Disney Villains War

Disney Villains War is a spin-off tournament created by theCultofKefka

Number of Rounds so far:

war 1 -15 rounds

war 1 - 7 rounds

Match Ups:
War I:

Round 1:
 * 1) Doctor Facilier vs Hades
 * 2) Captain Hook vs Ursula
 * 3) McLeach vs Scar
 * 4) Evil Queen vs Lady Tremaine
 * 5) Ratigan vs Jack in the Box

Round 2:
 * 1) Maleficent vs The Horned King
 * 2) Prince John vs Pete
 * 3) The Queen of Hearts vs Yzma
 * 4) Brer Fox vs Big Bad Wolf
 * 5) Gaston vs Forte

Round 3:
 * 1) Jafar vs Shan Yu
 * 2) Zurg vs Scroop
 * 3) Ursula vs Ratcliffe
 * 4) Shere Khan vs Clayton
 * 5) Dr. Drakken vs The Mad Doctor

Round 4:
 * 1) Sykes vs Edgar
 * 2) Cruella vs Madame Medusa
 * 3) Morgana vs Evil Manta
 * 4) Shere Khan vs Lady Waltham
 * 5) Doctor Doofenschmirtz vs Phantom Blot

Round 5:
 * 1) Gantu vs Warp Darkmatter
 * 2) Evil Manta vs Demona
 * 3) Captain Hook vs Ratcliffe
 * 4) The Sherrif of Nottingham vs Pete
 * 5) Prince John vs Frollo

Round 6:
 * 1) Shan Yu vs Sa'Luk
 * 2) McLeach vs Zira
 * 3) Demona vs The Horned King
 * 4) Sykes vs Xanatos
 * 5) Maleficent vs Willie The Giant

Round 7:
 * 1) Dragaunus vs Gantu
 * 2) The Beagle Boys vs The Toon Patrol
 * 3) Merlock vs Mad Madam Mim
 * 4) Evil Manta vs Nos4a2
 * 5) Gaston vs Queen Narissa
 * 6) Dr. Facilier vs The Horned King

Round 8:
 * 1) Davy Jones vs Stayne the Knave of Hearts
 * 2) Stinky Pete vs Lotso
 * 3) Winnie the Witch vs Jadis the White Witch
 * 4) Master Xehanort vs Syndrome
 * 5) Randall vs Oogie Boogie
 * 6) Bowler Hat Guy/Goob vs Mother Gothel

Round 9:
 * 1) Pete vs Queen of Hearts
 * 2) Captain Hook vs Ratigan
 * 3) Lady Tremaine vs Jafar
 * 4) Feral Mickey vs Big Bad Wolf
 * 5) Magica De Spell vs Negaduck
 * 6) Demona vs Mirage

Round 10:
 * 1) Rock Titan vs Firebird
 * 2) Hades and Ice Titan vs Morgana and Monstro
 * 3) Odin and the Chaos lord of ice vs Lava Titan
 * 4) Nathaniel and Troll vs Cyclops
 * 5) Pete vs Wind Titan
 * 6) Cerberus vs Felicia

Round 11:
 * 1) Alameda Slim vs Kaa
 * 2) Amos Slade vs Lumpjaw
 * 3) Feral Mickey vs Negaduck
 * 4) Captain Hook vs Medusa
 * 5) Nos4a2 vs Rourke and Helga Sinclair
 * 6) Dragonous vs The Steel Clan

Round 12:
 * 1) Negaduck vs Beagle Boys
 * 2) Captain Hook vs The Headless Horseman
 * 3) Pain and Panic vs The Lonesome Ghosts
 * 4) Saluk's forces vs Maleficent's Forces (Featuring Maleficent, the Goons, Shan Yu, Sa'Luk, Mozenrath, and Jackal)
 * 5) Jackal vs Hades
 * 6) Mozenrath vs Nessus
 * 7) Gazeem vs Narissa

Round 13:
 * 1) Gantu vs Fat Cat
 * 2) Dr. Facilier vs The Coachman
 * 3) Mozenrath vs Jafar
 * 4) Leroy vs MacBeth, Jasper, and Horace
 * 5) Negaduck vs Shego
 * 6) Silver vs Medusa
 * 7) Xanatos vs Dragonous

