Disney Villains War

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

Number of Rounds so far:

war 1 -15 rounds

war 1 - 12 rounds

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Round 9:
 * 1) Prologue
 * 2) Echidna and her children vs. Frollo's forces (Featuring Huntsman, Mechanicles, McLeach and Tublat)
 * 3) Morganians vs. Orgs (Featuring Necrolai, Koragg, Drake, Barbossa and John Silver)
 * 4) Pink Elephants vs. Heffalumps and Woozles
 * 5) Master Org vs. Horvath and Mesogog
 * 6) DNAmy vs. Quackerjack
 * 7) Bushroot and Liquidator vs. McTeague
 * 8) Vanitas vs. Rinzler
 * 9) Sorcerer's Society vs. Mirage's forces (Featuring Mirage, Queen La and Hecate)
 * 10) Ursula vs. Maleficent
 * 11) Dr. Facilier vs. the Witches of Morva vs. the Horned King

Round 10 Round 11
 * 1) Porlogue
 * 2) Dr. Facilier vs. The Evil Queen
 * 3) Koragg vs. Necrolai and Vanitas/Rinzler
 * 4) Don Karnage vs. The Carpi King
 * 5) DNAmy vs. The Collector
 * 6) Evil Manta vs. The Sorceress
 * 7) Taurus Bulba vs. The Pack
 * 8) Interlude
 * 9) Mesogog vs. Master Org and Onikage
 * 10) Jafar vs. Team Evil Agrabah (Feat. Evil Aladdin, Evil Jasmine, Evil Sultan)
 * 11) Count Dooku vs. Animatronic Hook
 * 12) Macbeth vs. Horace, Jasper, and McTeague
 * 13) The Horned King and Lady Tremaine vs. The Sorcerer's Society

1. Battle on the keyblade graveyard (Featuring The Mad Doctor, Doctor Calico, Hopper, Count Dooku, Xehanort and The Carnotaurs)

2. Battle for Atlantica (Featuring Marina Del Ray, Saleen, The Sharkanians, Evil Manta, and Ursula

3. Battle for Agrabah (Featuring Prince Phobos, Cedric, Evil Jasmine, Jafar and Abis Mal)

4. Battle for New York (Featuring Khan, Don Karnage, The Fearsome Five, Thailog, Coldstone, Cruella, Doctor Drakken, The Pack, Coyote, 2nd Dimension Doofenshmirtz, Macbeth, and Xanatos)

5. Battle for Nottingham (Featuring Frollo, Captain Staquait, Mechanicles, McLeach, The Huntsclan, Maleficent, Duke Igthorn, Pete, Shan-Yu, Captain Hook, Ratcliffe, Sarousch and The Cauldron Born)

Round 12
 * 1) Frollo vs. Captain Hook and Maleficent vs. Prince John and Evil Queen
 * 2) Zurg vs. Xehanort vs. Mad Doctor
 * 3) Xanatos vs. 2nd Dimension Doofehsmirtz
 * 4) Prince Phobus vs. Jafar
 * 5) Huntsman and El Captain vs. Lady Tremaine and Mozenrath
 * 6) Morgana le Fay vs. Master Org
 * 7) Zurg vs. Cruella
 * 8) Dr Facilier and Narissa vs. Mirage

Third War
Round 1

1. Prologue

2.Hades vs. Spellican

3. Doofenschmirtz vs. Evil Buzz

4. The Queenof Hearts vs. Cora

5.  Horvath and Captain Hook vs. Tire Org

6. Interlude

7. Asajj Ventress vs. Dr. Calico

8. Nerissa vs. Mukhtar

9. The Matser Org vs. The Ten Terrors

10. Zurg vs. Agent Grizlikoff

11. Narissa vs. Archmage X

12. Epilogue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Round 2

1. Prologue

2.Evanora vs. The Nome King

3. Frost vs. The Huntsman

4. Rumplestiltskin vs. Mercer

5. Pete vs. Shan Yu

6. Xemnas vs. Mad Doctor Experiments

7. Nos4a2 vs. Mandarin

8. Tex Richman vs. Cruella de Vil

9. The Weird Sisters vs. Fury

10. Darth Vader vs. Galactic Leader

11. Epilogue

Round 3

1. Prologue

2. Judge Doom vs. Dr. Claw

3. Fat Cat vs. Reggie

4. Don Karnage vs. Thailog

5. Skeleton King vs. Warhok and Warmonga

6. Interlude

7. Magma vs. Retinaxe

8. Mad Doctor vs. King Candy

9. Ratcliffe and Staquit vs. Mechanicles

10. Riku vs. Savage Opress

11. Epilogue

Origins
Many years ago, the powerful sorcerer Yen Sid used his magic to create the multiverse, a home to all the denizens of the countless scattered worlds. During its creation, the kind but naive Mickey Mouse stumbled across Yen Sid's workshop through his mirror. Witnessing the wise old sorcerer using a magic paintbrush to create the new multiverse, Mickey attempted to create something of his own when Yen Sid retired for the night. Instead, his foolhardy attempt gave rise to a creature of darkness, Chernabog. In panic, Mickey knocked over Yen Sid's magic paint and thinner, allowing Chernabog to escape into the newly-created world. Yen Sid awoke, but he was too late to prevent the disaster from unfolding.

Throughout the multiverse, the arriving residents watched in horror as Chernabog brought destruction and ruin to their homes. Fire rained from the sky, earthquakes ripped the land apart, and day turned to night as demons and creatures of evil attacked anyone they came across, including among their number the Titans and the Firebird. Countless millions of lives were lost in the cataclysm.

On Mount Olympus, the gods of Earth met to fight against Chernabog and his monstrosities, led by an alliance including Zeus, the Norse Odin, the Sprite, King Triton of Atlantica, and Zeus' older brother, Hades. As the gods planned their counterattack, the Titans stormed Olympus, slaying or subduing many of them, including Triton, the Sprite, and Zeus. Seeing they were on the brink of defeat, Hades and Odin combined their powers to banish Chernabog and his minions to the depths of Hell, although at enormous cost. Hades and Odin managed to save Zeus, but touched by Chernabog's limitless darkness, they would soon sink into madness and evil themselves. Hades' envy of his brother's power began to fester until he started plotting to overthrow him, while Odin went mad and became obsessed with preserving his realm of Asgard regardless of the cost to the mortal world, later giving his power and insanity to the mortal Erik Hellstrom. Triton's powerful Trident was lost for centuries, and would later be claimed by others for their own dark ends. Meanwhile, Chernabog plotted his return, covertly surveying the surviving denizens of the multiverse for those he could use.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Warlord and the Mastermind
With his army assembled, Emperor Zurg began making his way towards Earth. To prevent the Galactic Senate from stopping his invasion, Zurg sent his newest general, Draganous, to deal with the Senate's chief commander, Gantu, who had already defeated one of Zurg's men before. Draganous confronted Gantu in deep space, soon overcoming and shooting down his enemy, leaving Zurg with free passage towards Earth and an old enemy vanquished.

