Disney vs. Non-Disney Villains

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

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

Rounds (1st Series)
Round 1: Round 2: Round 3: Round 4: Round 5 (CGI Villains Round): Round 6: Homemade Submission Round: Round 7: Round 8: Round 9: Round 10: Round 11: Round 12: Round 13: Round 14:
 * 1) Hades vs. Hexxus
 * 2) Frollo vs. Rothbart
 * 3) The Horned King vs. Rameses
 * 4) Ratigan vs. Jenner
 * 5) Doctor Facilier vs. Mok
 * 6) Ursula vs. Messina
 * 1) Rasputin vs. Queen Grimhilde
 * 2) Sykes vs. Carface
 * 3) Prince Froglip vs. Prince John
 * 4) Drake vs. Gaston
 * 5) Ludmilla vs. Maleficent
 * 1) Jafar vs. Zigzag
 * 2) Scar vs. Scar Snout
 * 3) Roscoe and Desoto vs. Cat R. Waul
 * 4) Shan-Yu vs. Snow Queen
 * 5) Tzekal Khan vs. Clayton and McLeach
 * 1) Ratcliffe vs. Tzekel Khan
 * 2) Prince John vs. Warren T. Rat
 * 3) Maleficent vs. Sharptooth and Mok
 * 4) Thrax vs. Scroop
 * 5) Chernabog vs. The Nightmare King
 * 1) Oogie Boogie vs. Other Mother
 * 2) Syndrome vs. Malthazar
 * 3) AUTO vs. Madame Gasket
 * 4) Hopper vs. General Mandible
 * 5) Emperor Zurg vs. Galaxhar
 * 1) Doctor Facilier vs. The Grand Duke of Owls
 * 2) Alameda Slim vs. Professor Screweyes
 * 3) Jafar vs. Clavious
 * 4) Ratigan vs. Warren T. Rat
 * 5) Zurg vs. Zygon
 * 6) Oogie Boogie vs. Lord Barkis Bittern
 * 1) Lady Tremaine vs. Miss Lenoir
 * 2) Merlock vs. Malice
 * 3) Dr. Greed vs. Forte
 * 4) Lotso vs. Zeebad
 * 5) Morgana vs. The Spirit of the Book
 * 6) Gantu vs. Megatron
 * 1) Mad Madam Mim vs. Messina
 * 2) Nuka vs. Red
 * 3) Cruella DeVille vs. Aunt Figg
 * 4) Chernabog vs. Rasputin and Rothbart
 * 5) Wise Guy vs. Holli Would
 * 1) Saluk vs. Ruber
 * 2) Carface vs. Madam Medusa
 * 3) Shere Khan vs. Claudandus
 * 4) Yzma vs. Zelda
 * 5) Doctor Facilier vs. Puppetino
 * 6) Cat R. Waul vs. Edgar
 * 7) Mother Gothel vs. Malthazar
 * 1) Rourke and Captain Hook vs. Black Wolf
 * 2) Warp Darkmatter vs. Thrax
 * 3) The Queen of Hearts vs. Darla Dimple
 * 4) Kent Mansley vs. Lady Tremaine
 * 5) Lucifer vs. The Mouse King
 * 6) Merlock vs. Nekron
 * 7) Hades vs. The Emperor of Night
 * 1) Pete vs. El Supremo
 * 2) Scar vs. Steele
 * 3) Captain Hook vs. King Haggard
 * 4) Zira and The Horned King vs. Red
 * 5) Pain and Panic vs. Hotep and Huy
 * 6) Doctor Facilier vs. Thrax
 * 7) Hexxus vs. The Firebird
 * 1) Gaston vs. Tyler
 * 2) The Forces of Ruber vs. The Forces of The Horned King
 * 3) Frollo and Ratcliffe vs. Nekron
 * 4) Ratigan vs. Martin Brisby
 * 5) Yzma vs. Zigzag
 * 6) Emperor Zurg vs. Professor Screweyes
 * 7) Jafar vs. Mok
 * 1) Prologue
 * 2) Edgar vs. Max
 * 3) Pete vs. Darla Dimple
 * 4) Gang War!
 * 5) Carface vs. Cruella
 * 6) Madam Medusa vs. Cat R. Waul
 * 7) Gantu vs. Preed
 * 8) Kaa vs. General Woundwort
 * 9) Yzma vs. Gnorga
 * 1) The Battle of France: Part 1 (featuring Ruber, Frollo, Rasputin, Zigzag, Kent Mansley, Tyler, Shan-Yu, El Supremo, Ratcliffe, Yzma, and Kronk)
 * 2) The Battle of Egypt (featuring Rothbart, Rameses, Maleficent, Lady Tremaine, Lucifer, and Diablo
 * 3) Battle of the Ocean (featuring Eris, The Kraken, and Captain Hook
 * 4) The Battle of Space (featuring Emperor Zurg, Gantu, Warp Darkmatter, and The Drej Queen
 * 5) The Battle of France: Part 2 (featuring Hades, The Hydra, The Griffin, Sharptooth, Abis Mal, Jafar, Rourke, Helga, and Messina)
 * 1) Hades and The Titans vs. Eris and her Titans
 * 2) Maleficent vs. Rothbart
 * 3) Frollo vs. Ruber
 * 4) Ratigan vs. The Mouse King
 * 5) Ursula vs. Morgana vs. Messina
 * 6) Captain Hook vs. Holli Wood
 * 7) Jafar vs. Rasputin
 * 8) Doctor Facilier vs. Mok

