Disney Heroes vs. Villains

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

Number of Rounds so far: 11

Round 1

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


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


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


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


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

Round 2

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


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


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


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


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


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


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


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

Round 3

 * The League of Extraordinary Gentlemice vs Lucifer
 * Simba vs McLeach
 * Ariel vs Captain Hook and Monstro
 * The Lost Boys vs Frollo's Forces
 * Tarzan vs Kaa (guest starring Hista only as Camemo)
 * Taran vs Sykes
 * Donald and Goofy vs Shan-Yu

Round 4

 * The Forces of Merlin vs The Forces of Maleficent


 * Gantu vs Jim Hawkins


 * Esmerelda vs Dr. Facilier


 * Genie vs Ursula & Morgana


 * Jafar & Abis Mal vs Mulan


 * Battle For the Native Land


 * Forte vs Quasimodo

Round 5

 * Buzz Lightyear vs Long John Silver
 * Milo and Kida vs Lady Tremaine
 * Pocahontas vs Rourke
 * Timon and Pumbaa vs Alameda Slim
 * O'Malley and the Alley Cats vs Cruella DeVille
 * Hercules vs Yzma and her animals
 * Mulan and Beast vs Forte

Round 6

 * Kenai, Koda, and Bambi vs The Black Bear
 * Maggie, Grace, and Mrs. Calloway vs Zira
 * Peter Pan vs the Queen of Hearts, Captain Hook, and Prince John
 * Phoebus vs Shan-Yu
 * Robin Hood vs Pete
 * Zeus vs Erik Hellstrom
 * Pongo and Perdita vs Edgar
 * Stitch and the League of Gentlemice vs Ratigan
 * Simba vs Shere Khan

Round 7

 * Hercules vs Gaston
 * Lilo and Stitch vs Warp Darkmatter and Zurg
 * Prince Naveen vs Madame Medusa
 * Merlin vs Hades and Jafar
 * Beast vs Clayton
 * Aladdin vs the Sheriff of Nottingham
 * Kuzco and Pacha vs Shenzi, Banzai, and Ed
 * Pooh and Friends vs Brer Fox and Brer Bear

Round 8

 * Mad Hatter, March Hare, and Toad vs. Frollo
 * Tarzan and Mowgli vs. Zira and Clayton
 * Sarah Hawkins vs. Captain Hook
 * Peter and Jim vs. Abis Mal
 * Sir Ector and Kay vs. Prince John and Pete
 * The Disney Dogs vs. The Forces of Cruella (Part 1)
 * The King and Grand Duke vs. Queen of Hearts and Shan Yu
 * The Circus Show
 * The League of Extraordinary Gentlemice vs Lucifer (Re-Match)
 * The Disney Dogs vs. The Forces of Cruella (Part 2)
 * The Seven Dwarfs vs. The Horned King
 * Clopin vs. Amos Slade
 * Forces of Aladdin and Hercules vs. The Forces of The Evil Queen (guest starring Pooh, Piglet Tigger, Rabbit, Eeyore and Roo)

Round 9

 * Denahi vs. Shere Khan
 * Bambi and Tod vs. Alameda Slim and Amos Slade
 * Robin Hood and Taran vs. Sa'Luk
 * John Smith and Pocahontas vs. Captain Hook
 * Escape From the Horned King's Castle (guest starring Princess Kida)
 * Maurice vs. The Headless Horseman
 * Prince Eric vs. Marina Del Ray and Monstro
 * Peter Pan's Crew vs. Friends on the Other Side
 * The Forces of Buzz Lightyear vs. Hamsterviel and Ratigan
 * Donald and Goofy vs. Pain, Panic, Nessus, and Hydra
 * Tiana, Naveem, Kuzco and Pacha vs. The Witches of Morva

Round 10

 * Figaro & Cleo vs. Si & Am
 * Mickey Mouse vs. Ratigan (guest starring Tyrannosaurus Rex)
 * The Castle Inhabitants vs. Abis Mal
 * Jasmine & Shang vs. Madam Mim & Willie The Giant
 * The Battle Under The Sea (guest starring Milo's Crew)
 * The Spring Sprite vs. Hades
 * Stitch vs. McLeach
 * Pooh & Friends vs. Dr.Facilier (guest starring Jasmine)
 * Aladdin vs. Prince John
 * Hercules vs. Jafar
 * The Forces Of Bambi vs. The Forces Of Cruella

Round 11

 * Tarzan vs. Rourke
 * Timon & Pumbaa vs. Sabor
 * Peter vs. Lumpjaw vs. The Cheshire Cat
 * Pinocchio & Skippy vs. Jack-In-The-Box
 * The Forces Of Beast vs. The Forces Of Frollo
 * Panchio, Joes, and Pecos Bill vs. Alameda Slim's Posse
 * Forces of Hercules vs. Forces of the Horned King and Evil Queen (Part 1)
 * Simba and Nala vs. Ratcliffe
 * Team Human Again vs. Yzma and the Witches of Morva
 * Forces of Hercules vs. Forces of The Horned King and Evil Queen (Part 2)
 * Kerchak vs. Scar's Forces

Round 12

 * Beast vs Humbert the Huntsman
 * Pocahontas and John Smith vs Denahi
 * Buzz Lightyear vs Rourke
 * The Forces of Peter Pan vs the Forces of Zurg
 * Hercules vs Willie the Giant
 * The Forces of Beast vs Dr. Facilier
 * Simba vs Tarzan (Hero Battle)
 * Breakout of Prince John's Castle (Featuring Aladdin, Abu, Jasmine, Hercules, Peagusus, Phil, Mickey, Donald, Goofy, Pluto, Robin Hood, Little John, Maid Marian, Lady Kluck, Mr. Toad, Ratty, Moley, Pheobus, Esmeralda, Clopin, Taran, Eilonwy, Gurgi, Pooh, Piglet, Tigger, Rabbit, Eeyore, Roo, Yao, Ling, Chin-Po, Mad Hatter, March Hare, The King, The Grand Duke, Sir Ector, Sir Kay, Sarah Hawkins, Willie the Giant, Prince John, Sir Hiss, The Sheriff of Nottigham, Prince John's Army, Pete, The Beagle Boys, Queen of Hearts, and The Card Soldiers)
 * Escape From the Forbidden Mountains (Featuring Merlin, Fona, Fauna, Merryweather, Prince Phillip, Tiana, Naveen, Louis, Ray, Kuzco, Pacha, Cinderella, Maurice, Maleficent, Yzma, Odin, Madam Mim, The Witches of Morva, and The Headless Horseman)
 * Battle of the Circus (Featuring Lilo, Stitch, the Crows, Fagin, 101 Dalmatains, Oliver and Company,Lady, Tramp, The Alley Cats, O'Malley, Duchess, kittens, Basil, Dawson, Olivia, Bernard, Bianca, Toulouse, Jake, Orville, Jaq, Gus, Timothy, Dumbo, Figaro, Cleo, Peter, Sasha, Sonia, Ivan, Lost Boys, Wendy, John, Michael, Penny, Cody, Brer Rabbit, Bongo, Stromboli, Foulfellow, Gideon, The Coachman, Jack in the Box, Lumpjaw, Pink Elephants, Heffalumps and Woozles)
 * Seige on the Evil Queen's Castle (Featuring Quasimodo, Mulan, Mushu, Beast, Belle, Lumiere, Cogsworth, Mrs. Pots, Hugo, Victor, Laverne, the Seven Dwarfs, Shan Yu, Lady Tremaine, Anastasia, Drizella, and Ratigan)

