tie up the Patch of Heaven cows and Buck, though Buck managed to break free of his bonds. Seeing they were outnumbered, Kenai hid Koda in a small crevice to protect him before rejoining the fight. No sooner had he done so, however, than Medusa and Snoops managed to trap him and hang him from a tree. Tod and Vixey huddled into a corner as the poachers threw a net over them. Bambi tried to escape, but as he leapt across a gorge, Clayton shot him in midair, grievously wounding him. As Bambi struggled to get back up, Clayton and his crew closed in on the animals.

Unknown to either the animals or Clayton's group, Hades and the Sprite were nearby, with Hades forcing the Sprite to use her powers to awaken the Firebird at last. As some of the other animals began to sense something was wrong, Koda slipped in unnoticed and freed Kenai from the snare. While the other hunters kept the animal heroes cornered, Clayton moved in to deal the death blow to Bambi, but before he could do so, the Firebird appeared over the ridge. The poachers were forced to flee as the Firebird unleashed its inferno over the land, consuming everything in its path. Though the other animals managed to free themselves from the hunters' traps and flee to safety, it appeared that Bambi would be lost to the flames. Just then, the Great Prince of the Forest arrived, urging his son to get up and fight for his life. With the Prince's aid, Bambi rose to his feet and fled just as the fire reached the spot he had been laying only seconds before. The two deer managed to narrowly escape by diving off a waterfall into the lake below. As the Sprite watched in horror, Hades took the Firebird, its appetite for destruction quenched for the time being, back to Forbidden Mountain.

As Hades and the Firebird returned, Maleficent and Chernabog were pleased, being that much closer to Chernabog's return to the mortal world. Back at Geppetto's home, Pinnochio and Jiminy Cricket were pondering their next move when a dove dropped a letter at their feet. Reading the letter, Jiminy discovered that Geppetto had been swallowed by Monstro while out looking for Pinnochio. The two set out for the sea, desperate to save the old toymaker.

Jasmine, the Chinese soldiers, and Pooh's group returned to the resistance, but they were met with grim news. They discovered what had happened to Hercules and Aladdin, with the latter's fate being especially hard on Jasmine. In Paris, Lilo and Stitch stumbled across the Coachman's circus, where they discovered the children being held captive and awaiting their terrible fate. Lilo and Stitch were forced to flee when Sarousch entered the room, though they swore to return to free the prisoners.

After his run-in with Stitch, McLeach decided to join Ratcliffe's faction, hoping to make up for his losses. At the same time, Simba decided the time had come to mobilize against Tarzan now that the lionesses loyal to him had been freed from McLeach. However, Timon and Pumbaa met up with Mowgli, determined to put a stop to the rivalry between the two lords of the jungle.

Back on land after their run-in with Ursula, Arthur, the Genie, and Eric promised to keep in contact with Ariel and Milo's team in case trouble arose again. The Witches of Morva watched with delight as Kuzco and Naveen's group searched in vain for a way to become human and stave off the Witches' plans for them. Suddenly, they were found by Rafiki, who said he could help them, much to the Witches' dismay.

At the Palace of Justice, Frollo decided he had had enough of Maleficent's interference in his plans to bring "justice" to the resistance, vowing that he would see her burn in Hell for her sorcery. However, he was unaware that Diablo was listening to his rants.

Frollo's Judgement
Searching for Tarzan, who had left on his own to seek help in the fight against the villain forces, Terk, Tantor, and the other gorillas stumbled across the devastation left by the Firebird in the Native Lands. Finding several of the animal heroes comforting the Sprite, whose power had been depleted by summoning the Firebird, they learned that many of their friends had been scattered in the chaos. Wishing them well, Terk and Tantor headed back into the jungle to find Tarzan.

Having escaped the Firebird's wrath, Meeko and Flit found Pocahontas and John Smith imprisoned in McLeach's hideout, having been left there by Hades. Before they could be liberated, however, McLeach and his hunting party returned and captured the two animals as well. In the Underworld, Hades was visited by The Fates and Zurg, who informed him of Maleficent's latest plan. Maleficent hoped to free the ancient and powerful Titans from their divine prison to use against the hero forces, but the Titans could only be freed when the planets aligned with Earth in an infrequent cosmic event. Zurg was to use his technology to force the planets to align early while Hades used his power to shatter the wards imprisoning the Titans.

Having heard of McLeach and Ratcliffe's incursions into the jungle, Tarzan traveled to the temple ruins inhabited by King Louie, an eccentric orangutan who had had dealings with humans in the past, to find out what he knew. However, no sooner had Tarzan arrived than he was confronted by Rourke, who had been ordered by Ratcliffe to kill the ape-man. As Louie's monkeys attacked Rourke's mercenaries, Tarzan confronted Rourke. Tarzan got the upper-hand at first, disarming Rourke and beating him with his own gun, but Rourke recovered and started beating Tarzan in turn. Jane tried to run in and help but Helga kicked her to the ground. Before Helga could finish her off, the monkeys ran in with a battering ram and knocked Helga away. Terk and Tantor arrived to assist, having been alerted by the commotion. Seeing that the tables may turn, Rourke decided to retreat, covering his escape by setting off explosives his men had laid around the temple. As the temple collapsed, Tarzan and his friends escaped as Louie tried to hold up the temple roof. Though Louie and his monkeys managed to escape harm, Louie failed to save his temple.

Having learned that Mowgli, Timon, and Pumbaa were close to discovering their plot to play Simba and Tarzan against one another, Scar and Shere Khan decided to eliminate them, but could not agree on how to do so. Frustrated with their bickering, Zira tasked Kaa with disposing of the threat posed by the trio, and Kaa decided to employ the Inca warrior who had been given Sabor's likeness, having taken control of the leopard after the failed attack on Hercules. Tracking down Timon and Pumbaa while they were separated from Mowgli, Kaa set Sabor on them. As Sabor gave chase to Timon, Pumbaa rammed the leopard. However, Sabor recovered and soon cornered the pair against a cliff. Noticing a fissure in the ground, Timon dove in and rushed under Sabor. As Sabor slashed at Timon, the meerkat evaded the attack and dug away at the ground, causing it to collapse under Sabor, who plummeted into a hidden cavern. As Timon and Pumbaa departed, Kaa could only watch in annoyance.

With the new circus show approaching, the Coachman tasked Foulfellow and Gideon with driving children towards Paris to be transformed into donkeys during the festivities. For this purpose, the two con artists unleashed the Coachman's new circus bear, Lumpjaw, into the woods. Meanwhile, the Russian boy Peter and his animal companions discovered the strange Cheshire Cat, who warned them of approaching danger. Lumpjaw arrived on the scene, making to attack Peter and his friends, only for the woodpecker Sasha to punch the bear in the face. Lumpjaw's clumsy blows were no match for Sasha's speed, but Lumpjaw turned his attention to Peter when Sasha evaded him. Lumpjaw made to crush Peter with a boulder, but Sasha swooped in and attacked once more, causing Lumpjaw to drop the boulder on his own head. As the Cheshire Cat laughed at the situation playing out before him, Lumpjaw turned his attention to the mischievous spirit. The Cat disappeared, but Lumpjaw could still see his footprints on the ground. Lunging for the Cat, Lumpjaw caught nothing but air, the victim of another trick. Reappearing back in a tree, the Cat continued to distract Lumpjaw while Peter and his friends ran for cover, not knowing they were heading in towards the circus as Foulfellow and Gideon had intended.

While Foulfellow and Gideon were trying to lure new prisoners towards the circus, the Coachman tasked Sarousch with re-capturing Pinocchio, determined to finish transforming him into a donkey. Sarousch used his magic to bring a Jack in the Box to life and enlarge it to human size, sending it after Pinocchio. At the same time, the young Nottingham rabbit Skippy and his friends had wandered away from the resistance headquarters to play. By chance, they ran into Pinocchio on the coastline at the same time that the Jack in the Box did. While Skippy was practicing with his bow and arrow, an arrow went off target and hit the Jack in the Box in the face while it was threatening Pinocchio. Angered, the living toy turned on Skippy, who confronted it to keep it away from his friends. The Jack in the Box drew a sword while Skippy brought out his toy wooden sword, with the Jack in the Box overpowering the young rabbit. However, as the Jack in the Box moved in for the kill, Skippy saw it drop its defenses and hit it in the nose, stunning it. Pinocchio and Jiminy took the chance to run but the Jack in the Box turned back to them and gave chase. As Pinocchio reached the edge of a cliff and tied his donkey tail around a rock, the Jack in the Box caught up and lunged at Jiminy, only for Jiminy to dodge and the toy to smash into a rock. While their enemy was dazed, Pinocchio and Jiminy jumped off the cliff into the water below.

Paying a visit to McLeach and his band of hunters, Maleficent told him of Frollo's planned treachery. To keep an eye on the mad judge, Maleficent ordered McLeach to send some of his men to keep Frollo concentrating on the heroes instead of her. After the skirmish with the Jack in the Box, Pinocchio and Jiminy explored the seabed searching for Monstro. Unknown to them, they were being watched by Flotsam and Jetsam. In Prince John's dungeons, Aladdin met the other prisoners John and Frollo had rounded up and discussed plans to escape.

In the Palace of Justice, Frollo continued his rants against Maleficent, to the annoyance of Captain Hook and the Queen of Hearts, who were growing restless and felt Frollo needed to act. At that moment, Gaston and Amos Slade arrived at McLeach's behest, telling Frollo that the Beast's group had been spotted in the area, and Quasimodo was with them. Frollo decided to ambush the group, much to Hook and the Queen's delight. As the villain forces surrounded the Beast's party, Frollo congratulated Quasimodo for leading his friends into Frollo's clutches. The Beast threw a rock at Hook's pirates, scattering them, but was then attacked by the Queen, who used a flamingo to beat the Beast back. Lefou cornered Mushu and threatened him with a torch, but Mulan intervened and swept Lefou's legs out from under him. Mushu then burned Lefou with his fire breath, sending him sprawling. Gaston then came after Quasimodo but the Beast rushed in to help and struggled with the hunter. Quasimodo assisted the Beast in subduing Gaston. Mulan then confronted Amos Slade, blocking him from entering the battle. As the Seven Dwarfs came to assist, Slade turned his gun on them, but Sneezy let out a large sneeze that caused Slade's rifle to misfire, blasting off his hat. Hook moved in next, engaging Mulan in a sword fight, but she got the upper hand and knocked him into a wall. As Frollo entered the fray, he had his soldiers and allies concentrate on the monstrous Beast, badly wounding him. Retrieving a dagger, Frollo made to stab the Beast to death, but Quasimodo finally gained the courage to stand up to his adoptive father, overpowering and disarming him. As he and the others moved in to protect the Beast, Quasimodo called Frollo out on his hypocrisy and cruelty. Even so, it seemed to be a lost cause, as Frollo's soldiers moved in to either capture or kill the heroes, when a bolt of magic suddenly teleported the group away. Seeing Maleficent's image in the smoke, Frollo believed the sorceress had interfered with his crusade yet again and finally decided to take arms against her.

Assassination
After finding out that Frollo had turned against her, Maleficent decided to nip another threat in the bud. Feeling the feud between Grimhilde and the Horned King could boil over into open conflict, she ordered the King and his followers to reenforce Grimhilde's forces at her castle. Reluctantly, the King agreed. Madame Medusa was forced to break the news to Bill Sykes, who was also none too happy about this arrangement.

Meanwhile, Tiana, Naveen, Kuzco, and Pacha (now dubbed "Team Human Again" due to their mutual goal) were led by Rafiki to Yzma's palace in the Andes Mountains. Rafiki departed, but not before leaving the team with the mysterious request to rub any lamps they found in the palace.

Eager to begin their hunting expedition, Alameda Slim told McLeach his contacts had informed him of a man named Winkie who could provide them with a hunting permit that would allow them to hunt any animal at any time. With McLeach's blessing, Slim and his crew, including the Willie Brothers, the corrupt sheriff Rico, and the smuggler Mr. Wesley set out for the frontier town where Winkie was last spotted. However, they were met not by Winkie, but by the Patch of Heaven cows and the town's sheriffs, José Carioca, Panchito Pistoles, and Pecos Bill. As Bill distracted Rico with his gunplay, José and Panchito knocked him off his horse with a heavy weight. Seeing his ally in trouble, Slim charged in with his bison, knocking the two birds aside. As Maggie made to enter the fray, Bill charged at Slim, knocking out Junior with a headbutt, then wounding Rico with a gunshot. As the Willie Brothers attacked Bill, he easily knocked them aside with his bare fists. Recovering, Panchito came to Bill's aid, using a matador's cape to stun one of the Willie Brothers as he rushed in with a shovel. Slim, armed with a branding iron, came to end the fight, but José and Panchito deflected his swings with a pinata. As Slim broke the pinata open, candy and gifts burst out, giving José and Panchito an opening to get behind Slim, who turned only to be met by a hail of gunfire from José's umbrella. It seemed Slim would be captured, but at the last moment, McLeach arrived in his halftrack, giving Slim and his posse a chance to escape. Though Slim evaded them, José, Panchito, and Bill were given motivation to seek out the other heroes.

Moving the Black Cauldron into Castle Grimhilde, the Horned King decided the time was right to show Grimhilde the Cauldron's true purpose, awakening the undead warriors known as the Cauldron Born. The King couldn't have chosen a better time to do this, as the resistance forces were approaching the castle, having heard of increased activity there. As the heroes came up the road, the Cauldron Born ambushed them, leaping out of a river and immediately butchering Ichabod Crane as the others watched in shock and horror. They didn't have long to mourn, as the King and Grimhilde's other soldiers emerged from the castle to reenforce the Cauldron Born. The heroes were left with no choice but to fight back, as Phoebus battled the King's barbarians and Taran engaged Shan Yu. Lucifer chased after Bernard and Bianca, but Jake jumped onto a clothesline and launched a bra at Lucifer, knocking him into a wall. Edgar then went after Bernard with a pitchfork, stabbing at him. As Cruella drove onto the battlefield in her car, Thomas O'Malley and Dodger jumped onto the windshield, distracting her long enough for her to crash her car in a snow drift. The alley cats swarmed Edgar, knocking him to the ground as Lady, the dalmatians and Dumbo confronted Roscoe and Desoto. Desoto kicked Dumbo, knocking him down. Timothy confronted the dogs to protect Dumbo as Roscoe moved in to kill him. Before Timothy could be harmed, Figaro slashed Roscoe on the nose, sending him recoiling in pain. The two dogs charged back in but Pluto intercepted them and held them off. As the fighting continued, more Cauldron Born arrived on the scene. Terrified, all of the animals retreated as Ratigan looked on in sadistic glee. Meanwhile, Cruella finally managed to get her car out of the snow drift and drove back into action.

Hearing from Shere Khan about the Firebird's attack, Simba and Nala went to investigate, not knowing that Ratcliffe was in the area setting up a new settlement and Khan intended to increase Simba's suspicion of humans. As the two lions closed in, Ratcliffe's dog Percy alerted Ratcliffe to the threat, and the colonists armed themselves for battle. Simba pounced on the young soldier Thomas, causing his rifle to misfire, sending a bullet between Ratcliffe's legs. Another man came at Simba swinging his rifle, but Nala knocked him back. Ratcliffe brought in his artillery, distracting the lions long enough to wound Simba with his sword. Ratcliffe's men moved in to finish the lion king off, but Simba escaped up a cliff under a hail of gunfire, followed by Nala. The colonists cheered in victory, though Ratcliffe warned them they would be back.

