Heroes vs Villains

A Spin-off Tournament from CKprimeval07 Number of Rounds (Part): 16

Round 1 (First Series):

 * Prologue: (Featuring: Maleficent's Alliance, Maleficent, Diablo, Jafar, Iago, Hades, Dr. Facilier, Frollo, Mok Swagger, Mok's Supercomputer, Rasputin, Ruber, Rothbart, Eris, Thrax, Professor Screweyes, Zigzag, El Supremo, Tzekel Kan, Hazel, and Fiver)
 * Anastasia Romanov vs. Hades (Also Featuring: Rasputin, Bartok, Pain, Panic, Hades' Chariot, Rasputin's Gargoyles, Dimitri, Vladimir, and Pooka)
 * Aladdin & Jasmine vs. Zigzag (Also Featuring: Jafar, Iago, Jafar's Horse, Zigzag's Horse, Phido, Rajah, the Sultan of Agrabah, and Agrabah's Royal Guards)
 * Charlie & Itchy vs. Madame Medusa
 * Bernard & Bianca vs. Warren T. Rat (Also Featuring: the Mott Street Maulers)
 * Freddie vs. Ursula (Also Featuring: Nessie)
 * Mickey, Donald, & Goofy vs. El Supremo (Also Featuring: El Supremo's Military, Pluto, Minnie Mouse, and Messina)
 * Epilogue: (Featuring: Freddie, Nessie, Ariel, Flounder, Fiver, Hazel, Hexxus, and the Firebird)

Round 2:

 * Prologue: (Featuring: Hazel, Fiver, Threarah, Bambi, Queen Grimhilde's Alliance, Queen Grimhilde, El Supremo, Messina, Captain Hook, Lord Maliss, Scowl, Batso, Anastasia Romanov, Dimitri, Vladimir, Mousekewitz Family, Fievel Mousekewitz, Papa Mousekewitz, and Tanya Mousekewitz)
 * Intense Cutscene: (Featuring: Fievel Mousekewitz, Tanya Mousekewitz, Yasha Mousekewitz, Papa Mousekewitz, Mama Mousekewitz, Hubie, Rocko, Anastasia Romanov, Pooka, Rasputin, Bartok, Hades, Maleficent, Diablo, Rasputin's Gargoyles, Dimitri, Mok Swagger, and Zigzag)
 * The Seven Dwarves vs. Lord Maliss (Also Featuring: Snow White (D), Dragon Maliss, Scowl, Batso, and the Forest Animals)
 * Taran vs. Rothbart (Also Featuring: Hen Wen, the Gwythaints, and the Great Animal)
 * Kayley & Garrett vs. Frollo (Also Featuring: Frollo's Soldiers, Snowball, Juliana, Juliana's Servants, Kayley's Horse, and Ayden)
 * Tack vs. Jafar (Also Featuring: the Camel, Princess Yum-Yum, King Nod's Servants, the Thief, Abis Mal, and Iago)
 * Beast vs. Ruber (Also Featuring: the Beast's Servants, Lumiere, Cogsworth, Mrs. Potts, Chip, Ruber's Thugs/Metal Army, Belle, Philippe, and Bladebeak)
 * Ariel & King Triton vs. Messina (Also Featuring: Flounder, Freddie, Sebastian, and Nessie)
 * Odette vs. Doctor Facilier (Also Featuring: Odette's Friends, Jean-Bob, Speed, Puffin, King William, Derek, and Friends on the Other Side)
 * Epilogue: (Featuring: Doctor Dawson, Fievel Mousekewitz, Hazel, Hazel's Rabbits, Fiver, Dandelion, Big Wig, Silver, Pipkin, Blackberry, Captain Holly, Bambi, Prince John, Prince John's Alliance, Shere Khan, Scar, Prince Froglip, Froglip's Goblins, Aladdin, Jasmine, Abu, Mickey Mouse, the Genie, Donald Duck, Goofy, the Horned King, Ruber, Dr. Facilier, Hen Wen, Rothbart, Queen Grimhilde, the Magic Mirror, Kayley, Garrett, the Flying Carpet, Taran, Balto, and Sinbad)

Round 3:

 * Prologue: (Featuring: the League of Extraordinary Gentlemice, Timothy Q. Mouse, Roquefort, Doctor Dawson, Fievel Mousekewitz, Basil of Baker Street, Bernard, Bianca, Jake, Jaq, Gus, Olivia Flaversham, Scar, Nobi, Prince John, Shere Khan, Lady Tremaine, Lucifer, Maleficent, and Diablo)
 * "BEAR BATTLE": (Featuring: Balto, Jenna, Boris, Muk, Luk, Belle, Philippe, Beast, Lumiere, Cogsworth, Black Bear & Grizzly Bear)
 * Robin Hood vs. Prince Froglip (Also Featuring: the Goblin Queen, the Goblin King, and Froglip's Goblins)
 * Mowgli vs. Tzekel Kan (Also Featuring: Tzekel Kan's Acolyte, Bagheera, and Baloo)
 * Sinbad vs. Captain Hook (Also Featuring: Captain Hook's Pirates, Mullins, Sinbad's Crew, Jed, Turk, Bill Jukes, Starkey, Black Murphy, Kale, Wibbles, Spike, Mr. Smee, and Marina)
 * Mrs. Brisby vs. Lucifer (Also Featuring: Jeremy)
 * Tiana & Naveen vs. Professor Screweyes
 * Hubie & Rocko vs. Shere Khan
 * Jim Hawkins vs. Thrax (Also Featuring: Sarah Hawkins, Dr. Doppler, Thrax's Goons, and Delilah)
 * Littlefoot, Cera, Ducky, Spike & Petrie vs. Scar, Banzai, Shenzi, and Ed (Also Featuring: the Vultures (Jungle Book), the T-Rex (Fantasia), Littlefoot's Mother, and the Hyenas)
 * Epilogue: (Featuring: Tiana, Naveen, Nessie, Tzekel Kan, Captain Hook, Emperor Zurg's Alliance, Emperor Zurg, Gantu, Thrax, Prince John, Shere Khan, Scar, Prince Froglip, the Goblin Queen, the Goblin King, Banzai, Sir Hiss, Jim Hawkins, Dr. Doppler, Mulan, Mr. Arrow, Blinko, Lady Tremaine, Maleficent, Jafar, Iago, Abis Mal, Zigzag, Phido, Hades, Rasputin, Mok, the Vultures (The Jungle Book), Littlefoot, Littlefoot's Mother)

Round 4:

 * Prologue: (Featuring: Scuttle, Littlefoot, Tiana, Naveen, Ariel, Nessie, Freddie, Flounder, Sebastian, Holli Would, Jafar, Iago, Merlin, the Fairy Godmother, Flora, Fauna, Merryweather, Avatar, Avatar's Pets, Elinore, Weehawk, Arthur (D), Archimedes, the Royal Council, King Stefan, Queen Leah, King Hubert, the King of France, the Grand Duke (D), Prince Phillip, Sir Ector, Sir Kay, King Papa, King Morpheus (N), Nemo, Princess Camille, Icarus, King Jarol, Teegra, King Haggard, Rasputin, Maleficent, Diablo, the Thief, and Thrax)
 * Aladdin and Mickey Mouse vs. Rasputin and Thrax (Also Featuring: Pluto, Donald Duck, the Genie, Goofy, Abu, Rajah, and Jasmine)
 * Spirit vs. Zira (Also Featuring: the Eagle, Archive Footage of the Mountain Lion, the Foals, Esperanza, and Spirit's Herd)
 * Hercules vs. Ruber (Also Featuring: Hades, Megara, Metal Army, Pegasus, Philoctetes, and Ruber's Griffin)
 * Cale Tucker vs. Gantu (Also Featuring: Akima Kunimoto, and Joseph Korso)
 * Simba vs. Sharptooth (Also Featuring: Pumbaa, and Timon)
 * Tulio and Miguel vs. Ratcliffe (Also Featuring, Frollo, Street Thugs (The Road to El Dorado), Zaragoza (cameo), Wiggins, Cortez's Warriors (cameo), Brutish Guard, Oafish Guard, Frollo's Soldiers, and Percy)
 * Lilo and Stitch vs. Kent Mansley
 * Omar and Company vs. Dr. Facilier (Also Featuring: Mok, the Schlepper Brothers, Toad, Sleazy, Zip, Angel, Dizzy, Stretch, and Facilier's Shadow)
 * Epilogue: (Featuring: Dizzy, Stretch, Omar, Aladdin, Abu, Mickey Mouse, Donald Duck, Goofy, Scar's Alliance, Scar, Shere Khan, Zira, Kaa, Claudandus, General Woundwort, Cobra Bubbles, Kent Mansley, Emperor Zurg, Gantu, Thrax, Zygon, Tyler, Angel, Holli Would, Jasmine, Princess Yum-Yum, Mok, Dr. Facilier, Rothbart, Ruber, the Horned King, the Bakshi Bunch, Blackwolf, Nekron, and Saruman)

Round 5:

 * Prologue: (Featuring: Blackwolf, Necron 99, Necron 99's Comrades, the Horned King, Jake, Sparky, Dr. Dawson, Mrs. Brisby, Basil, Olivia Flaversham, Jaq, Gus, Frollo, Torturer Guard (The Hunchback of Notre-Dame), Stanley, Juliana (Quest for Camelot), Tack, Quasimodo, Miguel, Tulio, the Animal Cruelty Squad, Imprisoned Dogs (Plague Dogs), Horace Badun, Jasper Badun, Tom, Jerry, Rowf, Snitter, Cruella DeVille, Avatar, Merlin, the Fairy Godmother, the President, Fauna, Merryweather, Archimedes, Elinore, Patch of Heaven's Animals, Pearl Gesner, Patch of Heaven's Cows, Mrs. Calloway, Grace, Wilbur, Maggie, Patch of Heaven's Hens, Audrey, Templeton, the Goose (Charlotte's Web), Patch of Heaven's Chicks, Widow Tweed, Animal Farm's Animals, Boxer, Patch of Heaven's Pigs, Animal Farm's Geese, Charlotte, Sheriff Sam Brown, Buck, Animal Farm's Pigs, Napoleon, Squealer, Snowball (Animal Farm), Animal Farm's Sheep, Jeb, Ollie, Larry (Home on the Range), Patch of Heaven's Ducks, Tod, Benjamin, Animal Farm's Cows, Animal Farm's Horses, and Napoleon's Dogs)
 * Robin Hood vs. Necron 99 (Also Featuring: Little John, Necron 99's Mount, Peter Pan, and Tinker Bell)
 * Ozzy, Drix, Orin, and Dagg vs. Emperor Zurg and Warp Darkmatter (Also Featuring: Arthur (Starchaser: The Legend of Orin), Hornets, Regular-Hornets, and Silica)
 * Pocahontas and John Smith vs. Knuckles (Also Featuring: Grandmother Willow, Archive Footage of the Hunter's Wildfire from Bambi, Meeko, and Flit)
 * Escape from the ACS Sector B (Featuring: Rowf, Snitter, Tom, Jerry, Imprisoded Dogs (The Plague Dogs), Stray Dogs (Tom and Jerry: The Movie), Cruella DeVille, Jasper Badun, and Horace Badun)
 * Interlude (Featuring: Littlefoot, Ariel, Queen Athena (The Little Mermaid) (flashback only), King Triton (flashback only), the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Bernard, Fievel Mousekewitz, Olivia Flaversham, Roquefort, Bianca, Timothy Q. Mouse, Jaq, Gus, Evinrude, Jeremy, Jake, Clavious, Knuckles, Zelda, and Rothbart)
 * Peter Pan vs. Necron 99 (Also Featuring: Tinker Bell, Arthur (D), Avatar, Merlin, the President, Flora, Fauna, Merryweather, Archimedes (The Sword in the Stone), Elinore, Robin Hood, and Weehawk)
 * Tarzan vs. Drake (Also Featuring: Shere Khan, Claudandus, the Gorillas, Jane Porter, Tantor, and Terk)
 * Kayley and Garrett vs. Gaston and Pete (Also Featuring: Frollo, Frollo's Alliance, Ayden, Devon, Cornwall, and Pete's Weasels)
 * Bambi and Hazel vs. Steele and Chief (Also Featuring: Hazel's Rabbits, Big Wig, Dandelion, Fiver, Silver, Pipkin, Blackberry, Captain Holly, Archive Footage of the Hunter's Dogs from Bambi (used for the fight between Bambi and Steele), and Amos Slade)
 * Jean-Bob, Speed, and Puffin vs. Madame Medusa and Edgar (Also Featuring: Brutus, Nero, Mr. Snoops, and Rocko)
 * Epilogue: (Featuring: Aladdin, Abu, the Flying Carpet, Moses, Tzipporah, the Camel (The Prince of Egypt), the Genie, Kayley, Garrett, the Unicorn, Devon, Cornwall, Schmendrick, Taran, Eilonwy, Fflewddur Fflam, Balto, the Beast, Belle, Hubie, Speed, Puffin, Jean-Bob, Rocko, Tarzan, Mowgli, Jane Porter, Bagheera, Baloo, Frollo, Rameses, Necron 99, Larry the Lizard, Blackwolf's Skull Minions, Blackwolf, the Horned King, Nekron, Cruella DeVille, McLeach, Alameda Slim, the Willie Brothers, Phil Willie, Bill Willie, Aunt Pristine Figg, Clayton, Bill Sykes, Roscoe, Desoto, Mr. Lickboot, The Colonel, the Colonel's Soldiers, Sergeant Adams, Amos Slade, Littlefoot's Friends, Cera, Petrie, the Vultures (Jungle Book), Spike (The Land Before Time), Ducky, Eris, Eris' Minions, Mok, Maleficent, and Queen Grimhilde)

