Disney Heroes vs. Villains

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

Number of Rounds (Part 1): 14

Round 1

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


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


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


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


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

Round 2

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


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


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


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


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


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


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


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

Round 3

 * The League of Extraordinary Gentlemice vs Lucifer (Featuring Basil of Baker Street, Bernard, Bianca, Roquefort, Timothy Q. Mouse, Jaq, Gus, Doctor Dawson, Jake, Toby, Professor Ratigan, and Orville)
 * Simba vs McLeach (Featuring Zazu, Timon, Pumbaa, Nala, and Joanna)
 * Ariel vs Captain Hook and Monstro (Featuring Captain Hook's Pirates, Mr. Smee, Flounder, and Sebastian)
 * The Lost Boys vs Frollo's Forces (Featuring Stromboli, Foulfellow and Gideon, Tinker Bell, Peter Pan, and The Coachman)
 * Tarzan vs Kaa (Featuring Shere Khan and Jane Porter)  (guest starring Hista only as cameo)
 * Taran vs Sykes (Featuring Hen Wen, Eilonwy, Fflewddur Fflam, Roscoe and Desoto, The Horned King, and The Horned King's Barbarian Guards)
 * Donald and Goofy vs Shan-Yu (Featuring Hayabusa the Falcon, and The Hun Army)
 * Sad Cutscene (Featuring Timothy, Dumbo, Bianca, Basil, Mrs. Jumbo, Frollo, the Coachman, Ratigan, Jaq, Gus, Roquefort, Jake, Evinrude, Bernard, and Doctor Dawson)

Round 4

 * The Forces of Merlin vs The Forces of Maleficent (Featuring Merlin, Prince Philip, Flora, Fauna, and Merryweather, The Fairy Godmother, Archimedes, Ariel, Diablo, Maleficent, the Horned King, Yzma, Bill Sykes, Roscoe and Desoto, Lady Tremaine, Lucifer, Arthur, The Wolf, and Maleficent's Goons)


 * Gantu vs Jim Hawkins (Featuring Doctor Doppler and Captain Amelia)


 * Esmeralda vs Dr. Facilier (Featuring Quasimodo, Facilier's Shadow Demons, Clopin, Djali, and Frollo)


 * Genie vs Ursula & Morgana (Featuring Jafar, Flotsam and Jetsam, and Cloak and Dagger)


 * Jafar & Abis Mal vs Mulan (Featuring Jafar's Dark Horsemen, The Chinese Imperial Army, Captain Li Shang, Yao, Ling, and Chien Po, Mushu, and Cri-Kee)


 * Battle For the Native Land (Featuring Governor Ratcliffe, Commander Rourke, Clayton, Mercenaries, Kenai, Koda, Rutt and Tuke, Chief Powhatan, Pocahontas, Ratcliffe's Army, The Powhatan Warriors, Kocoum and Namontack)


 * Forte vs Quasimodo (Featuring the Beast, Mulan, Mushu, and Cri-Kee)

Round 5

 * Buzz Lightyear vs Long John Silver (Featuring The Grand Councilwoman, Jim Hawkins, Scroop, Silver's Pirates, Morph, Mira Nova, Booster, and XR)
 * Milo and Kida vs Lady Tremaine
 * Pocahontas vs Rourke (Featuring Ratcliffe, Grandmother Willow, Helga Katrina Sinclair, and John Smith)
 * Timon and Pumbaa vs Alameda Slim (Featuring The Willie Brothers, Junior, and Scar)
 * O'Malley and the Alley Cats vs Cruella DeVille (Featuring Edgar, Duchess, Duchess' Kittens, and Jasper and Horace Badun)
 * Hercules vs Yzma and her animals (Featuring Kronk, The Black Bear, Sabor, The Hammerhead Shark, The Wolf, Ronno, Pegasus, and Phil)
 * Mulan and Beast vs Forte (Featuring Mushu, Cri-Kee, and Quasimodo)

Round 6

 * Kenai, Koda, and Bambi vs The Black Bear (Featuring Rutt and Tuke and Faline)
 * Maggie, Grace, and Mrs. Calloway vs Zira (Featuring Scar, Alameda Slim, Zira's Lions, Nuka, and Vitani)
 * Peter Pan vs the Queen of Hearts, Captain Hook, and Prince John (Featuring Sir Hiss, Tinker Bell, Captain Phoebus, Pinocchio, the Lost Boys, the Card Soldiers, Prince John's Army, Hook's pirates, and Alice)
 * Phoebus vs Shan Yu (Featuring Frollo, Hayabusa, and Esmeralda)
 * Robin Hood vs Pete (Featuring Little John, The Sheriff of Nottingham, The Beagle Boys, The Nottingham Villagers, John's army, and Friar Tuck)
 * Zeus vs Erik Hellstrom (Featuring Hermes, Ymir, the Chaos Lord of Ice, Hades, The Olympian Gods, and Surt, the Chaos Lord of Fire)
 * Pongo and Perdita vs Edgar (Featuring Danny and Napoleon and Lafayette)
 * Stitch and the League of Gentlemice vs Ratigan (Featuring Basil, Dumbo, Timothy, Jake, Lilo Pelekai, Fidget, Bernard, Bianca, Roquefort, Jaq, and Gus)
 * Simba vs Shere Khan (Featuring Tarzan)

Round 7

 * Hercules vs Gaston (Featuring Phil, Pegasus, LeFou, and Megara)
 * Lilo and Stitch vs Warp Darkmatter and Zurg (Featuring the Hornets)
 * Prince Naveen vs Madame Medusa (Featuring Mr. Snoops, Tiana, Louis, Ray, and Brutus and Nero)
 * Merlin vs Hades and Jafar (Featuring Archimedes, Genie, Arthur, and Ariel)
 * Beast vs Clayton (Featuring McLeach, Mulan, Quasimodo, Mushu, Ratcliffe, Ratcliffe's soldiers, and Cri-Kee)
 * Aladdin vs The Sheriff of Nottingham (Featuring Esmeralda, Djalli, Abu, and Prince John's guards)
 * Kuzco and Pacha vs Shenzi, Banzai, and Ed (Featuring Scar and the Hyenas)
 * Pooh and Friends vs Brer Fox and Brer Bear (Featuring Prince John, Pete, Tigger, Rabbit, Piglet, and Eeyore)

Round 8

 * The Mad Hatter, The March Hare, and Mr. Toad vs. Frollo (Featuring Prince John, Shan Yu, the Queen of Hearts, Captain Hook, and Frollo's soldiers)
 * Tarzan and Mowgli vs. Zira and Clayton (Featuring Ratcliffe, McLeach, Yzma, Simba, Jane, Baloo, Kala, Bagheera, Tantor, and Terk)
 * Sarah Hawkins vs. Captain Hook (Featuring Hook's pirates, and Smee)
 * Peter and Jim vs. Abis Mal (Featuring Tinker Bell, Morph, and Abis Mal's bandits)
 * Sir Ector and Sir Kay vs. Prince John and Pete (Featuring John's soldiers and The Scullery Maid)
 * The Disney Dogs vs. The Forces of Cruella (Part 1) (Featuring Madam Medusa, Brutus and Nero, Snoops, Cruella de Ville, Horace and Jasper, Edgar, Pongo, Perdita, Dodger, Oliver, Tito, Francis, Einstein, Rita, Tramp, Lady, The 99 Puppies, Pluto, Sergeant Tibbs, Thomas O'Malley, Duchess, Duchess' kittens, Colonel, and Fagin)
 * The King and The Grand Duke vs. Queen of Hearts and Shan Yu (Featuring the Queen's card soldiers, and The King's Guards)
 * The Circus Show (Featuring Stromboli, Pinnochio, Lampwick, Wendy Darling, John Darling, Michael Darling, the Lost Boys, Sarousch, Foulfellow and Gideon, Brer Rabbit, Pink Elephants, The Crows, The Evil Clowns, and Jiminy Cricket)
 * The League of Extraordinary Gentlemice vs Lucifer (Re-Match) (Featuring Basil, Jaq, Bernard, Bianca, Dawson, Felicia, Timothy, Dumbo, Pom-Pom, Roquefort, Jake, Gus, Toby, and Lady Tremaine)
 * The Disney Dogs vs. The Forces of Cruella (Part 2) (Featuring Cruella, Horace and Jasper, Madam Medusa, Edgar, Napoleon and Lafayette, Tito, Fagin, Dodger, Oliver, Francis, Einstein, Rita, and the 99 Puppies)
 * The Seven Dwarfs vs. The Horned King (Featuring the King's barbarians, Gwythaints, Creeper, Mushu, Beast, and Cri-Kee)
 * Clopin vs. Amos Slade
 * Forces of Aladdin and Hercules vs. The Forces of The Evil Queen (Featuring Pooh, Piglet, Eyore, Tigger, Roo, Aladdin, Abu, the Flying Carpet, Rabbit, Hercules, Pegasus, Little John, Skippy, Phil, Doctor Facilier, Ichabod Crane, Goofy, Esmeralda, Ratty, Moley, Lawrence, Phoebus, Donald Duck, Queen Grimhilde, the Nottingham villagers, Shan Yu, the Huns, Hayabusa, Lady Kluck, Maid Marian, the T-Rex, and Megara)

Round 9

 * Denahi vs. Shere Khan (Featuring Scar, Kaa, and Atka)
 * Bambi and Tod vs. Alameda Slim and Amos Slade (Featuring Copper, Chief, and Junior)
 * Robin Hood and Taran vs. Sa'Luk (Featuring Eilonwy, Gurgi, and Fflewddur Fflam)
 * John Smith and Pocahontas vs. Captain Hook (Featuring Ratcliffe, Mr. Smee, Hook's crew, Flit, and Meeko)
 * Escape From the Horned King's Castle (Featuring Taran, Eilonwy, Roquefort, Jaq, Gus, Robin Hood, Kida, Sykes, Roscoe and Desoto, Lady Tremaine, Morgana, Bianca, Ursula, the Horned King, Timothy, Fflewddur Fflam, the Horned King's barbarians, Sa'Luk, Creeper, Dumbo, Drizella Tremaine, Anastasia Tremaine, Orville, Bernard, and Jake)
 * Maurice vs. The Headless Horseman
 * Prince Eric vs. Marina Del Ray and Monstro
 * Peter Pan's Crew vs. Friends on the Other Side
 * The Forces of Buzz Lightyear vs. Hamsterviel and Ratigan
 * Donald and Goofy vs. Pain, Panic, Nessus, and Hydra
 * Tiana, Naveem, Kuzco and Pacha vs. The Witches of Morva

Round 10

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

Round 11

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

Round 12

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

Round 13

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

Round 14

 * Prologue
 * Mickey, Donald, and Goofy vs. Pete's Alliance
 * The Battle for Agrabah
 * Prologue (2)
 * The Titans Attack!
 * The Battle for the Sea
 * Interlude
 * The Battle for Pride Rock
 * Prologue (3)
 * Battle for the Underworld
 * Battle of Bald Mountain (Part 1)
 * Prologue (4)
 * Battle of Bald Mountain (Part 2)
 * Epilogue

Maleficent's Return
A long time ago, in a land far away, the wicked fairy Maleficent cursed the princess Aurora to an eternal slumber. Aided by the three good fairies Flora, Fauna, and Merryweather, Aurora's love Prince Philip battled Maleficent, who took on the form of a terrible dragon. The battle was fierce, but Philip, wielding a sword blessed by the good fairies magic, struck down Maleficent. It was believed that her evil had been ended for all time, but that was not the case.

In recent years, Maleficent, her soul damned to the Underworld after her death, managed to recover enough of her power to access the palace of Hades, god of the dead. Having gotten Hades' attention, Maleficent told him that she had been planning a scheme to gather the forces of darkness throughout the world to usher in a new age of evil. She only needed Hades to restore her to the land of the living to begin her plot. In return, Maleficent promised to give Hades the opportunity and power to depose Zeus, king of the gods and Hades' brother and long-standing rival. Intrigued, Hades agreed. On Maleficent's suggestion, Hades flew out to begin by striking at the Middle Eastern city of Agrabah.

Arriving in Agrabah, Hades easily dethroned the Sultan. Seeing this, the former thief Aladdin, lover of the Sultan's daughter Princess Jasmine, went to confront the evil god, but Hades destroyed the balcony Aladdin was standing on with a fireball. Thankfully, the powerful Genie cushioned Aladdin's fall by transforming himself into a couch. Jasmine joined Aladdin in the courtyard on his Flying Carpet, and Aladdin leapt on to face Hades in the air. Hades knocked them back to earth with a blast of hellfire, then started to destroy the city around them. The Genie stretched himself out like a bridge so that the others could get to safety. As Aladdin and friends fled the city, Hades claimed Agrabah for himself.

On the orders of Queen Grimhilde, who envied the beauty of the princess Snow White, the voodoo witch doctor Facilier cornered her in a field of flowers. When Facilier tried to get Snow White to come with him, she fled into the nearby forest. Giving chase, Facilier used his voodoo powers to summon terrifying illusions to torment the princess. Snow White was so overcome with fear that she fainted, allowing Facilier to take her captive.

In France, Judge Claude Frollo was invited by a famous Ringmaster to attend his circus. Though Frollo was skeptical of the idea, he decided to tolerate the request. At the same time, the flying boy Peter Pan, decided to amuse himself by crashing the circus. Seeing Pan flying about, Frollo believed him to be a witch and ordered his men to arrest the youth. Not taking kindly to Pan's intrusion, the Ringmaster also joined the fray, using his whip to attack Pan, though he evaded the attack. Knocking aside Frollo's guards, Pan chased the Ringmaster across the ring, making him trip and fall into a bucket of water, humiliating him. While Pan and his fairy friend Tinker Bell laughed at the Ringmaster's misfortune, Frollo ordered his men to throw ropes around Pan and drag him down. As Pan was tied up and dragged away to be executed for witchcraft, Tink flew away to find help.

The crime boss Bill Sykes was prowling a neighborhood, searching for an item sought by his newest acquaintance. Sykes' dogs Roscoe and Desoto were sent in to search one particular house inhabited by fellow canines Lady, Jock, and Trusty, who they threatened in an attempt to force them out. Seeing what was happening, Lady's mate Tramp lept in to face them. Tramp managed to hold his own against the two larger dogs, and it seemed that he would come out on top. However, the fight was brought to a premature end when Sykes honked his horn for the dogs to return, having found what he was looking for. Roscoe and Desoto reluctantly departed with Sykes as Tramp comforted Lady.

The master criminal Professor Ratigan, looking to take over the world of rodents, set out to bump off any small heroes who may interfere in his grand scheme. His first targets were two agents of the Rescue Aid Society, Bernard and Bianca. As Bernard and Bianca were flying on their seagull ally Orville's back through London, Ratigan and his thug Fidget pursued them in their hot air balloon. Noticing their pursuer, Bernard and Bianca attempted to alert Orville, but Ratigan managed to ram them, sending Orville plummeting out of the sky. Fortunately, the dragonfly Evinrude arrived and helped slow Orville's descent and get him back into a flying position. Angered by this, Ratigan moved to pursue them again. Feeling they were going too slow, Ratigan threw Fidget out and started peddling the balloon himself. He again managed to ram into Orville but this time, he knocked Bernard and Bianca off the bird's back. But as Ratigan soon discovered, he hadn't been paying attention to where he was going and crashed into Big Ben as Bernard and Bianca safely parachuted down.

Maleficent, ready to show the world she had returned for vengeance, attempted to take out the powerful sorcerer Yen Sid, knowing he was one of the greatest threats to her plan. Seeking Yen Sid at his tower, Maleficent instead found the sorcerer's apprentice, Mickey Mouse. Mickey donned Yen Sid's hat, the source of his great powers, to defend himself. Maleficent fired a bolt of lightning at Mickey but Mickey caught it, turned it into a ball of energy, and threw it back at Maleficent. Maleficent quickly put up a shield to protect herself, then summoned a flood to drown Mickey. Maleficent then took command of the water, thrashing Mickey around and suck him down a whirlpool, sending him to parts unknown. At that moment, Yen Sid arrived and began to use his own magic to counter Maleficent's. As he was charging up an attack, however, Maleficent blasted Yen Sid with a powerful bolt of magic. When the smoke from the blast cleared, Maleficent and Yen Sid were gone. When Goofy and Minnie Mouse, Mickey's friends, arrived, all they could find was Mickey's hat.

The Fight Back
The evil vizier of Agrabah, Jafar, an ally of Maleficent, traveled to the undersea kingdom of Atlantica to recruit the sea witch Ursula to Maleficent's side. Ursula agreed, so long as Jafar helped her to overthrow King Triton, ruler of the seas, and bring his Trident to her. Jafar gained access to the Atlantica palace where he menaced Ariel, Triton's daughter, and her friend Flounder, drawing out Triton. Triton fired several blasts from his trident, seemingly vaporizing Jafar, but Jafar then revealed himself to have simply teleported away. As Jafar shrugged off another attack and Triton realized just how powerful the vizier was, Jafar turned him into a sea polyp. As Ariel looked on in horror, Jafar departed. Ariel swore revenge on Jafar.