As Team Human Again searched Yzma's lab for a potion that could turn them human, they were met by Yzma, who revealed that she had snatched the last potion in anticipation of the heroes' arrival. To make matters worse, she was accompanied by the Witches of Morva, who told the group that, by taking assistance from a third party in their journey, they had broken their arrangement and would die for it. The Witches turned Kuzco into a frog to devour him, as Yzma summoned the Inca royal guard. As the Witches fired a magical blast at Pacha, he managed to dodge at the last moment, causing the spell to hit the guards and turn them into animals. Despite this setback, the guards charged in regardless, accompanied by the Witches. Seeing the Witches coming to eat Kuzco, Pacha knocked over some potions to stun them. As the smoke cleared, the heroes spotted the lamp Rafiki had mentioned, lunging for it at the same time as Yzma. Naveen grabbed it with his tongue and rubbed it, releasing Merlin, who had been trapped ever since the battle with Hades and Jafar. Eager for revenge, Merlin transformed one of the Witches into a squirrel before teleporting himself and the heroes to safety.

As the army of Cauldron Born bore down on the heroes, things were looking more and more bleak. Taran continued to battle Shan Yu, but was overpowered by the Hun general. As Shan Yu prepared the killing blow, Taran fired a magic blast from his sword, knocking Shan Yu back and letting Taran escape. The Horned King personally entered the battle and moved to attack Jasmine, but she splashed him in the face with a goblet of water from the river, distracting him. Doctor Facilier then arrived, eager to finish off Pooh and his friends after they evaded him in their last encounter. He summoned one of the King's Gwythaints and sent it after the 100 Acre Wood party, but Robin Hood and his Nottingham militiamen fired on the beast with their bows, slaying it. Madam Medusa fired on Moley with her shotgun, only for Yao, Ling, and Chien Po to return fire with rockets, blowing her gun up in her face. Mickey, Donald, and Goofy then engaged the Horned King's barbarian soldiers but Ratty intervened, setting off a rockslide on the barbarians. Morgana and Lady Tremaine cornered Esmeralda, but before they could kill her, Phoebus cut a rope which released a plank, knocking Morgana into the river. Before Tremaine could react, Djali distracted her by knocking her daughters to the turf. Seeing how the tide of battle was turning against him, the Horned King ordered his men to get their act together and kill the heroes. Lady Tremaine fired off a series of blasts from her wand, wounding several of the resistance soldiers. As the heroes started to retreat, Ratigan slashed Phoebus in the back, knocking him out. Just then, Hercules finally arrived, but was helpless against the villains without his strength. One of the King's barbarians easily knocked him out with a single punch. With their leader and last hope bloodied and beaten, the heroes broke into an open retreat. The King let them go, confident that he could see off another assault with his new army.

Although there were some setbacks along the way, Scar and Shere Khan's plot to sow discord between Simba and Tarzan went largely according to plan. One final thing needed to be done: they would murder Kerchak, alpha male of the gorilla troop and Tarzan's adoptive father, making it seem as if Simba had ordered the deed. As Zira's lions attacked a group of female gorillas, Kerchak emerged from the bushes to defend them. Shere Khan pounced on the mighty ape, but Kerchak caught him in midair and threw him back. Scar lept in from behind, knocking Kerchak down, but he recovered and pinned Scar to the ground. Noticing Khan coming around for another attack, Kerchak charged at the others but Zira slashed him as he approached, knocking him to the ground again. Mowgli, Timon, and Pumbaa, hearing the commotion, came to investigate as Scar ordered the hyenas to finish the job. Kerchak was no match for the sheer number of hyenas and was brutally mauled, despite Timon and Pumbaa knocking a few aside. Zira and Khan attacked the meddling duo, knocking them into the waiting coils of Kaa. Mowgli tried to escape and warn Simba of what was happening, but Kaa caught up to him and hypnotized him, taking him and the others off to eat. Scar, Khan, and the other villains left the mortally wounded Kerchak for Tarzan to find.

As Simba returned from the fight with Ratcliffe, Shere Khan was waiting for him, telling him that Tarzan had been hired by Ratcliffe to kill him. The only solution was for Simba to strike first. In England, having heard of the breakouts from his allies' fortresses, Prince John decided that a prisoner as valuable as Aladdin was a risk he didn't want to take. He ordered his men to prepare the street thief for execution.

Told by his men that more children were on the way, the Coachman prepared for his grandest show yet. Warned by Sarousch that there might be an escape attempt, he brought in all his allies to make sure everything went flawlessly. Meanwhile, deep in the mountains, Denahi waited for a vision to help him overcome his failures. As an eagle landed nearby, he believed it to be a message from his deceased brother Sitka. He followed the eagle as it flew off, hoping it would lead him to his destiny.

As the resistance retreated from Castle Grimhilde, the Beast's party was teleported there from Paris and greeted by the figure of Maleficent. The heroes believed they were about to meet their end, but were shocked to discover "Maleficent" was really Mama Odie, who had taken the guise to fool Frollo into focusing his forces on Maleficent's alliance. Odie also told the group what had happened at the last battle, telling them that they needed to find a way to destroy the Black Cauldron and the Cauldron Born.

In the sea, Pinocchio found Monstro, though not in the way he intended. Told by Flotsam and Jetsam of the puppet boy's arrival, Ursula commanded the great whale to devour him. Meanwhile, as the effects of Merlin's teleportation spell wore off, Team Human Again found themselves in the dungeons of Forbidden Mountain, where they were met by Flora, Fauna, Merryweather, and Prince Philip. Recognizing more allies would be needed if they were to take down Maleficent, Merlin told Team Human Again they needed to break out Maleficent's prisoners and meet up with the larger resistance force.

Finally tracking down Winkie, Alameda Slim paid him handsomely for the hunting permit he and McLeach needed to get their hunting party underway. However, he failed to notice that Winkie had a surprise in store for the hunters. On Planet Z, Emperor Zurg put the finishing touches on his planet-aligning device. Only one remaining part, the Unimind Device, was needed, and it happened to be on the ship that Jim Hawkins and Peter Pan had commandeered. Long John Silver was reluctant to go along on the mission, but knew that refusal would only make things worse for Jim.

Meeting up with the League of Gentlemice after the battle at Castle Grimhilde, Lilo told them about what she had discovered at the Coachman's circus. Knowing that the rest of the resistance was in no shape for an assault on the circus after the battle, the League and the Disney Dogs and Cats assembled to stop the Coachman once and for all. As José, Panchito, and Pecos Bill were on their way to meet up with the resistance, they stumbled across the forest hideout where Pocahontas and John Smith were being held captive. With McLeach having moved operations back to Pride Rock, the frontier heroes freed the captives and accompanied them into the wilderness.

As Scar and Shere Khan intended, Tarzan found Kerchak dying from his wounds. Though the gorilla told Tarzan that lions had attacked him, he passed away before he could elaborate. Tarzan was left to assume that Simba was responsible. Another fierce rivalry was about to heat up as Frollo assembled his army to bring Maleficent to justice, with Chernabog watching this new development with curiosity and delight.

The Night is Darkest...
As the resistance forces headed back to Thebes after the failed assault on Castle Grimhilde, Pain and Panic found them and began mocking Hercules for his lost strength. The other heroes came to Hercules' defense and fended the imps off, but Hercules was still shaken by the experience. He swore to find a way to get his strength back so he could fight once more. Back in the Native Lands, the animal heroes finally gathered again after the Firebird's attack, but not all of them had come out unscathed. To the shock of the others, Grandmother Willow revealed that Bambi had strangely been transformed into a fawn.

Returning to the Beast's castle, Mama Odie told the Beast's servants and Quasimodo's gargoyle friends about her plan for the assault on Castle Grimhilde. Telling them that the Beast and Quasimodo were already there, she led them to the castle to lend their assistance. While searching the seas for Ursula and her allies, Milo Thatch and the Atlantean mercenaries saw a spacecraft crash-land nearby. Going to investigate, they found the craft's occupants were Buzz Lightyear's Galactic Federation taskforce, who explained that, while on a scouting mission looking for Zurg's forces, they were shot down by Rourke's mercenaries. Knowing Rourke all too well, Milo and his friends agreed to help Lightyear's group find Rourke and bring him to justice.

On the way to Paris to confront the Coachman, the Disney Dogs and Cats and the League of Gentlemice found the crows that had witnessed the first circus show. Now knowing the danger posed by the Coachman, the crows vowed to help the heroes and make amends for their previous inaction. Noticing Dumbo, they helped him learn to use his enlarged ears as makeshift wings, allowing him to fly.

Taking advantage of the chaos caused by the first attack on Castle Grimhilde, Belle escaped from the castle dungeons. Knowing this, and surmising that the Beast was nearby, Dr. Facilier called in Grimhilde's servant, the huntsman Humbert to find and kill the Beast while he himself went after Belle. Humbert was reluctant to murder a man in cold blood, but with his own life threatened by Facilier, agreed to the grim task. Humbert found the Beast's group and stalked them with his dagger drawn, watched by a pack of vultures, some more friendly than others. Meanwhile, Belle ran nearby on her horse with Facilier and his shadow demons in hot pursuit. As the Beast noticed Belle on a clifftop above him, Humbert took advantage of the distraction, ambushing the Beast and knocking him down. As Humbert prepared for the finishing blow and Beast's friends rushed in to help however, he couldn't bring himself to do it and dropped the dagger. As Humbert begged for the Beast's forgiveness, he warned of Facilier's plans, telling the group to run and hide. As they left, Facilier arrived just in time to see that Humbert had betrayed him. He punished Humbert by blowing a poisonous powder into Humbert's face, killing him instantly. As Facilier departed, the more menacing vultures flew down to feast on Humbert's remains.

As Kenai and Koda kept watch for enemies near the animal heroes' sanctuary, they were surprised to see Pocahontas and John Smith, along with the Patch of Heaven cows. However, the moment of reunion was shattered when Denahi arrived, believing that the eagle spirit had led him to Kenai in order to kill him and avenge his brother. Pocahontas and Smith tried to hold Denahi back, telling him Kenai was not their enemy, but Denahi refused to listen and struggled with them. Seeing Kenai and Koda running away, Denahi broke off the attack and chased after them. As the bears escaped across a canyon, Denahi tried to leap across, but barely missed the leap, digging his knife into a log on the side of the canyon. Kenai tried to pull his brother up to safety, but Denahi misinterpreted his actions and pulled away, causing himself and the log to fall into the river below. Denahi survived the fall and watched Kenai as he drifted downriver.

Finding Rourke and his men setting up a zeppelin to flush out the heroes, Lightyear's team determined to arrest the mercenary for the earlier attack. As the zeppelin took to the air, Buzz and his Ranger team flew in to attack, but were met by a hail of gunfire from Rourke and his troops. Thanks to their advanced weaponry, the Rangers managed to take down most of Rourke's mercenaries, but Rourke himself was a trickier target. Buzz managed to destroy Rourke's machine gun, but Helga came to Rourke's aid, knocking a bomb into Lightyear and sending him hurtling to the ground. However, as Helga remarked that Buzz had been taken out "unless someone wanted to check", Rourke suddenly betrayed her and threw her out of the zeppelin, intending to take her half of the paycheck for himself after the war was over. Buzz managed to survive, clinging on to the hull of the zeppelin and climbing back up, but Rourke overpowered him in hand-to-hand combat and prepared to kill him with a fireaxe. Just then, Helga took her revenge by firing a flare pistol at Rourke before dying from her wounds. Though the shot missed Rourke, it distracted him long enough for Buzz to recover and get the upper hand again. At Buzz's mercy, Rourke surrendered and allowed himself to be taken into custody.

Infiltrating the airship being used by Peter Pan and Jim Hawkins to recover the Unimind device, Sliver's pirates broke into the armory and took the ship's weapons for their own. As the pirates began their attack on Pan and Hawkins' team, Zurg's other soldiers boarded the ship to reenforce them. Gantu fired on Pan with a blaster pistol, but Pan nimbly dodged the alien's fire. As Silver's pirates came to attack him from behind, Pan cut a piece of machinery loose, breaking a hole in the floor and sending the pirates plummeting to their deaths. Jim Hawkins traded blaster fire with Warp Darkmatter, only for Tinker Bell to come in and slam into Darkmatter's jetpack, knocking him to the deck. Alice ate two Wonderland mushrooms, causing her to grow into a giant and allowing her to take down Gantu. As Jim Hawkins stood over Warp Darkmatter, he unmasked himself and launched his mechanical fist at Jim, knocking him down and disarming him. Zurg himself finally entered the fray, launching a shrinking ray at Alice that reverted her to normal size. As Jim ran in to help, he was confronted by Long John Silver himself. As Silver cornered Jim, Pan slashed at the pirate's cybernetic leg, tearing loose some wires and causing it to malfunction, allowing Jim to escape. As Scroop joined the battle, he managed to take down both Pan, Tinker Bell, and Alice, leaving Jim on his own. As the villains cornered Jim, Darkmatter prepared to execute him for his earlier humiliation, only for Silver to come to Jim's defense and knock out Darkmatter. However, Zurg had already found the Unimind, taking control of it and using it to teleport his men back to Planet Z - all except for Silver, who he left to face the angry heroes as punishment for his betrayal.

As Pain and Panic returned to Forbidden Mountain, they told Maleficent and Jafar about the resistance's whereabouts and Hercules' current location. Determined to kill Hercules while he was at his weakest, Maleficent ordered Jafar to send Willie the Giant, still under Jafar's control, to dispose of him. As Willie attacked Thebes, sending the heroes scattering, Hercules moved in to stop him. Meg tried to stop Hercules, knowing that he would be killed without his strength, but Herc was unwilling to let his allies be harmed. As Hercules stepped in to confront Willie, the giant brutally beat him, knocking him into buildings and leaving him at the brink of death. During a lull in the assault, Phil came to Herc's side, giving him some much needed encouragement. Knowing he couldn't match Willie in strength, Hercules decided to outwit him instead. As Willie picked Hercules up to deliver the deathblow, Hercules seized a burning piece of timber and shoved it into Willie's hair, setting it alight. While Willie was distracted, Hercules took a length of rope and tied it around Willie's legs, causing him to trip and fall off a cliff, knocking him out. The impact knocked a large stone pillar off its foundations, and Meg ran in to push Herc out of the way, but was crushed under it herself. As Hercules ran in to help, his concern caused his divine strength to return, allowing him to lift the pillar off Meg, but it was already too late.

