Disney vs. Non-Disney Villains

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

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

Before The Fall

 * Part One
 * 1) Prologue (Featuring Chernabog, The Nightmare King and the Emperor of the Night)
 * 2) Puck vs. Hexxus
 * 3) Interlude (Featuring Adam Decobray, The Baroness, Dr. Mindbender and Destro)
 * 4) Bartholomew Lipsky and Miss Go vs. Mayor Valmont (to the modern day Valmont) and The Bad Guys
 * 5) Adam Decobray vs. Demona
 * 6) Interlude (Featuring The Huntsman, The Huntsgirl, The Huntsclan, The Archmage and Mozenrath)
 * Part Two
 * 1) Prologue [Featuring The Dark Council (Maleficent, Diablo, The Horned King, Hades, Eris, Hordak and Queen Narissa)]
 * 2) Gantu vs. Krang
 * 3) Interlude (Featuring Mumm-Ra, Grune, Pharaoh Seti I, Queen Tuya and Egyptian Rebels)
 * 4) Interlude (Featuring Judge Claude Frollo and Mother Maxwell)
 * 5) Interlude (Featuring Krang, Shredder, Bebop and Rocksteady)
 * 6) Interlude (Featuring Rameses and Mirage)
 * 7) Interlude (Featuring Frollo, Governor Ratcliffe and Gaston)
 * 8) Mirage vs. Mumm-Ra
 * 9) Interlude (Featuring Frollo, Mother Maxwell and Enrico Maxwell)
 * 10) The Archmage vs. Keldor
 * Part Three
 * 1) Ansem vs. Sephiroth
 * 2) Xehanort vs. Pitch Black
 * 3) Interlude (Featuring Regina and Cora)
 * 4) Interlude (Featuring Rumplestilskin and Pinhead)
 * 5) Cora vs. Russell Edgington
 * 6) Tom Riddle vs. Morgana le Fay and Horvarth
 * 7) Rumplestilskin and The Narnian Alliance(Jadis the White Witch, The White Witch's Army, King Miraz and Telmarines Army) vs. Sauron
 * 8) Interlude (Featuring Rumplestilskin and Baelfire)
 * Part Four
 * 1) Prologue (Featuring Hordark, Chronos and Servants of Chronos)
 * 2) Interlude [Featuring Chernabog, The Nightmare King ,The Emperor of Night, The Dark Council (Maleficent, The Horned King, Hades, Hydra, Eris, Hordak and Queen Narissa), Chronos and Servants of Chronos]
 * 3) Interlude (Featuring Keldor/Skeletor, Hordark and Evil Lyn)
 * 4) Interlude [Featuring Sorcerer's Society (Mozenrath, Xerxes, Yzma, Mad Madam Mim and Ayam Aghoul)]
 * 5) Interlude (Featuring  Shredder, Krang, Bebop, Rocksteady, Hun, Baxter Stockman and Utrom Shredder)
 * 6) Interlude (Featuring Oruku Saki and Karai)
 * 7) Interlude (Featuring Cobra Commander, The Baroness, Dr. Mindbender, Destro and Zartan)
 * 8) Interlude (Featuring Mayor Valmont, The Stalker and Shendu)
 * 9) Interlude (Featuring Enrico Maxwell and Father Alexander Anderson)
 * 10) Interlude (Featuring Frollo and The Stalker)
 * 11) Interlude (Featuring Mok Swagger)

Rounds (1st Series)
Round 1: Round 2: Round 3: Round 4: Round 5 (CGI Villains Round): Round 6: Homemade Submission Round: Round 7: Round 8: Round 9: Round 10: Round 11: Round 12: Round 13: Round 14:
 * 1) Hades vs. Hexxus
 * 2) Frollo vs. Rothbart
 * 3) The Horned King vs. Rameses
 * 4) Ratigan vs. Jenner
 * 5) Doctor Facilier vs. Mok
 * 6) Ursula vs. Messina
 * 1) Rasputin vs. Queen Grimhilde
 * 2) Sykes vs. Carface
 * 3) Prince Froglip vs. Prince John
 * 4) Drake vs. Gaston
 * 5) Ludmilla vs. Maleficent
 * 1) Jafar vs. Zigzag
 * 2) Scar vs. Scar Snout
 * 3) Roscoe and Desoto vs. Cat R. Waul
 * 4) Shan-Yu vs. Snow Queen
 * 5) Tzekal Khan vs. Clayton and McLeach
 * 1) Ratcliffe vs. Tzekel Khan
 * 2) Prince John vs. Warren T. Rat
 * 3) Maleficent vs. Sharptooth and Mok
 * 4) Thrax vs. Scroop
 * 5) Chernabog vs. The Nightmare King
 * 1) Oogie Boogie vs. Other Mother
 * 2) Syndrome vs. Malthazar
 * 3) AUTO vs. Madame Gasket
 * 4) Hopper vs. General Mandible
 * 5) Emperor Zurg vs. Galaxhar
 * 1) Doctor Facilier vs. The Grand Duke of Owls
 * 2) Alameda Slim vs. Professor Screweyes
 * 3) Jafar vs. Clavious
 * 4) Ratigan vs. Warren T. Rat
 * 5) Zurg vs. Zygon
 * 6) Oogie Boogie vs. Lord Barkis Bittern
 * 1) Lady Tremaine vs. Miss Lenoir
 * 2) Merlock vs. Malice
 * 3) Dr. Greed vs. Forte
 * 4) Lotso vs. Zeebad
 * 5) Morgana vs. The Spirit of the Book and Nicholas
 * 6) Gantu vs. Megatron
 * 1) Mad Madam Mim vs. Messina
 * 2) Nuka vs. Red
 * 3) Cruella DeVille vs. Aunt Figg
 * 4) Chernabog vs. Rasputin and Rothbart
 * 5) Wise Guy and the Toon Patrol vs. Holli Would
 * 1) Saluk vs. Ruber
 * 2) Carface vs. Madam Medusa
 * 3) Shere Khan vs. Claudandus
 * 4) Yzma vs. Zelda
 * 5) Doctor Facilier vs. Puppetino
 * 6) Cat R. Waul vs. Edgar
 * 7) Mother Gothel vs. Malthazar
 * 1) Rourke and Captain Hook vs. Black Wolf
 * 2) Warp Darkmatter vs. Thrax
 * 3) The Queen of Hearts vs. Darla Dimple
 * 4) Kent Mansley vs. Lady Tremaine
 * 5) Lucifer vs. The Mouse King
 * 6) Merlock vs. Nekron
 * 7) Hades vs. The Emperor of Night
 * 1) Pete vs. El Supremo
 * 2) Scar vs. Steele
 * 3) Captain Hook vs. King Haggard
 * 4) Zira and The Horned King vs. Red
 * 5) Pain and Panic vs. Hotep and Huy
 * 6) Doctor Facilier vs. Thrax
 * 7) Hexxus vs. The Firebird
 * 1) Gaston vs. Tyler
 * 2) The Forces of Ruber vs. The Forces of The Horned King ( Featuring The Horned King, Creeper, The Horned King's men, The Cauldron Born, The Gwythaints, Ruber, Rameses, Rothbart, Zigzag, Rasputin, and The Griffin.)
 * 3) Frollo and Ratcliffe vs. Nekron
 * 4) Ratigan vs. Martin Brisby
 * 5) Yzma vs. Zigzag
 * 6) Emperor Zurg vs. Professor Screweyes
 * 7) Jafar vs. Mok
 * 1) Prologue
 * 2) Edgar vs. Max
 * 3) Pete vs. Darla Dimple
 * 4) Gang War!
 * 5) Carface vs. Cruella
 * 6) Madam Medusa vs. Cat R. Waul
 * 7) Gantu vs. Preed
 * 8) Kaa vs. General Woundwort
 * 9) Yzma vs. Gnorga
 * 1) The Battle of France: Part 1 (featuring Ruber, Rasputin, Zigzag, Kent Mansley, Tyler, El Supremo, Frollo, Ratcliffe, Shan-Yu, Gaston, Yzma, and Kronk)
 * 2) The Battle of Egypt (featuring Rothbart, Rameses, Maleficent, Lady Tremaine, Lucifer, and Diablo)
 * 3) Battle of the Ocean (featuring Eris, The Kraken, and Captain Hook)
 * 4) The Battle of Space (featuring Emperor Zurg, Gantu, Warp Darkmatter, and The Drej Queen)
 * 5) The Battle of France: Part 2 (featuring Hades, The Hydra, Abis Mal, Jafar, Rourke, Helga, The Griffin, Sharptooth, and Messina)
 * 1) Hades and the Titans vs. Eris and her titans (featuring The Wind Titan, The Lava Titan, The Ice Titan, The Rock Titan, Sharptooth, The Roc, The Red Bull, and The Dragon)
 * 2) Maleficent vs. Rothbart
 * 3) Frollo vs. Ruber
 * 4) Ratigan vs. The Mouse King
 * 5) Ursula vs. Morgana vs. Messina
 * 6) Captain Hook vs. Holli Wood
 * 7) Jafar vs. Rasputin
 * 8) Doctor Facilier vs. Mok (Rematch)

Rounds (2nd Series)
Round 1: Round 2: Round 3: Round 4: Round 5: Round 6: Round 7: Round 8: Round 9: Round 10: Round 11: Round 12: Round 13: Round 14:
 * 1) Shan Yu vs. King One Eye
 * 2) The Witches of Morva vs. Ruber
 * 3) Pete vs. Lord Maliss and The Wizard of Wonderland
 * 4) Ursula vs. Merman
 * 5) The Huntsman and The Huntsgirl vs. The Formless Minions
 * 6) Doctor Drakken vs. Mojo Jojo
 * 7) Long John Silver vs. Eris
 * 1) Major Bludd and The Baroness vs. Madam Medusa
 * 2) Stormella vs. Mozenrath
 * 3) Skeletor vs. Demona
 * 4) Azula vs. Shego
 * 5) Joe the Fish vs. Marina Del Ray
 * 6) The Baroness vs. Cruella DeVille
 * 7) Tzekel Kahn vs. Amos Slade
 * 1) Anastasia vs. Rameses
 * 2) Sarousch vs. Valmont
 * 3) Doctor Sevarius vs. Baxter Stockman
 * 4) Odin vs. The Snow Queen
 * 5) MacBeth vs. Destro
 * 6) The Fearsome Five vs. The Gangreen Gang
 * 7) The Schlepper Brothers vs. The Beagle Boys
 * 1) Demona vs. Cobra Commander & The Baroness
 * 2) Sa'Luk vs. Hun
 * 3) Eli Pandarus vs. Daolon Wong
 * 4) Black Bear vs. Darkheart
 * 5) Norton Nimnul vs. Doctor Robotnik
 * 6) Mojo Jojo vs. Chang
 * 7) The Huntsman vs. The Skeleton King
 * 8) Nessus vs. Aku
 * 1) The Quarrymen vs. Galvatron
 * 2) Xanatos vs. Vlad Plasmius
 * 3) McLeach vs. Major Bludd
 * 4) DNAmy vs. Doctor Mindbender
 * 5) Coyote vs. Technus
 * 6) Queen Narissa (transformated in Eradicus) vs. Valmont
 * 7) The Battle of Atlantica (featuring Ursula, Evil Manta, Marina Del Ray, Skeletor, Evil Lyn, Merman, Beast Man, Tri-Klops, Trap Jaw, Clawful, and Whiplash)
 * 8) The Evil Queen vs. Rameses
 * 1) Ratcliffe vs. Admiral Zhao
 * 2) Horace and Jasper vs. Hak Foo
 * 3) Negaduck vs. Him
 * 4) Senor Senior Senior and Senor Senior Junior vs. Fuzzy Lumpkins
 * 5) Warp Darkmatter vs. Lugnut and Blitzwing
 * 6) Duff Killigan vs. Walker
 * 7) Xanatos vs. The Shredder
 * 8) Mozenrath vs. Devimon
 * 9) Scar vs. Mumm-Ra
 * 1) Cruella vs. Freddy
 * 2) Sark vs. Gideon Graves
 * 3) Morgana vs. Bavmorda
 * 4) Davy Jones vs. Goro
 * 5) Judge Doom vs. Count Olaf
 * 6) Maxim Horvath vs. Malachite
 * 7) The Battle of Oz (featuring The Wicked Witch of the West, Princess Mombi, Wheelers, Nomes, Flying Monkeys, Winkie Guards and The Nome King.)
 * 8) Stayne vs. Count Ruegen
 * 9) Ramsley vs. Voldemort
 * 10) Captain Hook vs. The Kurgan
 * 1) The Dark Dragon vs. Shendu
 * 2) Tiburon vs. Drago
 * 3) Captain Hook and Sarousch vs. Professor Screweyes
 * 4) NOS-4-A2 vs. Blackarachnia
 * 5) Tony Dracon vs. Ebon
 * 6) Lady Tremaine and Sootinai vs. Lena
 * 7) The Weird Sisters vs. The Gangreen Gang
 * 8) Monkey Fist vs. Storm Shadow
 * 9) Pete and Ursula vs. Discord
 * 10) Mirage vs. Grune and Slithe
 * 11) The Sanderson Sisters vs. Van Pelt
 * 12) Barbossa vs. Bellatrix LeStrange and Lucius Malfoy
 * 13) Jafar vs. Ruber
 * 1) Ursula vs. Azula
 * 2) Yzma vs. Mojo Jojo
 * 3) Typhon vs. Aku
 * 4) Fox and the Pack vs. Karai (featuring Fox, Wolf, Jackal, Hyena, Dingo, Karai, and the Foot Ninjas.)
 * 5) Drakken and Shego vs. Hun and Baxter Stockman
 * 6) MacBeth vs. The Shredder
 * 7) Monkey Fist and Fukushima vs. Combustion Man
 * 8) Warmonga vs. Starscream
 * 9) The Gorgon Sisters vs. The Trix
 * 10) Tublat vs. Van Pelt
 * 11) Drizella  (transformed into Nix)vs. Jack Spicer
 * 12) Doctor Claw vs. Zorg
 * 13) The Battle of Agrabah (featuring Mirage, Abis Mal, Ayam Aghoul, Haroud Hazi Been, Mechanicles, The Mukhtar, Al-Muddy, Skeletor, Evil Lyn, Two-Bad, Trapjaw, Tri-Klops, Beast Man, Clawful, and Mer-Man)
 * 1) Cobra Commander vs. The Assassin
 * 2) Megavolt vs. Technus
 * 3) Anansi vs. Beast Man
 * 4) Sevarius vs. Mindbender
 * 5) Hecate and Devimon vs. Skeleton King and Queen La
 * 6) Warhok, Gantu and Gravitina vs. Vexus
 * 7) Hades and The Headless Horseman vs. Samhain
 * 8) Shredder vs. Zurg
 * 9) Shego vs. Hak Foo
 * 10) Silver and MacLeach vs. Bishop
 * 11) The Pack vs. Zartan and The Dreadnoks
 * 12) Kalabar vs. The Evil Genius
 * 13) Destro vs. Doofenshmirtz
 * 14) Narissa and Nathaniel vs. Voldemort and Wormtail
 * 15) Demona vs. Ebon
 * 1) Prologue (featuring Shredder and Krang)
 * 2) Krang vs. Hamsterviel, Zurg and Leroy
 * 3) Thailog and Coldstone vs. Daolon Wong
 * 4) Abis Mal vs. Zhao
 * 5) Storm Shadow vs. Coyote 3
 * 6) Fat Cat vs. Carface
 * 7) The Acolytes (Odin, the Dark Dragon, and Hecate) vs. Mumm-Ra
 * 8) Fang vs. Karai
 * 9) Jadis vs. Saruman and Lurtz
 * 10) Echidna's Children and Gaston (Amok Mon Ra) vs. King Sombra and Queen Chrysalis
 * 11) Amon vs. John Castaway
 * 12) Shere Khan vs. Kaynar
 * 13) Gantu vs. Megatron
 * 14) Senor Senior Junior vs. Vlad Plasmius
 * 15) The Forty Thieves vs. The Dark Hand
 * 16) The Battle of Peru (featuring Azula, Yzma, The Huntsman, and Megavolt)
 * 17) The Sanderson Sisters vs. Jareth
 * 1) Prologue
 * 2) The Pack vs. Shendu
 * 3) The Sorcerers Society vs. Mojo Jojo's Ape Army
 * 4) Don Karnage vs. Cat R. Waul
 * 5) Negaduck vs. Jack Spicer
 * 6) Megavolt vs. Nightmare Moon
 * 7) Mombi vs. Xayide
 * 8) Narissa vs. Count Olaf
 * 9) Abraham Kane vs. Hun
 * 10) Duff Killigan vs. Combustion Man
 * 11) Evil Manta vs. Merman
 * 12) Norman and Doofenshmirtz vs. Professor Ibsen and Van Pelt
 * 13) Pain and Panic vs. Demongo
 * 14) Zira and Shere Khan vs. Beast Man
 * 1) Prologue
 * 2) Shan Yu and Mozenrath vs. Fire Lord Ozai
 * 3) Jason vs. Barbossa
 * 4) Cardinal Richelieu and Captain Rochefort vs. The Sheriff of Nottingham
 * 5) Pete vs. Evil Lyn
 * 6) Shego and Red vs. The Baroness
 * 7) Amin Damoola vs. Valmont
 * 8) Queen La vs. Drago
 * 9) Hordak vs. Oberon
 * 10) Warp Darkmatter vs. Starscream
 * 11) The New Fearsome Five (Negaduck, Fat Cat, Don Karnage, The Phantom Blot, and The Collector) vs. Shredder and Krang (also featuring Bebop and Rocksteady)
 * 12) Horvath vs. Yaxley and Dolores Umbridge

1. Prologue

2. The Battle of the Underworld (featuring Hades, Gaston, Dr. Facilier, Facilier Shadow, Shadows Demons, Friends on the Other Side,The Weird Sisters, Pain & Panic, Lady Waltham, Chaos, Nemesis, Eris (transformated in Mala Mala Jong), Aku, Samhain, Tzekel Khan, Soldiers Native, Ember McLain, Skulker, Discord and The Fates)

3. The Battle of the Forbidden Mountains (featuring Maleficent, Ursula, Pete, Queen Grimhilde, Abis Mal, Mechanicles, The Witches of Morva, Hades, Skeletor, Evil Lyn, Beast Man, Tri-Klops, Whiplash, Stinkor, and Skeletor's Minions)

4. Prologue:

5. The Battle of Planet Z (Featuring Zurg, Warp Darkmatter, Warhok, Warmonga, NOS-4-A2, Gravitina, Megatron, Blitzwing, Lugnut, Starscream and Blackarachnia)

6. The Battle of San Fransisco (featuring Shredder, Krang, Karai, Queen La, Coyote, Negaduck & La's minions)

7. The Battle of Nokmaar (featuring Horvath, Bavmorda, Winnie, Mary, Sarah, Rochefort, Mercer, Evil Genius, Xayide, Kal, & General Kael)

8. Prologue

9. The Battle of England (featuring Ratcliffe, Captain Hook, Sarousch, Amon, John Castaway, The Quarrymen, Admiral Zhao, & Col. Staquait)

10. The Battle of the Fire Nation (featuring Azula, Mai, Ty Lee, Cumbustion Man, Shego, Duff Killigan, Senior Senior & Jr, Gorrilla Fist, Monkey Fist & Dr. Drakken)

11. The Battle of China (Featuring Firelord Ozai, Jafar, Shan Yu, Mozenrath, Yzma, Mad Madam Mim, Megavolt, Saluk , The Huntsman & Ayam Aghoul)

Round 15:

1. Prologue

2. Cruella DeVille, Doctor Claw & Hector Barbossa vs Forces of Pinhead (Pinhead and Freddy Krueger)

3. The Battle of New York (Featuring Xanatos, Owen, Macbeth, Fox, Abraham Kane, Karai, Coldstone, Monkey Fist, Cobra Commander, The Baroness, Doctor Sevarius, Doctor Mindbender, Cobra Soldiers, Baxter Stockman, Demona,  Destro, Utrom Shredder, Hun, Shredder and Zurg)

4. Prologue

5.The Second Battle of China (Featuring Mozenwrath, The Huntsman, Huntsgirl, Huntsclan, Mad Madame Mim, Sa'Luk, Yzma, Kronk,  Ayam Aghoul, Megavolt, Skeleton King, Shendu, Mojo Jojo, Mandarin, Valina, Jack Spicer and Vlad Plasmius)

6. The Battle of Pride Rock (Featuring Tublat, Zira, Vitani, Zira's Lions, Mirage, The Mukhtar, Slithe, Grune, Scar's Ghost, & Mumm-Ra)

7. Frollo vs. Hell (Featuring Frollo, Chernabog, King Minos, Cerberus, Charon, Chernabog's dark minions and Lonesome Trapped Souls)

8. Prologue

9. Forces of Hordak [Featuring Hordak, Hordak's minions and Narissa (transformated into Malcho)] vs Maleficent and Skeletor

10. Maleficent vs Skeletor

11. The Battle of Bald Mountain (Featuring Odin, The Chaos Lord of Fire, Hecate, Daolon Wong, The Dark Chi Warriors, Devimon, The Dark Dragon, Sage Odin, Oberon, Titania, Nergal, Myotismon, Devidramon, Phantomon, Snow Queen, Yono, Count Marzo and Puck)

12. Jafar vs. Azula (Guest Starring: Iago, Shan Yu, The Hun Army and The One-Eyes)

13. Doctor Facilier vs. Mok

14. Epilogue

Rounds (3rd Series)
Round 1: Round 2:
 * 1) Prologue
 * 2) Cobra Commander vs. Dr. Dementor
 * 3) Mirage vs. Vaatu
 * 4) Ratcliffe, Gaston, and Hook vs. Father Anderson
 * 5) Gang War Battle (Featuring Carface, Negaduck, Cat R. Waul, Don Karnage, Valmont, the Shredder, Krang, Bebop, and Rocksteady)
 * 6) Braig vs. Pitch Black
 * 7) Demyx vs. the Remnants (Kadaj, Yazoo, and Loz)
 * 8) Oogie Boogie and Maleficent vs. Bahamut SIN
 * 9) Prologue
 * 10) Ursula vs. Mane-Iac
 * 11) The Stepmother's Three vs. Maliss, Darkheart and the Wizard of Wonderland (Featuring Queen Grimhilde, Lady Tremaine and Queen Narissa)
 * 12) The Triceratons vs. The Saurians
 * 13) MacBeth vs. Lust and Gluttony
 * 14) Interlude
 * 15) Zurg vs. Flogg
 * 16) Interlude
 * 17) Rumplestiltskin vs. Sauron
 * 18) Regina vs. Lord Voldemort
 * 19) Epilogue
 * 1) Prologue
 * 2) Abis Mal Vs Webstor
 * 3) The Mutants Vs The Saurians
 * 4) Arburtus Vs Evilseed
 * 5) The Titans Vs Rasputin (Featuring Ursula, Ice Titan, Rock Titan, Lava Titan, Wind Titan, Rasputin, Bartok and Insects)
 * 6) Interlude
 * 7) Royal Pain Vs Sylar
 * 8) Regina Vs The Nazgul
 * 9) Interlude
 * 10) Captain Hook (Disney) vs. Wrath
 * 11) King Candy vs. Lord Farquaad
 * 12) Admiral Zhao vs. Monstro
 * 13) Cedric the Sorcerer (Sofia the First) vs. Tai Lung
 * 14) Killiam Jones/Captain Hook vs. The New Sheriff of Nottingham (Robin Hood 2006-2009 TV Series)
 * 15) Dr. Drakken vs. Fire Warden (Avatar)
 * 16) Dr. Claw vs. Freddy Kruegger
 * 17) Mother Gothel vs. The Other Mother
 * 18) Nasira (as Queen Deluca) vs. Zuko
 * 19) Vitani and Sabor vs. Siri
 * 20) Koragg vs. Jack Moon
 * 21) Lord Hater vs. Dodoria
 * 22) Anti-Sora vs. DexDoruGreymon

Pre-War
Chernabog, The Nightmare King and The Emperor of the Night met to discuss the completion of the crystal of darkness - which would allow them to wipe all good from the world and reign supreme. However, both the Emperor and the King were caught off guard and angered when Chernabog revealed he intended to use all of the crystal's power for himself, despite the three having agreed to share rulership over the Earth.

Puck found a very slithery dark spirit and just for fun gave it shape and power, feeding it until he saw that the little spirit was a recently depowered Hexxus in disguise. Showing off his true abilities, Hexxus then unleashed his powers, setting all near him ablaze. Puck attempted to put a stop to this, but Hexxus merely fed off of this power, as Puck attempted to once again contain him. Hexxus lashed out, but Puck quickly retaliated, and turned the evil spirit into the Black Tree, where Hexxus then slumbered.

At Cobra Industries, The Baroness briefed Adam DeCobray on the latest Cobra profits and introduced Dr. Mindbender's Bio-Viper project. Despite Destro's doubts about the effectiveness of the Bio-Vipers, DeCobray believed that they had potential to make Cobra unstoppable and promptly reminded Destro to remember his place. When Adam announced that he was off to make a weapons deal with the Quarrymen, Destro was disgusted to learn that they were doing business with such a xenophobic group. DeCobray, however, dismissed his concerns and plainly stated that they do business with whoever paid their price.

At the turn of the century, Sykes hired criminal duo Bartholomew Lipsky and Miss Go (ancestors of Drakken and Shego) to steal a device for him. However, the corrupt Mayor Valmont (an ancestor as well to the modern day Valmont) and his men didn't take kindly to thieves in their town. Miss Go managed to steal the device and went to the top of a ferris wheel where Lipsky was to extract her. However, Mayor Valmont and his Bad Guys had followed her. One of the Bad guys used an enchanted rope to lasso her ankle and hold her in place while Mayor Valmont loaded a rifle. Miss Go then used the device to disintegrate the rifle before Valmont could fire and knocked one of the Bad Guys into a horse trough. However, another one of the Bad Guys revealed his enchanted hat which he used to knock the device out of Miss Go's hands and caused it to fall off of the ferris wheel. Miss Go then lept onto Bartholomew Lipsky's hot air balloon while he tried in vain to make her go back and retrive the device. The two then escaped on board the hot air balloon.

Adam DeCobray met with the Quarrymen and sold them a large shipment of weapons, but the meeting was disrupted by Demona, who sought to destroy the xenophobic group for their anti Gargoyle agenda. DeCobray's guards were slaughtered, and the Quarrymen fled in the chaos, seizing the weapons shipment in the process. DeCobray attempted to defend himself, but was outmatched by Demona, who tore off the right side of his face with her claws, and left him to die while the building exploded. Despite all of this, DeCobray managed to survive the explosion.

Meanwhile, The Huntsman met with The Archmage Destane and his apprentice, Mozenwrath. The Archmage had summoned him to make him expedite the search for the Eye of Odin, an artifact that Destane desired. Mozenwrath volunteered to search for it himself. However, Destane dismissed him claiming that he did not want Mozenwrath claiming it. When Mozenwrath started to angrily claim that he was more powerful than Destane realized, Destane silenced him with a few magical blast. Destane continued to speak of how the would all share in the rewards the Eye of Odin would grant them. However, The Huntsman remained suspicious of The Archmage's true motives.

The Dark Council, an alliance of the most powerful dark sorcerors, met to discuss using Chernabog's crystal to their own ends. As Maleficent explained how Chernabog would use the crystal to cleanse the world, Narissa stated that she approved of the idea of a cleansing. However, Hades pointed out that the crystal could wipe them out as well. Hordak stated that they should wield the crystal due to them being the most powerful beings across all realms. However, Maleficent pointed out that the crystal was too powerful for them to control and that it would tear them apart if they attempted to. Eris then pointed out that even if they could gain control of the crystal, there was still no guarantee they wouldn't be wiped with the rest of the world, a viewpoint Hades staunchly agreed with. Maleficent then went on to state that regardless of the crystal's power, the ritual could still be stopped. The Horned King then suggested that instead of stopping the ritual, they should join with Chernabog and be rewarded for pledging their loyalty to his cause. Hades, however, doubted that it would end well for them if they attempted that. Maleficent then stated her plan to use the crystal to their advantage. She suggested they corrupt the crystal's power to only remove their more undesirable traits as she put it, rather than their lives. With this, their enemies would be destroyed and they would be free to bring about a new world order. The rest of the Council agreed with the plan and decided to put the plan into motion.

Gantu was hired by Flogg, leader of the Mutants of Denebria, to hunt down galactic fugitive, Krang, who was hiding on Earth. Gantu tracked Krang down and attempted to blast him, only to learn that his walker was composed of laser-proof plastic, their battle then attracted the attention of an unwelcome third party. This third party was The Shredder, accompanied by Bebop and Rocksteady and a force of Foot Ninjas. Gantu quickly wiped out the Foot Ninjas with his laser pistol, blasting them to pieces. The Shredder then decided to deal with Gantu himself. He used a small device to knock and Gantu off his feet and knock the laser pistol out of his hand. Krang then proceeded to destroy the laser pistol in mid air with his dual laser cannons and pulled a lever that trapped Gantu in one of his containment units. Unfortunately, debris from the battle destroyed Krang's walker. As The Shredder prepared to depart, he was originally going to leave Krang behind, but as Krang begged and pleaded with him, he decided to take him with him.

In Egypt, the people had been turned into slaves by the vile Mumm-Ra, who deposed Pharaoh Seti I and insisted the people praise the ancient spirits of evil whom he served. Although the pharaoh tried to stop him by telling Mumm-Ra that he is the most powerful being in Egypt, it was not enough to please the mummy, who told the king that if his people were to exist, they must worship the ancient spirits of evil. The pharaoh made his final decision by refusing the offer of the priest, a mistake that would cost him his life, the wife Queen Tuya and his family being imprisoned and enslaved under Mumm-Ra's orders.

In France, Judge Claude Frollo paid a visit to the slums in the dead of night. The purpose of this visit was to hire a prostitute for a night of her company.

Having returned to his base, The Shredder ordered Bebop and Rocksteady to dispose of Krang because "he doesn't negotiate with mutants, terrorists or talking brains." Krang then pointed out that he was commander of a vast army in Dimension X. The Shredder then stated that he also had an unstoppable ninja army. He added that he was working on a robotic Foot soldier but had recieved unsatisfactory results. Krang then offered to take a look at his designs. From there, Krang and Shredder forged an alliance.