Round 13

 * Prologue
 * Battle of Grimhilde's Castle (Part 1)
 * Battle of Planet Z
 * Prologue
 * Battle for the Native Land (The Ships Part 1)
 * Battle for the Native Land (The Shore)
 * Battle for the Native Land (The Ships Part 2)
 * Interlude
 * Battle of Grimhilde's Castle (Part 2)
 * Interlude
 * Prologue
 * Hercules vs. Eric Hellstrom (Guest Starring: Ymir, the Chaos Lord of Ice and Surt, the Chaos Lord of Fire)
 * THE BATTLE FOR THE FORCES OF NATURE
 * Part 1: The Chase
 * Part 2: Tarzan vs. The Hyenas
 * Part 3: The Ambush
 * Part 4: Copper Attacks
 * Part 5: Protect the Spring Sprite
 * Part 6: Bambi vs. Gaston (REMATCH)
 * Part 7: Reunion
 * Part 8: Defend the King
 * Part 9: Chesire Cat Returns
 * Part 10: The Heroes Converge
 * Part 11: The Firebird Arrives
 * Part 12: Simba and Tarzan vs. Scar and Shere Khan
 * Emotional Cutscene
 * Epilogue

Part One
After her very first defeat at the hands of Prince Phillip, Maleficent arrived in the Underworld where she struck a deal with Hades. The two would conquer all of the kingdoms of the world with the aid of other villains. Hades agreed to the deal and was sent by Maleficent to take over their first target.

Hades arrived in Agrabah and dethroned the Sultan. Aladdin attempted to stop the evil God of the Underworld. He ran towards Hades but Hades destroyed the balcony Aladdin was standing on with a fireball sending him falling. But the Genie saved him by transforming into a couch and breaking his fall. Jasmine then arrived with the Flying Carpet. All of them got on it and flew at Hades. But Hades blasted all of them off the Carpet and back down to the ground. Hades then started to destroy the landscape around them. The Genie then stretched himself out like a bridge so that the others could get to safety. As they departed, Hades claimed Agrabah for himself.

Upon the orders of the Evil Queen, Dr Facilier found the princess, Snow White in a field of flowers. But before he could take her, she ran away into a forest. The shadow man then used his voodoo magic to make the trees in the forest appear terrifying, frightening Snow White. He then conjured some bats and rustling leaves to chase her. Facilier continued to conjure up more terrifying imagery. Snow White was so overcome with fear that she fainted.

The circus was in town and Peter Pan was looking to catch a front row seat. Annoyed by this interruption, the Ringmaster attempted to throw him out. But when Frollo saw him flying, he automatically accused him of witchcraft and sent his guards out to arrest him.The Ringmaster attempted to whip Pan but he just flew out of the way. Pan then launched himself at a few of Frollo's guards, knocking them away. Pan then flew at the Ringmaster, making him trip and fall into a bucket of water. Frollo then had the circus men throw ropes around Pan and drag him down. As Pan was tied up and dragged away, Tinker Bell flew away to find help.

Sykes was going door to door looking for a special item requested by his newest acquaintance. Roscoe and Desoto were sent inside to search the place while coming across Lady, Jock, and Trusty who they threatened to drive away. But when they went too far in intimidating Lady, Tramp leaped in to face them. Tramp fought Roscoe and Desoto with both sides taking the upper hand at different points. However, the fight was ended when Sykes beeped his horn for the dogs to return. Roscoe and Desoto then departed with Sykes as Tramp comforted Lady.

Ratigan, looking to take over the mouse world set off to bump off any small heroes who may interfere in his grand scheme. His first targets were the members of the Rescue Aid Society, Bernard and Bianca with the hope of taking them out in the air. As Bernard and Bianca were flying on Orville's back, Ratigan and Fidget pursued them in their hot air balloon. Ratigan rammed into them, sending Orville falling out of the sky. But Evinrude quickly arrived and helped slow Orville's descent and get him back into a flying position. Angered by this, Ratigan moved to pursue them again. Ratigan then threw Fidget out and started peddling the balloon himself. He once again managed to ram into Orville but this time, he knocked Bernard and Bianca off. But as Ratigan soon discovered, he hadn't been paying attention to where he was going and crashed into Big Ben while Bernard and Bianca safely parachuted down.

Maleficent, ready to spread the news of her return attempted to take out the sorcerer Yen Sid, but when his apprentice, Mickey got in her way, a regular magic battle broke out. Mickey put on Yen Sid's magical hat for the battle. Maleficent fired a bolt of lightning at Mickey but Mickey caught it, turned it into a ball of energy and threw it back at Maleficent. Maleficent quickly put up a shield to protect herself but ended up flooding the room they were in. Maleficent then took advantage of the situation by controlling the water to thrash Mickey around and suck him down a whirlpool. At that moment, Yen Sid arrived and began to use his own magic to counter Maleficent's. But as he was charging up an attack, Maleficent blasted Yen Sid with a powerful blast. Whe the smoke from the blast cleared, all three combatants were gone and as Goofy and Minnie arrived, all they could find was Mickey's hat.

Part Two
Jafar took to the sea to recruit Ursula the sea witch into Maleficent's faction. She agreed on the condition that Jafar do a favor for her. Overthrow the king of Atlantica, Triton, for Ursula to take over. The sorcerer arrived in Atlantica and encountered the young mermaid princess Ariel. As Jafar began to threaten the princess, Triton arrived. Triton fired several blasts from his trident, seemingly vaporizing Jafar. But Jafar then revealed himself to be unfazed. Triton then fired another blast but Jafar just shrugged it off. As Triton realized just how powerful Jafar was, Jafar turned him into a sea polyp. As Ariel looked on in horror, Jafar departed. Ariel then swore revenge on Jafar.

While hanging out at a pub with his hunting friend McLeach, Gaston reminisced back to the day of his first kill. Though it sounded like a heroic story, he was totally blind to the underlined tragedy he caused. Bambi and his mom were out foraging for some grass when Gaston spotted them while hunting. Gaston then readied his bow and arrow but Bambi's mom heard him and she and Bambi ran just as he fired his arrow and missed. As the two deer continued to run, Gaston moved in closer and got out his shotgun. He then fired off several shots with his shotgun, killing Bambi's mom. As Bambi looked on in remorse as Gaston claimed his kill, the Great Prince of the Forest came and guided Bambi away. In the present, Gaston then admired all of his various hunting trophies.

The Queen of Hearts arrived in Prince John's castle with the intention of forging an alliance. At the same time however, Robin Hood and Little John showed up in disguise to rob from the prince again. But the Queen wasn't as transparent as the phony king of England. The Queen of Hearts quickly saw through their disguise and ordered her card soldiers to seize them. Robin Hood tried to fight them off but they managed to capture him, to Prince John's joy. But Little John fought the guards off and freed Robin Hood. Robin Hood, Little John and Maid Marian all started to run away as Lady Kluck beat the guards back. All four then managed to escape.

While he was out on other more important matters, Frollo sent Lady Tremaine to watch over Quasimodo. When she and her daughters Anastasia and Drizella got there, they were instantly repulsed by his face and began to taunt him. Quasimodo then became angry and grabbed a torch. He started waving the torch at the Tremaines and demanded that they get out. Lady Tremaine then left with her daughters and locked Quasimodo in his tower.