As the Beast's team escaped into the woods, they believed they had eluded Facilier, and the Beast and Belle finally got a moment to rejoice at finding each other again. However, they underestimated the witch doctor, who used a voodoo doll to inflict harm on the Beast. The others rushed in to help, and the team battled Facilier and his demons. Mushu used his flames to destroy the shadow demons, but the heroes couldn't prevent Facilier from stabbing the voodoo doll through the heart, causing the Beast to collapse. An enraged Mulan attacked Facilier, managing to knock the talisman that gave Facilier his powers out of his grasp. The Dwarfs kept Facilier from claiming the talisman, tossing it to Quasimodo. Facilier begged for mercy, but seeing the Beast's condition, Quasimodo instead smashed the talisman to pieces. At once, the Friends on the Other Side appeared to collect on the debt Facilier owed them for using their power. The heroes could do nothing but watch in horror as the Friends dragged Facilier struggling and screaming into their netherrealm. All that was left of the witch doctor was a tombstone bearing his name and his face in stone, eternally screaming a silent scream. As the heroes recovered, they realized the Beast was dying from his wounds. Belle rushed to his side, but couldn't do anything to help. With his last words, the Beast expressed his joy that he got to see Belle one last time.

Across the world, many of the other heroes were in similar straits. Meg was badly wounded, and it appeared she would soon die as well. The time for Aladdin's execution was fast approaching, and John was determined that his prisoners would not be escaping. Despite the fact that Silver's last minute assistance had saved Jim from certain death, Jim and the others were unwilling to forgive Silver of his other crimes. Frollo was preparing for war, and he would not stop until he saw Maleficent burn at the stake. Mrs. Jumbo was still imprisoned in the Coachman's circus, and the Coachman's other prisoners awaited their transformation into donkeys. Bambi was left in the body of a fawn, with no apparent way to return to normal and no answers to why he was even in such a situation. Merlin and his team were deep behind enemy territory, and they knew they stood little chance of escaping alive. Tarzan and Simba were at each other's throats, and their feud would not stop until one of them was dead. It was truly the heroes' darkest hour.

...Before the Dawn
While preparing to strike against Maleficent, Frollo was informed by his spies that several of his men, including Shan Yu and Captain Hook, were still loyal to the sorceress and had been working behind his back with her since the beginning of the war. With Shan Yu still at Castle Grimhilde, Frollo took out his anger on Hook, but before he could punish him for his treason, Maleficent appeared and teleported out with her ally. Meanwhile, at the Coachman's circus, the Coachman brought his men together and showed them the gold he had stolen from his child captives, promising them that it would be theirs if all went well with the next show. Stromboli, however, wasn't willing to wait to take his cut...

As the day of Aladdin's execution came, the Queen of Hearts arrived, sent by Maleficent to make sure the event went down as planned. Unknown to the Queen, John's other captives noticed that Robin Hood and Little John had infiltrated Prince John's guards. Back at Castle Grimhilde, Mama Odie returned and learned of the Beast's death. However, all was not lost. Odie revealed that, since the Beast had been killed by Facilier's voodoo magic, she may be able to use her own voodoo powers to undo the damage. However, the process would take time. Encouraging the others to not let the Beast's sacrifice be in vain, Odie told them to follow through with their original plan and destroy the Black Cauldron.

The tensions between Simba and Tarzan finally reached a fever pitch. Simba led his lioness forces into gorilla territory, out for the man-ape's blood. At the same time, Kaa was ready to dispose of the only ones who could stop the conflict: Mowgli, Timon, and Pumbaa. As the lions' assault began, Shenzi, Banzai, and Ed watched from the shadows as Tarzan came out to meet them, drop-kicking Simba to the turf. With each side wanting to limit the damage to their friends, Simba and Tarzan decided to settle the battle with one-on-one combat. Meanwhile, as Kaa was about to devour Mowgli, Rafiki leapt from the underbrush and beat back the python with his staff. As Kaa retreated, Rafiki revealed to the other heroes that he had been investigating the conspiracy himself. Warning the others that Simba and Tarzan were planning to kill each other, he led them to the gorilla territory to stop them. As the gorillas cheered their leader on, Tarzan leaped onto Simba's back, but Simba knocked him off with a swing of his paw. Mowgli, Timon, and Pumbaa arrived and saw Simba and Tarzan circling each other with paw and spear ready. Just as the two were ready to finish the fight, Mowgli, Timon, and Pumbaa jumped in between them. They then informed Simba and Tarzan of how they had seen Scar murder Kerchak. Any doubts were put to rest when Rafiki vouched for the three. As Simba and Tarzan realized what had really happened and began to make amends, the hyenas nervously slinked away to tell Scar and Shere Khan of their plan's failure.

In the courtyard of Prince John's castle, an executioner arrived to cut off the head of the resistance... quite literally. Seconds before Aladdin was killed, however, Hercules leapt into the courtyard and punched out the executioner, revealing to John and the Queen that his strength had returned. Before they could make a move, one of the guards turned and hurled an axe at one of Pete's weasels before tearing off his disguise, revealing himself to be Robin Hood. The other heroes stormed the castle, freeing the prisoners from their bonds. Finally, John regained his senses and ordered his men to kill the heroes. As a general melee broke out, Trigger, one of John's crossbowmen, injured the Mad Hatter with an arrow, but was himself knocked out by a vengeful March Hare. Donning a discarded helmet, Sir Kay attacked the Sheriff of Nottingham, but the more experienced Sheriff overpowered him. Before he could finish Kay off, Phoebus leapt in and took him out with a single punch. As the weasels tried to recapture the prisoners, Pluto attacked John, sending the cowardly prince ducking for cover behind a barrel of ale. The Beagle Boys ambushed Piglet and frightened him half to death, but Yao, Ling, Chien-Po, and Jasmine stepped in to defend him, knocking the Boys into the castle moat. A large group of weasels tried to kill Clopin, but the gypsy king used explosive powder to throw up a smokescreen, tricking the weasels into following the Beagle Boys into the moat. When the Queen of Hearts tried to stop Aladdin's escape, Aladdin brought down a tapestry on her, leaving Maid Marian to throw a pie in the Queen's face for good measure. As the Queen made to attack, unexpected reinforcements arrived for the heroes in the form of Willie the Giant, with the tumble off the cliff at Thebes having shaken off Jafar's brainwashing. Faced with the vengeful giant, the Queen decided to cut her losses and flee. Meanwhile, Pete faced the French King and Sir Ector in a sword duel, but the heroes' teamwork allowed them to overpower Pete and slice off his peg-leg. As the heroes started to pull out, the Sheriff cornered Hercules and Aladdin and tried to burn them with a torch, but Hercules knocked him out, setting the castle ablaze. As the fire spread, the heroes managed to escape. Pete and the Sheriff also managed to get out, but John and Sir Hiss were left on the battlements. Hiss scolded John over the failure of yet another plan, while also reminding him of more bad news - the castle wasn't actually John's, but rather his beloved mother's. This finally sent John over the edge, and he chased Hiss into the burning castle with a stick.

Having already freed Prince Philip and the good fairies, Merlin set to work freeing Maleficent's other prisoners, but soon realized Yzma and the Witches of Morva had picked up their trail. Eager not to let the heroes get away again, Yzma roused Maleficent's goons and sent them, Odin, Madame Mim, and her own guards after the heroes. Yzma's pet crocodiles also attacked Kuzco, but Merlin managed to fend them off. As more goons poured into the dungeons, led by Diablo, Merlin blasted a path through them with bolts of lightning. Madam Mim set her sights on Tiana and Naveen, transforming into a cat to devour them, but Cinderella managed to knock her out before she could pounce. As the heroes escaped into the courtyard, Philip and Louis managed to push the goons back, but Yzma's animal guardsmen tried to cut off their escape. However, they accidentally took a path that ended up dumping them into a ravine, frustrating Yzma. The Witches of Morva seemed to have better luck at first, firing bolts of magic at the heroes, but the good fairies countered their spells, turning the bolts into harmless flowers and bubbles. As Odin stepped in to attack Cinderella, Maurice activated a piece of machinery that crashed into the mad god, knocking him out. As the heroes fled, Diablo tried to alert Maleficent, but Merlin turned him to stone. The Witches also tried to stop the escape, turning into spirits and charging at the heroes, but Merlin froze them solid with a spell, tossing the chunk of ice into the mountains beyond. Finally woken by the noise, Maleficent came to investigate and found the heroes escaping and her beloved pet turned to stone. In a rage, she summoned the Headless Horseman to cut off the heroes in the forest beyond the castle gates. The Horseman and Philip charged each other, but just before they met, the Horseman stopped short and threw his flaming head at Philip, knocking him from his horse. One of the fairies tried to stop the evil spirit, but the Horseman deflected her spell with his sword, knocking her out of the fight. As Philip tried to escape up a cliff, the Horseman gave chase, cutting off the only route of escape. The two locked swords, but again the Horseman overpowered Philip, knocking his shield away. As the Hessian of the Hollow prepared to kill Philip, the fairies blessed the prince's sword with their magic and Philip hurled it into the demon's chest, finally destroying the Horseman. Maleficent could do nothing but watch in anger as the heroes escaped back to friendly territory.

In Paris, Stitch and the animal heroes infiltrated the fairgrounds as the Coachman prepared his latest show, with children from all over the world, including Peter and even Lilo, targeted. As Sarousch began to work his magic on the children, the festivities were suddenly interrupted by Timothy, who set the elephants into a panic. He was supported by Dumbo, who used his newfound powers of flight to strike at the circus crew from above. With Timothy and Dumbo leading the charge, the other dogs, cats, and mice stormed the circus as the Coachman rallied his men. As Stromboli attacked Peter, Bongo saw an opportunity to help, headbutting the corrupt puppeteer. Meanwhile, the circus elephants crowded onto a large ball to get away from the mice, but soon lost their balance and ran rampant through the ring. As the prisoners were freed, Lumpjaw came to stop them, overpowering Fagin when he tried to interfere. Mrs. Jumbo, breaking loose from her bonds, came to Fagin's aid, knocking out the bear with a thrown haybale. Seeing Lumpjaw fall, Sarousch summoned the Pink Elephants and the Heffalumps and Woozles to even the odds. Jaq and Gus rallied some of the circus mice to counter this new threat, but the Jack in the Box stepped in, knocking the mice away with his fists. As Dumbo fired peanuts from his trunk at the French guardsmen supporting the Coachman, the Coachman himself entered the fray, beating Stitch with a whip. Lumpjaw recovered and picked up a large wooden pole, chasing after the dogs and cats. While Tramp was distracted, the Coachman came up behind him and threw him into a wall, knocking him out. As elephants continued to cause chaos, some of the circus clowns tried to make a break for the exits. While Dumbo took out Honest John, Peter engaged the Jack in the Box, using his popgun to deflect the evil toy's thrown blocks. While the clowns crashed into a burning setpiece, the Jack in the Box switched targets and leapt at Lilo, sword at the ready. However, Stitch blocked the attack and hurled the Jack in the Box into the burning set, destroying him. When Dumbo knocked out Lumpjaw again, Sarousch summoned more of the Pink Elephants, Heffalumps, and Woozles, which managed to wound several of the heroes. While Stitch was able to break through their ranks, he was crushed by the elephants. Though Stitch managed to recover, the elephants were knocked into the tent supports by the crash, bringing the tent down around them. Sarouch's summoned demons disappeared before they were crushed, and the heroes also managed to escape in the chaos. While some of the Coachman's crew escaped, the Coachman wasn't about to leave it at that. Revealing his true demonic nature to Honest John and Gideon, he dragged them off into the shadows, never to be seen again. Meanwhile, Stromboli also disappeared, taking the circus payroll for his own. As the heroes watched the dust settle, they decided to return to their friends, happy to have survived the Coachman's show unscathed.

Outside Castle Grimhilde, Shan Yu alerted the castle garrison to the approach of Mama Odie's team, eager to avenge the Beast's death. As Mulan and Quasimodo faced off against the Horned King's barbarians and Lady Tremaine, Shan Yu went after the charging Dwarfs, with Grumpy narrowly avoiding the Hun's thrown sword. Seizing a rope, Quasimodo threw it around a gargoyle and began scaling the walls, dodging Tremaine's blasts as she fired the wand at him. Swinging down, he kicked the weapon out of her hands. As Shan Yu rushed after it, Quasimodo kicked him in the face, knocking him out. Quasimodo landed and approached the wand, only for Ratigan to sneak up on him and smack him, leaving him hanging from the building. Ratigan quickly sent Mulan after, leaving both heroes unable to fight. As Tremaine retrieved the wand, the Dwarfs charged her, but she conjured a powerful gust of wind which blew them into a corner. As Ratigan was about to cut the rope and kill both Mulan and Quasimodo, a loud roar shook the castle: the Beast had returned, successfully revived by Mama Odie. While the Beast distracted Ratigan, Belle helped Mulan and Quaismodo up to safety. The Beast moved to join up with the other heroes, but Ratigan chased after him, losing himself to a feral rage. Ratigan tackled the Beast, plunging onto a balcony above a deep gorge. With no time to get down to the balcony and help, the other heroes could only watch as Ratigan and the Beast engaged each other in a bloody duel. Ratigan seemed to overpower the Beast with his raw fury, sending the Beast plummeting off the ledge. As Ratigan celebrated his supposed victory, Beast managed to regain his footing on the castle walls. Noticing this, Ratigan prepared to strike the Beast down, but the Beast let loose another mighty roar. Losing his footing, Ratigan was helpless to stop the Beast from knocking him off the balcony to his death. The heroes celebrated and continued their climb as Shan Yu and Tremaine watched in disbelief.

As Sarousch escaped the circus without the heroes noticing him, he thought he had gotten to safety as he saw Frollo and his army approaching. However, his relief turned to horror as he learned Frollo had discovered the black magic Sarousch and the Coachman were practicing in the circus. Before Sarousch could make a move, Frollo had him apprehended and beheaded for witchcraft. Watching from a distance, Lumpjaw escaped into the nearby forest.

Returning to Thebes, Aladdin and the other prisoners of Prince John were grateful to be alive, but soon realized their return was met not by celebration, but with mourning, as they learned what had happened to Meg. In the Native Lands, the Cheshire Cat appeared before the animal heroes, revealing that he was responsible for transforming Bambi into a fawn to save his life after he was wounded by Clayton. The heroes demanded the Cat change Bambi back, but the Cat cryptically said he would return to normal after facing "the demons of his past", before disappearing.

In Thebes, more heroes came to join the resistance as Shang returned from Agrabah, accompanied by Pecos Bill, José, and Panchito. Learning of the deaths of Facilier and Ratigan, Grimhilde and the Horned King were informed by the Magic Mirror that their whole faction was destined to lose the war. The Horned King was unconvinced, confident in the power of the Black Cauldron, but Grimhilde decided to escape the conflict... while disposing of her hated rival.

Grimhilde wasn't the only one making plans for the end of the war, as Stromboli approached Winkie, paying him the money he had stolen from the Coachman in exchange for an alliance. After escaping from Forbidden Mountain, Merlin and his team met up with Rafiki and Mama Odie, planning their final strikes on Maleficent's forces.

In the seas, Ariel was anxious to check on how her friends were doing since the battle with Ursula, but the Genie, who had decided to stay and watch over her, convinced her that she was safer staying hidden. However, they were unaware that Iago was watching the conversation. In the Pride Lands, Tarzan and Simba decided they needed to work together to bring Scar and Shere Khan, their true enemies, to justice. Tarzan agreed to let Simba stay in gorilla territory while they prepared to strike.