On high alert since the death of Bill Sykes disrupted the criminal underworld, the corrupt police force known as the Toon Patrol began stepping up efforts to take down any suspected gang members. His schemes put on hold because of this, Xanatos tasked his newest henchmen, the Beagle Boys, with putting an end to the Toon Patrol's crusade. No sooner had he given them this mission, however, than the Beagle Boys' hideout was raided by the Patrol. Trying to escape in their getaway car, the Boys were pursued by the Patrol, but accidentally got into a car wreck with the Patrol. Although the Boys survived the wreck, the Patrol did not, unwittingly accomplishing their mission.

Seeking to gain a better position in Maleficent's alliance, Jafar decided to use his old ally, the shapeshifting sorcerer Merlock, as a pawn. Telling him that the witch Mad Madam Mim posed a threat to Maleficent, Jafar sent Merlock out to battle her. Attempting to infiltrate Mim's cottage in the form of a rat, Merlock was caught off guard when Mim attacked him as a cat. Recovering, Merlock challenged Mim to a wizard's duel. Battling in his griffon form, Merlock's amulet was knocked out of his grasp by a blast of Mim's dragon fire. The source of his power gone, Merlock plummeted to his death, which Jafar had intended all along.

Reaching Earth at last, Zurg sent his robot minion Nos4a2 to survey the planet's defenses. Starting in the ocean, Nos4a2 encountered Evil Manta in his lair, still recovering from his latest defeat. Battling each other, Evil Manta tried to unleash one of his savage pets against the robot, but instead, the cunning robot turned the creature against its master.

After their great victory against England, Frollo's armies celebrated, catching the eye of Narissa. Thinking that Frollo's men were becoming too lax in their duties, Narissa changed herself into an old woman and confronted Gaston in this disguise. Saying she wanted to test Gaston's abilities, she challenged him to a battle within Forte's old castle. Thinking it would be easy disposing of an old woman, Gaston accepted. Searching the castle for his enemy, Gaston was tricked and pushed from the roof to his death.

Seeking another shot at Maleficent, the Horned King began taking measures to revive his army of the Cauldron Born. Suspecting that he would be next if Maleficent fell, Doctor Facilier sought to prevent this. Sending his Gwythaint dragons against Facilier, the King was shocked when the voodoo priest's shadow demons defeated them. Using his magic and with the aid of a mysterious benefactor, Facilier next took control of the King's Black Cauldron and used it to destroy the necromancer.

Back in France, Facilier again visited Frollo, who was just being informed of the death of Gaston. Telling him the murder was a warning to keep his troops on guard, Facilier gave Frollo his next assignment. The judge hurried out to inform General Pete to ready himself for an invasion of Wonderland.

On Forbidden Mountain, Jafar informed Maleficent that his loyal servant, Merlock, had been slain by Madam Mim in an unprovoked attack. Using her magic, Maleficent infected Mim from afar with a deadly virus. Witnessing this and disgusted with Jafar winning Maleficent's favor, Hades decided to take measures against his rival.

At Lady Tremaine's estate, Tremaine sought an alliance with Lady Waltham, fearing her life might be in danger. Waltham refused to aid Tremaine, but the noblewoman took revenge by destroying Waltham with a blast from her stolen wand.

Seeking to create a super-soldier to serve him, Xanatos allied with the Mad Doctor, abducting the famed Mickey Mouse and performing a diabolical operation on him. Working together, the two geniuses harnessed the spirit of Scar, the lion, and bonded it to Mickey's body, transforming the mouse into a feral monster.

Multiverse War
Seeking a powerful warrior to help her conquer an alternate version of Wonderland, the Red Queen approached the immortal Davy Jones. Uninterested in serving as someone else's minion, Jones defied the Queen, prompting her to send her second-in-command, Stayne, the Knave of Hearts, after Jones. As his crew battled the Queen's soldiers, Jones dueled with Stayne, who proved a capable fighter. Ultimately, however, Stayne was unable to kill the immortal, who stabbed Stayne through the chest while the Red Queen watched helplessly from the sidelines.

In another alternate universe, a toy named Stinky Pete the Prospector found a new home at Sunnyside Daycare, meeting the seemingly kind Lots-o'-Huggin' Bear who ruled the toys there. However, after spending a few days at Sunnyside, Pete began to discover Lotso's tyrannical rule of the daycare and plotted to escape. Although Pete was more ruthless than most toys Lotso was used to dealing with, and even took out some of Lotso's enforcers, the bear soon defeated Pete and trapped him in a dumpster, to be disposed of at the town dump.

In Narnia, the evil Queen Jadis, the White Witch, was confronted by Winnie Sanderson and her sisters, who sought to overthrow Jadis and claim the throne. Jadis sent her fearsome wolf secret police after the Sandersons, but they used their magic to bring a frozen waterfall down on the wolves. The White Witch herself then stepped into the fray, revealing her trump card...the ability to turn people into stone. In Winnie's case, not only was she turned to stone, but the backup of her powers caused her to explode.

Still seeking power in the superhero community, the rogue "hero" Syndrome learned of powerful warriors that wielded weapons called Keyblades. Believing that he could gain a Keyblade by killing its wielder, Syndrome sought out Master Xehanort, thinking him too old and frail to pose much of a challenge. Syndrome had no idea how wrong he was, as Xehanort turned out to be perhaps the most powerful Keyblade wielder of all. Xehanort easily overcame his attacker, forcing Syndrome into a jet engine.

In an alternate reality populated by monsters, the corrupt businessman Henry J. Waternoose III sent his employee Randall to find a thief who had been stealing doors that served as interdimensional gateways. Randall accepted, not knowing that Waternoose saw him as a liability and had set him up. The thief turned out to be a powerful monster called Oogie Boogie, who battled Randall in his torture chamber. Randall held Oogie's deathtraps off as long as he could, but was eventually shot and sawed in half.

Hearing of a magnificent treasure hidden away in a tower, the incompetent villain Goob, also known as the "Bowler Hat Guy", sought it out. Encountering the tower's inhabitants, Rapunzel and her stepmother, Gothel, Goob learned that the treasure was Rapunzel's hair, which could grant eternal life. Discovering Goob but seeing that he didn't pose much of a threat, Gothel bargained with his robotic hat, Doris, convincing it to turn on Goob. While Gothel watched in delight, Doris tore Goob apart.

