Disney vs. Non-Disney Villains

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

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

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

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

1. Prologue

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

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

4. Prologue:

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

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

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

8. Prologue

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

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

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

Round 15:

1. Prologue

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

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

4. Prologue

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

6. The Battle of Pride Rock (Featuring Tublat, Zira, Mirage, The Mukhtar, Slithe, Grune and Mumm-Ra)

7. Frollo vs Hell

8. Prologue

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

10. Maleficent vs Skeletor

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

12. Jafar vs Azula

13. Doctor Facilier vs Mok

14. Epilogue

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Second War
It had been six months since the end of the last war and Shan Yu had tightened his grip on China. The Snow Queen found out that her old enemy, Shan Yu had survived his battle with her and become ruler of China. Desiring revenge, she called her ally, King One-Eye to take him out by invading China. One-Eye's army marched on the Great Wall of China and engaged the huns. Shan Yu's archers belted the king's ary with arrows and fought them on the wall. Shan Yu the snuck up behind One-Eye in the confusion and knocked him to his death.

Maleficent paid a visit to Ruber, new King of the world to "pay her respects". Maleficent told the king of a powerful sword known as Drynwyn that lies in the swamps of Morva. Ruber, eager to increase his power, set out with two of his best men to Morva to look for the sword. However, he found the Witches of Morva waiting for him. The witches enchanted the swamp to kill Ruber's two henchman. Orddu even managed to separate the sword welded to Ruber's arm. Ruber then chose to flee the battle rather than risk anything else.

The Wizard of Wonderland wished to usurp Pete as King of Wonderland but feared taking on  Pete himself. He was approached by Lord Maliss, freed from his stone prison due to Merlock's death in the previous war. Deciding to make his presence known, Maliss joined forces with the Wizard to overthrow Pete. The Wizard approached Pete in broad daylight and challenged him for the position of ruler of Wonderland. Pete, angered, struck back aganist the Wizard's attack causing him to retreat. Maliss then stepped in and sent a rotary wheel hanging on the ceiling down onto Pete and his men, knocking them out of commission. The Wizard then claimed control of Wonderland.

The mysterious Merman made his appearance challenging Ursula fro control of the seas by attacking her in her lair. He attacks her with his own trident infuriating Ursula after burning her face. She then fired enough energy projectiles at Merman to send him packing, however, her cavernous lair was destryed in the process.

The Skeleton King approached Earth and sent out his formless minions to gather more information about the planet. The minions then came into contact with the Huntsman and his apprentice the Huntsgirl. The Huntsgirl attempted to prove herself to her master and attacked the skeletal beings with his staff. However, it only injured them. They then proceeded to knock the staff out of her hands. The Huntsman managed to recover the staff and with his greater power, eradicated the minions before they could cause any further harm.

David Xanatos sought a new scientist for his enterprise and had selected two candidates for the position- Doctor Drakken and Mojo Jojo. In order to decide which one is more qualified, he pits them aganist each other. Mojo uses a machine to grow to a gigantic size but Drakken responds by supercharging one of his robots. Despite Mojo's size advantage, he was overwhelmed by the superior arsenal of the robot. Mojo Jojo was eventually crushed by a skyscraper. Drakken took the position in earnest.

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

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

Far from the Forbidden Mountains, Fire Lord Ozai sent his daughter, Princess Azula on a mission.

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

Lord Maliss visited the castle of his sister, Queen Grimhilde, and discovered what happened to her. He was pleased that his troublesome sibling was out of the way.

In China, Shan Yu had gained control of One-Eye's army, after having defeated their king in combat. He met with his old ally, Yzma, who proposed forming a new alliance.

Having lost her previous hideout, Ursula relocated to the royal palace of Atlantica and assembled a new council of underlings to help her keep order- Marina Del Ray and The Evil Manta.

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

Cobra Commander gave his second in command, The Baroness, a ver important mission.

Meanwhile, Mok was revealed to have survived Facilier's attack and vanished into the night in his car.