Round 6:

 * Prologue: (Featuring: Queen Grimhilde, Ursula, Morgana, Captain Hook, the Magic Mirror, Ogthar (flashback only), Tzekel Kan, El Supremo, Lord Maliss, Undertow (cameo), the R.L.S. Legacy, Jim Hawkins, Dr. Doppler, Captain Amelia, Mulan, Buzz Lightyear, Orin, Osmosis Jones, Mr. Arrow, Tyler, Emperor Zurg, Tyler's Scientists, Dr. Schechter, Simba, Nala, Timon, Zazu, Pumbaa, Moses, Mickey Mouse, Aladdin, Rameses (shown in flashback), Hotep (shown in flashback), Huy (shown in flashback), Sa'Luk (shown in flashback), the Hebrews (shown in flashback), Aaron (shown in flashback), Miriam (shown in flashback), Omar, Omar's Friends, Dizzy, Stretch, Goofy, and Donald Duck)
 * Timon and Pumbaa vs. Ozzy and Strut
 * Danny vs. Cruella DeVille (Also Featuring: Horace Badun, and Jasper Badun)
 * Larn and Darkwolf vs. the Sheriff of Nottingham (Also Featuring: Darkwolf's Horse, the Wolf Archers, and Curdie)
 * Sinbad vs. Ursula and Morgana (Also Featuring: Proteus, Spike (Sinbad: Legend of the Seven Seas), Sinbad's Crew, Luca, Cloak, Dagger, King Dymas' Guards (cameo), and Undertow (cameo))
 * Interlude: (Featuring: the League of Extraordinary Gentlemice, Orville, Jeremy, Mrs. Brisby, Basil, Dumbo, Timothy Q. Mouse, the Spider, Fievel Mousekewitz, Dr. Dawson, the Great Owl, Bernard, Jake, Olivia Flaversham, Gus, Roquefort, Bianca, the Grand Duke of Owls (shown in flashback), Alameda Slim, the Colonel, Amos Slade, McLeach, Clayton, Bill Sykes, Frollo, Rameses, Quasimodo, Littlefoot, Tiana, Naveen, Sebastian, Ariel, the Vultures (Jungle Book), Littlefoot's Friends, Cera, Ducky, Spike (The Land Before Time), Petrie, Freddie, Nessie, and Flounder)
 * Buzz Lightyear and Jim Hawkins vs. Tyler (Also Featuring: Tyler's Scientists, Lambert, Mulan, Mushu, and Cri-Kee)
 * The League of Gentlemice vs. The Grand Duke of Owls (Also Featuring: Orville, Bernard, Bianca, Dumbo, Basil, Jaq, Gus, Roquefort, Mrs. Brisby, Timothy Q. Mouse, Jake, Sparky, Fievel Mousekewitz, Owl Minions, Fidget, Dr. Dawson, Olivia Flaversham, Toby (The Great Mouse Detective), Archive Footage of Patou (used in the fight between Toby and the Grand Duke of Owls))
 * Spirit vs. Alameda Slim (Also Featuring: Junior, Esperanza, Spirit's Herd, the Foals, the Willie Brothers, Bill Willie, Phil Willie, Rico, Clayton's Men, and Gill Willie)
 * Quasimodo vs. Rameses (Also Featuring: French Civilians, Hotep, Huy, Rameses' Son, Egyptian Troops, Frollo, Frollo's Soldiers, Ratcliffe, Puppetino, Twinkle (cameo appearance), Professor Screweyes, Stubbs the Clown (cameo appearance), Sarousch, Sarousch's Short Minion (cameo apperance), Stromboli, Stromboli's Puppets (cameo appearance), Pinocchio (non-canon cameo appearance), Pete, Pete's Weasels, Honest John, Gaston, and Gurgi)
 * Epilogue: (Featuring: Ozzy, Strut, Shere Khan, Napoleon (Animal Farm), Professor Ratigan, Warren T. Rat, Jenner, the Mouse King, Carface, the Grand Duke of Owls, Cat R. Waul, Avatar, Necron 99, Merlin, Gandalf, Frodo Baggins, Peter Pan, Rowf, Snitter, Thomas O'Malley, Tom, Jerry, Francis (Felidae), Bluebeard, McLeach, Bill Sykes, Littlefoot's Friends (shown in flashback), Littlefoot (shown in flashback), Cera (shown in flashback), Spike (The Land Before Time) (shown in flashback), Ducky (shown in flashback), Petrie (shown in flashback), Clayton, Tzekel Kan, Scowl, Batso, Queen Grimhilde, and Ogthar)

Round 7:

 * Prologue: (Featuring: the Schlepper Brothers, Zip, Drizella Tremaine, Anastasia Tremaine, Sleazy, Maleficent's Goons, Holli Would, Eris, Abis Mal, Maleficent, Lady Tremaine, Jafar, Claudandus, Mok's Supercomputer, Hades, Mok, Diablo, Manta Birds (Treasure Planet), the R.L.S. Legacy, Captain Amelia, Mulan, Jim Hawkins, Mr. Snuff, Dr. Doppler, Mr. Arrow, Morph, Mushu, Cri-Kee, McLeach, Clayton, Joanna, Larn, Darkwolf, Curdie, Ratigan, Ratigan's Thugs, Cat R. Waul, the Grand Duke of Owls, Carface, Warren T. Rat, Meowrice, the Mouse King, Jenner, Napoleon (Animal Farm), Meowrice's Business Associates, Digit, the Sheriff of Nottingham (shown in flashback), Mr. Lickboot (shown in flashback), Frollo (shown in flashback), One-Eye (An American Tail), Frenchy, Felonious, Fidget, and Killer)
 * Fly, Stella, and Chuck vs. Yzma (Also Featuring: Kronk)
 * Cody and Marahute vs. Pterano, Rinkus and Sierra
 * Littlefoot and friends vs. Clayton and the wolves (featuring: Black Forest Wolves, The Wolf (Make Mine Music) and The Wolf (The Sword in the Stone))
 * Hercules vs. Ommadon and Bryagh (Also Featuring: Pegasus, Philoctetes, Megara, and Bryagh)
 * Derek vs. Shan Yu (Also Featuring: Derek's Horse, Hayabusa the Falcon, the Hun Army, and Elite Hun Soldiers)
 * Interlude: (Featuring: the Galactic Federation, the R.L.S. Legacy, the Grand Councilwoman, Jim Hawkins, Captain Amelia, Mulan, Osmosis Jones, Drix, Buzz Lightyear, the Galactic Federation's Armanda, Leah Estrogen, Cale Tucker, Joseph Korso, Akima Kunimoto, Dr. Doppler, Orin, Gune, Stith, Preed, Dagg Dibrimi, Emperor Zurg, Thrax, Brain Pods, Tyler, Gantu, Sheriff Sam Brown, Alameda Slim/Yancy O'Del, Snowball (Animal Farm), the Animal Farm's Pigs, the Animal Farm's Sheep, the Anima Farm's Goat, Wilbur, Maggie, Amos Slade, Spirit, Tod, Napoleon (Animal Farm), Charlotte, Ratcliffe, Percy, the Colonel, the Horned King, the Horned King's Barbarian Guards, Ruber, Dr. Facilier, Creeper, Odette, Hen Wen, Rothbart, Nekron, and Clavious)
 * Tiana and Naveen vs. Dil and Ichy (Also Featuring: Louis, and Ray)
 * Tom and Jerry vs. Ratigan (Also Featuring: Felicia, Rowf, and Snitter)
 * Shang vs. Marcus Octavius (Also Featuring: Kyala, Yao, Ling, Chien-Po, Marcus' Troops, Sergeant (Highlander: The Search for Vengeance))
 * Rex and friends vs. Amos Slade (Also Featuring: McLeach, Clayton, Elsa, Woog, and Dweeb)
 * Kuzco vs. Darla Dimple (Also Featuring: Incan Palace Guards, Theme Song Guy, Hades, Zigzag, and Max (Cats Don't Dance))
 * Epilogue: (Featuring Kayley, Eilonwy, Devon, Cornwall, Balto, the Unicorn, Garrett, the Beast, Lumiere, Cogsworth, Taran, the Stable Horses (Quest for Camelot) (shown in flashback), the Headless Horseman (shown in flashback), the Headless Horseman's Horse (shown in flahback), Belle, Boris, Molly Grue, Schmendrick, Dil, Ichy, Zira, Pterano, Rinkus, Sierra, Derek, Derek's Horse, Larn, Darkwolf, Curdie, Ariel, Flounder, Freddie, Nessie, Sebastian, Tiana, Naveen, Prince John, Prince Froglip, Yzma, Mad Madam Mim, the Queen of Hearts, Queen Gnorga, Trolls of Queen Gnorga (cameo appearance), Sir Hiss, Merlin, Archimedes, Gandalf, Arthur (D), Frodo Baggins, Diablo, Avatar, Avatar's Pets, the Fairy Godmother, Flora, Robin Hood, Peter Pan, Elinore, Tinker Bell, Claudandus, and Sharptooth)

Round 8:

 * Prologue: (Featuring: Francis (Felidae), Bluebeard, Thomas O'Malley, Tom, Jerry, Rowf, Snitter, the Hermann Brothers, Kong, the Horned King, Rothbart, Bridget (cameo appearance), Clavious, the Genie (shown in flashback), Creeper, Hades, Pain, Panic, Ommadon, Prince John, Dr. Facilier, Yzma, the Queen of Hearts, Prince Froglip, the Bird (The Princess and the Goblin), Queen Gnorga, King Llort (cameo appearance), Trolls of Queen Gnorga (cameo appearance), Madam Mim, the R.L.S. Legacy, Jim Hawkins, Preed, Scroop, John Silver, Mulan, Mr. Arrow, Mr. Snuff, Longbourne, Blinko, Hands, Joseph Korso, and Morph)
 * Forces of Merlin & Gandalf vs. Forces of Mok and Maleficent: (Featuring: Avatar, Weehawk, Peace, Merlin, Gandalf, Frodo Baggins, Maleficent, Mok, Flora, Fauna, Merryweather, Robin Hood, Hades, Rasputin, Tinker Bell, Archimedes, Zigzag, Ommadon, Abis Mal, Peter Pan, Diablo, Maleficent's Goons, Elinore, the Fairy Godmother, Arthur (D), Phido, the Schlepper Brothers, Toad, Sleazy, Zip, Little John, Archive Footage of the Rhino Guards (used for the capture scene of Robin Hood))
 * Gorbash vs. Jafar (Also Featuring: Peter Dickison, Princess Milisadre, Jafar's Dark Horsemen, Carolinus, Smrgol, and Iago)
 * Milo Thatch vs. the Snow Queen (Also Featuring: Audrey Ramirez, Kida, Vinny Santorini, and Gaetan "Mole" Moliére)
 * Freddie vs. Kaa (Also Featuring: Tiana, Naveen, Marina (Sinbad: Legend of the Seven Seas), Ray, Ariel, and Louis)
 * Genie vs. Clavious
 * Interlude: (Featuring: the Royal Council, King Stephan, King Hubert, King Papa, Princess Irene, King Arthur (Quest for Camelot), the King of France, the Grand Duke (D), Queen Uberta, Lord Rogers, the Sultan of Agrabah, King Haggard, the Emperor of China, Chi-Fu, King Nod, Sir Ector, Sir Pellinore, King Morpheus (Little Nemo: Adventures in Slumberland), Princess Camille, Icarus, King Jarol, Teegra, Nemo, Kashekim Nedakh, Professor Genius, Francis (Felidae), Bluebeard, Pongo, Perdita, Danny (Cats Don't Dance), Sawyer, Dodger, Oliver, Charlie Barkin, Itchy, Francis (Oliver and Company), Rita, Einstein, the Alley Cats, Scat Cat, Hit Cat, Thomas O'Malley, Jaune-Tom, Robespierre, Lady, Tramp, Rowf, Snitter, Tom, Jerry, Odette's Friends, Speed, Jean-Bob, Odette, Hubie, Gurgi, Rocko, Puffin, John Silver, John Silver's Crew, Hedley, Torrance, Hands, Grewnge, Scroop, Thrax, Joseph Korso, Preed, Aguanoggin, and Onus)
 * 26 and friends vs. the Queen of Hearts (Also Featuring: Kex Bradley, Mara, the Card Soldiers, the White Rabbit (cameo appearance), Spazz, Flamingo Poles, and the King of Hearts (cameo appearance))
 * Tarzan & Mowgli vs Sharptooth & Claudandus (Also Featuring: Scar, Zira, Vitani, General Woundwort, Mok's Supercomputer, Baloo, Professor Archimedes Porter, Bagheera, Jane Porter, Terk, and Tantor)
 * Anastasia Romanov vs Lady Tremaine (Also Featuring: Rasputin, Pooka, Lucifer, Dimitri, Drizella Tremaine, Anastasia Tremaine, and Vladimir)
 * Buzz Lightyear vs Zygon (Also Featuring: XR, Booster, Mira Nova, and Zygon's Droids)
 * Epilogue: (Featuring: Jim Hawkins, Morph, Mulan, John Silver, Colin MacLeod, Milo Thatch, Joshua Sweet, Julie, Germaine, Dahlia, Aladdin, Abu, Gurgi, Moses, Odette, Odette's Friends, Jean-Bob, Speed, Puffin, Omar's Friends, Dizzy, Stretch, Omar, Mickey Mouse, Donald Duck, Goofy, Hubie, Rocko, Pluto, the Flying Carpet, McLeach, Joanna, Littlefoot, Littlefoot's Friends, Cera, Spike (The Land Before Time), Ruber, Yzma, King Haggard, the Horned King, Prince John, Saruman, the Genie, Clavious, the Queen of Hearts, Nekron, Prince Froglip, the Goblin King, the Goblin Queen, Dr. Facilier, Shadow Demons, Rhino Guards, the Card Soldiers, Nekron's Subhumans, Blackwolf's Mutants, the Drej, and the Drej Queen)