The Old Order Changeth
Having been tasked by Frollo with taking control of Wonderland, Pete decided to take on the Queen of Hearts herself. Attacking the Queen, Pete easily knocked her senseless and tried to claim the throne. However, the Queen recovered and sent in her card army, who overcame Pete and took him prisoner. The Queen was then visited by the mad scientist Doctor Frankenollie, who requested she turn over Pete to him as a test subject. Eager to punish the invader, the Queen agreed.

As news reached England that Pete had failed in his invasion of Wonderland, Professor Ratigan took advantage of the situation to proclaim himself king. Frollo found out about this power change in his colony, and he sent Captain Hook to eliminate Ratigan. Hook's crewmen ambushed Ratigan in his throne room, but the archcriminal escaped in a flying machine. Hook set off in pursuit using his ship, which had also been given the ability to fly, and a chase ensued in the skies over London. The chase came to an end when Ratigan carelessly crashed into Big Ben, and Captain Hook retook England for Frollo.

After the death of Merlock, Maleficent had placed Jafar in her debt for her role in avenging himself on Madam Mim. She sent him to attack Lady Tremaine, who she suspected of killing her raven, Diablo. Jafar confronted Tremaine at her estate, where she had laid claim to the late Queen Grimhilde's guards. Jafar used his magic to dispose of these guards, then turned his attention to Tremaine. Deflecting one of Tremaine's magic bolts, Jafar turned Tremaine into a frog, which he then turned over to Maleficent.

Deciding to send his newest creation out for a test run, the Mad Doctor released the now feral Mickey Mouse into the countryside, where it came across the Big Bad Wolf hunting some pigs. Wanting the pigs for himself, Feral Mickey ambushed and attacked the Wolf. The Wolf chased Mickey, but was led into a trap, where the Mad Doctor dissected him for use in further experiments.

In her lair, the duck sorceress Magica De Spell plotted to use the war to divert the major villains away from her own schemes to rule the world. However, the master criminal Negaduck learned of De Spell's plot and confronted her to lay claim to the world himself. Negaduck's superweapons clashed with De Spell's magic, and Negaduck ultimately proved the victor, destroying De Spell's base and escaping in his helicopter.

After her failure to defeat the Horned King, Demona decided to see if she could defeat another powerful villain before returning to Hades. Learning of the dark goddess Mirage, Demona used an incantation to transport herself to Mirage's realm, intent on either defeating her or bending her to Hades' service. Angered by this intrusion, Mirage sent her demonic minions against the gargoyle, but Demona managed to slay them. Enraged, Mirage took revenge by banishing Demona back to Earth and cursing her to human form.

As the planets aligned, Hades was at last able to access the prison of the Titans, powerful giants that had ruled the world in ages long past. Freeing them, Hades commanded the Titans to destroy his enemies. In response, several other villains began summoning secret weapons of their own.

The madman Erik Hellstrom, convinced he was the Norse god Odin, summoned Ymir, the Chaos Lord of Ice, in preparation for Hades' attack. Dr. Frankenollie transformed Pete into a giant to serve him, and Morgana, at last secure in her power over the sea, began making plans to invade the surface world.

When Titans Clash
Learning that Hades had summoned the Titans and worried that they would be first on his list of enemies, Doctor Facilier and Queen Narissa used Facilier's shadow demons to awaken the ancient Firebird spirit to defend the Underworld. The Firebird battled the Rock Titan, pitting its command of fire and lava against the Titan's stony hide, triumphing by blasting off the Titan's twin heads.

Meanwhile, Hades was dealing with another enemy of his: Morgana. Angered by her previous rejection of his offer of servitude and wary of her increasing power, Hades sent the Ice Titan to destroy her. Morgana countered this offensive by using the Trident to transform one of her fish servants into a fearsome whale, Monstro. The whale evaded the Ice Titan's frost breath and rammed into it, destroying the fallen god. However, Hades soon turned this defeat around, seizing the Trident and using it to defeat Monstro and revive his Titan, which took revenge by freezing Morgana solid, ending her reign.

Odin (Hellstrom) found his recently regained kingdom of Asgard under attack by Hades' Lava Titan. Odin sent his Chaos Lord of Ice to battle the Titan, and it countered the blistering lava attacks by reforming itself from the snow. The Titan struck back by overwhelming Odin and Ymir in a flood of lava, which burned away the landscape and dissolved the Chaos Lord. Odin avenged his fallen champion by using his magic to destroy the Lava Titan.

While the Titans attacked, Hades sent the less powerful but still dangerous Cyclops to attack Narissa's old kingdom, which she had entrusted to her servant and lover Nathaniel. Seeking to defend the kingdom, Nathaniel awoke a giant Troll and sent it after the Cyclops. Although caught off guard, the Cyclops bashed the Troll away, and crushed Nathaniel as well when he tried to step in.

Having transformed Pete into a giant, now renamed "Julius", Dr. Frankenollie sent him to defend Wonderland from Hades' Wind Titan. The battle proved short, as Julius was unable to damage the Titan and found himself blown into the air, coming down on some powerlines, which shortcircuted Frankenollie's machinery, defeating the former Pete.

Returning to Forbidden Mountain for a breather after defeating Morgana, Hades was confronted by Jafar, who announced his plot to betray the former god. Jafar summoned Professor Ratigan's old pet cat, Felicia, which Hades intitially scoffed at until Jafar used his magic to grow the cat into a giant. However, Hades summoned his own pet, Cerberus, to defend him, chasing Felicia away and tearing her apart. Jafar was forced to beat a hasty retreat.

Watching as the Titans tore the world apart, Zurg and his generals used a giant laser to eradicate the dark gods from afar, in preparation for their own invasion. Deeply concerned about this latest threat, Xanatos brought in the famed mercenary Lyle Rourke to provide an army to fight off Zurg's forces.

No sooner had Earth's people recovered from the Titan's battles than Dragaunus led an army of his own Saurian aliens and Zurg's Hornet robots in a war of conquest, with Rourke and his forces as one of the few who stood against them. Meanwhile, enraged to hear of Jafar's treachery, Maleficent was shocked when Hades brought Shan Yu in as his latest minion to counter the master sorcerer.

Invasion of Earth
Unconcerned with the larger events of the war, the Coachman, head of Pleasure Island, was looking to expand his operations and add new attractions to his amusement park. Contracting two hunters, Alameda Slim and Amos Slade, the Coachman sent them out to capture exotic and dangerous animals, not knowing his plans were overheard by Doctor Facilier.

Slim traveled to India, where he had been tasked with capturing the deadly python Kaa. The poacher attempted to use his hypnotic music to subdue Kaa, only to learn that the python had hypnotic powers of its own. Slim broke the stalemate by throwing his spurs at Kaa, knocking him out.