Scar began his conquest by seizing control of the whole jungle. But there were a few who didn't know of his rule, mainly Bagheera, Baloo, and the man cub Mowgli. As Shere Khan watched from afar, Scar's three main hyena henchmen: Shenzi, Banzai and Ed engaged the three. As the hyenas ran towards them, Bagheera slashed Shenzi across the face, angering her. As Baloo tried to run away with Mowgli, Scar cut them off. Baloo tried to fight Scar himself but Scar swiped him and knocked him to the ground. Scar then leaped at Mowgli but Mowgli knocked him to the ground with a stick. As Scar recovered, Mowgli, Baloo and Bagheera escaped as Scar and Shere Khan looked on in annoyance.

After taking care of business in Atlantica, Sultan Jafar (position given by Hades) sent Madam Mim to find Aladdin and also kidnap the princess Jasmine. But Aladdin was not willing to lose another battle, especially if Jasmine's life was at stake. Madam Mim first terrified the group by morphing her face into a hideous appearance. She then trapped Jasmine in a giant hourglass. As the sand started to bury Jasmine alive, Aladdin rushed to save her. But Mim morphed into a giant snake and wrapped Aladdin in her coils. At that moment, the Genie stepped in and dropped a rock on Mim's head. Aladdin then took advantage of the distraction to stab Mim with a sword, forcing her to release her grip. Mim then retreated down a hole but Aladdin and Genie were too late as they witnessed Jasmine die under the sand. Meanwhile, Mim returned to Jafar and presented him with Jasmine, having faked her death.

The Evil Queen searched for another princess for the villains to capture. The Magic Mirror pointed to Belle. But a certain Beast wouldn't let her take her away. However, the Queen knew a very cruel trick to force him to comply. The Evil Queen used magic to trick the Beast into believing that she was the Enchantress that turned him into a beast. The Queen then demanded that the Beast stand down or she would never turn him back to normal. The Beast reluctantly complied as the Evil Queen departed with Belle.

Hades decided to see how one of their villainous allies fared against his own nemesis. Captain Pete was sent to Greece to duke it out with Hercules. As Phil gave Hercules his sword, he knocked one of Pete's weasels over the head with it. More of Pete's Weasels shot arrows at him but Hercules blocked with his shield. Pete then stepped in and punched Hercules a distance away. Pete then held Hercules at sword point. But there was one little thing Pete didn't take into account. The addition of an extra player as Aladdin. Abu and the Genie were passing overhead on the Magic Carpet and saw Hercules in trouble. As Pete prepared to strike Hercules down with his sword, Aladdin swooped in on the Carpet and knocked out Pete's Weasel minions. As Aladdin and Abu disembarked, Pete ordered more of his Weasel minions to attack them as they threw spears at them. But Aladdin just back flipped Aladd, dodging them. Aladdin then pulled Pete's belt off, dropping his pants. As the Genie and Abu mocked him, Pete charged Aladdin with his sword but Aladdin tricked him into cutting the rope holding up a chandelier. The chandelier landed on Pete's weasels and picked him up while rolling and sent them out a window. Impressed by Aladdin's performance, Hercules decided to team up with him.

Maleficent along with most of her allies sent out her raven, Diablo to go forth and find out where other heroes were hiding.

Tinker Bell escaped back to Neverland and rounded up the Lost Boys to go and rescue Peter Pan.

The Beast fell into depression after being unable to stop the Evil Queen. The evil organ, Forte also kept him under control with his haunting music.

Frollo rallied up Stromboli, Foulfellow, Gideon and the Coachman to help him run the circus after the Ringmaster's failure.

Basil of Bakerstreet assembled the League of Extraordinary Gentlemice. A group of mice who all claimed to have had a close encounter with the nefarious Ratigan. Basil explained to them that this twisted rat was still at large.

Maleficent made her declaration to the world announcing the arrival of her evil forces. But along the way, other heroes already knew about her intentions and spread out to stop her forces.

Part Three
Before they could save Mickey from Maleficent's clutches, Donald and Goofy stopped by Merlin's cottage where he warned them of the dangers ahead and asked his friend the Fairy Godmother to conjure up a ride for them. Merlin wished the two the best of luck.

Basil deduced a possible hideout location of Ratigan to be at Lady Tremaine's manor. As they flew there to confront him, they needed to first sneak past the cat Jaq and Gus called Lucifer. But as they tried to sneak past, Lucifer spotted Gus and trapped him under a bowl. Jake rushed in to help Gus but was kept at bay by Lucifer's claws. Timothy Q then stepped in and baited Lucifer into pouncing which Jake the opportunity to kick kick a broom onto the cat's head. Roquefort tried to help but he tripped on a curtain. Basil then called Toby in, frightening Lucifer. As all of he mice boarded Toby, he chased Lucifer off. But they all looked on in dismay as Ratigan escaped in his blimp. The mice then departed on Orville.

Simba heard from Zazu that a strange intruder was coming towards the Pride Lands. When Simba went to investigate, he came face to face with the poacher, Percival C. McLeach who ha dcome to drive him out of his home. As Simba ordered the lionesses to charge, Joanna rushed towards them. But Pumbaa rammed into Joanna knocking her into a crate. As the lionesses charged McLeach, McLeach climbed into his vehicle and fired a net at the lionesses, trapping them. As Simba charged McLeach, McLeach fired a rocket at Simba, knocking him off a cliff. As McLeach laughed, Timon, Pumbaa and Nala carried the wounded Simba away.

While on the run after Triton's defeat, Ariel eavesdropped on Captain Hook and his pirates and overheard that they had ties with Jafar. Before she could learn more, she was spotted and needed to swim for her life. As Ariel swam away, Mr Smee tripped and dropped chum in the water which awoke the whale Monstro who was sleeping on the ocean floor. Monstro then spotted Ariel and swam after her, intending to eat her. As Ariel swam for her life, she was cut off by an electric eel, frightening Flounder. Ariel then found a way to elude death by swimming to the surface, luring Monstro up to Hook's ship and destroying it, leaving Hook and his crew in a life boat. Ariel then swam away.

Peter was about to be shipped to the Hall of Justice so that Frollo could lay down his sentence. However, Tinker Bell brought the Lost Boys just in time to create chaos. One of the Lost Boy's fired a stone at Frollo's horse with a slingshot, making it buck Frollo off. The Lost Boys then charged in and started attacking Frollo's men. Tinker Bell then dropped a stone on one of the soldier's heads. The Lost Boys then set Peter Pan free but were confronted by the Coacman, Foulfellow and Gideon. Tinker Bell tricked Gideon into hitting Foulfellow on the head and the Lost Boys knocked Foulfellow back. As Stromboli arrived, Peter Pan and Tinker Bell departed.

Shere Khan recruited Kaa to his alliance and gave him an order to find and kill the ape-man known as Tarzan. Kaa then found Jane and hypnotized her to use as bait for Tarzan. It worked as Tarzan kicked Kaa into a branch as he was about to eat Jane. Kaa continuously lunged at Tarzan but he dodged every time. Just as Kaa thought he had Tarzan cornered, he knocked a branch into Kaa's mouth. Annoyed, Kaa departed.

