Disney vs Marvel Villains

A spin-off tournament created by GAvillain

Rounds so far: 17

Match-Ups

Part One
Round 1:
 * 1) Hades vs Loki
 * 2) Frollo vs Doctor Doom
 * 3) Jafar vs Mandarin
 * 4) Clayton vs Kraven the Hunter
 * 5) Ursula vs Attuma

Round 2:
 * 1) Evil Queen vs Electro
 * 2) Maleficent vs Enchantress
 * 3) Sykes vs Kingpin and Shocker
 * 4) Scar vs Red Skull
 * 5) Jafar vs Nicholas Scratch

Round 3:
 * 1) Governor Ratcliffe vs Baron Zemo
 * 2) Pete vs Rhino
 * 3) Mace Malone vs Tombstone
 * 4) Coyote vs Ultron
 * 5) Jafar vs Mesmero

Round 4:
 * 1) Doctor Octopus vs Sevarius
 * 2) Gaston vs Madame Mask
 * 3) The Green Goblin vs Xanatos
 * 4) Frollo vs Venom
 * 5) Jafar vs Magneto

Round 5:
 * 1) Zurg vs Galactus
 * 2) Demona vs Mystique
 * 3) Queen Narissa vs Shocker and Whiplash
 * 4) Dr. Facilier vs Madame Mask
 * 5) Ursula vs Venom II
 * 6) Jackal Beast vs Manwolf

Round 6:
 * 1) Morbius vs The Witches of Morva
 * 2) Hobgoblin vs Nathaniel
 * 3) Yzma vs Vulture
 * 4) Tombstone vs Pete
 * 5) Hades vs Wonderman
 * 6) Maleficent Dragon vs Phoenix

Round 7:
 * 1) Maleficent and Pete vs Silver Sable
 * 2) The Headless Horseman vs Deadpool
 * 3) Rourke vs Red Skull (also featuring Mercenaries and Red Skull's HYDRA Soldiers)
 * 4) Ursula vs Abomination
 * 5) Archmage vs Loki
 * 6) The Horned King vs Morbius

Round 8:
 * 1) Maleficent and Pete vs Mysterio
 * 2) Frollo and Ratcliffe vs Scorpion
 * 3) Ursula vs Doctor Octopus and Electro
 * 4) Huntsman vs Fin Fang Foom (also featuring Huntsgirl and Huntsclan)
 * 5) Shan Yu vs Mandarin (also featuring the Hun Army and Hayabusa the Falcon)
 * 6) Horned King vs Magneto (also featuring Gwythaints, Creeper, The Horned King's men, the Cauldron Born and Queen Grimhilde)

Round 9:
 * 1) The Sorcerer Society vs Masters of Evil (Featuring Yzma, Mozenrath, Madam Mim, Ayam Aghoul, Enchantress, Executioner, Baron Zemo, Abomination, Crimson Dynamo, and Wonder Man)
 * 2) Demona vs MODOK
 * 3) Captain Hook and Avalanche vs Malekith
 * 4) The Pack vs The Sinister Six (Featuring Doctor Octopus, Electro, Vulture, Mysterio, Kraven, Shocker, Wolf, Jackal, Hyena, Dingo, and Coyote)
 * 5) Hades and Doubt vs Dormammu and Venom
 * 6) Negaduck vs Green Goblin

{C Round 10:
 * 1) Doctor Facilier vs Gambit
 * 2) Lady Tremaine vs Mr. Sinister
 * 3) Foulfellow vs Green Goblin II
 * 4) Horace and Jasper vs Molten Man
 * 5) The Fearsome Five vs The Goon Squad (Featuring Negaduck, Megavolt, Liquidator, Bushroot, Quackerjack, Whiplash, Grey Gargoyle, Whirlwind, Living Laser, Dreadknight, Hypnotia, and Blizzard)
 * 6) Negaduck vs Hobgoblin

{C Round 11:
 * 1) Frontal Assault (Featuring The Nazis, The Letzte Batallion, Armed Priest Corps, Mercenaries, HYDRA, HYDRA Soldiers, HYDRA Octopus Robot (Cameo), Black Widow/Natalia Romanova (Cameo), Madame Viper (Cameo), Ratcliffe, Ratcliffe's Army and Mandarin)
 * 2) Decoy Sneak Attack (Featuring Warp Darkmatter, Chameleon, Zurg, Hornets, Red Skull, Red Skull's Mercenaries, and Lizard)
 * 3) Frollo vs Doctor Doom (Rematch)
 * 4) Madame Medusa vs Kingpin
 * 5) Zurg vs Doctor Doom

{C Round 12:
 * 1) Coyote 2.0 vs Ultron
 * 2) Demona vs Enchantress (Featuring MacBeth)
 * 3) Xanatos vs Ultron and Baron Mordo (Featuring Fox, Alexander Xanatos and Thailog Shock Troops)
 * 4) Pain and Panic vs Mandarin
 * 5) Hades vs Malekith
 * 6) Maleficent vs Magneto (Featuring Headless Horseman and Avalanche)
 * 7) Forces of The Evil Queen vs Forces of Loki (Featuring Evil Queen, Evil Queen's forces, Gwythaints, Cruella, Lady Tremaine, Drizella Tremaine, The King's Guards, The Horned King's Barbarian Guards, Gwythaints,  Canmore, Canmore's Soldiers, Loki, Asgardians Soldiers, Ulik, Frost Giants, Fenrir Wolves  Enachntress, Exectioner, and Dr. Doom)

Round 13:


 * 1. The Attack on the Forbidden Mountains Part One (Featuring Maleficent, Maleficent's Goons, Hades, Narissa (transformed into Cromm-Cruach), Pete, Pain, Panic, Loki, Doctor Doom, Enchantress, Executioner, Baron Mordo, Ultron, and Iron Avengers)


 * 2. Attack on the Forbidden Mountains Part Two (Featuring Maleficent, Diablo, Dr. Doom, Avalance, Chernabog, Dragon Maleficent, Galactus, and Mickey Mouse)

Background Battles (Two rounds that focused on aspects of the first part of the series that needed more detail.)

Round 1:
 * 1) The Queen of Hearts vs Red Skull
 * 2) Scar and Zira vs The Wendigo
 * 3) Demona vs The Brotherhood of Mutants
 * 4) Scar vs Kraven the Hunter
 * 5) McLeach vs Venom
 * 6) Anansi vs Kraven the Hunter
 * 7) Demona vs The Sentinel

Round 2:
 * 1) The Forces of Maleficent vs Baron Strucker (featuring Hades, Ursula, Captain Hook, Baron Strucker, Grim Reaper, Hydra Soldiers, and HYDRA Dreadnought)
 * 2) Chang vs The Green Goblin
 * 3) The Assassin vs The MRD (featuring Colonel Moss)
 * 4) Zira and Nuka vs Sabretooth
 * 5) Demona vs The Master Mold
 * 6) The Forces of Scar vs The Forces of Kraven (Featuring Scar, Zira, Zira's Lions, Yzma, Kraven, Sabretooth, Calypso, Lady Waltham, and Owen)

Second Part:
Round 1:
 * 1) Klang vs Sandman
 * 2) Hades vs Hela
 * 3) The Black Widow vs The Quarrymen
 * 4) The Heed vs The Skrull
 * 5) Maleficent's Remnants vs Avalanche
 * 6) Negaduck vs Carnage

Round 2:
 * 1) Count Rokoff and McLeach vs Sauron
 * 2) Thailog vs The Spider-Slayer
 * 3) Duff Killigan vs Doctor Octopus
 * 4) Mozenrath vs Fin Fang Foom
 * 5) Jafar vs Omega Red
 * 6) Hades vs Dark Hulk
 * 7) Lady Waltham and Owen Vs Ultron

Round 3:
 * 1) Abis Mal vs Mesmero
 * 2) The Pack vs The Marauders (Featuring Coyote, Wolf, Hyena, Jackal, Vertigo, Harpoon, Arclight, and Blockbuster)
 * 3) NOS-4-A2 vs Super-Skrull
 * 4) Sarousch and Sa'Luk vs Ringmaster and Swordsman
 * 5) Xemnas vs Kingpin
 * 6) Drakken and Shego vs Smythe
 * 7) Dragunus vs Annihilus
 * 8) Evil Queen (as Regina) and Cruella vs Blackheart

Round 4:
 * 1) The Sorcerer Society vs Salem's Seven (Featuring Mozenrath, Yzma, Mim, Ayam Aghoul's Shadow, Reptilla, Vakume, Thornn, Brutacus, Vertigo and Grim Reaper)
 * 2) The Huntsman vs The Demon
 * 3) Judge Doom vs Doctor Doom
 * 4) Syndrome vs The Shocker
 * 5) Doctor Facilier vs Puppet Master
 * 6) Klang vs General Ross
 * 7) Necrolai and Clawbster vs The Hidden
 * 8) Frollo vs Archangel

Round 5:
 * 1) Koragg vs Loki
 * 2) Drakken vs Arnim Zola
 * 3) Zira vs Red Ghost (featuring Mandrill and Mikhlo)
 * 4) The Quarrymen vs The Masters of Evil (Featuring John Castaway, the Quarrymen, Baron Helmut Zemo, Absorbing Man, Tiger Shark, Whirlwind, Boomerang, Cardinal, and Moonstone.)
 * 5) The Weird Sisters vs Baron Mordo
 * 6) Hades' Forces vs Enchantress and the Frightful Four (Featuring Shan-Yu, Morgana, the Queen of Hearts, Zurg, Archmage, Enchantress, Executioner, Wizard, Klaw, Trapster, and Dragon Man.)
 * 7) Echidna and her Children vs Red Hulk (Featuring Echidna, The Cyclops, Chimera, Ladon, Gegenius, Nemean Lion, and Red Hulk.)

Round 6:
 * 1) Kalabar vs Laufey
 * 2) Cruella vs Bullseye
 * 3) MacBeth vs Kang the Conqueror
 * 4) Klang vs Klaw
 * 5) The Chameleon (disguised as Cruella) vs Hammerhead
 * 6) The White Witch vs Red Skull
 * 7) NOS-4-A2 and Dragaunus vs Ronan the Accuser
 * 8) Maleficent vs Enchantress
 * 9) Hades and Demona vs Loki (as The Destroyer) and Doctor Doom (also featuring Cerberus)

Round 7:
 * 1) Mother Gothel vs. Shikata
 * 2) Saraoush vs. Mesmero
 * 3) Shego and Senor Senior Jr. vs. Klaw
 * 4) King Duncan vs. Omega Red
 * 5) Lt. Helga Sinclair and McLeach vs. Vision
 * 6) Dr Facilier vs. Gambit (Re-Match)
 * 7) Oogie Boogie vs. Doctor Doom and Sergei
 * 8) The Evil Queen vs. Loki
 * 9) Hades and Maleficent vs. Thanos

Round 8:
 * 1) Barbossa vs. Red Skull
 * 2) Ursula vs. Avalanche
 * 3) The Sanderson Sisters vs. Abigor
 * 4) Jafar and Lady Tremaine vs. Mysterio
 * 5) Rumpelstiltskin vs. The Lizard
 * 6) The Redemption Squad vs. AIM (Featuring Lady Waltham, Hobson, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Jon Canmore, Ultron, AIM and Xanatos)

Round 9: Round 9.5
 * 1) Prologue
 * 2) Zuse and the Huntsman vs. Loki and Blackheart
 * 3) Drakken's Forces vs. Dr Octopus
 * 4) Senor Senior Sr and Senor Senior Jr vs. Smythe
 * 5) Madame Medusa vs. Scarlet Witch
 * 6) Kal vs. Wallow
 * 7) Demona and Macbeth vs. Miriam the Vampire Queen
 * 8) Zira (as Queen La) and Irmaplotz vs. Diablo
 * 9) Gaston vs. Avalanche-Venom
 * 10) Forces of NOS-4-A2 vs. Forces of Thanos (Featuring NOS-4-A2, The Saurians: (Dragaunus, Wraith, Siege, Chameleon (Saurian), and Hunter Drones), Thanos, Herr Kleiser, and The Chitauri)
 * 11) Frollo and Zurg vs. Dr. Doom