Slade found himself up against a more challenging enemy in the backwoods of Minnesota, running afoul of the powerful grizzly bear Lumpjaw. The bear easily took out Slade's hunting dog, Chief, before turning his attention to the hunter. After a fearsome chase, Slade finally got the better of his adversary, shooting him and knocking him into a river. However, this proved to be a pyhrric victory, as he had lost both his loyal companion and his quarry.

Out on another rampage, the Feral Mickey came across Negaduck on a criminal escapade. Having had enough of Mickey's encroachment on his criminal empire, Negaduck decided to end the threat and knocked the feral mouse from a rooftop into telephone wires. The electric shock was enough to destroy Scar's mind and restore Mickey to his normal self.

With Gaston and Pete dead, Frollo sent Captain Hook to recruit new talent for France's army. Heading to Devil's Bayou, Hook sought out Madam Medusa, thinking her criminal skills would serve Frollo well. However, Hook learned she was already employed by Xanatos, and tried to take her in by force. Medusa fought back, knocking Hook from her steamboat hideaway and having Brutus and Nero chase him off.

Moving supplies to another city threatened by Zurg's army, Rourke and his second in command, Helga Sinclair, came under attack from Hornets. The mercenaries destroyed the robots, only to be ambushed by Nos4a2. The robotic vampire clashed with Rourke, who tossed Helga into the fray. She managed to hold her own for a while, before being knocked from the airship. Although mortally wounded, Helga fired one last shot at Nos4a2, destroying him before he could kill Rourke.

After losing Feral Mickey, the Mad Doctor tried to gain new experiments from Dragaunus' forward base. The Saurian commander discovered the Mad Doctor, only to be confronted by the Steel Clan, robotic enforcers Xanatos had sent to act as his ally's bodyguards. After a fierce battle with the Saurian generals, most of the Steel Clan was defeated, with Dragaunus himself destroying the final one. As the dust settled, Dragaunus again confronted the Doctor, only to discover the mad scientist had converted himself into a robot in order to stand a better chance of surviving the war. Disturbed by this revelation, Dragaunus blasted the Doctor off in a damaged escape pod.

Enraged by his shrinking forces and Hook's failure, Frollo had the pirate's employment terminated. In the Underworld, Jafar cast his lot in with Facilier and Narissa, who were finalizing their plans for the war. With the aid of a magical amulet Jafar had brought along, Facilier summoned new warriors for his alliance: Sa'Luk, who was restored to life; the psychopathic Jackal; the dark sorcerer Mozenrath; and the mischevious Lonesome Ghosts. As the other villains across the world prepared for the final showdown, a demon awaited its return to the mortal world...

The Siege of Forbidden Mountain
Learning of the success Xanatos and his criminal empire had been having, Negaduck decided to organize a major diamond heist to upset the monopoly Xanatos had created. Negaduck and his gang, the Fearsome Five, discovered Xanatos' henchmen, the Beagle Boys, had also set their sights on the diamonds. Although the Boys managed to take out two of Negaduck's men, Megavolt and Bushroot, the crimeboss himself turned the tables with one of his blaster pistols and managed to escape with the goods, leaving the Beagle Boys to be picked up by the authorites.

After being thrown out of Frollo's alliance, Captain Hook plotted revenge. Deciding to strike before the pirate could become a threat, Frollo met with Doctor Facilier, who used his powers to summon the spirit of the Headless Horseman. As Hook was out with his men one night, he was ambushed by the Horseman. Hook managed to hold his own against the spirit for a while, but soon fell from a cliff, where he was mauled by his old crocodile nemesis.

Keeping watch on Forbidden Mountain's lower levels, Pain and Panic were ambushed by the Lonesome Ghosts, who had been sent as scouts to analyze the citadel's defenses. Piting their demonic powers against the Ghosts' trickery, Hades' goons soon found themselves overwhelmed. Just as it appeared the Ghosts were about to win, the Witches of Morva intervened, chasing the Ghosts off with their presence alone.

Despite this setback, Sa'Luk and Facilier's other henchmen managed to infiltrate Forbidden Mountain as Maleficent and Shan Yu were plotting another strike. As Shan Yu and the Forty Thieves battled Jackal, Mozenrath held his own against Maleficent's goons. Sa'Luk stepped into the fray, taking out his former Thief allies, as Maleficent herself decimated Facilier's shadow demons. Finally, Sa'Luk got the upper hand in his rematch with Shan Yu, knocking the Hun leader out, only for Maleficent to turn him into a golden statue. Jackal and Mozenrath beat a hasty retreat as their leader fell, leaving Maleficent to take stock of her losses.

On the way out, Jackal stumbled upon Hades bargaining with the Egyptian god Anubis, trying to convince him to lend his aid in the war. Secure in his own power, Anubis refused Hades, who tried to take his fellow god's power for himself. He almost succeeded, only for Jackal to step in and interupt the power transfer, gaining Anubis' power. Jackal then tried to slay Hades, but the former god of the dead had more experience with his powers, defeating Jackal and purging Anubis' influence from him.

Making his own escape, Mozenrath encountered one of Hades' minions, the centaur Nessus, outside the citadel. Although a strong thug, Nessus had nothing that could counter Mozenrath's magic, easily falling before the sorcerer.

Taking advantage of the battle and the drop in the Underworld's defenders, Jafar sent his minion Gazeem to take any powerful artifacts or secret knowledge from the realm of the dead. Making his way to the River Styx, Gazeem found Narissa watching over the Underworld. Knowing what Gazeem had come for, Narissa transformed herself into a fearsome beast and slew the lackey, forcing Jafar to leave.

With their defenses broken and most of their forces destroyed, Maleficent, Hades, and Shan Yu decided to abandon Forbidden Mountain and seek a new lair. Meanwhile, in Paris, Facilier decided to bring his dealings with Frollo to a close, leaving him a boon: the location of the gypsy hideout, the Court of Miracles. Thanking the god for his aid, Frollo swore to purge the Court the next day.

Learning of the Beagle Boys' fall, Xanatos met with Horace and Jasper to bring in a new ally, Captain Gantu, who had survived his battle with Dragaunus and been relieved of his command in the Galactic Federation. Learning of this increase in his enemies forces, Zurg responded by bringing in the mad alien scientist Doctor Hamsterviel and his clone army.

Returning from the Underworld, Jafar decided the time was right to make his third and final wish from his magic lamp. Darkness fell over Agrabah as a new and all-powerful genie rose...