Round 9:

 * Prologue: (Featuring: Frollo, Ratcliffe, Percy, Rameses, Gaston, Pete, Sa'Luk, Miguel, Tulio, Quasimodo, Juliana (Quest for Camelot), Tack, Pinocchio (D), Jiminy Cricket, Freddie, Daffers, Ray, Ariel, Scotty, Louis, Marina (Sinbad: Legend of the Seven Seas), Tiana, Naveen, Mr. Lickboot, Dr. Greed, Bill Sykes, Geppetto (D), Geppetto (Pinocchio and the Emperor of Night), Uncle Drosselmeier, Pinocchio (Pinocchio and the Emperor of the Night), Clara, and Pavlova)
 * Battle of the Toys (Featuring: Ballerina, Pinocchio (Pinochio and the Emperor of Night), Gee Willikers, Toy Soldiers, Clara, Figaro, Cleo, Hans/the Nutcracker Prince, Jack-in-the-Box, Pavlova, Tin Soldier, the Mouse King, the Mouse King's Mice)


 * Kenai vs. Niju (Also Featuring: Rutt, Tuke, Yak, Sumak, Koda, Nuk, Archive Footage of the Black Forest Wolves (used in the fight, between Kenai and Niju), Archive Footage of Koda's Mother (used in the escape scene of Kenai), Zira, Timon, and Pumbaa)


 * Escape from the Queen's Castle (Featuring: Queen Grimhilde, Captain Hook, Ariel, Freddie, Nessus, Tzekel Kan, El Supremon, Messina, Tiana, Ursula, Archive Footage of Avatar's Gun (used in the minor fight, between Freddie and Ursula), Daffers, Scotty, Naveen, Ogthar, Marina (Sinbad: Legend of the Seven Seas), Morgana, Lord Maliss, Louis, Ray, and Sinbad's Crew)


 * Prison Break (Featuring: Aladdin, Abu, Esmeralda, Goofy, Clopin, Odette, Chel, Mickey Mouse, Puffin, Moses, Tzipporah, Donald Duck, Frollo, Rameses, Odette's Friends, Jean-Bob, Speed, Hubie, the Camel (The Prince of Egypt), French Civilians, Miguel, Tulio, Pete, Sa'Luk, the Forty Thieves, the Beagle Boys, Pete's Weasels, Rocko, Street Thugs (The Road to El Dorado), Cortez's Warriors (cameo appearance), Gurgi, Stanley, Gaston, Tack, Juliana (Quest for Camelot), Quasimodo, Pinocchio (D), Omar's Friends, Dizzy, Stretch, Omar, Abis Mal's Thugs, Abis Mal, the Thief, and the Flying Carpet)
 * Interule (1): (Featuring: Odette, Quasimodo, Speedy, Puffin, Chel, Miguel, Tulio, Pinocchio (D), Esmeralda, Tack, Jiminy Cricket, Stanley, the Seven Dwarfs, Gurgi, Snow White (Happily Ever After), the Seven Dwarfelles, Gorbash/Peter Dickison, Koda, Kenai, Bambi, Hazel, Hazel's Rabbits, Big Wig, Dandelion, Fiver, Silver, Pipkin, Blackberry, Captain Holly, Scar, Shenzi, Banzai, Ed, Shere Khan, Drake, General Woundwort, Claudandus, Timon, Pumbaa, Zira, Zira's Lions, Kaa, Ozzy, Niju, Ichy, Dil, Rinkus, Sierra, Pterano, Strut, Vervain, Nuk, Yak, Sumak, Niju's Wolves, Simba (shown in flashback), Littlefoot (shown in flashback), Littlefoot's Friends (shown in flashback), Cera (shown in flashback), Spike (The Land Before Time) (shown in flashback), Petrie (shown in flashback), Ducky (shown in flashback), Tarzan (shown in flashback), Freddie (shown in flashback), the Hyenas, Woundwort's Rabbits, Archive Footage of Mendel's Experiments (used in Scar's musical song: Be Prepared))
 * Interlude (2): (Featuring: the Drej Queen, Emperor Zurg, Zygon, Warp Darkmatter/Agent Z, Tyler, Stitch, the Iron Giant, Hogarth Hughes, Lilo Pelekai, Dr. Jumba, Pleakley, Marcus Octavius, Marcus' Alliance, Lyle Tiberious Rourke, Lt. Helga Sinclair, Shan-Yu, Hayabusa the Falcon, Kent Mansley, the 99 Puppies, Imprisoned Dogs (Plague Dogs), Pound Dogs, (Lady and the Tramp), Edgar, Aunt Pristine Figg, Aunt Sarah, Mr. Lickboot, Si, and Am)
 * The Royal Council vs. the Horned King's forces (Featuring: King Stephan, King Hubert, the King of France, Queen Uberta, Lord Rogers, the Emperor of China, Nemo, Princess Irene, the Sultan of Agrabah, King Nod, Queen Leah, the Horned King, the Horned King's Barbarian Guards, Dr. Facilier, Rothbart, the Grand Duke (D), the King's Guards, Clavious, Zelda, King Morpheus (Little Nemo: Adventures in Slumberland), Princess Camille, Icarus, Shadow Demons, Facilier's Shadow, Professor Genius, Sir Ector, Sir Kay, Ruber, Nekron, Prince Froglip, Froglip's Goblins, Prince John, Teegra, King Papa, Prince John's Army, Rhino Guards, Prince Phillip, Archive Footage of Maleficent's Goons (used in the minor fight between Prince Phillip and Froglip's Goblins), Madam Mim, King Jarol, the Sheriff of Nottingham, Taro, Yzma, Queen Gnorga, Blackwolf, Kashekim Nedakh, Blackwolf's Army, Blackwolf's Mutants, Archive Footahe of the Elite Hun Soldiers (used in the Emperor's capture scene by Blackwolf's Mutants), Chi-Fu, King Haggard, King Arthur (Quest for Camelot), the Queen of Hearts, the Card Soldiers, Flamingo Poles, Saruman, and Turnip)
 * Littlefoot & friends vs. McLeach (Also Featuring: Cera, Spike (The Land Before Time), Petrie, Ducky, and Joanna, Archive Footage of the Lost Boys' capture (used for the capture scene of Littlefoot and his friends)
 * The Forces of Francis vs. A.C.S. Sector B (Featuring: Edgar, Thomas O'Malley, Sykes, Cruella DeVille, Duchess, Duchess' kittens (Marie, Toulouse, Berlioz), Francis (Felidae), Jasper Badun, Madam Medusa, Pongo, Perdita, Aunt Pristine Figg, Ferdinard, Tramp, Lady Dodger, Rita, Itchy, Danny (Cats Don't Dance), Sawyer, Horace Badun, Snitter, Rowf, Oliver, Jerry, Si, Am, Jaune-Tom, Robespierre, Bluebeard, Archive Footage of the Hermann Brothers' electrecution (used in the death scene of Si and Am), Mr. Lickboot, Roscoe, Desoto, Francis (Oliver and Company), Tito, Einstein, Tom, Brutus, Nero, Mr. Snoops, the Alley Cats, Hit Cat, Peppo, Dr. Greed, Dr. Greed's Henchmen, the Manager, Platini, Unknown Corporate Manager, Scat Cat, and Shun Gon)
 * The R.L.S. Legacy vs. the Drej (Featuring: the Drej, Dr. Doppler, XR, Booster, Jim Hawkins, Morph, the Drej Soldiers, Mushu, Mulan, Captain Amelia, Osmosis Jones, Cale Tucker, Hornets, Regular-Hornets, Gune, Dagg Dibrimi, Akima Kunimoto, Drix, Dagg's Droids, Stith, Orin, Buzz Lightyear, the Drej Air Fleet, Mira Nova, Silica, Arthur (Starchaser: The Legend of Orin), the Iron Giant, Hogarth Hughes, Stitch, and Lilo Pelekai)
 * Julie, Colin MacLeod, and Dahlia vs. Rourke and Shan-Yu (Also Featuring: Rourke's Mercenaries, Hayabusa the Falcon, Lt. Helga Sinclair, and Germaine)
 * Epilogue: (Featuring: Commander Rourke, Dahlia, Colin MacLeod, Germaine, Julie, Princess Irene, Turnip, Princess Camille, Darkwolf, Darkwolf's Horse, Curdie, Derek, Nemo, Icarus, Professor Genius, Teegra, Aunt Sarah, Aunt Figg, Si, Am, Dr. Greed, the Manager, Unknown Corporate Manager, Peace, Avatar, Avatar's Mounts, Tinker Bell, the Lost Boys, Little John, Frodo Baggins, Maid Marian, Arthur (D), Archimedes (D), Lady Kluck, Weehawk, Frollo's Soldiers, Frollo, Tyler, Tyler's Scientists, Archive Footage of Moses' Ring (used for the plotline of the One-Ring to the Animated Universe), Taran, Archive Footage of the One-Ring (used for Taran))

Round 10:

 * Prologue: (Featuring: Lilo Pelekai, Stitch, Mulan, Jim Hawkins, Dr. Doppler, Captain Amelia, Mr. Arrow, Mushu, Cri-Kee, Osmosis Jones, Drix, Jerry, the League of Extraordinary Gentlemice, Orville, Tom, Bernard, Bianca, Jaq, Gus, Fievel Mousekewitz, Mrs. Brisby, Basil, Dr. Dawson, Tiger, Toby (The Great Mouse Detective), Oliver, Cody, Scat Cat, Francis (Felidae), Louie (We're Back! A Dinosaur's Story), Cecilia, Rex's Dinosaur Gang, Dweeb, Woog, Elsa, Rex, Hit Cat, Peppo, Billy Boss, Bluebeard, Jaune-Tom, Colonel (D), Sergeant Tibbs, Robespierre, Queen Grimhilde, Ogthar, Captain Hook, Tzekel Kan, El Supremo, Messina, Rhoga, Thudd, Lord Maliss, Ogthar's Dinosaur Army (cameo appearance), Scowl, Batso, Napoleon (Animal Farm), Napoleon's Dogs, Squealer, Wilbur, Spirit, Cat R. Waul, Animal Farm's Animals, Animal Farm's Geese, Animal Farm's Cows, Animal Farm's Goat, Animal Farm's Pigs, Boxer, Benjamin (Animal Farm), Templeton, Patch of Heaven's Cows, Maggie, Mrs. Calloway, Grace, Charlotte, the Animal Farm's Sheep, and Tod)
 * Fly, Stella, Chuck, Hubie, and Rocko vs. Lawrence and Kronk (transformed into Pike and Hammerhead Shark) (Also Featuring: Yzma, Dr. Facilier, and Sasha (Help! I'm a Fish))
 * Escape from A.C.S. (Part 1) (Featuring: Cruella DeVille, Sykes, Horace Badun, Jasper Badun, Dr. Greed, Madam Medusa, Aunt Figg, Dr. J. "Sweetface" Applecheek, Sergeant Tibbs, Edgar, the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Jerry, Stray Catchers (Tom and Jerry: The Movie), Timothy Q. Mouse, Snitter, the 99 Puppies, Danny (Cats Don't Dance), Robespierre, Roscoe, Rowf, Oliver, Dodger, Rita, Francis (Oliver and Company), Tito, Einstein, Fievel Mousekewitz, Ferdinard, Jake, the Alley Cats, Scat Cat, Roquefort, Mrs. Brisby, Desoto, Tom, Charlie Barkin, Hit Cat, Billy Boss, Shun Gon, Peppo, Tramp, Jaq, Gus, Thomas O'Malley, Duchess, Duchess' kittens, Marie Toulouse, Berlioz, Mewsette, Stray Dogs (Tom and Jerry: The Movie), Bernard, Bianca, Francis (Felidae), and Pongo)
 * Pooh and friends vs. Rhoga and Thudd (Also Featuring: Rabbit, Piglet, Tigger, and Eeyore)
 * Escape from A.C.S. (Part 2) (Featuring: McLeach, Littlefoot, Littlefoot's Friends, Cera, Ducky, Petrie, Spike (The Land Before Time), Madam Medusa, Cruella DeVille, Aunt Figg, Clayton, Clayton's Men (cameo appearance), Lumpjaw, Ronno, Sabor, Sykes, Joanna, Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager, Rex, Rex's Dinosaur Gang, Woog, Elsa, Dweeb, and Cody)
 * Patch of Heaven vs. A.C.S. Sector C (Featuring: Amos Slade, Mr. Jones, Alameda Slim, the Animal Farm's Animals, the Animal Farm's Cows, Chief (The Fox and the Hound), Spirit, Patch of Heaven's Cows, Maggie, Mrs. Calloway, Grace, Steele, the Animal Farm's Goat, the Animal Farm's Sheep, the Animal Farm's Cows, Boxer, Snowball (Animal Farm), Tod, Wilbur, Jeffrey, Charlotte, Benjamin (Animal Farm), Junior, the Animal Farm's Horses, Animal Farm's Cows, Napoleon (Animal Farm), Patch of Heaven's Animals, Patch of Heaven's Hens, Patch of Heaven's Pigs, Ollie, Jeb, Larry (Home on the Range) and Patch of Heaven's Chicks)
 * Escape from A.C.S. (Part 3) (Featuring: Louie, Cecilia, Littlefoot, Littlefoot's Friends, Cera, Spike (The Land Before Time), Francis (Felidae), Rex, Rex's Dinosaur Gang, Woog, Elsa, Dweeb, the League of Extraordinary Gentlemice, Jaq, Gus, Sergeant Tibbs, Itchy, Snitter, Rowf, Oliver, Jaune-Tom, Robespierre, Madam Medusa, Fievel Mousekewitz, Roscoe, Desoto, Sykes, Dumbo, Cruella DeVille, Basil, Dr. Dawson, Aunt Figg, McLeach, Clayton, Rolly, the 99 Puppies, Tiger, Danny (Cats Don't Dance), Edgar, Dr. Greed, Timothy Q. Mouse, the Colonel (D), Jasper Badun, Tom, Horace Badun, Charlie Barkin, Perdita, Bernard, Bianca, Petrie, Ducky, Dodger, Rita, Francis (Oliver and Company), Fagin, Mr. Lickboot, Tito, Einstein, Jeremy, Duchess, Duchess' kittens, Toulouse, Berlioz, Thomas O'Malley, Marie, Tramp, Lady, Pongo, Stray Dogs (An American Tail), Stray Dogs (Oliver and Company), Orville, Brutus, Nero, and Dogfish)
 * Interlude (1): (Featuring: Sinbad, Sinbad's Crew, Kale, Freddie, Daffers, Scotty, Ariel, Marina (Sinbad; Legend of the Seven Seas), Tiana, Naveen, Baloo, Terk, Tantor, Tarzan, King Louie, Flunkey, the Bandar-log, Mowgli, Rafiki, Bagheera, Kerchak, Jane Porter, the Horned King, Maleficent, Diablo, Robin Hood, Peter Pan, Elinore, Joshua Sweet, Colin MacLeod, Dahlia, Milo Thatch, Julie, Germaine, Tod, Napoleon (Animal Farm), Napoleon's Dogs, Squealer, Cat R. Waul, Ratigan, One-Eye (An American Tail), Carface, Perdita, the 99 Puppies, Jaune-Tom, Mewsette, Pongo, Dodger, Oliver, Francis (Felidae), Rowf, Snitter, Danny (Cats Don't Dance), Bluebeard, Itchy, Tom, Jerry, Charlie Barkin, Thomas O'Malley, Duchess, Tramp, Sawyer, Aladdin, Abu, Moses, Captain Phoebus, Miguel, Tulio, Altivo, Quasimodo, Omar, Donald Duck, Goofy, Tzipporah, Tack, and Mickey Mouse)
 * Interlude (2): (Featuring: Frollo, Tyler, Lambert, Egyptian Civilians, Egyptian Troops, Moses, Tzipporah, Aladdin, Abu, Mickey Mouse, Donald Duck, Goofy, Pluto, Rameses, Rameses' Son, Hotep, Huy, Pete, Gaston, Sa'Luk, the Forty Thieves, Ratcliffe, Cortez, the Colonel, the Colonel's Horses, Simba, Timon, Pumbaa, Nala, Zazu, Pterano, Napoleon (Animal Farm), Squealer, Napoleon's Dogs (Animal Farm), Tod, Wilbur, Mrs. Calloway, Animal Farm's Cows, Benjamin (Animal Farm), Boxer, Maggie, Animal Farm's Pigs, Jafar, Maleficent, Diablo, Lady Tremaine, Frollo's Soldiers, Mok, Rasputin, Hades, Iago, Eris, and Zigzag)
 * Alice vs. Darla Dimple and Max (Also Featuring: the Cheshire Cat, the March Hare, the Mad Hatter, Moley, Ratty, Mr. Toad, and Ichabod Crane)
 * Battle of the Native Lands: (Featuring: Pocahontas, the Colonel, the Colonel's Soldiers, the Colonel's Horses, Chief Powhatan ,the Powhatan Tribe, the Powhatan Warriors, Ratcliffe, Ratcliffe's Colonists, Kocoum, Archive Footage of Avatar's Gun (used in the gunfight of the battle), Cortez, Spirit, Cortez's Warriors, Namontack, the Train Pull Foreman, Little Creek, Ben, Lon, John Smith, and Wiggins)
 * Aladdin's Crew (Featuring: Moses, Tzipporah, Aladdin, Omar's Friends, Dizzy, Stretch, Esmeralda, Quasimodo, Mickey Mouse, Djali, Odette, Hades, Eris, Omar, Miguel, Tulio, Zigzag, Pinocchio (D), Jiminy Cricket, Captain Phoebus, the Hydra (Hercules), Chel, Odette's Friends, Puffin, Jean-Bon, Speed, Abu, the Flying Carpet, Goofy, Donald Duck, Zigzag's Illusions, the Dragon (The Pagemaster), Tack, Pluto, Hades' Chariot, and Evil Sinbad (the latter serving as the secret alias of Eris))
 * Tarzan vs. Tyler and the Lizardmen Leader (Also Featuring: the Lizardmen, Lizardmen Warriors, Tyler's Scientists, Lambert, the Bandar-log, Jane Porter, and King Louie (Jungle Book))
 * Zeus vs. the Snow Queen and the Emperor of the Night (Also Featuring: Hades, Pain, Panic, Olympian Gods, Hermes, Hera, the Snow Queen's Reindeers, Ares, Apollo, Hephaestus, Athena, and Hades' Chariot)
 * Forces of Avatar and Taran vs. Madam Mim and the Bakshi Bunch (Also Featuring: Avatar, Taran, Frodo Baggins, Samwise Gamgee, Weehawk, Eilonwy, Avatar's Mounts, Blackwolf, Peter Pan, Tinker Bell, the Executioner Guard, Robin Hood, Nekron's Subhumans, Frinko, Blackwolf's Mutants, the Lost Boys, Elinore, Archive Footage of the Gypsies' breakout scene from The Hunchback of Notre-Dame (used for the breakout of the heroes), Little John, Maid Marian, Lady Kluck, Shorthair, Arthur (D), Nekron, Fflewddur Fflam, Archimedes (D), the Genie, Max, Fritz, and Saruman)
 * Epilogue: (Featuring: Mowgli, 26, Shanise, Darla Dimple, Mr. Toad, the March Hare, the Mad Hatter, Captain Hook, Lord Maliss, Pocahontas, Little Creek, John Smith, Spirit, Rain, Tod, Bambi, Kenai, Koda, Rutt, Tuke, Hazel, Hazel's Rabbits, Mickey Mouse, Alice, Odette, Ichabod Crane, Pinocchio (D), Tack, Ratty, Moley, Aladdin, Donald Duck, Goofy, Emperor Zurg, Zygon, Dr. Hamsterviel, Thrax, Gantu, the Iron Giant (shown in monitor), the Unicorn, Peter Pan, Robin Hood, Maid Marian, Kayley, Garrett, Arthur (D), the Beast, Belle, the Genie, Balto, Boris, Frodo Baggins, Samwise Gamgee, Avatar, Taran, Eilonwy, Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Eeyore, Littlefoot's Friends, Ducky, Spike (Land Before Time), Piglet, Petrie, Cera, Roo, Littlefoot, Tyler, the Lizardmen, Lizardmen Warriors, Jim Hawkins, Mulan, and Chernabog)

Round 11:

 * Prologue: (Featuring: Hades, the Snow Queen, Maleficent, Eris, the Emperor of the Night, Mok, Chernabog (shown in the Emperor of the Night's flash), Hexxus (shown in the Emperor of the Night's flash), Eris' Minions (cameo appearance), the Animal Cruelty Squad (shown in Eris' flash), Cruella DeVille (shown in Eris' flash), Jasper Badun (shown in Eris' flash), Horace Badun (shown in Eris' flash), McLeach (shown in Eris' flash), Maurice, Emperor Zurg, Thrax, Zygon, Gantu, Dr. Hamsterviel, the Drej Queen, John Silver, Joseph Korso, Preed, Warp Darkmatter/Agent Z, the League of Extraordinary Gentlemice, Bernard, Bianca, Roquefort, Fievel Mousekewitz, Basil, Mrs. Brisby, Olivia Flaversham, Timothy Q. Mouse, Dr. Dawson, Osmosis Jones, Jim Hawkins, Drix, Mulan, Mushu, Cri-Kee, Aladdin, Abu, the Flying Carpet, Omar, Moses, Esmeralda, Phoebus, and Mickey Mouse)
 * Mulan vs. Tyler (Also Featuring: Jim Hawkins, and Drix)
 * Attack on Planet Turo (Featuring: the Galactic Federation, the Galactic Federation's Armanda, the Grand Councilwoman, Leah Estrogen, Aviana, Commander Nebula, Thrax, Zygon, Hornets, Regular-Hornets, the Drej, Drej Soldiers, the Galactic Federation's Guards, Joseph Korso, Preed, John Silver, John Silver's Space Crew, Fayvoon, Verne, Aviana's Bodyguard, Grewnge, Longburne, Hands, Police Officers (Osmosis Jones), Star Command's Space Rangers, Drej Air Soldiers)
 * Intermission: (Featuring: Tyler's Scientistst, Dr. Schechter, the Coachman's Alliance, the Coachman, Sarousch, Honest John, Professor Screweyes, Stromboli, Puppetino, Hotep, Huy, Mommy Fortuna, Scalawag, Igor, the Animal Cruelty Squad, Madam Medusa, Dr. J. "Sweetface" Applecheek, Aunt Figg, Edgar, Clayton, Cruella DeVille, Mr. Lickboot, Alameda Slim, Dr. Greed, Archive Footage of Gregor Mendel's portrait picture (used for the backstory scene of Dr. Pretorius), Dr. Pretorius (shown in Cruella's flashback), Pretorius' Scientists (shown in Cruella's flashback), Claudandus (shown in Cruella's flashback), Archive Footage of the Lab Director's demise (used for the death scene of Dr. Pretorius), Archive Footage of Simba's Pawn (used for Claudandus attack against Dr. Pretorius), Archive Footage of Luke Valentine's Death (used for the death scene of Dr. Pretorius), Amos Slade, McLeach, Unknown Poacher (Plague Dogs) (shown in Amos Slade's flashback), Snitter (shown in Amos Slade's flashback), Dr. Greed's Henchmen, Platini, the Manager, Sykes, Moses, Rameses, Tyler, Rameses' son, Osmosis Jones, Stitch, Lilo Pelekai, Drix, Mulan, Jim Hawkins, Mushu, Cri-Kee, and Jim Hawkins)
 * The Unicorn vs. Odin (Also Featuring: King Haggard, Schmendrick, Molly Grue, Kayley, Garrett, Balto, Muk, Luk, Boris, the Crows (Atlantis: Milo's Return), Devon, Cornwall, Peter Pan, the Wolf (Atlantis: Milo's Return), Robin Hood, the Genie, Belle, the Beast, Avatar, Ymir, the Lost Boys, Archimedes (D), Taran, Lumiere, Cogsworth, and Jenna)
 * Maurice vs. the Red Bull (Also Featuring: King Haggard)
 * The League of Gentlemice vs. Cat R. Waul (Also Featuring: Ratigan, Ratigan's Thugs, Warren T. Rat, Basil, Timothy Q. Mouse, Roquefort, Fievel Mousekewitz, the Mott Street Maulers, Napoleon (Animal Farm), the Grand Duke of Owls, Jaq, Mrs. Brisby, Bernard, Bianca, Carface, Meowrice, Dr. Dawson, Meowrice's Business Associates, Jenner, Dumbo, Jake, the Mouse King, Hunch, Gus, the Mouse King's Mice, Olivia Flaversham, Frenchy, Felonius, T. R. Chula, Jan Mouse, Owl Minions, and Fidget)
 * Intermission (1): (the Animal Cruelty Squad, Mr. Jones, Jones' Buddies, Madam Medusa, the Colonel, the Colonel's Horses, the Colonel Soldiers, Alameda Slim, Amos Slade, Clayton, McLeach, Edgar, Aunt Figg, Ratcliffe, Cruella DeVille, Sykes, Dr. Greed, Joanna, Eris, Horace Badun, Jasper Badun, Schmendrick, Molly Grue, the Unicorn, Balto, the Genie, Devon, Cornwall, Frodo Baggins, Belle, Peter Pan, Avatar, Arthur (D), the Beast, Garrett, Eilonwy, Taran, Archimedes, Kayley, Robin Hood, Ayden, Archive Footage of an Egyptian Civilian's child's death (used for the death scene of Rameses' son), Rameses' son, Tyler, Tyler's Scientists, Mulan, Jim Hawkins, Stitch, Lilo Pelekai, Osmosis Jones, John Silver, Mushu, Chinese Citizens (shown in Mulan's flashback), Fa Zhou (shown in Mulan's flashback), Fa Li (shown in Mulan's flashback), Lambert (shown in Mulan's flashback), Archive Footage of Avatar's Gun (used for the mass genocide of Tyler, during Mulan's flashback), Archive Footage of the Destroyed Village (used for the mass genocide of Tyler, during Mulan's flashback), Morph, Cri-Kee, Archive Footage of Belle and Prince Adam's kiss (used for the kiss scene of Jim Hawkins and Mulan), Scroop, and Preed)
 * Intermission (2): (Rameses, Rameses' son, Frollo, Moses, John Silver, Morph, Tyler, Tyler's Scientists, Lambert, Queen Grimhilde, Lord Maliss, Captain Hook, El Supremo, Messina, Tzekel Kan, Wilbur, Edmond, Edmond's Friends, Patou, Peepers, Maggie, Charlotte, Snipes, Grace, Mrs. Calloway, Kaa, Littlefoot, Littlefoot's Friends, Ducky, Petrie, Spike (Land Before Time), Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, Eeyore, Grandmother Willow, Cera, Simba (shown in Granmother Willow's view), Nala (shown in Granmother Willow's view), Timon (shown in Granmother Willow's view), Pumbaa (shown in Granmother Willow's view), Tarzan (shown in Granmother Willow's view), Bambi (shown in Granmother Willow's view), Ariel (shown in Granmother Willow's view), Hexxus' Tree, the Leverer Machine (used for the release of Hexxus from the Animal Cruelty Squad's Members), McLeach, Joanna, Amos Slade, Alameda Slim, Edgar, Madam Medusa, Hexxus, and Cruella DeVille)
 * Simba vs. Pterano (Also Featuring: Zazu, Timon, and Pumbaa)
 * Snow White (ND) and the Seven Dwarves vs. Humbert and Prince Froglip (Also Featuring: Queen Grimhilde, Lord Maliss, the Seven Dwarfelles, Stanley, Froglip's Goblins, Gorbash/Peter Dickison, Smrgol, Gurgi, the Goblin King, and the Forest Animals, Archive Footage of Khan (Mulan) (used in the escape scene of Humbert))
 * Richard Tyler and friends vs. Captain Hook (Also Featuring: Captain Hook's Pirates, Mr. Smee, Adventure, Bill Jukes, Turk, Wibbles, Starkey, Archive Footage of Long John Silver's Piraters (The Pagemaster) (used for the fight, between Richard Tyler and the Pirate Crew of Captain Hook), Horror, and Fantasy)
 * Kuzco and Pacha vs. Lord Maliss (Also Featuring: Scowl, Batso, the Wolves, and Dragon Maliss)
 * Nemo's Crew vs. the Witches of Morva (Featuring: Nemo, Princess Camilie, Professor Genius, Flip, Teegra, Larn, Derek, Derek's Horse, Curdie, Irene, Ordu, Orwen, Orgoch, Darkwolf, Archive Footage of the Frogs (used for the brief transformation scene of Professor Genius), Turnip, Icarus, the Boomps, Oompa, and Denahi)
 * Attack of the Blue Meanies (Featuring: Tzekel Kan, Chief of the Blue Meanies, Max (Yellow Submarine), Common Blue Meanies, Apple Bonkers, Butterfly Stompers, Hidden-Persuader Men, El Supremo, Messina, Winnie the Pooh, Pooh's Friends, Tigger, Eeyore, Piglet, Panchito Pistoles, José Carioca, Bongo, Brer Rabbit, Pecos Bill, Widowmaker, Peter (Make Mine Music), the Hunters (Make Mine Music), Misha, Yasha, Vladimir (Make Mine Music), Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, the Bears, Sasha (Make Mine Music), Sonia, Ivan, Snapping-Turtle Turks, Four-Headed Dog, Countdown Clowns, Rabbit, Jack-the-Nippers, the Dreadful Flying Glove, and the Aracuan Bird)
 * Intermission: (Featuring: Scar, Strut, Dil, Kaa, General Woundwort, Vervain, Drake, Niju, Shere Khan, Zira, Claudandus, Pterano, Rinkus, Archive Footage of Gregor Mender's portrait picture, Dr. Pretorius (shown in Claudandus' flashback), Pretorius' Scientists (shown in Claudandus' flashback), and Ichy)
 * Epilogue: (Featuring: Joe the Fish, the Shark (Help! I'm a Fish), Flotsam, Jetsam, Pacha, Kuzco, Hercules, Megara, Philoctetes, Napoleon (Animal Farm), Squealer, Red/Disguised Red, Cat R. Waul, Carface, Chernabog's Legion of Darkness, Chernabog, the Emperor of the Night, the Nightmare King, B.L. Zebub, Belladonna, Meowrice, Mr. Grasping, Toplofty, O' Bloat, Madame Mousey, Brer Bear, Brer Fox, Berkeley Beetle, the Grundel Toad, Peter Pan, Crysta, Zak Young, Batty Koda, Prince Cornelius, Li'l Bee, Gnatty, Baby Bug, Thumbelina, Tinker Bell, Tyler, John Silver, Preed, Scroop, Jim Hawkins (shown in Zurg's monitor), Mulan (shown in Zurg's monitor), Frollo, Rameses, Hexxus, Alameda Slim, Edgar, Clayton, Amos Slade, Madam Medusa, Cruella DeVille, McLeach, and Eris)

Round 12:

 * Prologue: (Featuring: the Horned King, Dr. Facilier, Ruber, Prince Froglip, Rothbart, Prince John, Blackwolf, Nekron, Queen Juliana (Fire and Ice), Sergeant Quartermaine, the Coachman, Tyler, Mommy Fortuna, Honest John, Gideon, Scalawag, Igor, Professor Screweyes, Sarousch, Nemo, Icarus, Derek, Teegra, Princess Camille, Professor Genius, Curdie, Irene, Turnip, Darkwolf, Larn, Flip, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Kayley, Balto, Avatar, Avatar's Mounts, Garrett, the Beast, Robin Hood, the Genie, Frodo Baggins, Taran, Ayden, Mickey Mouse, Aladdin, Moses, Esmeralda, Juliana (Quest for Camelot), Ratty, Moley, Tack, Donald Duck, Miguel, Tzipporah, Odette/Swan Lake, Alice, Quasimodo, Phoebus, Stretch, Tulio, Chel, Omar, Goofy, Odette's Friends, Jean-Bob, Speed, Pinocchio (D), the Coachman, Stupid Little Boys, the Coachman's Victims, and Jiminy Cricket)
 * Clara and Pinocchio (ND) vs. Honest John and Gideon (Also Featuring: Gee Willikers, and Pavlova)
 * Pinocchio (D) vs. Scalawag and Igor (Also Featuring: Jiminy Cricket)
 * Avatar and Peter Pan vs. Dr. Facilier and Ruber (Also Featuring: Prince Cornelius, Sean's Fairies, Tinker Bell, Sean, Zak Young, Thumbelina, Crysta, Elinore, Weehawk, Friends on the Other Side, Peace, Avatar's Mounts, the Backson, Batty Koda, Facilier's Shadow, Merlin, and Shadow Demons)
 * Cody and Marahute vs. Mommy Fortuna (Also Featuring: Ruhk and Mommy Fortuna's Crow, Archive Footage of McLeach's Traps (used for the capture scene of the Marahute))
 * Pocahontas' Crew vs. Nekron's Subhumans (Featuring: Pocahontas, Little Creek, John Smith, Spirit, Treeman, Mertock (Fire and Ice), and Sergeant Quartermaine)
 * "The Parents" vs. Tyler (Featuring: Nani Pelekai, David Kawena, Annie Hughes, Dean McCoppin, Sarah Hawkins, Frollo's Soldiers, Baker (The Hunchback of Notre-Dame), and Tyler's Scientists)
 * Larn, Darkwolf, and Derek vs. Denahi (Also Featuring: Teegra, and Derek)
 * The Horror Circus (Featuring: Stromboli, John Darling, Michael Darling, Wendy Darling, Pinocchio (D), Robyn Starling, Puppetino, Forte, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Professor Screweyes, the Lost Boys, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Hotep, Huy, Forte's Illusions, Pink Elephants, Sarousch, Heffalumps, Woozles, Lampwick, Hotep and Huy's Illusions, Jiminy Cricket, Scary Trees, Demons (We're Back! A Dinosaur's Story))
 * Interlude (1): (Featuring: Nekron, Pocahontas, Queen Juliana (Fire and Ice), Denahi, Larn, Teegra, Derek, Darkwolf, Nekron's Glaciers (shown in Denahi's flahback), Archive Footage of Larn's Tribe (used as part of Denahi's Tribe), Nekron's Subhumans (shown in Denahi's flashback), Clubwielder (show in Denahi's flashback), Treeman (shown in Denahi's flashback), Darkwolf's Horse (shown in flashback), the Coachman, Mommy Fortuna, Fortuna's Crow, Cody, the Marahute, Robyn Starling, Jenny Foxworth, Penny, Puppetino, the Lost Boys, Anne-Marie, Rosy (Balto), Stromboli, Sarousch, Professor Screweyes, Dr. Schechter, Tyler, Kerrie, Sarah Hawkins, Scalawag, Igor, Hazel, Hazel's Rabbits, Fiver, Dandelion, Big Wig, Silver, Pipkin, Blackberry, Bambi, Kenai, Koda, Tod, Captain Holly, Rutt, Tuke, Ratcliffe's Colonists (shown in Captain Holly's vision), Ratcliffe (shown in Captain Holly's vision), Thomas (shown in Captain Holly's vision), Ben (shown in Captain Holly's vision), Percy (shown in Captain Holly's vision), Scar (shown in Captain Holly's vision), Shenzi (shown in Captain Holly's vision), Banzai (shown in Captain Holly's vision), Ed (shown in Captain Holly's vision), Taran, Archive Footage of the Black Caudron's green mold, Archive Footage of Dr. Strange: The Sorcerer Supreme (used for the corruption scene of Taran))
 * Interlude (2): (Featuring: the Horned King, Captain Hook, Queen Grimhilde, Tzekel Kan, El Supremo, El Supremo's Military, Scowl, Batso, the Dog (The Black Cauldron), Lord Maliss, Rowf, Snitter, Pongo, Bluebeard, Danny (Cats Don't Dance), Jaune-Tom, Robespierre, Francis (Felidae), Tom, Jerry, Tramp, Oliver, Marie, Einstein, Charlie Barkin, Itchy, Dodger, Perdita, the 99 Puppies, the Alley Cats, Hit Cat, Peppo, Lady, Duchess, Mewsette, Sawyer, Thomas O'Malley, Rita, Tito, Francis (Oliver and Company), Sinbad, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Louis, Ray, Tiana, Freddie, Daffers, Scotty, Ariel, Naveen, Professor MacKrill, Captain Neweyes, Ludwig Von Drake, Marina (Sinbad: Legend of the Seven Seas), Flounder, and Sebastian)
 * Thomas O'Malley vs. Kong and the Hermann Brothers (Also Featuring: Francis (Felidae), Bluebeard, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Jaune-Tom, Robespierre, Tom, Jerry, and Mewsette)
 * The Cows and the Fearless Four vs. Dr. Greed and Alameda Slim's Crew (Also Featuring: Ratcliffe, Alameda Slim, Dr. Greed, the Willie Brothers, Phil Willie, Gil Willie, Bill Willie, Dr. Greed's Henchmen, Platini, Rico, the Manager, Junior, Maggie, Grace, Mrs. Calloway, Edmond, Edmond's Friends, Patou, Peepers, Snipes, Buster, Fred, Gwendolyn, Tortellini, Chanticleer, Unknown Corporate Manager (The Fearless Four), and Powertool, Archive Footage of Leviathan's pressumed destrution (used for the destruction scene of Powertool))
 * Sinbad, Marina and Freddie vs. Marina Del Ray (in the form of Evil Aladdin) (Also Featuring: Ursula, Morgana, Undertow (cameo appearance), Eris, Daffers, Scotty, Rat, Luca, Jin, Li, Spike (Sinbad: Legend of the Seven Seas) and Kale)
 * Ariel vs. Joe the Fish (Also Featuring: Joe's Fish Army, the Shark (Help! I'm a Fish), Flounder, Sebastian, and Crab General)
 * Rowf and Snitter vs. Amos Slade (Also Featuring: Copper, and Chief)
 * Prince Eric vs. Eris and the Liopleurodon (Also Featuring: Eris' Minions (cameo appearance), Grimsby, Eric's Crew, and Messina)
 * The R.L.S. Legacy vs. Zurg's forces (Featuring: Manta Birds (Treasure Planet), Captain Amelia, Buzz Lightyear, Booster, BEN, Cale Tucker, Orin, Dr. Jumbaa, Hogarth Hughes, the Hornets, Regular-Hornets, Zygon's Droids, XR, Thrax, Akima Kunimoto, Pleakley, Zygon, Stith, Gune, Dr. Doppler, Jim Hawkins, Morph, Dagg Dibrimi, Silica, Emperor Zurg (show only in Warp Darkmatter's monitor), Warp Darkmatter/Agent Z, the Iron Giant, Mira Nova, Scroop, Preed, Joseph Korso, Odin (Heavy Metal 2000), Zeek, and "Holy Landers")
 * Interlude (3): (Featuring: Pinocchio, Jim Hawkins, Odette, Alice, Miguel, Esmeralda, Djali, Mickey Mouse, Tack, Ratty, Moley, Quasimodo, Aladdin, Queen Grimhilde, Lord Maliss, Captain Hook, Ogthar, Rhoga, Thudd, Tzekel Kan, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), Deinonychus, El Supremo, Messina, Utahraptors, and Mr. Smee)
 * Interlude (4): (Featuring: Kenai, Tod, Bambi, Koda, Hazel, Hazel's Rabbits, Fiver, Big Wig, Mama Odie, Carolinus, Mother Nature, Rutt, Tuke, Silver, Dandelion, Hexxus (shown in Carolinus' vision), the Firebird (shown in Carolinus' vision), the Spring Sprite (shown in Mother Nature's vision), the Elk (shown in Mother Nature's vision), Blackberry, Pipkin, Fievel Mousekewitz, Mrs. Brisby, Jeremy, Tony Toponi, Tiger (An American Tail), Jim Hawkins, Morph, Osmosis Jones, Zeek, Mulan, Lilo Pelekai, Stitch, Drix, Odin (Heavy Metal 2000), Mushu, Cri-Kee, Garrett, Kayley, Balto, Nemo, Icarus, Princess Camille, Professor Genius, Princess Irene, Curdie, Devon, Cornwall, Aragorn, Jenna, Ayden, Turnip, Aladdin, Quasimodo, Moses, Aladdin, Tack, Miriam, the Hebrews, Miguel, Tulio, Mickey Mouse, Donald Duck, Goofy, Tzipporah, Aaron, Frollo, Rameses, Gaston, Pete, Sa'Luk, Tyler, El Supremo, Messina, Captain Hook, Tzekel Kan, Ogthar, Dil, Mr. Smee, Scar, Shere Khan, Zira, Queen Grimhilde, Pterano, Winnie the Pooh, Pooh's Friends, Tigger, Piglet, Rabbit, Eeyore, Littlefoot, Littlefoot's Friends, Spike (Land Before Time), Ducky, Roo, Cera, Petrie, Velociraptors (Land Before Time), Deinonychus, Utahraptors, and Zazu)
 * Garrett and Nemo's Crew vs. the Horned King (Featuring: Garrett, Kayley, Ayden, Nemo, Balto, Princess Irene, Aragorn, the Horned King, Creeper, the Horned King's Barbarian Guards, Flip, Boris, Muk, Luk, Curdie, Princess Camille, the Headless Horseman, the Headless Horseman's Horse, Turnip, Devon, Cornwall, Professor Genius, and Icarus)
 * RAPTOR RUMBLE: (Featuring: Simba, Zazu, Timon, Pumbaa, Velociraptors (Land Before Time), Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Piglet, Eeyore, Deinonychus, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, and Utahraptors)
 * Fievel, Tony and Mrs. Brisby vs. Lucifer and Iago (Also Featuring: Jeremy, Archive Footage of the Hawk (used for both Iago and Jeremy), the Scorpion (An American Tail), Tiger (An American Tail), Lady Tremaine, and Jafar)
 * Dodger and Tramp vs. Carface (Also Featuring: Cat R. Waul, the Grand Duke of Owls, Killer, Rita, Tito, Einstein, Francis (Oliver and Company), Oliver, Lady, and Carface's Dog)
 * Forces of Aladdin and Moses vs. Forces of Frollo and Rameses (Featuring: Aladdin, Abu, Mickey Mouse, Moses, Miriam, Rameses, Rameses' Chariot, Ichabod Crane, Odette's Friends, Puffin, Jean-Bob, Speed, Ratty, Moley, Miguel, Frollo, Frollo's Soldiers, Brutish Guard, Oafish Guard, Altivo, Archive Footage of Achilles (used for Altivo's attacks), Tulio, Pete, Pete's Weasels, Alice, Omar, Tack, Pinocchio (D), Gaston, Odette, the Flying Carpet, Quasimodo, Phoebus, Esmeralda, Tyler, Juliana (Quest for Camelot), Goofy, Jiminy Cricket, Pluto, Lizardmen, Lizardmen Warriors, Donald Duck, Ichabod's Horse, Sa'Luk, Tzipporah, Omar's Friends, Dizzy, Egyptian Troops, the Hebrews, Clopin, Archive Footage of Snowball (The Hunchback of Notre-Dame) (used for the escape scene of Phoebus), Djali, and Stretch)
 * Epilogue: (Featuring: Simba, Winnie the Pooh, Timon, Ducky, Littlefoot, Littlefoot's Friends, Petrie, Pterano, Pooh's Friends, Rabbit, Tigger, Eeyore, Piglet, Spike (Land Before Time), Cera, Bambi, Kenai, Koda, Tod, Hazel, Hazel's Rabbits, Fiver, Dandelion, Silver, Pipkin, Blackberry, the Elk, Frollo, Pete, Gaston, LeFou, Rameses, Tyler, Buck, Maggie, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Chanticleer, Grace, Edmond, Lucky Jack, Mrs. Calloway, Taran, Eilonwy, the Beast, Belle, the Unicorn/Lady Amalthea, Robin Hood, Fflewddur Fflam, Frodo Baggins, Copper, Amos Slade, Steele, Alameda Slim, Mr. Winkie, Mr. Wesley, the Willie Brothers, Phil Willie, Gill Wille, Bill Willie, Dr. Greed, Buzz Lightyear, Captain Amelia, Dr. Doppler, Cale Tucker, Akima Kunimoto, the Iron Giant, Hogarth Hughes, Dimitri, Vladimir, Pooka, BEN, Colin MacLeod, Julie, Milo Thatch, Audrey Ramirez, Vinni Santorini, Gaetan "Mole" Moliére, Jebidiah "Cookie" Farnsworth, Wilhelmina Packard, Dagg Dibrimi, Emperor Zurg, Marcus Octavius, Dr. Hamsterviel, Kyala, Cat R. Waul, Claudandus, Meowrice, Wilbur, Napoleon (Animal Farm), Tarzan, Jane Porter, the Gorillas, Richard Tyler, Richard Tyler's Friends, Fantasy, Kex Bradley, Adventure, Mowgli, 26, 26's Friends, Mara, Ariel, Hubie, Fly, Flounder, Sebastian, Rocko, Chuck, Stella, Aladdin, Mulan, Mickey Mouse, Jim Hawkins, Osmosis Jones, Odette, Lilo Pelekai, Stitch, the Flying Carpet, Moses, Odin (Heavy Metal 2000), Chernabog, Hexxus, the Firebird, Big Wig, and the Spring Sprite)