In a French tavern, the hunters Gaston and Percival C. McLeach swapped stories. Gaston told McLeach about his first kill, but was unaware of the suffering he had truly caused. Several years ago, the young fawn Bambi and his mom were out foraging for grass when Gaston spotted them while hunting. Gaston readied his bow and arrow, but Bambi's mother heard him and she and Bambi ran for shelter as Gaston fired and missed. As the two deer continued to run, Gaston moved in closer and took out his blunderbuss. He fired several shots with his gun, killing Bambi's mom. Bambi looked on in remorse as Gaston claimed his kill, before Bambi's father, the Great Prince of the Forest came and guided Bambi to safety. As Gaston finished his story, he showed McLeach he still had Bambi's mother's head mounted on the tavern wall, along with many other hunting trophies.

In England, the tyrannical Prince John received an envoy from Wonderland, the mad Queen of Hearts. At the same time, the outlaws Robin Hood and Little John snuck into the prince's castle in disguise, planning to steal from John's treasury and distribute it among the English villagers. Though John and his men did not recognize Robin, the Queen had a sharper eye. At first humoring the outlaws, she then ordered her card soldiers to seize them. Robin Hood tried to fight them off, but they overwhelmed him with sheer numbers, to Prince John's joy. Little John came to Robin's rescue, fighting the guards off and freeing his comrade. Robin Hood, Little John and Robin's love Maid Marian all escaped into the forest while Marian's lady-in-waiting Lady Kluck held the cards off. With a final parting taunt, Kluck also escaped.

In Paris, Frollo assigned the noble woman Lady Tremaine and her daughters to watch his deformed adoptive son Quasimodo while he was out meeting with Maleficent. However, trouble arose when Anastasia and Drizella Tremaine were repulsed by Quasimodo's appearance and mocked him, with their mother encouraging them. After enduring several days of humiliation, Quasimodo could take no more. Grabbing a torch, he attempted to chase the Tremaines out of his home. However, Lady Tremaine called his bluff and locked Quasimodo in the tower.

After secretly murdering his brother Mufasa, the lion Scar ascended to the throne as king of the African savannah. Scar was supported by his hyena lackeys Banzai, Shenzi, and Ed and the conniving tiger Shere Khan, but the Indian man-cub Mowgli didn't trust the predator. Seeing Mowgli as a potential threat to his rule, Scar ordered his hyenas to dispose of Mowgli and his caretakers, the bear Baloo and the panther Bagheera. When the hyenas tracked the three down and went to kill them, Bagheera slashed Shenzi across the face, angering her. Baloo tried to usher Mowgli to safety, but Scar cut off their escape. Baloo tried to fight Scar himself but Scar knocked him to the ground. Scar then leapt at Mowgli, but Mowgli knocked him to the ground with a stick. Taking advantage of Scar's weakness, Mowgli, Baloo, and Bagheera escaped into the jungle, leaving Scar and Shere Khan to look on in annoyance.

Returning from Atlantica, Jafar (now Sultan of Agrabah thanks to Hades), instructed the witch Mad Madam Mim to find Aladdin, kill him, and bring back Princess Jasmine, who Maleficent needed for her own purposes. Tracking the heroes down to an oasis in the Arabian desert, Madam Mim first terrified the group by morphing her face into that of a hog's before trapping Jasmine in a giant hourglass. Taking his scimitar, Aladdin tried to free her, but Mim morphed into a giant snake and trapped Aladdin in her coils. At that moment, the Genie stepped in and dropped a rock on Mim's head. Aladdin then took advantage of the distraction to stab Mim with a sword, forcing her to release her grip. Mim retreated down a hole, but Aladdin and Genie were too late to save Jasmine, as they watched her disappear under the sand. Meanwhile, Mim returned to Jafar and presented him with Jasmine, having teleported her back to Agrabah with her.

Tasked with capturing another princess for Maleficent's plot, Queen Grimhilde consulted her Magic Mirror to find a suitable prize. Told that Belle might suit her purposes, the Queen set out for the French chateau where she lived with the animalistic Beast. Grimhilde's arrival terrified Belle and the Beast's servants, but the Beast went to stop her. Before he could attack, the evil queen used magic to trick the Beast into believing that she was the Enchantress that had first turned him into a beast. Grimhilde demanded that the Beast stand down, or she would never allow the curse to be lifted. The Beast reluctantly complied, and Grimhilde departed with Belle.

Seeing the initial successes the villains were having against the heroes, Hades decided it was time to test one of his new allies against his own arch-nemesis, the demigod Hercules. Choosing the thug Pete and his army of weasels, Hades sent them to Greece, where Hercules was training with his teacher Philoctetes. Phil tried to remove Pete, but the brutish cat threatened him, and Hercules stepped into the fray, taking out some of the weasels before Pete got a sucker punch in. Holding Hercules at sword point, Pete prepared to strike Hercules down with his sword when Aladdin and his friends saw the situation, swooping in and knocking the weasels aside. As Aladdin and his pet monkey Abu prepared to fight, Pete sent more weasels after them, chucking their spears at the heroes. Evading the spears, Aladdin pulled Pete's belt off, dropping his pants. As the Genie and Abu mocked him, Pete charged Aladdin with his sword, but Aladdin tricked him into cutting the rope holding up a chandelier. The chandelier crashed down on Pete's weasels and sent them and Pete rolling out a window. Impressed by Aladdin's performance, Hercules decided to help him against their mutual enemies.

In her citadel atop Forbidden Mountain, Maleficent met with her allies, including a new face, the pirate Captain Hook. She sent her raven familiar Diablo out to search the world for groups of heroes. Returning to Neverland, Tinker Bell informed the Lost Boys about Peter's capture by Frollo, and the children set out to rescue him. As the Beast wallowed in grief over Belle's abduction, his pipe organ maestro Forte, secretly in league with Maleficent, kept him passive and melancholy with his mesmerizing music.

Having fired the Ringmaster after his poor performance against Peter Pan, Frollo recruited the puppeteer Stromboli, the con artists Foulfellow and Gideon, and the sinister Coachman to organize a new circus. The Coachman had a special idea in mind to help put on the show of the century and dispose of many heroes at the same time. In London, Bernard and Bianca responded to a summons by the detective Basil of Baker Street to join the League of Extraordinary Gentlemice, an international team including the Australian kangaroo rat Jake, the French Jaq, Gus, and Roquefort, and the American circus mouse Timothy. Basil revealed that all the rodents had had an encounter with Professor Ratigan, and he was determined to bring the criminal professor to justice with their aid. Deciding the time was right, Maleficent announced her return to the world, demanding the heroes surrender themselves. Instead, the champions of good massed to defend their world.

The Resistance Gathers
Summoned to England by the benevolent wizard Merlin, Mickey Mouse's best friends Donald Duck and Goofy were informed that Mickey had been captured by Maleficent after her battle with Yen Sid. Determined to rescue their compatriot, Donald and Goofy agreed to set out for Forbidden Mountain and force Maleficent to release her prisoner. Encouraged by the duo's loyalty to their friend, Merlin had his ally, the Fairy Godmother, conjure up a pumpkin carriage for them to travel in.

From the League's individual stories of their encounters with Ratigan (though Timothy stayed mum on the subject), Basil deduced that the professor was hiding in Lady Tremaine's manor in France. Infiltrating the estate, the mice found it guarded by Tremaine's pet cat, Lucifer. The cat appeared to be asleep, so the League tried to sneak past and search for Ratigan, but without warning, Lucifer awoke and trapped Gus under a bowl. Jake immediately rushed in to help Gus, but was kept at bay by Lucifer's claws. Timothy stepped in and got Lucifer's attention, giving Jake the opportunity to kick a nearby broom down onto the cat's head. Roquefort tried to assist, but he was tripped on a curtain. Lucifer moved in for the kill, but Basil called his bloodhound Toby in, frightening Lucifer. The mice climbed aboard Toby, who managed to chase Lucifer out the tower window. The League had no chance to celebrate their first victory, however, as they spotted Ratigan, alerted by the noise, escaping in his zeppelin. Basil sulked over the fact that his mortal enemy had escaped, and the mice departed aboard Orville empty-handed.

In the Pride Lands, the hornbill Zazu spotted McLeach driving through the jungle in his hulking vehicle. Zazu immediately flew to Pride Rock to alert Mufasa's son, Simba, who had been kept in the dark by Scar as to the true nature of Mufasa's death. Regardless, Simba was not about to be chased out of the Pride Lands, even by this unique enemy. As McLeach and his pet goanna Joanna exited their vehicle, McLeach informed Simba that he had been sent by Maleficent to either kill Simba or force him out of the savannah. Simba ordered his loyal lionesses to charge, and Joanna rushed towards them, hoping to strike at Simba himself. Before she could reach him, Simba's warthog friend Pumbaa rammed into Joanna, knocking her into a crate. As the lionesses charged McLeach, McLeach climbed back into his vehicle and fired a net at the lionesses, trapping them. As Simba charged McLeach, hoping to free his subjects, McLeach fired a rocket at Simba, knocking him off a cliff. As McLeach laughed and departed with the bound lionesses, Simba's friends Timon, Pumbaa, and his mate Nala carried the wounded Simba to safety.

On the run after Triton's defeat, Ariel, and her companions Flounder and Sebastian found the pirate Captain Hook and his crew in the Jolly Roger, anchored offshore. Eavesdropping, Ariel overheard that Hook was working with Jafar. Just then, a lookout spotted Ariel and alerted Hook to her presence. Ariel dove underwater, but Hook was afraid to follow her, not wanting to disturb the crocodile that shadowed his every move. Instead, Hook ordered his first mate Mr. Smee to drop a bucket of chum overboard. As Ariel swam away, Mr Smee tripped and dropped the chum into the water, catching the attention of the fearsome whale Monstro, who was sleeping on the ocean floor. Monstro spotted Ariel and gave chase, intending to devour her whole. Ariel swam for her life, but found her escape cut off by a colossal electric eel. Getting an idea, Ariel returned to the surface, putting Hook's ship in between her and the leviathan. Taking the bait, Monstro crashed down the Jolly Roger in an effort to get to Ariel, sinking the ship and temporarily stunning Monstro. Hook and his crew managed to get to a lifeboat and head for shore as Ariel escaped in the confusion.

As the Coachman's circus was set up in the outskirts of Paris, Frollo prepared to bring Peter Pan to the Palace of Justice to formally sentence him to death. Thankfully for Pan, Tinker Bell and the Lost Boys arrived to free him. One of the Lost Boys fired a stone at Frollo's horse with a slingshot, making it buck the corrupt judge off. Tink and the Lost Boys charged in and started trading blows with Frollo's men, driving them back. The Boys set Pan free, but were confronted by the Coachman, Foulfellow, and Gideon. Tinker Bell tricked Gideon into hitting Foulfellow on the head, and the Lost Boys delivered another blow, knocking him out. As Stromboli arrived on the scene to assist Frollo's troops, Pan, Tinker Bell, and the Lost Boys escaped back into the wilderness.

Hearing that there was another human in the jungle besides Mowgli, the human-hating Shere Khan tasked the hypnotic python Kaa with finding and killing him. Knowing the stories about the wild man's strength and fighting prowess, Kaa instead found his lover, the explorer Jane Porter, and hypnotized her, planning to devour her alive to draw his enemy out of hiding and into a situation where Kaa was at an advantage. The plan worked a little too well, as the ape-man Tarzan arrived and kicked Kaa into a branch just as he was about to strike. Switching targets, Kaa continuously lunged at Tarzan, but the agile hero dodged every time. Just as Kaa managed to surround Tarzan in his coils, he knocked a branch into Kaa's mouth. Badly bruised, Kaa retreated as Tarzan ushered Jane to safety.

The Welsh heroes Taran, Eilonwy, and Fflewddur Fflam were alerted by a prophetic vision from Taran's pig Hen Wen that the Black Cauldron, an item of immense dark power, had been found in New York by Bill Sykes. Eager to prevent the Cauldron from falling into the wrong hands, the trio set out for America, but Sykes spotted them trying to sneak into his safehouse. He called Roscoe and Desoto to deal with them. While the dogs chased after Fflam, Taran and Eilonwy managed to find the room where Sykes was hiding, demanding the gangster surrender the Black Cauldron. However, Sykes called in his mysterious client, the cauldron's owner and an old enemy of Taran and his friends, the Horned King. Taran tried to defend himself with his magic sword, but the King simply made the weapon vanish, leaving him defenseless. The King's barbarian warriors surrounded the three heroes, taking them captive. The Horned King departed for his citadel with his men, the Cauldron, and his prisoners in tow, paying Sykes handsomely for his service.

En route to Forbidden Mountain, Donald and Goofy passed through a desolate wasteland where the Hunnic warlord Shan Yu and his army had been raiding villages. Seeing the pumpkin coach passing through, the Huns quickly surrounded the defenseless vehicle, knocking Donald and Goofy to the ground and letting the carriage drive over a cliff, where it was destroyed. Shan Yu himself stepped forward and the heroes tried to defend themselves, but the warlord split Donald's sword down the middle with a single blow. Though he had the heroes at his mercy, Shan Yu decided to spare their lives in exchange for them telling Merlin that he was going to strike at China next. Donald and Goofy fled, grateful to be alive but now with no way of rescuing Mickey.

Losing Ratigan's trail, the League of Extraordinary Gentlemice stopped in Paris on Timothy's request. Sneaking into the circus, the League found the baby elephant Dumbo weeping in a corner. Timothy explained that he and Dumbo had once been close friends, keeping an eye on the youngster when Dumbo's beloved mother, Mrs. Jumbo, was performing in the circus. However, when Frollo fired the Ringmaster and began taking control of the show, he saw Dumbo's large ears as a deformity which would make Dumbo a poor performer. Frollo intended to have Dumbo put down, but Mrs. Jumbo came to her son's defense, attacking the judge. The Coachman and his men restrained Mrs. Jumbo, putting her in isolation as a "mad elephant". The entire time, Timothy saw Ratigan lurking behind the scenes, laughing to himself. Timothy suspected that Ratigan was in league with Frollo and was responsible for the attack on Dumbo and his mother. To ensure Dumbo would not be killed by Frollo, the League unanimously voted to take the elephant with them, also vowing to find a way to release Mrs. Jumbo from her imprisonment. At that moment, Evinrude arrived at the circus, delivering a letter from Hawaii asking for aid from the League. Suspecting that Ratigan may be to blame for the trouble in Hawaii, Basil mustered the League to head for the islands with renewed purpose.

As the League departed from Paris, Frollo arrived at the Palace of Justice, where he was met by Jafar, Hades, and Maleficent. Not happy to see the sorcerers and dark god, Frollo's mood sunk lower when they informed him that they had succeeded where he had failed, capturing many more heroes. Maleficent told Frollo to see that the prisoners faced "justice", warning him not to fail again. Back in the Pride Lands, Kaa returned to Shere Khan in failure. The tiger gave Kaa a warning of his own, telling him he would not hesitate to kill the python if he failed again.

In the seas on the coast of England, Ariel was at last cornered by the eels that had been hunting her since Triton's fall. Just as it seemed they would kill her, the eels were bound by a bolt of magic and Ariel was made human, allowing her to escape to shore. There, she was met by Merlin, who had rescued her, and the wizard introduced Ariel to his allies, the Fairy Godmother, Flora, Fauna, Merryweather, and Prince Philip, the legendary hero who had first slain Maleficent and whom Merlin saw as the best hope they had of ending the evil fairy's threat. Meanwhile, the injured Simba was brought by his friends into the African jungles, but they were confronted by Tarzan and his gorillas. Wary of predators since his birth parents had been killed by the leopard Sabor, Tarzan warned Simba that he and his kind were not welcome in gorilla territory. Wanting to avoid a battle, Simba left to seek shelter elsewhere.

At his citadel in Wales, the Horned King assembled Ursula, Bill Sykes, and Lady Tremaine, telling them of his plot to use the Black Cauldron to awaken an army of the dead to take control of the world. As Shan Yu began his invasion of China, the Chinese maiden Mulan decided to take her ailing father's armor and weapons, disguising herself as a man to aid the Chinese army against the Huns. In Greece, Donald and Goofy arrived in the city of Thebes, where they were welcomed by Hercules. Knowing of the demigod hero's reputation, they decided to join Hercules' team to rescue Mickey and strike back against Maleficent.

At his cottage deep in the English forests, Merlin told Ariel and the other gathered heroes of his plans to build an army of the world's heroes to stand against the forces of evil. However, he was unaware that Maleficent's raven Diablo was spying on their conversation...