Round 14:
 * 1) Gantu vs Silver
 * 2) Hamsterviel vs MacBeth
 * 3) Forces of Zurg vs Forces of Xanatos
 * 4) Alameda Slim vs Nuka (Featuring Shego, Rourke, and the Leroy Clones)
 * 5) Frollo vs Sarousch
 * 6) Jafar vs Shan Yu and Hades

Homemade Submission Round:
 * 1) Ayam Aghoul vs Hecate
 * 2) Edgar vs Winkie and The Weasels
 * 3) Zira and Nuka vs Sabor
 * 4) Ratigan vs Old Pete
 * 5) The Witch vs Maleficent
 * 6) Hades vs Jafar

Round 15:
 * 1) Fight for Earth (features Zurg, Xanatos, Shego, Puck, and Macbeth)
 * 2) Fight on Notre Dame (features Frollo and Demona)
 * 3) Fight for the Underworld (features Dr. Facilier, Hades, Maleficent, Queen Narissa, The Fates, and The Witches of Morva)
 * 4) The Fight on Bald Mountain (features Chernabog, Alameda Slim, Zira, the Ghost of Scar, Pete the Ghost of Christmas Future, Demona, the Queen of Hearts, Odin, the Chaos Lord of Fire, Cerberus, the T-Rex, and Zeus)

Second Part:

Round 1:
 * 1) Blackbeard vs Ramsley
 * 2) Zurg vs Lotso
 * 3) Huntsman vs Backson
 * 4) Frollo vs Duke Igthorn
 * 5) Davy Jones vs Miraz
 * 6) Master Xehanort vs Commander Sark

Round 2:
 * 1) Queen Narissa and Barbossa vs Jadis
 * 2) Zurg vs DOR-15
 * 3) Shan Yu vs Saix
 * 4) Pete vs Demyx (Part One)
 * 5) Oogie Boogie vs Luxord
 * 6) Pete vs Demyx (Part Two)
 * 7) Captain Hook vs Mother Gothel
 * 8) Maleficent vs Marluxia

Round 3:
 * 1) Jafar vs Shadow Blot
 * 2) Maleficent and Riku vs Vexen
 * 3) Frollo's Men vs Hades' Creatures (Featuring Huntsman, Huntsgirl, Lt. Colonel Staquit, Denahi, Atka, The Wolf, Backson, and Gegenius)
 * 4) Pete and Ice Titan vs Axel
 * 5) Doctor Facilier and Narissa vs Davy Jones
 * 6) Shan Yu and Captain Hook vs Lexaeus
 * 7) Lord Cutler Beckett vs Blackbeard

Round 4:
 * 1) Pete and Riku vs Zexion
 * 2) Doctor Facilier and Hoagy vs Maxim Horvath
 * 3) Scar vs Xigbar
 * 4) Commander Sark vs Clu
 * 5) Ursula vs Larxene
 * 6) Zurg vs AUTO
 * 7) Jafar vs Maleficent

Round 5:
 * 1) Battle for the City that Never Was (Featuring Maleficent, Riku, Pete, Captain Hook, Shan Yu, Clayton, Xemnas, Axel, Luxord, Saix, Xigbar, the Mad Doctor, and Jafar)
 * 2) Battle of the Skies (Featuring Jafar, Charles F. Muntz, and Xaldin)
 * 3) Battle for the Castle that Never Was (Featuring Maleficent, Riku, Zexion, and Larxene)
 * 4) Battle for the Gamegrid (Featuring Doctor Facilier, Narissa, Mesogog, Commander Sark, and Master Control Program)
 * 5) Battle for Kingdom Hearts (Featuring Maleficent, Riku, Pete, Captain Hook, Shan Yu, Xemnas, Zexion, and Ansem)

Round 6:
 * 1) Tiburon vs. Marina Del Ray
 * 2) Abis Mal vs. Cedric and Prince Phorbos
 * 3) Vanitas vs. Xaldin
 * 4) Norton Nimnul vs. Doofenshmirtz
 * 5) Macbeth's Forces vs. The Evil Queen's Forces (Featuring Queen Grimhilde, Macbeth, Prince John, the Headless Horseman, Duke Igthorn, and the Sheriff of Nottingham)
 * 6) The Bear vs. Denahi and Atka
 * 7) Don Karnage vs. Ben Buzzard
 * 8) Mesogog and Sun Lok vs. Sao Feng
 * 9) Dr. Facilier vs. Frollo