Round 13:

 * Prologue: (Featuring: Moses, Mickey Mouse, Mulan, Aladdin, Jim Hawkins, Quasimodo, Pluto, Clopin, John Silver, Dizzy, Odette, Osmosis Jones, Abu, Lilo Pelekai, Stitch, Odin (Heavy Metal 2000), Gee Willikers, Lt. Grumblebee, Gorbash/Peter Dickison, Smrgol, Snow White, Sir Orin Neville Smythe, Danielle, Gurgi, Aragh, Giles, the Seven Dwarfs, Stanley, Thunderella, Smythe's Horse, Jafar, Iago, Hades, Pain, Panic, Rameses, and Tyler (shown in Rameses' thoughts))
 * Sir Peter and Stanley vs. Willie the Giant (Also Featuring: Smrgol, Sir Orin Neville Smythe, Smythe's Horse, the Seven Dwarfs, Pain, Panic, the Seven Dwarfelles, Thunderella, Snow White (Happily Ever After), Gurgi, Aragh, Stanley's Magical Flower, Danielle, Giles, Hades, and Jafar)
 * Hercules vs. Eris (Also Featuring: Kuzco, Philoctetes, Pacha, Megara, and Pegasus)
 * Escape from Patch of Heaven (Featuring: Mrs. Brisby, Justin, Fievel Mousekewitz, Mr. Ages, Jack-in-the-Box, Basil, Dr. Dawson, Fidget, Bernard, Bianca, Jaq, Gus, Brer Fox, Roquefort, Hans/the Nutcracker Prince, Figaro, Berkeley Beetle, Olivia Flaversham, Dumbo, Timothy Q. Mouse, the Grand Duke of Owls, the Grundel Toad, Tony Toponi, Jake, Hunch, Brer Bear, Tiger (An American Tail), Sparky, and Orville)
 * Intermission: (Featuring: Jim Hawkins, Mulan, Cri-Kee, Odin (Heavy Metal 2000), Mushu, Khan (Mulan), Morph, the League of Extraordinary Gentlemice, Orville, Fievel Mousekewitz, Tiger, Dr. Dawson, Basil, Hans/the Nutcracker Prince, Gus, Tony Toponi, Dumbo, Timothy Q. Mouse, Mr. Ages, Bernard, Bianca, Mrs. Brisby, Olivia Flaversham, Jaq, Gee Willikers, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Pavlova, Lt. Grumblebee, Tyler, Tyler's Scientists, Lambert, Rameses, Lilo Pelekai, and Stitch)
 * Rex vs. Sarousch (Also Featuring: Louie (We're Back! A Dinosaur's Story), Cecilia, Sarousch, Happy Jester, Sad Jester, the Crows (We're Back! A Dinosaur's Story), Rex's Dinosaur Gang, Dweeb, Elsa, and Woog)
 * Interlude (1): (Featuring: the Wise Faction, Merlin, Grandmother Willow, Mama Odie, Juju, Mother Nature, Rafiki, Carolinus, the Great Owl, Nicodemus, Magi Lune, the Pagemaster, Great Great Grandmother Irene, the Blue Fairy, the Good Fairy, Gandalf, Tyler, Lizardmen, Lambert, Frollo, Frollo's Soldiers, Ratcliffe, George Armstrong Custer, Cortez, Archive Footage of Luke Valentine's death (used for the death scene of Cortez), Pete, Gaston, Tyler's Scientists, Ogthar, Rhoga, Thudd, Captain Hook, Mr. Smee, Zira, Nuka, Ursula, Joe, Clara, Gee Willikers, Pinocchio (Pinocchio and the Emperor of the Night), Lt. Grumblebee, Dr. Schechter, Scalawag, and Igor)
 * Emotional Cutscene: (Featuring: Phoebus, Osmosis Jones, Pinocchio (D), Jim Hawkins, Moses, the Hebrews, Goofy, Odette, Rameses, Jiminy Cricket, Odette's Friends, Puffin, Jean-Bob, Speed, Ichabod Crane, Aladdin, Miguel, Ratty, Moley, Quasimodo, Mulan, Lilo Pelekai, Odin (Heavy Metal 2000), Abu, the Flying Carpet, Tack, Juliana (Quest for Camelot), Omar, Donald Duck, Mushu, Tzipporah, John Silver, Morph, Mickey Mouse, Alice, and Stitch)
 * Interlude (2): (Featuring: Queen Grimhilde's Alliance, Queen Grimhilde, Scar's Alliance, Banzai, Shenzi, Ed, Kaa, Drake, Shere Khan, Scar, Nobi (cameo appearance), the Animal Cruelty Squad, Roscoe, Desoto, McLeach, Aunt Figg, Sykes, Edgar, Clayton, Dr. Greed, Dr. Greed's Henchmen, the Manager, Platini, Alameda Slim, Cruella DeVille, General Woundwort, Vervain, Amos Slade, Mr. Jones, Lord Maliss, Mr. Lickboot, Dil, Ichy, Brutus, Nero, Eris, Jasper Badun, Horace Badun, Madam Medusa, Ursula, Morgana, Marina Del Ray, Joe, Captain Hook, Messina, El Supremo, Tzekel Kan, Ogthar, Sierra, Zira, Rhoga, Thudd, Mr. Smee, Nuka, Simba, Bambi, Pterano, Littlefoot, Littlefoot's Friends, Spike (Land Before Time), Cera, Ducky, Petrie, Timon, Big Wig, Koda, Pooh's Friends, Tigger, Eeyore, Kehaar, Zazu, Hazel, Hazel's Rabbits, Pipkin, Dandelion, Kenai, Roo, Tod (The Fox and the Hound), Pumbaa, the Spring Sprite, Winnie the Pooh, Nala, Ariel, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Rat, Jin, Li, Jed, Kale, Freddie, Sebastian, Tiana, Sinbad, Louis, Fly, Naveen, Marina (Sinbad: Legend of the Seven Seas), Rocko, Hubie, Rowf, Snitter, Lady, Pongo, Perdita, Francis (Felidae), Danny (Cats Don't Dance), Charlie Barkin, Jaune-Tom, Tramp, Oliver, Faline, Vixey, Tom, Jerry, Thomas O'Malley, the Tod (Plague Dogs), Sawyer, Magi Lune, Robespierre, Duchess' kittens, Marie, Berlioz, Rita, Dodger, Francis (Oliver and Company), Einstein, Lilo Pelekai, Stitch, Cobra Bubbles, Spirit, Rain, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Little Creek, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Buck, Edmond, Edmond's Friends, Patou, Snipes, Princess Jasmine, Angel, Princess Yum-Yum, Anastasia Romanov, Cindy, Mok, and Mok's Supercomputer)
 * “BATTLE AGAINST GRIMHILDE’S FORCES”
 * Part 1: The Attack/Predator Pursuit (Featuring Ariel, Flounder, Sebastian, Tarzan, Bagheera, Mowgli, Tiana, Naveen, Rocko, Kerchack, the Gorillas, Fly, Stella, Chuck, Sasha (Help! I'm a Fish), Baloo, Kala, Jane Porter, Sinbad, Marina (Sinbad: Legend of the Seven Seas), Rat, Freddie, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, Ray, 26, 26'S Friends, Kex Bradley, Mara, Hubie, Spazz, Louis, King Louie (Jungle Book), Professor Archimedes Porter, Daffers, Scotty, Tantor, Terk, Clayton's Men, El Supremo, Lord Maliss, Queen Grimhilde, Captain Hook's Pirates, Turk, Starkey, Mullins, Black Murphy, Bill Jukes, Captain Hook, Mr. Smee, McLeach, Tzekel Kan, Ogthar, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), Velociraptors (Legend of Tarzan), Joanna, Snipes (Tarzan), Sabor, and Lumpjaw)
 * Part 2: Under the Sea (Featuring: Ariel, Flounder, Hubie, Rocko, Chuck, Stella, Ursula, Flotsam, Jetsam, Fly, Sasha (Help! I'm a Fish), Marina Del Ray, Electric Eels, Joe, the Shark (Help! I'm a Fish), Sebastian, Crab General, Crab Soldiers, and Glut)
 * Part 3: Simba’s Crew vs. Scar’s Crew (Featuring: Roo, Pterano, Tod (The Fox and the Hound), the Spring Sprite, Littlefoot, Littlefoot's Friends, Cera, Petrie, Spike (Land Before Time), Ducky, Hazel, Hazel's Rabbits, Big Wig, Dandelion, Simba, Blackberry, Bambi, Kenai, Zira's Lions, Shere Khan, Pooh's Friends, Tigger, Winnie the Pooh, Piglet, Drake, Niju, Ozzy, Strut, Timon, Pumbaa, Sierra, General Woundwort, Vervain, Woundwort's Rabbits, Rabbit, Kaa, Scar, Shenzi, Banzai, Ed, Zira, Nuka, Vitani, Rutt, Tuke, Nuk, Yak, Sumak, Archive Footage of the Black Forest Wolves (used for Niju's attacks), Koda, Rabbit, Nala, Pipkin, Silver, Fiver, Rinkus, Eeyore, the Bandar-log, Archive Footage of King Larry (the latter, used for King Louie in his clever designs), King Louie, Sarabi and the Lionesses)
 * Stitch vs. Tyler (Also Featuring: Ice-Cream Man, Lilo Pelekai, Archive Footage of Luke Valentine's death (used for the fake death of Tyler), Tyler's Scientists (cameo appearance), and Lambert (cameo appearance))
 * Part 4: Sinbad’s and Tarzan’s Crew vs. The Queen’s Forces (Also Featuring: Sinbad, Tiana, Naveen, Mowgli, Lord Maliss, Captain Hook, Tzekel Kan, Morgana, Messina, Bagheera, Baloo, Marina (Sinbad: Legend of the Seven Seas), El Supremo, El Supremo's Military, Tarzan, 26, 26's Friends, Kex Bradley, Mara, Spazz, Jane Porter, Professor Archimedes Porter, Tantor, Dil, Ichy, Ariel, Captain Hook's Pirates, Mr. Smee, Wibbles, Starkey, Bill Jukes, Turk, Black Murphy, Sinbad's Crew, Kale, Luca, Jin, Li, Scotty, Kerchak, Daffers, Freddie, and Louis)
 * Part 5: The Dogs and Cats vs. the ACS (Featuring: Pongo, Perdita, Charlie Barkin, Francis (Felidae), Bluebeard, Dodger, Oliver, Jaune-Tom, Robespierre, Archive Footage of Alameda Slim's Gun (used in the introduction of the Animal Cruelty Squad), Toulouse, Tito, Sykes, Tom, Jerry, Danny (Cats Don't Dance), Faline, Madam Medusa, Itchy, Duchess, Thomas O'Malley, Rowf, Snitter, Alameda Slim, Vixey, Mr. Jones, Mewsette, Tramp, Cruella DeVille, Horace Badun, Jasper Badun, Aunt Figg, Amos Slade, the Alley Cats, Hit Cat, Peppo, Fagin, Steele, Roscoe, Desoto, Edgar, Sawyer, Duchess' kittens, Marie, Berlioz, the Tod (Plague Dogs), Mr. Snoops, the Willie Brothers, Phil Willie, Bill Willie, Ferdinard, the 99 Puppies, Lady, Pipkin, Bambi, Tod (The Fox and the Hound), Simba, Winnie the Pooh, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), and Petrie)
 * Spirit and the Cows vs. Ratcliffe and the Colonel (Also Featuring: Ratcliffe's Colonists, Edmond, Edmond's Friends, Patou, Buck, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Sergeant Adams, the Colonel's Soldiers, Ben, Percy, Maggie, Grace, Mrs. Calloway, Thomas, Little Creek, Rain, Peepers, Chanticleer, Snipes, and Lon)
 * Part 6: IT’S A TRAP!!!/Unexpected Surprise (Featuring: Mowgli, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, 26, 26's Friends, Kex Bradley, Mara, Spazz, Ray, Louis, Terk, Tantor, Ichy, Dil, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), McLeach, Ariel, Captain Hook, Joe, Ursula, Flotsam, Jetsam, Hubie, Rocko, Bagheera, Tzekel Kan, El Supremo, Messina, Clayton, Lord Maliss, Ogthar, Sebastian, Flounder, Fly, Stella, Chuck, Morgana, Marina Del Ray, Sabor, Lumpjaw, Queen Grimhilde, Baloo, Tiana, Naveen, Simba, Littlefoot, Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Kenai, Pongo, Perdita, Hazel, Hazel's Rabbits, Fiver, Silver, Dandelion, Big Wig, Pipkin, Blackberry, Captain Holly, Kehaar, the Spring Sprite, Jaune-Tom, Robespierre, Mewsette, Danny (Cats Don't Dance), the 99 Puppies, King Louie, Tom, Tod (The Fox and the Hound), Hubie, Scar, Cruella DeVille, Francis (Felidae), Aunt Figg, Steele, Oliver, Piglet, Eeyore, General Woundwort, Littlefoot's Friends, Cera, Madam Medusa, Brutus, Nero, Amos Slade, Rhoga, Thudd, Spike (Land Before Time), Zira, Fagin, Timon, Pumbaa, Tyler, the Gorillas, Dodger, Tito, Archive Footage of Ratcliffe's Concealed Gun (used as a secret weapon of Tyler), Nala, Archive Footage of Avatar's Gun (used as Tyler's weapon against Simba, and later destroying a ruined temple), Bambi, Charlie Barkin, Rita, Einstein, Turk (Peter Pan), Rutt, Tuke, Snitter, Itchy, Koda, Lady, Pterano, and Petrie)
 * Interlude (3): (Featuring: Spirit, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, the Fearless Four, Buster, Fred, Gwendolyn, Rain, Chanticleer, Buck, Lucky Jack, Ratcliffe, Little Creek, the Colonel, Tortellini, Kehaar, Simba, Rocko, Hubie, Ariel, Littlefoot, Littlefoot's Friends, Petrie, Fiver, Rabbit, Perdita, the Tod (Plague Dogs), Dandelion, Bambi, Faline, Pterano, 26, 26's Friends, Kex Bradley, Mara, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, the Lionesses, Mowgli, Tiana, Naveen, Charlie Barkin, Itchy, Kenai, Koda, Francis (Felidae), Tom, the Spring Sprite, Moses, Aladdin, Mickey Mouse, Mulan, Merlin, Osmosis Jones, Jim Hawkins, Morph, Goofy, Omar, Chernabog (shown in Merlin's magic vision), Abu, Drix, Donald Duck, Pluto, Mickey Mouse's Horse, Khan (Mulan), Maleficent, Maleficent's Goons, Hades, Jafar, the Schlepper Brothers, Toad, Sleazy, Zip, and Mok)