Casualties of War
In the Palace of Justice, Frollo made his morning rounds checking to make sure that none of his new prisoners (including his traitorous former captain, Captain Phoebus, the puppet boy Pinocchio, the young English girl Alice, and Jane Porter's father Professor Archimedes) had escaped during the night. Satisfied, Frollo was then introduced to Maleficent's henchmen Captain Hook, Prince John, the Queen of Hearts, and Doctor Facilier, who had been sent to keep Frollo in line. Frollo was not happy to be in the company of a witch doctor like Facilier, but, hearing of Facilier's success in capturing Snow White, decided to test his new ally by sending him against an old enemy.

Back at Pride Rock, Scar and Shere Khan were surprised to find the humans Mcleach, Gaston, the cattle rustler Alameda Slim, and the poacher Clayton had driven off the remaining lionesses who were still loyal to Mufasa and Simba on Maleficent's orders. The hunters departed, leaving Scar and Khan in control of Pride Rock, though Mcleach warned the cats that Maleficent had given them permission to hunt them down if they made trouble with her human allies. Meanwhile, Quasimodo was sulking in his tower prison after the confrontation with Lady Tremaine when his gargoyle companions Victor, Hugo, and Laverne showed him another way out. Deciding he needed to check on his gypsy friend Esmeralda, Quasimodo escaped the tower and headed for the Festival of Fools, where he knew Esmeralda would be performing.

Back at Merlin's cottage, the wizard and the heroes he had assembled discussed their battle plans against Maleficent. However, Ariel was still deeply troubled by being separated from her father and having to leave Flounder and Sebastian to fend for themselves in the sea. The Fairy Godmother comforted her as Merlin and the three good fairies told her it was only a matter of time until Maleficent fell and Triton was restored. However, that time would prove to be long in coming.

As the group was tending to Ariel, Diablo suddenly flew in, heralding the arrival of Maleficent and her allies, the Horned King, the Inca sorceress Yzma, Bill Sykes, and Lady Tremaine. The fairies told Ariel to hide as they and Merlin confronted Maleficent's group. Merlin prepared to confront Maleficent, but she had laid a cruel trap for him: telling Merlin that she had turned his protege Arthur into a squirrel, she gave him the choice of either facing her or rescuing Arthur, who was being threatened by a wolf. Confident the others could stand against Maleficent without his help, Merlin disappeared to save Arthur. The Fairy Godmother tried to make the first move, but Maleficent struck first, instantly turning her to stone. Lady Tremaine then took up the Fairy Godmother's wand for herself. Maleficent's goons then lept in, attacking Prince Phillip and tying him up. Flora, Fauna, and Merryweather tried to help him but Yzma threw a potion at them which made them vanish into thin air. As Prince Phillip was finally bound, Merlin's owl Archimedes left to warn his master. Rejoicing at capturing her mortal enemy, Maleficent and her group departed, not noticing Ariel watching in horror from her hiding place.

In space, the youth Jim Hawkins was flying his solar surfer near the RLS Legacy, a ship searching for the fabled Treasure Planet, when he was spotted by the former Galactic Federation captain Gantu, who had been hired to keep the Legacy from completing its voyage. Gantu fired on the unarmed Hawkins, getting the attention of his friends aboard the Legacy, Doctor Doppler and Captain Amelia. As Hawkins dodged the fire from Gantu's ship, Doppler and Amelia armed themselves to defend him. Finally, Gantu got a good shot in, damaging the thruster on Hawkins' solar surfer, sending him plummeting down a crevasse. Gantu believed he had won, but Hawkins, thinking quickly, ground the thruster against the side of the cliff, reactivating it and allowing him to jet back to the Legacy. Taking advantage of Gantu's distraction, Amelia and Doppler fired on Gantu's ship, damaging it and forcing it to crash-land.

In Paris, Quasimodo arrived at the Festival of Fools, where the gypsies led by their king, Clopin, were performing. Quasimodo saw Esmeralda dancing, but she also attracted the attention of Doctor Facilier, who had infiltrated the Festival disguised as a clown. Facilier sent his shadow demons after her, hoping to bring her back to Frollo so he could interrogate her as to the location of the gypsies' hideout, but Esmeralda disappeared using her stage magic. Facilier spotted Esmeralda and her pet goat Djali hiding in the crowd and sent his demons after her, but the crowd helped her escape. Facilier managed to catch up, but Esmeralda threw a plate at him, stunning Facilier long enough for her to vanish again, to the amusement of the crowd. Facilier was forced to depart empty-handed as Quasimodo left to seek Esmeralda. Frollo, watching from the shadows, stewed in anger.

Approaching Ursula and her sister Morgana in Atlantica, Jafar told the two sea witches that he had a task for them as payment for his attack on Triton. He had discovered that the Genie was searching the world for heroes to aid Aladdin and Hercules, and asked Ursula to capture him so that Jafar would have access to the Genie's cosmic power. Finding their quarry, Morgana sent her pet manta rays Cloak and Dagger after him, but Genie used his magic to wrap the rays around a rock. Ursula then stepped into the battle, using her own magic to scorch the Genie's face before revealing Jafar had given her a powerful magic crystal that could bind Genie within it. Performing the necessary spell, Ursula succeeded in capturing Genie.

While Ursula was capturing the Genie, Jafar himself headed for China to help Shan Yu's invasion, bringing his lackey Abis Mal along for backup. Finding the Chinese Imperial Army, which had been mustered to face the Huns, Jafar, Mal, and a group of shadowy horsemen ambushed them in a mountain pass. Abis Mal kicked Captain Li Shang off his horse while Jafar and the horsemen rained fire down on the soldiers from above, forcing them into a retreat. Seeing what was happening, Mulan (who had managed to join up with the army) attacked Abis Mal when he threatened Shang, easily defeating the thief. Jafar then revealed himself, hypnotizing Shang with his staff. The soldiers Yao, Ling, and Chien Po tried to help Shang, but Jafar scared them off with a demonstration of his power. Jafar knocked Mulan to the ground, revealing her to be a woman. Since a woman joining the Imperial Army, especially by subterfuge, was a capital crime, Jafar convinced Shang to leave Mulan in the mountains to die of exposure. With most of the Imperial Army now under his control, Jafar and Shang departed, leaving Mulan with only her companions Mushu and Cri-Kee for comfort.

The English Governor Ratcliffe, along with the mercenary Commander Rourke and Clayton (who had been secretly working for both Ratcliffe and Mcleach in hopes of doubling his profits) sailed for the Native Lands, a region of untouched wilderness inhabited only by native tribes and animals, tasked with conquering the area for Maleficent. As the Inuit tribesman-turned-bear Kenai, his young charge Koda, and the two moose Rutt and Tuke looked on, the Powhatan tribe led by Chief Powhatan and his daughter Pocahontas rowed out in canoes to meet the visitors. Suddenly, a flare lit up the sky as Ratcliffe and his army landed on shore, ready for battle. The Powhatan warrior Kocoum charged Ratcliffe, but Rourke shot him dead with his pistol. Kenai took shelter behind a log, but Koda wasn't so lucky, being cornered by Clayton. As the hunter raised his shotgun, Kenai leapt out and knocked Clayton to the ground, giving him and Koda an opening to run for safety. Behind them, Ratcliffe gave the order to open fire, with Rourke's mercenaries using machine guns, rifles, and explosives against Powhatan tribesmen armed with bows. The Powhatan took heavy casualties and were forced back as Rourke set off a series of bombs that brought down much of the surrounding forest. Pocahontas, the Powhatan, Kenai, and Koda could only watch in horror as Ratcliffe claimed the Native Land for Maleficent.

While searching for Esmeralda, Quasimodo stumbled across the Beast's castle in the French countryside. Here, Forte was still keeping the Beast passive with his music, but Beast was starting to build up some resistance. As Quasimodo looked on, Beast and Forte began to argue about the Beast's intentions to go out and rescue Belle. Despite Forte's efforts, Beast mustered the energy to leave the castle. Having noticed Quasimodo's presence, Forte took out his frustration on the hunchback, knocking him to the ground with the force of his music and binding him to the ground with ropes made from solid sound. Forte taunted the fallen Quasimodo, telling him no one would come to rescue a deformed man like him. Unknown to the twisted organ, Mulan was approaching the castle...

Returning from their battle with the Genie, Ursula and Morgana found that they had lost the crystal containing their captive. Furious, they turned on each other, each blaming the other for losing their prize. Meanwhile, Merlin returned to his cottage, having rescued Arthur from the wolf, only to find the place in shambles and Ariel the only one unharmed. As Merlin stewed over their losses, Archimedes noticed Genie's crystal had somehow made its way into the cottage. Merlin destroyed the crystal and released the Genie, to Arthur's surprise, and the benevolent spirit agreed to help Merlin in his fight with Maleficent.

Back in Paris, Frollo confronted Facilier over his failure, vowing never to trust him, Maleficent, or any other magic-user ever again. In the distant reaches of the cosmos, Gantu returned to his master, the evil Emperor Zurg. Though Zurg was disappointed with Gantu's failure against Hawkins, he said that he had sent another agent to strike against a more dangerous enemy. Back on Earth, informed by Kaa of how Tarzan had refused Simba shelter, Scar and Shere Khan plotted to play the two against each other.

Hunted
After the attack by Gantu, Jim Hawkins traveled to the Galactic Federation's flagship where he informed the Grand Councilwoman and her top agent, the space ranger Buzz Lightyear about their rogue agent. Before they could investigate the matter further, the pirate John Silver and his pirates attacked the flagship, having been ordered by Emperor Zurg to assassinate Lightyear and the Councilwoman. Lightyear confronted Silver and his pirates as they tried to breach the council chambers, only to be knocked aside as Silver blasted away the door with his arm cannon. Telling the Councilwoman and Hawkins to get to safety, Lightyear engaged in a laser battle with the pirates, but was overwhelmed by Silver's superior firepower. Before Silver could finish Lightyear off, he was distracted upon seeing Hawkins, who was an old friend of his. Galactic Federation reinforcements came to assist Lightyear, including the rest of his space ranger team, and Silver was apprehended as his pirates fled the station, to Hawkins' dismay.

Tasked by the Horned King with capturing another princess for Maleficent, Lady Tremaine decided to put the Fairy Godmother's wand to the test in a bold attack on the lost continent of Atlantis. Confronted by the heroic explorer Milo Thatch and the Atlantean princess Kida, Tremaine easily knocked Milo aside with her wand. She then used her magic to summon a large magical coffin to imprison Kida. Mesmerizing Kida, she forced her to enter the coffin, where she was turned to crystal and locked inside. Lady Tremaine then returned to the Horned King's castle to present her catch, frustrating Morgana, who was still stewing after having lost the crystal that imprisoned the Genie.

After taking over the Native Land, Ratcliffe sent Rourke to smoke out any natives who were still resisting his army. Rourke found Pocahontas, who was seeking the wisdom of the tree spirit Grandmother Willow, and chased her deeper into the forest. Rourke's second-in-command Helga Sinclair fired on Pocahontas with a flare gun, starting a forest fire. Escaping into a canoe, Pocahontas rowed across a river to escape the flames and sought shelter in a tree, but Rourke's forces continued their pursuit. As Rourke and his caravan closed in on Pocahontas, the benevolent settler John Smith fired on a cliffside by the mercenaries, setting off a rockslide that buried the caravan. As Pocahontas thanked John Smith for saving her, Rourke snuck away, having survived.

While hunting for insects to eat, Timon and Pumbaa were being stalked by Alameda Slim, who believed they could lead him to Simba. Cornering Pumbaa, Slim tried to hypnotize him with his yodeling, but Pumbaa fled before he could be entranced. Slim sent his nephews the Willie Brothers and his pet bison Junior after the duo, but Pumbaa rammed his way through the Willies, knocking them out of the way. Junior charged in, only for Bumbaa to ram him off a cliff. As Timon and Pumbaa taunted Slim, he left empty-handed while Scar watched the whole event from afar in disappointment.

In Paris, the greedy butler Edgar captured the cat Duchess and her kittens on the orders of the corrupt socialite Cruella De Ville. Duchess' mate Thomas O'Malley and his gang of alley cats broke into the barn where Edgar and de Ville were meeting, intent on rescuing Duchess and her kittens. O'Malley leapt down on Edgar, temporarily knocking him out, before locking the door to the barn so the villains couldn't escape. Cruella's thugs Jasper and Horace Badun went to attack O'Malley, but the alley cats came to his defense, dropping a hay bale on the Baduns. Cruella chased after O'Malley swinging a pipe at him, but as she cornered him, the alley cats swarmed Cruella, knocking her back. As O'Malley tried to rescue Duchess, Edgar trapped him with Duchess in the chest where they were being kept. Horace and Jasper then chased off the other cats.

Tasked by Maleficent with killing Hercules, Yzma used a potion to transform her Inca guardsmen into an assortment of vicious animals, including a large black bear, a leopard resembling the late Sabor, a hammerhead shark, a bloodthirsty wolf, and a savage buck. Tracking down Hercules, Phil, and Hercules' winged horse Pegasus, Yzma and her henchman Kronk sent the animals after Hercules. At first, the combined attacks by Yzma's animals had Hercules on the ropes, and Pegasus was even knocked down by the buck. The deer moved in to finish off Pegasus, only for him to take to the air to escape. As Hercules recovered, the shark and wolf lunged at him, but Hercules pushed them aside. As the wolf charged again, Hercules smashed his fists into a nearby cliff, sending rocks raining down onto the shark, crushing it. When the bear tried to lunge at Hercules, the god of strength shot it with an arrow, badly wounding it. As Phil cheered Hercules on, the deer charged and rammed him, but Phil got up and rammed it back, knocking it off a cliff to its death. The wolf climbed into a tree while chasing after Pegasus, but he knocked the predator back to the ground. Hercules tossed his sword at Sabor, while Pegasus knocked an ice block down on the wolf, crushing its skull. Seeing this was going nowhere, Yzma and Kronk departed as the surviving animals retreated into the wilderness.

In the mountains near France, Mulan encountered the Beast, who told her of his search for Belle. Mulan offered to join the Beast in his quest, but when he mentioned that he had left Quasimodo behind with Forte, she changed her mind and decided to rescue the hunchback. The Beast refused to accompany her, wanting to focus on saving Belle, much to Mulan's frustration. Mulan and her companions left to face Forte alone, leaving the Beast feeling guilty. At Beast's castle, Forte was torturing Quasimodo with his melancholy music, when Mulan broke in and confronted him. Refusing to release Quasimodo, Forte used his music to conjure up images of a cherubs to fight for him. The cherubs attacked Mushu with bows and a cannon, knocking him senseless. As Mulan leapt from the balcony onto a column to evade the cherubs, a blast of Forte's music cut into the pillar Mulan was hanging from, leaving her hanging for dear life. Just as it seemed Forte had won, the Beast burst in, having decided to take action against his former servant. The cherubs fired their arrows at him and Mushu, but the Beast chased after them and crushed them in his paws. As Forte kept the Beast back with torrents of music, he cut part of the rope Mulan was hanging on to, leaving her literally hanging by a thread. Realizing that Forte's keyboard was the source of his power, the Beast pushed forward to destroy it. Mulan managed to climb back to safety and slashed the supports holding Forte to the wall as Beast picked up a piano and threw it onto Forte's keyboard, robbing the evil pipe organ of his powers. Quasimodo finally broke free from his bindings, destroying the remaining columns keeping Forte up and sending him crashing to the floor, the first of the major villains to be destroyed. As Quasimodo and the Beast made amends, the three decided to stay together to seek their respective loved ones.

As the forest fire started by Rourke and Helga spread further, Pocahontas and John Smith decided they needed to find a way to drive Ratcliffe and his forces out of the Native Lands. They were not alone, however. Finding the Inuit hunter Denahi also watching the forest burn, they discovered that he was looking for a bear that he believed had killed his brother (not knowing that his brother, Kenai, actually was the bear). While mostly focused on his quest of vengeance, Denahi agreed to help the two heroes in their battle with Ratcliffe.

While escaping from Paris, Peter Pan and his friends stumbled across Robin Hood and Little John, who were planning a raid on the Palace of Justice to liberate the prisoners Frollo still held. Eager for vengeance against the judge, Peter and the Lost Boys decided to join them. As Cruella returned to her base in an old dog pound, where many of the captured animal heroes were being held, she and her ally Madam Medusa were approached by Queen Grimhilde, who offered them a place at her side should the war turn against them.

In the depths of the Underworld, Hades' minions Pain and Panic introduced their master to several villains that had decided to cast their lot in with the lord of the dead: Scar's mate Zira, the bandit lord Sa'Luk, the evil merwoman Marina Del Ray, the twisted magician Sarousch, and the corrupt Norse god Odin. In Thebes, as Hercules told Aladdin about his encounter with Yzma, Aladdin decided that the time was right to avenge the losses of the Genie and Jasmine by striking at the heart of Maleficent's forces.