Somewhere else Taran and his friends set out to find the Black Cauldron, after Hen Wen revealed the location for the Black Caudron in New York. However, they discover that the Black Cauldron was found by the gangster criminal, Bill Sykes. When Sykes encounters the heroes, he calls upon his dogs, Roscoe and Desoto, to deal with them. With the dogs pursuing Fflewddur Fflam, Taran and Eilonwy make it out quickly to Syke's room, where they demanded to the gangster the Black Cauldron, that recently capture it for himself. But Sykes had an ace upon his sleeve as he summoned his client, the one who order the Black Cauldron, the Horned King. Taran attempts to seize the lich king, only for the Horned King disarming the boy's sword. The Horned King's guards then step in to capture the heroes and imprison them back to the Horned King's castle as Sykes was watching in pleasure.

On their road to save Mickey, Donald and Goofy were travelling through Shan Yu's territory. Things does no go well, when Shan Yu notices the heroes and he he calls upon his soldiers to destroy the coach. The warriors succeed as they pull out from the coach Donald and Goofy and then leave the magic coach, falling from a cliff to it's apparent destruction. Shan Yu then turns his intentions to the heroes. Even though that they understimated the Hun Warrior's skills, Donald and Goofy were about to learn that Shan Yu wasn't a quick match, as he slices off Donald's sword. Shan Yu then warns the heroes about not invading his territory again. Donald and Goofy then run away from the Huns as soon as they can.

By a request of Timothy, the League of Gentlemice stop by the circus of the Coachman, where they meet the depressed friend of Timothy, Dumbo. Timothy then explains that he and his mother had a good life until Frollo and his allies burst in Mrs. Jumbo home. While some of the troops of Frollo captures the young elephant, the remaint troops caged Mrs. Jumbo. Using her remaint power, Mrs. Jumbo throws a wooden pillar right at the judge, knocking him down. The Coachman then responds by hitting the elephant with his whip, injuring badly Mrs. Jumbo. With Mrs. Jumbo fell down, the troops of Frollo manage to tight the elephant and imprison it to a nearby cage. Timothy continues to tell the story, unknown to him that a background character that was observing the fight. And that character was their nemesis, Ratigan. Feeling sorry for the young elephant, the Gentlemice take him along the way on their quest to stop Ratigan and also free Dumbo's mother from her cage. At the same time Evinrude arrives with a message. Basil reads the message and assumes that Ratigan might be connected and ventures off for to his next mission, along with the Gentlemice and Dumbo.

Frollo stopped by the Hall of Justice where he informed Maleficent and her allies of his progress so far.

Shere Khan warned Kaa of the consequences that would befall him if he failed again.

Ariel was finally boxed in by a bunch of eels, but was rescued from certain death and turned into a human by the wizard Merlin who introduced her to his allies the Fairy Godmother, Flora, Fauna, Merryweather, and Prince Phillip.

Tarzan spotted Simba and warned him to back away (because he is a carnivore). With Simba living in the same jungle as Tarzan, the first hero rivalry was born.

The Horned King gathered a random assortment of villains and discussed what their next move should be.

Realizing that Shan-Yu was in China, Mulan ran away from home to fight him and his allies.

Realizing they may need help, Donald and Goofy met up with Hercules and joined him in their mission.

Merlin's group moved to his secret cottage where he thought they would be safe. Unfortunately, Diablo was watching them.

Part Four
Frollo returned to the Hall of Justice where many Disney characters were locked up in. He also recruited Captain Hook, Prince John, and the Queen of Hearts into his group (who were actually sent by Maleficent to keep an eye on him). Dr Facilier made a surprise visit to the Hall offering his service to the judge who sounded less than enthusiastic. But after hearing about how well he dealt with Snow White, he did give him an assignment.

Scar and Shere Khan moved into their new lair in Pride Rock which had been cleaned out by McLeach and his gang of hunters. They left the villainous cats to their plans and departed on their own goal.

Following the confrontation between Quasimido and Lady Tremaine, the hunchback left Notre Dame to check on his friends and see if they were okay.

Merlin and his allies discussed what to do about Maleficent and her growing armies. However, Ariel was not quite as positive as she was still upset about losing her father and being separated from her friends. The others assured that everything is alright. But that moment was soon to be ruined.

Diablo had found their hideout and alerted other villains to invade. Maleficent arrived with Yzma and the Horned King along with his allies, Lady Tremaine and Sykes. Merlin and his friends (excluding Ariel who was told to hide) prepared for battle. That was, until Maleficent revealed that his young protege, Arthur was in trouble. Merlin left believing the others could defend themselves. As the Fairy Godmother tried to make the first move, Maleficent instantly turned her to stone. Lady Tremaine then took up the Fairy Godmother's wand for herself. Maleficent's goons then jumped on Prince Phillip and started to tie him up. Flora, Fauna and Merryweather tried to help him but Yzma threw a potion at them which made them vanish into thin air. As Prince Phillip was completely tied up, Archimedes left to warn Merlin. Maleficent and her allies then left with Prince Phillip.

Up in space, a young Jim Hawkins was suddenly attacked by former space captain, Gantu under orders of a new boss. Doppler and Amelia also witnessed the aerial chase and tried to help out. As Jim flew away, Gantu managed to damage Jim's booster enough that it ceased to function. As Jim went down, he managed to reactivate the booster by grinding it against a wall. Amelia then shot a portion of Gantu's ship, forcing him to crash land while Jim got away.

By orders from Frollo, Dr Facilier was sent to retrieve Esmeralda during the Festival of Fools celebration. Frollo watched in the background and Quasimodo arrived after just leaving Notre Dame. As Facilier sent his Shadow Demons after her, Esmeralda disappeared using a parlor trick. As Facilier sent the Shadows after her, Esmeralda fled into the crowd. Facilier managed to catch up with her but she threw a plate at him, stunning Facilier long enough for Esmeralda to vanish in another parlor trick. Facilier then departed as Frollo looked on in anger.

After Jafar helped Ursula with a favor, now it was his turn to ask her for something. The sea witch along with her sister Morgana were sent to capture the Genie so that Jafar may have unlimited power. Morgana sent her pet manta rays after the Genie, but Genie used his magic to wrap the rays around a rock. Ursula then prepared a powerful spell that first burned Genie. Ursula then revealed that she possessed a certain crystal as she prepared to finish the spell. Genie tried to escape but Ursula used the spell to grab Genie and seal him within the crystal.

While Ursula was off doing her thing, Jafar decided to deal with any possible threats they might encounter. He and the bumbling thief, Abis Mal came across the Imperial Army lead by Shang. Mulan was also there having finally caught up with them and ready for battle. Abis Mal kicked Shang off of his horse and Jafar began to rain fire down on them from the sky, forcing the Army to fall back. Jafar then blew one of their carriages apart with a magic blast. Abis Mal then moved to engage Mulan with his sword but Mulan quickly bested him. Jafar then stepped in and took control of Shang's mind, hypnotizing him. Yao, Ling, and Chien-Po tried to help but Jafar scared them off with a demonstration of his power. Jafar then knocked Mulan to the ground, revealing her to be a woman. Jafar then left with Abis Mal and Shang in tow while the Imperial Army abandoned Mulan with Mushu.

Ratcliffe decided to make his move in the war with Rourke and Clayton (who was alternating between McLeach and Ratcliffe's sides). These soldiers reached the native land where Pocahontas and her indian tribe was located. At that same moment, Kenai and Koda watched as the soldiers invaded. A native man charged at Rourke but Rourke just shot him with a pistol. Clayton then cornered Koda and prepared to shoot him but Kenai charged at Clayton and knocked him to the ground. Kenai and Koda then ran off. Rourke's troops then traded gun and arrow fire with the natives. Clayton then shot and injured one of the natives. Rourke then triggered a massive explosion as the natives retreated. Pocahontas and her family could only watch as Ratcliffe claimed the native land.