Round 7:
 * 1) Anastasia vs. Humbert the Huntsman
 * 2) Megavolt vs. Duff Killigan
 * 3) Cruella and Drakken vs. Fox and Alexander
 * 4) Arburtus vs. The Tracker
 * 5) Captain Silver vs. Blackbeard
 * 6) Ayam Aghoul vs. Queen La
 * 7) McLeach vs. Tublat
 * 8) Captain Hook vs. Sewernose
 * 9) Hopper vs. Chef Skinner
 * 10) Frollo vs. Chernabog

Round 8:
 * 1) Ursula vs. Larxene
 * 2) Barbossa vs. Sun Lok and The Jabberwocky
 * 3) Norm vs. Coyote
 * 4) Mozenrath vs. Eli Pandarus
 * 5) Prince Phobos vs. Sootinai
 * 6) Lady Tremaine vs. Archmage
 * 7) Saleen vs. Evil Manta
 * 8) Chang vs. Monkey Fist
 * 9) The Tracker vs. The Mukhtar
 * 10) Ratcliffe vs. El Capitan
 * 11) Sarousch and Duke Igthorn vs. The Beagle Boys
 * 12) Cruella and Sevarius vs. The Collector

Civil War
The war between the villains of the Disney Universe began with a battle between Hades, god of the dead, and Dr. Facilier, a voodoo sorcerer. Meeting with the Fates, Hades was advised to seek out Facilier in an attempt to bring down Zeus and rule Olympus. Hades found Facilier in New Orleans, but the doctor rejected Hades' offer of servitude. Angered, Hades returned to the Underworld, telling Facilier to prepare himself for attack.

Knowing Hades would follow through with his threat, Facilier decided to strike first. He brazenly stormed the Underworld and caught Hades off guard. Sending his shadow creatures to attack the god, Facilier accomplished the impossible: Hades was thrown into the River Styx, and Facilier took the throne, becoming the new god of the dead.

Meanwhile, on the high seas, Captain Hook sought out the sea witch Ursula, having heard that she had claimed the Trident of Triton and become ruler of the seas. Unwilling to let her gain control of the oceans that he prowled, Hook and his crew attacked Ursula, but were unprepared for her newfound power. Ursula grew to an enormous size and easily overwhelmed the pirates, ripping their ship apart and taking Hook prisoner for his hubris.

In deepest Africa, the poacher Percival C. McLeach was stalking a rare prize: the deadly lion, Scar. Caught off guard by McLeach, Scar tried to flee, but instead fell into a pit trap McLeach had set earlier. The poacher and his pet, Joanna, taunted the proud beast, only for Scar to pounce and knock McLeach into another pit. Before Scar could finish the job, however, McLeach recovered and shot Scar to death with his hunting rifle.

In Germany, the wicked Queen Grimhilde summoned a noblewoman, Lady Tremaine to her castle, suspecting her of plotting against her. Tremaine had, in fact, been plotting to overthrow the queen, and unveiled her secret weapon, a powerful wand. Turning its magic against the queen, Tremaine transformed her into a hideous hag, an act witnessed by the raven, Diablo. Fleeing into the wilderness, Grimhilde was pursued by Tremaine, who blasted the queen off a cliff, killing her.

Meanwhile, the criminal mastermind, Professor Ratigan, seeking a new base of operations, found a toyroom populated by sentient toys. Ratigan anounced his plans to the toys, who submitted to him, the one exception being a sinister Jack in The Box. Having planned to take over the toyroom himself, the Jack in the Box revealed a sword and attacked Ratigan. Infuriated, Ratigan dueled the Jack in the Box, ultimately knocking him into an open fireplace.

After witnessing the death of Grimhilde, Diablo followed her soul into the Underworld, where he found Dr. Facilier becoming a god. Returning to his master, the sorceress Maleficent, Diablo was ambushed by Tremaine. Diablo managed to make it back to Maleficent's castle on Forbidden Mountain, but was turned to stone by Tremaine before he could warn his master of what he had seen.

Soon after, Maleficent found Diablo, mourning his loss. She called her minions to her, blaming them for not protecting her beloved raven. Maleficent's soldiers promised to search for Diablo's killer, but were soon attacked by an intruder, the necromancer known as the Horned King. Maleficent prepared herself to defend her castle.