1. Lady Tremaine vs Venom

Round 10: Round 11: Round 12: Round 13:
 * 1) Battle of New York (Part One) (Featuring Loki, Doctor Doom, Bullseye, Blackheart, Laufey, The Destroyer, The Chitauri, Regina, Cruella, Kal, The Sanderson Sisters, Koragg, Catastros, Necrolai, Hidiacs, Styxoids, and The White Witch's Army)
 * 2) Battle of the Bayou (Featuring Madame Medusa, Doctor Faciller, Ayam Aghoul, BellaDonna, Assassins Guild, and X-Ternal)
 * 3) Battle of the Eyrie Building (Featuring Ultron, Xanatos Program, Vision, Synthezoid Avengers, Xanatos, Steel Clan, Lady Waltham, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Jon Canmore, and Owen/Puck)
 * 4) Battle of New York City (Part Two) (Featuring Loki, Dr. Doom, Regina, The Sanderson Sisters and Necrolai)
 * 1) Battle of New Salem (Featuring Huntsman, Huntsgirl, Huntsclan, Queen La (Zira), Irmaplotz, The Mukhtar, Saurus, Al Muddy, Absorbing Man, Tiger Shark, Moonstone, Boomerang, Whirlwind, Cardinal, Dragonfly, Ymir and Frost Giants)
 * 2) Battle of the Land of Black Sands (Featuring Mozenrath, Xerxes, Mamluks, Yzma, Madame Mim, Ayam Aghoul, Khartoum, Loki, Doctor Doom, Baron Zemo, The Destroyer, Frost Giants and Kronk)
 * 3) Battle of New York (CGI) (Featuring Kingpin, Kingpin's Minions, Shocker, Shocker's Mercenaries, Sergei, Syndrome, Omnidroid, Oogie Boogie and Mother Gothel)
 * 4) Battle of Egypt (Featuring Apocalypse, Mesmero, Mr. Sinister, Archangel, Omega Red, Red Hulk, Vertigo, Arclight, Blockbuster, Death, War, Famine, Pestilence, Jafar, Jafar's Horse, Frollo, Frollo's Soldiers, Sa'Luk, Lady Tremaine, Drizella, Monkey Fist, Yono, Stone Gorilla, Monkey Ninja Army, Mcleach, Joanna, Helga, and King Duncan)
 * 1) RoboDuff and Shego vs Hammerhead
 * 2) Battle of Avalon: The Beach (Featuring Baron Mordo, Mysterio, Enchantress, Fire Demons, Avalanche and Archmage)
 * 3) Thailog and Chameleon vs Dracon vs Doc Ock
 * 4) Battle of Avalon: The Orchard (Featuring Baron Mordo,, Mysterio, Demona, Morgana, Weird Sisters, MacBeth, Maleficent and Diablo (as Raven))
 * 5) Xanatos and Kingpin vs Smythe and Feral Mickey (Featuring Chernabog)
 * 6) Battle of Avalon: The Castle I (Featuring Ursula, Pete, Hades, Maleficent, Shan-Yu, Diablo/Raven, Weird Sisters, Archmage, Baron Mordo, Baron Mordo's Demons, Mysterio, Enchantress and Avalanche-Venom)
 * 7) Zurg and the Queen of Hearts vs Spider-Carnage
 * 8) Battle of Avalon: The Castle II
 * 9) Hades and Maleficent vs Dormammu
 * 1) Jafar vs Apocalypse
 * 2) Headless Horseman and Mephisto vs Ramsley and Blackheart
 * 3) Morgana vs Hela (Featuring Ursula and Annihilus)
 * 4) Thailog vs the Dark Avengers (Featuring Ms. Marvel, Hawkeye, Wolverine, Spider Man, and Iron Patriot)
 * 5) The Archmage vs Thanos
 * 6) Chernabog(in form of Minotaur) vs Avalanche-Venom
 * 7) Hades and Maleficent vs Loki and Dr. Doom

Part Three
Round 1:
 * 1) Prologue
 * 2) Vanitas vs the Mandarin (as Gene Khan)
 * 3) Ursula and Hecate vs Hela
 * 4) Prince Phobos vs Graviton
 * 5) Imperious vs Malekith
 * 6) Evil Emperor Zurg vs Kang the Conqueror
 * 7) Redemption Squad vs the Dark Avengers (Featuring Xanatos, Demona, Lady Waltham, Hobson, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Ms. Marvel, Hawkeye, Wolverine, Spider Man, and Iron Patriot)
 * 8) Peter Pan vs Loki
 * 9) Epilogue
 * 10) Regina and Cruella

Alternate One Part:
https://m.youtube.com/watch?v=iMlxt6cd4NY
 * 1) Hades vs Loki
 * 2) Frollo vs Magneto
 * 3) Jafar vs Mandarin


 * 1) Coyote  vs Ultron
 * 2) Ursula  vs Amora the Enchantress
 * 3) Prince Phobos vs Dr. Doom
 * 4) Maleficent vs Dormammu
 * 5) Epilogue

Part One
Hades was furious about his latest scheme's failure. Loki showed up with his Frost Giants and attempted to take over the Underworld. Hades immolated the Frost Giants and then faced off against Loki. Loki blasted Hades back with a pulse of dark energy, but Hades quickly recovered. He hurled his fire at Loki, only for the trickster god to dissipate into crows and then reform elsewhere. When Loki tried to blast him again, Hades teleported away, gaining the high ground. He then knocked Loki down with a burst of flame and cast him deep into the Underworld.

A Doombot informed Dr. Doom that Paris's Minister of Justice had been publicly denouncing Doom for being a gypsy. Doom was furious and flew to Paris wielding the Silver Surfer's power cosmic. Doom interrupted Frollo's public execution of a gypsy and attacked. Frollo tried to rally his troops to knock Doom out of the sky but Doom was one step ahead as always. Doom began destroying buildings around the pyre. Frollo had his men try to shoot Doom out of the sky, but Doom landed and triggered the lava flows around Notre Dame. Doom looked on as Frollo was seemingly burned alive, while Frollo's soldiers ran away in terror.

In the Valley of Spirites, Mandarin was plotting a new scheme to destroy Iron Man when Jafar appeared to challenge the Mandarin for his rings. Jafar took the first shot, blasting the Mandarin back with a blast of magic from his staff. Mandarin responded with a blast of energy from his rings, but Jafar batted the blow away. Sensing danger, Jafar summoned a massive scorpion to take out the threat, but Mandarin wiped it out with little effort. Jafar seized upon Mandarin's moment of vulnerability to blast him with a dose of seemingly lethal magic, blasting the villain's rings across the planet.

In Africa, Kraven was hunting a gazelle but was interrupted by a flare going off. He looked up to find that Clayton shot up the flare and that he too was hunting in Africa. These two feared hunters went head to head in a fight that only one would walk away from alive. Furious at losing his prey, Kraven beat down Clayton with a massive kick. When Clayton tried to escape into the trees, Kraven followed, knocking Clayton down yet again. To seal the deal, Kraven tied up Clayton in vines, thinking them a fitting distraction for the armed Clayton. To Kraven's surprise and pleasure, Clayton accidentally hanged himself while trying to escape the vines.

At the bottom of the sea, Attuma had overthrown Namor and taken over Atlantis. Ursula was watching and she too wanted Namor's realm to be her own. She showed up and challenged Attuma. Attuma sent out his soldiers, but Ursula quickly disposed of them. Ursula then turned her attention to Attuma and a fight in which the winner will gain full dominion of the seas began. Attuma tried to run away, but Ursula blasted him down with a powerful spell that sufficed to kill him. With no one left to challenge her, Ursula seized control of the seas.

In Hades's pit of souls, Enchantress and Executioner  arrived and freed Loki, who had big plans for the coming war.

Hades had also been considering the possibility of a war and traveled to the Forbidden Mountains. He told Maleficent that he thought a war might be coming. She was skeptical at first but eventually came to believe it and informed Hades that her latest project may be able to help them. They forged an alliance and sealed it in a hand shake.

Ursula was celebrating her new position as Queen of Atlantis when Jafar showed up. Ursula told him to leave her alone... that is until Jafar revealed who he was acting on behalf of.

At a small hospital in China, the paramedics brought in a bizarre man who they found apparently dead a few miles away. However, this man was not quite as dead as they believed. He was actually the Mandarin, having survived his battle with Jafar.

Part Two
The Evil Queen had finally succeeded in taking out Snow White. However, as she was leaving the cottage, she noticed Electro there, who had been sent to kill her by an unknown master. The Queen fled into the forest but was pursued by Electro. She led him up to the cliff where only one choice was left: fight. The Queen attempted to crush him with a large rock. However, with a single blast of lightning, Electro destroyed the ground on which the Queen stood, sending her falling to her death.

Loki had been keeping an eye on Hades. Knowing that Hades had formed an alliance with Maleficent, he sent his loyal ally, the Enchantress to fight Maleficent. At first, Maleficent allowed her goons to do the fighting, but when Enchantress's sorcery became too much for them to handle, Maleficent stepped into battle. Enraged, Maleficent tried to strike the Enchantress down, only for the Enchantress to absorb her magic. Unfazed, Maleficent tried again, leading the Enchantress to teleport away from the blast sites. In the fracas, the Enchantress turned Diablo, Maleficent's adored pet raven, to stone. Now livid with fury, Maleficent struck down the Enchantress with a powerful shot of lightning. Maleficent then unleashed a full maelstrom of dark magic, unleashing it upon the Enchantress and knocking her unconscious. Just before Maleficent manged to deal the killing blow, the Executioner arrived and hurried the Enchantress through an escape portal.

Kingpin and Sykes were speaking in a video chat. Sykes informed Kingpin that he would be taking Kingpin's territory for himself. Kingpin was not pleased and hired the assistance of the Shocker to take out the competition. Motivated by money and status, Shocker infiltrated Sykes's facility until he was spotted by the security cam. When Roscoe and Desoto attacked, Shocker effortlessly killed them with blasts from his gauntlets. A furious Sykes responded by trying to ram Shocker with his car, but the unfazed hitman stopped him dead in his tracks and blasted clean through the windshield, destroying the vehicle completely and electrocuting his targeted foe in the process.

The Red Skull arrived in Wonderland in a bid to forge an alliance with its queen in the war. However, the Queen didn't wish to ally with Red Skull and shouted at him. Red Skull, not taking no for an answer, challenged her to a battle. The Queen of Hearts smacked him in the face with a flamingo, but Red Skull laid her flat with a pipe. Red Skull brandished a pistol, leading the Queen of Hearts to retreat into her fortress. Red Skull managed to shoot through the fortifications, leading the Queen of Hearts to surrender.

Scar and Zira arrived at the Elephant Graveyard and recruited the Hyenas for their army. However, the Wendigo soon arrived to take the Elephant Graveyard as his own territory. Scar battled the Wendigo while Zira and the Hyenas dealt with the Wendigo's pack. Scar blinded the creature by throwing embers into its face. Scar then delivered a brutal backhand to the Wendigo, while Zira and the hyenas fought the pack. Scar and the Wendigo pounced at each other, with the Wendigo getting the upper hand. Before the Wendigo could land the killing blow, Zira intervened, tearing out the monster's spinal cord. With no predators to threaten them, the two lions took control of the Pridelands.

Demona, seeking to obtain the Grimorum Arcanorum arrived at the home of the Brotherhood of Mutants. Using a spell from the book, she was easily able to scare off the boys. However, Mystique soon arrived and revealed her secret weapon that she had been training using the Grimorum: the Scarlet Witch. The Witch wounded the gargoyle as the beast tried to escape with the spellbook. The Scarlet Witch's offensive was so intense that Demona only managed to escape with a few pages of the spellbook.