Recovering after the battle with Lady Tremaine, Milo mustered the Atlantean army and his band of loyal mercenaries to find and rescue Kida. As the League of Extraordinary Gentlemice arrived in Hawaii, they were met by the young Lilo Pelekai, who explained that her dog Stitch had been kidnapped and taken into the sewers. Suspecting Ratigan was the culprit, Basil began trying to track Stitch down. Meanwhile, on Forbidden Mountain, Maleficent gathered all of her allies to explain her master plan: using the pure spirits of the captured princesses, she would summon the Black God Chernabog, who would remake the world in his dark image, giving all the assembled villains a place at his side as the world's new masters.

Raid on the Palace of Justice
As Robin Hood and Peter Pan planned their assault on Frollo's forces in Paris, they decided to split up into two teams to stand a greater chance of success. Peter and the Lost Boys would attack the Palace of Justice where Frollo was stationed and liberate the prisoners there, while Robin attacked the English embassy, where Prince John and many of Frollo's allies were staying, as a diversionary attack to draw troops away from Peter. In space, deep in a Galactic Federation prison colony, John Silver watched as Emperor Zurg broke in and released him. Zurg informed Silver that he needed him for an attack on Earth to reinforce Maleficent's forces.

Basil and the League of Extraordinary Gentlemice investigate the sewers beneath Hawaii while searching for the missing Stitch. Lilo had followed the mice and noticed a large crib in the sewers where she thought she saw Stitch being restrained. However, as she looked closer, she found it was actually Fidget, who had somehow survived being thrown off Ratigan's zeppelin in London. Ratigan himself suddenly appeared, subduing the League and capturing all of them.

After the battle with Hercules, the black bear escaped into the Native Land, where Rutt and Tuke noticed it. The bear attacked them and they were lucky to escape with their lives, warning the nearby Kenai and Koda about the danger. Unfortunately, the maddened beast had followed them. Kenai stood up to the bear and slashed it across the shoulder, but the injury did little more than anger it. Grabbing Koda, Kenai tried to retreat to safety, but the other bear followed. Just then, Bambi arrived on the scene and attacked the predator, scoring two good hits and catching the bear's attention. Though the bear managed to knock Bambi away with a mighty swipe of his paw, Kenai and Koda used the distraction to escape across a fallen log over a cliff. As the two carefully crossed the log, the bear followed them onto it, knocking them off balance. The bear moved in for the kill, but Kenai dodged just in time, causing the bear to damage the log underneath them. Kenai and Koda managed to get to safety in time, but the bear wasn't so lucky, falling to its death in the rapids below. As Kenai and Koda looked on, Bambi departed.

Disappointed with Alameda Slim's performance against Timon and Pumbaa, Scar decided to one-up him by disposing of the cows Maggie, Grace, and Mrs. Calloway, who had been pursuing Slim since he had stolen their fellow cattle from the Piece of Heaven ranch. Eager to be rid of his enemies, Slim agreed to let Scar try, but Scar had something different in mind. Rather than attack the cows himself, he ordered his mate Zira to do the deed. As Maggie and her friends entered the Pride Lands on Slim's trail, a rainstorm broke out, causing the tracks to wash away. Just then, Zira and a pride of lions loyal to her and Scar approached, threatening the three cows. They fled, but soon found they were completely surrounded. Maggie then decided to take the offensive and rammed into a lioness, knocking her down. As Maggie was about to take on Zira, a bolt of lightning struck a tree branch which fell and broke a dam, releasing a flood of water. Zira and her lionesses retreated to high ground, but the cows were caught in the flood. Fortunately, they managed to swim to safety as Zira looked on, vowing to kill them they next time they met.

Entering the Palace of Justice, Peter Pan found that Frollo was away but his three top generals, Prince John, Captain Hook, and the Queen of Hearts, were watching over the prisoners. They soon noticed Peter, who drew his dagger and launched the attack. The Lost Boys swarmed the Palace, throwing paint cans on the Queen of Hearts' card soldiers. Captain Hook tried to sneak up on Pan and stab him with his hook, but Pan dodged, leaving Hook's hook caught in a wooden pillar. Prince John's wolf archers moved in to attack Pan, but he threw his dagger at them, pinning them to the wall. The Lost Boys managed to make it to the prison cells, breaking out Frollo's prisoners. As Hook's pirates and the Queen's cards tried to stop the prison break, Tinker Bell tackled the Queen, knocking her to the floor. With the attack a complete success, Peter escorted the prisoners to safety, with Frollo's forces in hot pursuit.

Escaping from his cell, Captain Phoebus joined the other prisoners outside as Frollo arrived on the scene. Leaping atop a prison wagon, Phoebus addressed his fellow prisoners, calling on them to stand up for their friends and loved ones and strike a blow that Frollo would never forget. Seeing the effect Phoebus' speech was having on the revolt's morale, Shan Yu leapt down from the Palace's roof to cut off the head of the resistance. Phoebus managed to beat Shan Yu with his fists, knocking him to the ground, but Shan Yu recovered and seized his sword. Shan Yu struck Phoebus and knocked him from a bridge into the river. Unseen by Shan Yu or the resistance, Esmeralda carried Phoebus to safety.

Infiltrating the English embassy, Robin Hood and Little John found that Prince John was keeping many prisoners taken from Nottingham captive in the embassy. Though Robin noticed that his old enemy, the Sheriff of Nottingham, had fallen asleep outside the holding cells, he failed to see that Prince John's new captain of the guard, Pete, had seen their attempt to sneak in unnoticed. As Little John entered the jail to break out the prisoners, Pete made himself known and called the guards in to attack Robin, led by his personal guard, the Beagle Boys. However, the guards' attention was diverted when they saw Little John and the prisoners escaping with a large amount of the embassy's treasury for their trouble. As the soldiers went to stop the prison break, Robin engaged the Beagle Boys in a swordfight, but they outnumbered and disarmed him. Seeing they dropped their guard while he was seemingly weakened, Robin recovered his sword and incapacitated the Beagle Boys. As Pete's weasels tried to stop the prisoners, Little John knocked over a wagon full of wine barrels, crushing the guards. As the prisoners got into the wagon, Robin lowered the embassy drawbridge, allowing John to wheel the prisoners towards the safety of the forest. Just then, Robin saw that a small child had been left behind and ran back to retrieve her. As he did so, braving the hail of arrowfire, Pete closed the portcullis, sealing Robin in. Robin Hood slipped the child through the bars to Little John, but was forced into a corner by the weasels. Scaling the walls, Robin was forced into the moat by the embassy guard. As he tried to join his companions, Robin was badly injured by the guards' arrows, allowing them to capture him and haul him back inside.

Eager to test his new recruits and tired of waiting for Maleficent to deliver on her promise to give him Zeus' throne, Hades decided to bring Odin to Mount Olympus with the intention of taking the throne by force. As Odin summoned Ymir, the Chaos Lord of Ice, the messenger god Hermes saw them approaching the gates of Olympus and flew off to warn Zeus. Odin used his spear to break down the gates while Hermes rallied the other gods to defend their home. The smith god Hephaestus forged new lightning bolts for Zeus to use, tossing the weapons up to his king, who used them to blast off Ymir's arm. No sooner had this happened, however, than Ymir used the snow surrounding him to reform his arm. The rest of the gods charged into battle, but Odin conjured up a tornado, knocking them from their chariots and out of the fight. With Zeus the last one standing, Odin summoned Surt, the Chaos Lord of Fire, and the two Chaos Lords combined their might to imprison Zeus in a column of lava rock. Thanking Odin for his help, Hades declared himself the new king of the gods.

With their puppies having been abducted in the early stages of the war, the dalmatians Pongo and Perdita had been using the Twilight Bark network in an effort to find them. Called to a meeting with the great dane Danny, the two dogs were informed that Cruella de Ville had taken the puppies, but no one had managed to find where she was keeping them. Suggesting that Pongo and Perdita follow Cruella's ally Edgar, they found him riding his moped through the countryside. As Edgar was trying to lose the dalmatians, he woke up the stray dogs Napoleon and Lafayette, who were sleeping nearby. Edgar rode his moped through a channel, slowing Pongo and Perdita down as they waded through it. Edgar finally managed to lose the dalmatians at a crossroads, but Pongo and Perdita then encountered Napoleon and Lafayette, who told them that they had seen Cruella taking the puppies to her mansion. The two dogs then rushed off to rescue their puppies.

Back in Hawaii, the League of Extraordinary Gentlemice regained consciousness to find themselves prisoners of Ratigan, who had organized Stitch's kidnapping as a trap to draw the League to him. He also revealed that Stitch was not a dog at all but an alien lifeform, saying that someone had asked him to capture Lilo in exchange for an unspecified favor. While Ratigan threatened Lilo, Basil took advantage of his distraction to shoot the restraints holding Stitch, allowing the alien to attack Ratigan. Stitch threw a vase at Ratigan, but he ducked under the projectile and smacked Stitch away. Ratigan then threatened to kill Lilo if anyone attacked him again, but Bianca called him a rat, angering him and distracting him long enough for Stitch to throw another projectile at the criminal, allowing Lilo to escape. Basil and the League rallied and attacked Ratigan's thugs, with Gus managing to beat Fidget senseless. However, Ratigan knocked his attackers aside and escaped in the confusion.

While Simba recovered at the oasis where Timon and Pumbaa had raised him after his father's death, he was approached by Shere Khan. Though Simba was wary of the tiger, Khan allayed his suspicions by telling him that he was working with Simba's uncle, Scar. He told Simba that Tarzan was a threat that could not be ignored, explaining that Scar's servants had discovered that Tarzan was planning an attack on the Pride Lands.

In Hawaii, Lilo and Stitch thanked the League for reuniting them. Leaving the prisoners they had taken in the sewer battle in their care, the League departed to pick up Ratigan's trail. Meanwhile, Zurg and his invasion force, including Gantu, the rogue space ranger Warp Darkmatter, and John Silver landed near Forbidden Mountain to meet up with Maleficent. Frustrated with his defeat by the League, Ratigan was met by his secret backer, the alien scientist Dr. Hamsterviel, who derided him for losing Lilo and Stitch.

Brought before Prince John, Robin Hood was transferred into the custody of the Horned King, with John wanting to make sure his greatest enemy suffered terribly under the King's tortures. Outside of Paris, Peter Pan stumbled across Jim Hawkins, who had come to Earth to collect his thoughts after the run-in with John Silver. Making friends with Peter and Alice (who had decided to stay with the Lost Boys), Hawkins agreed to join them in overthrowing Frollo. Not far off, at Robin's secret hideout deep in the French forests, the liberated prisoners mused over what to do after Robin's capture when Esmeralda brought Phoebus to them. Remembering Phoebus' courage and his inspiring words to them during the escape, the group unanimously elected Phoebus as their leader. They were not the only ones inspired by the events of the breakout, as Frollo, impressed with Shan Yu's prowess in combat, made the Hun his commander-in-chief, unaware that Shan Yu already answered to Queen Grimhilde.

Finding Cruella's mansion, Pongo and Perdita were initially disappointed when they found it had already been abandoned, but then realized they were not alone. A group of other dogs and cats, including Dodger, Lady, Tramp, the kitten Oliver, the Alley Cats, and Pluto were also on Cruella's trail after she had either taken them or their loved ones captive. The group swore to help each other in their mutual goal to see Cruella face justice. Meanwhile, in the Native Land, Bambi was recovering from his battle with the black bear when Grandmother Willow spoke to him, asking him to look after a nature spirit known as the Spring Sprite.

United We Stand, Divided We Fall
Queen Grimhilde paid a visit to the Horned King in his citadel, offering an alliance with him, but he refused, saying that the Black Cauldron had all the power he needed. Grimhilde was infuriated by this rejection and left, swearing to make the King and his allies pay. At the same time, Hades was met in Agrabah by Jafar, much to both men's frustration, as they had bad history with each other. Nevertheless, both had been ordered by Maleficent to work together in killing Merlin and cutting off the head of the resistance.

As Grimhilde returned to her castle, still stewing after the meeting with the Horned King. Her allies, particularly Facilier, told her to forget the King for the moment and concentrate on the heroes. Facilier demonstrated his powers to Grimhilde by turning his lackey Lawrence into a doppleganger of the handsome Prince Naveen, one of Facilier's earlier victims. Intrigued, Grimhilde ordered Lawrence to use his disguise to infiltrate the group of heroes joining up with Phoebus.

Foreseeing the threat posed to him by Hades and Jafar, Merlin prepared to confront them. The Genie, Arthur, and Ariel were prepared to aid him, but Merlin refused, reminding them that they were all still targets for Maleficent and telling them to stay hidden. Reluctantly, they followed his orders. Back at the Horned King's citadel, the necromancer considered going to war against Grimhilde after she threatened him. Meanwhile, on their way to confront Merlin, Jafar expressed his joy at taking revenge on the heroes, but Hades reminded him that they hadn't won yet.

In Thebes, Hercules was searching for more heroes to add to their alliance, unaware that Gaston and his partner LeFou were also there, with Gaston looking to flirt with Megara, Hercules' girlfriend. However, Megara turned down Gaston's advances, only in town looking for Hercules. Angry at the rejection, Gaston confronted Hercules and challenged the confused demigod. Sucker-punching Hercules, Gaston managed to knock the hero down. Phil called to Hercules to use his head and, taking the advice literally, Hercules charged into Gaston head-first, knocking him into a puddle of mud. The townsfolk laughed at Gaston's misfortune, and Hercules departed with Meg, leaving Gaston humiliated.

Back in Hawaii, Lilo and Stitch were just getting back to their lives when Zurg's army arrived on Earth, attacking the city. Warp Darkmatter, the vanguard of the invasion force, attacked Lilo, destroying her house with his blaster. Seeing the threat to Lilo, Stitch came to defend her, but Zurg arrived at that moment and blasted him away with his eye-beams. As Stitch recovered, Warp fired on him with his arm-blaster, but Stitch caught the energy and threw it back at the dark Space Ranger, knocking him out. Zurg ordered his Hornet robots to attack, but Stitch caught their energy beams as well, further pummeling the helpless Warp. Fed up with the stalemate, Zurg brought out a net gun and snared Lilo and Stitch with it, to Warp's relief.

In Louisiana, the criminal Madam Medusa had captured the frog princess Tiana, another victim of Doctor Facilier, intending to take her to Maleficent to use to summon Chernabog. However, Tiana's lover, the true Prince Naveen, also a frog, witnessed the kidnapping and used his tongue to latch onto Medusa's boat, following her back to her lair in an old steamship. Medusa's pet alligators Brutus and Nero caught Naveen's scent, but he wasn't alone, having brought the alligator Louis and firefly Ray with him. Showing himself, Naveen frightened Medusa, who ordered her henchman Snoops to attack the frog with a broom, only for Naveen to dodge the clumsy attacks. In the chaos, Snoops destroyed the chair Medusa was standing on. Recovering, Medusa threw a frying pan at Naveen, who dodged, but left himself open for Snoops to crush him with a book. Louis moved in to help, but Medusa retrieved a shotgun and shot the alligator in the tail. Ray charged into Medusa, knocking her down, but as Naveen managed to release Tiana, Brutus and Nero charged in to devour them. The two frogs knocked the cage that had held Tiana down on the alligator's heads, giving them a path to the exit. Medusa had recovered and tried to shoot them, but her gun jammed. As the heroes leapt overboard, Medusa managed to get the gun working again, but nearly shot Snoops as it went off. As she watched the heroes escape into the bayou, Medusa was left to vent her rage on her henchmen.

At Merlin's cottage, the Genie, Arthur, and Ariel pondered their next move since Merlin had refused their aid. However, Archimedes said that he was also concerned about Merlin and decided to take one of them with him to check on Merlin. Arthur was chosen, but since he still had to stay hidden, the Genie transformed the boy into a sparrow. Arthur and Archimedes flew off, catching up to Merlin as he confronted Hades and Jafar at an old ruin. Hades tossed a large barbell at Merlin, but the wily sorcerer teleported out of the way, blasting Hades with a bolt of ice that froze the lord of the dead. Jafar fired a blast of his own, causing Merlin's beard to grow out of control, covering his face. As Hades broke free, Merlin transformed into a goat to ram him, but Hades forced him back with a storm of fire. Merlin transformed into a mouse to escape underground, but Hades shot a bolt of fire into the hole and forced him back to the surface. Seizing his chance, Jafar imprisoned Merlin in a lamp. Enraged, Arthur tried to attack the villains, but Archimedes held him back, warning him not to make any hasty decisions.