 * Interlude (3.5): (Featuring: Mulan, Jim Hawkins, Osmosis Jones, Drix, Gaston, LeFou, Jafar, Iago, Thrax, Aladdin, Mickey Mouse, Omar, Goofy, Donald Duck, Pluto, Cindy, Princess Jasmine, Anastasia Romanov, Angel, Princess Yum-Yum, Club 666's Crowd, Omar's Friends, Stretch, Dizzy, the Bad Guys (Mickey Mouse Works), Holli Would, Gaston's Buddies, Abu, Mok's Girls, Club's Crowd (Osmosis Jones), Thrax's Goons, the Schlepper Brothers, Mok, Zip, Toad, "What's Her Face", Evil Jasmine/Eris, Cri-Kee, the Flying Carpet, Mushu, and Khan (Mulan))
 * Interlude (4): (Featuring; the Horned King's Alliance, the Horned King, Maleficent, Diablo, Dr. Facilier, Rothbart, Ruber, the Bakshi Bunch, Blackwolf, Blackwolf's Skull Minions, Larry the Lizard, Nekron, Saruman, King Haggarrd, Odin (Atlantis: Milo's Return), Prince John's Alliance, Prince John, Yzma, the Queen of Hearts, Madam Mim, Prince Froglip, the Goblin Queen, Queen Gnorga, Clavious, Zelda, Blackwolf's Imprisoned Fairies, Blackwolf's Army, Blackwolf's Mutants, Saruman's Army, the Orcs, the Uruk-Hai, Nekron's Army, Nekron's Subhumans, Queen Juliana (Fire and Ice), Odette, Tack, Ratty, Moley, Bridget (non-cameo appearance), Ichabod Crane, Juliana (Quest for Camelot), Quasimodo, the Thief, the Camel (The Thief and the Cobbler), Garrett, Kayley, Balto, Nemo, Peter Pan, Curdie, Princess Irene, Crysta, Thumbelina, John Smith, Avatar, Larn, Teegra, Denahi, Derek, Tinker Bell, the Beast, Frodo Baggins, Samwise Gamgee, Aragorn, Robin Hood, Arthur (D), Belle, the Unicorn/Lady Amalthea, the Genie, Ayden, Taran, Archive Footage of the One-Ring (used for Taran's equipment), Buzz Lightyear, Cale Tucker, Mira Nova, XR, Dr. Doppler, Captain Amelia, Mr. Arrow, Orin, Dagg Dibrimi, Silica, Hogarth Hughes, the Iron Giant, Dimitri, Dr. Jumbaa, Pleakley, Milo Thatch, Vinni Santorini, Joshua Sweet, Wilhelmina Packard, Julie, Colin MacLeod, Emperor Zurg's Alliance, Emperor Zurg, Warp Darkmatter, Marcus' Alliance, Marcus Octavius, Dr. Hamsterviel, Kent Mansley, Lyle TIberius Rourke, Shan-Yu, the Hun Army, Elite Hun Soldiers, Gantu, Zygon, Joseph Korso, Preed, Thrax, the Drej Queen, Mok, Angel (non-cameo appearance), Jafar, Hades, Zigzag, Phido, Rasputin, Lady Tremaine, Holli Would, Ommadon, the Snow Queen, Eris, and Hexxus)
 * Forces of Aladdin vs. Forces of Maleficent and the Horned King (Featuring: Tzipporah, Juliana (Quest for Camelot), Tack, Quasimodo, Tulio, Miguel, Alice, Ratty, Moley, Phoebus, Odette, Jiminy Cricket, the Horned King, Esmeralda, Ichabod Crane, Lady Tremaine, Lucifer, Dr. Facilier, Odette's Friends, Puffin, Jean-Bob, Speed, Rasputin, Pinocchio (D), Zigzag, Egyptian Civilians (non-cameo appearance), the Snow Queen, Queen Gnorga, the Thief, Madam Mim, Drizella Tremaine, Archive Footage of Grewnge's blast (used for Tyler's blast), Tyler, Ichabod's Horse, Archive Footage of Light Yagami's death from Death Note (used for the death scene of Ichabod Crane), Archive Footage of the Kamakura's Facility Guards' demise (used for the death scene of Ichabod Crane), Djali, Tyler's Scientists, Lambert, John Silver, Odin (Heavy Metal 2000), Jim Hawkins, Mulan, Morph, Osmosis Jones, Drix, Stitch, Lilo Pelekai, Mushu, Facilier's Shadow, Anastasia Romanov, Princess Yum-Yum, Princess Jasmine, Bartok, Chel, Angel, King Llort, Creeper, and Moses)
 * The R.L.S. Legacy vs. Forces of Zurg and Marcus (Featuring: Marcus' Troops, Buzz Lightyear, Audrey Ramirez, Gaetan "Mole" Moliére, Dr. Jumbaa, Pleakley, Captain Amelia, Kent Mansley, Lyle Tiberius Rourke, Joseph Korso, Pooka, Julie, Germaine, Colin MacLeod, Cale Tucker, Akima Kunimoto, Hogarth Hughes, Orin ,Dagg Dibrimi, BEN, Milo Thatch, the Drej, the Drej's Foot Soldiers, Warp Darkmatter, Mira Nova, XR, Booster, Hornets, Regular-Hornets, Dr. Doppler, Preed, Zygon, Vinni Santorini, Thrax, Marcus Octavius, Joshua Sweet, Zygon's Droids, Kyala, Scroop, Gantu, Dimitri, Shan-Yu, Dahlia, Big-Hornets, Vladimir, Stith, Gune, the Iron Giant, Zurg's Space Tanks, Lt. Helga Sinclair, Emperor Zurg, Dr. Hamsterviel, Rourke's Mercenaries, Arthur (Starchaser: The Legend of Orin, General Rogard, and the U.S. Military)
 * Forces of Garrett vs. Forces of Maleficent and the Horned King (Featuring: Garrett, Kayley, Devon, Cornwall, the Beast, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Peace, Avatar's Mounts, Avatar, John Smith, Frodo Baggins, Samwise Gamgee, Aragorn, Balto, Larn, Denahi, Derek, Nemo, Icarus, Flip, Curdie, Belle, Taran, Robin Hood, Maleficent, Diablo, Archimedes, Peter Pan, Peter Pan's Shadow (cameo appearance), Jafar, Hades, Thumbelina, Crysta, Ruber, Rothbart, Lumiere, Cogsworth, the Genie, Maid Marian, Lady Kluck, Bridget, Clavious, Zelda, Meeko, Flit, Arthur (D), Little John, the Boar, Prince John, Prince John's Army, Wolf Archers, Prince Froglip, Tinker Bell, Froglip's Goblins, Yzma, King Haggard, Nekron's Subhumans, Abis Mal, Princess Camille, Professor Genius, the Queen of Hearts, the Card Soldiers, Princess Irene, Turnip, Flamingo Poles, the Gwythaints, Archive Footage of the Nightmare King's Minions (used for the Gwythaints capture targets), Boris, Odin (Atlantis: Milo's Return), the Wolf (Atlantis: Milo's Return), Jenna, Muk, Luk, Teegra, Pain, Panic, Darkwolf, Prince Cornelius, Baby Bug, Kronk, Zak Young, Creeper, the Horned King's Barbarian Guards, Batty Koda, Ommadon, the Worm of Sligoff, Nekron, Archive Footage of the Metal Army (used for the capture scene of Kayley), the Sheriff of Nottingham, Weehawk, Eilonwy, Elinore, Blackwolf's Mutants, and Fflewddur Fflam, Archive Footage of Jafar's disappearance (used for the heroes escape))
 * HELL ON EARTH!!! (Featuring: Littlefoot's Friends, Petrie, Spike (Land Before Time), Simba, Ariel, Shenzi, Banzai, Ed, Perdita, Itchy, Koda, Cruella DeVille, McLeach, 26, 26's Friends, Kex Bradley, Mara, Spazz, Jaune-Tom, Robespierre, Fly, Tiana, Naveen, Cera, Littlefoot, Ozzy, Strut, Dodger, Rita, Tito, Francis (Oliver and Company), Einstein, Aunt Figg, Mr. Lickboot, Pooh's Friends, Tigger, Rabbit, Richard Tyler, Mowgli, General Woundwort, Tod (The Fox and the Hound), Vixey, Danny (Cats Don't Dance), Snitter, Jasper Badun, Horace Badun, Hubie, the Spring Sprite, Clayton, Flounder, Sebastian, Ducky, Scar, Shere Khan, Bambi, Silver, Archive Footage of Man's Wildfire (used for Hexxus' Wildfire), the Forest Animals (Bambi), Hercules, Pegasus, Philoctetes, Kuzco, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Pongo, Piglet, Winnie the Pooh, Eeyore, Roo, Terk, the Gorillas, Tantor, Archive Footage of Chernabog's hellfire (used for Hexxus' wildfire), Pacha, Francis (Felidae), Timon, Hexxus, the Firebird, Eris, Fiver, Tom, Jerry, Woundwort's Rabbits, Tramp, Lady, Archive Footage of Japan (Code Geass) (used for the specific city of the Horned King's rampage), the Horned King, Londoners (Hellsing), the Red Bull, the Headless Horseman, the Headless Horseman's Horse, the Cauldron Born, Creeper, Dagg Dibrimi, Emperor Zurg, Hornets, Orin, Lt. Helga Sinclair, Lyle Tiberius Rourke, the Iron Giant, Hogarth Hughes, Buzz Lightyear, Captain Amelia, Cale Tucker, Dr. Hamsterviel, Kent Mansley, General Rogard, the U.S. Military, Dr. Jumbaa, Julie, Milo Thatch, Archive Footage of Big-Ben's destruction from Hellsing - Ultimate (used for the Iron Giant's target), Colin MacLeod, the Drej, the Drej Air Fleet, Dimitri, Akima Kunimoto, the Elves, Elfin, Peewhitlle, Blackwolf's Army, Blackwolf's Mutants, Mother Rabbit, Skippy, Sis, Tagalong, the Nottingham Villagers, Toby's Father (Robin Hood), Archive Footage of Adolf Hitler and the Nazi Party from Wizards (used as a distraction to the heroes), Blackwolf, Blackwolf's Projector, Otto, Friar Tuck, Saruman, Saruman's Army, the Nazgûl, Nekron's Army, Nekron's Subhumans, Toby (Robin Hood), Japanese Citizens (Code Geass), Archive Footage of Charles zi Britannia's mass genocide (used for mass genocide of Hexxus), Eris' Minions (cameo appearance), Archive Footage of London's destruction (used for the villains attacks), Archive Footage of Marcus Octavius' destruction (used for the villains attacks) Megara, and Crysta)
 * Epilogue: (Featuring: Tin Soldier, Edmond, Edmond's Friends, Patou, Snipes, Peepers, the Rats (Fantasia 2000), the Rats (The Little Mermaid), Simba, Pooh's Friends, Winnie the Pooh, Rabbit, Tigger, Eeyore, Roo, Archive Footage of the Pride Rocks' desertion, Littlefoot, Littlefoot's Friends, Cera, Spiek (Land Before Time), Ducky, Petrie, Colin MacLeod's Warriors, Tod (The Fox and the Hound), Hercules, Pegasus, Kuzco, Archive Footage of the London's Citizen's deaths, Garrett, the Beast, Ariel, Archive Footage of the Cauldron Born's marching, Juile, Archive Footage of the Destroyed Village, Archive Footage of Colin MacLeod's fights with Marcus Octavius' forces, Archive Footage of Elfin's death, Mowgli, Crysta, Quasimodo, Tulio, Kenai, Koda, Moses, the Elk, the Spring Sprite, the Rats (Aladdin), Tzekel Kan, Toad, Mickey Mouse, Donald Duck, Goofy, Omar, Omar's Friends, Dizzy, Stretch, Aladdin, Lord Maliss, Sinbad, Daffers, El Supremo's Military, Freddie, Scotty, Professor Archimedes Porter, Jane Porter, El Supremo, Tarzan, Zigzag, the One-Eyes, King One-Eye's Warriors, King One-Eye, Slave Women of King One-Eye, Ommadon, Clavious, Zelda, Destane/Archmage, Archive Footage of John Smith's disguise (used for the disguise of the Archmage), Kayley, Juliana (Quest for Camelot), Belle, Maurice, Odette, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Creeper, the Horned King, Elinore, Pocahontas, John Smith, Thumbelina, Francis (Felidae), Bluebeard, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Dodger, Oliver, Pongo, Chanticleer, Charlie Barkin, Tramp, Taran, Archive Footage of Moses' Ring (used as a combination with the One-Ring), Tyler's Scientists, Tyler's Victims, Lilo Pelekai, Fagin, Esmeralda, Honest John, the Coachman, Stromboli, Cody, Penny, Jenny Foxworth, the Lost Boys, Michael Darling, John Darling, Dr. Schechter, Clara, Scalawag, Gee Willikers, Igor, Pinocchio (Pinocchio and the Emperor of the Night), Chernabog's Legion of Darkness, Chernabog, Chernabog's Demons, Hexxus, the Emperor of the Night, the Nightmare King, the Nightmare King's Flying Manta, Red, Belladonna, B.L. Zebub, Mok, and Mok's Supercomputer)
 * Next Time: (Featuring: Ommadon, Basil, Dr. Dawson, Olvia Flaversham, Toby (The Great Mouse Detective), Brer Fox, the Dragon (The Pagemaster), Prince Phillip, Jim Hawkins, Morph, Dr. Schechter, the Beast, Nekron, Denahi, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Alameda Slim, Mr. Winkie, Mr. Jones, Maggie, Big Wig, Shenzi, Banzai, Ed, Gorbash/Peter Dickison, Willie the Giant, Merlin, the Snow Queen, the Nazgûl, Taran, Robin Hood, King Haggard, Panchito Pistoles, Hubie, Rocko, Monstro, Hogarth Hughes, the Iron Giant, Buzz Lightyear, Dr. Hamsterviel, Ariel, Dil, Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, General Woundwort, Sharptooth, Aladdin, El Supremo, Hercules, Pegasus, Colin MacLeod, Captain Hook, Tarzan, Ogthar, Archive Footage of Sharptooth's rampage, Archive Footage of the Vanishing Isle (used for the dinosaurs introduction), the Drej, the Titans, Mok, and Mok's Supercomputer)