As Buzz Lightyear interrogated Rourke, the mercenary revealed that he was working as an agent of Zurg on Earth and that he could get Lightyear and his team into Planet Z to apprehend Zurg in exchange for leniency. Though Lightyear didn't trust Rourke, he knew that this was an opportunity he couldn't turn down. Meanwhile, the Lost Boys returned to Peter Pan, as he knew they would, and were accompanied by Lilo and Stitch, who agreed to help Peter against Zurg.

The end of the war was close at hand. Zurg installed the Unimind in his planet-aligning device, freeing the Titans from their ancient prison. The battlelines were drawn. The villains prepared to stamp out the resistance, as the heroes prepared to fight for their loved ones, for their freedom, and for their lives. All the while, Chernabog knew that his return was drawing closer and closer...

Assault on Planet Z
Meeting up with the primary resistance force in Thebes, Merlin learned of Meg's plight and tended to her, but even his magic could do little more than slow the inevitable. Merlin offhandedly mentioned that the only way to save Meg was to convince Hades to relinquish his claim to Meg's soul, whereupon Hercules made up his mind to do just that. Merlin tried to talk Hercules out of it, especially since he was needed to lead the second assault on Castle Grimhilde which, aside from Maleficent, posed the biggest danger to the heroes. Aladdin agreed to lead the attack in Hercules' stead, and Merlin reluctantly told Hercules that Hades would likely be on Mount Olympus watching over Zeus and the other imprisoned gods. The wizard than departed to see to matters elsewhere, though he promised to return.

Meanwhile, on the outskirts of Paris, Jasmine led a scouting force to investigate reports of activity and discovered Frollo preparing the French army for their own assault on Castle Grimhilde, hoping to bring the treacherous Shan Yu to account for his crimes. A vengeful Mr. Toad nearly blew the group's cover when he tried to shoot Frollo with a rifle, but the others stopped him just in time. Lilo and Stitch discovered that Long John Silver was being held prisoner until Peter Pan and Jim Hawkins could figure out what to do with him. Lilo told Jim about how Silver had freed her and Stitch from their imprisonment, and convinced Jim not to give up on Silver. The two men began repairing their relationship.

Back in Thebes, Jasmine and her scouting force warned Aladdin and Phoebus about Frollo and his impending assault on Castle Grimhilde. Concerned for the safety of Winnie the Pooh and the other inhabitants of the 100 Acre Wood, Aladdin asked them to return home, not wanting to risk their lives with another hostile force heading to Castle Grimhilde. Though Pooh and his friends were reluctant to abandon their search for Christopher Robin, they agreed and departed. Meanwhile, the Horned King tasked Clayton and Madame Medusa with heading to the Native Lands and mopping up the resistance there; the King was unaware that Grimhilde, taking the Magic Mirror's warning to heart, had been making preparations of her own.

In the Galactic Federation prison colony, Dr. Hamsterviel was contacted through a secure video link by Zurg, who promised to liberate the mad scientist and help him gain his revenge on Lightyear's team. As the animal heroes departed Paris after defeating the Coachman, Pluto warned them of the developments with Frollo and the upcoming attack on Castle Grimhilde. Knowing Aladdin's forces would need all the help they could get, the animals set off for Germany to lend their assistance. As Hercules prepared for his assault on Mount Olympus, Aladdin came to wish him well. Hercules also gave his best wishes for the attack on Castle Grimhilde, and the two leaders departed.

Though Silver agreed to get Peter and Jim into Planet Z to stop Zurg, their ship was heavily damaged from the previous attack, no longer capable of flight even with Tinker Bell's pixie dust. Thankfully, Lilo and Stitch had the answer, graciously providing Stitch's old spacecraft for the team. The heroes jetted into space to bring down the evil emperor.

As the Beast's team found themselves pinned down by the Horned King and Grimhilde's forces, help finally arrived in the form of Aladdin's resistance army. The heroes easily broke through the initial ranks of the King's barbarians and Shan Yu's Huns, and Shang's Chinese soldiers used rocket launchers to breach the castle gates. As the heroes stormed the courtyard, Morgana came out to meet them, but Robin Hood knocked her into the moat. Before she had a chance to recover, Frollo's army arrived on the scene, with the mad judge ordering his troops to kill both the resistance and Maleficent's forces. Morgana beat a hasty retreat when Frollo sent his men after her. Aladdin was shot off his Flying Carpet by Frollo's archers, but before they could kill him, the Beast leapt from the castle walls into their ranks, fighting them off. As the heroes began to push Frollo's forces back, they were interrupted by Cruella de Ville, who tried to run down the resistance and French in her car. With his men running scared, Frollo seized a sword from one of them to try and break into the castle keep on his own. As the heroes tried to get out of Cruella's way, the Disney Dogs and Cats and the League of Gentlemice arrived on the scene. Frollo managed to get some of his soldiers to man a battering ram and break down the castle doors, but the Beast threw a piece of rubble at them, scattering them again. Even the heroic vultures lent assistance, pecking and clawing at the French soldiers. On the other side of the castle doors, Quasimodo, Mulan, and the Seven Dwarfs desperately tried to keep Frollo out. Finally, the Horned King made to end the siege, using the Black Cauldron to summon a rain of molten steel that killed the battering ram team. As Cruella came in for another pass with her car, José and the animal heroes launched a barrel of gunpowder at her with a makeshift catapult, killing the devil woman and destroying her car. Seconds before the molten rain claimed Frollo, he used his sword to finish breaking down the door and leapt inside. The heroes followed, linking up with the Beast's team before setting off to find the Horned King and destroy the Cauldron.

With Rourke's guidance, Lightyear's squad and the Atlantean mercenaries landed on Planet Z and made ready to launch an attack on Zurg's base. However, Lightyear's instincts proved to be correct; it was a trap. Rourke turned and punched Lightyear as Zurg's army emerged from ambush and prepared to kill the heroes, teleporting Rourke back to Earth. Just before the heroes were killed, however, another ship arrived on the scene and attacked Zurg's forces; Peter, Jim, Stitch, and Silver had arrived. Zurg retreated into his stronghold as Gantu and Warp Darkmatter engaged Stitch and the Atlantean fleet. Darkmatter was the first to fall, as the Lost Boys damaged his jetpack and knocked him out, while the Atlanteans damaged Gantu's ship enough to knock out its power, setting Gantu helplessly adrift. Alice again ate a Wonderland mushroom and grew in size, but Zurg had prepared countermeasures for this line of attack after seeing it before, unleashing his colossal Hyper Hornet on Alice. The gigantic robot managed to keep the heroes back for a while, but Alice eventually overpowered it and kicked its head off while Milo kept it distracted. Reverting to her normal size, Alice fell back to the ground, but Tinker Bell used her pixie dust to slow her fall. As the heroes stormed the base, Scroop attacked Peter, Jim, and Tinker Bell, with Tink evening the odds by using pixie dust to make Jim and Scroop levitate off the ground. Even as they soared up to the tower's peak, however, Scroop was about to kill Jim when Peter tricked him into leaping into a flag, tearing it from the tower's flagpole. Realizing too late what had happened, Scroop drifted off into the atmosphere to his doom. Before Jim could meet a similar fate, Tink cut off the magic of the dust, bringing him safely back to the ground. However, Zurg suddenly sprang from ambush, gripping Jim by the neck and preparing to kill him. Seeing what was about to happen, Silver again came to Jim's rescue, knocking back the emperor and destroying his personal Hornet guard. Shooting the distracted Silver, Zurg prepared to kill his former lackey when Jim came to his defense, returning the favor from earlier. As Jim disarmed Zurg, the other heroes arrived and surrounded him. Lightyear was about to arrest Zurg when the emperor revealed one final surprise: a self-destruct sequence for Planet Z. Activating a hidden switch in his armor, Zurg escaped through a trapdoor, leaving the heroes to die. When BEN revealed the danger to the heroes, they fled back to their ships, with Lightyear destroying the video-link to Hamsterviel's cell as the mad doctor vowed revenge. Gantu, having freed himself from his derelict ship, tried to stop the heroes as they fled the collapsing stronghold, but Lightyear knocked him out. With seconds to spare, the heroes escaped, even saving Gantu and Darkmatter from certain death. As they cheered in victory, they set a course for the Galactic Federation headquarters to drop off their prisoners and receive their next mission.

Fall of Castle Grimhilde
As battle raged in her castle, Queen Grimhilde retreated to her alchemical labs. Knowing the siege would end in defeat for her forces, she decided to cut her losses, mixing a potion that would disguise her while she made her escape. As her raven familiar watched in horror, Grimhilde imbibed the potion and was transformed into a hideous old hag.

At Galactic Federation headquarters, Buzz Lightyear and the other heroes met with the Grand Councilwoman, who took Gantu and Warp Darkmatter into custody. She also moved to arrest Long John Silver for his crimes, but Lilo, Stitch, and Jim Hawkins spoke up in his defense. Even Buzz vouched for the pirate, citing Silver's service in the battle for Planet Z. The Councilwoman decided to grant Silver temporary amnesty, remanding him to Lightyear's care, but warned him that he would be expected to pay for his crimes after the war was over.

Finally reuniting with his father in Monstro's stomach, Pinocchio concocted a plan to escape the whale. Gathering driftwood from other ships that had fallen victim to Monstro, Geppetto and Pinocchio set them alight, hoping the smoke would force Monstro to sneeze them out. However, they knew the whale would not be at all pleased by this. As Merlin's group finally got a chance to rest, Prince Philip kissed Aurora, breaking Maleficent's spell and rousing her from her slumber. However, Snow White remained trapped in her own unwaking sleep. Merlin knew the only way to break the spell was to find Snow White's own lover. He and the other heroes decided to keep a lookout for the Prince as they carried on with the war.

On Pride Rock, Shenzi, Banzai, and Ed warned Scar and Shere Khan that Tarzan and Simba had been warned of the plot against them. As the hyenas beat a hasty retreat before they could be punished for their failure, the two felines prepared to meet their enemies in combat. Meanwhile, as Governor Ratcliffe prepared to secure his hold on the Native Lands, Iago told Jafar and Ursula that Ariel and the Genie were hiding in a cove near the coastline. Jafar and Ursula decided to accompany Ratcliffe's army to destroy their enemies.

As Pocahontas and John Smith met with Grandmother Willow, Clayton and Madame Medusa arrived, searching for them. Willow distracted the villains as the two heroes escaped deeper into the forest. Back in space, the Grand Councilwoman revealed to the heroes the true extent of Zurg's plot and how war still raged on Earth. Concerned for their home planet, Peter Pan, the Lost Boys, and Lilo convinced the others to return and lend their aid, while also bringing the escaped Rourke to justice.

As Ratcliffe's navy massed off the coast of the Native Lands, Merlin's forces came to face them. They were joined by Prince Charming of France, who had gone into hiding in the Native Lands when his father was taken captive. Meanwhile, Jafar's attention was taken when he spotted Ariel and the Genie by the shore. Iago clashed with the good fairies and Archimedes while Jafar and Pete attacked Ariel. Determined to defend her, the Genie transformed into a soldier and fired on Pete with a machine gun, forcing him and Ratcliffe's marines to seek cover. Cornering Ariel on the rocks, Jafar blasted her with his staff and was about to kill her when Merlin appeared, shattering Jafar's magic staff and depriving him of most of his powers. As Jafar retreated to safety, Merlin, Ariel, and the Genie held their own against Ratcliffe's marines and Captain Hook's pirates. Help arrived in the form of Prince Eric, who had been warned of the attack by Scuttle and sailed into the fray with a warship of his own. While Ariel cut the anchor lines of one of Ratcliffe's ships, forcing it into the path of another, Princes Charming and Philip leapt onboard Ratcliffe's flagship, soon joined by Prince Eric. While the three princes battled the crew, Ursula tried to kill them with her Trident, but Archimedes attacked her and forced the blast offcourse. Pulling out a flintlock pistol, Ratcliffe held the princes at bay and was about to shoot them when Jim Hawkins arrived, knocking Ratcliffe off his feet and hanging him from the mast. The other space heroes arrived, with Silver knocking Hook into the water and Peter Pan hanging Pete off the side of the ship from a rope. As the heroes leapt off the ship to continue the battle with Jafar and Ursula, Clayton suddenly arrived and confronted Ratcliffe. He knocked the governor into the water as revenge for his earlier humilatiation, and watched as Hook's old crocodile enemy chased the pirate off.

Chased by Madame Medusa, Pocahontas and John Smith found themselves escaping one danger into a host of others as they stumbled upon Rourke and the Queen of Hearts making landfall. Smith knocked the Queen aside as he confronted Rourke once again, just as Team Human Again arrived. As the Queen recovered, she focused her anger on the newcomers, but the heroes managed to keep her occupied until Prince Eric, spotting the commotion, fired on the Queen and her army with cannons. The Queen waved a white flag in surrender before falling unconscious. As the Queen fell, Marina del Ray and her electric eels took her place in attacking Team Human Again. Mama Odie and Rafiki arrived to lend assistance, with the mandrill distracting Marina with a barrage of fruit while the voodoo priestess destroyed the eels with a blast of magic. Marina made one last charge, but Naveen and Tiana dodged out of the way, letting Marina get trapped in a hollow log. Meanwhile, Rourke and John Smith continued their duel, but the mercenary overpowered Smith and was about to kill him. Just then, the stray shot from Ursula's Trident struck Rourke, transforming his body into living crystal. Still alive, though in intense pain, Rourke continued thrashing around until Lilo and Stitch, flying overhead in their spacecraft, mercifully killed him by blasting him with the main guns.

With Jafar virtually powerless, Ursula took control of the Agrabah royal guard as they attacked the heroes once again. Though the guard captain Razoul gave them a little trouble, the heroes worked together to defeat them. As Lilo, Stitch, and the Atlantean fleet came back around to assist, Ursula called forth Monstro to finish the heroes off. The heroes fired on Monstro, but the powerful whale only shrugged off their attacks. Genie was confronted by Ursula once again, and the sea witch brought out the magic lamp the Genie had once been bound to, imprisoning him in it once again. Jafar moved to claim the lamp, but an enraged Ariel kept him back. Monstro leapt from the sea and slammed into Stitch's spacecraft, critically damaging it, but before he could attack again, smoke billowed forth from the whale's mouth. Monstro let out a powerful sneeze, knocking everyone back and freeing Pinocchio and Geppetto. Taking advantage of the distraction, Milo fired on Ursula, knocking her magic amulet off her neck; Merlin shattered the amulet, freeing the Agrabah guards and Monstro from the sea witch's control. The Agrabah guards moved to apprehend Jafar and Ursula, but they managed to escape. As the enraged Monstro turned his attention back to the heroes, Merlin teleported them to safety.

Back on shore, Merlin was pleased to meet up with the newcomers, but soon realized that the magic lamp imprisoning the genie had been lost in the chaos. In the wreckage of Ratcliffe's fleet, Clayton and Madame Medusa looked for survivors, failing to notice that Iago had found and claimed the lamp.