Jafar's master ordered him to go to New Salem and take it over. Jafar was enthusiastic and left immediately. Once he arrived, he met resistance from New Salem's unofficial leader: Nicholas Scratch. The two sorcerers went head to head throwing around their magic. Jafar tried to burn his foe to death, but Scratch countered with a few blasts of lightning. The blows had little effect on Jafar, who proceeded to turn Scratch into dust and seal him in a cave.

Hades, seeking a powerful warrior that Maleficent could train and could help him take down Zeus, found the answer at the scene of the previous fight: Avalanche, one of the fallen mutants from the Brotherhood of Mutants.

It was revealed that Electro was acting upon Red Skull's orders. However, he wasn't too keen on taking Skull's orders and betrayed Skull. Frollo observed this and approached Skull. Skull was surprised that Frollo survived his fight with Doom. Frollo revealed that he dove into a secret passageway before the fire could burn him. He then offered Skull a trade: help him defeat Dr. Doom in exchange for information on where to find an army of fellow Nazis.

In Neverland, Jafar recruited Captain Hook for his master and read off a contract for Hook to agree to.

On HYDRA Island, Dr. Doom arrived. He took down Grim Reaper and Baron Strucker and proclaimed himself the leader of HYDRA.

Enchantress returned from her less than successful attempt to defeat Maleficent. Loki then gave her a new job.

Part Three
Ratcliffe was preparing his armada to become a force to be reckoned with in the coming war. When Baron Zemo got wind of this, he decided to personally deal with Ratcliffe. Terrified of the far more imposing Zemo, Ratcliffe had his soldiers push the gangplank into the sea. Zemo boarded the ship anyways, causing Ratcliffe's men to flee in terror and forcing Ratcliffe to take up his sword and duel the enemy. The two locked blades, but Zemo's skill with a blade proved to be too much for Ratcliffe. With a swift flick of the wrist, Zemo disarmed Ratcliffe. Knowing himself outclassed, Ratcliffe pulled a gun on his foe and fired at him, wounding Zemo in the arm. Zemo backed away, only to be teleported away. Zemo reappeared in a suspicious, dark void where Enchantress and Executioner recruited him.

Kingpin feared that since Sykes tried to take his territory, other Disney Villains might try to as well. He sent out the Rhino to deal with known criminal, Pete. Rhino arrived at Pete's hideout to challenge the crook. As the criminal prepared to charge into the base, Pete triggered his blast doors; the Rhino got stuck in the doors, though he did tear right through the metal. When the Rhino prepared to charge again, Pete triggered his trick floor, making the Rhino think that he was falling to his death. The Rhino charged yet again, only for Pete to lay him flat with a remote controlled punch. Content over his victory, Pete laughed. However, Jafar appeared in the doorway, seeking out Pete's assistance.

Scar was out taking a walk in the Savannah when Kraven spotted him and decided to take the sinister lion as a trophy. However, Scar revealed that he had friends in high places as he ordered the hyenas to attack Kraven. Kraven managed to beat them off but was severely wounded by them. Scar came in to deal the finishing blow, but Kraven grabbed the lion and tossed him off a cliff face. Though Scar survives, Kraven looked on, now determined to catch his prey.

At Sykes's funeral, the notorious gangster from the 30's, Mace Malone, came to mourn his lost colleague's death. Tombstone recognized him and approached the gangster. Malone let slip that he had weaseled in and claimed Sykes's territory for himself, something Tombstone wanted. That night, at the Hotel Cabal, Tombstone came to take out Malone but Malone was ready for him and attacked him with the Hotel's defenses. As Tombstone moved through the corridors, windows began shutting, cutting him off from the light. In mere seconds, the floor began collapsing beneath him. Tombstone ran, but razor-sharp boomerangs shot out of the walls and embedded themselves in his back. Tombstone painfully pulled them out, coming face to face with Mace Malone himself. Malone then noticed that Tombstone was navigating through the hotel extremely quickly and figured out that Tombstone had a key to the Hotel (the key was able to bypass the security). Malone went to deal with Tombstone personally but Tombstone was one step ahead and escaped the hotel. Malone tried to gun Tombstone down, but Tombstone used his own tommy gun to shoot Malone and his rifle down an elevator shaft. Unfortunately for Mace, the key that Tomby used to bypass the security was Mace's key and without his key, Mace was trapped in the Hotel with no way of escape.

Hoping to acquire Ultron's technology, Xanatos sent his Coyote android to confront Ultron, but soon learned that his robot had the inferior technology for once. Coyote confronted Ultron in the latter's warehouse base of operations. Coyote shot first, but the more powerful Ultron absorbed the energy of the blast. Ultron then took a shot of his own, completely tearing off half of Coyote's face. Ultron then fired his fist completely through Coyote's body, destroying the robot almost completely.

Jafar's mystery master sent him on a new mission: to take down the mutant Mesmero and keep him from reviving Apocalypse. Jafar showed up but soon found that Mesmero's mental powers were indeed a force to be reckoned with. Jafar appeared before Mesmero, who briefly distorted Jafar's perception of his own body. However, Jafar's heightened kinesthetic sense kicked in, and he regained the proper sense of reality. He then overloaded Mesmero's mind with a high frequency spell. As Mesmero tried to flee, Jafar bended several steel pylons around him, trapping Mesmero for the rest of the war.

As per Frollo's instructions, the Red Skull traveled to Nutziland in the cartoon Wasteland to find it completely inhabited by Nazis. Skull was impressed and recruited them for his army.

At the Forbidden Mountains, Jafar introduced Ursula, Hook, and Pete to his master: Maleficent. She also had a surprise and revealed that Hades would be acting as her second-in-command, much to Jafar's disdain and jealousy.

Next, Frollo, impressed by Ratcliffe's victory over Zemo, recruited him for the New Axis Powers.

In Tibet, Mandarin recovered one of his rings and prepared to rise to power again.

Part Four
Doc Ock showed up at Gen-U-Tech labs to steal the biotechnology he needed to do a little upgrading. Sevarius, however, wasn't too keen on Ock stealing his designs and confronted him. Ock initially had the upper hand(s) but Sevarius's gun was able to keep him at bay. The two mad scientists called in reinforcements, but in the end, it all depended on which scientist could get the upper hand. Sevarius, horrified by the attacker, opened fire, forcing Doc Ock to use his claws to block the shots. Doctor Octopus then lashed out his claws, knocking Sevarius's feet from beneath him. Doctor Octopus then called in his assistant, the Vulture, for back-up. The Vulture provided a quick distraction for Sevarius's guards, allowing Doctor Octopus the opportunity to knock them aside. Sevarius rushed at Doctor Octopus in a mad dash to stop him, but Doc Ock smashed him into a tank of electric eels. As Sevarius electrocuted himself, Doctor Octopus and the Vulture got away with the technology.

Count Nefaria, leader of the Maggia, sent his daughter, Madame Mask to forge an alliance with Gaston and his band of ruffians. However, Gaston mocked Mask for her mask and sent her away. Mask then went to Facilier's voodoo shop to get the power to defeat Gaston. Facilier gave Mask a crown that not only allowed her to remove her mask by healing her wounds and restoring her good looks, but also gave her magic power. She used his new gift to approach and engage Gaston in battle. Gaston tried to launch a few arrows at her, but she blocked them with little effort. Mask knocked Gaston off a cliff, taking pleasure as the hunter fell to his death.

Norman Osborn arrived at the office to find Xanatos waiting for him. Xanatos informed Osborn that he was buying OsCorp. Osborn, seeking revenge, took on the mantle of the Green Goblin to confront Xanatos. But Xanatos wasn't just a pretty boy business man. Xanatos saw the attack coming, getting into his Goliath mech and readying two other androids. The Green Goblin managed to take out the androids with his various weapons, but Xanatos analyzed the debris so to calculate the best angle of attack. As the Green Goblin came in for a swipe, Xanatos punched his rival out of the side and then pummeled him with lasers.

Venom, being the lethal protector that he was, arrived in Paris to take down Frollo and his reign of terror. Facilier warned Frollo in advance for some unknown reason. Venom attacked Frollo and the judge seemed to be beat. However, Frollo had an ace up his sleeve. Frollo demanded that his "son," Quasimodo, rescue him should he come into danger. When Frollo confronted Venom, he attempted to stand against him. To Frollo's horror, Venom was faster than him and knocked the judge into a nearby wall. As Frollo begged for mercy, Quasimodo rang the Bells of Notre Dame, causing the Venom symbiote to flee from its host and hide, due to the pain of the loud noise.

Maleficent was told by her goons that Magneto was posing a deadly threat. Seeing this as an opportunity to gain Maleficent's favor over Hades, Jafar volunteered to eliminate the master of magnetism. However, this time Jafar might have bitten off more than he could chew as he entered Magneto's lair. The sorcerer blasted Magneto through a stained glass window, catching the mutant off guard. Jafar then breathed fire upon his foe, but Magneto was able to part the flames. Jafar turned into a giant snake in order to kill Magneto, but Magneto impaled his foe with various bits of loose debris. Suddenly, Hades helped Jafar by turning him into a massive genie. Magneto, however, noticed the newly made genie's lamp. Using his magnetic powers, Magneto hurled the lamp into a vat of lava. Jafar exploded into dust.

Maleficent, Hades, Hook, and Avalanche had been watching Jafar fight and discussed his failure as Avalanche mentioned retrieving a princess during the battle. Maleficent then revealed to Avalanche that she had obtained Kitty Pryde for him and that she was all his if Avalanche did her a few tiny jobs.

Doctor Octopus approached Kraven and recruited him for his Sinister Six project.

Sevarius was revealed to have faked his death on Demona's behalf because of her plans to remove Xanatos from the picture once and for all.

Meanwhile, Doc Ock was using the Gen-U-Tech biotechnology to upgrade supervillains. He made Electro into a living furnace of electricity, Kraven into a Lion mutate, and Vulture into a young man.

Jafar requested that Hades revive him. However, Hades was not feeling so generous and denied him resurrection.

Mandarin had found yet another ring. It wouldn't be long now.

And in a New York City airport, Norman Osborn was revealed to have survived his battle with Xanatos and had faked his death to lie low for the moment.

Part Five
It was business as usual at Planet Z. Zurg was planning a new evil scheme to take over the galactic alliance when the devourer of worlds Galactus showed up to consume Planet Z. Zurg sent his hornets out to take down Galactus but were mere insects against Galactus's power and were destroyed, leaving Zurg with two options: fight or flight. Zurg chose to flee, allowing Galactus to eat his planet in peace.

On Magneto's behalf, Mystique went to Xanatos's fortress to sabotage his operation and bring his organization to its knees. However, Demona, who had business with Xanatos, arrived and noticed Mystique. The two blue-skinned, red haired, human-hating (basically carbon copies of each other) villianess fought mano y mano. Mystique got cocky and showed her face, leading Demona to punch her foe into a wall. Mystique offered a swift kick in return. Demona took up her laser rifle as Mystique readied a grenade. Shooting first, Demona missed her foe. Demona instead resorted to throwing Mystique into the ground, but Mystique recovered quickly and delivered a punch to Demona's jaw. Demona turned to her last ditch weapon: the pages of the Grimorum Arcanorum. Demona cast a spell and turned Mystique into stone; victorious, Demona crushed the statue with a mace.

Narissa had been keeping an eye on the war when she noticed an old flame, Shocker, was in the war. She decided that she would do away with him. She used her magic to create an explosion outside to distract him and pushed him out the window into a water tank. Shocker's gauntlets began to overload and short-circuit the rest of his suit, forcing Shocker to remove everything in a panic, minus his mask and briefs, as he jumped out just before the tank exploded. However, Narissa failed to deal with Kingpin's other minion: Whiplash who interceded. Narissa transformed into a dragon, breathing fire at her foe. Whiplash took one hit, but he managed to bind Narissa's snout with his whip.

Realizing that Madame Mask had not payed Facilier back for the crown, the Shadow Man went to collect his debts. With the powers of a god at her disposal, Mask believed that she was too powerful to have to pay her debts. However, Facilier, like all good con-artists, had an ace up his sleeve. Mask, thinking herself a god, spit magic in Facilier's face and tried to kill him. Facilier shrugged the blow off and blew some magic powder in Mask's face, draining away her beauty and stealing her soul. The Horned King, impressed by Facilier's victory over Mask, hired Facilier into an alliance that he was forming.