Hearing that a strange Beast had been sighted, McLeach ordered Clayton to find it and bring back its head. Curious about the challenge, Clayton found the Beast traveling through the territory near the Horned King's citadel with Mulan and Quasimodo. Ambushing the group, Clayton tried to shoot Mulan, but the Beast charged him and knocked him to the ground, where the two struggled. As the Beast made to rip out Clayton's throat, the hunter managed to kick his opponent away. Just then, Governor Ratcliffe arrived with a battery of cannons, having been called in by Clayton as backup. As the groups engaged each other, Clayton shot the Beast in the shoulder, knocking him down. Just as it seemed Clayton had won, McLeach arrived on the scene, having come to check on Clayton's progress. However, both he and Ratcliffe soon came to realize that Clayton had been playing them both. As the poacher and the governor angrily confronted the duplicitous Clayton, the heroes managed to escape.

Searching for the escaped prisoners in a village in the French countryside, the Sheriff of Nottingham came across Aladdin, who was looking for other heroes to join Hercules' resistance movement. Thinking that Aladdin may be connected with the prisoners, the Sheriff sent his guards to attack, but Aladdin managed to outrun them. The Sheriff drew his sword to deal with Aladdin himself, only for Aladdin to nimbly dodge his attacks. More guards moved in to aid the Sheriff, only for Aladdin to knock over a stack of barrels, scattering them. Escaping over the rooftops, Aladdin managed to lose the guards, who departed empty-handed. At that moment, an impressed Esmeralda approached Aladdin, who agreed to accompany her to meet Phoebus.

Hearing from Kaa that a llama and a human had been seen wandering through the Pride Lands, Scar sent Shenzi, Banzai, and Ed to dispose of them. The hyenas found the llama Kuzco (actually the former emperor of the Incas, having been transformed and deposed by Yzma) on his own and gave chase. They soon cornered him at the edge of a cliff, but Kuzco's human friend Pacha swung in on a vine to rescue him. However, the hyenas simply dodged to the side and let Pacha pass harmlessly by. Coming back around, Pacha managed to grab Kuzco and swing to safety, but they ran into a log, unwittingly tying themselves around it. While the two were arguing, Shenzi moved in and broke the log, sending both plummeting into the ravine.

At his English castle, Prince John was eager to replace the escaped prisoners with new ones, not wanting to appear incompetent before Maleficent. Meeting with the rogue Brer Fox, John was promised that the fox and his partner Brer Bear would find new prisoners in the peaceful 100 Acre Wood, which had thus far managed to remain untouched by the war. Arriving in the woods, the troublesome duo chased after Winnie the Pooh and his friends, hoping to capture them and claim John's reward. Managing to corner the group, Brer Fox prepared to apprehend them when Pooh came up to the two villains and offered them honey. Brer Bear was tempted by the offer, to Brer Fox's confusion, sparking an argument between them. While the two were distracted, Tigger threw Piglet into a nearby tree, knocking a beehive onto Brer Fox's head. Brer Fox pulled the beehive off and threw it at Brer Bear, but the bees attacked him as well. The two ran off with the bees in pursuit while Pooh and his friends watched.

Returning to Forbidden Mountain, Jafar and Hades presented her with the lamp containing the captive Merlin. With the greatest leader of the heroes captured, Maleficent and her army prepared to step up the offensives against the remaining resistance. As Arthur and Archimedes told Ariel and the Genie what had happened, they decided they were no longer safe in Merlin's cottage. At Ariel's suggestion, they chose to seek refuge in the sea. The Genie transformed Ariel back into a mermaid and Arthur and Archimedes into fish, and they escaped beneath the waves before Maleficent's forces could find them.

While debating a suitable punishment for Clayton, McLeach and Ratcliffe also decided to join forces, since they were seeking similar goals. As a group of crows watched, Pinnochio's mentor Jiminy Cricket found the puppet boy, having escaped from Frollo's prison, being escorted back into Paris by Foulfellow and Gideon, who were telling him about the Coachman's circus. Jiminy hurried after them to stop them, while the crows curiously followed. Meanwhile, having learned about Zurg's involvement in the attacks on the Galactic Federation, Buzz Lightyear led a team including new faces such as the robot BEN, Stitch's creator Doctor Jumba and his friend Pleakley to stop Zurg's invasion of Earth.

Surviving the fall from the cliff, Kuzco and Pacha met Naveen, Tiana, and their friends. Learning that the two frogs were also trying to find a way to become human again, Kuzco and Pacha decided to join them. Returning to Thebes, Aladdin presented Hercules with the French resistance movement led by Phoebus, giving Hercules hope that they would soon be able to strike back against Maleficent. However, the group was unaware that Lawrence, still disguised as Naveen, had successfully infiltrated their ranks...

The Greatest Show On Earth
In the Native Land, Bambi, Kenai, and their friends were called together by the Forest Elders, including Grandmother Willow, the mandrill shaman Rafiki, and the voodoo priestess Mama Odie. The Elders warned the gathered animals that they had divined that Maleficent, if the captured princesses were freed before they could be sacrificed to Chernabog, she was prepared to use the ancient spirit of destruction, the Firebird, to kill enough innocents to summon the Black God. Since the Spring Sprite was the only being that could summon the Firebird, they must keep her from falling into Maleficent's clutches. In addition, the Elders had foreseen that heroes like Pocahontas, Kuzco and Pacha, and the Seven Dwarfs would play crucial roles in defeating Maleficent, but needed help against the forces of evil.

Back in the 100 Acre Wood, Pooh and the other animals discovered that their friend Christopher Robin had disappeared. Given supplies by Owl, Pooh and friends set out to find him. Meanwhile, the Disney Dogs and Cats were informed by new members Colonel and Sergeant Tibbs that they had found the hideout where Cruella and her crew were hiding Pongo and Perdita's puppies, as well as Duchess and her kittens. So informed, the animals headed to the pound to rescue their friends.

Searching for Snow White, the Seven Dwarfs were found on the road by Mama Odie, who told them that the princess had been abducted by Facilier and brought to Forbidden Mountain. The Dwarfs, along with the Forest Animals that accompanied them, immediately changed course and headed towards the Mountain. In Paris, children from all around the world, including Brer Rabbit, the Lost Boys, Pinocchio, Lampwick, and the Darling children Wendy, John, and Michael were attracted to the Coachman's circus. Catching up to the children, Jiminy tried to find Pinocchio and warn him, but was blocked by the Crows, who were wanting to watch the circus show themselves. Fed up with the Crows' antics, Jiminy left them to find Pinocchio himself. Unseen by the children, crows, or Jiminy, the Coachman and his goons locked the gates behind them to ensure none of the children could escape what the Coachman had planned for them...

Impatient with the efforts to locate the escaped prisoners, Frollo decided to set out and capture other heroes to replace them. Tasking his generals with searching the world for potential captives (especially the hidden gypsy camp known as the Court of Miracles), Frollo and his elite guard set out to break up a gathering they had heard was taking place nearby. They found that the gathering was between the Mad Hatter, March Hare, and Mr. Toad, who were celebrating their un-birthday parties. Seeing the three as easy targets, Frollo and his men apprehended all of them.

Returning to the Pride Lands, Ratcliffe and McLeach told Clayton they had concocted a scheme to punish him for double-crossing them and advance Scar's plot to play Tarzan and Simba against each other, all at the same time. To this end, Yzma and Zira arrived and explained that Scar wanted it to appear that Simba and the lions had launched an unprovoked attack on gorilla territory. To make the illusion possible, Yzma used one of her potions to transform Clayton into a lion with the appearance of Simba. With Ratcliffe and McLeach satisfied, Clayton and Zira set out. Clayton and Zira arrived at the gorilla nesting grounds with Zira's lioness militia. However, Mowgli and his friends had also arrived, seeking refuge from Scar's attacks. Thinking fast, Mowgli knocked sand into Clayton's face, stunning him. As Zira pursued Mowgli, Tarzan jumped in to face Clayton. Bagheera tried to protect Mowgli, but Zira knocked him aside. As Clayton tried to join the fray, Baloo tackled him, knocking him to the ground. Tarzan and the other heroes assembled, presenting a united force against Clayton and Zira. Realizing that they had lost the element of surprise and the battle, the lions retreated, but the job had been done. Tarzan swore that any further incursions into gorilla territory would be met with lethal force.

Tasked by Frollo with assisting Zurg by capturing the loved ones of the Galactic Federation's taskforce, Captain Hook and his crew traveled into space and found Jim Hawkins' mother Sarah at her inn. Breaking in after dark and catching Sarah off guard, the pirates took her captive and returned to Earth with their hostage.

Hearing that one of the ships in Zurg's invasion fleet had crash-landed near Forbidden Mountain, Peter Pan and Jim Hawkins set out to capture it to use as their own. Though the crash-site was guarded, the two youths found that the bumbling Abis Mal and his men were the ones tasked with watching the ship. Peter flew into the rigging and started taunting Abis Mal and his bandits. As Mal's goons tried to attack him, Peter evaded their clumsy efforts and caused them to run into each other. While the bandits were distracted, Jim knocked a spinning piece of machinery into them, bowling them over. Peter then threw a knife at Abis Mal, slicing his hat apart. Jim fired on Mal with his blaster pistol, forcing him to run for cover. Peter then used the rigging to launch himself at Mal, knocking Mal off the ship and into the water. Jim and Peter then claimed the ship and departed with it; though the ship's flight capabilities had been damaged beyond repair, it could still function as a conventional ship.

Hearing that some resistance against his rule had been assembling in England, Prince John decided to return and make an example of one of the rebellious fiefdoms, lorded over by the knights Sir Ector and Kay. As John's soldiers assaulted the castle, frightening the Scullery Maid, Kay rode in with a horse and lance. Seeing the attack coming, Pete stepped in and knocked Kay of his horse with a well-timed sword swing, knocking him into the castle's keep and causing it to collapse. John captured both Ector and Kay, bringing them back to France for Frollo to deal with.

Finding the pound where Cruella and her allies were hiding, the Disney Dogs and Cats found the group celebrating their recent successes. Breaking in, the dogs squared off against Cruella's forces, who quickly rallied to defend their prisoners. Edgar, Brutus, and Nero engaged the dogs as Madam Medusa fired potshots at them with her shotgun. During the confusion, Sergeant Tibbs set the puppies and the cats free. As Pongo broke off from the melee and tried to attack Medusa, she knocked him into a wall with her cane, stunning him. Edgar closed in and tried to stab him with a pitchfork, but Pongo ran between his legs and bit him on the buttocks. As Sergeant Tibbs tried to sneak away with the puppies, Medusa spotted them and fired on them, forcing them back. Pluto tried to help, but was injured by a shot from Medusa. In the midst of the fight, Jasper threw a bottle at a window, breaking it. As Cruella and her forces began to get the upper hand, Dodger's owner Fagin crashed through the window on his motor-scooter, knocking the villains aside. Sergeant Tibbs and the Colonel out the window to safety, while the older dogs and cats joined Fagin on his scooter as they fled the pound.

Making sure that Frollo's rule of France was undisputed, the Queen of Hearts and Shan Yu laid siege to a castle where a minor King and his Grand Duke ruled. The King's royal guard moved to defend their ruler, but the card soldiers serving the Queen overwhelmed them with their vast numbers. The Queen herself frightened the King and Grand Duke into submission, taking them as more prisoners for Frollo.

At the Coachman's circus, the children were enthralled as Stromboli introduced them to the night's main event: a magic show by the famous Sarousch. The show began harmless enough, with Sarousch performing simple tricks, but everything changed when he demonstrated his conjuring skills by calling forth the mischievous Pink Elephants. As the children watched with a mixture of fear and delight, the Elephants were joined in their performance by a group of sinister clowns. Suddenly, the true nature of the circus began to reveal itself as Lampwick began transforming into a donkey. As the children noticed what was happening, Sarousch used his magic to summon a horde of shadow demons to keep them from escaping. The children could only watch in horror as Lampwick transformed completely, screaming all the while. Alerted by the commotion, Jiminy Cricket entered the big top just as Pinocchio started to transform as well. Though most of the children had already been taken captive, Pinocchio and Jiminy fled. As the Coachman's goons gave chase, the pair lept into the river to escape them.

The following morning, Frollo looked over his new prisoners, congratulating his generals for their work. Paying them a substantial reward, Frollo then escorted the prisoners to the Palace of Justice.

The Betrayal
As the circus show came to an end and the Coachman's allies took the attending children prisoner, he introduced them to some of the other children he had taken captive since the beginning of the war, including the Australian boy Cody, the New York girls Penny and Jenny Foxworth, and many others. The Coachman explained to the children that he planned to turn them all into donkeys and sell them as slave labor to fuel Maleficent's war machine. Back in the African jungles, Tarzan told Mowgli of his previous encounters with Simba and the threat he believed the lion posed. Despite Tarzan's warnings, Mowgli was determined to confront Simba and convince him to leave the apes alone.

Having been called by Queen Grimhilde to accompany her faction in the ambush on the heroes led by Hercules, Aladdin, and Phoebus, Shan Yu left Paris, though Frollo was suspicious of the Hun's motives. Meanwhile, on Forbidden Mountain, Chernabog's spirit contacted Maleficent and Hades, asking them to hasten their efforts to sacrifice the princesses to him and bring him into the mortal world. Both villains assured him that his time was coming very soon.

Following Ratigan's trail, the League of Extraordinary Gentlemice found themselves at the Horned King's citadel, only to walk into another trap left by Ratigan. The mice found Lucifer waiting for them, but as they tried to evade their old enemy, they found he had back-up in the forms of Ratigan's pet Felicia and Lucifer's mate Pom-Pom. Pom-Pom leapt at Dumbo, stunning him as Lucifer knocked Basil down with a stamp of his paw. As Lucifer and Pom-Pom closed in on the mice, Jaq threw a button at Lucifer's nose, angering him. All three cats surrounded the League, but Basil called in Toby once again. Toby evened the odds, chasing Felicia down the hallway, giving Jaq and Gus an opening to set Lucifer's tail on fire, sending him into a panic. Felicia managed to reach a ledge, putting her out of Toby's reach, but as she hopped down, she realized one of the Horned King's guard-dogs was in the room with her. The dog tore her apart, presumably killing her. However, the noise alerted Lady Tremaine to the intrusion. As Lucifer looked on with sadistic glee, Lady Tremaine used her wand to transport the League into the King's dungeons.

Though she may have lost the puppies, Cruella was determined to get them back, and she and her gang leapt into their respective vehicles to give chase to Fagin and company. However, they were unaware that Napoleon and Lafayette had noticed what was happening and decided to intervene. As Cruella caught up to Fagin and tried to run him down, he drove into a subway station to lose her, only for the villains to follow him. Cruella and Medusa followed Fagin onto the train tracks, but Edgar made a wrong turn and came back to the surface, where Napoleon and Lafayette were waiting for him. Biting at Edgar, they managed to knock him from his motorcycle and took control of it themselves. However, the dogs soon found themselves heading for the railway, where they ran into Medusa, splitting the motorcycle and sidecar apart, while Medusa was knocked into a ditch on the side of the road. Edgar managed to get back onto the still-drivable part of his vehicle and rejoined the chase. Cruella, sick of playing games, had Horace and Jasper take over driving her truck while she climbed onto the hood. Jasper rammed the car into Fagin's motor-scooter, allowing Cruella to grab one of the puppies. As she gloated, Oliver saw what was happening and pounced on her, biting at her. Cruella threw Oliver off her, but Dodger managed to catch him. With Fagin distracted by the attackers, Tito took over driving the scooter and, seeing a train coming, drove up onto the side of the railway bridge. Cruella and her minions were not as fortunate, as the train knocked them off the bridge, though they survived. Satisfied that their friends had gotten away safely, Napoleon and Lafayette headed back to the countryside to get some sleep.

En route to Grimhilde's castle, the Seven Dwarfs found that the only road passed through the Horned King's citadel. Deciding that they had no other options, the Dwarfs tried to sneak through, but the King's barbarian warriors and Gwythaint dragons spotted them and moved in to attack. The King's lackey Creeper led the charge, only to be beaten back, shoved in a barrel, and rolled away. As the Dwarfs continued to fight the Horned King's men, they were overwhelmed and sent tumbling down a staircase. But at that moment, the Beast arrived and scared the barbarians off. As the Dwarfs tried to press their advantage, the Horned King arrived and used the Black Cauldron to send them flying back with a gust of wind. Knowing the King was too powerful to try and attack again, the Beast ushered the Dwarfs to safety with Mulan and Quasimodo. Watching them go, the Horned King strangled Creeper for failing to stop them.

Although his men believed they had located the Court of Miracles, Frollo was ready to capture the gypsies, but didn't want to walk into a potential trap. Explaining his situation to the American hunter Amos Slade, Frollo sent him in to scout the area. Slade went to the area found by Frollo's generals, where he found a gypsy wagon passing through. Firing at the wheels, Slade forced the wagon off the road, only to be surrounded by gypsies under the command of King Clopin. Slade tried to shoot him with his gun, but Clopin threw fire at his feet, distracting him long enough to retreat into the darkness. As Slade traveled further into the Court, threatened with hanging by Clopin, he came across some skeleton puppets and, startled, raised his gun to defend himself. Clopin suddenly appeared and cut the heads off from the skeletons with a sword, sending Slade sprawling back. Terrified by the experience, Slade fled from the Court, swearing not to cross the gypsies again.