Back in Castle Grimhilde, the villains prepared themselves for their final stand as the heroes and Frollo breached the keep. As the Horned King sent his Cauldron Born into the fray, Mickey, Donald, Goofy, and Pecos Bill overpowered Edgar and imprisoned him in a trunk. Suddenly, Taran was surprised by Bill Sykes, driving his limousine through the hallways, knocking him onto the hood and taking him for a ride. When the League of Gentlemice was attacked by Roscoe and Desoto, Basil called in Pongo and Perdita, who knocked the other dogs out the castle windows to their deaths. Meanwhile, Phoebus once again crossed swords with Shan Yu, but managed to come out on top, disarming the Hun and holding him at bay with his own sword. Sykes knocked Taran off his car, but Gurgi and Thomas O'Malley distracted him. Shan Yu made to attack again, but Esmeralda knocked him back and Phoebus pinned him to the ground with his sword. Sykes saw too late that Shan Yu was in his path, running him down and crashing through the castle walls off the cliff, killing both villains. Lady Tremaine and her daughters confronted Mulan and Quasimodo, with Drizella urging her mother to turn the two into toads. Just before she could, Li Shang deflected the blast with his sword, turning Tremaine and Drizella into toads instead, leaving Anastasia and Lucifer to escape. Finally, Aladdin, Mickey, and the other heroes breached the inner sanctum where the Horned King awaited them. However, the King had a sadistic surprise in store for Mickey, revealing he had taken Minnie Mouse and Daisy Duck hostage. Explaining that the Black Cauldron could only be shut off by a living sacrifice, the King dared Mickey to choose one of his friends to kill in order to stop him. Meanwhile, on the balcony just above, Frollo clashed with Robin Hood and Little John, determined to kill them and restore order to France. Even more horrors awaited as the League of Gentlemice entered the chamber and Ratigan was restored to life by the Cauldron. This time, Ratigan even had an army of sinister rats to help him against the League. While the heroes did their best to keep the villains at bay, they were overwhelmed by the sheer numbers and ferocity of their attackers. Things took an unexpected turn when Frollo overextended himself while fighting the Beast, falling into the Black Cauldron. This proved to be the sacrifice needed to undo the Cauldron's power, destroying the Cauldron Born, Ratigan, and his rat army. As the castle threatened to collapse, the heroes made to escape, but the Horned King would not be beaten so easily. Seizing Aladdin, the King was about to kill him in revenge, but Queen Grimhilde suddenly arrived in her hag form, knocking her hated rival into the path of the imploding Cauldron. As Aladdin and the cackling Grimhilde escaped, the King was torn apart by the Cauldron's dark power.

On Forbidden Mountain, Jafar and Ursula returned to Maleficent. Though they were frustrated by the losses of Ratcliffe and the Horned King, they took delight in the fact that the Genie was now forced to serve them. Maleficent told Scar and Shere Khan that the time had come to put their second plan to summon Chernabog into effect, sending them back to the Pride Lands to carry out her will.

The Last Hunt
At his hideout in the Pride Lands, McLeach and his hunting party discussed the fall of Ratcliffe. As if the defeat of their ally wasn't bad enough, it also turned out the fine print on the permit Alameda Slim had gotten from Winkie only permitted hunting in the forests of the Native Land which, thanks to the Firebird, had all been burned to the ground. At that moment, Scar and Shere Khan arrived with orders from Maleficent. Though McLeach was reluctant to accept any more work from Maleficent given how the war had been going, Scar promised them the opportunity for the hunt of a lifetime. Scar explained that Maleficent was planning to unleash the Firebird once again in order to summon Chernabog; McLeach and his hunters were to drive the forest animals into the Pride Land jungles while Scar's forces kept them from escaping. When the Firebird arrived, it would destroy the jungle and all the animals inside as a sacrifice to Chernabog. The hunters would have until the sun set to enjoy their hunt and take down as many of the animal heroes as they could before making their escape. Scar also told them that if they came across the Spring Sprite, they were to kill her on sight to prevent her from banishing the Firebird from the mortal plane again. Though McLeach didn't trust Scar, he agreed that his band had been idle for too long, and decided to follow through with the plan. As the hunters departed, Amos Slade pondered the strange events this hunting trip had brought and wondered just what he had gotten himself into.

Zira's children, Nuka and Vitani, lit branches on fire at a volcanic pit to use in Scar's plot to light fires across the Pride Lands to draw the Firebird to them. Meanwhile, Merlin told most of his group to link up with Aladdin and Hercules' resistance forces, though Peter Pan and Jim Hawkins left to find Buzz Lightyear's group after the previous battle and Pocahontas, John Smith, and Team Human Again accompanied Merlin into the forest to help the animal heroes. Ariel, meanwhile, snuck off on her own for her own reasons.

On their way back to the 100 Acre Wood, Pooh and his friends stumbled across some of the children escaping from the Coachman's circus, including Peter, Brer Rabbit, and Bongo, being led into the forests by the Cheshire Cat. Curious, the 100 Acre Wood group decided to investigate. Little did they know that something else had followed them from the circus. Returning to Thebes after the fall of Castle Grimhilde, Mickey and Donald had a tearful reunion with their loves Minnie and Daisy. Minnie also revealed to Mickey that she had kept Yen Sid's hat, the source of his great powers, safe from the Horned King and the other villains since Yen Sid's apparent death at the beginning of the war.

As Peter and Jim returned to Buzz Lightyear, they told the space ranger about Merlin and the larger resistance faction, suggesting that they should meet up with them. However, a large group of the children from the circus also found Lightyear. Seeing Lilo and Stitch, they thanked them for their help in rescuing them from the Coachman and promised to help them in turn. Lightyear, however, was worried about bringing more children into danger.

Before meeting up with the animal heroes in the forest, Merlin and Arthur summoned Merlin's old friend, the Blue Fairy, the spirit of hope. Merlin confessed to the Fairy that, while he had been putting on an air of confidence in front of the other heroes, he was privately worried that they would lose the war, especially if Maleficent succeeded in summoning Chernabog. The Fairy reassured him that she had a plan of her own to deal with Maleficent, and that as long as one person stood against the sorceress, hope remained. Merlin and Arthur departed feeling more confident for success.

Meanwhile, Shere Khan was slinking off to Pride Rock when Scar stopped him, urging him to stay and watch the heroes be consumed by the Firebird's inferno. Khan agreed to stay, but also asked how Scar knew if the hunters would be able to escape. Scar replied that he didn't.

On Mount Olympus, Hades returned to check on Odin and the imprisoned gods when Hercules arrived, hoping to force Hades to give up his claim on Meg's soul before she died. Odin prepared to fire on Hercules with his magic spear, but Herc knocked the weapon from Odin's grasp before he could get a shot off. Odin called forth the Chaos Lords to stop Hercules, but the hero dodged their attacks, causing them to unwittingly hit Hades instead. Taking advantage of the distraction, Hercules freed Zeus and the other gods from their prisons while Pegasus fended off Odin's wolf and ravens. Taking up his lightning bolts, Zeus fired on Ymir with them, blasting off the frost giant's leg. Before Ymir could regenerate it, Hercules tossed a colossal boulder at the Chaos Lords, crushing them underneath it. With Odin on his own, Zeus blasted him with another lightning bolt, sending him flying off the mountain. As Hercules and Zeus celebrated, Hades escaped. However, as Hercules gave chase, Hades told him Meg's life would soon be his. In Thebes, the Fates watched as Meg began to succumb to her injuries, preparing to cut her life thread...

In the Native Lands, McLeach and his hunters massed in force, chasing the animal heroes into the Pride Lands. Caught by surprise, the heroes could do nothing but run for cover. Seeing the chase begin, Nuka and Vitani set the savannah alight to begin the ritual.

In the jungle, as Tarzan and Simba discussed their plan for an attack on Pride Rock, they spotted the smoke from the burning savannah. They immediately set out to investigate, but Shenzi, Banzai, and Ed separated Tarzan and his friends from Simba's group. The hyenas attacked from all sides, but Tarzan managed to keep them back. Switching targets, they attacked Tarzan's allies, but they managed to fend them off as well until Baloo and Tantor scattered them.

Separated from the other animals, the young Bambi was cornered in the savannah grasses by Nuka and Vitani. At the same time, Zira attacked the Patch of Heaven cows, hoping to avenge her previous humiliation. As Mrs. Calloway charged at Zira, Zira delivered a vicious swipe, knocking her hat off her head. Enraged, Mrs. Calloway beat Zira back, causing her and her lionesses to flee. As Nuka and Vitani were about to pounce on Bambi, he managed to evade them and made a run for it.

As Peter, Bongo, and Brer Rabbit arrived in the Pride Lands, they saw Copper chasing Tod and Vixey into a hole with Koda. Tod tried to escape through the other entrance, but Rico was lying in wait, forcing Tod back into the hole under a barrage of gunfire. When Kenai stepped in to confront Copper, the newcomers charged down to join the fight. As Copper attacked Kenai, Bongo kicked Rico to the ground when he tried to step in. But things got worse when Lumpjaw arrived. Peter fired on the bear with his popgun, but it only served to annoy the fearsome beast. The other heroes managed to force Copper back and run, but Lumpjaw, Copper, and Rico chased after them. Even worse, Clayton had been drawn to the commotion and was determined to take out the heroes and upstage McLeach.

As the fire grew worse, Scar and Shere Khan confronted the Forest Elders, who were protecting the Spring Sprite from the chaos. To make matters worse, the Firebird finally arrived and began unleashing its inferno. The Forest Elders urged the Sprite to flee while they held off Scar and Khan.

As Bambi fled through the jungle, he was confronted by a nightmare from his past: Gaston, the man who had killed his mother. Though Gaston was surprised to see Bambi had apparently not aged a day since their last encounter, he was determined to finish the job. As Slade moved in to assist Gaston with a group of hunting dogs, the Prince of the Forest arrived to protect Bambi and kicked Slade away. While the Prince fought off the dogs, he told Bambi to run, but Gaston gave chase. As Bambi climbed up a cliff, Gaston cut off his escape and prepared to kill the fawn with a club. Just as Gaston readied the killing blow, Bambi mustered the courage to fight back, kicking Gaston off the cliff to his death.

As Clayton chased after Kenai and Koda, he spotted Pocahontas and John Smith and prepared to kill the lot of them. However, another newcomer arrived on the scene with vengeance in mind; Denahi had returned, and he would not leave until he saw Kenai dead. As Clayton pulled back to retrieve his gun, Pocahontas and Smith again tried to reason with Denahi, but he would not hear any of it. Getting his rifle, Clayton was about to shoot Denahi when Kenai intervened, smashing Clayton's gun to pieces. As thanks, Denahi leapt onto Kenai's back and tried to strangle him with his spear as Clayton turned his attention to Pocahontas and Smith. He was getting the upper hand when the Spring Sprite arrived, restraining Clayton in a mass of vines. As Denahi was about to finish Kenai off with a stab, Meeko jumped on Denahi, knocking him down. The heroes ran off with Denahi in pursuit. Meanwhile, an enraged Clayton tried to cut himself free of the vines, not realizing that one was wrapped around his neck. As he cut the last vine, he plummeted into a canyon, unwittingly hanging himself.

As the Spring Sprite flew past, McLeach and Alameda Slim prepared to shoot her down, but were stopped by the arriving heroes, including Pooh and friends, Simba, and Team Human Again. Kuzco and Pacha beat back the Willie Brothers while Timon and Pumbaa knocked out Wesley. Louie and Kuzco beat up Rico, with Rutt and Tuke knocking him out. Fed up with the interference, Slim pulled a gun on Pooh and friends, but before he could fire, Timon knocked the gun out of his hands while Pumbaa knocked him into one of McLeach's traps. For good measure, Pooh and friends seized some rope and tied Slim up, keeping the rustler from escaping. Meanwhile, Simba and his lionesses confronted McLeach, but this time they were better prepared. While Simba kept McLeach busy with a frontal attack, Nala crept up from behind and knocked out his halftrack's engine, keeping him from using most of his arsenal. As Simba's forces closed in, McLeach seized his rifle, determined to kill Simba once and for all. He wounded Simba with one shot, but before he could fire again, Ray flew into his face, distracting him. In retaliation, McLeach swatted the firefly out of the air before crushing him underfoot. As Joanna chased after Roo and McLeach prepared to shoot Simba again, Tigger dove in and pulled Roo out of the way, causing Joanna to jump on McLeach, throwing off his aim. Tigger then pulled off a massive bounce and slammed into McLeach, knocking him and Joanna into a nearby river. As McLeach struggled against the rapids, the heroes departed, except for Louie, who found Ray's body.

After Gaston's death, Bambi fled through the jungle as the Great Prince of the Forest searched for him. Suddenly, the Cheshire Cat returned, causing Bambi to fall into a pit. As the Cat disappeared again, the Great Prince found his son, and was shocked at what he found.

Herded into the center of the jungle by their attackers, the heroes were confronted by Zira and Amos Slade. As most of the heroes fought against the hunting dogs, Koda was cornered by Lumpjaw, but managed to kick a stone out from under Lumpjaw's feet, destabilizing the ground and sending him into the river. Lumpjaw could not escape the rapids and drifted off away from the battlefield. As Slade was about to shoot Kenai in the back, Pocahontas, John Smith, and the Sprite arrived, distracting him. The hunting dogs cornered the heroes up against a cliff, but the tide turned as Bambi arrived, restored to his adult self, forcing the dogs back. Nuka chased Tod up the cliff, but Slade spotted the fox as well and, blinded by vengeance, shot at him. The shot missed Tod, but caused a rockslide that buried Nuka and the hunting dogs. Stunned, Zira rushed to her son's side, but was too late. Nuka died in his mother's arms. Slade shot at the Spring Sprite, but before he could kill her, Pocahontas leapt in the way. Slade shouted at her to move, but Zira turned and attacked him in a rage. Brutally mauling Slade and knocking him into one of his own bear-traps, Zira was stopped by Copper when he came to his master's defense, but she turned her attention to him. Unwilling to let his old friend die, Tod turned and came to help, standing between Zira and Copper. Seeing that she was outnumbered, Zira decided to retreat.

As Merlin and his allies arrived, they found themselves in the middle of an already heated battle, and were soon surrounded by Scar and Khan's hyenas. Just then, Simba and Tarzan arrived to help, alongside the Forest Elders, who had survived their encounter with the villains. Bambi lent his aid as well, and the heroes managed to force the hyenas back. Seeing Scar and Khan trying to flee, Simba and Tarzan gave chase as the other heroes arrived. As Denahi leapt in and was about to attack Kenai again, the Firebird appeared and attacked the assembled heroes, blasting Kenai and Denahi from the ridge with its fire-breath. The heroes ran from the Firebird as it transformed into a lava flow. Amos Slade was caught in its path as he tried to free himself from the bear-trap Zira had knocked him into. Seeing he was about to die, the Sprite intervened, freeing Slade from the trap and allowing him and Copper to flee. As the Firebird continued its path of destruction, it was suddenly stopped by Mickey Mouse, wearing Yen Sid's hat. Stepping in to face the spirit of destruction, Mickey countered the Firebird's attacks with a summoned torrent of water. Though he was attacked from all sides, Mickey kept up the assault, seeming to destroy the Firebird by smothering it with water and dropping boulders on it. However, the Firebird regained its strength and made to attack again, but was finally defeated when Mickey turned it to stone.