Rounds (2nd Series)
Round 1: Round 2: Round 3:
 * 1) Shan Yu vs. King One Eye
 * 2) The Witches of Morva vs. Ruber
 * 3) Pete vs. Lord Malice and The Wizard of Wonderland
 * 4) Ursula vs. Merman
 * 5) The Huntsman and The Huntsgirl vs. The Formless Minions
 * 6) Doctor Drakken vs. Mojo Jojo
 * 7) Long John Silver vs. Eris
 * 1) Major Bludd and The Baroness vs. Madam Medusa
 * 2) Stormella vs. Mozenrath
 * 3) Skeletor vs. Demona
 * 4) Azula vs. Shego
 * 5) Joe the Fish vs. Marina Del Ray
 * 6) The Baroness vs. Cruella DeVille
 * 7) Tzekel Kahn vs. Amos Slade
 * 1) Anastasia vs. Rameses
 * 2) Sarousch vs. Valmont
 * 3) Doctor Sevarius vs. Baxter Stockman
 * 4) Odin vs. The Snow Queen
 * 5) MacBeth vs. Destro
 * 6) The Fearsome Five vs. The Gangreen Gang
 * 7) The Schlepper Brothers vs. The Beagle Boys

Round 4: Round 5: Round 6: Round 7: Round 8:
 * 1) Demona vs. Cobra Commander & The Baroness
 * 2) Sa'Luk vs. Hun
 * 3) Eli Pandarus vs. Daolon Wong
 * 4) Black Bear vs. Darkheart
 * 5) Norton Nimnul vs. Doctor Robotnik
 * 6) Mojo Jojo vs. Chang
 * 7) The Huntsman vs. The Skeleton King
 * 8) Nessus vs. Aku
 * 1) The Quarrymen vs. Galvatron
 * 2) Xanatos vs. Vlad Plasmius
 * 3) McLeach vs. Major Bludd
 * 4) DNAmy vs. Doctor Mindbender
 * 5) Coyote vs. Technus
 * 6) Queen Narissa vs. Valmont
 * 7) The Battle of Atlantica (featuring Ursula, Evil Manta, Marina Del Ray, Skeletor, Evil Lyn, Merman, Beast Man, Tri-Klops, Trap Jaw, Clawful, and Whiplash)
 * 8) The Evil Queen vs. Rameses
 * 1) Ratcliffe vs. Admiral Zhao
 * 2) Horace and Jasper vs. Hak Foo
 * 3) Negaduck vs. Him
 * 4) Senor Senior Senior and Senor Senior Junior vs. Fuzzy Lumpkins
 * 5) Warp Darkmatter vs. Lugnut and Blitzwing
 * 6) Duff Killigan vs. Walker
 * 7) Xanatos vs. The Shredder
 * 8) Mozenrath vs. Devimon
 * 9) Scar vs. Mumm-Ra
 * 1) Cruella vs. Freddy
 * 2) Sark vs. Gideon Graves
 * 3) Morgana vs. Bavmorda
 * 4) Davy Jones vs. Goro
 * 5) Judge Doom vs. Count Olaf
 * 6) Maxim Horvath vs. Malachite
 * 7) The Battle of Oz (featuring The Wicked Witch of the West, Princess Mombi, and The Nome King.)
 * 8) Stayne vs. Count Ruegen
 * 9) Ramsley vs. Voldemort
 * 10) Captain Hook vs. The Kurgan
 * 1) The Dark Dragon vs. Shendu
 * 2) Tiburon vs. Drago
 * 3) Captain Hook and Sarousch vs. Professor Screweyes
 * 4) NOS-4-A2 vs. Blackarachnia
 * 5) Tony Dracon vs. Ebon
 * 6) Sootinai vs. Lena
 * 7) The Weird Sisters vs. The Gangreen Gang
 * 8) Monkey Fist vs. Storm Shadow
 * 9) Pete and Ursula vs. Discord
 * 10) Mirage vs. Grune and Slithe
 * 11) The Sanderson Sisters vs. Van Pelt
 * 12) Barbossa vs. Bellatrix LeStrange and Lucius Malfoy
 * 13) Jafar vs. Ruber

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The End Begins
Gaston is drinking at Cat R. Waul and Carface's club when a mysterious villain named Tyler entered. Gaston stretched his arms and prepares for battle. Shooting Tyler badly, Gaston victoriously puts him out.

A battle between the forces of the Horned King and the forces of Ruber broke out, in which the Horned King lost to Ruber's forces, victoriously.

Governor Ratcliffe arrives at Frollo's castle, having claimed too many villain lives. All that Ratcliffe sees is Nekron's castle, with Jafar inside. Ratcliffe faces the villain Nekron into a battle which the latter lost to the former by a dagger's tip, which stabbed Nekron at the heart.

In Nimh, Ratigan is otherthrown by a wicked rat wizard, Martin Brisby. Leaving the wicked mouse of evil behind with a death trap, Ratigan kills him. He destroys Martin's lair.

Yzma got some advice to destroy Zigzag once and for all. He turned her into a cat for her attack.

Having gained control of Sharptooth, Professor Screweyes has Zurg not know what hit him. Zurg sets up a trap to free Sharptooth with his Unmind control, and turn Porfessor Screweyes back into crows.

In moments of unfair chaos he made deals with, Jafar was overtaken by Mok. Mok got away in his blimp.

In Frollo's Castle, however, Maleficent arrives. She told Frollo, Shan-Yu, and Ratcliffe about the plans of Ommadon and Mok. She told Frollo what to do in the Disney/Non-Disney Villain War.

Meanwhile, in Rasputin's palace, a bleeding Tyler recovers with water. Ruber accepts him to his alliance.

In Zurg Tower, Emperor Zurg creates Agent Z, his own sidekick and minion.

Jafar is making deals with the Drej Queen, while he and she together try to destroy the real world in 2012.

Ruber uses Rasputin's formula to power his sword up. He becomes powerful.