Xanatos Strikes Back
Deciding to test his new ally's skills, Xanatos tasked Gantu with eliminating a potential rival, the crimelord Fat Cat. Storming Cat's hideout, Gantu attempted to use a mind-control gun that Xanatos had provided him to take control of the crime boss, but Cat dodged at the last moment. However, Gantu's device struck Cat's henchmen, whom the alien turned against their master, chasing Fat Cat out of town.

On Pleasure Island, the Coachman and his employees were shipping in new children-turned-donkeys for labor, only to be confronted by Doctor Facilier, who needed a magic talisman in the Coachman's possession to wrap up his master plan. Refusing Facilier's offers of partnership, the Coachman sent Alameda Slim and Amos Slade after the god of the dead, forcing Facilier to summon the Headless Horseman. The spector killed Slade, and Slim, deciding that the Coachman was fighting a losing battle, decided to leave while he still could. Taking advantage of this distraction, Facilier used his powers to turn the Coachman's own dark magic against him, turning him into a donkey. With the talisman now his, Facilier left the Coachman to his well-deserved fate.

Unwilling to return to Facilier empty-handed, Mozenrath journeyed to Agrabah to try and take out Jafar. Indulging his old rival with a duel, Jafar faced Mozenrath, who soon seemed to gain the upper hand. Just as victory seemed assured, however, Jafar revealed his trump card, changing into his new genie form. Outmatched by the genie's raw power, Mozenrath was annihilated.

Deciding to try his hand at taking out Xanatos' forces, Doctor Hamsterviel confronted the mastermind's employees, including the criminal brothers Horace and Jasper, and the immortal Scottish king Macbeth. Instead of battling them himself, Hamsterviel unleashed his foremost creation, Leroy. The alien creature made quick work of Horace and Jasper, but Macbeth proved a more dangerous opponent, killing Leroy with a well-placed shot. Before he could do the same to Hamsterviel, the doctor fled in his ship.

While Hamsterviel attacked Xanatos' friends, Shego struck against his rivals, just in case they proved a threat to Zurg's army. Seeking out Negaduck, Shego led a platoon of Hornets against him, only for the criminal to use his newly-acquired mystic diamond to drain the robots' power into himself. Newly empowered, he turned his attention to Shego, but she used a heavy laser cannon to destroy him.

John Silver also struck against Xanatos' forces, being sent to Madame Medusa's riverboat to assassinate her. Attempting to escape, Medusa was shocked as her hideout was stormed by Silver's alien pirates. Medusa and her lackeys got a few good shots in, but the pirates superior numbers and technology won the day. The riverboat was destroyed, and Medusa was lucky to escape with her life.

Out leading another assault on Earth's defenses, Dragaunus was confronted by more of Xanatos' Steel Clan robots. This time, one robot in particular seemed more intelligent, blasting through Dragaunus' soldiers and equipment. Although Dragaunus managed to take out one of the Steel Clan, the leader soon struck a critical blow and destroyed the alien warlord's flagship, knocking Dragaunus to his death in the process. After the battle, the robot gargoyle removed its head...to reveal that it was actually Xanatos himself in a suit of power armor, taking out one of Zurg's key generals in person.

With Dragaunus dead, Zurg decided to travel to Earth to personally oversee the final push against Xanatos. Greeted by his troops and informed of their successes, Zurg began to put his final plan into motion. Meanwhile, at his headquarters, Xanatos told his remaining employees of the wonders that would await them following their victory, as well as consulting with an ally out in the multiverse...

Seeking new soldiers, Maleficent at last found Demona, who had hidden herself after being cursed by Mirage. Breaking the curse and restoring Demona to gargoyle form, Maleficent welcomed her back into the fold. In their new lair, Hades and Shan Yu learned of Jafar's rise to ultimate power, and vowed to strike their old enemy down once and for all.

Returning to his new headquarters at Forbidden Mountain, Doctor Facilier used the talisman he had won from the Coachman to convert Maleficent's old citadel into a mountain of dark magic. As the dead rose from the grave, the final stages of the war at last would begin...

A Plan Comes Together
With the conflict between Zurg and Xanatos escalating, Gantu was sent to assassinate John Silver. Successfully gaining access to Silver's pirate ship, Gantu heavily damaged the vessel, killing the majority of the alien pirates onboard. Silver himself was more fortunate, escaping in a lifeboat. Gantu searched for him, but lost the trail, with Silver deciding to sit out the rest of the war.

Looking to hunt down Hamsterviel before he could strike again, Macbeth and a platoon of Steel Clan robots tracked the mad scientist to his forward base. Hamsterviel had been reinforcing Zurg's army with a pack of mutants, which made quick work of the Steel Clan, but Macbeth himself managed to penetrate the inner base and confront Hamsterviel. Destroying Hamsterviel's monsters and equipment, Macbeth destroyed the base with the alien scientist inside before making his escape.

Vowing to make Silver's loss and Hamsterviel's death his last failures, Zurg brought together the rest of his army to lead a frontal assault on Xanatos' headquarters in New York City. Rourke's mercenaries managed to fight off the Hornets with aid from Xanatos' new ally, who provided a computer virus that neutralized the robots' systems. This victory was turned around, however, when Shego lept into the fray and crystalized Rourke with an energy weapon, killing the mercenary commander. Zurg advanced on Xanatos' building, with the remaining Leroy clones tearing through the Steel Clan defenders, only for Demona to arrive and destroy the clones. However, she was too late to stop Zurg from entering the headquarters to confront his nemesis face to face.

On the run after the fall of the Coachman, Alameda Slim found himself in Zira's territory in Africa. Hoping to prove himself as a warrior, Zira's son Nuka attacked the rustler, who responded by causing an avalanche of fallen logs, crushing the young lion to death. Enraged, Zira swore to hunt Slim down and make him pay.

Shortly before beginning his campaign against the gypsies, Frollo attended the Festival of Fools, where he encountered the theiving magician Sarousch, who made a mockery of the judge. Later that day, as Frollo's forces attacked the Court of Miracles, Frollo again encountered the magician, who was attempting to flee the city. Sarousch tried to bargain his way out, but Frollo would have none of it. His guardsmen arrested Sarousch before he could escape.

With the power of a god and Agrabah firmly under his control, Jafar planned to sit out the rest of the war, waiting until all the other villains had killed each other off before siezing whatever lands remained. However, Shan Yu and Hades led an attack on Agrabah, eager to take revenge on the cunning sorcerer. Jafar turned himself into a giant cobra and battled Shan Yu, who managed to hold his own. Things changed in a heartbeat when Jafar took his genie form, destroying the Hun warlord with his powers. Hades then intervened, and while he might have met a similar fate as his ally, the fallen god targeted Jafar's one weak spot: his lamp. Smothering the lamp in lava, Hades seemingly destroyed Jafar.