Rameses, son of the Pharoah, sought out Mirage for help in destroying Mumm-Ra. At first, Mirage was unwilling to help, finding it hypocritical since Egypt had enslaved those weaker than them to build their pyramids, Mumm-Ra wasn't any more cruel. But once Rameses pointed out that Mumm-Ra worshiped the ancient spirits of evil, Mirage's interest was piqued since the Oberati banished them years ago. She then realized that she had something to gain in helping Rameses.

Frollo's indiscretions were the talk of the town, with his political ally Governor Ratcliffe and his nephew Gaston already privy to his secrets, the Judge decided to take action.

As Mumm-Ra was in the middle of a ritual; Mirage, Rameses and his high priests, Hotep and Huy, attacked Mumm-Ra head on. Hotep and Huy subdued Mumm-Ra's minions by swinging their staffs and knocking the minions to the ground. Realizing the siyuation was dire, Mumm-Ra decided to pull out all the stops and transformed into his Everliving form. Mirage then fired blasts of magic at the ceiling which sent debris raining down on Mumm-Ra. As Mumm-Ra charged at her, Mirage fired a powerful magical blast in his face. Mumm-Ra, realizing he was outmatched, tried to pull back to another position, but Mirage released another magical blast that reverted Mumm-Ra back to his decayed form. Mumm-Ra's army then began to flee as Slithe tried in vain to maintain order. Seeing the situation was hopeless, Grune and Slithe then retreated as well. Having been driven back to his tomb, and heavily weakened from the battle, Mumm-Ra entered his tomb and entered a state of suspended animation, to Mirage's fury.

Frollo returned to the slums to confront the prostitute he paid for, but he didn't count on her having a young son, Enrico. The woman attempted to defend herself. However, as she attempted to protect Enrico, Frollo stabbed her in the back. Frollo then forced Enrico to tell anyone who asked that his mother was murdered by ruffians under the threat of sharing her fate should he not.

Keldor and his evil warriors Evil Lyn, Kronis, Tri-Klops, Beast Man, and Mer-Man assaulted the Archmage's citadel and attempted to steal the Grimorium Arcanorum. The wizard quickly dispatched Keldor's minions, leaving Keldor himself to defeat Destane. Keldor easily outmatched the Archmage in fighting skills, using his twin swords with stellar precision. He was able to disarm the Archmage, but briefly lowered his guard. At that moment, the Archmage attacked him with a mystical skull bomb. It severely damaged Keldor's face, forcing Keldor and his warriors to flee. But Mozenwrath decided to take advantage of his master's fraility. He grabbed his master in a telekinetic grip and raised him into the air. Mozenwrath then fired a magical blast at Destane, sending him plummeting down a pit to his death.

Three years prior to the start of the war, King Ansem of Hollow Bastion uncovered his world's Keyhole. Seeking to obtain the ultimate powers of darkness, he opened the door to free the legendary Calamity locked within. However, his top general, Sephiroth, rebelled against him and bonded with the powerful alien Jenova instead. Sephiroth unleashed his new-found powers to destroy Hollow Bastion. Seeing this change of events, Ansem retreated. Sephiroth continued to reduce Hollow Bastion to ruins with his increased power.

Ten years prior to the start of the war, Pitch Black went to the Fairy Godmother for a boost in power in order to make a power play for the crown of the Multi-World Nation. To become the new High King, he needed to challenge King Xehanort. He then confronted Xehanort and proposed a duel between the two for control of the Multi-World Nation. Seeking to kill Pitch once and for all, Xehanort accepted as Pitch faded into the shadows. The next day, the two battled, with Xehanort matching Pitch's powers with his sword. The two traded blasts of power, but Xehanort's age ended up working against him. Xehanort gave one more blast of power, but Pitch guarded with a wall of shadow. As Pitch attacked once more, he quiped that it was now time for Xehanort to face his fear of being too old to rule the Multi-World Nation anymore. To Pitch's surprise, Xehanort stopped fighting, and pitch attacked with a blast of power that destroyed Xehanort's body.

In the live action universe, Regina tried to escape from her arranged marriage to the vampire King, Russell Edgington, but her mother, Cora stopped her in her tracks with a barrier spell that prevented her from leaving until she was married. Despite Regina's insistence that she didn't want power and only wanted to be free, Cora stated that power is freedom and tried to convince her that things would be easier once she was Queen.

Rumpelstiltskin summoned Pinhead to gain knowledge on how to defeat the Dark Lord Sauron. Pinhead informed Rumpelstiltskin that he would need something in return for this information. Rumpelstiltskin agreed and Pinhead then informed him that to defeat Sauron, he simply needed to cut the One Ring from his finger. Rumpelstiltskin was very shocked at how simple it was and asked Pinhead what he wanted in return. Pinhead simply informed him that when the time came, he would let him know.

The day of Regina's wedding had arrived, but Russell decided to call things off since he believed Regina was no Queen. Cora attacked him, lifting him into the air with her magic as the vampire laughed maniacally and mocked Cora. She then threw him against a tree with her magic. However, before she could do anything else, Regina intervened and pushed her mother into a magic mirror as Russell laughed in delight. The mirror shattered upon Cora entering the world within as Regina reflected, horrified, on what she had done as Russell looked on in pleasure.

Tom Riddle attempted to join the Morganians, but when Morgana mocked his abilities and heritage, a duel broke out. Riddle casted a spell against Morgana that began to meld her into a stone wall. However, Horvath entered at that moment and cast his own spell which freed Morgana. In a rage, Tom blasted Horvath off his feet with a blast of magic. Morgana then fired a powerful blast of magic that nearly knocked him off his feet. Realizing he was outmatched by the two more experienced sorcerers, Riddle departed in shame.

Jadis the White Witch and King Miraz joined with Rumpelstiltskin to defeat Sauron's army of Orcs on the slopes of Mount Doom. The Narnian army took heavy losses in the battle but succeeded at drawing Sauron out. Sauron knocked away some of King Miraz's Telmarines who tried to face him head on. Seeing his chance, Rumpelstiltskin revealed himself and cut the Ring from Sauron's hand and then Jadis stabbed him with her dual swords, destroying him. As Rumpelstiltskin held the One Ring, Jadis relished in her victory.

With Sauron defeated, Rumpelstiltskin claimed the ring as a gift for his son, Baelfire, knowing that he would not be tempted to use its power. Elsewhere, the Greek God of time and father of Hades and Zeus, Chronos, met with Hordak, as they planned to seize the crystal's power for themselves.

Chernabog, the Nightmare King and the Emperor of the Night unleashed the power of the crystal, causing devastation across the world and plunging it into darkness. The Dark Council arrived to intervene, but were suddenly hampered by the betrayal of Hordak and Narissa as they attempted to claim the crystal for themselves. As Hordak attempted to use the crystal's power, the Horned King moved in to try to stop him. But Hordak quickly retaliated with a blast of magic, temporarily blinding the lich. At that moment, Chronos arrived. Hades, outraged at this attack, battled his father. As Hades summoned his pet Hydra to deal with his father's henchmen, Chronos covered Hades in a curtain of lava. Hades fought back, and knocked Chronos into a portal that lead to the River Styx. Maleficent then fired a powerful spell at Hordak that banished him to Despondos, halting his attempts to steal the crystal. Narissa, seeing that she could not defeat the others on her own, retreated. The rest of the Council members then turned their attention to the dark crystal, destroying it and scattering the pieces around the world much to Chernabog's fury. He then vowed revenge on the Dark Council as they departed.

A wounded Keldor sought help from the banished Hordak to save his life - Hordak agreed but at a price, and Keldor was reborn as Skeletor as the flesh of his face was burned away, leaving the horrifying visage of a skull. Upon seeing his new face, Skeletor laughed maniacally. Meanwhile, Mozenwrtah summoned Yzma, Mad Madam Mim and Ayam Aghoul to the citadel to reveal the demise of the Archmage. He also proposed that all of them join together to form a new Sorcerer's Society.

Oruku Saki found himself betrayed by Baxter Stockman and Hun, and confronted by a new Shredder. Oruku Saki ordered Bebop and Rocksteady to deal with the imposter but were quickly dispatched. As he attempted to deal with this new Shredder himself, he too was overpowered - and was banished to Dimension X with Bebop and Rocksteady following him, leaving Krang to make a quick getaway.

One night, as the new Oruku Saki was wandering the streets of Japan when he came across an orphan girl. Naming her Karai, he took her in as his daughter and trained her in the martial arts.

Zartan and his Dreadnoks had managed to rescue Adam DeCobray from the ruins of the building Demona had left him in just in time to bring him back to Cobra HQ where Doctor Mindbender quickly performed surgery to save his life, much to the Baroness's relief. Because of the injuries Demona had inflicted on him, DeCobray had great difficulty breathing. To solve this problem, Mindbender built him a respirator mask that would allow him to breath, the only drawback being that he would have to wear it indefinitely. As Destro commented on how both he and DeCobray would have to wear masks for the rest of their natural lives, DeCobray abandoned his name of Adam DeCobray and proclaimed himself as Cobra Commander.

Mayor Valmont received a visit from The Stalker, who had a task for him; to free Shendu from his stone prison. In France, with his mother dead, Enrico Maxwell was placed in the care of Father Alexander Anderson. Maxwell then declared that one day, he would have revenge on all who had wronged him, particularly Frollo. Father Anderson was only too happy to instruct him.

Meanwhile, Frollo himself received a visit from The Stalker, who warned him of an impending war. Despite Frollo detesting such a hellish being in his presence, The Stalker advised him to strike first or fall to the darkness, which was the spark needed to start the war.

And from the shadows, Mok, using his vast wealth and technology, kept tabs on the strange phenomenons around the globe. As he quickly saw that all the world's heroes were dying out, Mok then anticipated the coming war between the various villains of the world. He then purposed to be the "last man standing".

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The End Begins
Taking a break from his work with Frollo, Gaston decided to stop at Carface and Cat R. Waul's nightclub for a night of relaxation. Things went downhill when a thug named Tyler started causing trouble in the club, forcing Gaston to step in. Taking up his blunderbuss, Gaston shot Tyler multiple times, seemingly killing him. Grateful that this interuption had been dealt with, Gaston's militia and the nightclub patrons celebrated with a night of excess.

With their ranks bolstered with the addition of Rameses and the patronage of Eris, Ruber's forces began their strike against their enemies. Eager for revenge, Rameses suggested they begin with assaulting the Horned King's citadel. Storming the castle, Ruber personally slew the Horned King's dragon guards, allowing Ramses and the remnants of the Egyptian army to pour inside. The King's barbarian warriors came to meet them, only to be turned back by Rothbart and Zigzag's magic attacks. At last, the King sent his undead Cauldron Born army out to break the siege. They proved unbeatable in combat, but while the King was distracted, Rasputin snuck in and sabotaged the Black Cauldron. With the Cauldron's magic undone, the Cauldron Born fell apart and the Horned King himself was consumed by his own weapon.

Although pleased with the strike against King Haggard, Frollo still felt too many enemies had popped up while he was under Vanessa's spell. Concerned with Nekron's rising power base, Frollo decided that he and Ratcliffe should attack Nekron's ice fortress in person. Breaching the defenses assisted by a small personal guard, Frollo engaged the sorcerer in combat. He was overwhelmed by Nekron's powers, but when Ratcliffe burst in, Nekron was distracted enough that Frollo was able to stab him in the back. Frollo and Ratcliffe beat a hasty retreat as Nekron's fortress collapsed, not knowing that Jafar had also escaped, turning his back on his ally when his usefulness ran out.

Back in NIMH, Ratigan found himself confronted by another upstart, the mad scientist Martin Brisby. Recognizing Martin posed little threat, and with another pressing engagment, Ratigan decided not to waste his time in fighting Martin directly, instead setting up a deathtrap and departing in his flying machine. Unable to prevent Ratigan's escape, Martin was killed when the Professor's deathtrap set off a fiery explosion.

After the fall of the Horned King, Ruber sent Zigzag to retrieve the magic potion from Yzma, still needing it if his plans were to succeed. Zigzag first attempted the diplomatic approach, but Yzma dismissed his efforts. Next, sending his pet crocodiles to distract Yzma, Zigzag snuck into her secret labs, only to be discovered. The mad Inca genius sent her guards after him, only for Zigzag to use his powers to transform them into animals. Attempting to steal back her potion, Yzma tried to use a spell of her own to attack Zigzag, only to transform herself into a harmless kitten. With his enemy dealt with, Zigzag was finally able to escape with the potion.

Learning of Thrax's death, Zurg decided to take back his tower, not knowing Mok had taken it for his own. As the alien warlord entered his base, he was confronted by Professor Screweyes, who unleashed his circus' latest attraction against Zurg: a mind-controlled Sharptooth. However, Screweyes had not counted on Zurg's still remaining technology. Using his Unimind device, Zurg hijacked control of Sharptooth, turning him on Screweyes. In addition, Zurg also took control of Screweyes' pet crows, having them tear their master apart.

Seeking to make up for Nekron's death, Jafar also invaded Planet Z with the aim of taking out Mok himself. Mok, already having prepared for battle with Zurg, turned his attention to the new arrival, countering Jafar's magic attacks and using his technology to strike back. Seeing this assault was going nowhere, Jafar struck down Mok's lackey Zip, who had been providing support in the battle. Realizing it might be a good time to retreat, Mok escaped in his zeppelin, giving up Planet Z now that he had the data he needed.

With the destruction of the Horned King, Maleficent sought out Frollo as a new ally. Arriving at the Hall of Justice and turning back Frollo's guards when they tried to attack her, Maleficent proposed an alliance with Frollo's faction. Although he despised magic and its users, Frollo realized that he might need a sorcerer on his side if he was to win the war, and reluctantly accepted Maleficent's offer.

Barely alive after the fight with Gaston, Tyler drank an immortality potion he had prepared for just such an occasion, restoring himself. He, along with Messina and El Supremo, impressed by Ruber's recent successes, decided to throw in their lot with him.

With Planet Z now his again, Zurg and his men restored Warp Darkmatter. Having witnessed the power of Zurg's forces, Jafar informed the Drej Queen that Zurg may prove a threat to them. Deciding to put a hold on their plans for Earth, the Drej mobilized to launch a preemptive strike against Zurg.

Meanwhile, with Yzma's potion now his at last, Ruber took the first step of his master plan by using it to bind the powerful sword Excalibur to his hand, making himself nigh-unstoppable. The dawning of a new age had begun...

Gang War
In a plot to expand their criminal operations, Carface and Cat R. Waul convinced Darla Dimple, queen of Wonderland, to back their nightclub. To seal the agreement, Dimple requested a special performance at the club. The media attention this brought attracted the attention of Cruella DeVille, who created an alliance along with Madam Medusa in an effort to take over the criminal underworld: Horace and Jasper, Cruella's usual lackeys; Snoops, Medusa's primary henchman; Edgar the butler, still in Cruella's employ; and the lawyer Lickboot, who had returned as Cruella's financial backer. Together, the group planned to crash the nightclub during Dimple's performance.

Scouting the nightclub during the opening acts leading up to the big show, Edgar was discovered by Dimple's own monstrous butler, Max. Edgar escaped to the rooftop while being pursued by Max, knocking the rival butler out onto a giant balloon float of Dimple. Max began pulling himself back to the roof, but thinking quickly, Edgar retrieved a pitchfork and burst the balloon, sending Max soaring off into the night.

Back in the nightclub, Pete took the opportunity to make his move, upstaging Dimple with a performance of his own. The club's patrons adored Pete's act, but the infuriated Dimple snuck away to sabotage her traitorous second-in-command's moment of glory. Pete had anticipated this, and had booby-trapped the stage equipment to cause Dimple's sabotage to backfire. With Dimple humiliated in front of the entire nightclub, Pete dumped her into the basement, laying claim to the throne of Wonderland.

While this was going on, Edgar opened up the nightclub to the rest of Cruella's gang, who stormed in and confronted Carface and his cronies. Initially, the dog and cat thugs had the upper hand, outnumbering and attacking Horace, Jasper, and Edgar. However, the tables turned when Snoops led Brutus and Nero, Medusa's pet alligators, into the battle, sending the animal gangsters into a retreat.

Escaping the nightclub, Carface hijacked a police cruiser and attempted to escape town. Cruella, Horace, and Jasper pursued in their own car. As Carface struggled to gain footing on his vehicle, Cruella climbed out onto the hood of her own, knocking Carface into a passing newspaper bin, defeating the crimelord.

Meanwhile, Cat R. Waul decided to make a last stand at the club, personally confronting Medusa as she stormed in. Armed with a shotgun, Medusa fought off Waul's remaining henchmen, before being caught off guard and turned back by T. R. Chula, Waul's lieutenant. Recovering, Medusa caught Waul and his last remaining men in a trap, blasting them off into the air. They survived, but were caught by a passing train and taken to an unknown location.

Learning that the Drej had turned their sights on him, Emperor Zurg decided to open a position for another general, a position sought out by the rogue Galactic Federation Captain Gantu. As a test of his skills, Zurg sent Gantu after Preed, an alien mercenary hired by the Drej as a spy. Confronted by Gantu, Preed tried to bluff his way out with a blaster pistol, but Gantu shot and killed the spy with his own gun.

Searching for new territory, the cruel rabbit General Woundwort found himself in the home of the hypnotic python, Kaa. Woundwart threatened the serpent and demanded he cede his territory over to him, but Kaa was unimpressed. Aware the general might kill him in a direct fight, Kaa instead hypnotized a passing dog into doing his fighting instead. The dog got the better of Woundwart, tearing him to shreds.

Aware of Yzma's past successes, Maleficent sought out the kitten scientist and restored her to human form. In return, Maleficent demanded that Yzma take care of a rising threat presented by the troll queen, Gnorga. Travelling to the underground kingdom of the trolls, Yzma found Gnorga and her husband, provoking their wrath. Attempting to escape back to the surface, Yzma was pursued by the royal family, forcing her to use a potion to transform the queen into a rosebush.

Aware the war was reaching its final stages, Frollo held a meeting between his generals and allies, including Maleficent, Yzma, Captain Hook, Ratcliffe, Rourke, Gaston, and Kent Mansley. Maleficent used the meeting to bring Lady Tremaine back into the alliance, even placing her above Mansley in rank. As Mansley departed the meeting in a rage, he was met by a strange old man, who suggested the government agent take his talents to Ruber. Mansley left in thought, not knowing the old man was Jafar in disguise.

Back on Planet Z, Zurg finalized his preparations for war with the Drej, bringing in Gantu after his successful mission. With his forces complete, Zurg plotted to strike first, heading off the Drej army en route to Earth.

Travelling to Queen Grimhilde's old castle, Kent Mansley decided to betray Frollo and join Ruber's army, which by now included Rothbart, the Magic Mirror, Rasputin, Rameses, Eris, Tyler, Messina, and El Supremo. Mansley brought with him important information regarding the defenses Frollo had in Paris, which Ruber planned to be his next target.

On neutral ground, Zigzag and Shan Yu met to discuss the latest developments in their respective factions. Shan Yu told his old friend that he was ready for whatever lay ahead, before Zigzag departed.

Across the world and throughout the universe, the armies of the greatest villains to ever live prepared for the final battle...

Side Conflicts
In addition to the main battles and campaigns of the First War, a few other conflicts sprang up on the sidelines. While most of these were reletively minor in scope, some would set in motion events that would prove to be major deciding factors in later battles of the First and Second Wars.

After being granted her magic wand by Ursula, Lady Tremaine travelled to Moonscar Island to claim it for Frollo's faction, either by diplomacy or force. Meeting with the Island's owner, Miss Simone Lenoir, Tremaine met with resistance, forcing her to unveil her wand and clash with Lenoir, who proved to be both a voodoo sorceress and a werecat. A stray bolt of Tremaine's magic awoke a horde of zombies which attacked Lenoir, and Tremaine used the distraction to destroy her adversary.

Prior to his death at Nekron's hands, Merlock came into conflict with the late Queen Grimhilde's brother, Lord Maliss. Both sorcerers set their sights on a magic lamp, hoping to use its power to prove themselves to one of the major villain factions. Told of the lamp's location by Jafar, Merlock claimed it first, and the genie imprisoned inside slew the wolves Maliss had sent after Merlock. Raising a mountain into the sky to serve as his personal fortress, Merlock next clashed with Maliss himself, who had taken the form of a dragon. After a short battle, Merlock used the lamp to turn Maliss to stone.

In a castle in France, the living pipe organ Forte was visited by the cruel Doctor Greed, who had heard of Forte's musical talent. The maestro was flattered, until Greed told him that he wanted Forte to compose a jingle to advertise a new sausage machine. Gravely insulted, Forte instead used the power of his music to collapse the building on Greed and his henchmen.

Having gained three magic crystals and beginning to use their power to freeze the world, the toy-like sorcerer Zeebad came across the former ruler of the Sunnydale Daycare toys, Lotso. Believing Lotso could be a valuable ally, Zeebad demonstrated his power to the teddy bear, but Lotso only saw this as a reason to take the crystals' power for his own. Seeing no further use for Lotso, Zeebad attempted to leave in a train, but Lotso managed to climb on board and sabotage it, causing it to crash. Angered, the sorcerer chased Lotso off with his magic. Lotso was found by a garbageman, who tied him to the front of his truck, much to Zeebad's amusement.

After coming into possession of the Trident, Morgana began her take over of the oceans. The demonic Spirit of the Book and her unwitting servant Nicholas observed this and went to thwart her. Morgana initially dismissed the Spirit and Nicholas as a threat, but Nicholas used the book to summon a demonic bird, which attacked Morgana. Using the Trident, the sea witch destroyed the bird and turned her attention to the Spirit, sealing it back in the book.

On the distant planet of Cybertron, the robotic Decepticons had been unaware of the war taking place on Earth until their scout Laserbeak informed his master, the mighty Megatron. At first, Megatron was amused by what he saw as a petty squable between the weak flesh creatures of Earth, but decided Earth's resources could be useful to him. Attempting to secure the spaceways around Earth, Megatron came into conflict with Captain Gantu of the Galactic Alliance. The Decepticon leader destroyed Gantu's ship, but was overcome as he went to confront Gantu on the space station where he landed. Badly damaged, Megatron was taken down to Earth by his men, where he came to Mok Swagger's attention. Making improvements to Megatron's body, Mok kept him in reserve as part of a backup plan.

Final Offensives
As Ruber's ultimate plan unfolded, he gained entry into Paris by concealing his forces in unassuming carriages, as Rasputin's demons unlocked the city gates. Upon reaching the center of the city, Ruber revealed himself and his iron soldiers began clashing with Frollo's guardsmen. Zigzag, Rasputin, and Kent Mansley entered the fray as well, supported by Tyler's lizardmen. Hunnic archers manned the walls and fought off the lizardmen, until Mansley's tanks blasted them to pieces. El Supremo's terrorists joined the fight soon after, easily outgunning Frollo's guards. As Ruber's griffin nearly killed Frollo, Ratcliffe arrived and led his own soldiers against Tyler's lizards. Seeing Tyler, Gaston lept in and shot his second-in-command, enraging the general. Tyler soon took revenge by shoving Gaston from the city walls to his death. Yzma and Kronk next attempted to lead an air assault, only for Rasputin to shoot her down.

As the attack on Paris continued, Rameses and Rothbart led an offensive against Maleficent's holdings in Egypt. Maleficent summoned a wall of fire to stop Ramses and the free Egyptian army, but Rothbart used his own magic to nullify it. Deciding to strike against them, Tremaine transformed Lucifer into a human being, giving him a twisted carriage to ride into battle against Ramses. Both the former king and Lucifer were knocked from their vehicles in the enusing conflict, but Ramses recovered. As the army reached the walls of Maleficent's palace, Hotep and Huy were ambushed by lizardmen, only narrowly escaping death due to the timely arrival of Maleficent's goons. Upon his arrival, however, Rothbart used his magic to turn the goons' weapons into harmless bubbles. Tremaine stepped in to engage her fellow sorcerer, but Ramses deflected a magic blast with his sword, turning it back on Tremaine, transforming her into a frog. Concerned they might be losing the battle, Maleficent's raven Diablo attempted to flee, only for Rothbart to turn him to stone. The rest of the Egyptian army stormed in and defeated the goons, while Maleficent decided to retreat, with Rothbart in pursuit.

Striking against France's navy, Eris unleashed her Kraken on Captain Hook's flagship, the Jolly Roger. The sea monster quickly overcame Hook's crew, knocking them off the ship and leaving Hook alone. After his experiences in the war, however, Hook was a changed man. Gone was the cowardly, bumbling pirate captain of years past, leaving in his wake a cold and bloodthirsty warrior. Slicing through the ropes of the mast with his sword, Hook speared the beast through its eyes, forcing Eris to leave to plot again.

In the spaceways near Earth, the Drej fleet arrived, only to be cut off by Zurg's army. Gantu lead Zurg's fighters in clearing out the Drej ships, leaving the way open for Darkmatter and Zurg's Hornet robots to board the Drej mothership, the Alahenena. With the Hornets taking out the Drej infantry and Darkmatter and Gantu working together to eliminate the remaining air support, Zurg activated Planet Z's orbital cannon to destroy the Alahenena, killing the Drej Queen, with Darkmatter and Gantu escaping in the nick of time.

Back in Paris, Hades appeared out of nowhere, deciding to cause chaos by summoning his Hydra in the middle of the opposing armies. Ruber's griffin attacked, slicing off the Hydra's head, only for more to appear in its place. Eris ruined Hades' fun by bringing in Sharptooth, who buried the serpent in a rockslide. A disguised Jafar and his minion Abis Mal intervened next, with Jafar slaying the griffin and Mal destroying Tyler's last immortality potion. El Supremo and Messina brought in their snake airship to bring down the last of Frollo's defenses, killing Rourke when he tried to take it down. Mortally wounded herself, Rourke's lieutenant Helga took out the airship with a well-placed shot, killing El Supremo as well. Tyler tried to storm the Hall of Justice, but Shan Yu cut him off, killing him in a swordfight. Eager to avenge her lover's death, Messina hypnotized Ratcliffe's men, turning them against him and leaving an opening for Zigzag to break into the Hall of Justice. He found the way barred by Yzma, who had prepared herself for a rematch and caught the sorcerer in a trap, plunging him into a pit of his own crocodiles, where he was devoured. With Rasputin's demons causing chaos throughout the French troops, and Frollo's remaining generals deciding to flee the battle, Frollo took refuge in Notre Dame Cathedral, pursued by Ruber himself.

The First War Ends
Once again secure in his power over the Underworld, Hades freed the Titans in an ploy to take down Zeus and rule Olympus. Knowing of Hades' plan and still seeking vengeance for his betrayal, Eris decided to summon a group of her own monsters: a gigantic Roc, Sharptooth, a fearsome Dragon, and the demonic Red Bull. Hades sent his Titans in to battle Eris' creatures, with the Rock Titan quickly crushing the Roc, only to have its heads blown off by the Dragon. The Titans recovered, and the Lava Titan smothered the Bull in magma as the Wind Titan blew Sharptooth off a cliff to its death. Watching her forces crumble before the might of the Titans, Eris was forced to retreat.

Returning to Forbidden Mountain after her defeat in Egypt, Maleficent was surprised by Rothbart, who had managed to track her back to her base. As Rothbart easily defeated Maleficent's remaining troops, the sorceress' patience ran thin, and she transformed herself into her dragon form. Initially shocked, Rothbart countered by taking his Great Animal form, and the two began their duel. Maleficent ignited the ground with her fire breath, but Rothbart simply took to the air. It was to no avail, as Maleficent mauled the sorcerer, causing him to fall from the sky and explode in a magic backlash.

Retreating into Notre Dame after his army's crushing defeat in the defense of Paris, Frollo found Ruber waiting for him inside. The two leaders drew their swords and fought, with the battle spilling out onto the rooftop. Frollo ultimately found himself outmatched by Ruber's strength and experience, and was cast from the rooftop into the fires that raged in the city below.

At long last, and with no more rivals making claims to his power, Ratigan declared himself king of NIMH. However, his coronation did not go entirely to plan, as the Mouse King, having survived his battle with Lucifer, attempted to stage a coup. A fearsome battle raged in the throne room, until Ratigan knocked the Mouse King from a tower to his death.

After having her wedding and chance at ultimate power ruined by Morgana, Ursula had been battling her sister for supremacy and possession of the Trident. This battle was interrupted by Messina, who had returned to the seas to make a new start after the death of El Supremo. Evading Undertow, Morgana's shark minion, Messina summoned a storm that knocked the Trident from Morgana's grasp. Claiming the Trident once again, Ursula used it to freeze her sister alive in a block of ice, before beginning a rematch with Messina. The sorceress took the upper hand, destroying Ursula's eel lackeys Flotsam and Jetsam. Recovering, Ursula managed to blast Messina with a magic bolt, finally killing her.

At last, the time was right for Mok to initiate his master plan. Using Zurg's stolen technology, Mok opened a portal to the live-action universe and sent Holli Would through with orders for her to plant a mysterious transceiver on the other side. Unfortunately, the portal was also spotted by Captain Hook and his crew, who were also transported into the other universe. As Holli planted the transceiver, opening a rift in the space/time continuum, Hook confronted her and shot the device, sucking Holli inside to her doom.

Picking through the ashes of Paris and looking for a way to turn the events of the battle to their advantages, Jafar and Rasputin came face to face. With neither sorcerer willing to concede to the other, they began a duel, with Rasputin using his reliquary to transform the ruins into a magic battlefield. Jafar took the form of a giant cobra, but Rasputin countered with magic blasts, badly injuring the former vizier. Seeing the time was right, Jafar made his final wish from his magic lamp, becoming an all-powerful genie. However, this power came with a cost, as Jafar was bound to his own lamp and was imprisoned within it. Before his fall, however, a stray magic bolt struck Rasputin's reliquary, causing the Russian mystic to wither to dust.

Although Holli had fallen, the transceiver in the live-action universe had stayed operational long enough to suit Mok's ends. He at last put the final stage of his plan into motion, summoning a powerful demon, strong enough to conquer the entire multiverse for Mok. However, upon learning of this, the Friends on the Other Side felt Mok had grown too powerful for his own good, and went back to Doctor Facilier, who arrived on the scene just as Mok summoned his demon. With his Friends by his side, Facilier turned the tables on Mok and banished the demon back into the netherworld. Turning his attention to his old enemy, Facilier at last took his revenge by knocking the mastermind into the portal before it closed.

At long last, the war had come to an end, and to the victors went the spoils. Hades, with the aid of the Titans, succeeded in overthrowing Zeus and conquering Olympus, becoming ruler of the gods. Using the Trident, Ursula made herself ruler of the world's oceans. Ratigan solidified his control over NIMH, ushering the rat city into an age of darkness. Although he lost his power in France, Ratcliffe returned to England and overthrew the king, becoming king of the British Empire. Shan Yu also returned to his home, at last conquering the Chinese Empire. Yzma ascended to become empress of the Incas, and Ramses reclaimed his throne in Egypt, exiling Hotep and Huy for their treachery. He also sent Kent Mansley a gift, restoring Lady Tremaine to human form to serve as the agent's personal slave.