In France, Judge Claude Frollo was visited in his home by Facilier, who sought an accomplice in the realm of mortals. Frollo initally rejected Facilier's offer, not wanting to ally with a dark god. However, Facilier promised Frollo that in return for becoming his ally, he would give Frollo his heart's desire...the love of the gypsy, Esmeralda. Reluctantly, Frollo accepted.

Conflict Brews
Having successfuly breached the inner sanctum of Forbidden Mountain, the Horned King knew he would need reenforcements to take down Maleficent. Using the power of his Black Cauldron, the necromancer raised his skeletal army, the Cauldron Born. However, just as the Horned King had easily defeated her minions, Maleficent made quick work of the Cauldron Born. Having little way to meet Maleficent in direct battle, the Horned King retreated, swearing to return. Meanwhile, another sorceress, Queen Narissa, watched the confrontation with interest.

In England, the tyrannical Prince John called in his Captain of the Guard, Pete. John had tasked Pete with the capture of the outlaw, Robin Hood, but Pete had repeatedly failed, preferring the enjoyment of his position rather than the responsiblities that came with it. For this, John removed Pete from office. Angered, Pete gathered a group of men loyal to him and made an attempt on John's life. John's soldiers prevailed over Pete's loyalists, while John defeated and humilated Pete in a one-on-one duel.

Another kingdom found itself in disarray when the unstable Queen of Hearts, ruler of Wonderland, grew angered with her chief advisor, Yzma. Yzma had been making decrees behind the Queen's back, decrees at odds with those the Queen herself gave. Dismissing Yzma from her position, the Queen ordered a trial.

Knowing those who were at odds with the Queen of Hearts tended to wind up decapitated, Yzma brought a surprise to her trial: a magic potion she believed would give her enough power to take down the Queen. Using the potion, Yzma instead found herself transformed into a house cat. Helpless, Yzma was forced to escape, an outcome which nevertheless pleased the Queen.

In Georgia, the cunning Brer Fox was finally able to capture his long-time enemy, Brer Rabbit. However, while Brer Fox was en route to devour his prey, another predator had spotted the rabbit: the deadly Big Bad Wolf. When Brer Fox arrived, the Wolf decided to switch targets. Brer Fox attempted to flee, pursued by the ravenous Wolf, who soon caught up. The Wolf shoved a beehive on his prey's head, hoping to incapacitate him, but Brer Fox soon tore it off and hurled it back at the Wolf. This proved to be ill-advised, as the Wolf simply blew it back at the fox, presumibly either killing him then and there, or disabling him enough for later consumption.

On orders from Facilier, Frollo began eliminating rivals. Hearing of a powerful enemy known as Forte, Frollo contacted a hunter by the name of Gaston, Frollo hired him to find Forte and kill him. Storming Forte's castle, Gaston was surprised to find his enemy was a living pipe organ. Forte used the power of his music to try to force Gaston back, but the hunter fought through and smashed Forte to pieces. Upon hearing of Gaston's success, Frollo began plotting to remove the next threat...a man named Jafar.

Meanwhile, in the depths of space, the evil Emperor Zurg watched the battles that spread across Earth. Deciding the time had come to make his move, Zurg began preparing for an invasion. Back on Earth, the many villains began amassing their forces as well. The Horned King started reviving his army. The Hunnic warlord Shan Yu gathered his forces. Gaston began recruiting men into his own army.

In the Underworld, unknown to Facilier, Hades escaped from the River Styx, fleeing his former realm. The Queen of Hearts and Prince John summoned their armies to guard against future attempts to sieze power. The intergalactic pirate, Long John Silver prowled the spaceways with his crew. All the while, Facilier plotted his next move...

The True War Begins
After the destruction of Forte, Frollo next turned his attentions to the cunning Jafar. Knowing he would need to hit fast, Frollo allied himself with the warlord Shan Yu, tasking him with invading Agrabah and slaying Jafar. Receiving word from his familiar, Iago, Jafar began making preparations to defend himself.

As the Hunnic army massed outside Argabah's borders, Jafar used a magic lamp he had obtained to summon a genie. Jafar's first wish was to become the most powerful sorcerer in the world, a wish which was granted. As the Huns charged, Jafar shot magicial bolts at the mountainside, causing an avalanche which decimated the Huns.