With Forbidden Mountain transformed into Bald Mountain, Doctor Facilier and Narissa at last were able to summon their dark master: the Black God, Chernabog. The demon began amassing an army of the dead, including the Horned King's Cauldron Born, a ghostly Pete and Scar, a T-Rex from the distant past, and many other demons and spirits.

With New York fallen, Zurg and Shego prepared for their final battle with Xanatos and his remaining forces, while Zira summoned her pride to take vengeance on Alameda Slim. The Queen of Hearts prepared to lead Wonderland's army into the outside world, and Odin summoned another demon to make his vision of a new Asgard a reality.

In France, Frollo prepared to execute his new prisoners, but Demona had set her sights on taking Paris for her own. Hades and Maleficent made ready to invade the Underworld and take it back. Hell had come to Earth.

Other Battles of the First War
Shortly before the failed siege of Forbidden Mountain, Hades contacted his old enemy, the dark goddess Hecate, to ask for her aid in recovering the Underworld. Seeing an opportunity to make the Underworld her own, Hecate agreed and traveled to the land of the dead, only to be confronted by the undead sorcerer Ayam Aghoul. Hecate's godly powers soon got the better of Aghoul, but he surprised her with his explosives, destroying her.

Prior to his fateful encounter with Bill Sykes, Edgar was employed by the corrupt Mr. Winkie and his Weasel henchmen. Winkie had recently claimed the deed to Toad Hall and all its wealth, a prize Edgar desired to make his own. Drugging Winkie and the Weasels as they celebrated their illicit gain, Edgar snatched the deed when the criminals dozed off. However, instead of attempting to escape, Edgar stayed and helped himself to some wine, only to face Winkie's wrath when he awoke. Evading the Weasels' clumsy attempt to stop him, Edgar managed to escape, although he lost the deed in the process.

Before Nuka was killed by Alameda Slim, he and Zira plotted to take the sizable territory of a deadly leopard named Sabor. Sabor proved faster than Zira and would have killed her, had Nuka not saved his mother's life by distracting the leopard. Drawing Sabor up a narrow cliff, Nuka knocked her off to her death, much to Zira's gratitude and delight.

Years before the war, Professor Ratigan set his sights on conquering a European kingdom ruled by a young Pete. Summoning his army and insulting Ratigan, Pete tried to drive him out, but the savage criminal mastermind overcame Pete in combat and threw him to his own pet lion. Pete only narrowly survived this assault, although Ratigan later lost the kingdom.

Shortly after Diablo's petrification and Maleficent's resultant mourning, Ursula believed she would be able to lay claim to Maleficent's power. Allying with a forest-dwelling Witch, Ursula convinced her to take on Maleficent. Foolishly attempting to attack Forbidden Mountain head-on, the Witch was overcome by Maleficent's goons. Maleficent herself then stepped in, knocking the Witch from her broomstick and into a cauldron of boiling oil. Burning to death, the Witch was then petrified by Maleficent's magic.

After Zurg destroyed Hades' Titans, Jafar tried to destroy the fallen god and take what remained of his power. Pitting their magic against each other, the two schemers were evenly matched, until Jafar took his giant cobra form. Hades decided to transform himself into a Hydra, but was soon overcome by Jafar. Narrowly escaping, Hades returned to Maleficent. Deciding that Jafar was a more pressing threat than Doctor Facilier, they decided to first concentrate their efforts on destroying him before trying to reclaim the Underworld.

Hell on Earth
Inside Xanatos' headquarters, Zurg and Shego caught up to the criminal mastermind. Shego lept in to kill Xanatos, but was attacked by Puck, who stepped in to defend the crimeboss. Shego held her own in battle for a while, but was soon overwhelmed by Puck's magic. The faerie's victory was short, however, as Zurg shot and gravely wounded him, forcing him to retreat. Out of allies, Xanatos entered the fray, pitting his battle armor against Zurg's technology. Xanatos soon gained the upper hand, and Zurg returned to his flagship, intending on annihilating the entire base with his fleet's weapons. Prepared even for this, Xanatos simply used an EMP blast to render Zurg's armada powerless. Macbeth arrived on the scene, and Xanatos informed him of his great victory, only for the Scotsman to betray his boss and shoot him with an energy blast, seemingly killing him.

Meanwhile, Demona arrived in Paris as Frollo was preparing to execute his gypsy prisoners in the shadow of Notre Dame Cathedral. Intending to take the city as her own, Demona used her spellbook to summon a swarm of birds to attack Frollo's guardsmen. While they were distracted, she then began tossing large blocks of stone down into the square, destroying the wooden platform that Frollo was standing upon. Enraged at this intrusion on his plans, Frollo broke into the cathedral, narrowly escaping a stream of liquid fire that Demona sent his way. Making his way to the rooftop, the judge was initally surprised to see this apparent demon was responsible for the attack, but overcame his fear and prepared to slay her. Recognizing now might be a good time to retreat, Demona flew away, leaving Frollo with a masked stranger who offered his services to the judge.

With Chernabog released, Doctor Facilier began making preparations to use the souls of the Underworld as a power source for his master, which would make the demon unstoppable. However, Hades arrived, making one final demand to surrender the realm. Facilier refused and brought in Narissa, as Hades summoned Maleficent. The two sorceresses perpared for battle, with Narissa transforming into a Hydra and Maleficent taking the form of a dragon. With her multiple regenerating heads, Narissa got the better of Maleficent, mortally wounding her. However, in her death throes, Maleficent triggered a rock-slide that buried her opponent, killing Narissa as well. The enraged Hades prepared to battle Facilier for the throne, unaware that the treacherous Fates were plotting to cut his life-thread, ending his immortal life. Arriving in the nick of time, the Witches of Morva rendered Hades' thread unbreakable, foiling the assassination attempt. Now unkillable, Hades took his revenge, destroying the last of Facilier's shadow demons and draining the doctor's soul.

Not caring about the fall of his most loyal minion, Chernabog began laying waste to the mortal world, first interfering as Zira caught up with Alameda Slim, intent on making him pay for murdering her son. Just as she prepared to kill her enemy, the ghost of Scar knocked her aside. Shocked by this attack from her undead mate, Zira was helpless to prevent herself from being tossed into a raging river. Slim rejoiced in his seeming reprieve, only for Pete's ghost to arrive on the scene and suck out his soul.