As Rasputin found himself trapped in the Limbo between dimensions, Ruber began to rejoice in his new power. With Frollo's expansive power base added to his own conquests, Ruber became the most powerful mortal man alive, declaring himself the new King of the World. He ushered in the "Ruberian Age", as Maleficent, with her army almost totally destroyed, raged helplessly from Forbidden Mountain.

Meanwhile, Frollo found himself the ultimate loser of the war, and for his sins, the former holy man was sentenced to an eternity in Hell. Here, he encountered Chernabog, who, although banished from the mortal plane for the time being, prepared to amuse himself with his latest prisoner...

The War Begins Anew
It had been six months since the end of the last war and Shan Yu had tightened his grip on China. The Snow Queen, having stayed out of much of the first war, was greatly distressed that her old enemy had attained so much power. Desiring revenge, she called upon her ally King One-Eye and asked him to destroy China. Eager to take out a rival warlord, One-Eye's army marched on the Great Wall of China and engaged the Huns. Shan Yu's archers pelted the king's army with arrows and drove them from the wall. Shan Yu then snuck up behind One-Eye in the confusion and knocked him from a cliff. The once mighty conqueror fell to his death in the raging sea.

Maleficent paid a visit to Ruber, who had pronounced himself King of the World, to "pay her respects". In truth, the sorceress jealously desired Ruber's power and sought to remove him from his position through trickery. Maleficent told the king of a powerful sword known as Drynwyn that lay in the swamps of Morva. Ruber, eager to increase his power, set out with two of his mighty iron soldiers to Morva to look for the sword. However, he found the Witches of Morva, Orddu, Orwen, and Orgoch, waiting for him. The witches had been tasked by Maleficent with killing Ruber, and enchanted the swamp to kill Ruber's two henchmen. Orddu even managed to separate the sword welded to Ruber's arm. Ruber then chose to flee the battle, narrowly escaping with his life when the witches turned themselves into flying spears.

The Wizard of Wonderland, a minor sorcerer who dwelled in Wonderland, wished to usurp Pete, who had been made king of the strange land after getting rid of Darla Dimple, but feared Pete's power and resources. He was approached by Lord Maliss, freed from his stone prison due to Merlock's death in the previous war. Deciding to make his presence known once again, Maliss joined forces with the Wizard to overthrow Pete. The Wizard approached Pete in broad daylight and challenged him for the position of ruler of Wonderland. Pete, infuriated, attacked the Wizard, causing him to retreat. Maliss then stepped in and Pete, recognizing the danger the sorcerer posed, summoned his guards. Maliss used his powers to drop a chandelier on the weasels, taking them out of commission. The Wizard reappeared and startled Pete with his horrific face, knocking him into the path of the rolling chandelier, which knocked both Pete and his cronies out of the palace. The Wizard then claimed control of Wonderland.

The mysterious Merman, an amphibious humanoid from another realm, made his appearance on the battlefield, challenging Ursula for control of the seas by attacking her in her lair in Atlantica. Ursula initially mocked the intruder, threatening him with the power of the Trident, but Merman had a powerful trident of his own, which he used to burn her face with energy blasts. She retaliated with energy projectiles of her own, sending Merman packing with a deadly barrage. However, her cavernous lair was destroyed in the process, depriving Ursula of a home base.

The Skeleton King, a twisted scientist and sorcerer, approached Earth and sent out his Formless Minions to gather intel on the planet. The Minions came into contact with the monster-slaying Huntsman and his apprentice, the Huntsgirl. The Huntsgirl attempted to prove herself to her master and attacked the skeletal beings with his staff. However, they easily recovered from her attacks and then knocked the staff from her hands. The Huntsman managed to recover the staff and with his greater power, eradicated the Minions before they could cause any further harm.

David Xanatos, a brilliant criminal mastermind, sought a new scientist for his enterprise and had selected two candidates for the position -  the mad Doctor Drakken and the mutant simian Mojo Jojo. In order to decide which one was more qualified, he pitted them aganist each other in a battle of wits and brawn. Mojo used a machine to grow to a gigantic size, intending to crush Drakken, but the mad doctor responded by supercharging one of his robots, sending it to battle the arrogant monkey. Despite Mojo's size and martial arts, he was overwhelmed by the superior arsenal of the robot. Mojo Jojo was eventually crushed by a skyscraper. Drakken took the position in earnest.

Having survived her encounter with the Titans, Eris decided to plunder Long John Silver's treasure trove to gather strength for her comeback. She invaded Silver's pirate ship disguised as her old enemy, Sinbad. Silver, however, saw through the ruse. Eris then stabbed him in his cybernetic leg. While he was stunned, Eris retreated to the docking bay. Silver found her there and sent his pirates after her, hoping to regain the powerful spellbook Eris had stolen from him. However, Eris proved too powerful and overwhelmed the pirates, sending a good chunk of them out into space. She then escaped with the book. However, in the confusion she left behind the lamp containing the spirit of Jafar, which she had retrieved from the ruins of Paris. Stumbling upon this, Silver began plotting to use this powerful item to make up for his losses...

In the Forbidden Mountains, Maleficent was furious with the Witches of Morva for failing in their mission to assasinate Ruber. They were joined by Pete who, having lost his throne, pledged his allegiance to Maleficent.

Meanwhile, in the distant Fire Nation, Fire Lord Ozai, king of the mighty Fire-Benders, sent his daughter, Princess Azula on an important mission. Xanatos held a meeting with Cobra Commander, head of the terrorist organization Cobra. Xanatos asked for the Commander's help in the coming war, but the Commander had plans of his own. Despite this, Xanatos informed his mysterious ally that all was going to plan.

Lord Maliss visited the castle of his sister, Queen Grimhilde, and was informed of her death at Rasputin's hands by her Magic Mirror. Having always been rivals with the queen, he was pleased that his troublesome sibling was out of the way and started moving forward with his own quest for power. In China, Shan Yu rallied the remenants of the One-Eye army to his banner, having proven himself by slaying their king. He also met with his old ally Yzma, Empress of the Incas, who proposed forming a new alliance.

Meanwhile, having lost her previous hideout, Ursula relocated to the royal palace of Atlantica and assembled a new council of underlings to help her keep order - the cruel royal advisor Marina Del Ray and the Evil Manta, a fellow sorcerer. In his fortress at Camelot, Ruber realized that he was vulnerable and met with his allies, Kent Mansley and Rameses. He was approached by Lord Maliss, who pledged his loyalty to Ruber. Ruber, realising his need for a new sorcerer after the attempt on his life, agreed.

At his secret base, Cobra Commander gave his second-in-command, the Baroness, a very important mission after his failed meeting with Xanatos. Meanwhile, unseen by any of the major villain parties, Mok climbed out of the pit where he had met defeat at Facilier's hands six months ago. With a new master plan in mind, he disappeared into the night in his limo.

In a distant realm, a powerful sorcerer decided the time was right to conquer this new world for himself...

Rise of Cobra and Xanatos
Knowing that Xanatos would be a danger to his operations, Cobra Commander set about dominating the criminal underworld and eliminating its leaders that emerged in the first war. Major Sebastian Blood, a mercenary working for Cobra Industries, discovered Madame Medusa's hideout in Devil's Bayou. He immediately contacted the Baroness, who went to confront Medusa with a squad of Cobra troopers. The two terrorist leaders managed to overwhelm Medusa's thugs as she barely struggled to counterattack. Bludd destroyed the steamboat base as Medusa attempted to escape atop Brutus and Nero. However, she careened out of control and crashed into the wreckage of her former headquarters, crushing her spine and causing an agonizing death. Bludd attempted to finish her off with a shotgun, only to have his right arm eaten by Brutus. Despite his injury, he survived the ordeal. Medusa's former lackey Snoops managed to escape in the chaos.

Yzma spoke with the ambitious sorcerer Mozenrath and offered him a place in her and Shan Yu's new empire. He was keen to accept, but Yzma first wanted the young sorcerer to prove himself. At the same time the Snow Queen, still pursuing her grudge aganist Shan Yu, sent the ice-controlling witch Stormella to eliminate her old enemy. Stormella began summoning a fearsome blizzard to smother Shan Yu's capital, but Mozenrath confronted her, sending his momlock demons against her. Stormella wiped them out with a blast of magic, but Mozenrath himself proved a more dangerous foe. He sent a powerful blast of magic at Stormella that knocked her off a cliff to her death.

Xanatos met with his new aide Dr. Drakken and introduced him to his ally, the cunning gargoyle Demona. Soon after, Xanatos tasked Demona with investigating mysterious activity at the newly arisen Snake Mountain. Arriving, Demona was met by the Mountain's master, the powerful extradimensional sorcerer Skeletor. Demanding that Demona leave his domain, Skeletor was instead met by the gargoyle's rocket launcher, although he easily shielded himself from her attacks with his magic. After Skeletor blasted the weapon from her hands he forced Demona to retreat, telling her to inform her ally that he had made a powerful enemy.

Although Demona failed her mission, Drakken was intrigued by her skills and introduced Xanatos to his own second-in-command, the formidable femme fatale Shego. Xanatos decided to test Shego by sending her to investigate reports of rising military activity in the Fire Nation. Shego set out to the distant nation; upon arrivial, she ran into the princess of the Fire Nation, Azula. Shego insulted the princess and told her to submit to Xanatos' new world order. The two began fighting each other, showing off their own set off abilities and skills. Azula missed Shego with a blast of flame, but was able to knock her against the mast of Azula's warship. Shego retaliated, and was able to send Azula over the side of the ship and into the seas.

In the seas, a sentient fish named Joe had discovered a potion that could grant heightened intelligence to all sea life. Ursula feared an uprising by her fish subjects and demanded that her royal advisor, Marina del Rey, set out to deal with Joe before he became too much of a problem. When Marina arrived, Joe pelted her with starfish, but she managed to trick Joe into taking more of the potion, which made him almost human-like. However, he found himself now unable to swim or breathe underwater, and drowned as Marina looked on.

With Medusa dead, the Baroness set out to take down Medusa's partner in crime, Cruella DeVille. She had the element of surprise and ambushed Cruella while she was out driving in the mountains. Cruella, however, would not be taken so easily and led the Baroness on a chase, though outmatched by Baroness high-tech weapons. Horace and Jasper, seeing Cruella in trouble, attempted to attack the Baroness from behind but lost control of their vehicle and crashed into Cruella, sending both of them flying off the road. With Cruella badly wounded, the Baroness quickly took control of her resources for Cobra.

With the death of Frollo, many prisoners that were arrested under his orders had been freed, including the sorcerer Tzekel Khan. Seeing the sorcerer as a threat, Shan Yu rode out to find the hunter Amos Slade. His men strongly objected, but Shan Yu figured that if Amos were to die, it wouldn't be much of a loss either way. Amos tracked the sorcerer to El Dorado, where the residents of the golden city warned their high priest. Khan revealed himself to Amos, who managed to shoot the sorcerer's eye out. Khan struck back, summoning rats, snakes, and spiders, causing Amos to stumble into one of his own traps, where he died of bleedout. Eris, goddess of discord, was watching, and decided that Khan would prove useful to her. Seeing an alliance with Eris as a means to restore his power base, Khan agreed to enter the goddess' service.

Meanwhile, the Baroness and fellow Cobra agent Destro reported to Cobra Commander, who was pleased to hear of the fall of Cruella and Medusa's criminal empire. The Commander then tasked them with eliminating another annoying competitor.

At his laboratory, weapons designer Baxter Stockman was contacted by a mysterious business partner about their joint project. On the Forbidden Mountain, John Silver brought Jafar's lamp to Maleficent, who summoned the genie. Believing himself free, Jafar attempted to leave, only to find himself bound to the lamp and bound to serve Maleficent, much to his fury.

Returning to China, Mozenwrath was officially welcomed into Shan Yu's alliance, and the latter was quite pleased with his growing number of allies. Elsewhere, Cruella's butler Edger was now forced to work for Cobra Commander or be killed. Cruella meanwhile lamented the downfall of her empire.

The Snow Queen, furious with the defeat of Stormella, changed herself into a new form, and vowed to be rid of Shan Yu once and for all. All of this was overseen by Hades, ruler of the gods, who had great interest in the growing conflicts in the mortal world.

During all of this, Mok Swagger, having returned to his old base, took the next step in his bid for power as he researched the power of the "Armageddon Key"...

Old Grudges and New Alliances
Seeking allies against Eris' inevitable wrath, Hades ordered Doctor Facilier to obtain Lady Tremaine's wand and give it to her daughter Anastasia. Facilier did so, persuading the young girl to seek vengeance on Eris' old ally Rameses and free her mother and sister from captivity. She traveled to Egypt and confronted the king. Rameses was unimpressed by her threats, although Kent Mansley recognized his old rival's weapon in Anastasia's hands. Anastasia used the wand to unleash terrible plagues on Egypt. With the frogs and locusts ravaging the kingdom, Rameses released Lady Tremaine and Drizella from their servitude. Mansley, however, was greatly distressed that his mortal enemy was free to seek vengeance upon those responsible for her humiliation.

The con artist and magician Sarousch traveled to England to bring his circus to King Ratcliffe's land. Promised a share of the profits, the greedy Ratcliffe agreed to provide security in the form of his elite guardsmen. When Sarousch began his performance, with his men pickpocketing the crowd, he was suddenly attacked by the crimelord Valmont and his Dark Hand organization, who had been tipped off that Sarousch had a mysterious talisman in his possesion that Valmont desired. Sarousch sent the English guards to attack Valmont, but the Dark Hand's advanced weaponry easily overpowered them. Having gained possesion of the talisman in the struggle, Valmont easily defeated the last of the guards. The crafty Sarousch then attacked Valmont with his stage tricks. Despite managing to rout Valmont's henchmen, Valmont was too powerful and Sarousch was forced to flee.

Doctor Anton Sevarius, one of Xanatos' chief scientists feared his position in Xanatos' organization was no longer stable with Doctor Drakken around. He decided to prove his worth by sabotaging a top-secret project under the command of the renowned weapons designer Baxter Stockman. Stockman had been working on a prototype for a robotic duplicate of Xanatos named Coyote, but this didn't deter Sevarius from focusing his wrath on his rival scientist. Armed with an explosive chemical, Sevarius set out to undo Stockman's work. When Sevarius arrived in the facility, Stockman called his bluff and sent his Mouser robots and lasers on Sevarius. However, Sevarius threw the chemical into Stockman's lab, obliterating the facility. Both scientists managed to escape, but Coyote was destroyed.

Hades enlisted the aid of Odin, king of the Norse gods, in a plot to destroy the Snow Queen, not wanting her grudge aganist Shan Yu to interfere with his long-term plans. Odin traveled to the Snow Queen's palace, where they did battle with their powerful staves. The Snow Queen immediately attacked Odin but he was faster on the draw and subdued her with his abilities before she could call her sleigh, forcing her to retreat. By the time the sleigh had arrived, Odin had prepared a more powerful spell, a whirlwind capable of freezing anything. As the Queen attempted to flee the palace on her sleigh, Odin's whirlwind caught up to her and froze her solid.

Destro and the Baroness prepared to launch a missile at Xanatos' headquarters, hoping to remove him and his forces from the war in a single strike. Owen Burnett, Xanatos' personal assistant, picked up on this information and suggested that they enlist the aid of the immortal Scottish mercenary Macbeth to stop Destro. Macbeth infiltrated Destro's highland castle as the missile was prepared for launch, encountering several Cobra robots and eliminating them quickly and efficiently. However, by the time he reached the control room, Destro had already launched the missile. Acting fast, Macbeth destroyed the control mechanism and fired a few shots at the crest of the missile, altering its trajectory. The missile struck the side of the silo, causing a massive explosion. Most of Destro's personnel perished, but both Destro and Baroness escaped. Macbeth too escaped the fortress unscathed.

With Cruella and Medusa's criminal empire in ruins, the criminal mastermind known as Negaduck decided to make his move to fill the void. He assembled the Fearsome Five, a group of supervillains that could easily take control of the criminal underworld. Ace, leader of the Gangreen Gang, knew that his small gang of petty street criminals would prove to be no match for the supervillains, and went to Hades for help. The God of the Dead agreed to empower Ace and his friends, eager to seize control of the mortal criminal powerbase. With new superhuman powers of their own, the gang returned to the surface where they did battle against the Five. Ultimately, the Five were outmatched and fled, and Ace's group emerged victorious, free to run the city as they desired. With this defeat, the Five disbanded, leaving Negaduck to his own devices.

After the supposed downfall of Mok, word had spread. Maleficent eventually also heard of her enemy's defeat, and commanded Pete to retrieve Mok's supercomputer, eager to learn its secrets. Pete, however, decided to task this to his henchmen, the Beagle Boys. Though the Boys were able to infiltrate Mok's abandoned base, they were eventually confronted by Mok's henchmen, the Schlepper Brothers, tasked with keeping the computer from falling into the hands of Mok's enemies. The Beagle Boys managed to break through the hypnotic powers of Mok's music, but the eldest Brother, Toad, was able to use the old traps and tricks of the base to send the Boys packing.

In New York City, Baxter Stockman reported to his secret master, the ninja master Shredder having failed his mission with Coyote. Thinking of the Shredder as a common client, Stockman attempted to shrug off his failure as a "minor setback" and asked for more funding to continue his work. Unfortunately for him, the Shredder didn't take kindly to failure of any kind and ordered his servant Hun to mutilate Stockman for his arrogance.

In San Francisco, Valmont consorted with his own master, the ancient demon Shendu. The talisman Valmont had taken from Sarousch was one of twelve needed to free Shendu from his mystic prison, and Shendu tasked Valmont with recovering the other eleven, promising him power over the mortal world in exchange for his loyal servitude.

In the realm of Asgard, Odin called together the mysterious Acolytes, a secret society which counted among its number the evil Digimon known as Devimon; the Greek goddess of sorcery Hecate; the extraterrestrial demon Sage Odin; the powerful demonic Dark Dragon; and the elderly sorcerer Daolon Wong. Together, the Acolytes swore to spread darkness across the mortal realm.

With the ancient spell book taken from Long John Silver, Eris and Tzekel Khan joined their powers to awaken the demon lord Aku, ready to "once again smite the world as [he] did in days long past". Khan joyfully announced that the gods had awakened.

Mok, having joined forces with the evil magic pipe organ known as Forte, decided to bring his old allies back to life. Professor Screweyes was brought back from the dead, and Holli Would was recovered from the void between worlds. Mok then revealed to his old friends that he and Forte had a new plan, with Forte promising that it would "bring the house down". Lady Tremaine and her daughters returned to Moonscar Island where, with her wand back in her posession, Tremaine summoned a horde of zombies and vowed revenge against her former captors.

Power Changes Hands
Hoping to assassinate Cobra Commander after his failed attempt to assassinate Xanatos, Demona was able to infiltrate his base at Cobra Mansion. Though the guards weren't able to take her down, the Commander proved to be more tricky. Demona was able to take down the Baroness, but the Commander escaped through a trapdoor. As Cobra Commander tried to board a getaway helicopter, Demona attacked once again, but the Commander had an ace up his sleeve, attacking her with a gun hidden in his cane. Demona was knocked from the roof, allowing Cobra Commander to escape to another base. Meanwhile, Destro saw an opportunity to unite with Demona against his leader for his own reasons...

Hoping to strengthen his slowly slipping grip on power, Ruber decided to turn his control over the Forty Thieves to the Shredder. Saki accepted, and turned over power to his second-in-command, Hun. But Hun's leadership did not go unchallenged, as Sa'Luk, having survived his duel with Ruber in the first war, decided to return to regain his control over the Thieves. He challenged Hun to a battle for leadership, which Hun accepted. They met on top of the Shredder's headquarters, where Hun attacked first, knocking Sa'Luk down. The bandit responded with a swipe of his claws, which staggered Hun. Hun drew a sword and prepared for a counterattack, but Sa'Luk connected with a mighty punch that knocked Hun through the skylight and down to the floors below. Sa'Luk had finally regained control over the Thieves.

Suspicious of the Acolytes' motives, the wizard Eli Pandarus invaded one of their hidden strongholds where he met Daolon Wong, who tried to dispose of the intruder. Pandarus summoned a troll army that Wong quickly disposed of with serpents he summoned to battle Pandarus' minions. Pandarus, suprised by Wong's power, found more success in attacking Wong directly, sending him flying with a blast from his wand. Pandarus then summoned magical hands and used them to bury Wong under a pile of snow. Wong retaliated however, and sent Wong flying into a wall and trapped him in magical hands of his own. The force of the impact killed Pandarus, and Wong left to inform Odin of this development.

Enraged after hearing that Shredder and Hun lost the Forty Thieves, Ruber instructed Lord Maliss to recruit new sorcerers and magical beings to their cause. Traveling in a forest, Maliss came upon a strange fox which he suspected had some magical ability. The fox was engaged in a brutal fight with a large black bear. The fox seemed outmatched by the bear's strength, but it lured its opponent to a waterfall and tricked the bear into breaking a log bridge, destablizing the ledge and causing the bear to plummet off the cliff to its death. The fox then revealed its true self as the devious trickster demon Darkheart. Maliss, impressed, decided to take Darkheart on as his personal apprentice.

Kent Mansley was ordered by Ruber to find a scientist to help with a top-secret project meant to contain potential threats to his power. Mansley selected two possible men for the job, the acclaimed inventor Professor Norton Nimnul and the devious roboticist Doctor Ivo Robotnik. Initially hired to work together, a rivalry developed between the two scientists, leading Nimnul to try and steal Robotnik's robotizication ray, which could transform living beings into robots under his control. Robotnik caught wind of the theft and attempted to take Nimnul down, only for Nimnul to blast him with the ray. The blast converted Robotnik's hand into a mechanical gauntlet. Robotnik's SWATbot minions, alerted, swarmed the compound. Nimnul managed to escape, but Robotnik pursued him across the city and fired on his vehicle, a bus converted into a flying machine. Nimnul manged to parachute out of the bus before it exploded, but this went unnoticed by Robotnik, who assumed Nimnul died in the explosion.

Rumors began to spread through the criminal underworld that, before her death, Madame Medusa had come into the possession of a vault containing untold wealth. Mojo Jojo, having recovered from his injuries sustained in his battle with Drakken, happily set out to aquire the key to this vault, but does not know that Chang, a disciple of the Dark Dragon, was after the key as well, told to obtain the vault's contents for the Acolytes. Chang managed to get to the key first, but Mojo Jojo pursued her in a tank until Chang used her magic to destroy the vehicle. Mojo, unfazed used the tank's cannon to propel himself after Chang, snatching the key. He then confronted the sorceress in a powerful battle armor, but Chang refused to give up, transforming into a dragon. Chang used her flaming breath to critically damage Mojo's armor, but Mojo used the last of his machine's power to fire an electrified net onto Chang, frying her to death. With the key now his, Mojo set out to search for the mysterious vault.

Impressed with the Huntsman's performance against his minions, the Skeleton King summoned him and his apprentice to his fortress, asking for the Huntsman's servitude. The Huntsman refused to bow to the authority of a magical creature like the King, laughing off his offer. Enraged, the King blasted the Huntsgirl with his magic, wounding her in the knee. Coming to his apprentice's aid, the Huntsman used his staff to burn the King's face. As the King recovered, the Huntsman fired a blast into the ceiling, causing the fortress to start to fall apart. The King knocked his enemy through a wall, with the Huntsgirl following after him. While the pair were distracted, the King escaped on a flying skeletal demon.

Eris approached her new ally Aku and told him of her plot to storm Olympus and take down Hades. The older and more cunning demon, while impressed with Eris' boldness, suggested they instead strike at Hades' allies, picking them off one by one until the god had no minions to shield him from attack. Aku first tracked down Hades' river guardian, the centaur Nessus. Aku traveled to the edge of the Great River and demanded Nessus surrender and renounce Hades, but the mighty Nessus only laughed at the demon lord. Aku attacked, blasting Nessus with his eye beams. Nessus survived and charged at Aku, but the demon then transformed into a gorilla and beat Nessus to death.

In deep space, Megatron emerged from his long absence after the end of the first war, gathering the Decepticon forces to strike against Earth once more, eager to avenge his earlier humiliation. Back on Earth, the Shredder confronted Hun and Baxter Stockman (the latter now missing an eye), calling them out for their failure and the loss of the Forty Thieves.

Seeing the Huntsman, Huntsgirl, Sa'luk, and the Forty Thieves as potential allies against Ruber's weakening empire, Shan Yu brought them to China where he accepted them into his faction. On the Forbidden Mountain, Maleficent tested Jafar's power by making her first wish, demanding that he restore Diablo to life after the bird was turned to stone in the first war. The Witches of Morva laughed at this, believing that not even Jafar was that powerful, but he proved them wrong by restoring Maleficent's loyal familiar.

In a secret meeting, Destro confronted Demona and told her how impressed he was by her bold attack on Cobra Commander's headquarters. The arms dealer proposed an alliance with the gargoyle, who eagerly accepted. Back in Paris, Maliss presented Darkheart to Ruber, who was unimpressed with the seemingly frail young boy. Angry, Darkheart showed his true demonic form to Ruber, who took back his doubts, now convinced that Darkheart was just what he needed to turn his fortunes around.

In his Snake Mountain stronghold, Skeletor summoned his mightiest warriors: the sorceress Evil Lyn, who also served as Skeletor's consort; the mighty Trap Jaw; the strategist Tri-Klops; the brutal Beast Man; and Merman, who had recovered after his battle with Ursula. Together, the group planned to expand their empire by striking at strategic locations, including Agrabah and Atlantica. Meanwhile, with his base destroyed, the Skeleton King sought an alliance with the jungle sorceress Queen La in order to rebuild his power base.

Meanwhile, in the depths of a European forest, a certain disfigured queen emerged from hiding and plotted to make her triumphant return.

Skeletor Strikes
Six months before the Second War began, following the downfall of Mok, the Quarrymen (a group of terrorists devoted to protecting humanity from inhuman threats) were sent by their leader John Castaway to destroy Mok's remaining equipment to prevent the demon summoned by him from ever returning to Earth. Breaking into one of Mok's abandoned bases, the Quarrymen was confronted by Galvatron, the finished upgraded form of Megatron, who had suffered months of cruel experiments to turn him into a weapon for Mok. Thinking the Quarrymen agents of Mok, Galvatron attacked them in revenge for the pain caused to him, but when he learned they were only there to destroy Mok's computers, he let them finish their mission. With the computers destroyed, Galvatron was able to rebuild himself into Megatron, only to find Castaway was interested in making him a pawn of his own. Vowing to never become anyone's tool ever again, Megatron easily defeated Castaway and the Quarrymen, forcing them to retreat. Megatron then returned to space to find the other Decepticons.

In the present day, Xanatos met with infamous billionaire Vlad Masters, secretly the ghostly supervillain Vlad Plasmius. Xanatos revealed that he had evidence proving Masters was Plasmius and planned to leak the evidence to the authorities unless he agreed to work for Xanatos. Unwilling to sacrifice his freedom and resources to Xanatos, Masters took on his Plasmius form the following evening and set out to strike at Xanatos before he could carry out his threat. At Xanatos' headquarters, Plasmius was attacked by three of Xanatos' Steel Clan gargoyle drones. Plasmius' ethereal form easily withstood the drones' laser weapons,  and he retaliated by blasting a drone out of the air. However, another proved more of a threat, evading Plasmius' attacks and countering with an ectoplasmic net designed to trap Plasmius in his ghostly form. As Plasmius was subdued, the drone revealed itself to be Xanatos himself, wearing a suit of power armor.

In hiding after the fall of her criminal empire, Cruella de Vill met with fellow refugee Percival C. McLeach, who had allowed the world to believe him dead after his fateful battle with Tzekal Khan in order to avoid punishment for his failure. Cruella contracted the poacher to find and kill Major Bludd as a stepping stone towards reclaiming her power. Finding his quarry on a desert highway, McLeach gave chase in his rig. Seeing he was being pursued, Bludd turned around and faced McLeach head-on, trying to get him to flinch. This ploy was unsuccessful, as McLeach's larger vehicle knocked Bludd aside easily, knocking him from his car. Surviving the wreck, Bludd pulled a gun on McLeach, only for the outlaw to hurl a knife that knocked the weapon from Bludd's hand. Retrieving an RPG from his car, Bludd tried to shoot back at McLeach, only for McLeach to get back in his rig and fire a rocket at the mercenary, killing him.

Dr. Sevarius tracked down a colleague, the brilliant but childlike geneticist DNAmy, hoping to gain her services in producing genetically-altered soldiers for Xanatos. Amy agreed, but Cobra agents found out about the alliance and informed Cobra Commander and the Baroness. The pair decided to send their own geneticist Doctor Mindbender, himself an immature genius, to sabotage Amy's work. Infiltrating DNAmy's lab, Mindbender sent his prototype android Bio-Vipers to destroy Amy's work, but she summoned her own creations, monstrous animal hybrids she dubbed her "Cuddle-Buddies". In the ensuing battle, the Bio-Vipers slew many of Amy's Cuddle-Buddies, enabling Mindbender to destroy the Gene Splicer Amy used to create her monsters. As Amy desperately tried to salvage her work, Mindbender escaped the burning lab.

At last having rebuilt Coyote, Baxter Stockman presented the android to Hun. Deciding to test the machine in battle, Hun told Stockman to send Coyote to confront Nikolai Technus, a ghost with the ability to control all technology. Tracking Technus down, Coyote fired on him, but the ghost dodged his blasts and retaliated with his magic, striking Coyote down and burning off his flesh. A second blast felled the android, and Technus hacked into Stockman's computer system, warning him not to test his wrath again.

Valmont found that another of the talismans needed to free Shendu was owned by Queen Narissa, a powerful sorceress who ruled over a distant kingdom. Narissa had stayed out of the first war, preferring to develop her own plans in solitude, but she struck at Valmont and the Dark Hand as they snuck into her fortress, throwing up a smoke screen with her magic. When Valmont refused to back off, Narissa transformed into a griffin-like monster to take the fight directly to her enemies. Although Narissa's fire breath kept the Dark Hand at bay, Valmont's talisman proved useful as a weapon, blasting Narissa to the ground. With Narissa stunned, Valmont had his men take off with her talisman while he stayed to hold her off. Narissa struck him with eye beams, but he recovered and shot her down with another blast from his talisman. With Narissa subdued, Valmont rejoined his men, now owning two talismans.