In space, Emperor Zurg began expanding his army by recruiting assorted criminals and space pirates. One captain, Long John Silver, had his crew recruited into Zurg's army. However, one pirate, the brutal Scroop, refused to bow to Zurg's authority. As Silver's crew arrived at Zurg's base, Scroop began an assault on Zurg's forces. When the attack came to Zurg's attention, he ordered his minions to disable the gravity in the area Scroop was in. As Scroop held on for dear life, Zurg arrived and shot him dead.

Prince John sought to expand England's dominions, but was barred from doing this by Ursula, who had taken control of the seas. After Captain Hook's failure to stop her, John tasked his formost admiral, Ratcliffe, with leading an attack on the sea witch.

As Ratcliffe's fleet approached, Ursula used the power of the trident to strike back, destroying many ships. Even Ratcliffe's flagship was damaged, but at the height of the battle, the wily admiral had an unorthodox idea. He ordered his men to drive the ship directly at Ursula, stabbing her in the stomach with its broken prow. Ursula was slain, Ratcliffe was hailed as a hero by his crew, and domination of the seas was back in English hands. Little did they know the lost trident would be claimed by another...

Word travelled to the expert hunter, Clayton, that his old rival McLeach had slain the prize lion, Scar. Determined not to be outdone, Clayton travelled to India to bag his own quarry: the legendary tiger, Shere Khan. Clayton succeeded in tracking Khan down, but the tiger wouldn't go down without a fight. After being knocked down by an initial blow, Clayton sought higher ground, climbing up into the trees. Khan gave chase, breaking Clayton's shotgun. Clayton pulled out a machete, but became entangled in vines. The two opponents slashed wildly at each other, until Clayton fell, all the vines having been cut except one around his neck. Shere Khan watched with delight as Clayton was hung.

The mad scientist Dr. Drakken sought to increase his standing in the villain community by killing a powerful rival, the Mad Doctor. Along with his partner, Shego, Drakken tracked the Doctor to his castle and confronted him. However, after a battle between the Doctor's skeletons and Drakken's robots ended in the Doctor's favor, Drakken attempted to retreat. Little did he suspect the Doctor and Shego, fed up with Drakken's incompetence, had sabotaged his jetpack. Drakken crashed into the ceiling, allowing the Doctor to move in for the kill, taking Drakken apart to use in his experiments. Thanking the Doctor for his aid, Shego left through a portal.

Recovering from her battle with the Horned King, Maleficent was approached by her old ally, Hades. The fallen god asked Maleficent for her aid in recovering the Underworld, an offer which Maleficent, needing partners, accepted.

After the failed attack on Agrabah, Frollo gathered his generals, including Gaston, Captain Hook (released from captivity after Ursula's death), and Pete, for an attack on England. This came as good news to Pete, who had lost a leg during his failed attempt to kill Prince John, and was eager for revenge.

In the Underworld, Dr. Facilier was visted by the sorceress Queen Narissa, who informed Facilier of Hades' survival. Wanting to kill Maleficent and gain her power, Narissa allied with Facilier. As a symbol of their partnership, she gifted him with her shadow demons, which the two unleashed upon the mortal world.

The War Continues
Having accepted a loan from the cruel loan shark, Bill Sykes, a greedy butler by the name of Edgar decided to skip town before Sykes came to collect. Unfortunately for him, Sykes found out and began stalking Edgar. Edgar, riding a motercycle, ran into Sykes' limo on a country road, narrowly avoiding him. However, Sykes next released his dogs, Roscoe and Desoto on Edgar. Although being bitten several times, Edgar managed to evade his attackers, before crashing into a stone windmill. Sykes soon recovered his money from the wreck.

Reading in the paper about the recent financial failures of the criminal Madam Medusa, the corrupt fashion magnate Cruella DeVille decided to call her rival to gloat. The phone call esclated into an argument, and Medusa swore to kill Cruella the next chance she got. Later, while out driving, Medusa happened to spot Cruella in her car. Furious, Medusa set off in pursuit. After a chase, Medusa tricked Cruella into colliding with her own henchmen, Horace and Jasper.

After Ursula was slain by Governor Ratcliffe, her sister, Morgana, discovered the Trident and took its power for her own. This was observed by a seemingly pitiful sea creature, who told Morgana that he was imprisoned and claimed he would become her servant in return for his release. Morgana used the Trident to undo the magic holding the sea creature captive, whereupon he revealed himself as the Evil Manta, a cruel sorcerer who had terrorized the seas many years ago. Manta demanded the Trident as his own, but Morgana used it to send him packing.