Next Stage
Major Bludd, a hired mercenary for Cobra Industries, discovered Madame Medusa's hiseout in Devil's Bayou. He immediately contacted the Baroness who rushed to confront Medusa with a squad of Cobra troopers. The two managed to overwhelm Medusa's thugs as she barely managed to counterattack. Bludd destroyed her base as she attempted to escape atop Brutus and Nero. However, she careened out of control and crashed into a steel pipe which crushed her spine. Bludd attempted to snipe her, only to have his right arm eaten by Brutus. Despite his injury, he survived the ordeal.

Yzma spoke with Mozenwrath and offered him a place in her and Shan Yu's new faction. He was keen but Yzma first wanted the young sorceror to prove himself. At the same time, the Snow Queen, still pursuing her grudge aganist Shan Yu, sent Stormella to cause havoc however, she ran into Mozenwrath and his mamlocks. Seeing this as his opportunity to prove himself, Mozenwrath sent his mamlocks aganist Stormella but she wiped them out with a blast of wintry magic. Mozenwrath, however, proved too powerful. He sent a powerful blast of magic at her that knocked her off a cliff to her death.

Xanatos, ready to test his ally, Demona, sent her on a mission to investigate snake mountian. She agrees, and heads off. However, when she arrives at the mountain, she is met by the master of the mountain, Skeletor. He demands that he leave, but she refuses, and attacks. He responed in kind, and fought her, using his black arts to overpower her rocket launcher until she was forced to retreat.

Xanatos, not happy with Demona's failure, was approached by Dr. Drakken, who offered to send his second in command, Shego, to investigate acivity in the Fire Nation. Shego then set out; upon arriving, she ran into the princess of the Fire Nation herself: Azula. Shego insulted the princess, and the two began fighting each other, showing off their own set off abilities and skills. Azula missed Shego with a blast of lightning, but was able to knock her aginst the mast of her ship. Shego retaliated, and was able to send Azula over the side of the ship and into the seas.

In the waters beneath, however, a sentient fish named Joe had discovered a potion that could grant intelligence to all sea life. Ursula, saw this as a possible problem, and demanded that her new ally, Marina del Rey, set ou to deal with Joe. When Marina arrived, she tricked Joe into taking too great of a dose himself, which made him almost human-like. As he began to breath air, he found himself now unable to swim and drowned as Marina looked on.

With Medusa defeated, The Baroness set out to take down Medusa's partner in crime, Cruella DeVille. She gained the early advantage and suprised Cruella while she was out driving. Cruella, however, would not be taken so easily, and led Baroness on a chase, though outmatched by Baroness high tech weapons. Horace and Jasper, seeing Cruella in trouble, attempted to sneak attack Baroness, but failed, and crashed into Cruella, sending both of them flying off the road.

With the death of Frollo, many prisoners that were arresed under his orders had been freed, including the sorcerer Tzekel Khan. Seeing the sorcerer as a threat, Shan Yu rode out to find the hunter Amos Slade. His men strongly objected, but Shan Yu figured that if Amos were to die, it wouldn't be much of a loss eiher way. Amos set out after the sorcerer to El Dorado, where the residents to the golden city warned their high priest. He encountered Amos, and fringhtened him with magical rats, snakes, and spiders, causing Amos to stumble into his own trap where he died of bleedout. Eris, goddess of discord, was watching, and decided that Khan would prove useful to her.

Meanwhile, Baroness reported back to Cobra Commander, who decides that it is time to eliminate another annoying competitor.

Baxter Stackman contacted his mysterious business partner about their project.

John Silver brought Jafar's lamp to Maleficent, who summoned the genie. Believeing himself free, he attempted to leave, onlt to find himself bound to the lamp, and bound to serve Maleficent, much to his fury.

In China, Mozenwrath is officially welcomed into Shan Yu's alliance, and Shan Yu is quite pleased in how things are progressing.

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

The Snow Queen, furious after the defeat of Stormerella, changes herself to a new form, and vows to have vengeance. All of this is overseen by Hades himself, who has great interest in the affairs of the mortal world.

And during all of this, Mok Swagger takes the next step in his bid for power as he researches the power of Chernabog AKA "The Armageddon Key."

Always Room For More
Doctor Facilier obtains Lady Tremaine's wand and gives it to Anastasia persuading the young girl to seek vengeance on Rameses and free her mother and sister from captivity. She travels to Egypt where Rameses is unimpressed by her, until she uses the wand to unleash terrible plagues on Egypt. With the frogs and locusts ravaging the kingdom, Rameses releases Lady Tremaine and Drizella. Kent Mansley, however, is greatly offended by this due to his rivalry he developed with Tremaine in the previous war.