Skeletor decided to begin his war of conquest by striking at Atlantica, which Merman had already successfully scouted. In order to make the battle easier, Evil Lyn cast a spell enabling Skeletor's forces to breath underwater. So empowered, the warriors marched on Atlantica, watched from afar by Ursula, who mustered her own armies to defend her city. Evil Manta's warriors arrived on the battlefield first, confronting Merman, who rode a giant sea monster into battle. The monster easily slew the warriors, with Triklops and the other minions of Skeletor backing it up. Marina del Ray swooped in with her eel minions, hurling knives at Evil Lyn, but the sorceress deflected the weapons with a magic shield. She then struck back, crushing del Ray's eels under a massive boulder before knocking out del Ray herself with a magic blast. Evil Manta next dove into the fray, tackling Lyn and two more of Skeletor's warriors, Clawful and Whiplash. With Lyn out of action, Merman comanded his sea monster to attack Manta, blasting him away with a magic blast from his sword. At last, with her minions either dead or beaten, Ursula herself entered the battle, easily crushing Skeletor's men with her immense magical powers. Just when it seemed they might lose, Skeletor came in to turn the tides. He used his own magic to crush Ursula with a rockfall, only for her to recover and hurl a large boulder back at him. Infuriated, Skeletor blasted the boulder into rubble with his magic as Ursula unleashed her full power on Evil Lyn, knocking her out of the fight once more. As Ursula prepared to bring the Trident to bear against her enemies, Merman's sea monster attacked, slashing her across the arm with projectile teeth. Skeletor took advantage of the distraction to shatter the Trident with a blast from his staff, bringing to an end Ursula's reign. With the source of her power destroyed, Ursula fled, leaving Skeletor victorious.

At last feeling confident enough and recovered enough to make the journey to Forbidden Mountain, Queen Grimhilde asked Maleficent to undo Rasputin's curse and restore her beauty. Maleficent, wishing to prove Grimhilde's worth, demanded she first punish Rameses for Maleficent's loss of Egypt during the first war. Grimhilde, eager to do anything to win back her power and beauty, decided to strike at the Pharaoh's innocent son. She gave him a poisoned apple and watched with sadistic glee as he ate it and collapsed. Mansley arrived on the scene but was too late: Grimhilde had escaped and Rameses' son was dead. In mourning, Rameses vowed to make the world pay. He would do whatever it took to end the war and remove all its players in vengeance for his son's murder.

Concerned that Mindbender had tipped his hand too soon, Cobra Commander ordered the Baroness to dispose of the Bio-Vipers before they could be traced back to Cobra. The Baroness activated a killswitch that disintegrated the Bio-Vipers, leaving no evidence that Cobra's enemies could use against them. Meanwhile, livid with Stockman's latest failure, the Shredder ordered him to be mutilated once again.

Deciding to move on to the next conquest, Skeletor placed Merman in charge of Atlantica. As Merman plotted his domination of the seas, Marina del Ray was locked in Atlantica's dungeons for the rest of her life. At the same time, Fire Lord Ozai made plans to strike out at the rest of the world, declaring that a new age where only the Fire Nation was supreme was coming soon.

Ursula found refuge on Forbidden Mountain, throwing in her lot with Maleficent. In her own kingdom, Narissa decided the time had finally come to make her own move in the war, contacting Skeletor's old master Hordak and promising to release him from his extradimensional prison if he would accept her as his apprentice. In Agrabah, with Jafar believed gone for good, his old pawn Abis Mal and Mal's partner, the Greek genius Mechanicles, took the throne.

In Egypt, Rameses accessed a hidden tomb where an ancient alien sorcerer lay dormant. Despite the fears of his people, Rameses released the sorcerer from his prison, vowing to serve him if he would avenge his son. The sorcerer, calling himself Mumm-Ra, announced that Rameses' loyalty would be rewarded...

Fire and Beasts
Ozai, beginning his plans to create his new world, tasked his greatest general Admiral Zhao with eliminating King Ratcliffe's naval operations and taking England. The Admiral agreed, and set out with his fleet, confronting the English navy, commanded in person by Ratcliffe, in waters off the coast. Zhao then engaged the king of England's flagship, and soon gained the upper hand. As Ratcliffe attempted to flee, seeing he was in over his head, Zhao's men unleashed their assault, pelting Ratcliffe's ships with fire and advanced catapults. Ratcliffe soon found himself outmatched by Zhao's superior weaponry, and his flagship was sunk. He was knocked into the seas and barely managed to escape drowning, swimming to shore while Zhao watched from afar.

Xanatos held a meeting with Cruella and told her of an ancient talisman that could help her gain revenge on Cobra Commander and rebuild her criminal empire. Cruella sent Jasper and Horace to retrieve the talisman, but they were intercepted by the Dark Hand's most lethal enforcer, Hak Foo. Jasper threw both a bottle and a dart at Hak, which stunned him briefly. Before the two could finish Foo off, he grabbed the talisman, and used it's powers to light Horace's pants on fire. The two were then buried in rubble, and Hak Foo departed wih the item.

After losing his territory to the Gangreen Gang, Negaduck set up buisness in a new city. However, he stumbled across a supernatural doll, that revealed itself to be the cross-dressing demon Him in disguise. Him launched an attack on Negaduck, hoping to succeed where the Gangreen Gang had failed and take over the criminal underworld himself. Him transformed into a monstrous, lobster-like being to eliminate Negaduck, replete with extra heads for arms. Though Negaduck was startled at first, he overcame his fear and replaced it with anger. Wielding his signature chainsaw, Negaduck sliced off the extra heads. Him used his tail to cause an earthquake, sending Negaduck plummeting to the ground. As Him reveled in his "victory," Negaduck shot him with twin lasers, depowering the demon. As Him pleaded for mercy, Negaduck opened a portal into the netherworld, sending Him into the pit of despair whence he had risen.

Oruku Saki held a meeting with Cobra Commander and they formed an alliance to dispose of Xanatos once and for all, ending his domination of the criminal world. Unbeknowst to either leader, Destro contacted Demona again and told her what the Commander was planning. He told her that if the planned strike was successful, someone would need to step in and fill the void before anyone else could...

Confident in their new power, the Gangreen Gang arrived on the private isalnd of the wealthy Senior criminal family and proposed an alliance. Senor Senior Senior, offput by the Gang's crude demeanor rejected this offer. Offended, the Gangreen Gang manipulated the wild hillbilly Fuzzy Lumpkins into attacking the Senors, telling him the Seniors planned to destroy his homestead. Fiercely protective of his property, Fuzzy arrived in the Seniors' home, where Senior Senior and his son Senor Senior Junior manned their security system against him. Although briefly stunned by a laser blast, Lumpkins shot back, destroying most of the lasers. He then contorted his body into a ferocious, feral form, ready to tear the Seniors limb from limb. Before he could attack, however, Senior Senior triggered a massive top, crushing him to death under it.

The Decipticons Lugnut and Blitzwing, traveling through space and scouting for new territory for Megatron, soon found themselves shot down by the newly revived Warp Darkmatter. Warp stated that the two alien robots were in violation of Zurg's airspace and engaged them in combat. Lugnut was able to decimate Warp's hornet robots, and Blitzwing eliminated Warp's own weapon, much to Warp's suprise. Unable to take down the two of them alone, Warp soon retreated to tell Zurg of this incursion.

Xanatos and Dr. Drakken arrived at Owen's headquarters and task him with eliminating the ghost jailor named Walker, hoping to recruit his charges. Owen, however, decided not to dirty his own hands, and tasked the deed to Duff Killigan, a Scottish, golf-obsessed mercenary. Duff accepted the mission, and soon engaged the ghost at his prison. He made quick work of Walker's henchmen, but Walker proved to be more of an opponent, melting Duff's golf clubs with a blast of magic. Duff retaliated, pelting him with golf balls, until Walker managed electrocute Duff with his power, enabling him to escape.

After Owen informed Xanatos of Killigan's failure, he was then contacted by Cobra Commander, who proposed that they cease hostilities and meet to try and work out a deal on neutral ground. Xanatos agreed, eager to pursue other matters and believing he could kill the Commander if he tried to double-cross him. When he arrived at the meeting place, clad in his battle suit, he was met not by Cobra Commander, but rather the Shredder himself. Xanatos was caught off guard by this opponent, who then reveals himself as none other than Oroku Saki. Xanatos attacked with his lasers and weaponry, but the Shredder was far too agile and powerful to be defeated. With a rapid flurry of strikes, Shredder severely damaged Xanatos's armor, and leveled him with a powerful blow. Shredder then left Xanatos for dead, not knowing that the crafty Xanatos survived.

Odin and his Acolytes discovered that a shard of a powerful crystal they sought was in the possesion of Mozenrath. They sent Devimon to retrieve it and slay Mozenrath. Infiltrating the lair of Mozenwrath, Devimon encountered the enchanter, who warned him to flee lest he be killed. Devimon transformed the surrounding area into a rocky battlefield, while Mozenrath attacked with his magic. Devimon survived the blast, and responded by trying to crush Mozenrath under a rockslide, only for Mozenrath to levitate a rock platform above the debris. The two continued to fire magic blasts at each other, with Devimon managing to knock Mozenrath from his perch. The enchanter was barely able to keep himself from falling onto jagged rocks below, while Devimon sneakily snatched up the artifact before departing. Mozenrath knew that on this day, he had been outwitted.

Rameses, having freed the evil Mumm-Ra, asked the creature to demonstrate his powers, believing time may have dulled them somewhat. Mumm-Ra, insulted that a mere mortal would dare doubt his abilities, sets his sights on the Pride Lands and its ruler, Scar, hoping to remove him from the war altogether. Traveling to the Pride Lands, he soon encountered the lion, and demanded that he bow down to him and proclaim his allegiance or die. Scar refused, believing his army of hyenas would easily tear this lone intruder apart. As the hyenas made to devour Mumm-Ra, he unleashed a magical blast which blew them apart, killing legions of them. With Pride Rock now burning, Scar attempted to flee, leaving the hyenas to suffer Mumm-Ra's further wrath. Scar soon found himself cornered on the edge of a cliff, with Mumm-Ra closing in quickly. Scar quickly swiped ashes into Mumm-Ra's face, burning him and forcing him back. Scar commanded the surviving hyenas to aid him, but they abandoned him instead, furious that he had left them to die. With nothing left to lose, Scar attacked, leaping at Mumm-Ra, but Mumm-Ra counters with a fatal blast of magic that knocked Scar's lifeless body to the ground, as the rest of his kingdom burns. Mumm-Ra ordered the remaining hyenas to bow to him and follow his command, and they agreed, fearing his might.

Deep in Ruber's kingdom, Horace and Jasper were transported to a new super-prison that Kent Mansley had built as a way to contain enemies of the regime, presided over by the alien-mutated Alpha, the cyborg agent Bishop, and Doctor Robotnik and his nephew Snively. As Zhao's forces create a blockade around England's borders, now controlling the seas, King Ratcliffe held an emergency meeting with the Russian nobleman Count Nikolas Rokoff and Lt. Colonel Staquait of the French Foreign Legion as they planned a counterattack.

A now despondent Cruella, believing she was failing every time she tried to reclaim her power, was approached by Mok Swagger. With nothing left to lose, she joined him, unaware that Mok already had plans for her in mind. In the ruins of the Pride Lands, Zira grieved over Scar's lifeless body as Shere Khan arrived on the scene. Zira rallied the lionesses to attack Mumm-Ra and avenge their leader, but Shere Khan was not too impressed by Zira's new leadership role. Kaa, curious about what Zira had planned, decided to throw in his lot with her.

Meanwhile, Xanatos finds himself locked away in prison, having been found and apprehended by the police after his battle with the Shredder, and Baxter Stockman found himself now confined to a mechanical wheelchair after his last punishment. In the wake of Xanatos' imprisonment, his followers quarrelled amongst themselves on what to do next. Demona was then pressured by by them to assume leadership. She agreed, remembering Destro's words. And on Planet Z, Zurg called together his new alliance of galactic villains, including Gantu, Warp Darkmatter, the alien warriors Warhok and Warmonga, the robotic vampire Nos4a2, the gravity-controlling Gravitina, and the mad scientist Dr. Hamsterviel.

New Levels of Consciousness
As part of his plot to release Chernabog once again, Mok Swagger used his interdimensional technology to send Cruella de Ville into the Live-Action Universe to retrieve a mystical puzzle box known as the Lament Configuration. As Cruella arrived, the leader of the demonic Cenobites, the sadist Pinhead, sensed her presence and resurrected the dream-walking serial killer Freddy Krueger to dispose of her, as the Configuration was under his protection and was crucial to his own plans. Krueger ambushed Cruella at an abandoned farm, attempting to intimidate her with his frightening appearance. The criminal only insulted his fashion sense in return. Freddy slashed at Cruella with his glove, but her thick fur coats kept her relatively safe. Cruella, for her part, hit Freddy with a pitchfork, sending the ghost flying. Krueger retaliated by hitting her with a flying air tank, knocking her back on a trapdoor. Krueger finished the fight by sending Cruella into a vat of mud. Though Cruella did not die, she failed to acquire the Configuration.

The Master Control Program, a sentient computer program, ordered his most trusted commander Sark to shut down the operations of Gideon Gordon Graves, a music mogul, and the leader of the dangerous League of Evil Exes, who the MCP thought might be a threat. Sark interupted a party held by Gideon, who didn't take kindly to uninvited guests. Graves drew his lightsaber katana, but Sark hit him with an energy disk. Graves recovered, and threw a projectile of his own at Sark. While Sark dodged, Graves took the opportunity to slice another of the energy disks in half. Sark, however, grew tired of the battle; he hit Graves with a fully powered disk, leaving the media mogul mortally wounded.

The evil queen Bavmorda had obtained a deadly spell, the Rising, and planned to unleash an army of the dead upon the world. As she performed the ritual, she was interrupted by the legendary sorceress Morgana le Fay, who sought to obtain the spell for herself. The two engaged in a battle of magic, Morgana taking the first shot by incinerating Bavmorda's guards in a firestorm. Bavmorda retaliated, twisting some nearby candlesticks into restraints to hold Morgana back. Morgana shattered the bonds and unleashed a magic blast that knocked Bavmorda to the ground, but Bavmorda recovered and seperated Morgana's spirit from her body. Morgana survived this and pummeled Bavmorda with a massive barrage of spells, but Bavmorda was equally resilient, surviving all of Morgana's blows. Bavmorda summoned a powerful lightning storm to drain Morgana's life and finished the sorceress off with a thrown fireball.

Ever searching for new contestants to join his Mortal Kombat tournament, the Outworld sorcerer Shang Tsung approached the Ghost of the Seas and Captain of the Flying Dutchman, Davy Jones, in hopes of getting Jones to join. Jones was not interested, so Tsung struck up a deal with him: if Jones could defeat Tsung's champion, the mighty half-dragon Goro, he would leave Jones in peace. Jones accepted, and set forth to battle the Shokan prince. As Goro revealed himself, Jones found himself physically mismatch, as Goro boasted four arms and supernatural strength. Jones drew his sword and attacked, but Goro leveled him with a blow. As the battle raged, the two of them found themselves at the edge of a cliff. Jones stabbed Goro, who fell over the side, but clung on for dear life. Jones looked back, where Tsung gave the command for Jones to finish the battle. Jones then stabbed Goro's hand, and the Shokan fell to his death.

The nefarious criminal Count Olaf, and his ally the Hook Handed Man, decided to infiltrate the vigilante Judge Doom's prison in hopes of freeing the mad scientist Doctor Claw. Olaf planned to forge a powerful criminal empire with Claw, and only the prison walls and Doom's forces stood in his way. Once inside, they found themselves opposed by Judge Doom and the Toon Patrol (having survived their previous encounter with Holli Would). The Judge commanded the weasels to attack, but the Hook Handed Man evened the odds, knocking out Wise Guy. Olaf then discovered the weasels weakness, and used his acting skills to make the weasels literally die of laughter. Olaf then picked up an anchor from the wall, and crushed Doom with it. With the Judge incapacitated, Olaf then freed Doctor Claw, and Olaf's plan began to come to fruition.

The demonic Evil Genius, with obvious plans of his own, discovered a powerful magical gauntlet known as Malachite's Hand. He then delivered the weapon to the sorcerer Malachite himself, hoping that Malachite will be able to eliminate potential threats to the Evil Genius's power. Knowing full well of the power Malachite's weapon possessed, Maxim Horvath, one of Morgana le Fay's most powerful followers, sought Malachite out and challenged him to a sorcerers' battle. Malachite attacked first, blasting Maxim. But Maxim retaliated, staggering Malachite. Malachite managed to burn Maxim's hand, but his rival sorcerer's expertise was too great. The two then traded fiery magical attacks, until Maxim gained the upper hand and incinerated his rival, leaving nothing but a hat to remember Malachite by.

In the magical land of Oz, tensions had begun to rise. The Nome King, ruler of the rock-like Nomes, had stolen the magical Ruby Slippers from the Wicked Witch of The West, an evil hag who sought to rule Oz. The Witch first attempted to talk the king into returning the slippers, but he refused, not wanting to give up their vast power. The Witch decided that if she had to kill the King to regain her slippers, then so be it. Upon returning to her castle, the Witch commanded her army of flying monkeys to set out against the King's mountain fortress. The King's trusted commander, Princess Mombi, saw the monkeys appearing on the horizon, and commanded her Wheeler minions to take her to the King. The Wicked Witch herself then joined the fray, flying in on her broomstick. As Mombi warned the King, the Witch's army filed into his fortress, killing the rock monsters that guarded it, much to the King's annoyance. He then used his magic to frighten the Witch's soldiers away. The Witch, however, was ready, tying his life-force to a magic hourglass, causing the King to erode into a rocky beast. The Witch then threw the hourglass at him, speeding up the process, and the magic powders inside disolved the King. Seeing the battle was lost, Mombi fled for her life as the Wicked Witch of the West regained her beloved slippers, and absolute control of Oz.

The evil Count Ruegen arrived in a Live-Action counterpart to Wonderland, hoping to convince the Red Queen to turn her kingdom over to his master Bavmorda. This, however, enraged the Queen, who called upon the Knave of Hearts, Stayne, to deal with the Count. Stayne challenged Ruegan to a duel. The two seemed to be evenly matched, but Stayne gained the upper hand, and stabbed Ruegan through the heart, much to the Red Queen's delight.

The Dark Lord Voldemort, one of the most powerful wizards alive, planned to prove once and for all that he was the undesputed master of darkness, seeking out a suitable opponent. He selected a ghostly butler named Ramsley, who boasted control over the dead. As Voldemort confronted Ramsley, the butler summoned a group of 999 evil spirits to deal with the intruder. Voldemort countered with a fiery spell, banishing the evil spirits. He then used his magics to summon a giant fiery serpent. Coiling around Ramsley, the snake's fire burned him as Voldemort opened a portal to hell. He then watched as Ramsely plummeted into the eternal fires below.

Having been trapped in the Live-Action realm ever since his encounter with Holli Would, Captain Hook had grown desperate to return himself and his crew to his own universe. With his Live-Action body aging far quicker than his animated form, Hook sought out an immortal warrior known as The Kurgan. Hoping to steal his immortality for himself, Hook challenged the Kurgan. The Kurgan rode into battle, laying waste to Hook's pirate crew. Hook then drew his weapon, and battled the Kurgan personally. The Kurgan overpowered Hook, knocking him to the ground, but the Captain attacked his enemy with his hook hand, injuring the Kurgan. Suddenly, from out of nowhere, the White Witch of Narnia Jadis appeared. She then used her magic to cause the ground beneath the Kurgan to give way, causing him to drop to his death. She then turned her attention to Hook, and returned him to the animated universe for her own reasons, much to Hook's joy.

Meanwhile, Cruella approached Docter Claw and Count Olaf with plans to forge an alliance, hoping to further Mok's plans. They accept. Lord Cutler Beckett, head of the East India Trading Company, arrived in Live-Action England and meets with the Sheriff of Nottingham's human counterpart and the corrupt Cardinal Richelieu. Beckett then proposed an alliance to control the events of the war in a way that would grant them great power and fortune.

The two embodiments of evil, Darkness and the Evil Genius, joined forces as they planned to remake mankind their own, twisted image. At her ice palace, Jadis revealed her alliance, composed of the newly exiled Mombi, the wicked Winnie Sanderson and her coven of witch sisters, and Maxim Horvath, who now was forced to bide his time after the death of Morgana, as well as an army of monsters and dark creatures. In the lands of Middle-Earth, Saruman, the White Wizard, recieved word from his master, the Dark Lord Sauron, to begin building a grand army. All the while, Voldemort planned his next move, siezing the powerful Elder Wand to usher in a new age...

Reign of Chaos
Angered by Valmont's tardiness in finding the remaining Talismans, Shendu insulted his minion and his men. Finn, one of Valmont's more hot-headed men, drew his gun and threatened the "statue", but Shendu told the Dark Hand of his true power and origins. He had once ruled over most of the world in a demonic empire. However, one of his servants, the Dark Dragon, rose up aganist him. The Dark Dragon even caught Shendu off guard, blasting him with a stream of flame. Shendu, however, recovered and pummeled his enemy with a battery of spells. The Dark Dragon, though, was but the figurehead of a massive conspiracy aganist Shendu. Chang and members of the Huntsclan, who had long suffered under Shendu's rule, worked together to fuse Shendu into his statue form. Now fully aware of what they were dealing with, the Dark Hand recommited themselves to finding the ten missing Talismans.

Believing Shendu could pose a threat to the Skeleton King's plots, Queen La sought out the shark-man Tiburon, tasking him with slaying Shendu's estranged son Drago. Tiburon was reluctant at first, not wanting to face Shendu's wrath and wary of indebting himself to the Skeleton King, but La bribed him with a replica of Triton's Trident she had crafted. Tiburon confronted Drago, but the powerful dragon stunned Tiburon with a blast of magic. Tiburon did not back down, and summoned a massive flying serpent and a few shark-hybrids to help him. He even stunned Drago with the false trident. His next shot missed Drago and set a porch rail next to Drago on fire. Inspired, Drago used this as a flaming staff. Tiburon extinguished it, but the use of so much magic caused Tiburon's mount to lose it's ability to fly, causing both it and Tiburon to plummet into the sea.

Upon hearing of Captain Hook's return to the animated universe, Mok, still furious that Hook had ruined his plans before, decided to kill Hook once and for all. At the same time, King Ratcliffe summoned the corrupt magician Sarousch and sent him to attempt to re-recruit Hook into his alliance, knowing that Hook was one of Frollo's greatest soldiers in the days of the First War. Sarousch accepted, and set out to get Hook back into the fold. Hook was beginning to consider Sarousch's offer when Screweyes suddenly appeared. Not wasting time, Screweyes powered up his fear machine, causing Hook and Sarousch's fears to come to life. Hook, however, was not scared of the crocodile illusion that was set against him, having overcome his previous fears long ago. Sarousch was not so lucky, being struck with fear as The Clown, a hideous beast, appeared. The demonic clown sent Sarousch's foot soldiers into such a panic that they attacked their leader. Hook, having had enough of Screweyes' interferance, attacked with his sword, but Screweyes escaped in his zeppelin before Hook could deliver the finishing blow.

Zurg, fearing the looming threat of the Decepticons, considered it prudent to be proactive against such opponents. He ordered NOS4a2 to infiltrate their command ship and steal their vast knowledge database. NOS agreed, and set out. Upon arriving at the command ship, NOS finds himself blocked by Blackarachnia, the Decepticon chief assassin. NOS attacked, shooting lasers from his hands and fire from his mouth. Arachnia easily dodged these attacks and responded with her own laser cannon, striking NOS down. The space vampire survived and used his wings to take to the air. With an electric assault, NOS defeated Arachnia and sucked her dry of energy. After he was sated, he successfully obtained the data.

Valmont formed an alliance with the shadow-controlling supervillain Ebon, insisting that the Dark Hand and Ebon's Metabreed would live equally under Shendu's rule. Fearing Shendu's return, John Castaway hired the gangster Tony Dracon to tear the alliance apart. Dracon and his thugs entered the lair and easily defeated Ebon's henchmen Shiv and Talon, but soon Ebon took it upon himself to get rid of the intruders. Ebon disarmed most of Dracon's men and knocked them out before slipping away into the shadows. Dracon himself then tried to shoot Ebon from a distance, but Ebon emerged and knocked the gun out of Dracon's hand. Ebon then roughed up Dracon and tied him up with the rest of the gang, promising to torture them for information and punishment.

It had been a year since Tremaine's battle with Miss Lenoir and it was the Harvest Moon once more. Miss Lenoir's spirit told her disciple Lena that if she could kill Lady Tremaine and spill her blood over an altar, Lenoir could live once again. Lena arrived at Tremaine's manor and cornered the noblewoman, transforming into a bestial werecat to deal with her. Tremaine, however, used her magic wand to summon the Arabic smoke demon Sootinai to kill Lena. Lena, completely outmatched, could hardly strike back aganist Sootinai before he drained away her lifeforce, leaving nothing more than a skeleton. Tremaine, however, banished Sootinai as soon as he killed Lena, leaving herself the lone victor.

After their victory over the Fearsome Five, the Gangreen Gang had been running roughshod over their city, challenged by none. Hades, however, decided that it was time to collect on his generosity, as the Gang had done absolutely nothing to repay him. He and Facilier selected the Weird Sisters to do the job, three beautiful witches who could no doubt deal with the troublesome Gang. When the Sisters confronted the Gang, Ace declares that he and his friends were above Hades and he refused to pay. With that, Ace and his friends attacked, using their powers to blast the Sisters into a nearby lake. This only managed to infuriate the Sisters; they then retaliated with a magical maelstrom that removed the Gang's powers, leaving them helpless street toughs once more. The Sisters eradicated the Gang with a blast of magic, leaving Ace to watch in horror as a fatal lightning bolt streaked his way.

Still searching for her missing husband, Fox Xanatos contacted her associate, the ninja lord Monkey Fist, and tasked him with finding Xanatos. Monkey Fist accepts. His search eventually led him to a secret Cobra facility, where he and his monkey ninjas used poison blowdarts to dispose of the guards. Once inside, he had his monkeys destroy the gun turrets guarding the main computer, then hacked into it and discovered that Oroku Saki had Xanatos held captive beneath his headquarters. He was unaware that the Baroness was watching him, and she sent her own ninja assassin Storm Shadow to deal with Monkey Fist. As he confronted the intruder, Storm Shadow was able to wound Monkey Fist with his sword, but Monkey Fist was able to recover and use the surrounding smoke to make a quick getaway, having already gotten the information he needed.

John Silver, secretly wanting revenge against Maleficent for not paying him for obtaining Jafar's lamp, decides to leave her a special present: a strange statue he had come across in his travels. Maleficent accepted the gift before departing with Jafar to oversee other matters, leaving Pete, Ursula, and her other minions to guard the statue. Shortly after, the statue broke open to reveal Discord, the embodiment of chaos hailing from the distant realm of Equestria. Pete and Ursula were unimpressed by the creature and begin to taunt him. Discord responds by using his chaos magic to cause Pete's pants to fall down, and then electrocuted Ursula. He then made quick work of Maleficent's goons and teleported away.

In Egypt, Mumm-Ra returned from the Pride Lands and met with his two greatest generals, the lizard-man Slithe and the feline Grune. With Rameses away on other business, Mumm-Ra saw fit to see to his own goals, including seeking revenge on the evil goddess Mirage, who had been responsible for imprisoning Mumm-Ra long ago. Grune and Slithe left with a small army, but when they arrived, Mirage overwhelmed them with her magic. Grune leapt into action, using his magic club to wipe out Mirage's own goblin troops. Mirage proceeded to wipe out the alliance's division of giant walkers. When Grune tried to personally strike Mirage down, she disarmed him. Outclassed, Grune and Slithe escaped.

In the Live-Action Universe, Lord Beckett hired the big-game hunter Van Pelt to dispatch the Sanderson Sisters, who could pose a threat to his plans. Van Pelt stormed into their house with his trusty rifle, but found the witches in waiting. As Van Pelt readied his assault rifle, Winnie fired a sword composed of magic at him. Though this did not kill Van Pelt, it did throw off his aim. Before Van Pelt could fire another shot, Winnie and her sisters turned his body into pixels, sending the enraged hunter into the Animated Universe.

Voldemort sent his most trusted servants, Lucius Malfoy and Bellatrix Lestrange, to recover a prophecy that told who would win the upcoming war. At the same time, Horvath sent Captain Barbossa to find the prophecy, promising to lift the curse upon him and his crew if he succeeded. Lucius found the prophecy first, but Barbossa arrived to claim it himself. Bellatrix, the more dangerous of the pair, threw a knife into Barbossa's heart; the pirate simply wrenched the bloody knife out. As Bellatrix and Lucius marveled at the occurence, Barbossa revealed that he and his men were skeletal warriors that could never die until the curse was broken. Malfoy drew his sword cane in an attempt to protect the prophecy, but Barbossa calmly shot him in the chest. As Bellatrix fled, Barbossa discovered that he had actually destroyed the prophecy by accident.

Having had seven months to relish the "Ruberian Age", Ruber planned to hold a grand celebration to commemorate his reign as king of the world. As Ruber and his war council began to celebrate, a giant red mass rose through the floor. It turned out to be none other than the evil genie, Jafar. Meleficent had wished to be rid of Ruber, and Jafar had come to honor the wish. Ruber's men attempted to attack, but Jafar rendered their weapons useless. Seeking to land a killing blow, Ruber charged, but Jafar blasted him with a mighty magical assault, leaving nothing but a headplate to remember the former king of the world by as Ruber's war council looked on in horror.

Maleficent then celebrated her victory, believing Ruber utterly destroyed, but Jafar warned her not to revel in victory just yet, as genies are forbidden to kill. As it turned out, Ruber had been transported to limbo, where he was reunited with his old ally, Rasputin. Together, the two planned their escape back to the world of the living.

Menwhile, with the defeat of the Gangreen Gang, the crimelord Fat Cat arrived to claim the criminal underworld for himself. Elsewhere, as Discord learned of the events of the First and current wars, he was sorely disappointed by how much chaos he had been missing out on. Seeing Eris and her allies as kindred spirits, Discord joined up with her.

Monkey Fist, now knowing of Xanatos' whereabouts, reported to Fox, who had Dr. Drakken plan a rescue mission. Realizing that Mok was after his head, Captain Hook met with King Ratcliffe and Sarousch in England, where he accepted their offer of an alliance.