After leaving Notre Dame, Quasimodo came across the Beast's castle and found Forte still hypnotizing the Beast with his somber melody. Eventually, the Beast grew tired and decided it was time to leave the castle and rescue Belle. But with the Beast gone, Forte would have to find a new tormented soul to play his music to. And unfortunately, all eyes were pointing to Quasimodo. Forte knocked Quaismodo to the ground with his music and then tied him to the ground. Forte then began to taunt Quasi as he prepared to begin his symphony.

Despite their victory against the Genie, Ursula and Morgana were upset because one of them accidentally dropped something.

Merlin returned to his cottage with Arthur and Archimedes to find it a wreck and Ariel was the only one left. Just when it seemed hope was lost, Merlin found the crystal that Ursula and Morgana dropped and freed the Genie who was trapped inside, thus adding a new ally to their group.

Frollo was furious over Dr Facilier's failure to catch Esmeralda and swore never to rely on magic ever again.

Gantu returned from his fight and confronted his boss, the evil Emperor Zurg.

Meanwhile, Scar and Shere Khan had a devious plot to escalate a rivalry between Simba and Tarzan.

Part Five
Jim Hawkins was at the Galactic Federation to let them know that their former captain, Gantu attacked him the other day. At the same time however, John Silver and his pirates arrived under mysterious orders to attack the space station. Buzz Lightyear confronted Silver and his pirates as they worked their way through the station and engaged in a battle with them. Buzz flew around, avoiding laser blasts, but once he landed, Silver blasted him with his arm cannon, knocking him down. But once Galactic Federation reinforcements arrived including Buzz's squad mates, Silver's pirates fled and Silver was captured.

With her newly acquired magic wand, Lady Tremaine decided to test it out by teleporting to the lost city of Atlantis and capturing another princess to impress the Horned King and his followers. As Lady Tremaine moved in to capture Kida, Milo tried to stop her. But Lady Tremaine blasted Milo with her wand, knocking him down. Lady Tremaine then used her magic to summon a large magical coffin. She then used her wand to turn Kida to crystal and then seal her inside of the coffin. Lady Tremaine then returned to the Horned King's castle to present her catch.

After taking over the Native Land, Ratcliffe sent Rourke to scour the landscape in search of any other "savages" who may have escaped. He came across the princess, Pocahontas and she ran away. Helga fired a flare after Pocahontas that set several trees on fire. Pocahontas got into a canoe and rowed over to a large tree which she climbed in as Rourke pursued her. As Rourke and his caravan closed in on Pocahontas, John Smith appeared and shot several large boulders down, burying Rourke and his crew alive. As Pocahontas thanked John Smith for saving her, Rourke sneaked away, having survived.

While Pumbaa was on yet another bug hunt, a certain yodeling cowboy was doing some hunting of his own. Rather than get his own hands dirty, Alameda Slim decided to send his henchmen to take out Timon and Pumbaa. As Slim's henchmen came after them, Timon and Pumbaa charged right into them, knocking them down. Pumbaa then kicked one of Slim's henchmen down. As Slim's pet bison came after them, Pumbaa charged into it and knocked it off a cliff. As Timon and Pumbaa taunted him, Slim left while Scar watched the whole event from afar.

Duchess and her kittens were kidnapped by the butler, Edgar. Now it was Thomas O'Malley to the rescue! But this wasn't alone. The wicked devil woman, Cruella DeVille was there to make sure everything went smooth sailing. O'Malley ambushed Edgar and pounced on him. O'Malley the closed the barn door and locked it. As Horace and Jasper closed in on the Alley Cats, they dropped a bale of hay on them. Cruella then ran after O'Malley swinging a pipe at him. As she cornered him, the Alley Cats pounced at Cruella knocking her back. As O'Malley tried to rescue Duchess, Edgar trapped him with Duchess in the chest. Horace and Jasper then fought off the Alley Cats as they retreated.

Yzma used her special potions to transform the Inca guards into a rogues gallery of vicious animals. Their target: Hercules. Sabor tackled Hercules, knocking him to the ground. The Black Bear then swiped Hercules and sent him flying into a rock. Ronno then tackled Pegasus and knocked him down. But as Ronno was about to stomp on Pegasus, Pegasus flew up into the air. As Hercules recovered, the Shark and the Wolf lunged at him but Hercules just pushed them aside. As the Wolf charged again, Hercules smashed his fists into a nearby cliff, sending rocks raining down onto the Shark, knocking it out. The Black Bear then tried to lunge at Hercules but Hercules shot it with an arrow, injuring it. Ronno then charged at Phil, knocking him a distance away. Phil ten charged right back at Ronno, knocking him off a cliff. As the wolf climbed into a tree, Pegasus flew into the branches and confronted it. Pegasus then knocked the Wolf out of the tree. Hercules then twisted his word and threw it at Sabor, knocking him out of the branches. Seeing this was going nowhere, Yzma and Kronk departed as the rest of the animals retreated.

During her travels, Mulan came across the Beast who was still on his way to save Belle. Mulan offered to help, that is until the Beast accidentally let out that he left a hunchback, Quasimodo to the evil piano organ, Forte. Feeling bad, Mulan wanted to go back and save him. But the Beast was too stubborn and wanted to save Belle instead. Mulan and Mushu arrived at the castle on their own. Forte then used his music to conjure up the image of a cupid. The cupid shot an arrow at Mushu, knocking him down. The babies then fired a cannon at Mushu, leaving him dazed, A blast of Forte's music cut into a pillar Mulan was hanging from, leaving her hanging for dear life. The Beast then burst in, having changed his mind. The cupids fired their arrows at him and Mushu but the Beast started chasing them. As Forte kept the Beast back with torrents of music, he cut part of the rope Mulan was hanging on to, leaving her literally hanging by a thread. Mulan climbed back up as the Beast grabbed Forte's keyboard and Mulan slashed it with a sword, destroying it. Quasimodo finally broke free, destroying the columns keeping Forte up and sending him crashing to the floor. As Quasimodo and the Beast made amends, the three joined up.

With a forest set ablaze, Pocahontas and John Smith decided to find friends to drive Ratcliffe and his forces out of their land. They met up with Denahi, another native who was currently on a quest to find and kill the bear who supposedly "killed his brother", and they teamed up.

Peter Pan and his friends overheard Robin Hood and Little John's plan to break into Frollo's prison and free some of their friends. Peter wanted to join in to get back at the judge for what he did to him.

Cruella and Madame Medusa received a surprise visit at their secret hideout, an old dog pound used to imprison any animal heroes. The Evil Queen gave them the offer of an alliance if their operation went south.

Pain and Panic informed Hades of five new recruits to Maleficent's side of evil: Zira, Sa'Luk, Marina Del Ray, Sarousch, and Erik Hellstrom were welcomed into the alliance.

With the loss of Genie and Jasmine as well as Herc's close encounter with Yzma, Aladdin decided that now as good a time as any to strike back against the villains.

Milo rounded up the Atlantean army and lead them up to the surface to rescue Kida.