Traveling through a desolate mountain range shrouded in mist, Pooh and his friends saw Aladdin flying through the sky on the Flying Carpet. Curious, they followed him to the resistance's hidden lair where Aladdin and Hercules returned from scouting the area. However, Pooh wasn't the only one who had found the heroes. Doctor Facilier suddenly appeared, revealing to the resistance how he had used Lawrence to infiltrate their ranks. As Queen Grimhilde arrived, a barrage of arrows from over the ridge sent the heroes running for cover. Facilier parted the mist, revealing Shan Yu at the head of the Hun army, ready to massacre the resistance. The Huns charged, and the heroes who could fight moved in to defend the non-combatants, with Lady Kluck and Aladdin both managing to hold their own against the Hun warriors. As Hercules confronted Grimhilde, she summoned her secret weapon: a deadly T-Rex. The heroes began to fall back with Shan Yu, the Huns, and the T-Rex in pursuit. Shan Yu caught up to Ichabod Crane and tried to slash him with his sword, but Ichabod narrowly avoided the strikes and managed to escape on his horse. Spotting Pooh and friends, the dinosaur moved to attack them, but Hercules came to their defense, picking up a large rock and hurling it at the T-Rex's head, knocking it back. Mounting Pegasus, he flew around the predator, leading it away from the innocent travelers. Confronted by Facilier, Donald Duck crafted a makeshift hand cannon and fired on the witch doctor, but missed, with the shot hitting the snow-covered mountainside, causing an avalanche. Hero and villain alike found themselves in the path of the avalanche and retreated, though Shan Yu and his Huns could not escape fast enough to avoid being buried. Though the heroes knew their hideout was lost, they took comfort in the fact that they had all survived the ambush and at least one of their enemies had seemingly been slain.

Regrouping outside the Horned King's citadel, Beast's group and the Seven Dwarfs were able to get to know each other, though Beast, Mulan, and Quasimodo were unsure if the Dwarfs would be able to fight if they found themselves in trouble again. As Clayton returned to McLeach and Ratcliffe, he reverted to his human form, though his wounds and humiliation gave his bosses reason to believe their debt had been settled. In the mountains, Pooh and friends regrouped as the avalanche subsided. Though they now recognized the danger posed by the war raging beyond the borders of the 100 Acre Wood, they knew that they could not abandon Christopher Robin and decided to continue their journey.

Though Amos Slade refused to go near the Court of Miracles again, the directions he gave Frollo allowed the Judge to move in with his army and take Clopin and all the gypsies prisoner. Finding the true Simba, Mowgli told him off for attacking Tarzan, only for Simba to deny any knowledge of the attack. Confused, Timon and Pumbaa followed Mowgli as he left, determined to get to the bottom of the matter. Unknown to any of them, Shere Khan was watching and vowed to dispose of Mowgli before he foiled the plot. With no word from the Lost Boys, Jim Hawkins, Tinker Bell, and Alice were concerned that they may have been captured, but Peter Pan insisted that they were fine and would be back soon. Meanwhile, as Shan Yu and a few other Hun warriors who had survived the avalanche returned to Grimhilde, they found Cruella, Medusa, and Edgar seeking an audience with the Queen. With their own plans in shambles, they decided to cast their lot in with Grimhilde.

In the forests, Bambi, the Patch of Heaven cows, Kenai, Koda, and newcomers Tod and Vixey, two foxes, and the rabbit Lucky Jack united to keep the Spring Sprite safe, though they couldn't help but feel that they were being watched. As the prisoners of the Horned King awaited the torture and execution that surely awaited them, they were found by the strange creature Gurgi, a friend of Taran, who freed them from their bonds. The group prepared to escape confinement and return to their friends. With Chernabog growing anxious to be given his promised sacrifice, Hades summoned a group of monsters like the Hydra, Monstro, and the Headless Horseman to give Maleficent an edge over the heroes.

Escape from the Horned King's Citadel
With the time of the sacrifice growing near, Maleficent looked over the princesses (Snow White, Aurora, and Cinderella) held in the dungeons of Forbidden Mountain to make sure that they were still safely imprisoned. Besides these three, the other princesses were held in her allies' strongholds so that none of the heroes could free them all at once. As the Horned King and his generals planned their next offensives, they were met by Sa'Luk, who had been sent by Hades to aid the King in whatever capacity he deemed necessary. Unsure of the newcomer's potential, the King tasked Sa'Luk with guarding the prisoners.

With Belle missing and no word from the Beast, Belle's father Maurice decided to go and search for her, concerned for her safety with the war brewing. Meanwhile, free from their cells but not wanting to alert the Horned King to their escape, Taran, Robin Hood, and the League of Extraordinary Gentlemice decided to split up and search for a way out without catching the attention of the guards. On Zurg's flagship, Lilo and Stitch waited for their fate when unlikely rescue came in the person of John Silver, who decided to release them from their cells. As they made their escape, Silver mused that the others would say he had "gone soft" if they found out, unaware that one of his crewmen, the sadistic Scroop, was watching.

On Pride Rock, Scar began to question Shere Khan's ability, since he had not yet participated in any of the battles himself. To show his true strength to Scar, Khan decided to attack a human village on the borders of the Pride Lands where, coincidentally, Denahi had just arrived to find recruits to drive out Ratcliffe's forces. As Khan emerged from the shadows and began attacking the villagers, Denahi and the village leader Atka rallied to drive him back. Despite the village warriors surrounding the tiger, Khan managed to inflict wounds on both Atka and Denahi in turn. Atka seized a torch and threw it at Khan, setting the brush on fire and forcing Khan to flee. However, the headstrong Denahi was not willing to let Khan get away and began throwing rocks at him. Khan charged, but Denahi saved himself by hitting the tiger over the head with his spear. Brushing the blow off, Khan retreated back into the jungle, losing Denahi. Angry with Denahi for antagonizing Khan and prolonging the fight, Atka refused to join him.

In the Native Lands, Alameda Slim approached Amos Slade, offering to go on a hunting trip with him to help him relax after his experience in the Court of Miracles. Slade agreed, and the two set off into the woods, where they quickly picked up the trail of Tod and Bambi. As Slade fired on Tod, the fox took cover under an old railroad line, and Bambi bravely drew Slim away from his hiding place. However, Tod was found by one of Slade's hunting dogs, Copper. Unknown to Slade, Tod and Copper had been friends since childhood, and Copper decided to try and draw Slade away from Tod as well. As Copper led Slade in the opposite direction, Tod climbed up the side of the railroad tracks to safety, only to be spotted by Slade's other hunting dog, Chief. As Chief cornered Tod on the tracks, Slim spotted the two of them as well and threw his spurs at a large boulder hanging over the tracks, causing it to fall. However, Tod dodged out of the way and the boulder hit Chief instead, knocking him from the tracks into a canyon. Copper rushed to his friend's side, finding him barely clinging to life. Tod and Bambi ran to safety as the hunters were distracted, though Copper watched them go with vengeance brewing in his heart.

As they explored the Horned King's citadel, Taran found his mystic sword (though he had yet to unlock its true potential). However, as Taran took the sword, he and Robin Hood were surrounded by Sa'Luk's bandit gang, the Forty Thieves. Robin drew his own sword and tried to hold the thieves off, but Sa'Luk entered the fray and easily beat down the heroes with his great strength. Sa'Luk moved in for the kill, but as he brought his weapon down, Taran raised his sword to block it, and the magic within the blade was finally unleashed, allowing him to overcome Sa'Luk. Taran and Robin fled with Sa'Luk and his bandits in pursuit.

Though the Native Land was firmly under his control, with the exception of a shrinking number of hold-outs, Ratcliffe would not be satisfied until his old enemies Pocahontas and John Smith were brought to him in chains. Rourke had already failed, and Ratcliffe was not about to trust Clayton again, so he brought in Captain Hook to find the Powhattan princess and the disloyal colonist. Finding the two on the shore, Hook fired on them with his cannons, but only succeeded in destroying some trees. Deciding to take the fight to Hook, Pocahontas and Smith boarded the Jolly Roger and began engaging the pirates. While Smith and Pocahontas' raccoon companion Meeko fought off some of the crew, Pocahontas knocked out Smee, but was then cornered by Hook. Smith intervened and engaged Hook in a sword duel, managing to get the upper hand and knock Hook down. However, Hook managed to recover and slashed Smith across the chest, grievously wounding him. As Hook moved in to finish Smith off, Pocahontas' hummingbird Flit flew into Hook's sleeve, distracting him. Getting back up, Smith managed to muster enough strength to knock Hook and Smee into the hold. The pair escaped back to shore while Hook took his anger out on Smee.

Meeting up with the League in the Horned King's innermost sanctum, Taran and Robin Hood were disturbed to learn that they still had not found an exit that was not being guarded. However, they did find the large steel cage holding a female figure. Before they could investigate, the Horned King's minions and allies stormed in, having been alerted to the escape attempt by Sa'Luk. The group tried to flee but found the King's minions cutting off all routes of escape. Things looked hopeless as the King's generals and soldiers closed in, aiming to kill the prisoners rather than risk another escape. With no other options, Taran cut the chain holding up the cage, thinking it could knock out some of the King's minions. However, as the cage broke open, the prisoner within was revealed to be none other than the Atlantean Princess Kida. Unleashing powerful and unrestrained blasts of magic energy, Kida knocked Sa'Luk from the citadel walls to his death. As Kida's powers threatened to bring the building down, both heroes and villains fled for their lives. Just as the heroes escaped to the wasteland outside, they turned to see the citadel collapse into rubble. At last, Kida managed to get control of her powers, landing next to the heroes and explaining her situation to them. Though initially frightened by Kida's power, the heroes agreed to help her return to Milo.

Though Chief would survive his injuries, Copper blamed Tod for the accident, realizing that if he had allowed Slade to catch Tod, Chief would never have been put in harm's way. As Copper swore to kill Tod himself the next time they met, Alameda Slim introduced Slade to McLeach's hunting party, telling him that they would make certain that Tod was caught. As Denahi returned to Pocahontas and John Smith, he found that Smith had been mortally wounded during the fight with Hook, and was not expected to recover. As Pocahontas promised to find a way to help Smith, Denahi swore to do whatever was necessary to conquer his own demons so he could commit himself fully to the war against Maleficent.

The Mouse Returns
While Maurice was on his way to the Evil Queen's castle to rescue Belle, he unknowingly wandered into Maleficent's territory, where a terrifying spirit was stalking him. Maurice's horse Felipe started to get scared from the spirit and got so spooked, she almost ran off a cliff the bucked Maurice off and ran away. As Maurice collected himself, the spirit revealed itself to be the Headless Horseman. Terrified, Maurice ran as the Headless Horseman pursued him. Maurice then came to the gates of a castle and entered the castle, escaping the Horseman. But he was dismayed as Maleficent confronted him and he realized where he was.

After the Horned King's castle was destroyed, Ursula met up with her ally, Marina Del Ray. Ursula planned on luring Ariel and her friends out of hiding by sen ding Marina to attack the human she loved, Prince Eric. She summoned the giant whale Monstro to sink his ship. Marina arrived with Monstro and Monstro sent a wave on the ship, splashing everyone. Eric took reins of the wheel of the ship. But Monstro smashed into the ship, knocking everyone overboard. Eric managed to grab a rope and climb back on the ship. As Eric took the wheel and started to sail away, Monstro swam up to it and smashed the ship with a slam of his tail. As the crew retreated, Eric sank under the water as Marina watched.

Facilier sent his shadow minions out into the world to collect other people's shadows to build a supernatural army for the Queen. Facilier's friends stopped by the floating ship of Peter Pan and his crew, and took control of the boy's shadow. As Peter chased after his shadow, the shadow minions attacked Peter's friends. Tinker Bell managed to hold them off with her pixie dust and started to obliterate them. But Facilier's shadow arrived and it kicked Tinker Bell to the ground. Peter Pan managed to catch his shadow and as Facilier's shadow closed in, Jim Hawkins destroyed it with a shot from his blaster. Peter then reattached his shadow.

Zurg found out that Buzz Lightyear has landed on Earth, and he sent Hamtserviel and Ratigan to dispose of them. When Buzz and his friends arrived in their lair, Hamsterviel sent out Hornets to fight them. as the two groups exchanged fire, Jumba blew up several Hornets with his blaster rifle. Ratigan then activated a device that blasted at the heroes, wreaking havoc. But Mira phased through the device, tearing out the wiring, destroying it. Doppler shot Ratigan with a blaster pistol making him shout in pain and angering him. Buzz and his friends then destroyed the remaining Hornets along with a large robot. Ratigan managed to escape in his hot air balloon while Hansterviel hid.

Donald and Goofy saw Hades's flying chariot above them and followed him straight to the Underworld believing their friend, Mickey was trapped there. But this mission would not be so easy, especially with Hades's minions watching them at every corner. Nessus charged in and Donald tried threatening him with his sword. But Nessus just punched him and sent him flying into a wall. Goofy then charged into Nesuus knocking him into a wall. The Hydra then moved in on the two. In a hurry, Goofy accidentally fired Donald as an arrow, sticking him in a wall. When Goofy pulled him out, this caused the ceiling to collapse, decapitating the Hydra. Donald and Goofy then dove into the River Styx where they freed Mickey from his chains. Pain and Panic morphed into snakes and attacked the three but were quickly overpowered as the trio escaped the Underworld.

Still searching for a way to become human again, Tiana and her friends found an old cottage in the swamp and walked inside. But then, the owners of this house, the Witches of Morva showed up and had some fun with the intruders by turning Pacha into a frog. However, the witches offered a deal for Tiana. They would turn her human in exchange for her friends. Of course she refused, so the Witches struck up a different deal, one they believed was impossible. Unless they found a way to change back normal without their help, the Witches would keep them all as frogs and eat them. They turned Pacha back into a human and departed.

Buzz Lightyear and his team turned Hamsterviel into the Galactic Councilwoman. But Hamsterviel vowed to be back someday.

The Coachman and his minions brought in all of the animals which they would sell off after their next big show. But their plans were discovered by Lilo and Stitch who now needed to find help.

Hades found out Mickey Mouse escaped.

Maleficent held a meeting with Hades and Jafar discussing plans to unleash the Firebird. But there was a catch. Only one being had the power to reawaken it from its eternal slumber: the Spring Sprite.

Robin Hood and his friends met up with Aladdin and Hercules' army and rejoiced in celebration.

The League of Gentlemice who had temporarily split from Taran's group came across Pongo and Perdita's team of dogs and asked them to join forces. While the dogs for the most part seemed to accept them, some of the cats might have had some reservations.

Ratigan retreated to the Evil Queen's castle where Facilier used his magic to bring him to human size.

The seagull, Scuttle eavesdropped on Ursula and Morgana's successful plan to take Prince Eric hostage. Scuttle immediately ran to find Ariel, completely unknown that that was what the villains were hoping for.

Zurg heard about John Silver freeing Lilo and Stitch and was enraged with him. Silver tried to bail out of the alliance, until Zurg reminded him that if he didn't obey, Jim would get hurt.

Part Ten
The Horned King, Lady Tremaine, and Sykes returned to Maleficent's castle after his was destroyed. Maleficent was furious over their failure and decided on what to do with them.

Hercules, Aladdin, and all the other heroes in their faction decide to spread out in order to find more heroes who would join their quest to stop the villains.

Flotsam and Jetsam had finally found Ariel and her friends and told them that Prince Eric was in trouble. Though the others believed this to be a trap, Ariel was determined to rescue the prince no matter what.

Jafar left Madam Mim in charge of the palace while he was out serving Maleficent. With the palace guards and Shang under the control of her spells and her newest ally, Willie the Giant, she was well prepared for any attack.

With Pinocchio gone for a while now, Gepetto set out to go search for him, While he was gone, he left Figaro and Cleo under the supervision of the pet sitter, Aunt Sarah.

While Figaro wandered around looking for some food, the two Siamese cats, Si & Am, were in the area and decided to look for some food for themselves. Their target: Cleo. They started to pull the mat that Cleo's bowl was on, making it move. Cleo grabbed the bowl with a hook attached to his tail but Si & Am stopped sending, Figaro into the bowl and the bowl off the table. As Si & Am closed in, the Disney Dogs arrived and chased Si & Am off.

Ursula saw Ariel and her friends coming to save Eric and prepared to attack them with her undersea battalion.