Fearing Mumm-Ra's wrath, Mirage sought out Abis Mal and Mechanicles, who believed she would prove to be useful to their cause. And, in his pyramid, Mumm-Ra assembles his generals: Grune, Slithe, the deranged Kaynar and the brutish Addicus, preparing for the next stage of the war.

Fall of the Shredder?
Atop Forbidden Mountain, Maleficent and her allies celebrated Ruber's defeat. However, their revelry was interrupted by Hades, who, having heard of Ruber's death, wished to once again forge an alliance with Maleficent. She declined, pointing out Hades' torrid affair with Eris and demanded that he leave. As Hades' departed in humiliation, Ursula approached Maleficent and asked her to restore her pets, Flotsam and Jetsam. Feeling generous, Maleficent did so, and the festivities continued. Jafar and Iago, however, were less than happy about their continued servitude. Little did they realize that they were being watched by Azula. Meanwhile, Demona and Sevarius took advantage of Xanatos' absence to unleash his old secret weapon: Thailog, the evil clone of the deceased gargoyle Goliath.

With her father having heard of the mystical lamp in Maleficent's possesion, Azula had been sent to retrieve it. As she reached Maleficent's throne room, she found herself barred by Ursula, who was guarding the lamp. The witch challenged Azula to a battle, and attacked. Azula struck with her firebending, but Ursula teleported away from the strike and retaliated, firing magical orbs. Azula dodged the assault, using her speed to outrun the corpulant witch's magics. Azula then capitalized on Ursula's slow attacks, striking her with a bolt of lightning. Azula then snatched up the lamp and escaped, leaving Ursula fuming with anger.

Mojo Jojo finally tracked down and unlocked Madam Medusa's hidden vault, revealing a vast trove of crystals inside, much to his delight. Having knowledge of the crystal's secret powers, Yzma planned to use a youth potion to make herself beautiful in an attempt to charm the crystals away from the mutant monkey. Shan Yu agreed to Yzma's plot, sending her away with his blessing. When Yzma arrived at Mojo's lair, her attempts to charm him were thwarted by the Skeleton King, who had arrived to check on Mojo's progress. Suddenly, Yzma's potion began to wear off, revealing her ugly old form underneath. Seeing that all had gone wrong, Yzma went with plan B. She revealed a gigantic mechanical squid lying in wait. Mojo, having already planned for such an attack, pulled a mystical statue from the vault. He then used it to summon a flood, trouncing the mech.

With their first part of the plan completed, Eris and her allies discussed their next move. They decided to attack Typhon, the Father of all Monsters, hoping to cut off Hades' supply of minions. Aku traveled to the surface, relishing the chance to "show the world who is master". As he confronted Typhon, he summoned a bolt of lightning, which struck the giant beast. Typhon, proving to be far more resiliant, struck Aku with his fire breath as Aku was busy gloating, injuring the Shogun of Sorrow. Aku then used his eye lasers to blast Typhon against a nearby mountain. Typhon, having grown tired of the battle, began to pick up the mountain in an attempt to crush Aku. But the move proved to be ruinous, as Aku blasted Typhon's feet. Typhon then accidentally dropped the mountain on top of himself, killing him. With his enemy defeated, Aku then delighted himself by burning down a nearby village.

As the time of salvation grew near, Fox gathered together Doctor Drakken and the mercenary group known as the Pack to assist her in her plan to rescue Xanatos from the Shredder's clutches. They were surprised when Macbeth suddenly appeared and offered them his own services. Fox obliged, knowing of the Scotsman's fearsome reputation.

Fox and the Pack infiltrated the Shredder's headquarters in the dead of night, but came up against strong resistance in the form of his adoptive daughter Karai, and his elite Foot ninja guards. The Pack soon managed to take down the flimsy robot guards in quick succession. However, Karai proved far more competent than the robots, downing both Hyena and Wolf in quick succession. Fox proved a more difficult opponent. Though Karai assaulted her with both katana and whip, Fox knocked her out with a swift left hook. From his chamber, the Shredder watched in disbelief, calling on Stockman and Hun to dispose of the intruders.

Drakken and Shego were up next, infiltrating the compound. As they made their way through the fortress, they soon found their way blocked by Hun, who revealed a secret weapon to deal with them: Baxter Stockman, now nothing more than a disembodied head but armed with a giant mechanical suit of armor. Shego challenged Stockman, who used his mechanical arms to keep her fire away from him, nullifying her attacks. Hun, not wanting to be left out of the battle, lept into an attack vehicle. Drakken then called in his androids to deal with Hun, but Hun used the vehicle's cannon to obliterate them. Meanwhile, Shego and Stockman continued their battle. Shego dodged Stockman's assault of missiles and bullets, until Stockman got a lucky shot in, sending her down and burning Drakken's face in the process. Shego then retaliated and damaged the mech, cutting off one of the legs. She then picked up a rocket launcher nearby, and blasted Stockman out into the streets, defeating him. Using a laser device, Drakken destroyed Hun's vehicle, causing him to flee.

Meanwhile, with his entire compound engulfed in chaos, the Shredder decided to join the fray himself and take out the threats personally. However, he found his way barred by Macbeth, there to distract him while Fox located Xanatos. A fight to the death soon broke out as Macbeth lit the Shredder's throne room on fire. Shredder attacked, leveling Macbeth with a strong kick. He then ran, Macbeth giving chase. Shredder ambushed him, slashing Macbeth across the arm and the side of his head. Macbeth then grabbed a nearby spiked meditation table, and shoved it at Shredder, knocking him through a window out onto the balcony. He then pulled out a pistol and shot the Shredder, but his armor nullified the shot. Shredder then retrieved a pair of katanas, challenging his enemy to a swordfight. Macbeth armed himself by taking a ceremonial sword from the wall. Shredder's swords, however, were magic. He blasted Macbeth, but Macbeth fought on. The two then rushed one another, but Macbeth feinted and struck, decapitating the Shredder. As his enemy's head fell to the ground, Macbeth left the body to burn.

Beneath the complex, Fox blew open Xanatos' prison cell, liberating her husband. To her surprise, Xanatos revealed that he knew he would be captured, using the opportunity to test Fox's leadership capabilities and her strength against the Shredder's forces. She passed the test with flying colors, and Xanatos declared that he would reward her loyalty. As the victors departed, the headless body of the Shredder rose up, picked up his head, and walked away into the flames.

Desert Storm
Receiving word that Xanatos had escaped imprisonment, Cobra Commander met with Doctor Mindbender to discuss the progress of the Bio-Viper project. When Mindbender said that the project was falling behind schedule, the Commander threatened him to get the Bio-Viper ready soon or he would be forcibly replaced.

In Agrabah, Mirage summoned the undead sorcerer Ayam Aghoul and the genie-hunting Mukhtar into her ranks, bolstering the forces of Agrabah in preparation to strike back at Mumm-Ra.

Wary of Fire Nation activity near their island, the Senor family called together their allies, including Duff Killigan, DNAmy, Monkey Fist, and Shego. Shego, wanting to finish off Azula after their previous battle, asked Monkey Fist to look into the Fire Nation's military mobilisation. He brought along his fellow ninja Fukushima on the mission, but they were confronted by the Fire Nation assassin known as Combustion Man. Fukushima tried to strike Combustion Man with his staff, but the Fire-Bender ignited a massive explosion, shattering the staff. Fukusima stepped up his assault, encasing Combustion Man's head in ice and striking his third eye with a pebble when he broke free. Though the two attacks disoriented Combustion Man, he recovered. He finished the fight, slamming Fukushima into a wall with lethal force. He then surrounded him in icicles, leaving the ninja for dead. Monkey Fist fled rather than face such a deadly opponent.

Warmonga begged Zurg for an assignment, eager to do her part in the war with the Decepticons, and he decided to send her to take out Megatron's second-in-command, the treacherous Starscream. When the two encountered one another, Warmonga tried to shoot Starscream with a blaster pistol, but he simply evaded the shot and fired his Null Ray at her. While this blow would be lethal to a robot, Warmonga was organic. She thus survived the blow and deflected several more of Starscream's attacks. She even used a whip-like device to shock Starscream. The Decepticon modified his body into an F15 jet, but even this form took a hit from Warmonga's blaster. But Starscream couldn't be beaten by pure firepower; his lasers utterly overwhelmed his lesser opponent and knocked her unconscious.

Having suffered severe losses in his ranks, Hades approached the monstrous Gorgon Sisters Medusa, Euryale, and Fury in hopes of forging an alliance. At the same time, however, Eris had brought the three witches known as The Trix into her alliance. As fate would have it, the two teams of sisters would soon meet on the battlefield. The Trix sisters summoned a massive thug to take out the Gorgons, but Medusa defeated the brute with a single shot of magic. Darcy of the Trix then fired lighting bolts at Fury, but the far more nimble Gorgon dodged this attack. Darcy then created a massive tornado which forced all three of the Gorgons back. The Trix laughed at the Gorgons for their fear, but were soon punished with blasts of laser vision. Stormy of the Trix recovered and wounded Fury, and created multiple copies of herself, reinforcing them with another tornado of her own. Fury dispersed this tornado and then the clones. Fury, not wishing to be outdone, created a tornado herself, sucking Stormy and Darcy into it. Icy, the last Trix sister standing, managed to block Fury's next attack, and responded with a shockwave. However, Fury regrouped and sent Icy plummeting to her death with a magic blast.

Having found himself trapped in the Animated Universe, Van Pelt set out to make a name for himself among the villain powers by killing the biggest, most ferocious animals he could find. He soon stumbled upon the fearsome gorilla Tublat and his ape army. Tublat commanded his followers to attack, not taking kindly to Van Pelt's poaching, but Pelt managed to kill them off. Tublat then attacks Pelt, taking advantage of the hunter's reload time to knock him into a waiting giant venus fly trap. Using the distraction, Tublat attempted to kill his rival wih a rock, but Pelt raised his rifle once more and shot Tublat into the nearby river rapids.

Sensing the time was right, the demoness Wuya pressured the childlike mastermind Jack Spicer into collecting the pieces of the powerful Shen Gong Wu and taking the world for his own. Lady Tremaine, catching wind of these plans, used her magic to turn her daughter Drizella into a hideous monster, and sent her to stop Spicer. Drizella found Jack, who was wielding his Monkey Staff. Jack successfully blasted Drizella away with a Shen Gong Wu. He then used the Monkey Staff to transform into a strange monkey-human hybrid. Though Drizella whipped him with her tail, Spicer's new agile body allowed for increased endurance. He outmanuevered Drizella and struck her directly with the staff, reversing the spell and forcing her to retreat.

In the Live-Action realm, Dr. Claw met with the eccentric arms dealer Jean-Baptiste Emanuel Zorg, hoping to combine their criminal empires. Not seeing Claw as a worthy ally, Zorg refused the offer. Insulted by the rejection, Claw returned to his helicopter and prepared to leave, but his pride had been wounded, and he would not go without a fight. He launched a missile at the building as a parting shot. The shot missed Zorg, who decided to teach Claw a lesson. Zorg fired arrows from his ZF1 submachine gun, destroying the controls of the helicopter. Claw parachuted out rather than die in the helicopter, which crashed into Zorg's building. Fortunately for him, Cruella was waiting outside in an escape car.

Skeletor enacted the next phase of his plan, this time targeting the city of Agrabah with the full force of his henchmen. Mirage's new allies rallied to the city's defense. Mechanicles spurred Abis Mal into action, activating a switch that brought forth a platoon of the Al-Muddy mud men. As Skeletor deemed this threat beneath him, he sent Evil Lyn to deal with them. Evil Lyn unleashed a blizzard that froze the Al-Muddy where they stood. As the two-headed Two-Bad fired on a retreating Abis Mal and Haroud Hazi Been, Mirage struck him down with a blast of magic. The Mukhtar stepped into the fray, dueling with Trapjaw. Trapjaw initially took the advantage with his brute strength, but was shocked when the cunning Mukhtar fried his robotic arm with a magical lantern. Recovering from his surprise, Trapjaw bit the Mukhtar's sword in half. Meanwhile, Abis Mal and Mechanicles activated a gigantic robot in the shape of a praying mantis, facing off with Tri-Klops. Tossing a grenade into a lava pit, Tri-Klops detonated it as the mantis robot passed over it, spraying the mech with lava and bringing it down, though Abis Mal and Mechanicles managed to survive. As Evil Lyn confronted Mirage herself, the evil goddess summoned a mystical dragon to dispose of Lyn. Firing lightning bolts at the dragon, Lyn slew it and turned it back into magical energy. Seeing her army falling, Mirage brought down a pillar with a magic strike to shield her escape, just as Skeletor entered the palace. The Overlord of Evil found himself opposed by Ayam Aghoul, seeking to protect his mistress. Skeletor summoned a magical maelstrom, but Aghoul broke free by tossing a skull bomb at Skeletor, knocking him back. Recovering after being knocked into a wall by Aghoul's magic, Skeletor retrieved his staff and blasted Aghoul into seeming nothingness. Enraged, Mirage teleported away as Skeletor claimed Agrabah for his own.

Xanatos returned home, greeted by Owen, only to discover that someone had unleashed Thailog prematurely. Xanatos and Owen deduced that Sevarius was responsible, and decided to terminate his contract of employment with Xanatos Enterprises forever. Meanwhile, following Typhon's death and needing a source of monsters for the conflict with Eris, Hades and Facilier visited Echidna, Typhon's mate and the Mother of All Monsters, securing the use of her monster children.

Having survived his encounter with Skeletor thanks to his undead nature, Ayam Aghoul sought out Yzma and offered his services to her, believing she was the "next best thing" to serving under Mirage. In a similar encounter, Abis Mal and Mechanicles were recruited by Maleficent, who promised them vengeance on Skeletor. Elsewhere, the Skeleton King and Queen La unveiled their new alliance, consisting of Mojo Jojo, the Skeleton King's old minion Mandarin, the sorceress Valina, Norton Nimnul, Jack Spicer, Wuya, Technus, and Vlad Plasmius.

In the Ghost Zone, Tzekel Khan arrived at Walker's prison and overpowered the ghost, unleashing one of its most powerful prisoners; Samhain, avatar of the dark forces of the night. At their headquarters, the Acolytes recieved a visit from the Stalker, a mysterious emissary who ordered them to speed up their quest for the crystals before their time ran out. Meanwhile, Azula transported Jafar's lamp to her father, who quickly relased Jafar and became his new master. His first wish... to be the new King of the World. Jafar granted his wish, and Ozai declared himself the Phoenix King.

Rise of the Phoenix King
In an undisclosed location, the secretive Illuminati met to discuss the recent events of the war, having manipulated many of the events from behind the scenes. Deciding that Cobra Commander had become a liability, they decided to send an expert Assassin to eliminate him, though one of their number, Xanatos, disagreed with this plan, favoring a more covert plot. Nevertheless, the Assassin soon arrived at Cobra HQ and infiltrated the grounds, launching an attack on the security systems. The Baroness, however, was alerted to his presence, and sent out security drones to kill him. The Assassin destroyed them all and soon broke into the Commander's command center, using a cloaking device to evade capture. He easily took down the soldiers inside and managed to knock out Baroness. Cobra Commander quickly struck, using the electric tip of his cane to knock out the Assassin. He swore vengeance upon those who hired the Assassin, and then killed his enemy with a fatal bite from his pet cobra.

Yzma soon revealed her new lab assistant, Megavolt, formerly of the Fearsome Five, to Kronk. However, Megavolt wanted to be more than a mere flunky like Kronk. He decided to prove himself by seeking out a powerful villain to face. His search led him to a shopping mall, where he met one of the Skeleton King's enforcers, Technus. Megavolt attempted to use the mall's appliances against Technus, but the evil ghost was more in his element. He used the appliances himself to craft a gigantic suit of mechanical armor. Megavolt attempted a comeback, knocking Technus down. The two electrical villains traded blasts, but in the end, Megavolt destroyed the armor and apparently Technus with it. Megavolt escaped the explosion with some loot in hand as well.

Hoping to gain a measure of revenge against Skeletor for her defeat in Agrabah, Mirage made a deal with the evil spider god Anansi, promising him a seat of power within her new regime in exchange for his services. When the spider beast arrived in Agrabah, he was confronted by Beast Man and the rest of his crew. Beast Man charged the spider, but Anansi knocked him away. However, Beast Man used his mind control on a pack of jaguars, which attacked Anansi. In the confusion, Beast Man struck Anansi out of his web with a whip, and Tri-Klops then obliterated the spider god with his cybernetic eye, ending the threat.

Realizing how vulnerable he was without Xanatos' backing, Sevarius hastily tried to forge an alliance with Negaduck, meeting with the criminal at his Gen-U-Tech research headquarters. In the midst of their meeting, however, Doctor Mindbender appeared, accompanied by a new horde of Bio-Vipers. Negaduck decided to abandon Sevarius, leaving the mad professor to protect his creations alone. Sevarius fired a pistol at Mindbender but missed. He then used a computer terminal to operate a giant claw, lifting Mindbender out of the battlefield, even bashing Mindbender into a wall. But Mindbender got the upper hand once he put on his mind control helmet. Using the helmet to control the Bio-Vipers, Mindbender wiped out Sevarius' guards and disarmed his opponent. As Sevarius charged, Mindbender sent him crashing into a tank of electric eels. Sevarius seemingly died from the eels' shocks.

Stalker had recently discovered that a vast amount of the crystals the Acolytes were seeking had been recently recovered by Mojo Jojo from Medusa's vault, and he sent Hecate and Devimon to recover them from Queen La's temple. They arrived at the lair and met the two masters of the fortress, Queen La and the Skeleton King, engaging them in combat. Queen La actually tore a massive hole through Devimon's body with her staff, though he recovered from the blow. Hecate engaged the Skeleton King, shattering his breast plate before he got a chance to fire a spell. Hecate also sent one of her griffins at the warrior, but he knocked it out. Devimon then knocked Queen La out with a gust of wind. He and Hecate escaped with the crystals, though both La and the Skeleton King lived on.

The robot queen Vexus and her Cluster army arrived at Zurg Tower with the intention of conquering it. However, Gravitina, Warhok, and Gantu were all there to defend it. Vexus threatened the defenders with the full might of the Cluster Prime armada, but the Planet Z defenders were unintimidated. Vexus later returned at the head of an elite invasion force. Gantu eliminated the Cluster foot soldiers, while Warhok attacked Vexus herself. To his surprise, she anticipated his blows. Gravitina then entered the fray, though Vexus got an initial edge and knocked her down. Gravitina got her revenge, using her telekinetic abilities to hit Vexus with pillows and send her falling down a set of stairs. Gravitina eventually tired of toying with her enemy; she summoned a solar flare to come down and incinerate the Queen of the Cluster. Vexus died uttering a dreadful scream.

Hades' troubles soon increased as the evil ghost Samhain attacked, invading the Underworld in hopes of releasing all the souls of the dead and building an army. Samhain quickly attacked, making quick work of Pain and Panic. Hades then attempted to incinerate Samhain with a fire blast, exchanging a back and forth hit and run attack. Hades, finding Samhain to be tricky, decided to summon a ghost of his own: The Headless Horseman. The Horseman rose from the River Styx, but Samhain claimed he did not fear the evil spirit. The Horseman gave chase, attacking Samhain relentlessly as he chased him through the Underworld. The Horseman summoned a flaming pumpkin and hurled it at his rival, causing Samhain to flee. Having been watching the battle, Eris then revealed herself to Hades, revealing that she had been the cause of his recent troubles, including his falling out with Maleficent, the deaths of his monsters, and the attack by Samhain, claiming that it had been easy to manipulate Hades as the god of the dead seethed in rage.

As Ruber's former war council began to fight amongst themselves for control of the faction, Jafar and Fire Lord Ozai arrived. Ozai then had the council swear their allegience to him as he declared himself their new king.

Lament
Having now recovered from the battle against Macbeth, the Shredder, now revealed to be an Utrom named Ch'rell, is now once again ready to rejoin the war.

Shredder then begins the first step towards his master plan for global domination. He has gained knowledge of Zurg's transdemensional technology, and plans to use it for hemself. And, with his forces in disarray after the battle wih Vexus, Zurg soon finds himself at a disadvantage. As the Shredder invades his compound, he easily destroys Zurg's hornet guards. Shredder quickly closes the distance as Zurg's cannon has no effect on Shredder's armor. Desperate, Zurg attacks Shredder with alien martial arts. He riddles the Shredder with strikes, damaging Shredder's android body. Eventually, Shredder forces Zurg to retreat,  as he has Baxter Stockman (now only a head after his battle with Shego)  deal with Zurg's troublesome scientists before transporting himself and his new equipment back to earth.

With another Talismin located, Valmont sends his enforcer, Hak Foo, to retreive the item. A the same time, Drago, not wanting his troublsome father to return to life, is desperate to stop the attempt. He seeks out Shego, interuping one of her spa days, and offers her a sum of money to retreive the item first. She accepts. Upon arriving at the item's location, Shego and Hak Foo meet. Shego blasts Foo with her fire, stunning him, but he retaliates and sends her through a wall. Shego survives and responds with another fiery blast, but Foo leaps high, and dropkicks Shego through another wall. This time, she stays down, as Foo claims the item for himself.

With the criminal underworld in complete chaos, Percival C. McLeach and John Silver decide to forge an alliance in hopes of surviving. However, their meeting is soon interupted by Agent Bishop, who plans to send them off to Kent Mansely's super-prison. Silver attacks Bishop with his laser cannon, but Bishop survives, and damages Silver's mechanical leg wih a grappling hook. McLeach then joins the fight, and uses an electric device to shock Bishop. Once again, Bishop endures the onslaught, and knocks McLeach into a nearby pit. Silver's pirate crew then attempts to join the fray, but Bishop calls his soldiers in to back him up. Seeing a nearby machine above the pirates, Bishop blasts the support, causing the machine to fall, creating a huge gap in the floor, and taking the pirates with it. Silver, now all alone, has no choice but to surrender.

While discussing methods of further advertising their services, the Pack was approached by the severed head of Coyote (who was now independent of the Shredder after the destruction of his HQ) who suggested they take down the Dreadnoks, an unruly biker gang led by Cobra Commander's enforcer, Zartan. The Pack attacked the Dreadknoks while they were relaxing. Zartan called the Dreadknoks into action, but the Pack took an early edge. They managed to knock out many a Dreadknoks member. Only when Zartan involved himself in the fight did things begin to change. Dingo literally threw a rock at Zartan's soldier, managing to irritate the biker leader. Wolf was more effective, punching Zartan while holding a set of weights. Wolf cringed in fear, however, when Zartan lit a stick of dynamite and hurled it at him. Though the blow didn't kill Wolf, it gave Zartan time to knock Dingo into Wolf. Outclassed, Wolf and the other members of the Pack fled.

Kalabar, leader of the Morganians, had returned to wrest the power of leadership away from Maxim Horvath, who now had leadership after Morgana's death. Horvath told Kalabar that he would gladly step aside...if Kalabar could defeat the Evil Genius. The now overconfident Kalabar quickly set out to take down his new rival. As Kalabar infiltrated the Genius's hideout, he attepted to scare the Genius with a hidious gremlin visage. However, the Evil Genius wasn't scared at all, but instead mocked Kalabar. Kalabar, enraged, attacked the Genius with magic, but the Genius waved off the attacks, and responded with his own, proving himself to be the superior sorcerer, the Genius incinerated Kalabar.

Xanatos was approached by Doctor Doofenshmirtz, who eagerly volunteered to prove himself. Xanatos sent the good doctor to infiltrate Castle Destro and get info on COBRA's new weaponry. Xanatos also gave Doofenschmirtz a small fleet of Steel Clan robots to help in the mission. Doofenschmirtz arrived before Destro and presented his robots, only to learn Destro had some reinforcements of his own. Though the robots dealt some damage, Destro's walkers and drones eventually took out the remaining robotic gargoyles. Destro let Doofenschmirtz escape, not thinking the incompetent doctor to be a threat.

Hordak asked Narissa to find the Lament Configuration, which could be the key to releasing him from his dimensonal prison. Narissa traveled to the live action realm with Nathaniel in tow, but before they could seize the box, they were attacked by Lord Voldemort and Wormtail. Voldemort had a special connection to the box, and was determined that it not fall into Narissa's hands. While the two masters dueled, Wormtail faced down Nathaniel, brandishing his magic wand so to intimidate him. However, Nathaniel drew a sword; a coward at heart, Wormtail transformed into a rat and fled from the battle. Narissa showered Voldemort with water and struck at him with black energy, but Voldemort deflected both attacks. Before he could damage Narissa, agents working for Zorg stole the Configuration. Voldemort moaned in agony as both the agents and Narissa escaped.

Demona, having been expelled by David Xanatos, soon held a meeting with a mysterious hooded stranger, who told her of a powerful spell book known as the Grimorum Aronorum. But, the dark stranger isn't so keen on giving her all of the powerful magic, but instead gives her only a few spells. Should she prove to make good use of the spells, the stranger will give her the rest. Demona then sets out to return to New York. But, upon her arrival, Demona is spotted by the evil shapshifter, Ebon, who wishes to do away with her. Upon encountering the shapeshifter and his servent, Shiv, Demona battles them. She uses her signature laser cannon, and easily makes quick work of Shiv. Ebon, however proves to be far more dangerous. He strikes Demona, but she rallies back, attacking him once again. But, Ebon is able to disable her laser cannon. This gives Demona a chance to use her new spells, and she unleashes the magic as Ebon tries to flee. The magics the encinerate the shapeshifter, much to Demona's delight.

Meanwhile, Doctor Sevarius reveals that he faked the fall to his death, so that Xanatos wouldn't seek retribution against him. Cobra Commander, impressed by the doctor, invites him into the Cobra organization, much to Doctor Mindbender's annoyance.

Mirage travels to the pridelands, where she allies herself with Zira to take down Mumm-Ra. Shere Khan, however, is suspicious of Mirage. Owen, discovers Demona's treachery, and "Puck" uses a powerful spell to curse Demona to transform into a human by the light of day. Sa'Luk makes a purchase for the rest of the Talismans from the enigmatic Trader Slick, who has been collecting them over the years in hopes of gaining a profit.

Zorg's men deliver him the Lament Configuration, but are horrified when they open it and release Pinhead, who reveals he his big plans in store for them. Jareth visits Queen Bavmorda, and tells her of a profesied child destined to destroy her. Bavmorda realises she must perform a ritual to exile the child's spirit or she will be doomed.

Shredder, now is possesion of Zurg's technology, learns about alternate dimensions in hopes of conquering the multiverse. Elsewhere, Hades ecnounters Gaston, who has been in the underworld ever since his death at the Battle of France. Echidna is not impressed by Gaston, but Hades sees potential. He has Doctor Facilier perform a ritual to transform Gaston into a monstrous beast, and promises to restore him should he be of use. And while attending a mysterious rally in the city, King Ratcliffe meets the enigmatic Amon, who Ratcliffe believes will be useful against the Fire Nation.

Blood Will Flow
The real, human Shredder, who is trapped in Dimension X, contacts his ally Krang on earth, and plans an amazing escape. Krang agreed to help him out, though they falsly believe that the utrom Shredder has been defeated. Krang's conversation with Shredder was cut short by the arrival of Doctor Hamsterviel, who wished to learn all Krang knew about dimensional travel. He unleashes Leroy, while Krang's rock soldiers rushed to his defense. Both the rock soldiers and Krang failed to take down the experiment with their laser cannons. While Krang held off Leroy, Hamsterviel called in Zurg himself. Zurg severely damaged Krang's walker with his laser vision and took over the base.

Sevarius presented his 'son', Thailog, to Cobra Commander, who decided to send the gargoyle outside for field testing. Meanwhile, Daolon Wong used his magic to revive a long deceased gargoyle and dub him Coldstone. Thailog approached Wong, hearing of his action aganist Eli Pandarus. The two fought and Wong struck first, blasting his opponent away. Thailog, however, was no slouch with a blaster rifle; he emptied a round right into Wong's behind. Daolon recovered, pushed Thailog away, and shattered the support beams of a water tower. As Thailog was washed away, Wong summoned Coldstone to finish him off. This action proved Wong's undoing. Coldstone remembered the original for Thailog, Goliath, to whom he was a friend in a previous life. Coldstone attacked Wong, who teleported away before the gargoyle android could cause any more damage. Coldstone and Thailog then formed a fast friendship.

Hoping to put Abis Mal's skills to good use, Maleficent sent him deep into Fire Nation territory to steal back the lamp. Abis Mal infiltrated a Fire Nation outpost where the lamp was under heavy guard, but first he and his thieves needed to deal with Admiral Zhao. Though Abis Mal tried to be secretive, he disturbed Zhao in meditation. When Zhao turned to face him, Mal siced his troops on the warrior. Zhao knocked them out handily, but Mal grabbed the lamp. Zhao continually scorched Mal's behind as he tried to run away, causing the hapless henchman to drop the lamp. This proved the final straw for Abis Mal, as he drew his sword and charged Zhao. He actually nearly cut down his rival, but Zhao nimbly dodged. A thrust, however, downed Zhao briefly. Zhao struck Mal with a massive fireball, forcing Abis Mal and his associated to flee.

Drago, now realizing that his father's release is truly imanent, decides to approach the Pack with an important mission; the assassination of Shendu. However, Drago reveals that they will need a boost in firepower, and tells them of a Cobra facility in the mountains. The Pack then decides to send Coyote 3 to steal the info, however, he is halted by Storm Shadow upon his arrival. The ninja reveals the Bio Vipers lying in wait in the snow, but Coyote 3 destroys them with his weaponry. Storm Shadow then draws his blade, and damages Coyote's leg. But Coyote 3 blasts the snowy mountainside, and causes an avalance than burries Storm Shadow and the Bio Vipers. Coyote 3 then succesfully obtains the plans.

Carface, wanting to make a bid comeback in the criminal underworld, decides to set his sights on Fat Cat. The crime bosses meet, and Carface informs Fat Cat that his time is up. Fatcat eventaully backs down, and attempts to flee his office, but Carface is not ready to let Fat Cat leave yet. As Fat Cat attempts to escape, his large rear gets stuck in a window. Seeing the opportunity, Carface chomps down, and bites Fat Cat in the rear before the corpulant cat managaes to escape as Carface takes over his place in the criminal underworld.