The League of Extraordinary Gentlemice arrived at the home of Lilo Pelekai (who was the person who sent them the letter), and she asked for the Gentlemice's help to find her "dog" Stitch who was kidnapped. Basil traced the clues to where Stitch might be. And those clues might lead them to their most least favorite nemesis.

Maleficent gathered a mass assembling of villains far and wide to fill them in on the plan she had in store for the war against heroes. She revealed her plan was to release Chernabog unto the world.

Part Six
Robin Hood and Peter Pan were preparing to stick it to Frollo and his forces by planning a mass breakout from his jail. To cover more ground, Robin and Peter split up in two directions.

As John Silver contemplated his actions, the evil emperor Zurg broke him out saying that his job wasn't over yet. Their next destination: Earth!

The League of Extraordinary Gentlemice had sneaked into the sewers of Hawaii in search of Lilo's "dog" and his captor. Lilo, who had tagged along on the mission thought she saw Stitch being restrained in a large crib, but everyone was shocked to find that they had been duped as it was Fidget in the crib. Before anything could be done, everybody was ambushed by a certain sewer rat.

The black bear, which had been turned loose by Yzma was running amuck in a nearby forest. The monstrous animal immediately targeted Kenai and Koda, but the great prince of the forest, Bambi was also there. Kenai stood up to the bear and slashed it across the shoulder. Kenai then grabbed Koda and ran as the bear pursued them. As the bear caught up with the two, Bambi intervened and charged into the bear twice. The bear then knocked Bambi to the ground with a swipe. But Kenai and Koda used the distraction to run onto a log hanging over a cliff. As the two carefully crossed the log, the bear followed them onto it. The bear tried to swipr them but it mised and broke the log. Kenai and Koda managed to get to safety in time. But the bear wasn't so lucky as it fell to its death in the rapids below. As Kenai and Koda looked on, Bambi departed.

After watching Slim deal with Timon and Pumbaa, Scar offered to challenge his enemies to see how tough they were. In order to keep this trio of cows off his trail, Slim gladly accepted Scar's offer. But rather than deal with them himself, Scar sent out his newest and deadliest ally: Zira. Zira confronted the cows with her militia of lionesses. The cows tried to run at first but the lionesses cut them off. Maggie then decided to take the offensive and rammed into a lioness, knocking her down. As Maggie was about to take on Zira, a bolt of lightning struck a tree branch which fell and broke a dam, releasing a flood of water. Zira and her lionesses retreated to high ground but the cows were caught in the flood. But the cows managed to swim to safety as Zira looked on.

Beginning the prison break, Peter took on all three of Frollo's top generals at once while the Lost Boys helped the other prisoners escape. The Lost Boys started throwing paint cans on top of the Queen of Hearts's card soldiers. Captain Hook tried to sneak up on Pan and stab him with his hook, but Pan dodged leaving Hook's hook stuck in the pole. Prince John's soldiers tried to attack Pan but he threw a knife at them which pinned them to a wall. The Lost Boys then started to break the prisoners out. Tinker Bell then tackled the Queen of Hearts and knocked her to the ground. Peter Pan then left with the prisoners in tow.

Amid the chaos caused by Peter, Phoebus managed to break himself out of his cell and tried to rally the escaped prisoners into a revolt against Frollo. However, Shan Yu just happened to be on the scene and challenged the resistance leader. Phoebus knocked Shan Yu around until Shan Yu drew his sword. Shan Yu struck Phoebus and knocked him into a river below. But unbeknownst to anyone else, Esmeralda managed to save Phoebus.

While Peter Pan was working on causing chaos over in Frollo's prison, Robin Hood broke into Prince John's castle to break out his friends. What he didn't know was that the phony king of England had hired a new captain of the guard: Pete, as Pete ambushed Robin Hood while Little John was in the prison. As Little John broke out the prisoners, Pete ordered the guards after them while Robin Hood clashed blades with the Beagle Boys. They managed to knock him down but Robin Hood caught them while they were off guard and incapacitated them. As Pete's weasel henchmen chased the group, Little John sent barrels rolling after them. Robin Hood lowered the drawbridge but as they were escaping, they released that they had forgotten a small child. Robin Hood got the child but Pete closed the gate on him. Robin Hood slipped the child through the bars to Little John but he was forced into a corner by the weasels. Prince John's guards then forced Robin Hood into the moat. Robin Hood tried to swim away but he was downed by a hail of arrows.

Eager to see one of the new villain recruits at work, Hades sent Erik Hellstrom to Olympus to defeat Zeus in a match-up of the gods. Erik summoned the Chaos Lord of ice and then blasted the gates of Olympus down. Hephaestus tossed Zeus some lightning bolts and Zeus blasted the Chaos lord of ice's arm off but it reconstructed it. The rest of the gods charged into battle but Erik knocked them out of the fight by conjuring a tornado. Erik then summoned the Chaos Lord of fire and combined their attacks with his to imprison Zeus.

The two dalmatians, Pongo and Perdita had been using the Twilight Bark in an effort to find their lost puppies. A Great Dane informed them that Cruella was keeping them in a secret hideout, but nobody knew where it was. But then they found the butler, Edgar who was believed to be working with Cruella. They chased after Edgar as he was riding on his moped. But as Edagar was trying to lose the dalmatians, he woke up Napoleon and Lafayette who were sleeping. Edgar rode his moped through a channel, slowing Pongo and Perdita down as they waded through it. Edgar the managed to give the dalmatians the slip as he rod away. But Pongo and Perdita encountered Napoleon and Lafayette who told them where Cruella's secret hideout was. The two then rushed off to rescue their puppies.

The heroes awakened and found out that the whole thing was in fact a trap set up by Ratigan. Ratigan quickly threw Lilo inside of a cage. He also revealed that he had Lilo's "dog", Stitch, who he said was actually an alien. Before the League could figure out what he was talking about, Stitch broke out with the help of the other mice as Basil used a pistol to shoot off Stitch's restraints and destroy the machine holding him in place. Stitch threw avase at Ratigan but he ducked. Stitch then charged Ratigan, but Ratigan smacked him away. Ratigan then threatened to kill Lilo if anyone pursued. But Bianca distracted him long enough for Stitch to throw something else at Ratigan allowing Lilo to get back to the group. But as the mice attacked Ratigan and his forces, Ratigan beat a hasty retreat.

Shere Khan paid Simba a visit and warned him of the "danger" that Tarzan posed.

The League of Extraordinary Gentlemice flew off on their way while Lilo and Stitch wished them luck on their mission.

Zurg and his allies prepared to land on Earth.

Ratigan, who was frustrated with his defeat got a surprise visit from the villain who issued Stitch's capture: Doctor Hamsterviel.

Upon Prince John's request, Robin Hood was shipped off to the Horned King's dungeon believing he could come up with a more harsh punishment.

Jim Hawkins had also run away to Earth clearly upset about the incident with John Silver, when he was suddenly joined by Peter Pan and his newest friend, Alice. And the three formed a team.

With Robin Hood gone, his friends had almost lost hope. Until Esmeralda brought an injured Phoebus to their hideout and the escaped prisoners, who were moved by Phoebus's speech during the breakout elected him their new leader.

Impressed by how quickly Shan-Yu disposed of Phoebus, Frollo welcomed him into his alliance. What he didn't know is that he was already in an alliance with a certain evil queen: Grimhilde.

Pongo and Perdita found the DeVille mansion abandoned, but they did find a team of all the dogs who had answered the Twilight Bark as well as a few cats. It was agreed that they join forces to save the puppies.