The Queen looked through the Magic Mirror for any heroes who could threaten her rule, and the Mirror singled out Mickey. Eager to put his new human size to the test, Ratigan was determined to go out and fight the smaller rodent. Mickey drew his sword but Ratigan smacked him to the ground. Ratigan then rang his bell and revealed that he had tamed the T Rex as he unleashed it on Mickey. As the T Rex lunged at Mickey, Donald and Goofy used a pulley system to lift Mickey into the air while dropping a large object on the T Rex, killing it. Mickey then jabbed and slashed Ratigan with his sword, leaving him flinching in pain. At that moment, Shan Yu arrived with his Huns and rescued Ratigan, escaping with him.

While Beast and Quasimodo were out on their quest, the Beast's servants and the gargoyles watched over the castle. But when a band of thieves led by Abis Mal stopped by for a little looting, the castle's inhabitants worked to drive them away. The castle inhabitants ambushed the gang and unleashed all forms of attack on them, beating them, pelting them with objects and the wardrobe even dropped herself on a few looters. One of the gargoyles dropped a brick on one of the looters and as they moved in again, another gargoyle dropped a chandelier on them. Lumiere then sneaked behind some looters and burned them. Another gargoyle chewed up pebbles and spat them at Abis Mal, making him jump around avoiding them. As the looters cornered the leg rest, they were confronted by the oven and knives. The looters ran out of fear. Cogsworth then arrived with a Naopleon hat and a pair of scissors. He slid down the railway and jabbed Abis Mal with the scissors, sending him flying. The looters retreated as the castle inhabitants celebrated.

Now that Jafar was gone, Jasmine found an opportunity to escape by snapping Shang out of his hypnotic state and helping him to break out. But the witch was more than ready to stop them in their tracks with Willie and the hypnotized guards. Yao, Ling and Chien Po rushed to Shang's aid and started to brawl with the guards. Meanwhile, Willie chased after Shang and Jasmine but Yao shot an arrow at Willie, distracting him. Mim then turned into a rhino and charged into Shang. Jasmine managed to escape but Shang remained unconscious and in Mim's captivity.

While walking along the shoreline, Kida spotted Prince Eric under Ursula's control and the seagull Scuttle trying to snap him out of it to no avail. Kida used her Atlantean technology to break Urusla's spell, bringing Eric back to his senses.

Ursula and Marina Del Ray had ambushed Ariel and her friends and were ready to take them. Marina's electric eels chased after Arthur as he swam away while a shark attacked Ariel and Flounder. The Leviathan then arrived on the scene and Genie blasted it with his magic but it was completely unfazed. The Leviathan blasted Genie, sending him hurtling away. As Ursula's minions closed in on Ariel and her friends and Ariel faced impending death, the Atlantean army arrived as the battle had been taking place right next to the entrance to Atlantis. Ursula tossed magical orbs at the Atlantean vessels, destroying several of them. As the shark continued to chase after Arthur, Ursula prepared to kill Ariel. Just as Ariel was about to die, Eric arrived with Scuttle and Kida and threw a harpoon at Ursula, cutting her arm. An Atlantean vessel then blasted Ursula, knocking her into a wall. As Eric swam to the surface, Ursula sent Flotsam and Jetsam after him and they dragged him back underwater. Sebastian and Flounder attacked Flotsam and Jetsam, forcing them to release their hold on Eric. As Kida swam towards Eric, Marina tried to intercept her but Kida tossed her onto the ocean floor and pulled Eric to safety. As Arthur grabbed a spear to defend himself against the shark, the shark came at him again but trapped itself in a metal hole. As more Atlantean vessels moved in, Ursula blew one up with her magic. As the Atlantean vehicles clashed with the Leviathan, a vessel fired a blast just as Genie blasted the Leviathan, destroying it. Ursula fired off another spell, scattering the Atlanteans and knocking Milo out of his vessel. Ursula then blew up Milo's vessel, knocking him back. Ursula then knocked Milo's friends away with her tentacle when they tried to help him. Ursula knocked Milo down with another magical ball but as she was about to finish him off with the trident, Kida came at her from behind and attacked her but Ursula quickly threw Kida to the ground. But as Ursula was about to do them all in, Vinny took out a stick of dynamite and threw it at the rock ceiling, making a rock fall on Ursula. Ursula just threw the rock off and prepared to attack again but Genie blasted her with his magic. The entire group then escaped, much to Ursula's fury.

Pinocchio and Jiminy Cricket finally returned home only to find the place completely abandoned.

Jafar, outraged by Jasmine's disappearance, took his anger out on Shang by sentencing him to death and tossed him from a cliff.

Jasmine along with Ling, Chien-Po, and Yao managed to avoid Mim's forces and successfully made their escape. But not before a heartfelt goodbye between Jasmine and Rajah.

Meanwhile, Shang had miraculously survived his long fall.

As Pocahontas tried to help John Smith recover, the Spring Sprite showed up and used her magic to heal him. But the minute she left, Hades arrived having just missed her, and sent his minions to take care of those in his way.

Meanwhile, Clayton entered the Evil Queen's castle in the hopes of joining her faction. He then requested that Cruella and Madam Medusa join him in his own hunting spree to rival McLeach's, which they gladly accepted.

Hades finally found the Spring Sprite and attempted to capture her for his plans to awaken the Firebird. Hades tossed a fireball at the Spring Sprite but she dodged it as she ran away. Hades continued to throw fireballs as the Spring Sprite kept avoiding them. But eventually, one of Hades's fireballs hit their mark as the Spring Sprite was knocked off balance. Hades then grew to giant size and grabbed the Spring Sprite in his hand, finally capturing her.

McLeach and Ratcliffe held a meeting discussing whether or not they should merge alliances. As they drove off to consider their merge, McLeach had an accidental run-in with the strangest looking koala bear he ahd ever seen, who was really Stitch. As McLeach shot at Stitch, Stitch dodged each shot. Joanna came after Stitch and after a brief scuffle, Stitch climbed onto McLeach's half track and started to play with the controls. McLeach shot at Stitch again but Stitch managed to pull a blue Punch Buggy out of nowhere and smacked McLeach down with it. Stitch then ran off as McLeach recovered.

While Pooh and his friends were on their quest for Christopher Robin, they came across Dr. Facilier who struck up a deal that he could lead them to their friend. However they remembered him from Aladdin and Hercules's battle and didn't trust him, so he attempted to capture them himself. Facilier used his voodoo powers to conjure up surreal images to attack Pooh and his friends such as terrifying living trees and skull faces. As Pooh and his friends ran, Facilier called his shadow minions to chase them. As Pooh and friends ran, Facilier's shadow cut them off but before it could do anything, Princess Jasmine pulled them behind a tree. As they hid, Facilier lost them and departed. Pooh and his friends then decided to join up with Jasmine.

Prince John was furious that his minions were not getting enough done. So he decided to lead an attack that would strike a massive blow to the heroes. And he chose to attack the very hero who outsmarted both Pete and the Sheriff, Aladdin. The Sheriff shot an arrow at Aladdin while he was riding on the Magic Carpet, knocking them off. Prince John then ordered his minions to attack. Aladdin then grabbed a walking stick and used it to fight off Prince John's guards beating them and the Sheriff back. Abu tried to intimidate the Beagle Boys with a a sword but was subsequently scared off when they revealed their assortment of weapons. As Abu ran, Pete grabbed him and threw him in a jar. Aladdin desperately held out against the Sheriff but the Sheriff managed to cut his stick in half. The Magic Carpet then intervened and knocked the Sheriff down. Prince John then personally entered the battle and slashed Aladdin with a sword. Prince John's guards then tied up Aladdin and managed to capture him as Pete grabbed the Magic Carpet and tied it around a post. Abu watched helplessly as Aladdin was captured.

While Aladdin was kept busy, Jafar prepared to strike a blow to the heroes's other leader, Hercules. The sorcerer took Megara hostage and transformed into a giant snake to fight Herc. Jafar bit at Hercules but he rolled out of the way. Jafar tried to bite again but Hercules punched him in the face. Hercules ran for his sword but Jafar bit at him again. But Hercules caught his jaws and kept them pried open as he forced Jafar back. Hercules then got hold of his sword and mounted Pegasus to attack Jafar. As he dodged Jafar's bites, Hercules slashed Jafar with his sword. Realizing that the hero was too powerful, Jafar took a different approach. He brought Meg back into the picture and turned back into his human form. As Hercules got off of Pegasus, Jafar said that he would free Meg and ensure she wouldn't get hurt if Hercules surrendered his demigod strength. Hercules agreed and gave up his strength as Jafar freed Meg. Jafar then departed.

Cruella, Madam Medusa, and Clayton rushed into the forest for their hunting trip. But they didn't really expect most of them to fight back. Bambi and the other forest creatures were there to drive the humans away. But with an entire gang of poachers and also the Evil Queen's pet wolves, this wouldn't be easy. The wolves came rushing at the deer but Bambi leaped into the fray and charged at the wolves, knocking one down. Madam Medusa sent Brutus and Nero out but Todd confronted them. Madam Medusa shot at him, but Todd dodged and the shot hit Brutus. As Medusa ran into the fray, Lucky Jack punched her in the face. Jasper then stepped in and hit Lucky Jack with a stick. He then swung at Buck but Buck jumped over each swing. As Horace intervened, Buck kicked him into a wall. Clayton then brought in his team of poachers to aid them. The wolves attacked Kenai and Kenai threw one of them against a tree. The wolves then ran off. But Clayton's poachers got out some ropes and started to tie down the cows and Buck but Buck managed to wrench himself free. Kenai hid Koda in a hole as he went out to fight. Madam Medusa shot a trap nearby that got Kenai hanging from a tree by his leg as Snoops pulled him up. Todd and Vixey huddled into a corner as the poachers threw a net over them. Bambi ran in to help and jumped over a cliff but Clayton shot him in midair, causing him to land ungracefully. As Bambi struggled to get back up, Clayton and his crew closed in.

Hades forced the Spring Sprite to release the Firebird... and all Hell broke loose. Back down in the forest, Koda freed Kenai from the tree and both began to run off. As Clayton was about to finish off Bambi, the Firebird emerged. Clayton and his hunting team retreated in fear as the Firebird unleashed its destructive power on the froest. The animals ran from the lava, fire and smoke the Firebird released. The Great Prince of the Forest arrived and urged Bambi to get up as the two ran from the fire. The deer escaped from the fire by jumping in the water as the Spring Sprite looked in horror over the destruction. Hades then departed.

Hades brought the Firebird to Maleficent and Chernabog as their plans were moving along very well.

Pinocchio and Jiminy Cricket received a letter saying that Geopetto had been swallowed by the whale, Monstro.

Jasmine and her friends met with Hercules's alliance only to learn that Herc's demigod powers were gone and Aladdin had gone missing much to her dismay.

Lilo and Stitch sneaked into the circus and attempted to rescue the captured children. But she wasn't given enough time when Sarousch showed up. But she promised to come back for them.

Ratcliffe and McLeach's men merged alliances.

With the return of his lioness pride (freed by Stitch), Simba prepared to strike against Tarzan.

Timon and Pumbaa met up with Mowgli as the three of them teamed up to put a stop to Tarzan and Simba's rivalry.

Milo, Ariel and the others who survived the undersea battle decided to keep in contact with one another.

Kuzco and Naveen's group bumped into Rafiki who told them of a way they could be human again, and they eagerly followed him. But the Witches of Morva weren't about to let that happen.

Meanwhile, Frollo had had enough of Maleficent and plotted to condemn her to Hell. But his rant had not gone unheard as Diablo was listening in.

Part Eleven
Terk and Tantor were out searching for their friend Tarzan when they accidentally stumbled across the forest which was decimated by the Firebird. As they looked over the damage, Koda, the Spring Sprite, and the other animals headed out to find their friends who had been scattered in all of the chaos. Terk and her friends decided that it was best for them to move on as well.

Meeko and Flit found Pocahontas and John Smith imprisoned (following the encounter with Hades) and tried to rescue them. But their efforts were interrupted by the sudden arrival of McLeach and his hunters.

Hades received a surprise visit from the Fates and Emperor Zurg predicting the rise of the Titans once the planets align. And Zurg was going to be the one to align them.

Tarzan entered the temple of King Louie looking to interrogate him about any human attacks in the jungle. Right at that moment, Rourke came along to cause trouble and hopefully kill the ape-man. Tarzan confronted Rourke directly and proceeded to give him a beating and even disarmed Rourke of his gun and pointed ti at him. Tarzan then smashed the gun and threw it at Rourke, knocking him down. Tarzan tried to punch Rourke again but Rourke caught the punch and nailed Tarzan in the gut. Jane tried to run in and help but Helga kicked her to the ground. King Louie's monkeys came in with a battering ram and used it to knock Helga down. Terk and Tantor then arrived to assist Tarzan. Rourke then used his trump card: he set off explosives he had laid on King Louie's temple, destroying a support column. King Louie rushed and held his temple up as it collapsed around everybody. Rourke and his men departed as did Tarzan and his friends. King Louie found himself unharmed as his temple had collapsed but the portion he was holding remained unscathed.

Scar and Shere Khan wanted to kill Timon, Pumbaa, and Mowgli before they could warn Simba and Tarzan about their plan. When the two of them couldn't agree on anything, Kaa took matters into his own coils and decided to get rid of them himself with the help of a leopard, Sabor. Sabor ambushed Timon and Pumbaa and chased after them. As he pursued Timon, Pumbaa charged Sabor from out of nowhere, knocking him down. As Sabor recovered, the two ran and Sabor chased them again. Sabor eventually cornered them, but Timon noticed cracks in the ground Sabor was standing on and jumped into them. As Sabor slashed at Timon, Timon knocked down the supports holding the ground, up sending Sabor falling into the ground. Timon pulled himself out of the ground and he and Pumbaa departed as Kaa looked on in annoyance.

Foulfellow planned to lure in more kids to their circus to turn them into donkeys and sell them off. So they sent out their newly acquired circus bear, Lumpjaw to scare them there. The massive bear found boy named Peter and his animal friends walking through the woods. But what neither of them expected to see was the Chesire Cat. Lumpjaw moved towards Peter, knocking down trees in his wake. As Lumpjaw charged Peter, his duck friend ran while his woodpecker friend went to fight Lumpjaw and punched him in the face. But Lumpjaw punched the woodpecker, sending him flying back. Lumpjaw then roared at Peter sending him and his cat friend running. Lumpjaw then picked up a large rock and ran at Peter but his woodpecker friend punched Lumpjaw in the face to knock him down as the rock landed on Lumpjaw's head. The Chesire Cat then taunted Lumpjaw, making him angry. The Chesire Cat turned himself invisible and started walking on the ground. Lumpjaw chased after the Chesire Cat, tearing trees and rocks out of his way and lunged at the Chesire Cat but he was gone. The Chesire Cat then re materialized back in the tree. Peter and his friends then escaped while Lumpjaw was busy.

Sarousch was determined to find the puppet boy who escaped from the circus during their last show. Using his magical powers, Sarousch brought a Jack-in-the-Box to life and sent it out to recapture Pinocchio. At the same time, Skippy and his friends had wandered off to play. Skippy was practicing with his bow and arrow and hit the Jack in the face with an arrow while it was threatening Pinocchio. This angered the Jack prompting it to draw its sword. Skippy drew his toy sword and clashed with the Jack and got it angry enough to throw the sword away and charge at Skippy. But Skippy whacked its nose, stunning it. Pinocchio and Jiminy took the chance to run but the Jack chased them. As Pinocchio reached the edge of a cliff and tied his donkey tail around a rock, the Jack caught up and lunged at Jiminy but Jiminy dodged and the Jack smashed into a rock. While the Jack was dazed, Pinocchio and Jiminy jumped off the cliff into the water below.

Maleficent paid McLeach a visit and told him to keep Frollo distracted and keep his focus on destroying the heroes instead of her to which he agreed to do.

Pinocchio had landed at the bottom of the sea in search of the whale, Monstro and his father Gepetto. Little did he know that two eels, Flotsam and Jetsam, were following him.

Meanwhile, Aladdin and all the other prisoners in Frollo's jail discussed a breakout plan.

With Frollo obsessed with destroying Maleficent and Captain Hook and the Queen of Hearts growing tired of him, Gaston and Amos Slade arrived sent by McLeach to keep an eye on him. Gaston suggested that he lead his army to destroy the Beast and his allies, and also that Quasimodo had joined him. Frollo lead his allies into battle against the group of heroes. The Beast threw a rock at Hook's pirates, scattering them and then got into an encounter with the Queen of Hearts as she straightened a bird's neck and used it to beat at the Beast. Lefou cornered Mushu and threatened him with a torch but Mulan intervened and sweep kicked Lefou, knocking him down. Mushu then burned Lefou with his fire breath, sending him sprawling. Gaston then came after Quasimodo but the Beast rushed in to help and struggled with Gaston who was wielding a club. But Quasimodo entered the fray and knocked Gaston down. Mulan then confronted Amos Slade and argued with him. Grumpy entered the fray but Slade was angered and pointed his gun at the dwarves. But Sneezy sneezed which knocked Slade's gun in the air as he fired, wrecking his hat. Hook the confronted Mulan as he swung his sword at her but Mulan dodged the swing and swung around on a rope and kicked Hook, sending him flying into a wall. Frollo then personally entered the fray and threw a cloth at the Beast but he shredded it with his claws. Frollo's archers then fired arrows at the Beast, injuring him, then the Queen of Hearts swung her bird at him, knocking him down. Frollo then took out a dagger and tried to stab Quaismodo but Quasimodo grabbed his arm and held him back. As the two struggled, Quasimodo finally gained the courage to stand up to his former master and threw Frollo back against the wall, gaining a hold of the dagger. Quasi then called Frollo out for all of the cruelty he subjected him to all his life as he and Mulan moved to protect the Beast. As Frollo's archers prepared to fire, a blast of magic appeared that teleported the heroes away and as Frollo saw in fury, it appeared Maleficent was responsible.