Odin and the Dark Dragon attempted to seize the next crystal, which was held in the Book of Omens, currently in Mumm-Ra's hands. Odin blasted Mumm-Ra away with a powerful spell. The Dark Dragon then prepared to roast the mummy warrior. But Mumm-Ra then transformed into his more powerful form, Mumm-Ra the Everliving. This new form disarmed Odin and traded blows with the Dark Dragon, eventually striking the latter with a backhanded spell. Hecate teleported away before the mummy could destroy her. She rallied together her fellow Acolytes; striking as one, they struck Mumm-Ra, who fled rather than risk further injury. The Acolytes took the Book of Omens for themselves.

Demona, still adjusting to her human form, decided to avoid wasting precious time by hiring Fang, a mutant that worked for Sevarius before his 'death', to get a drop on Karai, who had recently resurfaced. At her residence, Karai had a meeting with Doctor Mindbender, where they discussed a secret alliance in light of their masters' dwindling sanity and rising bloodlust. However, Fang dropped in and began to wreak havoc. Karai tried to bribe Fang, but he scorned the notion of money. Knowing her life was in danger, Karai donned a suit of armor eerily similar to that of the Shredder. As Fang preapred to attack, she fired a whip chain at him. She actually hit him, but Fang clawed her twice. Fang even mustered some magic and shattered Karai's helmet. But Karai had one final trick: explosive shurikens. Fang fled rather than risk injury, leaving Mindbender and Karai to discuss their next move.

Deciding to make a move in hopes of obtaining the legendary ring, Saruman sends out his henchman Lurtz and his army to retrieve it from the kingdom of Jadis the White Witch. As his forces attempt to lay seige to the kingdom, they are interupted by Jadis' wolves. Saruman himself is soon confronted by Jadis, who gets the drop on him and throws him around like a rag doll. Saruman's craftiness proves a match for the witch, as he grabs her wand, and threatens her with both wand and staff, forcing her to flee rather than risk further defeat.

At the same time, the newly returned Carface once again met up with Cat R. Waul at their old club. Waul, thinks Carface acted too rashly, and has allied himself with the sneaky Mr. Lickboot in hopes of creating great financial gain. Fat Cat, still furious over his defeat, is soon approached by Negaduck, who suggests that they join forces in hopes re-taking the criminal underworld. Fat Cat, wanting revenge, accepts.

Drago uses his stolen technology to upgrade the Pack, having even more plans in store for them. Backing in the Live-action universe, Saruman travels to Mordor, where he meets with Sauron's other generals, the Witch-King of Angmar and Gothmog. They then prepare their armies for battle.

Discord presented Eris with two other villains from Equestria, King Sombra and Queen Chrysalis, and announced that he intended to destroy the remaining children of Echidna with them. At the same time, Hades gathered Echidna and her family and ordered them into battle. Discord and Tzekal Kan arrived with Chrysalis and Sombra. Gegenius attacked Queen Chrysalis. However, it only took two blows from Chrysalis's horn to knock him out. King Sombra knocked the Chimera into his brother, Ladon, removing both from the battle. The Cyclops then squared off aganist Queen Chrysalis. Though the Cyclops charged Chrysalis, one blast from Chrysalis's horn knocked him out. Echidna mourned the state of children today when they failed to bring down their opponents. Gaston then entered the battle on Hades's behalf. With a few fireballs, Gaston utterly destroyed Sombra. Queen Chrysalis proved a bit more of a challenge, as she actively attacked Gaston. Gaston, however, absorbed her fire balls and knocked her halfway across the planet with an attack of his own. Tzekal Kan and Discord retreated after witnessing Chrysalis's and Sombra's defeat.

John Castaway held a public rally for potential Quarrymen recruits, however, it was quickly derailed by Amon, who began preaching his own ideals. The clashing mentalities of the two clan leaders caused controversy, and before long, a massive riot broke loose. Castaway's soldiers attacked, and Amon's Equalists rushed in to defend their master. Castaway threatened one of the Equalists with a pistol, but the more nimble Equalist knocked him into an elevator console. Not one to be outdone, Castaway shot and killed his rival. However, Amon was far too agile and quick to be taken down by Castaway's weaponry. Though Amon seemed to have the upper hand, he decided it was far wiser to withdraw from the battle rather than be struck down by a stray bullet.

Looking to make another clear statement in the pride lands, Mumm-Ra and Slithe send their most unstable warrior, Kaynar to take down Mirage. As Kaynar nears the pride lands, he is encountered by Shere Khan. Kaynar attacks the tiger, knocking him away with a straight punch. He then prods his weapons at Khan, who fights back with his claws. Khan then retreats to a cave, but Kaynar follows as he prepares to attack again. Suddenly, Mirage appears, much to Khan's chagrin, and uses her magic to topple overhanging rocks onto Kaynar, forcing him to retreat.

Hoping to free the newly imprisoned Deceptacons, Megatron sets out to raid Zurg's prison facility. The scene becomes perfect for Megatron as he finds Gantu guarding the prison. Gantu calls in the security hornets, but Megatron blasts them to smithareens. Gantu then personally attacks Megatron, armed with a blaster, but Megatron proves to be too crafty. As Gantu fires, Megtron counters and uses a cable to pull Gantu's blaster away. Gantu then attempts to flee in an escape cruiser, but Megatron then transforms into an attack helicopter, and gives chase. A brief battle ensues, and Megatron blasts Gantu out of the sky. As his ship crashes, Gantu is met by Kent Mansley, who then captures Gantu and imprisons him.

Word soon reaches Monkey Fist of a group of legendary Monkey Stones containing untold power. Wishing to prove themselves, the Seniors volenteer to do the job of retrieving them. At the same time, Queen La wants the stones for herself, and tasks Vlad Plasmius to get them. They all reach the stones at the same time, and while Vlad is a powerful spirit, Junior resolves not to let his father down. Vlad's magics prove to be a match for Junior's weaponry, until Junior gets a lucky shot in. Vlad then produces copies of himself, frightening Junior away with his powers. Vlad then takes to Monkey Stones back to Queen La.

Sa'Luk, hoping to gain the remaining Talismans for himself, attacked the Dark Hand during the middle of a crime spree, little realising that the Dark Hand Enforcers were wielding the power of the Talismans at that very moment. Finn crushed a few with telekinetic abilities but ended up unconscious from a punch by Sa'Luk. Ratso blasted a few thieves away before flying into a wall after being hit by a shuriken. Chow turned a few of the thieves into rats. The Dark Hand also hired a few dozen ninjas to scare the remaining thieves away. After Hak Foo and Valmont knocked out the leader of the thieves, Sa'Luk, they discovered that he was in possesion of the remaining Talismans.

At the same time, Azula leads a Fire Nation invasion force aganist Yzma's palace in Peru, taking her forces completly by surprise. The Huntsman attempted to martial a defense, leading the Huntsclan from the front lines. Using his staff, he managed to take out more than a few of the Fire Nation's tanks. However, a crew of firebenders sent him and his forces packing. Azula soon infiltrated the palace and pursued Yzma to her secret lab through the chutes of the city. Megavolt tried to intervene, but Azula easily defeated him. Unfortunately for Azula, the distraction allowed Yzma time to escape. Megavolt then escaped and the Huntsclan retreated into the woods. However, Azula now had a stranglehold on Peru.

Jareth had located the prophecy child; Kal, the son of Kalabar. Jareth attempted to convince Kal to join him, but the Sandersons arrived with the same intention. Winnie noticed that Jareth was merely trying to trap Kal so that Bavmorda could sacrifice him. She resorted to drastic measures: singing. The Sandersons broke into a rendition of Screamin' Jay Hawkins's "I Put a Spell on You," instantly rapturing Kal. Jareth got his goblins to attack the witches mid-song, but Winnie fired a spell on some rocks and triggered an avalanche. Jareth left, utterly humiliated by the singing witches.

Escaping to China, Yzma reports to a furious Shan Yu, who commands her to seek out more sorcerers for their cause. At his tower, Zurg orders the now captive Krang to help him rebuild his transdimensional technology. Krang refuses, but is tortured until he complies.

At Cobra's headquarters, Destro recieves a visit from a mysterious woman called "Dominique Destine", who soon reveals herself as Demona. Elsewhere, King Ozai informs his his daughter that he will lead the attacks on the rest of the world by himself, much to her chagrin, something Jafar quickly notices. Back in the Live-action realm, Cruella and Claw grow closer, as Olaf becomes annoyed with them. They soon decide that Olaf is becoming increasingly useless. Also, Mok uses his techology to transform Forte back into human form, as he prepares for the next stage of his master plan.

Yzma, Mozenrath and Ayam Alghoul find Madam Mim, and use a potion to cure Mim of Messina's poisons, recruiting her into their group. Meanwhile, Destro introduces Dominique to the Cobra Commander, who pledges her financial resources to Cobra. However, Doctor Sevarius finds something incredibly familiar about her. And, Valmont, now having all the talismins, releases Shendu.

Evil Unleashed
Bavmorda, her fear of the prophecy child growing, pressures General Kael into doubling his search. Meanwhile, the Sanderson Sisters present Kal to Maxim Horvath, who tells him of the death of his partner Morgana, and that they share a common enemy as Jareth looks on. Having tired of Cruella and Claw, Count Olaf aligns himself with Zorg, who quickly introduces him to Pinhead.

Freed by Valmont, Shendu attempts to begin his plans of making the world his own. As he begins to bring his demonic temple to the surface, he is suddenly attacked by the upgraded Pack, under contract from Drago to kill Shendu. However, the beast refuses to go without a fight. As the Pack dispatches Torhu, Shendu attacks with his demon magic, taking down Wolf. Dingo then tries his hand with an electrified whip chain, but the mighty demon retaliates and smashes Dingo's mech suit. Wolf then manages to get a blow in which dazes Shendu, allowing Jackal and Coyote to attack as Jackal shoots mech claws into the demon, but Shendu fights back, tearing a hole in reality and dispatching Coyote. Hyena attacks Shendu, tearing a hole through his chest, but Shendu instantly heals himself. Hyena that transforms into a spider like form to finish Shendu off, but he attacks and kills her with an energy blast. Jackal desperately throws himself at Shendu, who backdrops him into a nearby pool of water, which electrifies the cyborg. Wolf, now all alone, attempts to defeat Shendu himself. Though he manages to get in a final blow, Shendu electrocutes him with laser vision. Having killed all of the Pack single-handedly, Shandu then scorns Valmont and his thugs as they attempt to flatter him.

Vlad Plasmius pressures Queen La into an attack on Shan Yu, telling her that his forces are weakened after the battle of Peru. Vlad decides to have Mojo Jojo create a mighty ape army using Chemical X. As they send the army to attack, the army finds itself barred by the Sorcerer's Society. Mozenrath launches the counterattack with his magic, taking out the flying monkeys above. Madam Mim joins the fray, defeating a huge gorilla in her rhino form. Mozenrath continues to take down more troublesome monkeys as Ayam Alghoul uses a magical skull to down a monkey tank. Having watched the battle below from her tower, Yzma finds herself menaced by a giant monkey mech. However, the mech proves no match for Yzma's missiles. With his army quickly defeated, Mojo retreats in shame as the Society looks on.

Cat R Waul and Chula located a treasure trove on a seemingly abandoned island, hoping to use it's riches to finance their new criminal empire. They were disturbed by the arrival of Don Karnage and his pirate crew, the real owners of the Island. Karnage discovered that Waul and Chula had stolen precious diamonds from his mine. In his rage, he actually threw a sword at Waul. Waul took his revenge by cutting the ripe securing the main support beam of the mine. This caused the entire mine to collapse. Karnage and his men were blinded, however briefly, but Karnage gained his vision and ordered his men to chase after the two criminals. All was lost, however, as Karnage lost a few men down a pit and the two gangsters escaped.

Negaduck decided to begin his campaign by spreading his own personal brand of chaos, only to be halted by Jack Spicer, who decided to make an attempt at the crime lord. Intent on killing his rival, Jack Spicer unleashed his JackBots, only for Negaduck to destroy them all. The mallard then piloted a tank firing absurdly large shells, one of which actually hit Jack in the face. Spicer, however, sent a massive robot to crush the tank. Though it succeeded in destroying the tank, the robot was helpless to the simple act of being tripped. Spicer looked on in fear as Negaduck lit a comedically large bomb. But his crossbow came in handy, as he quickly extinguished the flame and pegged Negaduck to a wall. Before Spicer could celebrate, Negaduck slipped out of his clothes and escaped. As he escaped, Negaduck encountered the Phantom Blot, with whom he forged a partnership.

Having heard of a powerful being imprisoned in the moon, Megavolt began a solo mission, hoping to restore his reputation after his humiliation at Azula's hands. When he arrived, Nightmare Moon was disturbed from her plans of unleashing eternal night on the world, and immediately attacked. Before Megavolt got a chance to attack, Nightmare Moon landed a lunar module on his head. She made her way to Earth, but Megavolt dogged her all the way. No sooner did he set up a camera-like laser than did Nightmare Moon blast him with electricity. Nightmare Moon's smile faded as Megavolt revealed the true power of his laser: rainbows. Nightmare Moon was eradicated before she could even flee.

Having heard rumours that the prophecy child could be hiding within Jadis's faction, General Kael encouraged the witch Xayide to attack their weakest link- Mombi, knowing how she coveted Mombi's power of life. Xayide was happy to oblige the General, and assaulted Mombi's tower of heads with her army. Her crustacean guards eliminated the Wheelers surrounding the fortress, but Xayide then had to walk through Mombi's corridor of severed heads. Xayide was unintimidated, finding Mombi's head located at the end of the corridor. As Mombi's body searched for its head, Xayide carried the head to Bavmorda.

Hoping to impress his new allies, Count Olaf put on a show at Zorg's headquarters- the show was infiltrated by Narissa, who disguised herself as an hag and prepared one of her poison apples. She presented it before Olaf, hoping to use his death as a distraction, but the count recognized that she was not a member of his acting troupe and knocked the apple away with a prop sword. However, the count was too busy with his performance to stop Narissa. As Narissa found the Lament Configuration hidden inside a wall, Pinhead, the most powerful demon in the Configuration and the true leader of Zorg's alliance, emerged. Putting the play to a halt, Pinhead demanded the return of the puzzle box. Narissa grabbed a prop sword to defend herself. Yet this was but a ruse; using the sword as an anchor, she teleported away with the Configuration in hand.

Pinhead, completely furious at Olaf over losing the configuration, rips him apart with his demonic hooks as a horrified Zorg looks on while Olaf is drained of his blood. Meanwhile, Megetron rallies his troops, and quickly makes an example of Starscream, who attempts to undermine Megatron's authority.

At the same time, Jafar secretly pays a visit to Princess Azula's chambers, telling the princess that he knows of all her troubles, and advises her to take control during her father's absence. The next day, Azula and Jafar attend the annual Lizard Men Games, where all of Ruber's old war council is in attendance. Seeing her opportunity, Azula challenges the Lizardmen Leader to mortal combat. The King proves to be no match as Azula knocks him into a lava pit as his minions look on in disbelief. Azula then claims control over the Lizard Men army as Jafar silently observes.

Having failed his master many times before, Hun is granted one last chance to redeem himself, as The Shredder sends him to recover an experimental microchip from the well known industrialist, Abraham Kane. Hun accepts the mission without hesitation, ready to prove himself worthy of being The Shredder's right hand man again. As Hun arrives at Kane's hideout, he quickly crashes in in a large armored vehicle. Kane quickly is alerted to the intruder, and decides to deal with the intruder personally. He leaps into a mechanical walker, and fires the lasers at the armored car, but unfortunately, it isn't enough to damage Hun's car. Seeking action, Hun leaps out of the car, but is forced to dodge Kane's missiles. Hun fights back, hurling an oxygen tank at the walker, causing it to explode. Kane is forced to jettison the walker's escape probe, as Hun obtains the microchip.

Having grown tired of Monkey Fist's constant mocking of his past failures, Duff Killigan decides to make a statement. He heads into Fire Nation territory, and seeks out the assassin known as Combustion Man. Duff quickly locates the assassin, and a battle breaks out. The two trade explosive attacks, but neither can gain an advantage. Duff attacks, hitting Combustion Man in the forehead with his golf ball, and then pummels him with his golf clubs. Combustion Man powers through the assault, and retaliates with a blast that is able to send Killigan packing.

Sage Odin had discovered the next power crystal in Atlantica, and contacts the Evil Manta, who accepts the task of recovering the crystal. However, it is being held by Manta's arch-rival, Merman. With trident in hand, Manta lays waste to Merman's soldiers, and soon overpowers his rival. Merman attempts to use the crystal's power, but fails as the magic backfires. Merman is completely unprepared, and is quickly defeated as Manta obtains the great crystal for Sage Odin.

Xanatos decides to recruit the hunter, Van Pelt, to his forces, hoping he will be of use. Pelt also brings along Professor Ibsen. Meanwhile, the Skeleton King sends out Norton Nimnul to destroy Xanatos industries. Dr. Doofenshmirtz, wishing revenge on Xanatos, decides to tag along. As the scientists meet at the tower, they soon come into conflict. Ibsen attacks with mechanical flying monkeys, but Nimnul defeats them with his laser mech. Ibsen's mechanical animals quickly defeat Doofensmirtz's, and Doof quickly attempts to escape, but actually falls to his doom. Pelt the summons rabid dogs, who tear Nimnul apart.

Aku orders his most trusted disciple, Demongo, to infiltrate the underworld to steal souls from the River Styx in hopes of building an undead army. Demongo arrives in the underworld, and is met by Pain and Panic. Demongo attacks, tripping Pain up with a skull, and blasting Panic into Pain, causing him to spear Pain's butt with his horns. Demongo then gleefully sears them with fire, but the two attack with arrows, getting in one lucky shot, only to be blasted again. However, Demongo's luck ends as Chaos arrives in the underworld, and attacks, using to magic to cause Demongo's powers to leave him, leaving him a withered husk.

Having tracked Anansi's scent to the Pridelands, Beast Man follows, and comes into contact with both Zira and Shere Khan. As a fight breaks out, with Khan taking down Beast Man's shadow beasts. Khan attacks Beast Man, leaping across a gorge, but Beast Man catches Khan mid flight, causing Khan to latch onto the nearby ledge for dear life. Zira tears through some trees in an attempt to crush Beast Man, causing him to flee. Zira then turns her attention to Khan. To Khan's horror, she slashes his paw, and he falls to his apparent demise as a boulder falls on top of him.

Meanwhile, Hades returns to the Underworld, where he is greeted by Loki, Chaos, and Nemesis, who offer their help in taking down Aku and Eris. Elsewhere, Demongo crawls back to Aku, having failed, and begs for mercy. Aku then crushes Demongo in his fist, as Samhain reveals two of his minions to aid Eris's cause: Ember McLain, and her boyfriend, Skulker.

As Abraham Kane and David Xanatos decide to join forces, Pinhead begins construction on a new, large scale Lament Configuration. He intends to bring about hell on earth, but Zorg doesn't seem to happy about his master's plans. Elsewhere, Bavmorda, desperate for help, turns to the Evil Genius. Xayide delivers Mombi's head for interrogation, and she tells all she knows on Kal to save her life. Bavmorda then sends her forces to find the child.

Back in the Animated-universe, Narissa uses the Lament Configuration to unleash the evil warlord, Hordak. At an undisclosed location, Negaduck holds a meeting with Fat Cat, The Phantom Blot, Don Karnage, and The Collector, declaring them the new Fearsome Five.

In the Pride Lands, Zira introduces Khan's replacement, Tublat, as Mirage already has plans for him. And, the Shredder begins the first phase of his master plan.

The Final Countdown Begins
Krang had rebuilt Zurg's technology and convinced the Emperor that they had a common enemy in the Utrom Shredder, and Zurg agreed to open a dimensional portal to Dimension X and release the human Shredder and his Technodrome at last.

Mozenwrath met Shan Yu at his citadel to discuss mobilising a force to retake Peru. Shan Yu explained to Mozenwrath the reason why he despised the Fire Nation so much; years ago, they raided his village and massacred the entire town, killing his wife in the process. Suddenly, the citadel came under attack from Fire Lord Ozai himself, who had brought an entire army with him. Ozai confronted his old enemy, and attacked Mozenwrath with a blast of lightning. The sorceror retaliated with his magic, knocking Ozai away. However, with Ozai's armies approaching, his rivals were quickly forced to flee.

Pinhead introduced a horrified Zorg to his new henchman, Jason Voorhees, much to Freddy's annoyance. To test his abilities, Pinhead sent him to find a target, and Jason chose to attack another undead warrior; Captain Barbossa. Jason hunted Barbossa down, and the two squared off. Jason impaled him with a machete. But Barbossa's curse kicked in; the machete dealt minimal damage. Barbossa stabbed Jason, but Jason too was immune to being impaled. Barbossa commented on the irony of the situation and then shot Jason away. He dropped a massive tankard onto the brute, but Jason knocked it over. On a whim, Barbossa altered the water pressure; this accidently triggered Jason's fear of water. Catching on, Barbossa shot an electrical panel, sending a massive surge of electricity through Jason and killing the mongoloid. As Barbossa left, Zorg approached, asking Barbossa for assistance.

Evil Genius visited the Sheriff of Nottingham and his advisor, Mortianna, and convinced them to join his cause. Growing suspicious of the Sheriff's motives, Cardinal Richelieu and Captain Rochefort pay him a surprise visit, only to be attacked upon entering his hidden chambers. The Sheriff attacked them headlong crudely with a broadsword. Rochefort, a calm fencer, brandished his rapier in response. The two began to duel. Mortianna then attempted to skewer Cardinal Richielieu, but he simply shot her. As the Sheriff and Rochefort clashed, Rochefort's nimbler blade took the edge. The spy even managed to chop half of the Sheriff's hair off. Yet the Sheriff retreated, promising to cut Rochefort's heart out with a spoon as he left.

Evil Lyn infiltrated Maleficent's castle for Skeletor. Upon arrival she found Pete taking guard, and intended to make quick work of him. However, Pete had fixed up his branch of Maleficent's castle with the latest in security technology. Pete nearly crushed Lyn with rocks. Lyn was more than capable of deflecting the rocks but was genuinely unprepared to be disarmed by a flying boxing glove. Pete then fired up the dual laser cannons and struck Lyn, knocking her out of the castle. She escaped, but only just.

Mindbender decides to fit Zartan with a special chameleon suit, allowing him to take on the appearance of anyone he so chooses. At the same time, David Xanatos also heard of this technology, and desired it for himself. Abraham Kane decided that he would send his best operative: Red, to steal the suit. However, Shego, overly annoyed with Red's vanity, decided to tag along in hopes of upstaging him. The two intercept the Baroness on a mountain highway, and attempt to force her into giving the whereabouts of the suit. A fight breaks out, and Red soon lays waste to the Cobra troopers. Baroness fought back, shooting Shego as she rushed her. Shego then retaliated, knocking Baroness out of her truck. Red then electrified Baroness, but as it turns out, she was actually Zartan in disguise, who is then brought in.

Mozenrath and the Huntsman decide to pay a visit to the thieves guild. During their visit, they hire the theif Amin Damoola to gain information on Valmont andthe talismins. Mozenrath even goes so far to equip Amin with a magical guantlet. As the thief infiltrates Valmont's compound, he finds that the gauntlet easily allows him to beat Tohru, Finn, Ratso, and Chow. Valmont, thinking quickly, activates a magical element in his cane, knocking Amin's gauntlet away. As Amin attempts to put it back on, Shendu arrives and scares the theif away.

At the same time, Maleficent decided to pay a visit to Snake Mountain. She warns Skeletor not to make an attempt on her castle again, but Skeletor reveals that Lady Tremaine has acted as his informant, revealing her knowledge to him, much to Maleficent's fury. In the Underworld, Hades and Doctor Faciler decide to reward Gaston for his loyal service by returning him once again to human form.

Mok gathers his allies together to discuss their next plan. As it turns out, Megavolt, Loki, and Sarousch have all been acting as spies within their respective factions, giving Mok plenty of valuable knowledge. Elsewhere, having once again met up with the real, human Shredder on earth, Krang has the Shredder install him in a new adroid body.

The Dark Dragon invites a frustrated Drago to his lair, where his gives Drago a boost of power in hopes of Drago destroying their common enemy: Shendu. However, the now beastial Drago is intercepted by Queen La, who plans to put a stop to Drago's destruction. La strikes first, but Drago is not phased. He kocks her away with his incredible power, and then spends the next few minutes vaporising her leopard henchmen. La then throws her sheild at him, but it only managaes to stun him. She then fires blasts form her staff at Drago, but his wings deflect them. As things begin to look grim for the queen, Drago's father, Shendu, arrives, distracting his son. La takes this opportunity to open a portal to hell. As Drago falls in, he begs Shendu to save him, but Shendu refuses, and coldy tells Drago to remember his place. Shendu then allies himself with Queen La and the Skeleton King.

Having been freed from Despondos, Hordak was keen to find out just who imprisoned him there. He visited an old friend, Oberon, who was less than cooperative. Oberon then killed one of Hordak's minions. Hordak did not take kindly to this and tried to crush his old friend with a barrage of boulders. Oberon stopped them in midair, and casted them away, unharmed. Yet Hordak attacked with a frightening psychic assault powerful enough to crash Oberon through several walls. Oberon then revealed Maleficent was the mastermind behind Hordak's imprisonment due to Hordak attempting to obtain the crystal of darkness for himself. Hordak then vowed retribution and fled.

Wanting to impress Warmonga, Warp Darkmatter asked Zurg for a chance to take on Megatron himself. Zurg agreed, but when Warp attacked a Decepticon base, he found himself up aganist Starscream instead. Unlike with Blitzwing and Lugnut, Darkmatter brought in all his guns. He effectively knocked the foe back first with a couple aerial mines. then with a blaster pistol. He even managed to dodge Starscream's Null Ray and hit the robot with a clawshot and a blaster rifle. Though Starscream easily wiped out Darkmatter's backup hornets, Warp activated a bladed arm and began hacking through Starscream's circuits. Just then, Megatron entered. His arsenal expended, Warp Darkmatter fled the battle. But Starscream lived to fight another day.

Shredder and Krang, in the Technodrome, plotted the downfall of Ch'Rell, until they were interuppted by the arrival of the New Fearsome Five: The Phantom Blot, The Collector, Don Karnage, Fat Cat and their leader, Negaduck, who demanded that the Shredder surrender the Technodrome to him. Tempers flared, and an all out battle raged within the Technodrome. The Collector sent out an imp to fight some of the Shredder's armies, but Bebop and Rocksteady killed it without a second glance. One of Karnage's pirates layed out Bebop, while Karnage himself buried Rocksteady in a pile of sand. Negaduck the pulled out a shotgun and destroyed most of Shredder's Foot Clan robots. Seeing this, Krang roared at The Shredder to get into the action. Negaduck then siced one of his imps on the Shredder, but the more experienced martial artist killed it. The Collector then severely damaged Krang with a cannonwhile Karnage then got a kick in on the Shredder himself. But all this was for naught; Bebop recovered and blasted one of Karnage's henchmen directly on top of him, likely killing the pirate. Phantom Blot managed to knock out Bebop with a blaster, but he was killed when the Shredder activated the Technodrome's laser systems. The Collector then managed to knock both Shredder and Krang down with a magical bull-anvil creature. Yet Krang got up and punched the Collector into a portal to Hell contained within a toy chest. Fat Cat then slashed off Krang's new arm. Negaduck readied a grenade launcher and blasted away both Krang and the Shredder. Yet the Shredder created a massive energy blast from his computer console, killing Fat Cat and rocketing Negaduck out of the Technodrome. Krang's body was destroyed in the fight with the Fearsome Five, but he himself survived. The two schemed how to take down the Utrom Shredder, now known to be working on a dimensional reality breaker; a machine allowing Ch'Rell to destroy the universe and rebuild it at his whim. Krang realized the Shredder's atomic ray may be the only weapon capable of stopping it; the weapon was now in the possesion of Valmont.

Hoping to get some help in his fight against Bavmorda, Maxim Hovath visits the Ministry of Magic. Unfortunately, help isn't what he gets as Dolores Umbridge, the Ministry's Review Officer, and a powerful sorcerer, Yaxley, attempt to arrest him. Horvath quickly acts, and blasts them as he attempts to escape. Xaxley gives chase, getting a shot in and blasting Horvath against a wall. Horvath, thinking quickly, causes the Ministry posters outside to come alive and swarm Yaxley, causing the much needed distraction for Horvath to get away.

Meanwhile, Azula pays an unexpected visit to Kent Mansley's Super Prison, where she places a new Fire Nation warden in place of power, much to the chagrin of Dr. Robotnik and Agent Bishop. Elsewhere, Ch'Rell reveals his plans to Karai as he plans to destroy the universe and create it on his own image. Karai, however, is quite concerned with his genocidal plans.

Yaxley reports Horvath's escape to Voldemort, who is not concerned, as he now completely controls the Ministry of Magic. In the Fire Nation, Admiral Zhao makes an alliance with John Castaway, hoping to use the Quarrymen to keep Amon busy during his campaign against England.

Realising that he needs an army with which he can take over China, Shendu turns to La and the Skeleton King for help, but the King wants Shendu to serve him, much to Shendu's anger. Meanwhile, Facilier and Gaston meet with Clayton's sister, Lady Waltham. Facilier reveals that it was Tzekel Khan who killed Clayton causing Waltham to vow vengeance.

The Sherriff of Notingham retreats to Bavmorda's castle and pledges his alligience to her cause. In China, Mozenrath punishes Amin Damoola for his failure, but Amin begs Mozenrath to let him put what he has learned to good use. On the other side of the planet, Doctor Sevarious reveals that he has completed the Bio Viper army ahead of schedule, much to the horror of Doctor Mindbender. Unbeknownst to them however, Demona, Thailog, and Destro plot to overthrow Cobra Commander, but Destro is not fond of his newest ally.

In Live-action England, Maxim Horvath visits Cutler Beckett in hopes of an alliance after being rejected by the Ministry. Beckett decides to give Maxim a scecial task force in light of the Sherriff's new-found treachery. Back in the Animated-realm, Myotismon awakens the Snow Queen from her slumber. And, with the Crystal of Darkness reassembled, Stalker prepares for the final step of his master plan.

The Final Showdown
Skeletor gathered his chief henchmen and prepared for his assault on Maleficent. Evil Lyn reported the Forbidden Mountains's greatest weakness to Skeletor. Merman reported an ocean-wide insurrection aganist him. Tri-Klops reported that he had ousted all of the "undesirables" from Agrabah. Beast Man reported that he had tracked Abis Mal and Ursula's scent to the Forbidden Mountains. He got into a brief quarrel with Evil Lyn, but Skeletor broke it up. Trap Jaw gathered Skeletor's forces for the attack. Skeletor then decided to attack the Forbidden Mountains and crush all of his enemies in one fell swoop.