Having survived the extensive damage from the battle with Frollo, the alien symbiote slithered on to another host. This did not go unnoticed by Ursula, who was ordered by Maleficent to get rid of the brute. Ursula met the villain and fought with him, lunging at the supervillain. Unfortunately for Ursula, Venom recovered quickly and hit Ursula with a boulder. Ursula lifted the rock and tossed it away. She followed with a blast of magic that disintegrated part of the Venom symbiote's arm, leading the alien half of the supervillain to abandon its human host.

Before his death at the hands of Magneto, Jafar turned a slave girl in his harem into a monsterous jackal because she angered him. In the present, Miriam, the Queen of the Vampires, used her mental powers to take control of Manwolf so that he could steal for her a powerful gem that once belonged to Jafar. However, the Jackal Beast was still there and Jafar's prize gem was feeling mischievous tonight. Jackal Beast tried to stop Man-Wolf, but it threw a table at her. Jackal Beast tore through the wooden table, knocking Man-Wolf over. Suddenly, Jafar's gem trapped Jackal Beast on a hamster wheel. Jackal Beast got free, coming upon the now human Man Wolf, having been transformed by Jafar's gemstone. Just as Jackal Beast was about to tear the man's throat out, the gemstone transformed her back into a human.

Having had his suit destroyed in the battle with Narissa, Shocker went to Doc Ock who supplied him with a new one. On one condition, that is: Shocker's compliance in entering his villain team the Sinister Six.

Xanatos learned that Ultron hired AIM to design for him new upgrades and tried to hack into their computer system to steal them for Coyote. However, AIM's firewall kept him out, so Xany went on to Plan B

An AIM soldier informed MODOK about the attempted hacker and MODOK ordered the creation of a new computer defense system.

Following his escape from Planet Z, Zurg arrived on Earth at Hydra island and forged an alliance with Dr. Doom

By the orders of Dormammu, Baron Mordo used his magic to reunite the alien symbiote with Eddie Brock to recreate Venom.

Mandarin found yet another ring.

Miriam was still in need of some one to steal the diamond for her and used her powers to turn Michael Morbius into a vampire.

Part Six
Morbius traveled to the Marshes of Morva to demand that the witches who live there cure his vampirism. Instead of curing him, the witches toyed with him and mutated him into an immense bat-monster. However, they were not without mercy and revealed to him where he could find a cure: the Castle of the Horned King.

Kingpin, who was in possession of the captured Narissa, was having a meeting with the Hobgoblin about a job as the Kingpin's top assassin in the Shocker's absence. Meanwhile, Nathaniel, determined to free his queen, sent out a monstrous troll to free Narissa. Upon discovering that there was a Troll in Central Park (XD) heading right for them, Hobgoblin volunteered to take out the Troll. Blaster in hand, he felled the troll with one shot. However, Nathaniel also let loose a deadly Hydra onto the battlefield. The Hobgoblin took out one of the monster's heads with a pumpkin bomb, but the monster regrew the heads. The Hobgoblin changed his strategy, blowing up large portions of a cliff face; the resulting avalanche buried and killed the Hydra. Nathaniel emerged from the shadows, bemoaning his defeat. The Hobgoblin launched several missiles at his foe, killing the hapless attendant.

Yzma, looking to recruit the forming Sinister Six for Mozenrath, used a youth potion to make herself younger again, in hopes of seducing the also rejuvenated Vulture into supporting the alliance. However, when Yzma's potion proved less successful than she had hoped, it was time for Plan B. Yzma's youth potion stopped working, revealing her haggard and aged form. The Vulture rebuffed her, leading Yzma to leap into a giant octopus mech and try to kill him. The Vulture flew away from the mech's attacks and shot it with a laser gun. This stunned the machine long enough for the Vulture to make his escape.

Having discovered that Eddie Brock a.k.a. Venom had escaped from prison, Frollo hired the hunter Percival C. McLeach to hunt down this dangerous quarry and provided the hunter with weaponry capable of harming Venom. McLeach tracked down Venom and engaged the brute. McLeach launched a rocket at the villain, intentionally missing to create a loud noise. Venom was stunned but soon recovered, knocking McLeach into his own pit. McLeach got up and shot Venom, but the symbiote absorbed the blast. Venom punched McLeach into a river, watching as the hunter fell off a waterfall to his presumed demise.

Having learned that his old enemy, Kraven, had been turned by Doctor Octopus into a mutate, Scar sent Zira and Nuka to enlist the aid of Anansi, the trickster spirit. The immense spider engaged the feline hunter. Kraven took up two ibex horns as weapons and tore through most of Anansi's webs, only to get entangled in the thick of the web. Kraven built up his rage and tore through Anansi's web, plunging the spider to the ground, where it died.

Realizing that Demona posed a greater threat to humanity than the mutants did, Bolivar Trask decided that the gargoyle must be eliminated and sent out his Sentinel robot to destroy her. Demona, meanwhile, was out stealing necessary equipment for Doctor Sevarius's project when the Sentinel arrived and battled her. Demona shot it with her laser cannon, managing to slow its assault. It soon recovered and unloaded its full payload of lasers, wrecking most of the building around Demona. She fled into the air, but the Sentinel pursued. Just as it was about to kill Demona, Xanatos who had been observing the fight, sent out his Steel Clan to help Demona, who he believed to be an ally. The Steel Clan saved Demona's life. Demona resented the action, as it undermined her plan to defeat Xanatos.

Tombstone was tipped off by Xanatos that Pete was planning on invading his territory and decided to act. Pete, meanwhile, was approached by Dr. Frankenollie about genetic mutation, which Pete agreed to. Frankenollie transformed Pete into a giant, monstrous version of himself just as Tombstone arrived. With Tombstone and Pete battling and Xanatos and a certain Goblin dealing the cards, things were bound to get messy. Pete leaped onto a crane and swung at Tombstone. Tombstone, however, seized the crane's controls and dropped Pete into the bottom of the facility. Just as Tombstone was about to escape, though, the Green Goblin destroyed a key bridge out of the facility. Pete came close to dying from the blow, but David Xanatos digitized him.

Simon Williams, distraut over the bankruptcy of his company, approached Hades for the power to take down the man responsible for the failure: David Xanatos. Hades turned Simon into an ion powered supervillain but revealed to Simon that in exchange for the power, he'd have to serve Hades for all eternity. Wonderman, furious, threw a blast of energy at Hades. The blow missed, leading Hades to respond with a fireball of his own. Wonderman dodged, firing a laser from his palm that actually stunned Hades. Hades summoned some dead hands to capture Wonderman, but he flew into the air. Wonderman grabbed Hades, but Hades destroyed his hand with a blast of fiery energy. Hades then disintegrated his foe.

The Hellfire Club, ever seeking to harness the Phoenix force, had unleashed the Phoenix after extracting it from Jean Grey and the fiery bird went to take on the most powerful Disney villain herself, Maleficent. Maleficent noticed the oncoming Phoenix and transformed into a dragon. Maleficent launched fireball after fireball, but the Phoenix dodged and blasted her in the face with some energy. Maleficent managed to endure the blow and hit the Phoenix force with a direct burst of fire breath, killing the Hellfire Club members within.

Pete woke up inside of AIM's computer system, having been digitized by Xanatos at the end of his fight with Tombstone. Recognizing that this place could be of use to them, Pete called down Maleficent to check it out. Maleficent saw this new dimension as a place from which she could conquer various parts of the world and teleported into it, aiding Pete in his exploration.

Meanwhile, Wonderman was surprised to find himself still alive and discovered that his survival was the Enchantress's doing.

Tombstone returned to his base to find that New York had a new Bigman: the Green Goblin.

Highly suspicious of the Hobgoblin, Kingpin fired the masked goblin. The Hobgoblin did not take the firing well, blowing up large portions of Kingpin's office and forcing the crime lord to flee. The Hobgoblin then took the Kingpin's forces right from under him, becoming New York's most powerful crime boss.

The Horned King and Doctor Facilier recruited Lady Tremaine who resurrected a former competitor: the Evil Queen.

Back in the Forbidden Mountains, Captain Hook, Avalanche, and Hades found Maleficent missing and the body of Snow White in her throne room and questioned what Maleficent had in store for the future.

Part Seven
Maleficent and Pete had entered AIM's super computer and were attempting to use it to their advantage. However, MODOK wouldn't stand for that and deployed a data-based replica of Silver Sable to deal with the intruders. While it was be two against one, Maleficent and Pete didn't quite have their computer legs yet. Pete attacked first, but Silver Sable punched him out. Maleficent readied a spell, but Silver Sable stabbed her with a sai. Maleficent tried yet again, but Sable shot her, severely wounding her. Pete recovered just in time and punched Sable off a platform to her death.

With Maleficent and Pete MIA, Hades, Hook, and Ursula weren't sure what to do anymore when the castle was attacked by Baron Strucker. Captain Hook took on the Grim Reaper, slicing through the reaper's scythe with ease. Hades then blasted the Nazi enforcer out of the castle window. Ursula used her magic to disarm Strucker and his HYDRA troopers. Hook turned his attention to Strucker, but the Nazi shot and stunned Captain Hook with a hand cannon. Ursula was shocked and injured by an attack from one of Strucker's robots. Hades then turned his attention to the robot; using a universal remote, he managed to put the robot out of commission. Strucker, however, managed to drop a chandelier upon Hades's head. Not wanting to risk further injury in a now leaderless alliance, Ursula escaped into the sea, deserting her allies. Captain Hook then got up at just the right time to impale Strucker with his rapier.

Concerned about the rising power of the Horned King, Magneto sent out Deadpool to take him out. However, Facilier's cards let him know about the oncoming threat and he and the Queen summoned up the Headless Horseman. When the enemy mercenary leaped at the horseman, the Headless Horseman sliced Deadpool's arm off. To the Headless Horseman's surprise, Deadpool was able to reattach his arm and unload his guns. Fortunately for the horseman, Deadpool missed, giving the Headless Horseman enough time to ride up and cut through Deadpool's guns. The Headless Horseman finished off his foe with a flaming pumpkin.

The news about Jafar's gemstone had reached Xanatos and, to acquire this commodity, he hired Rourke to steal it for him. He did so, but on his way out, Red Skull and his Nazis crashed the party. With each of their soldiers preoccupied, Rourke and Skull went head to head for custody of Jafar's mystical gemstone. Red Skull sent out his HYDRA soldiers, while he himself shot down Rourke's hot air balloon. The Nazi got into a plane in order to defeat Rourke, but Rourke shot the plane down. Red Skull teleported onto the remains of the hot air balloon, shooting Rourke in the arm. Rourke seized an axe and tried to kill the Red Skull, but he ended up exposing himself to the magical power of the gemstone by accident, turning him into stone.

With Maleficent MIA, Ursula had decided that it was too dangerous to stick around the Forbidden Mountains and had returned to the sea to build up an army of the fearsome Octopids. However, no sooner did she grant her soldiers new powers, then Abomination arrived on the scene to take down the sea witch. Ursula sent her men after the beast, but he managed to defeat them. Ursula dirtied her own hands, blasting Abomination all the way across the ocean with one powerful magic attack. Suddenly, King Triton appeared to apprehend Ursula.

Madame Medusa got a phone call from the Green Goblin, the new Big Man of Crime. The Goblin informed Medusa that he was pulling the funding for Medusa's project in the Devil's Bayou. Medusa, not about to let the Goblin get in the way of her getting the Devil's Eye, hired Chang to take down Goblin. Chang confronted the Goblin at Big Sky Billiards. Chang transformed into a dragon, but the Green Goblin repulsed her with one of his wrist lasers. The Green Goblin dodged most of Chang's attacks, hopping atop his glider. The Green Goblin hurled a pumpkin bomb at his foe, but she neutralized it with some fire breath. Soon, the entire billiard parlor was set aflame. The Goblin took a hit from one of Chang's magical fireballs, but he stayed in the game, hurling a specialty pumpkin bomb at Chang, one that turned her into stone. The Green Goblin made his escape, leaving the parlor to burn.