After Clayton's death at the paws of Shere Khan, his sister, Lady Waltham, sought revenge. Travelling to Asia, Waltham confronted the killer tiger. Khan initally dismissed Waltham, but she had a plan. Shooting Khan with a blowdart, she revealed he had been poisoned, and only she had the antidote. If the tiger wanted to live, he would have to take it from her. Enraged, Khan attacked, but Waltham fled. Pursuing her to a clifftop temple, Khan lost his footing and plummeted into a volcanic pit. Although Khan survived the fall, Waltham left him to his fate.

Researching other villains on his computer, the mad scientist Doctor Doofenshmirtz discovered the exploits of the Phantom Blot, a criminal mastermind who was highly regarded by his peers. Deciding it would be beneficial to ally with the Blot during the war, Doofenshmirtz tracked him down to his lair. Meeting the Blot, Doofenshmirtz offered his allegience, but the Blot was unimpressed and threatened the Doctor instead. On his way out, however, Doofenshmirtz stumbled upon the self-destruct button for the Blot's lair, which he pressed out of curiosity. The building exploded, and both men are presumed to have been killed.

Continuing his preparations for the invasion of Earth, Emperor Zurg was confronted by Shego, fresh from her betrayal of Dr. Drakken. Seeking a more competent master, Shego allied herself with Zurg, who gratefully accepted her knowledge of Earth's defenses.

Hearing that Frollo was assembling an army and might be planning to invade England, Prince John began expanding his own forces. Pete was made general of France, while Ratcliffe was appointed a similar position in England. Captain Hook was enlisted as Admiral of France's navy, and Gaston assembled a militia force.

Meanwhile, Hades and Maleficent rallied another to their own banner...the human-hating gargoyle, Demona.

The Franco-British Conflict
Continuing his perparations for the invasion of Earth, Emperor Zurg recruited and equipped a dangerous bounty hunter, Warp Darkmatter. Darkmatter's first task was to stop Captain Gantu, a commander of the Galactic Federation, who had been sent by his superiors to thwart Zurg. As Gantu approached Planet Z, Darkmatter flew out to meet him, and the two clashed in a gunfight. After several misses, Gantu managed to gun down Darkmatter, before flying back to report to his superiors.

After his defeat by Morgana, the Evil Manta sought a way to regain power in the villian ranks. He found out that Hades and Maleficent's new partner, Demona, was out searching for magicial items that would help her masters regain the Underworld. Thinking to take whatever she found for himself, Manta took a secret weapon and set out in pursuit.

Having recovered a magic scroll, Demona reported back to Hades. However, Manta soon confronted the pair, demanding the scroll. When the gargoyle refused, Manta unveiled...an old boot. Ignorant of the ways of the surface world, Manta believed the boot to be a powerful weapon. Laughing off this pathetic assault, Demona used her magic to force Manta to retreat in humilation.

Meanwhile, in the English Channel, Governor Ratcliffe learned that the French were preparing to invade. Assembling the English fleet, Ratcliffe did not have to wait long, as the French navy approached with Captain Hook at their head. Soon, Hook and his men boarded Ratcliffe's flagship, fighting off his crew. Ratcliffe and Hook engaged in a swordfight, only for Hook to get the upper hand. Seeming to surrender, Ratcliffe then pulled a gun on Hook. Acting fast, Hook swung the ship's boom into Ratcliffe, knocking him overboard.

With total naval domination, the French landed and made way for Prince John's castle. Wanting revenge for his earlier defeat, Pete snuck into the castle at night and laid a trap, flinging the Prince out a window. Pete revealed himself to John's forces, and declared himself the new King of England. However, he soon found himself confronted by John's Captain of the Guard, the Sheriff of Nottingham. The Sheriff fought with Pete, soon knocking the sword out of his hand. Just as he thought he won, however, Pete simply punched the Sheriff, knocking him out and capturing him.

John watched helplessly as his greatest warrior was taken out. Soon, Gaston's militia burst in, and the Prince was only saved by the last-second appearance of his remaining soldiers. Gaston and his men soon dealt with the resistance, and the full force of the French army surged in, led by Frollo himself. Frollo offered John a chance to surrender, but the Prince refused. With his men having taken the castle, Frollo took up a torch and personally burned the structure to the ground.