Chernabog was delighted at this turn of events, but was shaken from his celebration by the arrival of Demona, who had uncovered a spell that would turn its victim to stone for all time. Attempting to use this spell against Chernabog, she was defeated when the Black God, redirected the spell back at her, petrifying her instead. The Queen of Hearts was next to arrive, leading Wonderland's card army against the demon. As the army reached the peak of Bald Mountain, Chernabog corrupted their souls, turning them and their Queen into demons which he then threw into a lake of hellfire. Odin then attacked, summoning the Chaos Lord of Fire, Surt, and sending him to assault the Black God. Surt tried to burn Chernabog to death, but the demon was immune to fire, absorbing Surt into himself and then spitefully using the resulting power to destroy Asgard. Learning of the chaos threatening the world above, Hades unleashed Cerberus once more. The hellhound raced up the mountainside to try his luck at defeating Chernabog, but was ambushed by the T-Rex on the way. Cerberus defeated the dinosaur, mauling it to death, but his victory was short lived. Chernabog blasted a rift in the earth, sending Cerberus back to the Underworld.

It seemed that Chernabog was victorious, having bested legions of the most powerful villains alive without even straining his vast power. However, it was at this moment that Zeus, king of the gods, decided to put a stop to the war once and for all. With his powerful lightning bolts, Zeus defeated Chernabog and banished him from the mortal world, forcing the Black God and all his demons and ghosts back into the abyss.

At long last, the war had come to an end, and the survivors mopped up the ashes. Frollo returned to business after the battle with Demona, announcing his planned extermination of all gypsys, with one exception. The masked man revealed himself as Macbeth, who had recognized Frollo's increasing power and decided to cast aside Xanatos in favor of the French judge. As a gesture of his loyalty, Macbeth made good on the promise that Facilier had failed to keep, bringing Esmeralda to Frollo to satisfy his lust.

Odin wept over the loss of Asgard, as Xanatos, still alive but with his organization in shambles, was taken away by the authorities to pay for his crimes. Zurg, on the other hand, restored enough power to his armada to retreat back to Planet Z, putting an end to his failed invasion. Back in the Underworld, Hades celebrated his return as god of the dead by taking his long-awaited vengeance of Facilier's soul, forcing him to relive his own death over and over again.

Meanwhile, witnessing the fall of Xanatos from inside his computer bank, a certain sentient program was sorely disappointed by the turn of events, and prepared to take action...

New Battlefronts
Nearly a year has passed since the end of the first war, and David Xanatos, still imprisoned since his downfall, puts a plan in motion for him to escape incarceration. Contacting his right-hand-man Owen Burnett, Xanatos has him visit the criminal mastermind's old headquarters and access the rogue sentient computer program called the Master Control Program, or MCP, who had provided aid to Xanatos during the first war. Upon activation, the MCP digitizes Owen, transporting him to the computer world.

Having been warned of his own impending death at the hands of a one-legged man by his bosun, who has the ability to see the future, the feared pirate Blackbeard sets out on a quest to find the legendary Fountain of Youth and become immortal. Hearing that the haunted Gracey mansion may hold the secrets to the Fountain's location, Blackbeard seeks out the mansion and its ghostly caretaker, Ramsley. Not taking kindly to visitors of any kind, Ramsley summons the 999 spirits infesting the mansion to throw out the intruder, but Blackbeard has a secret weapon: the Sword of Triton, a legendary blade which gives him immense supernatural power. Using the Sword to summon a demon from Hell, Blackbeard casts Ramsley and his minions into the infernal pit. Although surviving the encounter, Blackbeard is no closer to finding the Fountain and departs in frustration.

Returning to Planet Z after his failed attack on Earth, Emperor Zurg comes upon a dimensional rift in the far reaches of space. Thinking that he may be able to turn his fortunes around and conquer a new realm, Zurg orders his men to enter the rift, only to emerge in the form of a toy. Finding himself in Sunnyside Daycare Center, Zurg's attempt to conquer the toys there hit a snag when he is confronted by the daycare's self-styled ruler Lots-o'-Huggin-Bear, better known as Lotso. Used to dealing with upstart rebellions, Lotso attempts to threaten Zurg into submission, but his usual tactics are nothing compared to the alien warlord. Easily overcoming the bully in hand-to-hand combat, Zurg casts him into a dumpster, where he is later disposed of at the town dump.

In France, Judge Claude Frollo calls upon the legendary Huntsman, leader of a secret society devoted to exterminating magical creatures. After a year of unopposed rule, Frollo's empire has come under attack by a strange and dangerous beast known as the Backson. Hearing of the Huntsman's experience in killing troublesome monsters, Frollo hires him to dispose of the Backson. Along with his apprentice the Huntsgirl, the Huntsman tracks down the Backson in the French countryside, but the pair find the creature is a formidable foe with its bizarre and unpredictable powers. Ultimately, using his power staff, the Huntsman casts the Backson from a cliff, to the anger of Hades, who had sent the beast to destroy Frollo's power base.

Another enemy saw the Backson's attacks as an oppertunity to launch his own assault on Frollo. The rogue nobleman Duke Igthorn visits the Witches of Morva, hearing that they could provide him with a magical potion that would grant him great power, a potion he intended to use as an ace during his planned siege of Paris. Acquiring the potion, Igthorn launched his attack on the City of Lights, assisted by an army of loyal ogres. Frollo's elite guardsmen manage to repulse the ogres attacking the walls and Igthorn imbibes the potion, granting him superhuman strength. However, just as he attempts to hurl a boulder from one of his catapults at the city walls, the potion wears off, crushing him and launching him from the catapult into the city, where he is quickly taken captive by Frollo's men.

The cruel Telmarine kingdom, ruled by King Miraz, has been interfering in the affairs of the equally cruel East India Trading Company, headed by Lord Cutler Beckett. Tiring of the Telmarines' resistance to his financial empire, Lord Beckett summons Davy Jones, securing the lord of the sea's loyalty by holding hostage Jones' disembodied heart, his one weakness. Ordered to deal with the Telmarine threat, Jones launches an assault on their lands, challenging Miraz himself to single combat. Accepting the challenge, Miraz duels the demigod, but is soon slain by the immortal Jones. Although their king has fallen, the Telmarine army remains a threat, but their attempted counterattack on the Flying Dutchman is put to an end when Jones summons a water elemental to wipe out the entire army.

After killing Syndrome, the cruelly ambitious Master Xehenort began investigating the war raging beyond the borders of his universe, and began plotting to escape his realm and conquer the entire multiverse. Seeing Xehanort as a threat, the MCP sends out his newly created second-in-command, Commander Sark, to deal with the Keyblade Master. As Xehenort attempts to access Kingdom Hearts, the heart of all worlds, Sark confronts him and summons a Hostile Program to deal with him. Xehanort easily strikes this enemy down, but in his moment of triumph is seemingly killed by another of Sark's minions.