Demona had learned that the Sentinel that attacked her was created by the government's anti-mutant division, the MRD. Hoping to settle the score, Demona hired the Assassin to cripple the MRD. The Assassin arrived at the MRD's headquarters and began to cause havoc. He took out several soldiers with an RPG. He then used his camouflage to hide, gunning down various MRD personnel from the shadows. The Assassin was even able to gun down one of the MRD's attack helicopters. However, Colonel Moss wasn't about to allow the MRD to go down without a fight. He tracked the Assassin in spite of his camouflage and shot him. He then trapped the Assassin in a prison cell.

Loki had been keeping his eye on the war from afar since his defeat at Hades's hands, simply allowing the Enchantress to carry out his will in the battles. However, it soon came to his attention that the Eye of Odin had resurfaced and was in the hands of the Archmage. Loki personally arrived to take it but the Archmage saw him coming and shot him with a blast of magic. He continued to blast Loki with magic, but Loki responded with a far more powerful blast, knocking the Eye of Odin from the Archmage's brow. The Archmage screamed in agony as Loki used the Eye of Odin to transform him into a badge.

Still in need of a cure, Morbius followed the directions given to him by the Witches of Morva to Annuvin, the realm of the Horned King. Immediately upon arrival, he was captured and was placed within a glass casket of sorts. The Horned King walked in and revealed that he too needed a cure (for his Lich-like form) and decided to test the cure on Morbius. If the vampire survived, then he could go free. The cure transformed Morbius back into a regular vampire. Refusing to be the king's guinea pig, Morbius escaped the casket, and burned the Horned King's face with his hand, only to be blasted out of the castle by Lady Tremaine.

Abomination crawled on to the beach and encountered Baron Zemo and his Masters of Evil, who were looking for one more member for their team.

In Paris, Frollo, Ratcliffe, Red Skull, Wasteland Hitler, and their soldiers met up to discuss their future plans as the Red Skull unveiled his secret weapon to use against Doom: Jafar's gemstone.

Meanwhile, Magneto had reassembled his Acolytes in preparation for a siege on the domain of a powerful leader.

Loki, now in possession of the Eye of Odin, used the amulet and unlocked the true power within himself.

Ursula gained the trident and complete control of the seven seas.

The Horned King, his pride hurt by Tremaine having to finish off Morbius for him, recruited Shan Yu and the Huntsman for a new bid for power.

And Mandarin finally found his last two rings and was ready to re-enter this war!

Part Eight
Concerned about the security of his blueprints, Ultron hired Mysterio to enter the computer and take out the threat. Maleficent, meanwhile, was still injured from the gunshot wound that she received from Silver Sable and when Mysterio arrived, neither Pete nor Maleficent were prepared to fight him. Mysterio frightened Pete off by generating a massive snake out of data. Suddenly, Maleficent received a powerful revival when David Xanatos computed a cure for her injuries into her. Revitalized, Maleficent struck down Mysterio with a pulse of magical energy. Now on top of her game, she blasted Mysterio again, nearly killing the villain with magic. Mysterio escaped, while Maleficent contented herself to her victory. Maleficent and Pete came across the blueprints for the supervillain, Ultron, but before they could inspect them, Xanatos teleported them out of the computer. The two appeared on Captain Hook's ship, returned to their own dimension.

Mac Gargan (the man who became Venom in Round Five) approached the new Big Man of Crime, Green Goblin, to obtain great power so that he could prove that the symbiote was wrong in abandoning him. Goblin had his subordinate, Doctor Octopus, transform the former Venom into a new supervillain: the Scorpion. Who are Scorpion's first targets? Why, none other than Frollo and Ratcliffe. While Scorpion was much stronger than his opponents, Frollo had an ace up his sleeve, namely a piece of Jafar's gemstone. The Scorpion attacked Frollo and Ratcliffe the next morning, pushing the caravan into the river with its tail. Angered, Frollo called his troops to arrest the Scorpion, but they proved to be of little use. Ratcliffe nearly got doused in an acidic attack from the supervillain, leading him to sic his men on the opponent. Unfortunately, the Scorpion took them out with little effort. The Scorpion knocked the two generals down, but Frollo revealed his trump card: Jafar's gemstone. The gem absorbed the Scorpion's power and killed Gargan in the process.

The news of Ursula obtaining the trident had spread even to the criminals of New York City. Doctor Octopus and Electro went to investigate. When Ursula and Doc Ock got into a verbal spat, Electro broke up the fight by cutting Ursula with a light blast of electricity. Enraged, the sea witch sicced her moray eels, Flotsam and Jetsam, onto Electro, but he killed them. Enraged, Ursula transformed into a giant monster. The empowered Ursula hit Doctor Octopus straight on with a powerful blast from her trident. Doc Ock survived and Electro managed to kill Ursula as well.

To prevent Fin Fang Foom from aiding the Mandarin in the coming attack, Horned King sent the Huntsman to slay the pseudo-dragon. Foom tried to burn his foe to a crisp with some fire breath, but the Huntsman blocked the blow. The Huntsman responded with a blast of magic energy that actually managed to repulse Foom for a time. The Huntsman's protegee, Huntsgirl, tried to take Fin Fang Foom out, but the dragon slapped her away with his tail. The Huntsman tried to flee, but Fin Fang Foom incinerated him with a fireball.

On the Horned King's behalf, the Huns invaded the Valley of Spirits to slay the Mandarin and claim his rings. Mandarin saw them coming and used his rings to create an avalanche to bury the Huns. However, the terrifying leader of the Huns, Shan Yu, wasn't going to let a little snow stop him. Shan Yu survived and attacked the Mandarin in his lair. Unworried, the Mandarin spent most of his time roasting Shan Yu's pet hawk. When Shan Yu reared up to attack, the Mandarin knocked him aside with a shot from his power rings. No longer amused with Shan Yu, the Mandarin fired upon him full force, blowing up Shan Yu completely.

Taking advantage of the Horned King's attention being elsewhere, Magneto and his Acolytes invaded the castle. Magneto and his acolytes mounted their assault upon the Horned King's fortress, easily cutting down the Horned King's henchmen. The Horned King summoned some unkillable warriors, the Cauldron-Born. Magneto soon deduced that these fighters were powered by the Horned King's metal Black Cauldron. Magneto thus reversed the flow of the magic, causing the cauldron to pull the Horned King into it and tear him to pieces.

The Evil Queen informed Facilier and Tremaine of the Horned King's death and also announced that she would be taking control of the faction, much to their displeasure. The Queen also introduced her new second-in-command: Cruella De Vil.

Xanatos finally had the Ultron designs in his possession. And now there was just one more loose end to tie up as he sent Demona out to deal with MODOK.

Mysterio arrived at the former lab of Doctor Sevarius and joined up with Doctor Octopus to complete the Sinister Six.

The Masters of Evil were busy planning for their attack on the Forbidden Mountains but someone seemed to be spying on them.

Maleficent, having finally returned to her castle, was approached by a society of sorcerers consisting of Yzma, Mozenrath, Mad Madam Mim and Ayam Aghoul with a deal in mind.

Part Nine
The Masters of Evil arrived at the Forbidden Mountains to claim it on Loki's behalf. However, the Sorcerer's Society intervened. In the ensuing battle, Yzma drank a potion in hopes of transforming into a powerful foe. She ended up turning into a bunny rabbit and being taken away by a hawk before the battle began in full. Mozenrath quickly killed Wonder Man before the fight even properly began. Ayam Aghoul took some early victories by stunning the Enchantress and the Executioner with two powerful magical skulls. Mim took on the Abomination. Mim transformed into a rhino, ramming her foe with fatal force. Mim made the foolish mistake, however, of turning into a chicken after her victory; Crimson Dynamo seized the opportunity to crush Madam Mim under his boot heel. Mozenrath managed to kill Crimson Dynamo with another blast of energy. Mozenrath finally met his match when paired up against the Enchantress. Though he managed to dodge a few of her magical strikes, she landed one powerful spell on him, turning him into stone. Aghoul faced a somewhat greater challenge in Baron Zemo himself. Just as the Nazi was about to strike Aghoul down with his sword, Ayam threw his spell, killing Zemo with one powerful blast. This attack was so imposing as to force the other members of the Masters of Evil to retreat. The departure of these members left Ayam Aghoul the only survivor of the battle, but his survival was short-lived. Maleficent returned; seeing that Aghoul had outlived his usefulness, she cast him out of the Forbidden Mountains to his presumed death.

With the Ultron designs in his possession, Xanatos sent Demona to AIM's headquarters to take out the only other person with knowledge of the designs: MODOK himself. Demona agreed, storming AIM's headquarters with her laser cannon. She landed a solid hit on MODOK before turning attention to his henchmen. While her back was turned, Modok used his own blaster to knock Demona's rifle out of her hand. He then activated a powerful sonic weapon, stunning Demona. But the gargoyle refused to submit; she seized her laser cannon and fired a fatal blast of energy into MODOK's face.

Desiring the Casket of Ancient Winters for herself, Maleficent sent Hook and Avalanche to steal it for her. Upon arriving at the lair of Malekith, the dark elf, Avalanche pulled out his secret weapon from his jacket: a bottle of Ursula's magic. He used it on himself to become an immense rock monster. Malekith tried to attack the mutant during the transformation process, but the process made Avalanche immune to Malekith's magic. The rock monster's presence distracted Malekith; Captain Hook seized the opportunity to stab him with his hook. Malekith teleported away, taking a few potshots at the rock monster and wiping out two of its heads. As Captain Hook cowered in fear, Malekith showed his true face and convinced Hook to make a hasty retreat.

Hoping to reclaim the Gen-U-Tech lab, Xanatos sent out his team of mercernaries, the Pack, to take down the Sinister Six. Wolf was among the first to leap into battle while Jackal encountered Mysterio. Mysterio created several clones of himself, but Jackal deduced which of the clones was the real Mysterio and cracked open his foe's skull with a single punch. More members of the Six entered, notably Shocker. Wolf came to a swift demise after Shocker and Electro blasted him with powerful pulses. Jackal fired some of his metal fingers into Shocker's pulsars, causing them to overload. Jackal and Shocker punched each other, triggering the gauntlets' self destruct mechanism; the resulting blast killed both of them. Hyena quickly took out Kraven the Hunter with a wrist-mounted laser, but Electro managed to blast her weapon off. Dingo tried to defeat the experienced aeronaut, the Vulture, but was knocked unconscious when the Vulture outmaneuvered him and sent his mech suit crashing to the ground. Hyena used a cannon hidden in her palm to crush Electro under some debris. She then turned her attention to the Vulture, killing him with a blast of her cannon. Hyena crawled through the lab, only to come face to face with the leader of the Sinister Six: Doctor Octopus. Hyena tried to blast him, but Doctor Octopus killed her with a single swipe of his robotic arms. A rebuilt Coyote arrived, knocked out Doctor Octopus and sent him flying a great distance with a single punch.

After Ursula's death at Doc Ock's hands, Hades claimed the trident for himself. With his new found powers and new minion, Doubt, Hades went to dispose of an old enemy, Dormammu, trying to make his grand entrance to the war. The two underworld baddies encountered Dormammu, recently summoned by his acolytes, Baron Mordo and Venom. Hades easily defeated Venom with a blast of the trident. Doubt tried his best to help Hades in the battle, but Dormammu killed him by crushing him with a boulder. Hades then used his trident to cast both Dormammu and Venom into the netherworld. Mordo escaped while Hades reveled in his victory.

Negaduck had decided that the Green Goblin's time as the Big Man of Crime had gone on for too long and arrived at Gobby's headquarters to take him out. Negaduck sent out his trusty attack squid but the Goblin got on his glider and flew out of range. Negaduck decided to take care of him using a brand new machine to bat one of his own pumpkin bombs back to the goblin's glider, killing him, all while the Hobgoblin looked on from his headquarters with Harry Osborn also bearing witness.