As Scar and Khan were backed up against a cliff, with the Firebird's flames raging below, they turned to see Tarzan and Simba had followed and were eager to stop their reign of terror. As Shere Khan tried to work his silver tongue on Simba again, Simba shut him down, saying that he was done listening to his lies. Scar tried to shift the blame onto the hyenas by claiming that the plan was their idea, not knowing that Shenzi, Banzai, and Ed had followed them and heard everything, withdrawing in anger. As the heroes demanded they leave the Pride Lands, never to return, Scar swiped burning embers at the heroes, scratching Tarzan and temporarily blinding Simba. Shere Khan lunged at Simba, pinning him to the ground; Tarzan attacked Scar, but was overpowered as well. However, Tarzan recovered and managed to knock Scar off as Khan brutally attacked Simba. Intervening, Tarzan drew Khan's ire, but deftly managed to evade the tiger's attacks. While Tarzan was distracted, Scar attacked him from behind, breaking his spear, while Khan tackled Simba, knocking them both from the cliff. Tarzan helped Simba back up; while Khan managed to climb back as well, he noticed that a burning branch had become entangled in his tail. Khan fled in terror as Scar faced off against both Tarzan and Simba. Though he initially managed to hold his own against both heroes, he was tossed over the cliffside as he lunged at them again. Though Scar survived the fall, he found the hyenas waiting for him, revealing to his horror that they had heard him selling them out. As Scar attempted to explain himself to them, the hyenas devoured Scar alive while the heroes looked on in shock. Looking away from the gruesome murder, they saw Khan fleeing towards Pride Rock.

Though the heroes were victorious, they had only won at great cost. Before its destruction, the Firebird had burned a large portion of the jungle to ashes. As Bambi reunited with his friends, the Cheshire Cat appeared again, claiming credit for inspiring Bambi to defeat Gaston. However, the heroes were not too happy to see the Cat after all his mischief. The Cat, not caring in the slightest about what the heroes thought, disappeared as mysteriously as he had arrived. Meanwhile, Louie returned to Team Human Again, cradling the dying Ray. Surrounded by his friends, the brave firefly passed on.

As the heroes mourned the loss of their friends and their homes, they saw Amos Slade, the last of McLeach's hunters, holding the Spring Sprite at gunpoint. Though the heroes were too tired or injured to stop Slade before he could fire, Slade couldn't bring himself to kill the Sprite after she saved his life. Mentally and physically exhausted from the day's events, Slade departed. Copper also gave up his vendetta against Tod after his friend saved him from Zira, sharing a smile with Tod before departing with Slade. Watching the events unfold, Denahi began to rethink his own choices.

Meeting with Tarzan and Simba, Merlin shared the message of hope from the Blue Fairy. Telling the pair of the events beyond the Pride Lands' borders, he asked them for aid against Maleficent. They agreed, though they asked that they be allowed to settle matters with Khan first.

As McLeach was swept downriver to the sea, harried by crocodiles, something seemed to frighten them off. Turning, McLeach saw the rampaging Monstro approaching. Despite his struggle to escape, McLeach was swallowed alive by the leviathan, and unlike Pinocchio and Geppetto, he would not be escaping. Meanwhile, Ratcliffe managed to make it to shore in the wake of his defeat, and was confronted by Zira, who blamed him for setting the events that led to her son's death into motion. Ratcliffe pleaded for his life, and Zira agreed to spare him in exchange for a future favor. As Ratcliffe went into hiding, Zira departed with her youngest cub, Kovu.

Happening upon the battlefield, Madame Medusa searched for Clayton, but was met by Pete, who had also survived the sea battle. Showing Medusa Clayton's hanging body, Pete warned her that she would share his fate unless she agreed to follow Pete's command. Meanwhile, in Germany, Queen Grimhilde snuck through the countryside on her own mysterious mission.

Deciding to use his first wish from the imprisoned Genie, Jafar demanded that the Genie not only restore his powers, but make him the most powerful sorcerer in the world, more powerful even than Maleficent. In Thebes, Hercules returned to Meg's side just as the Fates cut her thread, killing her. The heroes grieved another lost friend as Phil told Hercules "there are some things you just can't change". However, Hercules wasn't willing to give up the fight just yet...

Retaking Agrabah
On Forbidden Mountain, Maleficent took out her rage on Hades for not keeping Mickey Mouse imprisoned after learning of how he had brought down the Firebird. Maleficent decided to put her third plan into effect to bring about Chernabog's return: Hades was to return to the Underworld and channel all the souls in the River Styx into Chernabog's netherworld, giving the Black God enough strength to destroy the barriers keeping him imprisoned. Hades brought up the fact that he was in a dangerous position since Hercules was likely to attack the Underworld to get Meg back. Maleficent instructed Hades to keep Hercules occupied in the Underworld until Chernabog had arrived, since Hercules' strength was the biggest danger to Chernabog aside from Yen Sid's magic. Hades pointed out that they were outnumbered by the hero forces, and even if he could contain Hercules, it was unlikely Maleficent would be able to hold off the heroes before they overwhelmed her, but she had a plan for this as well. She would bring the Titans to bear against the heroes to help even the odds. Hades suggested that he would need the Titans to help against Hercules, but Maleficent immediately shot this idea down, warning Hades not to dare her wrath. As Maleficent departed, Hades stewed in frustration at the idea of his most hated nemesis coming after him, before coming up with an idea to get assistance...

In Agrabah, Madame Mim welcomed Jafar back as he returned with the Magic Lamp containing the Genie. Jafar explained the situation to Mim and warned her that it was likely the heroes would try to take the city back. They immediately began planning Agrabah's defense. In the seas, Ursula was angry over the fact that Jafar had managed to claim the lamp before she could. Plotting revenge, she planned to use the power of the Trident to flood the world, destroying both the hero and villain forces before laying claim to the planet herself.

At the Red Lobster Inn, Pete and Madame Medusa met with Stromboli and Winky. Pete explained to the assembled criminals that Maleficent had tasked him with seeing to affairs should the war turn against the villains and to ensure that Maleficent's legacy endured after the war. Promising the others that they would be at the top of the new order if they helped, Pete secured their loyalties. On Pride Rock, Shere Khan returned after the battle of the savannah and declared himself king since Scar had been killed. Telling the hyenas that he knew they had slain Scar, Khan warned them that he would tolerate no betrayals. Unwilling to test the tiger's strength and wrath, the hyenas fell into line behind him.

As Merlin returned to the resistance in Thebes, he learned from Aladdin of how Meg had passed away shortly after the battle of the Pride Lands. Aladdin also warned Merlin that Hercules had left to confront Hades in the Underworld, despite Aladdin's attempts to dissuade him. Meanwhile, Merlin's other allies arrived and united with the resistance. Belle and Maurice were reunited, and Cinderella used the Fairy Godmother's wand (recovered from Castle Grimhilde after Lady Tremaine's defeat) to restore the Fairy Godmother to life, freeing her from her stone prison. Unseen by any of the heroes, Queen Grimhilde's raven also arrived, with a strange interest in Snow White, who was still asleep. Rather than trying to attack or alert the villains, however, it seemed to only be interested in watching over Snow White.

As Ariel entered the open sea, Sebastian, Flounder, and Scuttle caught up to her and asked why she had separated from the others. Ariel revealed that she was intent on finding Jafar and rescuing the Genie, feeling helpless at being unable to prevent the Genie's imprisonment and at failing to stop Jafar from defeating her father. Having lost two loved ones to Jafar's mad bid for power, she was inconsolable, even to her friends.

Knowing that Hercules' plan to confront Hades in the Underworld, where the god would be most powerful, was a suicide mission, Merlin tasked Mickey Mouse, Donald Duck, and Goofy with finding Hercules and bringing him back before he could come to harm. As Winnie the Pooh and friends left the Pride Lands, accompanied by Peter, Bongo, and Brer Rabbit, they found the Disney Dogs and Cats, who agreed to take them back to the resistance in Thebes since they had nowhere else to go.

Back in Thebes, Basil and the League of Gentlemice finally got a chance to formally introduce themselves to Aladdin and the resistance leadership. With Ratigan finally dead, they agreed to help the resistance in whatever way they were needed. Aladdin decided the next target of the resistance should be Agrabah, both to remove the threat posed by Jafar and to liberate the Genie. Razoul and the royal guardsmen, though reluctant to follow their former rival's command, agreed to accompany Aladdin, since they were responsible for the Sultan and the city of Agrabah's safety. In the Pride Lands, Pocahontas, John Smith, the forest animals, and Team Human Again vowed to help Simba and Tarzan's forces take back Pride Rock.

With Stitch's spacecraft critically damaged after the battle off the shore of the Native Lands, it appeared the heroes were stranded. Fortunately, Prince Eric arrived and volunteered the use of his ship to carry the heroes across the sea to the resistance. Though Lightyear was reluctant to bring the children along, the others agreed that it would be far worse to leave them in the Native Lands. With Peter Pan, Lilo, and Jim Hawkins vouching for the children's capability, Lightyear agreed to let them come along.

On Mount Olympus, the Blue Fairy met with Zeus and King Triton (still a sea polyp) to ask them to lend their aid in the war. Though Zeus was reluctant to allow the gods to interfere in mortal affairs, a powerful and familiar spirit appeared before them and spoke up on the Fairy's behalf. Zeus agreed to a compromise; though he would not involve the Olympian gods in the war, he and Triton, if he was restored, would intervene as representatives.

With the final stage of the war at hand, Maleficent prepared her troops for battle, summoning a cloud of darkness to cover the land. Chernabog looked on in delight, sending one his demons, a sinister cat, to serve as the herald of his coming.

On their way to the Underworld to find Hercules, Mickey, Donald, and Goofy were passing through a cemetery when Pete and his gang arrived in a stolen car. Removing his hood, Pete revealed himself as his allies attacked the heroes. With the element of surprise on their side, the criminals quickly got the upper hand, with Stromboli slapping Goofy in the face and Madame Medusa beating Donald with a cane. Though Mickey dodged Winky's sword, Pete himself knocked Mickey to the turf. Having no time to waste with Pete's band of miscreants, Mickey donned Yen Sid's hat to deal with them. Though Pete recognized the danger, Madame Medusa charged in and got knocked back with a blast of magic for her trouble. Finding a second wind, Donald charged Winkie and beat him over the head with a broom before Winkie could bring his sword to bear. Goofy joined the fray, avenging himself against Stromboli by hitting him in the face with a club. Pete ordered his gang to concentrate on Mickey, but the mouse scorched his archenemy with another blast of magic. Seeing that they were outmatched, Pete and his allies retreated, allowing Mickey and his friends to continue on their journey.

Aladdin and a small army of resistance fighters arrived in Agrabah and prepared to lay siege to the palace. Summoning the Genie, Jafar commanded him to lift the building onto a mountain, making it easier to defend. While the heroes were distracted, Madame Mim came out to meet them. Rajah made to attack her, but Mim simply transformed the tiger into a harmless kitten. Razoul and his guardsmen charged in, eager to avenge their unwilling servitude to Mim, but the witch summoned a broomstick and took flight, leaving the guards to crash into each other. As she flew around the battlefield, Dumbo flew after her, with the two circling each other, trying to get the upper hand. Finally, the Beast swatted Mim out of the air, knocking her into a lake. Just as it seemed she had been beaten, Mim emerged from the water, transformed into a colossal dragon. Using her fire-breath, Mim kept the heroes back and managed to wound several of them. Seizing a rocket, Mulan used Mushu to light the fuse and launched it at Mim, finally knocking her out. As the heroes scaled the cliff to attack the palace, Jafar tried to bar the gates, but the Chinese soldiers used a battering ram to break them in, smashing Jafar behind them. The heroes stormed the palace, only for Jafar to emerge and use his second wish to command the Genie to attack. Though the laws of the lamp prevented him from killing anyone, the Genie had no choice but to summon an army of monsters to attack the heroes for him. Shang and Quasimodo engaged the ogre-like Backson, with Quasimodo managing to knock it off the cliff. Yao slew a minotaur with another rocket launcher, while Razoul killed a griffin with his sword. Meanwhile, the Beast took out a gigantic lizard, also summoned by Jafar. The heroes worked together to bring down a fearsome two-headed dragon, with Bernard and Bianca baiting it into incinerating its heads with its own flames. Gradually, the heroes managed to fight through the other monsters, destroying them and allowing them to turn their attention to Jafar. Mulan seemed to destroy the sorcerer with a rocket launcher, but he emerged from the rubble unharmed and started beating the heroes back with his magic. Before the battle could be decided, however, the Rock Titan arrived, having been sent by Maleficent to aid Jafar. Jafar prepared to depart with the Genie; Aladdin tried to stop him, but the Titan tossed a boulder at Aladdin, knocking him from the Flying Carpet. Mulan also tried to attack, but Iago beat her back, allowing Jafar to escape. The Titan began tearing the palace apart, but Belle managed to open up an escape route. The League of Gentlemice freed the Sultan from Jafar's dungeon, allowing the monarch to escape with the heroes before the Titan leveled the building.

Wrath of the Titans
As Prince Eric's ship, carrying the space and child heroes, sailed for Europe to meet up with the resistance, Flotsam and Jetsam informed Ursula of their approach. Eager to avenge her earlier defeats at Atlantis and the Native Land, Ursula prepared to strike once again. At the same time, Ariel also noticed the ship. Going to investigate, she was surprised to find Eric on board. The two had a tearful reunion, and Eric and the other heroes promised to help Ariel find her lost loved ones.

Arriving at Pride Rock, Simba and the heroes of the wilderness prepared for the battle to bring Shere Khan to justice. Though they knew the task would not be an easy one, the heroes vowed to help Simba reclaim his rightful throne.

In Thebes, while the resistance waited for Aladdin's group to return, Merlin readied the others for the final battle. Just then, the Titans arrived to attack the city. As the Wind Titan and the Ice Titan rampaged, the heroes scattered, trying to get the non-combatants to safety. Though the Titans passed through, a gigantic Cyclops following in their wake cut off the heroes' escape. Merlin tried to stop the giant, but it simply batted him away. Most of the other heroes managed to escape, but Pooh and Friends were separated from the rest of the resistance and found themselves caught directly in the Cyclops' path. Before they could be crushed, however, Willie the Giant made a surprise return and beat the other giant back with his club. Willie quickly ushered the 100 Acre Wood residents to safety, but just then the Cyclops recovered and kicked him to the ground. Before the Cyclops could attack the heroes again, Willie grabbed the Cyclops' leg and pulled him down, sending both tumbling off a cliff. This time, neither Willie nor the Cyclops would survive the fall. As Merlin returned to the battlefield, he found the other heroes mourning Willie's brave sacrifice.