In the forest, Bambi stopped by a lake for a drink of water, but became surprised when he saw the willow suddenly come to life. And using her enchanted magic, she awakened a powerful spirit for the great prince to look after: the Spring Sprite.

Part Seven
The Evil Queen met with the Horned King in the hopes of merging alliances. But when he and his allies turned down the offer, the Queen left vowing revenge.\

Hades met up with Jafar with orders from Maleficent to go on a mission together. But the two weren't exactly on favorable terms.

The Queen returned to her castle as her allies finally suggested going to war. To find a susceptible target, Facilier disguised Lawrence as Prince Naveen in order to find a group of heroes and join them.

Merlin foresaw two powerful villains coming his way and ran off to deal with them. Ariel, Genie, and Arthur wanted to help, but Merlin protested against it since they were all prime targets of Maleficent's forces, much to their frustration.

After the Evil Queen left his castle, the Horned King considered going to war against her forces after insulting him in his own castle.

As Jafar showed his excitement over attaining revenge, an irritated Hades told him to wait until after their mission was complete.

Gaston, who was chilling it out in town saw a girl named Megara and tried flirting with her. However, she only came for Hercules (who was looking for new allies in his alliance) to which Gaston challenged him to a battle of brawn. Gaston punched Hercules and sent him reeling. As Phil yelled at him to use his head, Hercules charged right into Gaston head first, knocking him into a puddle of mud. As everyone laughed at Gaston, Hercules left with Meg. Humiliated, Gaston angrily departed.

Zurg began his invasion of Hawaii, terrorizing the civilians with his number one guy, Agent Z (also known as Warp Darkmatter). Warp went after Lilo and blew up the house she was hiding in. As Warp closed in on her, Stitch rushed to rescue Lilo. Zurg blasted Stitch with his eye beams but Stitch shrugged it off. Warp fired his arm cannon at Stitch but Stitch caught the blast and threw it back at Warp, knocking him into a light fixture. Zurg's Hornets then fired at Stitch but Stotch caught their blasts and threw them at Warp, sending him reeling. Zurg then shot a net gun at Lilo and Stitch, capturing them both.

Madam Medusa captured the frog girl, Tiana and prepared to have her delivered to Maleficent. But Naveen and his friends Louis and Ray finally caught up to her in her bayou hideout and wasted no time pulling off a rescue mission. As Medusa's alligators caught their scent, Naveen revealed himself and Medusa stood on a chair out of fear. Snoops tried to whack Naveen with a broom but Naveen dodged each hit and Snoops accidentally destroyed Medusa's chair. Medusa threw a frying pan at Naveen which he dodged but Snoops managed to hit him with a book. Medusa then took out her rifle and shot Louis in the tail. Ray then charged right into Medusa, knocking her down. Naveen then set Tiana lose and they escaped much to Medusa's fury.

Still irritated about Merlin leaving them behind, Ariel, Genie and Arthur stayed at his hideout wondering what to do next. Archimedes, who was about to leave to make sure the wizard was okay, requested that one of them come with him to check on the fight. Arthur was chosen and flew with the owl to watch the wizard's duel. Hades levitated a weight and threw it at Merlin. But Merlin simply teleported away and fired a blast of magic at Hades, freezing him. Jafar then fired a blast of his own, messing up Merlin's beard. Merlin turned into goat but Hades broke free and started shooting fire everywhere forcing Merlin back. Merlin then turned into a mouse to go underground. But Hades knocked him out of the ground with a blast of fire. Jafar then sealed Merlin in a lamp as the others looked on.

McLeach heard about a Beast wandering around the land and sent Clayton to hunt him down. His travels took him to the Horned King's territory where Beast, Mulan, and Quasimodo were just passing through. Clayton revealed himself to the group and the Beast charged Clayton and started to struggle with him on the ground. But Clayton managed to kick the Beast away During the fight, Clayton called his other boss, Ratcliffe for backup who arrived with cannons in tow. As the groups engaged each other, Clayton shot the Beast, knocking him down. But at that moment, McLeach arrived and both he and Ratcliffe realized that Clayton had been working for the other behind each other's back. As the two angrily confronted Clayton, the heroes escaped.

While on patrol in Nottingham, the Sheriff himself came across Aladdin who was there searching for other heroes to join his team. The Sheriff sent his men out to arrest this former outlaw, while Esmeralda watched Aladdin elude the guards. The Sheriff attacked Aladdin with his sword but Aladdin dodged all the strikes. As a group of guards chased after Aladdin, he knocked down a stack of barrels which scattered the guards. As Aladdin evaded the Sheriff and his guards, Esmeralda approached him to say how he impressed her. The two then departed.

Scar learned that a llama and a human had wandered into his jungle and sent his hyenas to dispatch them. Shenzi, Banzai and Ed located the llama, Kuzco and chased after him. They soon cornered him at the edge of a cliff but then the human, Pacha, came swinging in on a vine to rescue Kuzco. He tried to knock the hyenas over as he swung in but they dodged him. Pacha then swung in again and grabbed Kuzco but he accidentally swung into a log tying the two to it. Shenzi then moved over to the log and broke it, sending the two falling into a ravine.

Prince John was looking for new prisoners to fill his jail after Robin Hood busted them all out. The phony king met with a shady fox named Brer Fox who promised to find him some fresh meat to lock up. The location: the Hundred Acre Wood. Brer Fox arrived in the woods with Brer Bear and they started to chase Pooh and his friends. The two eventually caught up with Pooh and his friends but Pooh then came up to the two and offered them some honey. Brer Bear was tempted by the honey offer while Brer Fox became absolutely flabbergasted and started to argue with Brer Bear. While the two were distracted, Tigger threw Piglet up into a tree where he knocked a bee hive right onto Brer Fox's head. Brer Fox pulled the bee hive off and threw it at Brer Bear but the bees still attacked him. The two ran away with the bees in pursuit while Pooh and his friends watched.

Jafar and Hades deliver the lamp containing Merlin to Maleficent while all of their allies are anxious to go to war again.

Arthur and Archimedes tell Ariel and Genie what happened during the fight. Knowing that everyone is looking for them, the group to look for a new hiding place...under the sea.

McLeach and Ratcliffe punish Clayton for playing both teams behind their backs, but also decide to merge teams as well.

A group of crows spot Jiminy Cricket looking for Pinocchio after escaping from Frollo's jail. Jiminy finds the puppet boy being whisked away to a circus where they follow him.

Buzz Lightyear and his friends land on Earth and prepare to take down Zurg.

Kuzco and Pacha meet up with Tiana and Naveen and team up to find a way to change them human again.

Aladdin and Hercules meet up again having gathered enough allies to prepare for a big battle. But one of those new allies has plans to start a big battle as well...

Part Eight
Grandmother Willow, Mama Odie, and Rafiki tell Bambi and his friends about Maleficent and the eventual release of an evil spirit known as the Firebird. To try and prevent this, Grandmother Willow shows images of people who need help in the hopes that they may be of help to defeating Maleficent.

Winnie the Pooh and friends find out that Christopher Robin is missing, and they go off on an adventure to find him.

With Pongo and the other dogs out to rescue their puppies, the Alley Cats along with new recruits Sergeant Tibbs and Colonel are ready to follow them in the hopes of rescuing O'Malley, Duchess, and the kittens.

Mama Odie finds the seven dwarves and tells them where Snow White has been taken to, as well as how to get there.