The Hyenas reported back to Scar that they had found Kraven the Hunter wandering on the outskirts of town alone. Scar, seeking to taking advantage of the situation, sent out his pride to take Kraven out. Zira and the other lionesses cornered their target but soon discovered that the Hyenas had tracked down Sabretooth instead and that mistake was going to cost Scar dearly. Sabretooth drove his motorcycle towards the lionesses but Zira knocked its front wheel off, causing it to crash. Sabretooth removed his helmet, revealing that he wasn't Kraven as the hyenas tackled him into a van. Vitani then pounced on him, sending him sliding back. As Scar's forces closed in, Sabretooth jumped up a pile of broken branches to try to escape. Nuka chased after him but a branch snapped under Nuka's paw, causing several to fall on top of him, pinning him. Sabretooth then kicked several more logs down, crushing Nuka as Sbaretooth escaped. Zira frantically ripped some of the logs away to find Nuka crushed and dying under the logs. Nuke took one final pleasure in finally getting his mother's attention as he died with his head in her paw.

Scar, furious about Nuka's death, fired Shenzi, Banzai, and Ed for their failure.

Zira, hoping to get a snack to calm her nerves, approached a bird's nest. However, the birds in the nest were just about to eat a certain pink bunny until Zira scared them off. The potion wore off and the bunny became Yzma once again. In gratitude, Yzma promised to help Zira avenge her son.

Shenzi, Banzai, and Ed, seeking new employment, traveled to Paris to speak with the Red Skull. Because the Red Skull was drunk at the moment, he cheerfully accepted the random Hyenas into Frollo's faction.

The Evil Queen, hiding her identity under a red cloak, approached J. Worthington Foulfellow and paid him to make sure that the approaching gang war went her way.

Hook returned to Maleficent's castle only to incur the wrath of Maleficent for retreating as she sealed him in her staff.

Hobgoblin showed Harry Osborn the video of his father's death at Negaduck's hands and turned him into a second Green Goblin.

Cruella met with the Queen's secret ally, Magneto, and informed him that they needed to get rid of Facilier and Lady Tremaine since the two of them weren't too keen on following the Queen's orders. Facilier overheard and talked to Hades so that he would be ready for the attempt on his life. Hades then gifted Facilier with shadow demons to command.

Mandarin approached Doom and Zurg and proposed an alliance.

Meanwhile, both Negaduck and Hobgoblin prepared their forces for the inevitable gang war that was going to ensue.

Part Ten
Upon learning of the Evil Queen's treachery, Facilier retreated back to his home town of New Orleans to pursue his own plans of killing Eli "Big Daddy" La Bouff. However, Facilier soon found that one of Magneto's acolytes, Gambit, was interfering as used his powers to overload the electricity in a parking meter, frightening the crowd. Facilier summoned his shadow demons but Gambit wiped out a couple and hid behind a wall. As Facilier confronted him, Gambit revealed that he had stolen Facilier's voodoo talisman from the Evil Queen's castle. He promptly smashed it, causing the Friends on the Other Side to turn on Facilier and drag him into their realm.

Fearing Lady Tremaine's betrayal, the Queen sent Tremaine to take out an old rival of Magneto, whom Magneto claimed was nearly invincible, hoping that Tremaine would fall in battle. Tremaine arrived at Mr. Sinister's hideout and faced off against Mr. Sinister and Multiple Man. Tremaine engaged Sinister, who dispatched Multiple Man. However, Tremaine made quick work of Multiple Man with her magic. Sinister attempted to take on Tremaine himself, and, while he managed to protect himself against her first attack, he soon found that his own power wasn't enough to fend off Tremaine. Tremaine used one more blast of magic to annihilate Sinister.

Hoping to eliminate the MRD and Trask once and for all, Demona traveled to the MRD headquarters to finish what the Assassin started. However, Demona found herself face to face with hundreds of Sentinels and their leader, the Master Mold. Using her stolen spells, she promptly annihilated all of them.

Hoping to get the drop on Negaduck, Hobgoblin sent his new ally to attack Negaduck's hideout (formerly the Green Goblin's hideout, which was formerly Tombstone's hideout, which before that belonged to Mace Malone, and before that was controlled by Sykes.) Foulfellow, Gideon, and Negaduck fought against the attack as a bomb thrown by Harry managed to cause some damage in the lair as well as send Foulfellow flying a distance, however, Gideon made use of a large mallet, shaking up Harry, but it was not enough to defeat him. Negaduck engaged him in a tank but Harry dodged the attacks and blew it up with a missile. Harry, however, was apparently killed when Mace Malone, who had seemingly escaped his imprisonment from the Hotel Cabal and formed an alliance with Negaduck, intervened and shot down his glider, causing it to explode.

Again hoping that he could get the drop on Negaduck, Hobgoblin sent out the Molten Man to attack Negaduck's old headquarters which Horace and Jasper just happened to be keeping watch over. Molten Man set fire to their house, and, despite Horace and Jasper's use of blunt instruments to attack, seemed to have the upper hand. However, Horace and Jasper then found themselves rescued by the Liquidator, who appeared and subdued Molten Man.

Tired of Hobgoblin getting the drop on him, Negaduck took the Fearsome Five to steal Hobgoblin's prized possession, a huge emerald. They successfully obtained it but were soon stopped by the Goon Squad. Negaduck sent the Fearsome Five to fight them. Megavolt fired a beam of electricity to Blizzard but it had no effect. Living Laser responded by firing his own electrical beam, knocking Megavolt back. As Dreadknight rode in on a flying horse, Bushroot called up mounds of rock from the earth, knocking Dreadknight off his horse. However, Hypnotia responded with a psionic beam, knocking Bushroot out. Liquidator shot himself as an arrow at the Goon Squad members, Hypnotia and Whiplash but completely missed, splattering on the wall. Realizing the Five were useless, Negaduck escaped with the emerald out a window.

Negaduck arrived at Kingpin's tower which Hobgoblin was currently occupying. The two battled for control of New York's criminal underworld. Hobgoblin threw a pumpkin bomb at Negaduck, knocking him down as Hobgoblin boarded his glider. Negaduck threw bombs at Hobgoblin but he jumped onto a smaller glider deftly dodged. Negaduck then used a laser spray but Hobgoblin dodged that as well. Hobgoblin then used his glider to open up a portal to the Negaverse, which sucked Negaduck into it. However, Hobgoblin's victory was cut short when Narissa finally freed herself from Kingpin's tower and destroyed Hobgoblin's glider with her fire breath. As Hobgoblin realized he was out of pumpkin bombs, he could only helplessly scream as Narissa burned him alive.

Foulfellow and Gideon returned to the Evil Queen's castle to give her their report on the gang war only to find a side to the Queen they'd never seen before as she had turned herself into an old hag once again.

Finally free, Narissa arrived at the Forbidden Mountains and joined Maleficent's rapidly depleting team of villains.

"Mace Malone" arrived at Frollo's lair, changing back to his true form of the Chameleon upon telling his superiors everything he had learned while posing as Malone to infiltrate Negaduck's ranks so that he could keep an eye on the war for Frollo and his father.

Frollo decided that the time to strike Doom was nigh and gave Ratcliffe and Red Skull the order to assemble the army.

Dr. Doom spied on this and prepared his own forces to defend Hydra Island in the oncoming attack.

The Evil Queen used her mirror to bring Facilier out of limbo following his "death" at Gambit's hands. The vengeful Queen ripped out Facilier's heart and took the Shadowman as her new pet as punishment for his insubordination.

Part Eleven
The Wasteland Nazis, souped up in stolen armor, attacked full force on the Hydra goons out front. The Hydra soldiers were powerful but the Nazis had the element of surprise on their side. After the Nazis wiped out the Hydra soldiers, Ratcliffe arrived with his armada to proceed on with the invasion, Mandarin wasn't going to let them pass that easily. He utterly obliterated the Nazi ranks and tanked a shot from Ratcliffe's rifle with barely any damage. Mandarin then used his rings to hypnotize Ratcliffe's men into turning on him, watching as they overpowered him.

Knowing that Doom wouldn't fall for the frontal assault, Red Skull led a band of mercenaries for a decoy sneak attack. The mercenaries were able to take down the Hornets but were no match for Warp Darkmatter. However, a hornet suddenly attacked Warp and revealed itself to be the Chameleon in disguise. The two battled for a short while only for the Chameleon to get the drop on Warp by causing an explosion to which he hid behind, changed himself to look like Zurg, then shot him down before changing back into his true form to mock Warp for his foolishness. However, when the real Zurg arrived and took out the Chameleon, Red Skull used Jafar's gemstone to summon up the Lizard. The Lizard threw a rock at Zurg but Zurg blasted it apart. The Lizard then knocked Zurg's arm cannon off with a swipe of his tail. Zurg then engaged the Lizard in hand to hand, dodging around the reptile's slashed. He then blasted the Lizard with his eye beams, knocking him out. Zurg then turned to Red Skull, grabbing him by the shirt and seemingly destroying him with an energy beam.

The Hyenas arrived in the control room where Doom was and revealed that the Red Skull's "sneak attack" was just to distract Zurg so that they could bring in the real fight. Doom proceeded to summon up a Doombot which scared off the Hyenas. However, the Doombot randomly blew up and Frollo stepped out revealing that he was the culprit. The two battled in a rematch. Thinking quick, Dr. Doom blasted Frollo off the building. Frollo managed to hold on, climbing atop a gargoyle. Now having the high ground, Frollo managed to severely wound Doom with his sword. But Doctor Doom triggered the island's self-destruct sequence. In the wake of the explosion, Frollo fell off the roof to his apparent death.

After the events of the gang war, Kingpin returned to his tower to resume his control of New York city. However, it wasn't long before Madame Medusa showed up and challenged him for control of New York's criminal Underworld. After a wild battle with Medusa's shotgun, Medusa was able to take out the rear rotor of Kingpin's helicopter and send him plummeting into the Hudson River.

Furious about Doom leaving him to die on the exploding Hydra Island, Zurg arrived at Castle Doom to get his revenge. However, Doom was always one step ahead and deactivated Zurg's ion blaster using his wrist control. Doom then unveiled his latest creation: the power transfer module, which he intended to use to absorb Zurg and his powers into his own body. He successfully merged with Zurg, absorbing his power.

Medusa declared herself the new Kingpin of Crime. And to prevent another gang war from breaking out, she allied herself with fellow crime lords, Owl and Hammerhead.

Avalanche made it to Hades's palace in the Underworld and requested to be revived. Despite initially being hesitant, Hades agreed after Avalanche threatened to shake things up.

Loki was celebrating his domination of eight of the Nine Realms and announced that only Midgard (Earth) remained as Dr. Doom arrived and forged an alliance with the trickster god.

Meanwhile, Xanatos had located Ultron and prepared Coyote for a rematch to prove his own technology superior.

The Evil Queen was informed by her mirror of two things. The first was that Snow White was still alive and was being held by Maleficent. The second was that Loki had conquered eight of the nine realms and was preparing to attack Earth. Alarmed, the Queen rallied her forces to take down Loki and his army.

Part Twelve
Xanatos, having upgraded his Coyote robot with the Ultron designs stolen from AIM, sent Coyote to take out Ultron and prove that he was the superior robot. Coyote showed no remorse for his adversary, firing lasers and guns wildly, trying with all of his might to win. Ultron, however, used his might to toss a large piece of metal into Coyote's body, impaling him. Coyote removed the piece of metal from his body, leaving a large, gaping hole in his body. Coyote then fired a ray from a compartment in his arm that damaged Ultron. Coyote pressured on with the attack. However, Ultron turned the tables on Coyote by firing out a grappling hook that not only destroyed Coyote's ray, but also held him still for a final attack. Ultron then ended the battle by firing a blast from his hand that destroyed a large chunk of construction equipment, causing pieces of debris to fall onto Coyote, destroying him.