Sarousch traveled to England to bring his circus to King Ratcliffe's land. Ratcliffe agreed to provide security in the form of his elite guardsmen. When Sarousch began his performance, with his men pickpocketing the crowd, he was suddenly attacked by Valmont and The Dark Hand who were intent on recovering a talisman that Sarousch had in his possesion. Sarousch sent the guards to attack Valmont but The Dark Hand's advanced weaponry easily overpowered the guards. Having gained possesion of the talisman in the struggle, Valmont easily defeated the last of the guards. The crafty Sarousch then attacked Valmont with his stage tricks. Despite managing to rout Valmont's henchmen, Valmont was too powerful and Sarousch was forced to flee.

Sevarius, fearing his position in Xanatos's organization was no longer stable with Doctor Drakken around, set out to prove his worth by sabotaging a top-secret  project under the command of Baxter Stockman - who was working on a prototype for a robotic duplicate of Xanatos named Coyote. Armed with an explosive chemical, Sevarius set out to undo Stockman's work. When Sevarius arrived in the facility, Stockman called his bluff and sent his Mousers and lasers on Sevarius. However, Sevarius did not kid and dropped the chemical. Both scientists managed to escape but Coyote was destroyed.

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

Destro and the Baroness prepared to launch a missile at Xanatos's headquarters, hoping to remove him and his forces from the war. Owen, who had picked up on this information, suggested that they enlist the aid of another Scotsman, Macbeth, to stop Destro. Macbeth infiltrated Destro's highland castle and encountered several Cobra robots and eliminated them quickly and efficiently. However, by the time he reached the control room, Destro had already launched the missile. Acting fast, Macbeth destroyed the control mechanism and fired a few shots at the crest of the missile, altering its trajectory. The missile struck the ciling, causing a massive explosion. Most of Destro's personnel perished, but both Destro and Baroness escaped. Macbeth, too escaped the fortress unscathed.

With Cruella and Medusa's criminal empire in ruins, the criminal mastermind known as Negaduck dedided to make his move, and assembled the Fearsome Five, a group of supervillains that would no doubt increase his power. Ace, leader of the Gangreen Gang, knew that his gang would prove to be no match for the supervillains, and went to Hades for help. The God of the Dead agreed to empower Ace and his friends. With their new powers, the gang returned to the surface where they did battle against the five. Ultimately, the five were outmatched and all but Negaduck were slain, and Ace's group emerged victorious, running roughshod over the city.

After the supposed downfall of Mok, word had spread. Maleficent eventually also heard of this, and commanded Pete to retrieve Mok's supercomputer. Pete, however, decided to task this to his henchmen, the Beagle Boys. Though the boys were able to infiltrate Mok's base, but were eventually confronted by Mok's henchmen, the Schlepper Brothers. The Beagle Boys, however, managed to break through the hypnotic powers of Mok's music, but Toad was on his home turf, and using the various traps and tricks of the base, was able to send the boys packing.

Meanwhile, Baxter Stockman reported to his master, having failed his mission wih Coyote. Shredder was furious, and demanded that Stockman be punished, severely.

Shendu, though pleased with the aquisition of another talismin, reminds Valmont that they still need all twelve.

Odin, having defeated the snow queen, assembles his own group, known as the Acolytes. He now has Hecate, Devimon, Sage Odin, The Dark Dragon and Daolon Wong at his command. Wong then promises that "Darkness shall begin it's reign.

Having aquired the ancient spell book from John Silver, Eris and Tzekel Khan join their powers to awaken the demon lord, Aku, ready to "Once again smite the world as he did in days long passed." Much to Khan's delight who triuphantly announced that "the gods have awakened!"

Mok, having joined forces with the evil magic organ known as Forte, decided to bring Mok's old friend Professor Screweyes back from the dead, and Mok's lover Holli Would, back from the mysterious void. Mok then revealed that he and Forte had a new plan, in which Forte promised that it would "bring the house down."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ambis Mal makes himself the new sultan of Agrabah.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

And, Voldemort plans his next move.

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

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

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

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