Though Ariel and Eric were happy to be reunited, the heroes couldn't help but shake the feeling that they were being watched. Their senses proved correct as Ursula teleported onto the ship's deck, surprising the heroes. Buzz Lightyear made to shoot her with his wrist-blaster, but Ursula reacted quicker and broke the weapon with a slap of her hand. Charging Ariel, the sea witch grabbed her before she could escape and dove overboard. As the heroes gave chase, with the Atlantean team manning their submarines, Flotsam and Jetsam intercepted them. Tinker Bell threw a blast of magic at the eels, halting their approach. Ursula readied the Trident, planning to make Ariel watch as she destroyed her friends, but gravely underestimated the mermaid. Ariel grabbed Ursula by the hair, making her shot go wide and strike Flotsam and Jetsam, obliterating the eels. While Ursula mourned her pets, Ariel managed to escape and head back for the ship. Enraged, Ursula unleashed the full power of the Trident and grew into a colossal sea goddess. Ursula summoned a storm, causing large waves to batter the ship. In the chaos, Stitch was knocked overboard - a serious problem, as he was unable to swim. Thinking quickly, Ariel dove back into the surf and grabbed Stitch, returning him to the relative safety of the ship. As Captain Amelia tried to keep the ship from capsizing, Monstro suddenly arrived, still on the warpath after being released from Ursula's control. The whale rammed the ship, sending the heroes sprawling. As Silver lost his balance on the mast, Jim managed to pull him back to safety. Underwater, Milo and the mercenaries fired on Ursula with torpedos, but she merely batted them aside with her tentacles and blasted the weapons with the Trident, preventing them from getting a clean hit. As Ursula prepared a massive blast to finish off her enemies, Monstro suddenly turned his attention to her. As Ursula raised the Trident to kill the troublesome whale and Monstro charged the witch, Milo got an idea. As the two giant sea creatures were focused on each other, Milo commanded the other submarines to fire all their weapons on the two. Unable to get out of the way, Ursula and Monstro took the full brunt of the assault. A backlash of magic energy from the Trident added to the destruction. As the smoke cleared, nothing was left of either Ursula or Monstro. After repairing the damage to the ship, the heroes continued on their way.

As Aladdin and his team returned from Agrabah, they found Thebes in ruins and the resistance still recovering from the attack by the Titans. Finding that Mickey and Hercules had still not returned from the Underworld, Aladdin decided to assemble a task-force including Robin Hood and Prince Philip among their number to go and see what was happening. Merlin was reluctant to send even more heroes on such a dangerous assignment, but saw no alternative.

As Ursula's soul arrived in the Underworld, she found the shades of other deceased villains including Cruella and Gaston bemoaning their fate. Just then, Hades arrived. Telling the shades that Hercules was on his way to the Underworld, Hades offered them another chance to prove themselves. Anxious for action, the villains agreed, vowing to make Hercules suffer.

As Simba and Tarzan's group arrived at Pride Rock, they found the full hyena army blocking their path. Needing a distraction to get the hyenas out of their way, Simba tasked Timon, Pumbaa, and Baloo with organizing a diversion. With a song and dance, Timon and Baloo presented Pumbaa to the hyenas as food while the others snuck past. Taking the bait, the hyenas gave chase, only to be ambushed by another group including Terk, Tantor, Buck, Lucky Jack, Jane, Professor Archimedes, Rutt and Tuke. While they kept the hyenas occupied, Kaa emerged, having heard the commotion. Hypnotizing Maggie and Mrs. Calloway, Kaa prepared to eat them when Grace, immune to Kaa's hypnotism, delivered a powerful kick to the python. Kaa slithered away in defeat, followed by the hyenas, who had lost the brawl with the heroes. Meanwhile, as Simba and Tarzan searched for Shere Khan, the tiger emerged from hiding. As the ambush team arrived, Simba gave Khan an opportunity to surrender peacefully, reminding Khan that he was outnumbered. However, Khan elected to fight, wanting to take down as many heroes as he could before he fell. Even with their advantage of numbers, the heroes found Khan a dangerous opponent with his size, strength, and ferocity. As the heroes were beaten back one by one, Kenai tried to stop Khan, leaping onto his back and pinning him down. However, Khan overpowered him and tossed him to the ground. Before Khan could kill Kenai, Denahi suddenly arrived and came to his brother's defense, distracting the tiger. Recognizing his old enemy, Khan attacked Denahi, knocking him into a crevasse before attacking the others again. Seeing the others overwhelmed by Khan's onslaught, Simba and Tarzan moved in to take him on together. Protecting each other whenever Khan got the upper hand, the two heroes soon had Khan in a stalemate. Denahi began to slip and fall into the fissure, but Baloo and John Smith managed to pull him to safety. Just then, the Lava Titan arrived, forcing the heroes to retreat. Still locked in combat with Khan, Simba exchanged blows with the tiger before finally overpowering him. He and Tarzan joined the others as they made their escape, only to be cut off by a deep gorge. The heroes who could leapt across, while John Smith knocked a log down to serve as a bridge for the others. No sooner had they all gotten safely across, however, than Khan charged them and tried to leap across. However, wounded from the battle, he miscalculated his jump and slipped, causing the side of the cliff to crumble and send him plummeting into the ravine. Pacha nearly fell in as well, but Kuzco managed to pull him back in the nick of time. As the heroes fled, Khan, still alive, found that he was pinned down by a large boulder. The Lava Titan closed in and burned Khan to death in molten lava. As fires raged around Pride Rock, Chernabog watched in delight, having claimed Khan's soul to fuel his power.

The Shadow of Death
Putting her plan into motion, the Blue Fairy summoned the spirits of dead heroes, including Mufasa, Sitka, Ray, and Triton's wife Queen Athena. Though they were reluctant to leave the peace of the afterlife, the Fairy convinced the spirits to help her stop Chernabog, warning them that if he won the war, not even the dead would be safe. Meanwhile, the Trident returned to King Triton after Ursula's fall, returning the king of the seas to his normal form.

Finding out that Mickey and Aladdin were coming to the Underworld on Hercules' trail, Hades readied his minions to defend the realm. The shades of Ursula, Cruella, Gaston, Sa'Luk, McLeach, and Shan Yu joined forces with Nessus, Hades' three-headed hound Cerberus, Pain, Panic, and a monster thought long dead to get their revenge.

As Aladdin's team arrived in the Underworld, they found an unconscious Mickey Mouse being tended to by Donald and Goofy. Mickey explained that they had found Hercules and tried to convince him to return to the resistance, but the demigod refused, unwilling to leave before he had found Meg's shade. As Hercules stormed off, Mickey, Donald, and Goofy tried to follow him, but they were ambushed and quickly overwhelmed by the villain shades. Though shaken by the fact that Hades had brought their old enemies back into his service, Aladdin and Mickey's team pressed on.

On Forbidden Mountain, Jafar returned to Maleficent and Yzma, telling them that the heroes had forced him out of Agrabah. He also turned on the Genie, angered that he hadn't done more to stop the heroes. The Genie tried to explain that the rules of his service prevented him from killing anyone directly, but Jafar refused to listen. Maleficent, Yzma, and Jafar departed to prepare for the final battle, leaving the Genie behind. Recognizing an opportunity, the Genie also left to find Aladdin, since the rules also stated that he was free to do whatever he wanted when not being actively ordered.

In Thebes, Merlin and the resistance saw Eric's ship pulling into harbor, carrying with it the space and child heroes. While Jim reunited with his mother, more reinforcements arrived as Simba, Tarzan, and the wilderness heroes met up with the resistance after the battle of Pride Rock. Knowing that the time had come to meet Maleficent in the final battle, Merlin ushered the entirety of the hero forces to the east, where the Titans had been heading.

In the Underworld, Hercules broke into Hades' palace, demanding Meg's release. Hades calmly brought Hercules to the River Styx, followed by the evil shades. At the same time, in Chernabog's infernal realm, the Black God and his demon minons feasted on the souls being given to him by Hades. At long last, he was ready to break the dimensional barriers and return to the realm of mortals...

As Aladdin's team arrived at Hades' palace, they were met by Nessus, who punched Aladdin to the ground. Unfazed, Aladdin taunted the centaur, and, helped by Panchito, tricked him into charging into a wall. The colossal Cerberus entered into the fray, but much-needed help arrived in the form of the Genie. As Cerberus made to attack, Genie grew to an enormous size and ordered Cerberus to stand down. Frightened by this show of force, Cerberus obeyed. Nessus recovered and charged the heroes again, but Genie transformed into a fat redneck and rammed Nessus into the air with his stomach. As the heroes headed further into the Underworld, Hades and Hercules arrived at the River Styx, where Hades showed Herc Meg's soul. Hercules was free to take her, Hades said, but only in exchange for his own soul. At that moment, Aladdin's team arrived, but the evil shades stepped in to bar the way to Hades. The heroes fought bravely, but found themselves unable to harm the ghostly villains, while they were more than able to harm the heroes. While the heroes fought on, Aladdin managed to get closer to Hades and warned Hercules not to fall for the god's tricks. Pain and Panic restrained Aladdin and Hercules, feeling he had not other choice, dove into the River Styx, only for Hades to reveal that the life-draining waters would kill Hercules before he could get to Meg. Enraged, Aladdin fought free of Pain and Panic's grasp, only for the demons to fuse into a two-headed monster and fight him back. The others managed to join in, but found their attacks as useless against Hades as they were against his minons. To make matters worse, the Hydra arrived on the scene as well, having survived the earlier fight with Mickey, Donald, and Goofy. The heroes tried to lop its head off again, but two new heads grew for every one it lost. The Hydra, the shades, and Hades quickly got the upper hand, beating the heroes back. Just as things seemed hopeless, the Blue Fairy and her team of spirits arrived, including new arrivals Kerchak, the patriarch of Mulan's family line, and the opera-singing whale Willie. Working together, Aladdin's team and the Blue Fairy's team beat back the shades; as fellow spirits, the deceased heroes were able to harm the shades, forcing them into the River Styx, where they were destroyed. Hades went to attack the heroes himself, only for Nessus to fall out of the sky and crush him. Nessus stood up in a daze, but was knocked down again by a flick of the Blue Fairy's wand. Pain and Panic charged Ray, only for Ray to simply fly past. Too late, the demons realized Ray was only a distraction for Genie to stomp on their heads, forcing them apart. As the Hydra moved to attack the heroes, Willie sang an aria so high that it brought down the ceiling, crushing the Hydra underneath tons of rocks, finally killing the monster for good. Recovering, Hades made to attack again, revealing that he was immortal and could not be killed. As the heroes prepared for their final stand, Hercules swam after Meg's soul, with the river's waters aging him into an early death. Just as the Fates tried to cut his thread, however, it became unbreakable. Hades prepared to finish off the heroes, only for Hercules to rise from the water with Meg's soul in his arms, his courage and self-sacrifice having earned him immortality and true godhood. Hades desperately tried to bargain with Hercules, only for Aladdin to sneak up behind him and punch him into the River Styx. As the heroes departed in good spirits, Hades was dragged to the bottom of the river as Pain and Panic looked on.

In eastern Europe, carrion birds watched as the heroes arrived at a ruined village in the shadow of Bald Mountain, where Maleficent was waiting for them. Stepping forward, the Mistress of All Evil demanded the resistance's surrender, telling them it was only a matter of time before her patron arrived and the heroes' fate was sealed. The heroes refused, having had enough of Maleficent's threats. Seeing the heroes would not be cowed into submission, Maleficent lashed out with a blast of magic, but it was intercepted by another bolt. As the smoke cleared, Mickey stood revealed, wearing Yen Sid's hat and accompanied by Aladdin, Hercules, the Blue Fairy, and the other heroes returning from the Underworld. Maleficent's remaining allies, including her army of goons, Jafar, Yzma, and the Titans, revealed themselves. With Merlin at their head, the heroes charged and the final battle commenced. The heroes first clashed with the goons, quickly forcing their way through their ranks. A squadron of goon archers rained arrows down on the heroes from a ruined building, but Quasimodo seized a rope connected to the wall and pulled it down, collapsing the building and the goons with it. Yzma and Kronk charged into the fray, knocking Bongo aside as they did so, but Zeus arrived and fried the pair with a lightning bolt. Maleficent ascended a ruined tower to command her forces, but Hercules followed her on the back of Pegasus. As the two leaders clashed, Kuzco and Tiana saw that Yzma had dropped some of her potions in the chaos, including the one that could restore their human forms. While struggling for the potion, Yzma accidentally shattered another, transforming her into a kitten. Even in this form, Yzma proved a surprisingly tough adversary, holding off several of the animal heroes and taking the human potion before Brer Rabbit kicked her into a wall, knocking her out. The potion nearly fell into a gorge, but Tiana grabbed it just in time. While Genie and the other heroes battled the goons, Jafar stepped into the fray, blasting Goofy out of the way with a magical explosion. Jafar then made his third and final wish: to be transformed into an all-powerful genie himself. Genie had no choice but to grant the wish, and Jafar reveled in his newfound power. Before he had a chance to bring his cosmic might to bear against the heroes, Ariel realized he had made a mistake: like all genies, he was bound to a lamp of his own. Seizing the lamp, Ariel imprisoned both Jafar and Iago within it. Seeing she was losing the battle, Maleficent ordered the Titans to attack. Merlin fired on the approaching Titans with blasts of magic, but they glanced off harmlessly. The Ice Titan caused an avalanche to bear down on the heroes, sweeping Tigger, Roo, Mulan, and Shang off towards certain death. Mulan managed to rescue Shang and herself in the nick of time, but Tigger and Roo were swept over a cliff. Just as it seemed they would be killed, the pair leapt into the air with a terrific bounce, evading the Titans' attacks and getting back to safety. The deceased heroes, Zeus, and Triton stepped in to battle the Titans, managing to turn the tide. While Willie the Whale caused a flood of his own tears that Flora, Fauna, and Merryweather turned into a stone shield to protect the other heroes, Triton blasted the Rock Titan's twin heads off with the Trident. The Titans tried to flee, but Pecos Bill lassoed the Wind Titan and used it to restrain the other Titans, allowing Mickey to use his magic to hurl the giants into the atmosphere, where they exploded. As the heroes rejoiced, Maleficent, her most powerful minions having been destroyed, teleported down to finish the fight herself. As the heroes watched in horror, Maleficent transformed into a mighty dragon. At that moment, hellfire erupted from the peak of Bald Mountain. At long last, Chernabog had arrived.

Light vs. Darkness
While battle raged on Bald Mountain, Grimhilde snuck into the seemingly abandoned fortress on Forbidden Mountain to retrieve a mysterious spellbook from Maleficent's possessions. She was surprised to find Pete waiting for her, but instead of attacking, Pete told Grimhilde that Maleficent had expected her to find the spellbook and was interested in an alliance to continue her legacy. Intrigued, Grimhilde accepted and departed with Pete.