Seeking to regain Loki's favor after failing to defeat Maleficent twice, Enchantress went into battle with Demona. Enchantress paralyzed Demona's mech but she fired back at the Enchantress. Recovering, Enchantress threw Demona onto another rooftop, forcing her to exit her mech. Enchantress then used a spell to turn it from night to day, turning Demona to stone. Enchantress ultimately ended up shattering Demona's stone self but soon discovered that Demona had some kind of survival spell and retreated. Back at her base, Enchantress learned that Macbeth and Demona had a magical link and couldn't die until one killed the other. Enchantress then went and used her power to control any man she kisses to control Macbeth. Soon, Macbeth confronted Demona and shot a stone wall from behind her, crushing the gargoyle and killing himself in the process due to their link.

Seeking revenge for Xanatos stealing his designs, Ultron teamed up with Baron Mordo to attack the Eyrie Building. To combat this threat, Xanatos sent out his Thailog soldiers; however, Mordo quickly incapacitated them. Xanatos' wife and son, Fox and Alexander, both attempted to fight them off with Ultron knocking down Fox and trading blows with Alexander. Xanatos himself soon joined the fray and engaged Mordo. Mordo killed Alexander, much to the fury of Alexander's mother, Fox, who attempted to subdue Mordo with a beam of energy that stalled him. As Ultron moved to aid his ally, Xanatos restrained him. However, Ultron broke free and aided Mordo, allowing him to break free and kill Fox. Mordo and Ultron combined their powers to defeat Xanatos before he even had time to grieve for his family.

Since Hades took Doubt with him to fight Dormammu, Pain and Panic were a little concerned that Hades may be thinking of replacing them so they went to the Witches of Morva to be set up with an opponent. The opponent that they got set up with was none other than Mandarin who was decked out in brand new battle armor to strike back against Doom. Mandarin blasted them with his rings' power, scorching them. However, Pain and Panic revealed an enchanted stone they possessed which they used to destroy Mandarin.

Maleficent announced that Malekith was still on the loose and sent Hades to deal with him, much to Avalanche's displeasure. Hades arrived at Malekith's lair and battled the dark elf who was wielding the full power of the Casket of Ancient Winters. Malekith summoned an ice creature but Hades quickly melted its head with a burst of flame. Malekith then unleashed a snowy maelstrom, encasing Hades in ice. Hades quickly freed himself through his rage and hit Malekith with a fire ball, destroying him. Hades then claimed the Casket of Ancient Winters for himself and looked on Mount Olympus, a plan developing in his mind.

Magneto informed his Acolytes that he would be retrieving Snow White for the Evil Queen and arrived at the Forbidden Mountains to challenge Maleficent. Maleficent turned into her dragon form and knocked Magneto down as the Headless Horseman came to his aid only to be shaken up by Avalanche. However, the Headless Horseman's fallen sword was just what Magneto needed to strike Maleficent. He used his magnetic powers to pick up the sword and thrust it into Maleficent's chest. Weakened, Maleficent turned back into her natural form and limped away. Magneto pursued the Mistress of all Evil who unleashed a magical shield that encased her castle. Magneto levitated himself and lifted a multitude of tanks, trucks and satellites around him. He then sent them raining down on Maleficent but her shield blocked all the damage. Maleficent then cast a spell that utterly annihilated Magneto.

Seeking to prevent Loki from taking over Earth/Midgard, Cruella led the Evil Queen's forces against Loki. While the armies of Asgard initially over powered the Queen's forces, Lady Tremaine and the Evil Queen's timely arrivals led to the destruction of most of Loki's army. The Queen's forces pressed forward but soon found themselves face to face with Enchantress, Executioner, Dr. Doom, and Loki himself. Enchantress quickly turned the Queen's guards into bunnies. As Lady Tremaine turned her wand on Dr. Doom, he unveiled an energy pistol that he used to obliterate the noblewoman. Cruella threw several knives at Loki who used his magic to turn the knives back on her, skewering Cruella. Loki then proceeded to use his magic to kill the Evil Queen.

Using the newly acquired Casket of Ancient Winters, Hades froze Zeus and became the new Ruler of Olympus.

With his army in ruins because of the Queen's attack, Loki was on his last leg until Doom brought Baron Mordo and Ultron into their little alliance and resumed Loki's plan to invade Earth/Midgard.

Maleficent called together her remaining Council Members to protect the castle during the final stage of her master plan and Hades revealed his new job description to the others.

Dr. Doom also transferred Ultron's programming into a new, less clunky, design.

Angered by the fact that he wasn't strong enough to defeat Malekith yet Hades was, Avalanche plunged into Darkness under the guidance of a dark figure.

Part Thirteen
Because the seal on the gates of Hell could only be opened by one who had a pure heart, Maleficent worked her magic through Snow White to get around that pesky limitation. She succeeded in partially opening the door and beginning the rise of her master.

Following Xanatos's alleged death at Ultron's hands, Lady Waltham had become the CEO of Xanatos Enterprises and told Owen of her plan. Meanwhile, Sabretooth met with Kraven (who had Calypso reverse his mutation following the defeat of the Six) and Calypso and offered to ally with them since the three of them were currently the last independent villains left. The meeting was interrupted by the arrival of Scar, Zira, and their Pride. As Zira took her revenge by mauling Sabretooth to death and Yzma repaid her debt by using a potion to turn Calypso into a tortoise, Scar and Kraven were digitized and brought into Xanatos's computer. Waltham had Owen derez Scar since she didn't need him and then used the data to kill Kraven in the same way that Kraven killed her brother.

With his army having been destroyed by the forces of the Evil Queen, Loki led Enchantress, Executioner, Dr. Doom, Mordo, and Ultron into battle against Maleficent for control of Midgard. The two sides clashed in the inevitable conflict building since day one. Maleficent immediately ordered her goons to attack. But they were no match for Ultron and were quickly dispatched. Pete arrived on a flying pirate ship and let loose with his cannons, sending debris raining down on Baron Mordo who barely dodged. However, the Enchantress used her magic to send a cannonball right into Pete's face. Maleficent let loose a thunderbolt but the Enchantress blocked it with a magical shield. Hades and Narissa entered the fray as Pete spit out the cannonball, knocking Baron Mordo on the head with it while Pain and Panic destroyed Ultron's shield with their bow and arrows. As Scourge and Enchantress stepped up to confront Hades, the new King of Olympus unveiled the Casket of Ancient Winters and used it to freeze the two in place before either could attack. Pain and Panic fused into a two headed monster and charged at Ultron, knocking him back. Ultron responded with a mouth beam that defused the two demons and sent them flying. As Baron Mordo confronted her, Narissa transformed into a large caterpillar like monster and rammed Mordo into a pillar. Ultron then engaged Pete and fired a mouth beam that knocked a treasure chest onto a loose floorboard ans sent Pete flying around, tangling himself in ropes until Pete ended up hanging himself. Mordo unleashed a barrage of spells at Narissa, eventually overpowering and killing her. Angered, Maleficent fired a lightning bolt at Mordo. The sorcerer attempted to meet it with a beam of his own but Maleficent's magic was too powerful and quickly killed Mordo as Maleficent departed, laughing in glee. Hades then threw a lightning bolt at Ultron, destroying him. Loki caught hades off guard and blindsided him with some magical blasts. As Hades angrily confronted Loki, the God of Mischief blasted Pain and Panic as they came to aid Hades. Hades and Loki fired blasts at each other, damaging both of them heavily and depowering both of them. Loki lost the power of the Eye of Odin and Hades lost the power of Olympus. Despite the setback, Hades found himself with the advantage and summoned souls of the dead which dragged Loki back to the Underworld. However, Doom ambushed Loki and with a blast from his palms, sent the God of the dead plummeting back to the Underworld.

In Maleficent's throne room, Avalanche, possessed by some dark force, spoke with Maleficent. Maleficent then left to personally take care of Doom. After she left, Avalanche began to absorb more energy from the gate, the darkness in him rising.

Maleficent materialized on the bridge in front of Doom and used her magic to create demons to attack Doom. She then used her powers to prevent him from moving and proceeded to separate Zurg's life-force from Doom, reverting the Doctor to his usual armored state. Avalanche then came out on the bridge and Doom quickly used his suit's weaponry to disintegrate Avalanche, much to Maleficent's fury. However, out of the ashes, a new horror appeared. Avalanche rose up from the ashes in the form of Chernabog. The demon god rewarded Doom by throwing him into the cosmos. As one horror rose, another made its way to earth. Galactus had returned. Chernabog, in his malice, shot Galactus with some magic. Unaffected, Galactus engulfed his foe in a pillar of flame. To Galactus's dismay, Chernabog harnessed the power of the blast and reflected it back at Galactus. Galactus fell from his ship, landing onto Earth itself. Maleficent transformed into a fiery dragon to help her master. Galactus was able to throw a fire blast back at Maleficent, destroying her completely. Chernabog, enraged at the loss of his partner, summoned the souls Galactus had already devoured to abandon him, destroying Galactus from within.

Just as Chernabog was about to absorb the energy from Galactus's body, he sensed a strange energy source approaching. He soon discovered that it was Mickey who had come to end this brutish conflict once and for all. Mickey used the powers of light to attack Chernabog but they still weren't enough to bring down the demon. Mickey then saw what he must do and used all of his magic on Chernabog. Mickey finally realized that in order to defeat Chernabog, he would have to become Julius by merging with the creature just as Avalanche did. The two disappeared, only leaving behind Mickey's hat for his friends to remember him by.

The now possessed Mickey found himself in Limbo with Carnage, the spawn of Venom.

Part One
Three months after the Siege on the Forbidden Mountains:

Some time in the future, the Archmage traveled back in time to observe his fight with Loki. After rewatching his defeat, the Archmage traveled to the present day Underworld and made a deal with Hades to revive himself after his own death at Loki's hands (to avoid confusion, the Archmage from the future will be called Alpha Archmage while the one that has just been revived will be Beta Archmage). Alpha Archmage then used the Phoenix gate to transport himself and the Beta Archmage to the Forbidden Mountains of one year ago (before part one started) and told Maleficent about the Gates of Hell.

Hammerhead, on Medusa'a behalf, hired the Sandman to steal a rare artifact from Klang. Sandman, however, was caught off guard by Klang, who activated the artifact which revealed itself to be a powerful weapon. Designed in the appearance of two large scarab beetles, they shook their shells, causing a massive sand storm that vanquished Sandman.

Immediately after the Archmage left, Hades found himself visited by Hela, Loki's daughter and the Norse God of the Dead. Hela challenged Hades for her father's honor. The two launched attacks that canceled each other out but Hela followed up by covering Hades in lava. Hela then summoned spirits of the dead to attack Hades. Realizing he was outmatched, Hades retreated.

When Doctor Sevarius's lab was trashed by the Quarrymen (who had learned about his affiliation with Gargoyles), he decided to take a page out of Xanatos's book and manipulated Medusa into attacking the Quarrymen. She fell right into Sevarius's plan and had Smythe deploy the Black Widow robot. The Black Widow ambsuhed teh Quarrymen by breaking into one of their rallies. When they fought back, the robot knocked them down with an oil spit. As one of the Quarrymen drew a pistol, the Black Widow smashed the floor, sending him tumbling down. However, the other Quarryman took the opportunity to sneak up on the robot and smash it with his electrified hammer, destroying it.

The Skrull and the Heed went to war for control of the empire that Zurg left behind after his apparent death at Galactus's hands. The Skrull fleet arrived at the Heed's lair. Seeing the incoming assault, the Heed fired some of their defenses at the Skrulls, before they could deal with them personally. The Heed then confronted their enemies and started to blast them with their laser guns, only to be unaffected by the enemies's power. The Heed continued to fight against the Skrulls, destroying one of their ships. In a final attempt to defeat the Heed as they demanded the Skrulls surrender, the Skrull Emperor blasted the core of the space ship-lair, destroying the source of the Heed's power, killing all of them in the process.