Pinnochio and a bunch of other kids enter a circus being run by the Coachman for a fun time. Jiminy Cricket on the other hand wants to find Pinnochio and get him out of there. And the crows who followed him are of no help to him at all. Jiminy might want to find the puppet boy quick, because this circus has a very dark secret in store for the children.

Frollo had sent his minions to find the Court of Miracles making them search high and low for its location. Frollo began his search by crashing the un-birthday party of the Mad Hatter, the March Hare and Mr. Toad. Frollo's men trashed the place and dragged Mr. Toad away. Frollo himself arrived to capture the remaining two as they cowered in fear.

McLeach and Ratcliffe still wanted to punish Clayton for duping them both. Luckily, they got their chance when Yzma happened to drop by and Zira was planning another attempt to get Simba and Tarzan at each other's throats. The plan was to make Tarzan believe Simba called an attack on his gorilla family. Yzma used one of her potions to make Clayton look like Simba. With Ratcliffe and McLeach satisfied, Clayton and Zira set out. Clayton and Zira arrived at the gorillas's home with Zira's lioness militia. Thinking fast, Mowgli knocked embers into Clayton's face, stunning him. As Zira pursued Mowgli, Tarzan jumped in to face Clayton. As Bagheera tried to protect Mowgli, Zira swiped him to the side. As Clayton tried to join the fray, Baloo pushed him away. The group mobilized and Zira and Clayton realized they couldn't win so they departed. But they had done their job in creating tension between Tarzan and Simba.

Hook traveled to another world and kidnapped Jim's mother Sarah at her Inn.

Believing there was a crashed space ship near the Forbidden Mountains, Jim and Peter set out to find it and make it fly for easier transportation. The bad news: it was guarded by one of Maleficent's goons. The good news: it was only Abis Mal. Peter flew up high and started taunting Abis Mal. As Abis Mal's goons tried to attack him, Peter flew circles around them. While the goons were distracted, Jim threw a spinning object at them, bowling them over. Peter then threw a knife at Abis Mal but Abis Mal, ducked with only part of his hat getting torn. Jim then shot at Abis Mal with his blaster pistol with Abis Mal jumping around to avoid them. Peter then catapaulted himself off of a net, knocking Abis Mal off the ship and into the water. Jim and Peter then claimed the ship and departed with it.

Prince John brought Pete to conquer another kingdom in his name. As Prince John's soldiers attacked, Sir Ector and Kay rode in to defend it. As Kay rode in on his horse, Pete knocked Kay off his horse with a well timed strike from his sword. Kay was knocked into a castle building so hard it crumbled. Prince John then claimed the kingdom for himself.

It was time for Pongo and Perdita to free their puppies from Cruella's grasp. They and their allies busted into Cruella's hideout during a celebration. Edgar, Brutus and Nero engaged the dogs as Madam Medusa fired potshots at them with her rifle. During the confusion, Sergeant Tibbs set the puppies and the cats free. Madam Medusa knocked Pongo into a wall with her cane as he got close to her. Edgar closed in o him and tried to stab him with a pitch fork but Pongo ran between his legs and bit him on the buttocks. As Sergeant Tibbs tried to sneak away with the puppies, Medusa spotted them and shot at them. She then shot at Pluto when he tried to help. In the midst of the fight, Jasper threw a bottle at a window, breaking it. Cruella then knocked Dodger to the ground. As Cruella and her forces closed in on the animals, Fagin crashed in on his cart, knocking Cruella down. Sergeant Tibbs and the Colonel led the puppies away while the other animals escaped with Fagin in the confusion.

The Queen of Hearts barged into another castle with Shan-Yu by her side looking to conquer it for her own. The Queen's card soldiers overwhelmed the King's guards and captured the King and the Grand Duke, conquering the kingdom for her own.

Pinocchio and the other kids at the circus were ready to enjoy a magic show by the great Sarousch. At first it seemed like a fun show. But while the kids were enjoying this performance, they were all unaware of what was really happening until it was too late as some of the children turned into donkeys. Luckily, Jiminy arrived just in time yo help Pinocchio escape. Meanwhile, Frollo looked over all the prisoners from the conquests that were made and had them locked up.

The villains running the circus hold all the captured kids prisoner and look to turning them all into donkeys and be sold for slave labor.

Mowgli learns more about Simba from Tarzan and why he thinks he is such a threat. Mowgli runs off to find the lion and teach him a lesson.

Shan-Yu leaves Frollo's faction for a while to go on another mission leaving Frollo suspicious.

Chernabog confronts Maleficent and Hades demanding to know when he can enter the battlefield and spread his evil around. Maleficent assures him that the time is near.

Following clues left by Ratigan, the League of Extraordinary Gentlemice entered the Horned King's castle believing he might be there. However, it turned out to be a trap leading into another encounter with Lucifer. Except this time, he had friends in the form of Felicia and Pom Pom. Pom Pom leaped at Dumbo, stunning him while Lucifer knocked Basil down with a stamp of his paw. As Lucifer and Pom Pom closed in on the mice, Jaq threw a button at Lucifer's nose, angering him. As all the cats closed in, Basil brought in Toby who chased Felicia away. Jaq and Gus set Lucifer' tail in fire, sending him into a panic. Felicia managed to reach a ledge, putting her out of reach of Toby. But as she hopped down, she realized another dog was there. The dog then tore Felicia apart. As Lucifer became, angered Lady Tremaine arrived. As Lucifer looked on with sadistic glee, Lady Tremaine cast a spell with her wand, sending the mice to an unknown location.

Cruella may have been down, but she was not out. She and her allies set out in their vehicles and chased down Fagin and his dogs hellbent on getting the puppies back. With Cruella, Madam Medusa and Edgar hot on his tail, Fagin moved into the subway to lose them but they followed them. As Edgar came out of the subway to follow them, he was attacked by Napoleon and Lafayette who had noticed the commotion and decided to help. Napoleon and Lafayette managed to kick Edgar out of his vehicle and drove it themselves. But they soon ran into Medusa and they broke the two section of Edgar's vehicle in half in their attempts to avoid her while Medusa crashed into a pit while she was distracted. Edgar managed to get back onto the still drive able part of his vehicle and rejoined the chase. Cruella, sick of playing games had Horace and Jasper take over driving the vehicle while she climbed onto the lid of her car. Jasper rammed the car into Fagin's cart, allowing Cruella to grab a puppy. Oliver then jumped onto Cruella and bit her. Cruella then threw Oliver off of her but Dodger managed to catch him. Seeing a train coming, Fagin managed to drive up onto the railing of the bridge. But Cruella and her forces were not so lucky as they were tossed from the bridge by the train. All the while, Napoleon and Lafayette looked on.

The Seven Dwarves followed Mama Odie's advice and headed off to the Evil Queen's castle. However, the fastest way to get there was through another castle ruled by the Horned King. As they tried to sneak through, the Horned King's men spotted them and chased after them. Creeper tried to attack the Dwarves but was promptly sent packing in a barrel. Mushu arrived and watched the fight. As the Dwarves continued to fight the Horned King's men, they were overwhelmed and sent tumbling down a staircase. But at that moment, the Beast arrived and scared the Horned King's men off. As the Dwarves tried to press their advantage, the Horned King used the Black Cauldron to send them flying back with a gust of wind. As the Beast departed, the Dwarves left with him and Mushu. The Horned King then strangled Creeper for failing to stop them.