At the same time, war was brewing below as Hades and his forces found themselves under attack by Eris and Aku. As Tzekel Khan rallies his soldiers, he is met by Lady Waltham. However, Echidna and her son Ladon even the score, with Ladon even eating one of Khan's soldiers as Echidna causes havoc on the battlefield. Nemesis joins the fray, attacking Khan with her scythe arm, but Khan knocks her back. This gives Waltham a chance to hit Khan with a magical dart. The shaman is suddenly reduced to a lowly cockroach, and promptly crushes beneath Waltham's foot. Meanwhile Gaston and Dr. Facilier were having their own problems as the battled Ember McLain and her boyfriend, Skulker. Gaston attacked first, blasted Ember through her large screen, while Facilier looked on. However, Ember survived, and Skulker readied his arsenal for attack. The Weird Sisters attempted to put a stop to this, but Ember soundly defeated them with a blast from her guitar. Skulker made use of the distraction, laying waste to the battlefield. He nearly knocked Gaston into a bottomless pit. However, Facilier used magic powder against Ember, causing her powers to leave her. He then sacrificed her, feeding her essence to the Friends on the Other Side. Discord then encountered Chaos. Discord didn't take Chaos seriously, infuriating the cat, who unleashed his powers and transformed Discord back into his statue form. Nemesis then attempted to take down Skulker, managing to get in a strike, but Skulker quickly took her down with his weaponry. Having watched the battle long enough, Aku joined in. Pain and Panic shot arrows at him, but he simply absorbed them, unharmed. He then shot the arrows back at Hades, who managed to avoid and melt them. Hades then burned a gash in Aku, and left him to die, but Aku transformed into a giant scorpion. As Aku prepared to attack the gloating Hades, Hades shot fire from his finger like a gun, knocking Aku from his perch and into a bottomless void in the underworld, defeating him. Seeing their old rival on the battlefield, Pain and Panic attacked Samhain. The evil spirit was caught completely off guard as the two used a magic crystal to imprison the screaming ghost once again. Seeing her ranks all but depleted, Eris attacked Hades. Transforming into a giant golem, she quickly withstands a blast from Hades trident and knocks a pillar on top of him. As she prepares to kill Hades, Chaos leaps in from of her, and she destroys the cat in her fury. Hades sees his chance, and fires cables at the golem, tying it up. Eris pulls out a flaming sword, cutting through the cables with ease. Hades then attacks with all his trident's might, destroying Eris' golem form. Eris is left a shriveled husk. As Eris rages at her former lover, Hades blasts her into a fiery coffin and sets her ablaze, killing Eris once and for all. As Hades begins to celebrate, The Fates arrive, and tell him of the battle beginning above. Skeletor has mounted an assault on the Forbidden Mountains. Seeing this as a chance to set things right with Maleficent, Hades departs to save her.

Skeletor's forces arrived at the Forbidden Mountains, taking Maleficent by surprise. Their mininons began to battle it out. Evil lyn attacked first, siccing Whiplash and Clawful onto Ursula. The sea witch used her magic to smash the two into each other, defeating both. Mechanicles then entered in a giant rhinoceros beetle mech. Once again, Tri-Klops faced him down. Mechanicles knocked him away with an extendable spear. When Trap Jaw tried to come to his friend's aid, Mechanicles downed him with a cannon. Evil Lyn then layed waste to a few of Maleficent's goons while Beast Man then attacked the Witches of Morva. Orwen and Orgoch worked to incapaciatate Beast Man, knocking the warrior off his perch and into the thicket. Pete took it upon himself to try to beat down Evil Lyn with his bare hands. However, just as he was about to pummel her, Beast Man interrupted his attacks. In response, Pete beat him down with a long cosh. One of Skeletor's warriors then blasted Pete into the ground with a laser cannon. This gave Beast Man the opportunity to crush Pete with a rock. Tri-Klops and Trap Jaw then got their second winds. Trap Jaw slowed the gears of Mechanicles's mech and Tri-Klops downed it with his laser cannon. Skeletor created a giant beast with his black arts, and sent it into battle. Abis Mal used a magic tornado to wound the beast, then Ursula delivered the final coup de gras. Orwen of the Witches of Morva then increased the size and strength of Abis Mal. Abis Mal used his new size and laser vision to their fullest, taking out Merman and laying waste to the battlefield. However, Evil Lyn had had enough of Mal's attacks and changed him back into a normal person. Mechanicles finally found an enemy his own size in Stinkor, Skeletor's minion known for an overwhelming stench. Though Stinkor destroyed many of Mechanicles's robot bugs, Mechanicles sliced his enemy's mask off, exposing him to his own stench. Skeletor himself then tried to enter Maleficent's lair. But the Mistress of All Evil was not one to back down from a challenge. She stopped Skeletor right as he set foot on the drawbridge. The two exchanged in some brief banter, each declaring his or her title with pride. This time, Maleficent spared no expense; she transformed into her dragon form. Her fire breath even managed to disarm Skeletor, separating him from his staff. But Skeletor revealed his best weapon, an enchanted sword. With two strikes, he impaled Maleficent, delivering a near fatal wound reverting her from her dragon form. But Hades arrived just in time to block Skeletor's shot as he was about to kill Maleficent. Skeletor managed to knock him away, but only briefly. With one massive exertion of force, Hades knocked Skeletor out of the battlefield. As Tri-Klops and the rest of Skeletor's generals attempted a tactical retreat, Queen Grimhilde trapped them inside the mountains, leaving them vulnerable to capture and imprisonment. Skeletor then escaped on a giant raven, leaving his forces behind.

Far from the Forbidden Mountain, Shendu and Skeleton King discussed their new alliance, and were joined by Negaduck, who survived his battle with Shredder. Shendu agreed to hand control of the Dark Hand's assets over to Queen La, much to Valmont's annoyance.

Horvath and Cutler Beckett planned their assault on Bavmorda's castle, agreeing to work together to destroy a common enemy. Beckett assigned his second in command, Mercer, to oversee the mission alongside Horvath. Meanwhile, knowing that the time was near, Bavmorda began the ritual that would banish Kal's spirit into the netherworld.

Deep underground, Shredder and Krang were suffering from some power failures and could not raise the Technodrome to the surface. Their conversation was sudenly interrupted by Karai, who asked to help them in their plans aganist her father.

Using the captured prison station as a base, Megatron gathered his Decepticons and launched an all out assault on Zurg's headquarters on Planet Z. But, immediately before Megatron readied his Decepticon squad for the assault, Starscream planted a powerful bomb onto his general. Starscream was the first to breach Zurg's headquarters, once again facing down Warp Darkmatter. But this time, Starscream did not cower before his opponent. He dodged the blasts from Drakmatter's laser cannon. With one shot of his Null Ray, he rendered Warp unconscious. Zurg, however, blasted Starscream with a giant laser. The blast felled Starscream. Blackarachnia attacked NOS4a2, this time knocking her opponent unconscious with a massive blast of energy. But Gravitina electrocuted Blackarachnia and blasted her into the cosmos. Lugnut then buried Gravitina in rubble. However, he soon encountered Warhok and Warmonga. Warhok fired a small grenade onto Lugnut's foot, knocking the Decepticon away temporarily. Blitzwing then annihilated Warhok with missiles from his plane mode. In his robot form, he proceeded to kill Warmonga with a laser cannon. With their enemies defeated, Blitzwing and Lugnut took out several of Zurg's Hornets. Warp Darkmatter then lamented Warmonga's death. Gravitina, having emerged from the rubble, binded the arms of both Blitzwing and Lugnut and locked them up, removing them from the battle. As the battle came to a close, Megatron attacked Zurg, though the evil emperor dodged the blasts from Megatron's laser cannon. For his part, Megatron dodged all of Zurg's attacks. Megatron did get the upper hand, cutting Zurg down with a power sword. Yet, right as he was about to deal the mortal blow, megatron died as Starscream's bomb went off. All that was left of him was a hand. Zurg then excitedly commented on the twist ending.

Hoping to gain control of the atomic ray that had fallen into Valmont's hands, Shredder and Krang launched an assault on his headquarters, which had now fallen under the control of Queen La and Negaduck. Valmont then decided to take leave of his new employers. Yet he didn't leave without a parting gift: a reprogrammed Coyote set to kill. The Shredder used his helmet to disintegrate several of Queen La's leopard men soldiers. Coyote managed to tear the Shredder's helmet off, but Karai impaled it. Surprisingly, Coyote kept on functioning, but not once the Shredder crushed it with debris after putting on his helmet again. Queen La blasted the Shredder with energy from her staff but failed to kill the martial artist. The Shredder then kept on annihilating La's men. Krang got into an abandoned mech and began to lay waste to the battlefield, but Negaduck arrived in his own mech suit. Negaduck tied up and downed the robot, only for the Shredder to fire a crossbow bolt at him. In typical Negaduck fashion, the mallard smacked it away with a tennis raquet. But not all was good for Negaduck. Bebop and Rocksteady, the Shredder's most loyal soldiers, gunned down the mech and supposedly killed him before he could cause any more harm. La then attacked Karai with her staff, but Karai dodged, causing La to smash her staff on the ground. With her magic undone, La crumbled into dust. This secured Shredder the victory and the atomic ray.

The time had finally come for Bavmorda to destroy the prophecy child and weild the great power. However, before the ritual could begin, Maxim Horvath and his forces attacked. Mercer and his soldiers blasted in, as Kael began his ground defence. Mercer and his men easily defeat the crustacian soldiers, as the Sheriff of Nottingham called in more troops. Xayide tries her hand, attacking Winnie wih her magic, and knocking Winnie off her broom, but Winnie strikes back, blasting Xayide with pure energy, killing her. Rochefort then encountered the Sheriff of Notingham on the battlefield. Rochfort asked the Sheriff to "come along quietly, for old times sake". But the Sheriff attacked in response. Rochefort was ready, however, and stabbed the Sheriff through the heart, killing him once and for all. Mercer then spotted the Evil Genius, and attempted to snipe him, but he blasted magic at Mercer and his men, causing them to flee. The Sanderson Sisters regrouped for the next part of the fight, but quickly found themselves set upon by Jareth, who was hungry for revenge. He quickly overpowered the two younger Sanderson Sisters with his magical orbs, but Winnie wasn't to be defeated so quickly. She used her magic, and cast a spell that transformed Jareth into an owl. Incapacitated, Jareth quickly fled the battle. Maxim Horvath and Kal, the prophecy child, step in to do battle with the Evil Genius. However, the Evil Genius fights back, with his powers proving to be capable enough to repel their assault, until he is finally overwealmed. The Genius is then transformed into a statue, much to Hovath's delight. The two then storm Bavmorda's throne room and confront her. Bavmorda doesnt go down easily, and knocks Horvath away. Kal then attacks Bavmorda with magical vines, but the turns then to dust and crumbles them. Kal then summons bolts of lightning, and Bavmorda attempts to counter this. However, Bavmorda accidentally begins the banishment spell too soon. This causes both Kal and Bavmorda to dissolve away into a place beyond life and death. Maxim looks on approvingly, his mistress having been avenged as General Keal, the lone survivor of Barvorda's forces, flees for his life.

In the Fire Nation, Lord Ozai then makes his second wish for Jafar's undying loyalty as Ozai prepares his assault on China. Jafar tells Ozai then he will serve him, but Jafar then tells Iago that he knows nothing of loyalty and plans to betray the Firelord. Elsewhere, The Illuminati then meet to discuss the current state of the game. They decide that Princess Azula is becoming a menace that could potentially cause trouble for them. Xanatos then promises to resolve the problem.

As the Fire Nation blockade began their asault on England, King Ratcliffe and his forces quickly set to beginning ther counterattack. The Fire Nation attacked with catapults from their ships, as Zhao and John Castaway watched the battle rage. Castaway then decided to send in his Quarrymen as the walls of England soon became breached. As the Fire Nation soldiers began to pour in, Col. Staquait found himself caught off guard. Sarousch, however, was ready. Using his trickery and illusionry magic, he quickly managed to take down a few of the Fire Nation tanks. As the battle continued to escalate, Castaway decided to enter the great city using it's railway on a train. However, the Equalists attacked the train, managing to defeat the Quarrymen, and Castaway was soon confronted by Amon himself. Castaway fired his gun at Amon, but Amon quickly closed the distance and trapped Castaway under some wreckage. Amon then sabotaged the train's controls, and quickly escaped the train as it derailed and fell into a chasm where it exploded, taking Castaway with it. Back at the palace, Zhao took on both King Ratcliffe and Captain Hook, nearly killing the king with a fireball. Hook steps in to defend Ratcliffe, savagly downing Zhao with his sword, but as Hook prepares to run Zhao through, Zhao levels Hook with a martial arts chop. Zhao's luck quickly runs out as Amon joins the fray. Amon quickly reveals his bloodbending power, and strips Zhao of his firebending. As Amon tells the Admiral of this, Zhao rages helplessly. Now overpowered and severely outmatched, Zhao and his remaining forces flee. However, not all may be right in England.....

Sent by Xanatos to settle an old score, Doctor Drakken and Shego infiltrated the Fire Nation. The Senor Seniors blasted down the Fire Nation wall to make way for Shego and her allies to invade. While Monkey Fist and his enigmatic ally Goriila Fist took on Mai and Ty Lee, Drakken helped ignite Shego and Duff Killigan with their respective rivalries with Azula and Combustion Man. Azula rode into battle, attempting to goad Shego into a fight. Duff Killigan changed his strategy aganist Combustion Man. He tripped Combustion Man with a cluster of non-explosive golf balls. Shego then decided to watch the fight instead. Duff then dodged one of Combustion Man's explosions. Mai used her stilettos to bind Gorilla Fist with a hanging wheel. Ty Lee attacked Monkey Fist but her attacks proved less than useful. Monkey Fist broke Ty Lee's hand, though he failed to kill her with his own thrown stakes. Duff Killigan then prepared one of his explosive golf balls and fired it at Combustion Man. In the end, nothing was left of Combustion Man but his gauntlet. Mai subdued Monkey Fist and unmasked Gorilla Fist, revealed to really be DNAmy, having survived her battle with Doctor Mindbender. Seeing that Mai and Ty Lee were larger annoyances than expected, Senior Jr. suggested to his father that they kill their enemies. Senior Sr., however, deemed such behavior below true villainy. Instead, he used the laser to knock the two girls into a river. Azula then very nearly incinerated Drakken, spurring Shego into action. DNAmy managed to break free of her bindings, and arrived just in time to pull Drakken to safety. Azula then attacked Shego furiously. Azula cornered Shego, and with a blast of lightning at point blank range, obliterated her. With Drakken and the rest of his forces frightened, they retreated.

Phoenix King Ozai personally oversaw the invasion of China, accompanied by Jafar, who managed to break an entrance point through it's great walls. Ozai's fleet of airships and mastery of fire were almost overwhelming, and Shan Yu's armies acted quickly to repel the powerful invaders. Mozenwrath took it upon himself to destroy many of the Fire Nation's tanks. Yzma then used her potions to take out dozens of Ozai's men. She first used one to make them choke and cough, and then used one to produce an avalanche. Madam Mim the took out several of Ozai's minions with her magic as they attempted to scale the walls. Yzma then used another potion to create a massive explosion. Megavolt layed waste to the attackers using one of his ray guns. Sa'Luk then outboxed a few Fire Nation enforcers, knocking them from China's walls. The Huntsman and the Huntsgirl broke into one of Ozai's flagships, sending the pilots plummeting into the sea. Ayam Aghoul then destroyed Ozai's flagship with his magical skulls. However, Ozai managed to escape the ship's destruction. Meanwhile, the Huntsman his commandeered ship into the others, slashing them to pieces. Fire Lord Ozai then claimed that, though there had been a few setbacks, he "had all the power in the world." Mozenwrath engaged Ozai once again. He attempted to strike Ozai down, but the firebender still outclassed him. Though Mozenwrath himself was not killed, he lost Xerxes, his sidekick, to Ozai's flames. Madam Mim used her magic to grow to gargantuan size, but Ozai buried her in rubble. Ozai then defeated Yzma with a blast of fire. Jafar then attacked Ozai. The shocked Fire Lord demanded that Jafar obey him, but Jafar alerted him to the trick. Enraged, Ozai blasted Jafar with fire, for his attacks to have no effect whatsoever. Jafar smashed his enemy through several rock columns. As genies cannot kill directly, Jafar left the Fire Lord at the mercy of Shan Yu, who appeared on the horizon. Ozai had now expended all of his energy. Shan Yu approached, sword drawn. Ozai mocked his opponent, asserting his still being alive. Shan Yu merely repied, "Perfect," and slaughtered his old enemy.

Meanwhile, Abis Mal turns over Skeletor's captured forces to Kent Mansley's super prison for a valuable reward. It seems for Evil Lyn and her companions that there is no escape. Having seen to Ozai's death, Jafar confronts Azula and demands that she free him from his lamp. However, Azula refuses, forcing him to continue to play the part of the servant as Ruber's former war council watches.

Now having completed the new, gigantic Lament Configuration, Zorg, Freddy Krueger, and Pinhead begin their plan to create Hell on Earth. With the Fire Nation defeated and on the run, Amon makes his move and seizes control of England from Ratcliffe. He sends both the former king and Sarousch to prison. He also banishes Captain Hook, but refuses to kill him, saying that he would only become a martyr. He then declares that the era of bending of over, and that a new era of equality has begun.

Skeletor and Webstor (his only follower not to be captured) return to Snake Mountain, where they are greeted by Lady Tremaine, Queen Narrissa, and the newly revived Hordak. Hordak then forces Skeletor into his service once again. Maleficent and Hades put their differences aside and renew their relationship as Ursula and Dr. Facilier look on approvingly.

Karai, Shredder, and Krang meet up with Xanatos to discuss a plan to stop Ch'rell and his multiverse genocide. As a reward for her loyal service to him, Hades ressurects Lady Waltham's brother, Clayton. Dr. Drakken gathers his henchmen and mourns Shego's death. And, Stalker then travels to Hell itself to speak with his master: the Black God, Chernabog.

Armageddon
Chernabog prepared to rise again in Hell, while Judge Claude Frollo was subjected to endless horrors. In the Fire Nation, Azula became wary of Ruber's ruling council and banished them all from her kingdom, with the exception of Jafar, who was tired of serving her family.

Xanatos met with the Illuminati to discuss the threat of Ch'Rell, warning them of his apocalyptic plans. He propsed to deal with the problem once and for all. In the Live-action universe, Jadis traveled to Mordor to make sure that Sauron's minions had not yet recovered the ring and was greeted by the Mouth of Sauron. She saw that Sauron's spirit had endured and quickly departed.

Dr. Claw's assistant, Kramer, created an array of prosthetic hands for Claw to wear as he and Cruella prepared for battle. Cobra Commander and The Baroness discussed the Shredder's plans thanks to an informant, Baxter Stockman, and decided to make their own strike on his HQ.

As Pinhead's gigantic Lament Configuration neared completion, Cruella and Claw stormed Zorg's headquarters in an attempt to retrieve it for Mok. Pinhead and Freddy stepped up to face them. Freddy then goaded Cruella into a fight. Cruella seized the opportunity, swinging on a rope to hit a button capable of activating the base's laser defense system. Though the plan worked, Freddy healed his wounds instantaneously. Freddy then slashed through the rope, laying Cruella flat. At that moment, Barbossa arrived. He shot Freddy; though the shot didn't kill the spirit, it certainly winded him. Pinhead and Barbossa's blades clashed briefly, but Pinhead summoned his Cenobite hooks. These hooks, being made of demonic material, were able to injure Barbossa. Suddenly, Zorg then worked up the nerve to break the chains with his gun. Pinhead, enraged, promised to make Zorg suffer, terrifying the buisnessman. But Barbossa was not one to let his new ally die. He impaled Pinhead with his cutlass. Doctor Claw finally developed a plan, blowing up the new Lament Configuration with a cigar bomb. This caused Pinhead to dissolve into a new, smaller Lament Configuration, one Cruella promptly took as all Freddy could do was watch. Zorg congratulated his ally as Cruella and Claw left with the puzzle box.

Having decided that the time had finally come to begin his mass genocide, The Utrom Shredder attempts to board his starship. He is blocked, however, by Monkey Fist, and his old rival, Macbeth. Monkey Fist attacks Shredder, his sword ripping away his clothes, revealing the mechanichal body beneath. Shredder attempts to block the assault, but without his battle armor, is at a disadvantage. Much to Shredder's relief, Hun bursts in, equaling the playing field as Monkey Fist calls in his monkey ninjas. Shredder uses the distraction to escape in an emergency elevator, and decides to accelerate the plan. As he emerges from the elevator, he finds himself blocked by Abraham Kane, who's soldiers quickly deal with the Shredder's Foot Soldiers. Suprisingly, Destro reveals himself to be waiting in the shadows, as Cobra Commander has called for Shredder's death. Destro, armed is his new prototype Hisstank, attacks. Macbeth attempt to battle the tank, but his weaponry does little to the armored machine. Destro then relieves Macbeth of his favored pistol, but Macbeth retaliates with explosive pellets that soon send the tank out of control, much to Destro's dismay. Taking advantage of the distraction, Monkey Fist quickly takes down more Foot Soldiers, and attacks Shredder once again, unleashing a flury of strikes hat reveal even more metal beneath Shredder's flesh. As Hun intervenes, he soon notices this, and pulls away the remainder of the Shredder's disguise, revealing the Shredder's true utrom identity, much to the shock of all. Using this moment of shock, Abraham Kane pulls out his secret weapon, "a gun that shoots a snake!" and fires it at Hun, knocking him from the command tower. As Shredder attempts once again to escape, his is stopped by Baxter Stockman, who freezes him with liquid nitrogen, and plans to take him apart "piece by piece". However, Shredder is able to excape his utrom exosuit and slip away. Meanwhile, all out choes ensues below, as both Cobra and Xanatos' forces have all begun their own battle rather than stop the Shredder. Dominique attacks the Baroness and Mindbender, drawing her laser pistol, but the Baroness fires a laser disk at her enemy, knocking her away. However, Dominique is quick to transform herself into Demona, much to her enemy's horror. Baroness quickly tells Sevarious to activate the Bio-Vipers. He does so, with the Vipers leaping into action. Demona is quickly able to dodge the attacks, and soon is able to blast Baroness with full force of her pistol, laying Baroness out. Mindbender then uses the chaos to secretly hack into Coldstone's systems, and siccs him onto Macbeth. Mindbender then confronts Sevarious, and gives him a much needed beatdown. Having surveyed the battle long enough the two leaders of the assault then join the fray. Cobra Commander, armed with a mechanichal battle suit attacks Xanatos, firing missiles before Xanatos could even get off a shot. Fox, seeing her husband assualted, atempts to take down the Commander with a blaster, but the Commander quickly guns her down. Xanatos then leaps to Fox's defence, unloading his entire arsenal on the Commander's mech. With his mech damaged, the Commander quickly fumbles to reestablish control; however, Xanatos quickly knocks him out of the mech and into a vat of acid below, seemingly killing him. Owen then joined in, blasting away at the remaining Foot Ninjas. At the same time, Ch'rell had been able to enter his most powerful battle suit, standing severel stories high. With this suit, he easily defeats Xanatos. As Ch'rell prepares to cut a bloody swath across the battlefield, he is confronted by Karai, who begs him to stop the madness. But, Ch'rell refused to listen; meanwhile, unknown to him, Zurg and the real human Shredder were waiting above is Zurg's star cruiser. With a powerful blast from the null ray, the Utrom Shredder is then reduced to ashes.

Meanwhile, Mumm-Ra meets meets with Slithe, and admonishes him for his failure, but reveals that a furious Shere Khan survived and has revealed Zira and Mirage's location to him. Elsewhere, Zira and Mirage travel to the Spirit Realm, unaware that they are being watched.

Mozenrath, Yzma, and Shan Yu meet to discuss further affairs, with Shan Yu departing on his own mission and leaving them in charge of China. Dr. Mindbender meets with a grieving Karai. After extensive DNA research, Mindbender determines that Karai is the daughter of the human Shredder, much to her surprise.

Learning that China had become weakened, after the Fire Nation attack, and with Shan Yu leaving the city, leaving the Sorcerer's Socciety in charge of China, Shendu and Skeleton King's remaining forces launched an all out assault in China from their giant warship. At first, the Skeleton King sent a dark minion to deal with the sorcerers, only to be defeated by Megavolt's ray guns and Saluk's sharpened claws, which they opened a crack below him, into an empty void. After that, Vlad Plasmius ordered his magical ghost birds to attack, but unfortunately they were dragged away by Ayam Aghoul's tornado, vanishing in it. Jack Spicer then mock his powers, telling him that it was nothing, but this angered the sorceror who throws him into a collum nearby. Seeing this skirmish, Vlad Plasmius interferes in the battle, to save his friend. With his magic powers, he was able to knock the eldery wizard temporary to the ground, celebrating his victory. Just then, Ayam Aghoul throws a magic skull at him, grabs him and throws him into a portal, leaving his fate unknown. Jack Spicer quickly left China, mocking for the last time his enemies. Meanwhile Yzma and Kronk confronted Mojo Jojo for the last time, before Yzma throws a magic potion to the ground, which it spray a deadly gas air in the whole room, leaving the monkey scientinst to his presumed death while Yzma and Kronk left the room immediately. At the same time the Skull Sorceress caused chaos on the battlefield, killing some of the Huntsclan members. But before she could do anything else, she was ambushed by the arrival of Madam Mim, who transforms herself into a giant dragon. Unimpressed by her powers, Valina attempted to dispach the dragon with her powers, but this backfires as Madam Mim incinerates the Scull Sorceress with her fiery breath. With all of his remained allies dead or defeated, the Skeleton King sends his only left minion, Mandarin, to deal with the Huntsgirl. As the battle continues on, Mandarin thought unimpressed that his enemy was nothing against his powers, that was until the Huntsgirl chopped his arm and tossed him into a molten pit. Furious for losing anything, the Skeleton King entered the fight and knocked out the Huntsgirl, but this was spotted by the Huntsman who quickly runs to save her and kill his greatest archnemesis. At first  the Huntsman throws the Skeleton King into a wall and then throws from his staff a net, to capture him alive, but the Skeleton King responds quickly by throwing it back at him. This was not stopped the Huntsman's powers who cut the net and uses his staff as a bow to shoot an arrow at the Skeleton King's chest, sending him falling to the same molten pit with Mandarin, killing his enemy once and for all. Yet the battle wasn't finished with Shendu, free and wreaking havoc in Shan Yu's kingdom. Mozenrath tried to stop the Shendu with his powers, but this had not stopped the demon as he throws a fireball at the young sorceror, leveling him into a nearby column. The Huntsman, after his battle with the Skeleton King, witnesses his fellow sorcerer, defeated at the hands of Shendu and attempted to strike the demon down and save his friend. While he deflect the first blow of the demon sorcerer and attempted to kill him with the power of his staff, Shendu fires a massive wave of fire to Huntsman, taking this as a final shot head on, and knocked from rooftop to rooftop, killing him in the process. Angered by the death of the Huntsman, Mozenrath, who survived his crash with the column, continued to fight the demon again with the promise that he will hear tortured screams from Shendu. As the demon fires a final fireball to Mozenrath, which he dodged, the young sorcerer quickly cast the banishment spell, capable to turn Shendu into a shield again, torturing him and sceaming just as Mozenrath said. While Shendu declares his eventual return, Mozenrath smashed the shield into pieces, hopefully not to return in the future by anyone, much to his delight for winning in the second battle of China.

Meanwhile, at Pride Rock, Mumm-Ra was ready to begin with the extermination of Zira and her allies. With a vast army at his command, all was ready. Unknown to him, both Grune and Slithe were plotting against him. Soon, they wre met with resistance from Zira's forces, led by Tublat. The large ape quickly downed one of the battle mech's with a boulder. Grune, seeing the ape's power, confronts him for battle. Though he manages to stun the ape with his shock club, Tublat recovers and fells him with powerful blows. At the same time, Slithe finds himself under the attack of the Mukhtar. The Mukhtar is able to down a tank and a few lizard soldiers with his magic weaponry, but Slithe refuses to go down so easily. The two then clash swords, battling away. Slithe eventually gets the upper hand, and blasts him enemy into the sand. Meanwhile, in the Spirit World, Zira and Mirage found themselves confronted by Mumm Ra himself. Zira quickly attacks the mummy with a flurry of claw strikes, swearing vengeance for Scar. Tired of this, Mumm-Ra transforms into "Mumm-Ra the Everliving". With his new powers, he easily blasts Zira off of a cliff. Mirage takes advantage of the distraction to send in her fire cats, but Mumm Ra easily destroys them. The two then battle as Mirage attempts to down the giant mummy. As Zira hangs on for dear life, the ghost of Scar appears. Mirage attempts to banish Mumm-Ra once again, and Scar uses this to knock Mumm-Ra out of the Spirit World. Seeing her mate, Zira allows herself to fall, choosing to stay with Scar in the Spirit World. Scar then tells Mirage to get out. Angered by this, the sorceress vows to return. Outside, Grune sees the portal's imminent destruction and attempts to flee. Tublat grabs him and sacrifices himself to kill Grune, claiming that no sacrifice is too great. And, in the form of a bird, Mumm-Ra escapes the destruction.

Meanwhile, in Hell, Chernabog leaves Frollo in the hands of King Minos, Judge of the Damned. Frollo, however, claims that he is guiltless before the Judge. Angered, Minos lashes out at Frollo with his tail. Frollo then quickly grabs a sword, and slashes Minos. Minos then rages that Chernabog will devour Frollo for eternity as Frollo makes his escape.

At the same time, Hordak and his forces gather at the Forbidden Mountains to lay siege to Maleficent's fortress. As one of his generals objects, Hordak executes him without mercy. Hordak then sends Lady Tremaine to the CGI Universe to deliver his contingency plans to Ansem.

In his fortress, sensing the rise of the Black God, Oberon gathers an elite squad which he dubs is "Anti Acolytes", consisting of himself, Titania, Count Marzo, Nergal, the Snow Queen, Yono, Myotismon, and a reluctant Puck. And in Hell, Stalker tells Chernabog that the time has arrived for him to ascend from Hell back to his throne on Bald Mountain.