Released from his stony prison thanks to the backlash of dark magic after Chernabog's defeat, Diablo is transported to the CGI universe, taking Maleficent's robes with him. Feeding off the recent conflicts in this new world, Maleficent is restored to life. Meanwhile, the same dark magic has transported the spirit of Narissa to the live action universe, where she too is able to regain her physical form and power. Knowing she needs allies if she is to rebuild her power base, Maleficent uses her magic to bring Shan Yu, Captain Hook, and Pete into her new realm, giving them back their lives in exchange for their servitude.

Troubled by Frollo's alliance with the Huntsman, Hades seeks out Echidna, mother of all monsters, to provide him with an army to put an end to Frollo's empire once and for all. Blackbeard, his expedition to the Gracey mansion a failure, allies himself with Lord Beckett, who agrees to provide information on the Fountain of Youth in exchange for his services as a privateer. Observing the forces of evil gathering once again, the MCP warns Sark to keep an eye on the multiverse for any threats to his power.

In the darkest reaches of the multiverse, a cloaked figure begins plotting his own rise to power...

The Organization Strikes
Wanting to establish a foothold in the live-action universe, Narissa set her sights on taking down her most powerful rival, the White Witch Jadis. Disguising herself as an old hag, Narissa approached the cursed pirate Hector Barbossa and hired him to dispose of the dark queen of Narnia. Approaching Jadis, Narissa and Barbossa demanded she surrender peacefully, only for Jadis to attempt to turn Narissa to stone with her wand. Shielded by her own magic, Narissa sent Barbossa in to take Jadis down and the two engaged in a swordfight. Seeming to gain the upper hand Jadis stabbed Barbossa through the chest, only to look on in horror as the undead pirate shrugged off the attack. Taking advantage of Jadis' shock, Barbossa rammed his own blade through the White Witch's heart, ending her reign. Barbossa then demanded that Narissa fulfill her part of the bargain by releasing him from his curse. Instead, Narissa revealed her true form and slew her pawn with her magic.

Troubled by Zurg's arrival in the CGI universe, Commander Sark traveled to the tower of Mother Gothel where the robotic DOR-15 had been dwelling since murdering its former master Goob in the first war. Offering the killer bowler hat a place in the MCP's machine empire, Sark sent DOR-15 to slay Zurg. DOR-15 found Zurg at the home of the Robinson family of inventors, where he had tracked down a machine that would restore him to his original size and form. DOR-15 barred Zurg's way with an army of robot hats, but Zurg blew them away with his gun. DOR-15 attacked Zurg on its own, but Zurg's superior firepower prevailed and the evil hat was destroyed. Zurg then succeeded in using the machine to return to his normal self.

Maleficent was approached by a strange man in brown robes who warned her of the threat posed by Organization XIII, a secret society of powerful entities who sought to control the multiverse. The man gave Maleficent and her forces the power to command the Heartless, the living embodiments of darkness, and instructed her to strike at the Organization before they could mobilize against her. Maleficent sent Shan Yu with a force of Heartless to lead the assault. On a snowy mountain peak, Shan Yu encountered Saix, the cruel second-in-command of the Organization. Saix and his Nobody minions easily disposed of the Heartless Shan Yu sent against him, and the Hunnic warlord was forced to step into battle himself. With a single strike from his massive sword, Saix brought down an avalanche on Shan Yu. Confident that he had disposed of the threat, Saix teleported away, unaware that Shan Yu had survived once again.

On a scouting mission for Maleficent, Pete encountered another Organization member, Demyx. As Pete made ready for battle however, the cowardly Demyx fled, leaving a flustered Pete to stew in anger.

Using the doors he had stolen from Waternoose, Oogie Boogie sought to spread fear in the CGI universe. Approached by the Organization's Luxord, Oogie was offered great riches in exchange for his services against Maleficent. Uninterested, Oogie used an artifical heart he had stolen to call the Heartless to his side and send them against the gambling Nobody. Luxord had a surprise in store however: a powerful Grim Reaper Heartless, which sliced Oogie open, causing the vermin inside him to spill out, killing him.

Finally catching up with Demyx, Pete again challenged him to a fight. Demyx once more tried to weasle his way out, but Pete was in no mood for the Nobody's antics and taunted him for his cowardice. Finally Demyx had enough and summoned his sitar to do battle, but Pete knocked him out with one strike. Demyx dissolved into darkness as Pete laughed at his incompetence.

Returning to her tower, Gothel was confronted by Captain Hook, who held Rapunzel hostage and demanded Gothel surrender the tower to Maleficent to use as a base against the Organization. Undeterred, Gothel tried to kill Hook with a dagger, but as Hook drew his sword to defend himself he sliced off Rapunzel's hair, undoing the enchantment that gave Gothel eternal youth. Unnerved by Gothel's rapid aging and panic, Hook accidentally knocked her from the tower window. By the time she hit the ground, Gothel had withered away into nothing but dust.

Although Gothel's tower was a good start, Maleficent needed a more powerful stronghold for her war against the Organization. The sorceress found the Organization's forward base at Castle Oblivion and decided to take it for her own. Entering the castle, Maleficent confronted Marluxia, the Castle's highest ranking Organization member. Summoning his scythe, Marluxia prepared to do battle with the Mistress of all Evil. Maleficent and Marluxia managed to counter each other's attacks at first, and Marluxia took on a more powerful Nobody form to rid his castle of the intruder, but a powerful magic blast from Maleficent managed to penetrate his defenses and destroy him. As Marluxia disintegrated, Maleficent laid claim to Castle Oblivion.

Calling the Organization's remaining members together, Xemnas, the powerful Nobody who headed the group, demanded that the Organization's full resources be brought to bear to make sure Maleficent was eliminated and Castle Oblivion retaken. Meanwhile, a young boy named Riku found himself outside the castle, observed from the shadows by Maleficent, who saw in him the makings of a pawn to use against her enemies.

Taking advantage of the magic used to revive Maleficent's minions, Jafar found his way into the CGI universe in his human form with much of his genie powers intact. Immediately, he sought to manipulate the conflict between Maleficent and the Organization to his own ends. At the same time, Zurg brought his forces into the CGI universe to take the realm for his own. Zurg appointed the AI pilot AUTO as the commander of his armada.

In the animated universe, Frollo assembled a group of hunters and mercenaries to defend his empire against Hades' monsters. The team consisted of the Inuit hunters Denahi and Atka, the Huntsman and Huntsgirl, and Lt. Colonel Staquait, an officer in Frollo's Foreign Legion.

Learning of Maleficent's rebirth and her resurrected minions, Narissa decided to use her power to bring one of her own allies back to life. With her powerful sorcery, she tore Dr. Facilier's soul away from Hades' torture and gave him a new body. Together, the two would take terrible vengeance on their enemies.