Across the world, the spirits of the dead rose up, attacking anyone in their way as they headed towards Bald Mountain to serve Chernabog. The archdemon began his attack on the heroes, causing a great earthquake that ripped open the ground, causing Yzma and many heroes to fall into the fissures. The heroes managed to climb back to safety, but Yzma was lost. Just as it seemed the worst was over, Chernabog's demons erupted from the fissures, attacking the heroes. The ghosts and evil spirits also arrived on the scene, joining in the assault. Chernabog's demonic cat herald appeared before the animal heroes, harassing them. Recovering from the initial shock, the heroes charged into battle once more, with many of them attacking the dragon Maleficent. However, her fiery breath kept them at bay as she bore down on Hercules, determined to kill the demigod who had caused her so much trouble. The others tried to keep her distracted, but Maleficent easily knocked them aside. As most of the resistance battled Chernabog's demons, the cat attacked Basil, brutally beating him to the ground. Maleficent backed Hercules up against a cliff and, despite Peter Pan and Jim Hawkins' attempts to keep her occupied, she knocked the sword from his hands, pinning him to the ground and preparing to tear him apart. As she went in for the kill, Merlin leaped off a ledge above her and transformed himself into a walrus, crushing her beneath his weight. While Maleficent throttled Merlin, Hercules seized the opportunity to retrieve his sword. Before Maleficent could attack him again, Hercules hurled the blade into her chest. As another tremor shook the earth, Hercules, Merlin, and the other heroes got to safety as the cliff collapsed beneath Maleficent's weight. Chernabog looked down and saw Maleficent's cloak with Hercules' sword through it, all that remained of the sorceress. With Maleficent finally dead, Mickey Mouse donned Yen Sid's hat and scaled the peak to battle Chernabog himself. Chernabog fired tremendous blasts of demonic magic at his adversaries, knocking the heroes back. As Chernabog's ghosts and demons surged in, the benevolent spirits tried to keep them back, but were overcome by their enemies' power and numbers. Seeing the situation was growing more dire, Mickey climbed to a high perch and engaged Chernabog once again. He was knocked to the ground by a blast of Chernabog's hellfire despite his attempt to halt it, knocking his hat off. As Chernabog prepared to finish the heroes off, the Spring Sprite rushed into battle, summoning the spirits of all that was good and pure in the world to stop Chernabog's rampage. Seeing what was happening, Mickey recovered his hat and began pouring all his energy into the spirits of light, allowing them to start to overcome Chernabog. While the demon cat was distracted by this turn of the tide, Basil seized his robe and pinned it beneath the rocks on the mountainside, allowing Merlin to destroy the demon with his magic. Seeing what Mickey and the Sprite were doing, the combined forces of the heroes began cheering them on, their energy and their weapons fueling the counter-attack. When the spell was finished, Mickey fired it at Chernabog, finally staggering the Black God. Drained of energy, Chernabog could not prevent himself from being forced back into his realm. As he retreated, however, he warned the heroes that as long as darkness and evil remained in the world, he would endure. He vowed to return and take his vengeance.

In New York City, Pete and Queen Grimhilde received word that Maleficent and Chernabog had failed. Deciding to put their plot into motion, the two separated to see to their duties. Meanwhile, having recovered from the battle for Agrabah, Madame Mim arrived at Bald Mountain and rescued Yzma from certain death. Mim explained that she had her own plans to continue Maleficent's legacy and offered Yzma an alliance.

Returning to Yen Sid's tower to pay his respects, Mickey Mouse was greeted by a mysterious but familiar voice, congratulating him on his role in Chernabog's defeat and asking him to relinquish the hat. Mickey did so, and the hat disappeared in a beam of light. Though left with many questions, Mickey was confident that what had just happened was a good thing.

As the Blue Fairy prepared to return the deceased heroes to the afterlife, she allowed them a moment to say goodbye to their friends and loved ones. Triton and Ariel got to see Queen Athena again, Kenai and Denahi reunited with Sitka, Tarzan and Simba got to see their fathers again, and Pooh and friends got to thank Willie the Giant for saving their lives.

As the heroes returned to Thebes, Merlin and the Seven Dwarfs found Snow White still asleep. Concerned that they may never find her Prince, Merlin suddenly noticed Grimhilde's raven standing over Snow White. Realizing what was happening, Merlin used his magic to return the raven to its true form: the Prince, transformed into a raven by Grimhilde at the beginning of the war. With a kiss, the Prince awoke Snow White, and the pair celebrated with the Dwarfs while Merlin, the Fairy Godmother, and Archimedes looked on with joy. Meanwhile, Hercules at last returned Meg's soul to her body, allowing her to come back to life.

Having been separated from the Beast during the battle, Mulan and Quasimodo reunited with him in Thebes, but something miraculous had happened. Mickey and the Sprite's spell had combined with Mama Odie's previous magic to break the curse that affected the Beast and his servants, returning them to their human forms. Ariel gave the Genie the lamp containing Jafar and Iago, which Genie hurled into the desert, intending Jafar to spend the rest of eternity imprisoned as he had once been. As thanks to his daughter for saving him and as a reward for her courage in battle, Triton fulfilled his daughter's greatest wish, transforming her into a human to allow her to be with Prince Eric.

As Rafiki looked on, Team Human Again at last finished their quest, with Kuzco, Tiana, and Naveen drinking Yzma's potion to finally return them to their human forms. As Owl and Kanga arrived in Thebes, they reunited with Pooh and Friends, their journey at its end. The friends also found Christopher Robin, safe and sound, before departing for 100 Acre Wood. Aladdin watched them leave, happy that they had found their friend.

As Maggie, Grace, and Mrs. Calloway returned to the Patch of Heaven ranch, they were joined by Pecos Bill, Buck, and Lucky Jack, as well as the reformed Amos Slade, Copper, and Chief, who had recovered from his injuries. The friends decided to live together on the ranch. Meanwhile, the Disney Dogs and Cats returned the children heroes to their families, while also returning to their own owners.

In the Native Land, John Smith bid farewell to Pocahontas and Denahi, having to return to England. Milo, Kida, and the mercenary team also headed back to Atlantis, though all of them promised to keep in touch with each other. In the Pride Lands, Tarzan, Mowgli, and the other wilderness heroes watched as Simba took his rightful place as the new king of Pride Rock. Tarzan and the gorillas vowed to maintain peace and friendship with the lions.

As Bambi, Tod, Kenai, and the other animals of the forest returned to their homes, the Spring Sprite used her powers to repair the damage caused by the Firebird, returning the forest to its former glory. Meanwhile, in space, the Grand Councilwoman and representatives of the Galactic Federation awarded Lilo, Stitch, Buzz Lightyear, his team, and Jim Hawkins with the highest commendations for their heroism during the war.

As a celebration was held at Sarah Hawkins' inn, Jim and Alice bid farewell to Peter Pan, Tinker Bell, and the Lost Boys as they headed back to Neverland. They were accompanied by Long John Silver, partially to join Pan and the Lost Boys in their adventures and partially to avoid prosecution by the Grand Councilwoman now that the war was over.

With Ratigan finally brought to justice, the League of Extraordinary Gentlemice disbanded and bid their farewells to each other, though they promised to keep in touch should trouble rise again. In Paris, the leaders of the resistance met to celebrate their hard-won victory. They feasted and danced the night away, while also vowing to keep a look out for any future threats.

Meanwhile, in a distant realm, Yen Sid watched as the heroes celebrated the end of the war. At the same time, he could not shake the feeling that something terrible was about to transpire...

Part One
Three months after the events of the last war, a new challenger set out to make his name known as Mozenrath, having seen Maleficent's attempt to conquer the world, now prepared to make his own attempt. He consulted the Evil Queen's Magic Mirror which told him that Hercules was a threat. Mozenrath then set out to deal with Hercules.

A duo of hunters from the Huntsclan arrived in New York City to capture a clan of gargoyles after rumors had spread about their appearance. The leader of the Manhattan Clan however wasn't about to take their invasion laying down. As the gargoyles and the hunters charged each other, the Huntsman knocked Goliath back with his staff. The Huntsgirl slashed at Broadway but he leaped back and dodged it. The Huntsman fired a blast at the gargoyles which scattered them but Lexington flew back around and knocked the staff out of the Huntsgirl's hands. The Huntsman quickly caught it and zapped Hudson with an electrical blast when he tried charging him. Goliath then attacked the Huntsman and as the two fought, the Huntsman knocked Goliath off the building with a swipe of his staff though Goliath managed to cling to the edge of the building. The Huntsgirl knocked Brooklyn amongst the other gargoyles as the Huntsman trapped them in an electrical net. As Goliath climbed back up to rejoin the fight, the Huntsclan teleported away with the gargoyles, leaving Goliath to scream in rage.

Seeking to tie up all loose ends before enacting his plan, Mozenrath sent out one of his monsters to lure out his biggest hindrance, Hercules. The monster knocked Hercules down with a quick punch then took to the skies. Hercules flew after it on Pegasus and jumped on its back, riding it through the air. Hercules then launched the monster into a wall, knocking it out. Mozenrath then emerged to face Hercules himself and used magic to tie Meg up before warping her away. Hercules charged Mozenrath only for him to be knocked down with a blast of magic. Mozenrath then blasted Hercules again, seemingly obliterating him. As Phil mourned, Mozenrath departed.

Back home, Stitch sneaked into the kitchen for a midnight snack when he was suddenly ambushed by a mysterious intruder, the Liquidator. He began to flood the kitchen as Stitch struggled to swim. While Stitch climbed higher up the walls to avoid the rising water, Lilo went looking for Stitch. She noticed the puddles of water and followed them. As Stitch hung onto the light on the ceiling, Liquidator filled the room with water. As Liquidator departed through a vent, Lilo found Stitch unconscious. She managed to rouse him from unconsciousness as Liquidator watched from a distance.

After hearing about the crazy battle atop Xanatos Enterprises, Kim Possible and Ron Stoppable went to investigate. But they ran into one of the gargoyles said to prowl around New York, the human hating Demona. Kim and Demona traded blows until Kim shot her grapple gun at a nearby pipe, releasing hot steam. Ron tried to assist Kim but Demona shot at him with her laser, sending him running for cover. Demona fired her laser at Kim but Kim used her reflector to send it right back at Demona. But Demona recovered quickly and hit Kim with her laser, sending her sprawling to the ground. Demona then prepared to kill Kim with a final blast from her laser. As Kim gaped in terror, realizing she was about to die, Ron ran in and kicked Demona as she fired, throwing off her aim and completely missing Kim. Realizing the odds had turned against her, Demona departed.

Phoebus and his friends had returned to Paris and were dedicated to keeping the streets clear of bandits. As it just so happened, the captain of the guards came across a band of thieves lead by Abis Mal. As Phoebus drew his sword, he sent the guards to apprehend the thieves. As the two groups fought, Abis Mal came at Phoebus with a fish but Phoebus pulled scaffolding down on Abis Mal. As the other thieves came at Phoebus, Esmeralda threw a stone at some wine barrels, knocking them onto the bandits. She then picked up a large candlestick and beat the thieves into submission with it. Phoebus then punched Abis Mal to the ground when he tried to attack again. Esmeralda's goat then head butted Abis Mal, knocking him into the other thieves. As the guards prepared to apprehend the thieves, Abis Mal and his gang retreated.

The Hundred Acre Woods was being invaded by Duke Igthorn and his army of ogres. As Tigger encountered them, he was sent running. At the same time, Pooh and his friends were having tea with their new friend the Reluctant Dragon. At that moment, the ogres and Tigger caught up with them and Pooh and his friends prepared for battle. An ogre lunged at Piglet but he dodged put of the way, sending the ogre crashing into a tree. Rabbit then ran in and smacked the ogre with a broom, knocking it out. As two ogres rushed Tigger, he bounced away causing the ogres to run into each other. Finding themselves overwhelmed, Pooh and friends began to retreat. As Igthorn prepared to attack them again, the Reluctant Dragon decided to hold Igthorn off. The Dragon whacked ogres away with his tail and breathed fire at Igthorn himself, burning his shoes to ash and sending him and his ogres running.

Lawrence was searching for Facilier's magic talisman in order to bring him back to life. At last his search was over as he found child psychic, Lil' Gideon was holding it. Lawrence saw his chance to get it when Gideon dropped it but Dipper and Mabel, who had come to see the show interfered as Mabel laid down as Lawrence walked towards Gideon, tripping him. She then started rolling away and knocked the talisman away. As Lawrence ran after it, Dipper fell to the ground, tripping Lawrence again and knocking him into a tuba. As Dipper and Mabel left together, Lawrence pulled himself out of the tuba and was confronted by Gideon who had retrieved the talisman. The two then agreed to join forces.

In Brownstone National Park, a bear named Humphrey and a lion named Louie both found a basket of food and both wanted it all to themselves. Humphrey tried to make off with it but Louie lunged at him, only to miss. As Louie charged at him, Humphrey ran but Louie managed to slash him as he jumped in the air in pain. As Louie backed Humphrey into a corner, a large group of hunters arrived for hunting season. The two ran as a hail of gunfire followed them.

Mickey and his friends got a phone call from an anonymous tipster about an evil genius who could be plotting something that would put the whole world in jeopardy. They were right to be worried after what happened before. But it turned out that they were walking into a trap as the tipster was revealed to be Dr. Drakken as he sent them into his lab. Drakken then got into a mecha and started shooting at them. As Mickey tried to rally the others, Drakken blasted him off the ledge. But a platform lifted Mickey back up and he ran at Drakken. As Drakken tried to blast him, Mickey pole vaulted over him and started to tie his mecha up. Mickey then threw it off balance as he departed with Donald and Goofy, leaving Drakken to rage about him.

Pete and Dr. Doofenschmirtz had been working on a device that would transport them to another world. But as the machine was nearing completion, Darkwing Duck stormed in and attempted to thwart the two villains. Pete fired a mechanized gun at Darkwing, but he vanished in a puff of smoke and appeared elsewhere. Pete sent rocks flying at Darkwing but he deftly dodged them. Pete then sent two boxing gloves to hit Darkwing as he taunted them, flattening him cartoonishly. Darkwing then took out a blaster and shot Pete, knocking him from his perch. Doofenschmirtz then activated the device and Pete went through it. Doofenschmirtz then sent two mechanical arms at Darkwing, knocking him out.

Mickey warned his closest friends to be alert after their close encounter with Drakken. Something terrible may have been coming their way.

Goliath had searched endlessly for his clan all across New York. Unfortunately, the sun was coming up, and the gargoyle turned to stone. It was at this moment a dragon, Jake Long, saw him.

After escaping Igthorn's ogres, Pooh and his friends were offered a place to stay at the three little pigs home.

Following his fight with the Liquidator, Lilo and Stitch were informed by Jumba and Pleakley that he might have been after something: Jumba's other 625 genetic experiments.

Hercules was revealed to not be dead. However, Mozenrath had aged him back into a teenager.

Kim and Ron made an appointment with David Xanatos who informed the two about the gargoyle problem plaguing New York. The two teens headed off to look into this crisis unknown that they were just pawns in Xanatos's game as he was secretly working with Demona and Drakken.

Mozenrath had already recruited Merlock and Magica DeSpell to his cause and sent them out to find more villains.

Lawrence and Gideon met at a pub and joined forces with Pete's partners in crime, now lead by a horrifying new gang leader, the Evil Queen.

As Pete stepped through the portal, he entered the CG world and rendezvoused with Maleficent who wasn't quite out of the game yet, having recovered from her defeat in the last war.

Meanwhile, Mozenrath recruited yet another new member to his group. One from the Live Action universe, Narissa.

Part Two
Rulers and kings gathered from across the world to discuss the formation of the new Royal Council following the events of the previous war. King Stephan resolved that everyone must work to rebuild the world after all the damage Maleficent caused.

Mozenrath held Meg as his prisoner.

Madame Medusa met with Lady Waltham and told her about her brothers death.

Darkwing Duck interrogated Doofenschmirtz about the secret to his dimensional portal, but was having no such luck. After being dispatched, he went to Xanatos for questions.

Zurg contacted Gantu for a special assignment. Iago and Jafar were just about to be released from the lamp, ready to exact revenge. However, with their constant bickering, Iago decided to go solo, having gotten out of the lamp himself and abandoned Jafar in the desert.