The time has come for Hordak to invade the Forbidden Mountains and kill the wicked fairy Maleficent, so he launched an all assault with Queen Narissa, Skeletor and their minions. Just as they arrived, Skeletor approached Maleficent with humorous gesture. But that didn't concern the evil fairy who had heard about Skeletor's new master and his role as a trusted servant to Hordak, and so she suggests to Skeletor to betray his master and assist her as well. Excited, he agreed to the contract and they begin their attack against Hordak's forces. At first Hordak sent his minions to deal with the evil witch, only that they met their fate just as Maleficent fires with her magic staff to the ground below them, crumbling into pieces and falling into a seeming bottomless pit, taking Hordak's men in it. At the same time Narissa learned about Skeletor's treachery against them and transformed herself into a giant serpent to dispach the former student of Hordak. Terrified by her appearance, Skeletor didn't lose his courage for fighting a giant animal and he began to attack her with his weapons. This proves difficult for him to shoot at the queen who evades his attacks, but it was getting more difficult when Narissa break his flying glider's left wing,which he was standing in, believing that he will fall to his death. But instead he uses his impressive piloting skills to land the glider safely to the ground and activates his laser canons to the ground below her, burying the queen alive. Furious for losing his allies, Hordak casted the spell that it held him in the realm of Despondos, only that Maleficent and Skeletor will be their new prisoners. Seeing this and not having a plan in her mind, Maleficent summoned her ultimate magic which level up the Forbidden Mountains, taking all of her enemies, including herself, into the bottomless pit while leaving the castle to it's auto-destruction. From this event the only one had been heard during their falling was Hordak, screaming into the void.

Fortunately the spell that Maleficent had casted in the Forbidden Mountains didn't take Maleficent and Skeletor into the bottomless pit. As it turns out it transported them into the Live-Action Universe where they meet for a final time. At this point Skeletor ended his temporary alliance with Maleficent, claiming that he had been waiting so long for this moment. After their short dialogue, Skeletor casted a fire spell to evil fairy, only that she deflects his blast and casted one of her own spells, but this was proved useless since Skeletor use the same tactic of Maleficent by deflecting her attack. Thinking quickly, Skeletor encircles Maleficent with metal rings and threw her into a nearby wall. But that didn't stop the Mistress of all Evil, who transforms herself into her giant dragon form again, remembering the same fight with the Overlord of Evil in the animated universe, only this time is different that the other one. After her transformation, Maleficent used a burst of flame to wound Skeletor, and force him to surrender to her. In his last attack Skeletor tries to slay the dragon with a secret sword that he had kept in the previous battles. Unfortunately for him, Maleficent use her fire breath, plunging the skeleton warrior into a seeming bottomless pit, just as Maleficent returned to her original appearance, witnessing the death of her enemy.

Chernabog's Acolytes gathered on Bald Mountain and attempt to use the crystal to release their master from the depths of Hell- but were confronted by Oberon's forces. Sage Odin ripped away his skin to reveal a powerful demon within, but, before he could attack, Puck crushed him between two pillars of fire. He then wiped out Devimon with two blasts of magical energy. Devimon managed one last evil laugh before evaporating into nothingness. Myotismon then took on the Dark Dragon personally. Myotismon summoned an army of bats to destroy the dragon, but the Acolyte roasted them to bits. Myotismon then blocked a few of the Dark Dragon's attacks, ultimately slinging his dark whip around the dragon. The attack blasted the Dark Dragon into oblivion, killing the being once and for all. Nergal then faced down Hecate. Hecate summoned a crystalline monster that knocked Nergal aside. Marzo then intervened and used his laser vision to blast the creature apart. Nergal then electrocuted the goddess, putting her out of commission. Daolon Wong then managed to stun Puck, then Yono took on the enemy sorceror. Wong summoned three evil demonic henchmen to take Yono down; one of them was able managed to strike Yono with a hammer. However, Yono managed to disarm them quickly. Puck then recovered and weakened Wong's demon fighters. With his enemies incapacitated, Yono annihilated his foes. Oberon himself took on Daolon Wong. Though Wong initially struck Oberon down with his magic, Oberon's wife Titania knocked the Acolyte away. Oberon then recovered and magically binded Wong with his own magic. The Snow Queen encountered Odin again. This time, the Acolyte summoned the Chaos Lord of Fire. Though the demon's frightening appearance briefly frightened the Snow Queen, she wiped it out with her magic. All of Oberon's forces then pooled their powers to destroy Stalker's dark crystal once and for all, much to the demon skeleton's fury.

At the same time, Frollo continued his quest through Hell, battling various Demons and Monsters as he grew close to the gates that could mean his freedom. He was pursued by demonic Unbaptized Babies, which he labeled as monsters in disgust. As he shut the door leading to the next chamber of Hell to block off the baby demons, he witnessed Cerberus, a giant three-headed worm, devouring gluttonous souls nearby. Although at first he shouted at them to stand and fight, he ultimately decided to avoid a direct confrontation with Cerberus and moved on to the shores of Acheron. There he saw Charon, who was about to deliver a fresh batch of damned souls to the shores of Hell. Frollo leapt onto Charon, who retaliated by summoning winged demons to attack Frollo. The judge killed the demons with his sword and stabbed his weapon into Charon himself, triumphantly proclaiming victory as Charon smashed into the opposite shore, killing him in the process. As Frollo leapt off the now ruined boat, he took one last look at the damned souls in the river before making his escape through the gates of Hell. Meanwhile in the abandoned Palace of Justice in France, Rasputin's reliquary is suddenly dragged in Limbo, taking Bartok with it. There the bat meets with Rasputin and Ruber.

In the Live-Action Universe, after the victorious fight with Pinhead, Cruella took the Lament Configuration and sent it, with the help of the dimensional-teleportation machine of Dr. Claw, through a portal to the Animated Universe, into the hands of Mok. Excited about Cruella's succesfull delivery and everything is going according into his plan, he begins to enact his masterplan. But before he begins, he ordered his ally, Professor Screweyes to deal with Sarouch, since he is imprisoned in jail from the battle in England by orders of the new king, Amon.

At the coronation of the new king of the world, before Azula claimed her title as the new Fire Lord, Jafar and Iago interfere in the scene, having grown tired of her rule of the kingdom, and attempt to dethrone Azula. While the princess was able to easily knock the bird out, she was no match against Jafar's genie powers who was invincible against Azula's attacks. Jafar responds with his own magic of fire to the princess, but she quickly dodge it. Proving her strength, Azula is able to stand against his powers. In a final attempt, Jafar shoots his magics at the princess, which tossed her into a nearby cliff as he creates a wasteland of molten pits, hopefully to push the princess down inside. Acting quickly, Azula threw Jafar's Lamp into one of the molten pits, killing the genie in the process and ending his terror once and for all. But before she can celebrate her victory over Jafar, Shan Yu, who had spied on her during the fight, orders his army to attack the Fire Nation, not only with the Hun Army but with the help of the One-Eyes as well. The leader himself approched the princess, telling her that all of her kingdom had been ruined and she must bow herself to the new King of the World. Furious by her ending era in her kingdom, she refused the new king and left the Fire Nation, leaving the whole world under the protection of the Hun Warrior.

Meanwhile in the English prison, Professor Screweyes visited Sarousch' cell. Believing that he will be freed, Sarousch doesn't understand that the professor came to silence him, since his previous failure, and so he activated his machine of fear and madness, turning the perfomer insane. As a result, his head exploded by the overload of madness and insanity in his brain.

At the same time, Mok arrived in the Underworld to finally take revenge on his old enemy, Dr. Facilier. Mok quickly revealed that Loki had been serving him all along, much to Facilier's dismay, and then, unleashing all his powers, Mok easily obliterated Facilier's shadow demons with his special effects bolts, now more powerful than ever. He then turned his attention to the Friends on the Other Side, and then destroyed them also for their previous treachery. He then told the defeated Facilier "I have enjoyed your little game, but tonight, the game is MINE!" Utterly defeated, and completely outmatched, Facilier retreated with Pain and Panic in tow.

Meanwhile, in Limbo, Rasputin is quickly alerted to a rise in his powers. Discovering that Eris's life has come to an end, Rasputin quickly determined that he now had the last vestige of her powers, which in turn made him the new god is discord. Ruber was overjoyed at the news, and decided that the time had come to once again usher in the Ruberian Age as they escaped limbo.

Down in the Underworld, the last remaining Acolytes stood before the Black God himself. Odin begged his master for one last chance to redeem himself. However, Chernabog was far from forgiving, and melted Odin into a puddle of gore as Wong and Hecate watched in horror. Suddenly, Mok revealed himself. Using the lament configuration, Mok and his allies perform an elaborate musical number as the summon The Seven Homunculi: Lust, Greed, Wrath, Envy, Sloth, and Gluttony. Chernabog gladly accepts Mok's help, as the Homunculi will greatly replentish his forces.

And finally, in China, a great celebration is held for Shan Yu and his forces, having defeated the Fire Nation once and for all.

Aftermath
Having escaped the destruction of the Forbidden Mountains, the remains of Maleficent's forces take refuge on Mount Olympus. They quickly tell Hades of Maleficent's demise. Facilier quickly arrives, and begs Hades to put a stop to Mok and Loki's treachery. However, Hades falls into a depression over the loss of yet another lover, and decides to drop out of the war. Seeing this, Ursula quickly takes control of the faction.

In the remains of Maleficent's old castle, Lady Tremaine finds Queen Grimhilde, who has miraculously survived. They then find Nirissa, and Tremaine restores Grimhilde's youth. The three then form a powerful alliance. With Cobra Commander defeated, Destro and Demona quickly take control of Cobra, with both Sevarious and Thialog joining the ranks, as well as a returned Major Bludd.

Sa'Luk returns to the Huntslcan HQ and proclaims himself the new Huntsmaster, much to Rose's horror. A very weakened Mumm-Ra returns to his pyramid and is confronted by Rameses. The pharaoh demands that Mumm-Ra reveal the identity of his son's killer or die. Mumm-Ra then reveals that it was Grimhilde all along. Rameses then vows revenge.

On the run, Azula meets up with the newly revived Rasputin and Ruber. Ruber claims that Azula will play a major part in his new plans. The three then decide to forge an uneasy alliance. The real Oroku Saki takes his rightful place as head of the Foot Clan, while in the Underworld, Mok quickly destroys the spirit of the defeated Jafar, taking out one of the last threats to his newfound power as Screweyes gleefully looks on.

Having defeated all his enemies, Xanatos decides to spend time with his wife and his infant son, completely ignoring the call from the Illuminati. Having escaped from Amon, Captain Hook and Ratcliffe take refuge in Gaston's new bar where they lament their troubles in England. As they begin to drown their sorrows, all three are shocked to find that Frollo has escaped Hell. Once again, Frollo gathers his forces.

In the Live-action universe, Maleficent meets with Cruella and Dr. Claw. She demands that they send her home, but they decide to strand her in the CGI Universe instead. In the ruins of Ch'rell's old base, Baxter Stockman reveals that he is alive and well, but he is not alone, as the Cobra Commander himself survived as well. He then swears vengeance on his foes.

And, having survived the fall into the shaft, Skeletor vows that he will return....

Part One
Oberon traveled to the live action universe and recruited Skeletor for a special mission - to seek out the crystal of darkness, lost after the battle with the Acolytes in the deepest reaches of space. Skeletor was healed following his battle with Maleficent, and returned to the hand drawn universe by Oberon. However, he took on a new appearance because his magic was weakened somewhat. Oberon promised him he would restore him to his former glory on completion of his mission.

Shendu was scolded by his family in the spirit realm for not attempting to free them and choosing to rule China himself. At the same time, Vaatu - who had detected trespassers in his domain; Mumm-Ra and Mirage. had been angered by their presence in the spirit realm, he decided to make examples of them.

Cobra Commander rallied his loyalists and adopted a new mask, as he prepared to reclaim his empire and swore revenge on all those who betrayed him. He quickly decided that he would set out to reassurt his power and regain the loyalty of Cobra.

Later that very day, The Commander led his remaining loyal forces against Kent Mansley's super prison in an attempt to free the captured Zartan. However, as the Dreadnoks (Buzzer, Ripper & Torch) wreaked havok across the battlefield, the recently banished Dr. Robotnik watched secretly from above. As the battle raged outside, Zartan regained hope of his rescue. However, Prof. Dementor (who had been placed in charge of torturing Zartan) had other ideas. As The Commander quickly bombed his way into the prison unscathed, Dementor called in his henchmen. Unfortunately, they were no match for the Cobra troopers. Dementor and the The Commander quickly engaed one another with the signature sidearms, blasting away at one another. Dementor was quickly able to regain the prison module from the Commander, but it was too late as the Commander freed Zartan, who quickly leapt into battle. As Zartan laid waste to Dementor's control room, the mad scientist quickly escaped. Robotnik attempted to quell the uprising with a squad of swatbots, but Zartan and the Commander had already made ther getaway.

Vaatu confronted Mirage, angered by her intrusion into the spirit realm during her battle with Mumm-Ra - Mirage attempted to defend herself, but found Vaatu too powerful to overcome, easily dodging and shrugging off her attacks. Vaatu then moved to the offensive, smacking Mirage, leaving her dazed. He then gripped her in one of his appendages. However, before Vaatu could do anything, Mumm-Ra made a surprise appearance and blasted Vaatu's appendages, forcing him to release Mirage. Realising that neither of them were a match for Vaatu, both Mirage and Mumm-Ra fled from the battle.

Ratcliffe lead Gaston and Hook on a mission to reclaim the palace of justice as Frollo's base of operations; when they arrived however, they were confronted by Father Anderson, the Iscariot organization's secret weapon. Ratcliffe quickly shot Anderson in the face with his rifle. However, as Ratcliffe reveled in his supposed victory, Anderson rose up, having regenarated his injury. Gaston then took several shots with his rifle. Anderson managed to parry most of the bullets with his blades. However, one managed to get through his defenses and knock him back. Hook then stepped in to engage him with sword drawn. The two clashed blades briefly but after Hook destroyed Anderson's blades, the Father drew more freom his sleeves and threw them at lightning speed at Hook, sending him flying backwards. As Father Anderson moved in to finish the three off, Frollo suddenly arrived with his army. Realising that he could not win with the current odds, Anderosn decided to retreat as he opened his Bible and levitated the pages around him through supernatural means. As he used the pages to teleport away, he promised that next time he would butcher Frollo.

Seeking to return to their former glory, Carface, Cat R. Waul, Don Karnage, Negaduck, and Valmont met up to discuss a truce. Together, the would once again regain power. However, their meeting was soon interrupted by the arrival of the Technodrome. Karnage and his thugs quickly mobilize an air defense, attacking the Technodrome in their bi-planes. As the drome's shields repel Karnage's rockets, Krang joins in the battle personally, using his mechanical body to grow to a giant size. Negaduck decides to take action, damaging Krang's body with a spear-gun. As Bebop and Rocksteady try to save Krang, Negaduck knocks a stack of barrels atop them. Krang quickly radios the Shredder for help. As Shredder appears, Karnage quickly engages his in a dual of swords. Carface and Negaduck then sneak inside the Technodrome, and Negaduck attempts to send the Shredder and Krang back to Dimension X. However, his plan backfires, and he and his fellow mob bosses are quickly sucked into Dimension X, much to Krang's horror. As Shredder and his allies are forced escape in a truck, they quickly discover that their entire army of Foot Soldiers and Stone Warriors has been taken away with the Technodrome.

Growing increasingly frustrated with Pitch Black's fiscal policies hurting his business, Syndrome and his top researcher, Ansem, hired out the services of Braig, a master marksman and hitman. Braig confronted Pitch in his castle, and attempted to assasinate the High King. Pitch sent one of his Nightmares after Braig who began shooting at it. However, Pitch soon revealed that the Nightmare was merely a distraction as he fired a shadow straight into Braig's eye. No longer able to continue fighting without the use of his eye, Braig retreated.

Kadaj, Yazoo, and Loz, the physical remnants of Sephiroth's power, infiltrated Syndrome's facilities under the orders of a high paying employer to steal the mysterious box that Hordak sent over to Ansem. When they arrived to steal the box, however, they found that it was guarded by one of Ansem's stooges, Demyx, a water elemental. Demyx drew his guitar and conjure up a massive wave of water but it did nothing more than leave Kadaj waist deep in water. As Demyx started to get worried, Loz punched the ground and sent a large shockwave towards him. Demyx created a water shield to protect himself. Before Demyx could do anything else, Kadaj fired a telekinetic strike at him which winded him and destroyed his guitar. Yazoo then finished Demyx off with a shot from his pistol, killing him. As the Remnants rejoiced in their victory, they claimed the box.

Oogie Boogie commissioned the Fairy Godmother to construct for him a new lair after his old one fell into the clutches of the Other Mother. However, the lesser boogie man refused to pay her for her services. The Fairy Godmother, rather than sending out Tai Lung to collect the payment in blood, decided to use her magic to, instead, create a monster to destroy Oogie and his new lair. She summoned up the Bahamut SIN and sent it after Oogie. While Oogie was exploring his new lair, SIN attacked, sending a large amount of smoke at Oogie as he began to tear at the lair. Oogie became terrified of the monster and attempted to flee, however, at that moment, Maleficent arrived. SIN attempted to attack the Mistress of All Evil but Maleficent killed it with a single blast. Grateful to Maleficent for saving him, Oogie Boogie decided to team up with her.

Braig, furious about the damage Pitch inflicted upon him, returned to Syndrome's headquarters to get some retribution, only to find that Ansem wasn't one to take any of his shenanigans as he threatened Braig with a familiar Keyblade. Having been scared straight, Braig agreed to continue to work for Ansem, just as long as Ansem kept up his end of the bargain.

Pitch Black called a meeting of his ruling council to discuss the recent assasination attempt, and swore that he would weed out the culprit, whom he suspected to be someone on his council, and promised to make the culprit's suffering everlasting.

Mirage and Mumm-Ra agreed to put aside their differences, for the moment, to combat the threat of Vaatu, who sought to destroy them both. But they still agreed to go back to attempting to annihilate each other once Vaatu was dealt with.

Shan Yu made his agenda clear to the world leaders, establishing his new dominion. He stated that he did not intend to repeat the mistakes made by Ruber and Phoenix King Ozai. Shan Yu asked that all of the leaders fall in behind him and stated that all petty fighting will be met with brutal force. Chase Young of the Xiaolin Monks asked Shan Yu for a small territory where they can rebuild their temples due to them being damaged in the crossfire of the last war. Shan Yu granted his request despite Mozenwrath's objections. He explained that rulig malovently was what cost Ruber his popularity and power. He explained that sacrifices had to be made if they wanted to keep their positions.

Meanwhile, Holli attempted to establish a pecking order with Lust, but found that her place in power was now entirely irrelevant. Lust then cut Holli to bits with her claws for attempting to assert authority while Mok laughed manaically.

Ursula wasted no time in gathering the remnants of Maleficent and Hades' forces and establishing herself as leader. Reactions were mixed, but the meeting was cut short by the sudden arrival of Mane-lac, who wanted Mt Olympus for a new base of operations. Ursula saw her chance to win over the masses. Mane-lac sprayed Ursula in the face with her hair spray, burning it. She then unveiled a giant blowdryer. Ursula then conjured up a tornado that sucked up all of Mane-loc's minions. Mane-loc then fired the laser in her blowdryer but Ursula shrugged it off. She then threw a magical orb at Mane-loc, knocking her off the blowdryer. She then threw several more at her, killing her. This caused everyone to be convinced of Ursula's skills as a leader and accepted her.

Seeking to reclaim her old castle as a base of operations, Queen Grimhilde, Lady Tremaine and Narissa swooped in and attacked Lord Maliss and his allies, with Maliss exceedingly surprised seeing his sister back from the dead. Darkheart took on his true demonic form for the battle but Grimhilde quickly sealed him away inside a magic box before he could do anything. Seeing this, The Wizard of Wonderland summoned lightning which knocked debris onto Narissa but she just shrugged it off. Lady Tremaine then knocked the distracted Wizard off his feet with her wand, then fired another shot which killed him once and for all. Seeing the odds turn aganist him, Maliss quickly turned into his dragon form and fled the battle, seeking new allies.

Seeking to assert their dominance over the galaxy, Lord Dregg, an emissary of an unkown master, quickly contacted Prime Leader Zanramon, whom he told to weaken the Saurian Empire, and they would be allowed to meet his master. The next day as the Triceraton's armies invaded the Saurian's homeworld, the cannibalistic warlord Dragaunus challenged Commander Mozar, backed up by his own forces. The Saurians quickly laid waste to the invaders, until Monzaram and his Triceraton Gladiators intervened, followed by an air attack. Seeing his own forces completely overwhelmed, Dragaunus and his forces quickly retreated to save their skins.

Lust and Gluttony began to stretch their legs on the surface world, before Gluttony picked up the scent of a cursed, immortal man. Hoping to figure out his secret to immortality, the duo approached him, only to find the scent belonged to Macbeth, who wasn't willing to become a meal for Gluttony without a fight. Gluttony charged directly into Macbeth, knocking him aganist a wall. Macbeth then drew his pistol and shot Lust in the head and chest. But due to her Homunculi physiology, she quickly regenerated. As Gluttony moved in to devour Macbeth, he shot him in both arms, forcing back. But he regeneated instantly. Gluttony then rammed into Macbeth, knocking him to the ground. Lust then charged him as well, knocking him back some more. As Gluttony prepared to eat him, Macbeth realized that he was badly outmatched and dropped some smoke pellets. Macbeth then took the opportunity to retreat.

Flogg, leader of the Mutants of Denebria, took advantage of Emperor Zurg's weakened empire in the wake of the Decepticon War and invaded the space around Planet-Z with a huge armada.

Flogg lead an assault force to the planet in an attempt to capture Zurg himself. Zurg came out with a squadron of tanks while Flogg personally lead a squadron of fighters aganist him. Zurg sent out his Hornet robots, but Flogg and his forces annihilated them. Flogg landed with intention to take Zurg prisoner. But, one of Zurg's tanks revealed itself to be a gigantic Hornet robot. Flogg's men attempted to shoot the robot, but it fired shots that disarmed them of their weapons. The Hornet them moved in to attack them. Flogg's mutants attempted to leap at the robot and attack it hand to hand but the Hornet fired more lasers that knocked them out of the sky. Flogg then began to attack Zurg with a whip extension to his arm. But Zurg grew annoyed and ordered his Hornet to attack him. The Hornet then launched missiles at Flogg that knocked him into the rest of his forces. As this was going on, Skeletor watched from a distance. As Flogg and his forces began to retreat, Skeletor revealed himself to them and hitched a ride with them back to Flogg's ship.

Cutler Beckett met with the new Sheriff of Nottingham, Vaisey, and assembled his new allies - Lady Morgana, King George, Guy of Gisborne and Queen Regina. Together, they sought to claim Sauron's ring for themselves.

In Mordor, the spirit of Sauron addressed his allies: Azog the Defiler, Saruman, the Mouth of Sauron, Gothmog, and the Witch King of Angmar and prepared them for the coming war.

Rumpelstiltskin and Baelfire had been tracked down by Saruman's Uruk Hai, lead by Lurtz. As Rumpel left Bae alone for a moment, the Uruk Hai found Bae and Lurtz prepared to fire an arrow at him. But before he could do so, Rumpelstiltskin emerged from the woods and tackled Lurtz. Both of them drew their swords and Lurtz slashed at the Dark One only for Rumpel to catch the blade with his hand. Rumpel then decapitated Lurtz with a quick swing. Saruman then arrived on the scene. As Rumpelstiltskin taunted Saruman with the ring, he slashed Rumpel across the face with his staff but Rumpel simply healed it with his dark magic. He then took out his wand and knocked Saruman off his feet with a telekinetic push. Angered, Saruman opened a portal to parts unknown. Despite his best efforts, Rumpelstiltskin was unable to stop the portal from sucking Baelfire in.

President Snow addressed the people of the capital, but his speech was interrupted by an attack launched by Voldemort and his Death Eaters. At the same time, Regina began her search for the ring, bringing the two powerful sorcerors face to face. Voldemort fired a series of spells that knocked Regina onto the hood of a car. Regina quickly recovered and conjured some fire but before she could use it, Voldemort fired a very powerful spell that knocked Regina into a clocktower. Suddenly, Snow's Peacekeeprs arrived. Seeing he was outnumbered, Voldemort retreated as Regina seethed in anger.

Skeletor introduced himself to Flogg and they formed an alliance - though Flogg was not prepared to cede command of his Mutants to Skeletor.

Having deposed the Wizard of Wonderland, the Stepmothers Three reinstated the Queen of Hearts as it's ruler, though tensions rose between her and Narissa.

Ruber returned to Camelot to rebuild his power base, and was rejoined by Lord Maliss.

Tiring of Ursula and Hades, Facilier returned to his voodoo shop with Lawrence and prepared to pursue his own agenda.

Kadaj brought the mysterious box back to his employer, Malthazar, who opened it to release it's contents: the ghost of Rothbart.

Oogie Boogie introduced Maleficent to DiZ and his group, the ones who put him back together after his defeat at the Other Mother's hands. Maleficent also decided that she needed a valet in this new world, and used her powers to resurrect Mother Gothel to serve her purposes.

Zurg attempted to recruit Dragaunus as his General, who was insulted by the offer and refused outright.

Destro and Demona joined forces with Starscream.

Rameses completed rebuilding Egypt and prepared to strike out on his own; lifting Hotep and Huy's exile and recruiting a new advisor called the Kralahome. His eye was also drawn to the beautiful noblewoman, Zuleika.

Frollo was approached by Enrico Maxwell, head of the Iscariot organization - though he did not yet realize he and Maxwell had met once before. Frollo was angry at him for defying him but Enrico stated that they could not just let him do as he pleases. Frollo then called in Hook and his pirates to intimidate Enrico. Seeing this, Enrico and Anderson departed but Anderson promised to cut Frollo to bloody pieces next time.

In the Underworld, Jafar was approached by a mysterious figure who he vented his frustrations to. When Jafar stated that he wanted revenge, the figure decided to help him in his quest.

Meanwhile, The Major spoke with the Doktor about how ecstatic he was about the conflict coming ahead and stated that this would be the greatest conflict of them all.

Part Two
Chernabog and Stalker discussed their new ally: Mok, who claimed to have a way to release Chernabog, but refused to tell them what it is. They both distrusted him, and decided to watch him closely. Chernabog pointed out that the souls Mok had been sending to Hell from the Underworld had restored his strength. But he also pointed out that Mok saw himself as their equal. Stalker assured Chernabog that he would destroy Mok at the first sign of betrayal.

War criminal Solf J.Kimblee was released from Kent Manlsey's super prison and picked up by Cobra Commander, who had been told of Kimblee's talents by Zartan.

Seeking to expand her power base and wrap up loose ends, Ursula assigned Abis Mal, who had just ordered some of his men to be executed, the task of capturing Snake Mountain, and used her magic to give him a high tech upgrade with which to do it. However, Snake Mountain was currently in the control of Webstor and his army of mutant Spiders. Abis Mal smacked Webstor back with his laser cannon but Webstor quickly recovered and back in for the assault. Abis Mal then blasted all of the Mutant Spiders away with his laser cannon. Abis Mal then flew towards Webstor with his jet pack. Just as he was about to fire his laser cannon, Webstor blocked the entrance with his appendage making it explode. However, Abis Mal revealed that he had come prepared with twin machine guns and gunned Webstor down, killing him.

Now allied with the Mutants of Denebria; Skeletor established himself as Flogg's second in command and manipulated him into launching an attack on the Saurians, seeking to test the Mutants in battle. The sorceror Saurian threw an energy ball at Skeeltor which he dodged with a jump. A few of Dragaunus's foot soldiers fired at Flogg but he used his whip attachment to deflect their blasts at them, destroying them. One of the Mutants showed off his strength by kicking away a boulder then throwing away another. He then kicked one of the Saurians, knocking him down. The sorceror Saurian then fired another magical blast, knocking the Mutant's weapon out off his hand. As Flogg moved in with his whip, Dragaunus fired a blast from his ring, knocking the Mutant into Flogg. Skeletor then entered the fray and fired a blast at a container overhead, making it spill lava over the battlefield. Seeing this, the Saurians retreated.

After being exiled from Agrabah by Tri Klops, Arburtus was in hiding when Evilseed arrived in hopes of turning him into the authorities for a reward. Evilseed summoned two giant, tyrannosaur like venus fly traps for the fight. Arburtus controlled some giant vines to grab the venus fly trap and drag it away. The other venus fly trap bit one of Arburtus's plants but Arburtus caused spines to protrude from the plant, killing the fly trap. Evilseed then attempted to escape riding a large snake like plant. But Arburtus controlled some vines to grab Evilseed in the face. Evilseed managed to rip the vines off but Arburtus summoned a mass of thorn bushes which buried Evilseed, killing him.

Ursula's first course of action was to use Hades's reserve of Titans and use them to invade Camelot and get rid of her enemies. However, she didn't plan for Rasputin, who was back from the dead with the powers of a god. As the Titans approached Camelot, Rasputin conjured a blast of lightning which stunned them. The Rock Titan then punched him, scattering his body parts everywhere. But Rasputin managed to reassemble himself. Rasputin then summoned a massive cyclone which sucked the Titans in. He then launched them into space where they were blown to smithereens. As Ursula lamented her loss, Rasputin celebrated.

Criminal Genius Gemini was informed of the return of Cobra Commander by his subordinate, Agent Beta. He did not take the news well as he jettisoned Beta out of his base.

Furious at the loss to the Saurians, Flogg began to regret listening to Skeletor; who assured him that the battle was merely a test and that his ultimate plan would ensure their victory.

President Snow hosted a party at the Presidential palace, inviting many of his allies and several business persons to gather support. Cruella and Claw were forced to socialize with Zorg, and met Snow's new subordinates; Victor Frankenstein and Henry Burke.

The Witch King met with Gothmog and ordered him to press on into the Enchanted Forest, where he felt the ring may be found. Though this was the territory of Queen Regina, the Witch King planned to deal with her himself.

In Narnia, Lord Miraz held council with his advisors, including his second in command, Nizam. He also introduced his new General, Kael, who once served Queen Bavmorda. Miraz had captured an Orc, and planned to strike back against Sauron's armies before they grew too strong.

Hoping to capture and weaponize the super powered serial killer known as Sylar, Claw hired the young technopath Sue Tenny a.k.a Royal Pain to capture him at Sky High's homecoming dance. As Royal Pain confronted Sylar, he telekinetically thrusted her into a disco ball. As she demonstrated her technopathic powers as she freed herself, Sylar became interested in trying the powers himself. Sylar telekinetically launched shards of glass at Royal Pain sending her flying. She then took out an electric gun and blasted Sylar with it, stunning him. Sylar then used a telekinetic blast to knock Royal Pain out. He then sliced her head open, killing her, as he sought to learn her powers.