Avalanche awoke from a three month long coma in the Evil Queen's dungeon. Here, where magic was strong, Avalanche's very memory of Maleficent came to life to try to gain control over him. Maleficent used his memories of Kitty and his accidental murder of her to push him into the darkness. However, Avalanche refused her offer, and Maleficent quickly dissipated back into the shadows.

After swirling around in between dimensions for three months following his battle with Hobgoblin, Negaduck finally landed in limbo with Carnage and Feral Mickey. Carnage and Negaduck went head to head with Feral Mickey and a mysterious villain watching. Negaduck challenged Carnage, who was always up for a brawl. However, this was a grave mistake on Negaduck's part, as Carnage not only destroyed Negaduck's gun, but managed to defeat Negaduck by firing a blade that chopped up one of Negaduck's bombs, detonating it and killing Negaduck. Immediately after, the mysterious villain revealed himself to be Dormammu.

In the upper levels of Grimhilde's castle, Baron Mordo (who had been buffing up over the past three months), Quentin Beck (a.k.a. Mysterio), and the Magic Mirror discussed the strange occurrence in the dungeon. They discovered the presence of Maleficent's memory replica and Avalance within the castle's dungeon, and decided to wait and see what happens.

Having lost control of the Underworld, Hades returned to Olympus to rally the support of the other gods but found that Zeus had gotten free and retaken control.

Having survived the destruction of HYDRA Island, Frollo returned to duty after three months in the hospital. Upon returning, he received an invitation to a summit in London.

Medusa was furious at Hammerhead and Symthe's failures and told them that if either one failed her again, there would be severe consequences.

In London, three world leaders (Frollo representing France, Duncan representing Scotland, and Count Rokoff representing Russia) gathered to attend a summit held by Mr. Sinister (who was able to return because of Tremaine's death). He informed them of the coming of Apocalypse but, rather than submit, the three men swore that they would destroy Sinister and Apocalypse.

The Archmages met back up with Hades and the Beta Archmage asked him if he wanted revenge on Hela. Hades told them that his priority was Olympus, not revenge, much to the Alpha Archmage's pleasure.

Meanwhile, in the Underworld, with Hades having been deposed by Hela (and Hela having no interest in the realm), dead souls began to escape left and right including Jafar, Mozenrath, Lady Tremaine, Shan Yu, the Evil Queen, Gaston and Cruella De Ville.

The Skrulls, celebrating their conquest picked up a strange man drifting in space: Dr. Doom.

Dormammu recruited Carnage and Feral Mickey and took on his true form.

Part Two
Having discovered a base of Mr. Sinister's in the Savage Land, Rokoff approached Frollo to ask for his help in sacking the base. Frollo, not wanting to dirty his own hands, sent McLeach (who survived his fall in part 1) along with Rokoff as well as several lackies to help. Mr. Sinister, learning of their arrival, ordered Sauron and his minions to dispose of them. Rokoff and his goons managed to fight off Sauron's minions. McLeach arrived and assisted Rokoff in battle. Sauron, hoping to end the battle quickly, took control of a group of jungle cats that emerged from a small cave, and chased after Rokoff's men. McLeach tried to shoot them, but failed to hit his mark, as the cats, fearing McLeach's fire power, changed course and chased after Rokoff. Rokoff ultimately turned tail and ran, the cats following him, much to the amusement of McLeach, to presumably be devoured by the cats. As Sauron flew towards him, McLeach threw a knife at the monster, sending him plummeting to the ground. McLeach then capitalized on this by using his half track to bury the creature under a pile of boulders.

Medusa, fearing that if the news of Smythe's failure against the Quarrymen got out, it would cause the various criminals to see her as a weak leader, ordered Smythe to kill Dr. Sevarius, the only other person aware that Medusa was the one who ordered the attack on the Quarrymen. Smythe deployed his newest Spider-Slayer and sent it to attack Sevarius's new lab at Nightstone Unlimited. However, when the robot arrived, Smythe found out that Sevarius was now working for a new boss: Thailog. Seeking to defend his new subordinate, Thailog flew out to confront the Spider Slayer which grounded him with a laser blast. The machine then toppled a water tower, using the water to wash Thailog away. The gargoyle recovered and, with a single shot from his laser rifle, destroyed the Spider Slayer.

Pete, seeking to regain his lost criminal empire, stormed into Medusa's headquarters and demanded the return of his territory. However, Hammerhead wasn't willing to listen to Pete and ordered him to leave. Hoping to get back at Hammerhead as well as cripple Medusa, Pete hired Duff Killigan to attack Hammerhead at an abandoned warehouse. However, Hammerhead was there supervising the upgrade of Doctor Octopus, which made things a bit more complicated for Duff. As Doc Ock lashed out with his tentacles, Duff sent a bunch of golf balls rolling towards him, the explosion destroying one of Doc Ock's tentacles. Killigan then followed up by launching another golf ball at Doc Ock, sending him flying into a wall. Enraged, Doc Ock charged towards Killigan who dueled against the scientist's tentacles with two of his golf clubs. Eventually, Doc Ock broke the golf clubs and activated a magnet which disarmed Killigan of his weapons as he tried to attack with another club. In the confusion, Killigan had failed to notice that he had left an explosive golf ball at his feet. It went off, knocking him out.

Baron Helmut Zemo, seeking to avenge his father's death at the hands of the Sorcerer's Society in the last war, used the Mandarin's technology to send Fin Fang Foom to attack Yzma (who he believed was the only surviving member of the society). Meanwhile, Mozenrath had approached Yzma to propose bringing the Sorcerer's Society back together. Fin Fang Foom arrived and Mozenrath offered to take care of it as long as Yzma got on board with the new Sorcerer's Society. Foom breathed fire at Mozenrath who swiftly dodged it. Mozenrath retaliated with a blast of magic which only annoyed Foom, who breathed more fire but Mozenrath absorbed the attack with his gauntlet. Mozenrath then fired a more powerful magical blast which completely obliterated Foom.

Mr. Sinister, fearful that Frollo would continue to be a problem and seeking to give Frollo a bit of payback for the incident with Sauron, sent Omega Red to Paris to assassinate Frollo. Omega Red and Jafar both arrived in Paris at the same time and Omega Red attacked Frollo's guards. Just as Red prepared to attack Frollo, Jafar, using his magic to become a gang of bandits, and Abis Mal swooped in to attack. Riding on flying horses, Jafar, his duplicates, and Abis Mal glided on scene, and Omega Red accepted their challenge. After a brief skirmish between Abis Mal and Omega Red, Jafar decided to end the battle with his magic. Jafar used a spell that proved harmless, however, a second one froze Omega Red in a block of ice. Jafar then revealed himself to Frollo.

Hades arrived on Avalon to make his new base there, much to the fury of the Weird Sisters. The Sisters, not wanting to compromise their duty to protect the island, used their magic to turn the Hulk into a demon to fight Hades. Hades blasted him with an enchanted remote but Dark Hulk shrugged it off. Hades then struck Dark Hulk but this only enraged the Dark Hulk who swore to tear off Hades's head. Hades quickly created some distance and threw a fireball at Dark Hulk. But the Dark Hulk picked up a tank which blocked the fireball and threw it at Hades, crushing him under it. However, Hades quickly recovered and used his powers to expel the demon and depower the Hulk.

A copy of Ultron's programming lying dormant in Xanatos's computer came back online and constructed a new body for itself to begin it's new plans. The first order of business: removing Waltham and Owen from the Eyrie Building. Ultron used his laser mouth to stun Lady Waltham. Owen tried to fight back, but the malevolent program used laser bonds to imprison the disguised Puck within a chair. Waltham escaped in time, just before Ultron scanned enough of Xanatos's computer data to become the Xanatos Program.

Pete arrived at one of Maleficent's old forts on the slim hope that she survived. However, Pete was in no way prepared for what he would find: Diablo.

Frollo inducted Jafar as his new Second in Command while McLeach returned with news of Rokoff's death but Sauron's defeat.

Mozenrath and Yzma met up with Ayam Aghoul who had found a way to cheat Maleficent's banishing spell by sending his living shadow to the land of the living in his stead.

Medusa, furious with Smythe's failure, had Doc Ock turn Smythe into the Ultimate Slayer.

Mysterio recruited Avalanche, promising to help him conquer Hades and Chernabog to free himself of darkness.

Hades got settled into his new lair while Zurg arrived with an alliance in mind.

The Huntsman teamed up with the Quarrymen.

Baron Zemo broke Chameleon out of a Latverian prison.

The Evil Queen and Cruella arrived at Narissa's old palace and used her magic well to travel to another dimension: the live action universe.

Part Three
With Maleficent's empire having fallen, New Salem had descended into anarchy and Mesmero managed to escape the New Salem prison. Jafar caught word of this and decided to deal with his former opponent. However, Jafar didn't personally wish to dirty his own hands so he used his magic to enhance Abis Mal for this fight, turning him into a giant. Abis Mal fired beams from his eyes, knocking Mesmero down. Mesmero retaliated with a magic blast that set Abis Mal's shoe on fire, distracting him long enough for Mesmero to release a magical maelstrom, destroying him.

Ultron, who was masquerading as Xanatos, had taken notice of Mr. Sinister's operations and viewed them as a threat. To attend to this matter, Ultron deployed the Pack to Egypt. To combat their effort, Sinister matched the Pack against his own team: the Marauders. Coyote blasted several Arclight and Blockbuster down but Harpoon threw an electrified spear at him, immobilizing Coyote. However, Coyote recovered and shot down Harpoon that hit him. As Harpoon recovered, Wolf came up and punched him in the face, knocking him out. Blockbuster tried charging but Hyena blasted him into Vertigo with a laser. Jackal charged at the remaining Marauders but Arclight knocked him down with an energy ball. Wolf tried to help but Arclight repelled him as well. Blockbuster and Vertigo recovered and reduced Coyote to aged scrap as he tried to attack. Then Arclight turned Hyena and Wolf into infants, ending the battle as Ultron watched in disappointment.

Hoping to take control of his "father's" stolen territory, NOS-4-A2 infiltrated the Skrull headquarters. The Skrull Emperor, hoping to keep his own hands clean, sent the Super Skrull to deal with the energy vampire. The Super Skrull took flight after NOS and fired a fire blast at the vampire who dodged it. NOS then stopped to absorb some electricity and started firing electrified beams at the Skrull. He then used his powers to re energize robots to serve him. The Skrull forces retreated and NOS knocked Super Skrull into space.

The Ringmaster had brought his criminal operations to Paris and had brought along the Swordsman for enforcement. Frollo, seeking to put an end to this, recruited Paris's two most infamous thieves, Sarousch and Sa'Luk, and offered them an official pardon if they did away with the Ringmaster. The Ringmaster brought in a truck mounted machine gun but Sarousch used his powers to make the machine gun vanish. The Swordmaster fired beams from his sword at Sa'Luk's goons, sending them running. Sa'Luk then punched the Swordmaster in the face and finished him off with a swipe from his knuckle blades. The Ringmaster used his hat to hypnotize a giant snake to do his will. But Sarousch used his powers to nullify the Ringmaster's control and hypnotized the snake himself, commanding it to eat the Ringmaster whole.

Having survived his helicopter crash in part 1, the Kingpin had been in hiding from Medusa. Wanting to build up an army to overthrow Medusa, the Kingpin traveled to the CGI universe. This caught Syndrome's attention and the wannabe superhero sent out his head of research, Xemnas, a man well versed in both science and sorcery. Xemnas arrived and managed to take down a couple of his thugs. However, Xemnas wasted time monologuing and tying Kingpin up rather than killing him. Due to this massive tactical oversight, Kingpin shot Xemnas in the chest, killing the Nobody instantly.

Hearing that Drakken had created an army of deadly robots, Doctor Octopus sent out the new and improved Smythe to deal with the supervillains. Smythe arrives at Drakken's lair and trashed the robots. Hpowever, as Smythe turned his attention to Drakken, Shego took out a laser cannon and fired it at the cyborg, the blast dumping debris on Smythe. She then fired at a reactor, spilling corrosive acid over everything. The distraction allowed Drakken and Shego to escape. Smythe then left the lab before it was destroyed.