Maleficent, still furious over the Horned King and the Evil Queen's rivalry decided to pair the two up on their next mission.

Madam Medusa called Sykes telling him that both of their alliances will be forced to team up.

Rafiki lead Kuzco and Naveen's group (or Team Human again as they were now called) to Yzma's hideout. But before they entered, Rafiki asked one little request. If they found a lamp in her lair, then they must rub it.

Slim said he knew of a shady dealer who could sign a permit allowing the hunters to legally hunt any animal. But on his way, he happened across a small town where Maggie, Grace, and Mrs. Calloway (separated from their friends after the Firebird's destruction) were at. But also there were the town's local sheriffs. Panchito and Jose pulled a rope triggering a mechanism that scared away Rico's horse, knocking him on the ground. Slim then charged in on his bison, knocking Jose down. Slim's bison charged towards Pecos Bill but Bill's horse knocked the bison away. Pecos Bill then shot Rico, knocking him down. Pecos Bill then beat the Willie Brothers down as they ran at him. Panchito then swung a red cape at one of the Willie Brothers as he rushed in with a shovel, dazing him. Slim then came at Panchito and Jose with a hot poker but they raised a vase to block him and when he did eventually break it, they took out guns and shot at Slim, knocking him down. As the cows and Pecos Bill closed in, McLeach arrived in his half track, allowing Slim to escape as the heroes looked on.

The Evil Queen and the Horned King began awakening the Cauldron Born to go to war against Hercules's forces. Once the epic battle began, on the other side of the war, the League of Gentlemice and the Disney Dogs had their hands full keeping the other villains at bay. The Cauldron Born emerged out of a river and swarmed Ichabod Crane, killing him as the other heroes looked on in horror. The Horned King's barbarians attacked Phoebus with one throwing at ax him which he ducked. Shan Yu then confronted Taran who engaged him with his sword. Lucifer chased after Bernard and Bianca but Jake jumped onto a clothesline and launched a bra at Lucifer, knocking him into a wall. Edgar then went after Bernard with a pitch fork, poking at him. As Cruella drove on to the battlefield in her car, Thomas O'Malley and Dodger jumped onto the front of her car and made faces at her. This distracted Cruella long enough for her to crash her car in a snow drift. The alley Cats then swarmed Edgar, attacking him all at once. Lady, the Dalmatians and Dumbo then confronted Roscoe and Desoto. Desoto kicked Dumbo, knocking him down. Timothy Q then became angry and confronted the dogs as Roscoe moved in on him. But Figaro slashed Roscoe on the nose, sending him recoiling in pain. The two then charged in but Pluto intercepted them and began to fight them. As the fighting continued, the Cauldron Born arrived on the scene. Terrified, all of the animals retreated as Ratigan looked on. Cruella then managed to get her car out of the snow drift and drove back into the action.

With the "threat" of Tarzan looming near, Simba takes it upon himself to rid the land of any humans. He and Nala find Ratcliffe's encampment and try to drive them off. Shocked to see the lions, attacking them, Ratcliffe orders his army to kill Simba and Nala. Simba jumps straight to Thomas, causing the young fellow to miss his shot and instead fires below Ratcliffe's legs, much to to Ratcliffe's frustration to Thomas. Ben then attempts to hit Simba with his gun, only to be haulted by Nala. Ratcliffe then blasts a canon ball straight into Nala, stoping her, while at the same time, fires several dynamites and explonsions, so that will distract Simba. Ratcliffe then slashes the distracted Simba with his sword, injuring the lion. Ratcliffe and his army then move straight into them to finish Simba and Nala. However, Simba and Nala retreat.

Kuzco's group made it to Yzma's lair to find a way to change back to human. But she was one step ahead of them and took the potion out of their hands. To make matter worse, the Witches of Morva turned back on their deal and tried to destroy the heroes anyway. The Witches turned Kuzco into a frog as Yzma summoned the Inca royal guard. As the Witches fired a magical blast at Pacha, he ran out of the way and it hit the guards turning them into animals. As Yzma's animal guards attacked the heroes, the Witches charged after Pacha who knocked over some potions to stun them. The heroes then saw the lamp Rafiki had mentioned and lunged fir it as Yzma did. Naveen grabbed it with his tongue and rubbed it, releasing Merlin. Merlin turned one of the Witches of Morva into a squirrel and before they or Yzma could do anything else, he teleported away with the heroes.

The Evil Queen and the Horned King continued their assault of the heroes. Taran continued to clash blades with Shan Yu but found Shan Yu overpowering him. As Shan Yu prepared the killing blow, Taran blocked with his sword that unleashed a magical blast, knocking Shan Yu back. The Horned King then personally entered the battle and moved to attack Jasmine but she grabbed a glass of wine and splashed it in his face, stunning him. Doctor Facilier then arrived with a Gwythaint and sent it after Rabbit as he ran and hid behind a tree. Robin Hood and his friends shot arrows at the creature as it came around for another pass, killing it. Madam Medusa shot at Mr Toad but missed as he ducked. Yao, Ling and Chien Po fired rockets just as Madam Medusa was about to fire again, blowing her gun up in her face. Mickey, Donald and Goofy then engaged the Horned King's barbarian soldiers but a member of the League of Gentlemice intervened, sending boulders on the barbarians. Morgana and Lady Tremaine cornered Esmeralda but before they could kill her, Phoebus cut a rope, which released a plank that smacked into Morgana, sending her into the water. Esmeralda's goat then attacked Lady Tremaine's daughters Drizella and Anastasia and knocked them down. Lady Tremaine then fired a magical blast that burned Phil and then fired another one that scattered Yao, Ling and Chien Po. She then fired yet another blast that sent Lady Kluck and Goofy flying. As the heroes started to retreat, Ratigan slashed Phoebus in the back, knocking him out. As things were looking hopeless, Hercules arrived but one of the barbarian soldiers punched him, knocking him into a pillar. The heroes then slumped down in defeat.

The time had come for Scar and his allies to carry out their plan. Their ultimate goal: murder Kerchak and frame Simba for the crime. Shere Khan charged at Kerchak but he grabbed Khan and threw him back. Scar then lunged at Kerchak while he was off guard, knocking him down. Kerchak got back up and attacked Scar, pinning him to the ground. He then charged at the others but Zira slashed him as he charged, knocking him to the ground. Scar then ordered the Hyenas to kill him and they pounced on Kerchak. However, Timon, Pumbaa and Mowgli heard and witnessed their evil plan as Timon and Pumbaa rushed in to help Kerchak and attacked the Hyenas. They then tried to attack one of Zira's lionesses but she scared them with a roar and Shere Khan swiped them with his claws, knocking them into Kaa's coils. As Mowgli tried to escape, he was cut off by the Hyenas and Kaa used his hypnosis on Mowgli as Shere Khan and Scar looked on in victory.

After the mission, Shere Khan found Simba warning him that Tarzan would be coming after him very soon. The Lion King prepared to go to war.

Prince John sentenced Aladdin to be executed in the courtyard.

The Coachman and his circus posse set up the tent for their next big show which he promised would be the last the children would ever witness.

Denahi saw an eagle flying over him and believed him to be the spirit of his deceased brother, Sitka. Denahi grabbed his spear and followed the eagle wherever he flew.

The Beast and his friends were transported near the Evil Queen's castle by Maleficent. But in reality, it was actually Mama Odie in disguise who rescued them from Frollo explaining that she took this form to trick the judge into fighting against Maleficent. Now that they were close to the Queen's castle, Beast and his allies prepared for their big showdown.

Under the sea, Ursula commanded the whale Monstro to swallow Pinocchio.

Merlin teleported himself and "Team Human Again" to Maleficent's dungeon where Prince Phillip, Flora, Fauna, and Merryweather were locked up. Merlin's new plan was to rescue the princesses and break out of the evil witch's castle for good.

Slim and his posse met up with Mr. Winky who signed them a forged permit thereby allowing them to legally hunt down all the animals in the forest.

Zurg was almost building the weapon which would align the planets and free the Titans. But there was just one more part he needed to finish the ray. And to John Silver's dismay, it was on Jim Hawkins's ship.

Lilo and Stitch asked for the League of Gentlemice's help again telling them about the Coachman and Sarousch's shady circus operation. The League along with the Disney Dogs and Cats ran off to shut down this circus for good.

With the hunters's lair abandoned, Pocahontas and John Silver were freed by Pecos Bill and teh othe rtown residents.

Tarzan mourned Kerchak's death. Now he sought revenge on the lion he believed to be responsible...Simba.

With Frollo mad with power, Maleficent becoming more furious, and Chernabog almost at full power, the final endgame was coming near.

Part Twelve
Pain and Panic found Hercules and his group having been forced to retreat after their battle against the Evil Queen's forces. After further tormenting Herc, they were quickly dispatched by his friends, while Hercules himself vowed to make things right somehow.

The animals of the forest found each other again and gathered under Grandmother Willow. As if their current situation wasn't grim enough, they saw that Bambi had been turned back into a fawn in the aftermath of the Firebird attack.

Mama Odie arrived at the Beast's castle telling the inhabitants that their friends would need them now more than ever. Lumiere, Cogsworth and the Gargoyles set out to find Beast and the others.

Milo Thatch and his group witnessed a spaceship crash. The ship belonged to Buzz Lightyear and his crew who claimed to have been shot out of the sky by Rourke.

While on their way to the circus, Lilo and her friends came across a group of crows who taught Dumbo how to fly, much to the astonishment of the League of Gentlemice and the Disney cats and dogs.

Dr. Facilier spied Belle trying to escape from the Evil Queen's castle. While he went after her, he sent the Queen's loyal huntsman, Humbert to kill the Beast before she ever became reunited with her love. Humbert found the Beast's group and stalked them with his dagger drawn. Belle meanwhile ran on her horse with Facilier and his shadow demons in pursuit. Humbert ambushed the Beast and knocked him down. As Humbert prepared for the finishing blow and Beast's friends rushed in to help, he couldn't bring himself to do it and dropped the dagger. As Humbert begged for the Beast's forgiveness, he warned the group to run and hide. As they left, Facilier arrived just in time to see that Humbert had betrayed him. He punished Humbert by blowing magic powder that killed him. As Facilier departed, a group of vulture flew in for their meal.

Kenai and Koda reunited with Maggie, Grace and Mrs. Calloway with Pocahontas and John Smith roped into the reunion. But the moment was shattered when Denahi arrived still obsessed with killing the bear. And not even his friends could talk him out of it this time. Denahi knocked Pocahontas out of the way as she tried to reason with him. As Denahi charged at Kenai, John Smith tackled him and tried to reason with him. But Denahi just rushed at John Smith and the two struggled with each other. Pocahontas tried to break the two up but as Denahi had John Smith pinned and was going to finish him off, John Smith knocked Denahi off. Kenai and Koda ran in the confusion with Pocahontas. But Denahi chased after them and found them on the other side of a cliff. He jumped and dug his dagger into a log on the side of the cliff. But the log fell with Denahi into the river below despite Kenai's attempts to stop it. But Denahi survived and clung to the log as it drifted downriver.

Team Lightyear comes across Rourke's encampment and stage a full frontal assault on his entire base. Buzz Lightyears shoots a part of the zeppelin of Rourke and then heads off to arrest the commander. However, Rourke has his mercenaries attacking the team. A struggle between Buzz Lightyear's friends and the mercenaries of Rourke starts, with Buzz Lightyear's team winning, after blasting many of Rourke's reinforcements. Buzz Lightyear and Mira Nova then attack, Rourke's lieutenant, Helga. With Helga dealing with Mira Nova, Buzz Lightyear continues to fight the mercenaries of Rouke. When Rourke fires several shots from his heavy weapon, Buzz Lightyear fires at the weapon, destroying it, leaving Rourke disarmed. Helga then throws a bomb right to Buzz Lightyear, crushing him down. However, the zepellin of Rourke started to fell off and Helga claims that the zeppelin will may fly again, if they will throw an extra weight. This gives the opportunity for Rourke to turn down the partnership with Helga, by throwing her out of the zepellin. Buzz Lightyear then reaches Rourke at his falling ship. Rourke uses an axe to kill the ranger. Then, The crushed down, Helga, uses her last breath, to spout her final words and then fires at the zeppelin of Rourke, crushing it down. Buzz Lightyear then knocks off the commander. Outmatched and defeated, Rourke surrenders himself to the Star Command Rangers.

To finish his planet-aligning device, Zurg and his allies including John Silver raided the airship of Jim Hawkins, Peter Pan and Alice to find that one missing part they needed. One of Silver's crew members blasted the ship as Zurg and his allies invaded it. Gantu fired a shot at Peter Pan but he ducked it. Gantu continued to fire shots at Pan but he kept on dodging. Silver's crew shot at Pan as well but he cut a heavy weight from the ceiling, breaking the floor under Silver's crew and sending them plummeting. Jim Hawkins traded blaster fire with Warp Darkmatter. As the two remained in a firefight, Tinker Bell charged into Warp's jetpack, knocking him to the ground. Alice then ate two Wonderland mushrooms which caused her to grow to an enormous size. As Gantus tried to blast her, Alice smacked him to the ground. As Jim Hawkins stood over Warp Darkmatter, he unmasked himself and launched his mechanical fist at Jim, knocking him down. Zurg then attached a laser extension to his arm and fired it at Alice, shrinking her down to her normal height. As Jim ran for an exit, he found Silver blocking him. As Silver walked in Jim into a corner, Peter Pan threw a knife at Silver's leg, damaging it and stunning him long enough for Jim to run. Scroop then arrived and as Peter Pan confronted him, Scroop knocked Peter upside the head. Tinker Bell then charged at Scroop, but he just swatted her away. Scroop then knocked Alice down as Zurg, Gantu and Warp cornered Jim and prepared to execute him. But before they could kill Jim, Silver recovered and punched Warp in the face, knocking him back. But in the confusion, Zurg found the part he needed: the Unimind. He then corrupted it and used it to teleport him and his allies away. As Silver remained behind, he saw that Jim and his allies were still angry at him for helping Zurg.

Pain and Panic reported what they had learned about Hercules's group. Having had enough of these heroes interfering, Maleficent and Jafar sent Willie the Giant to squash them all like bugs. Willie started terrorizing the heroes and Hercules moved to face him. Even as Meg tried to stop him, pointing out that he would be killed without his strength, Hercules still went to face Willie. Willie smacked Hercules, sending him flying into a building. He then took out his club and bounced Hercules into the air with it. He then knocked Hercules against a wall leaving Hercules battered and bruised. Phil then went to Hercules and motivated him to fight Willie saying that Willie was a pushover and that he was willing to go the distance. Willie picked Hercules up in his hand but Hercules grabbed a flaming piece of wood and shoved it into Willie's eye, stunning him and making him drop Hercules. As Willie tried to attack Hercules again, Hercules grabbed some rope and tied Willie's legs together. Willie then tripped and was sent tumbling off a cliff. But a pillar had been weakened in the fight and fell towards Hercules but Meg ran in and pushed Hercules out of the way. But she ended up crushed by the pillar. Hercules rushed in to lift the pillar and his godlike strength returned as he did it.

Beast and Belle were finally reunited. But Facilier caught up and spoiled everything. Targeting the Beast while his shadows kept Mulan and the others at bay, he used a voodoo doll to strike Beast in his heart and severely injured him. Mushu used his fire to defeat Facilier's shadows as the others looked on in horror as Beast fell to the ground. Mulan then engaged Facilier. As he tried to keep her at bay with his cane, she kicked him, making him drop his talisman. One of the Seven Dwarves then picked it up. Facilier rushed to grab it but the Dwarf tossed it to Quasimodo before he could get to it. Facilier begged with him but Quasimodo smashed the talisman on the ground. As the heroes looked on in horror, the Friends on the Other Side arrived and dragged the screaming and begging Facilier into their realm. Belle went to comfort the Beast but the injuries inflicted by Facilier were too great. He then died in Belle's arms. The other heroes then broke down crying over the loss of their friend.