Back in Agrabah, Shan Yu emerged from the snow, alive. Knowing he would be unable to continue his fight againt Jafar with his few surviving soldiers, the warlord chanced upon a tribe of 40 bandits. Tracking them to their lair and watching them use a magic spell to gain entrance, Shan Yu decided to see if he could recruit them to his banner.

On Forbidden Mountain, Hades basked in the victory his servant, Demona, had brought him. He was surprised when Maleficent announced she had recruited another minion...Jafar. Hades had had bad history with the cunning Jafar, and was less than thrilled with working with him.

In the Underworld, Facilier was pleased to see how Frollo had destroyed England's forces. Knowing Maleficent was his next greatest competition, and that Frollo's forces would be little use against her, he consulted the Fates for an ally who could stand against the sorceress. The Fates revealed the existance of a mighty giant, Willie, who might be able to kill Maleficent. So informed, Facilier sent out his shadow minions to take over the giant's mind and set him against the sorceress and her partner, Hades.

Rise of Xanatos
Arriving in the lair of the 40 thieves, Shan Yu was met by their leader and his champion, a man named Sa'Luk. When questioned over his motives for seeking them, Shan Yu responded that he wished to become their new leader. Sa'Luk responded that he was welcome to lead them...if the Hun defeated him in mortal combat. Shan Yu accepted the challenge, and that night, the two warriors clashed. Shan Yu proved the victor, and was awarded leadership of the 40 thieves.

In Africa, McLeach had continued hunting big game after slaying Scar. While out one day, he was spotted by Zira, Scar's mate. Recognizing her mate's killer, Zira summoned her fellow lions, who surrounded McLeach's halftrack. McLeach retrieved his rifle, but was outmatched by Zira's speed. Shoving the poacher into a nearby river, Zira watched as McLeach fell over a waterfall to his death.

After the victory over Evil Manta, Hades next sent Demona to the fortress of Maleficent's old enemy, the Horned King, to sieze any magical items the King might have. Demona confronted the Horned King on his throne, prompting him to send his barbarian warriors against her. Demona easily frightened the barbarians off with her magic, but was no match for the King when he stepped in to battle. Ultimately, the gargoyle was forced to retreat empty-handed.

Watching T.V., the brutal loan shark Bill Sykes saw his old rival, millionaire businessman David Xanatos, had come into possession of a priceless gem. Wanting a share of the spoils, Sykes phoned Xanatos, only to be rebuffed. Later that night, Sykes infiltrated Xanatos' base, intent on killing his rival. However, Xanatos had a surprise. Confronting the crimeboss, Xanatos summoned his ally Puck, a powerful fae. Puck easily defeated Sykes' attack dogs, killing one and turning the other into a kitten. As Sykes attempted to kill Xanatos on his own, the mastermind shot him in the head.

Summoning Narissa, Dr. Facilier used his magic to watch as Willie the Giant approached the Forbidden Mountain to take down Maleficent. As Willie arrived, Maleficent blasted the giant with lightning, but the powerful brute kept coming. Deciding to take another approach, Maleficent teleported to the ground and transformed into a dragon. The two monsters battled, but Maleficent proved victorious, casting Willie from the clifftop to his death. In the Underworld, Facilier and Narissa quarreled after their latest attempt to destroy their enemies had failed.

Back on Planet Z, Zurg and his allies, Shego and Long John Silver, were distressed to hear how Darkmatter had failed in his battle with Gantu. To replace him, Zurg called in another alien warlord, Dragaunus, who already controlled a vast army.

Seeing Demona's loss made Hades worry that he may need another minion, and he visited Morgana, having heard that she had also defeated Evil Manta. However, when Hades revealed his plan to her, Morgana refused to serve the ex-god of the dead. Hades left, swearing Morgana would pay for her hubris.

Knowing that others would try to succeed where Sykes had failed, Xanatos began assembling his own army, hiring the mercenaries Lyle Rourke and Helga Sinclair and criminals Madame Medusa and the Beagle Boys.

Seeking knowledge of the future without the Fates, Hades paid a visit to the famed Witches of Morva, who informed him of a lost gate that might hold the answer to reclaiming the Underworld...