Round 14:

 * Prologue: (Featuring: the Wise Faction, Merlin, Gandalf, Mother Nature, Carolinus, Princess Milisadre, Grandmother Willow, Rafiki, Mama Odie, John Silver, Morph, Jim Hawkins, Mulan, Pterano, Drake, Zira, Scar, Shere Khan, Kaa, General Woundwort, Niju, Dil, Ichy, Rinkus, Sierra, Frollo, Mok, Hades, Willie the Giant, Jafar, and Holli Would)
 * Peter and co. vs. Willie the Giant (REMATCH) (Featuring: the Seven Dwarfs, Sir Orin Neville Smythe, Smythe's Horse, Aragh, Smrgol, Gorbash/Peter Dickison, "the Shadow Man", Stanley, Gurgi, the Seven Dwarfelles, Snow White (Happily Ever After), Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ariel, Flounder, Sebastian, Ducky, Archive Footage of Ogre of Gormley Keep (used in the fight of Peter and Smgrol against Wille), Thunderella, Giles, and Danielle)
 * Intermission: (Featuring: Maleficent, Diablo, King Stefan, Queen Leah, Prince Phillip, Teegra, Kida, Cinderella, Princess Aurora, Kuzco, Merlin, Pacha, Hercules, Megara, Philoctetes, Pegasus, Nemo, Icarus, Princess Irene, Derek, Mama Odie, Juju, and Derek's Horse)
 * Escape from the Forbidden Mountains (Featuring: Princess Irene, Turnip, Nemo, Cinderella, Princess Aurora, Kida, Teegra, Derek, Icarus, Diablo, Zigzag, Lady Tremaine, Drizella Tremaine, Ommadon, the Snow Queen, Flip, Abis Mal, Abis Mal's Thugs, Maleficent's Goons, Larn, Prince Phillip, King Stefan, Darkwolf, Hercules, Pegasus, Pacha, Kuzco, Merlin, Mama Odie, Flora, Fauna, Samson, the Dragon (The Pagemaster), Merryweather, Queen Leah, Archive Footage of Dragon Maleficent's demise (used for the death scen of the Dragon from the Pagemaster), Archive Footage of Jafar's death (used for the death scene of the Dragon from the Pagemaster), Archive Footage of the Icy Tornado (used by Merlin to freeze the Snow Queen), the Snow Queen's Reindeers, Maleficent, the Ogre of Gormley Keep, Megara, and Philoctetes, Archive Footage of the Cyclops (used for the combination footage with the Ogre of Gormley Keep), Derek's Horse, and Bryagh)
 * Interlude (1): (Featuring: the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Mrs. Brisby, Bernard, Bianca, Nicodemus, Hans/the Nutcracker Prince, Timothy Q. Mouse, Fievel Mousekewitz, Roquefort, Gus, Dumbo, Clara (shown in Nicodemus' vision), Mulan (shown in Nicodemus' vision), Jim Hawkins (shown in Nicodemus' vision), Stitch (shown in Nicodemus' vision), Tiger (An American Tail), Hades, the Fates, Lachesis, Clotho, Atropos, the Drej Queen (shown in the Fates' vision), the Titans (shown in the Fates' vision), Mok, Mok's Supercomputer, and "Mok's Mysterious Friend"/J2L1)
 * Interlude (1.5): (Featuring: Ogthar, Queen Grimhilde, Lord Maliss, Rhoga, Thudd, Deinonychus, Captain Hook, Giganotosaurus (shown in Ogthar's thoughts), Allosaurus, (shown in Ogthar's thoughts), Albertosaurus (shown in Ogthar's thoughts), Spinosaurus (shown in Ogthar's thoughts), Baryonyx (shown in Ogthar's thoughts), the Animal Cruelty Squad, Cruella DeVille, Jasper Badun, Horace Badun, McLeach, Madam Medusa, Mr. Snoops, Aunt Figg, Mr. Lickboot, Edgar, Clayton, Amos Slade, Sykes, Joanna, Ozzy, Archive Footage of Dinosaur Eggs (used for the combination footage with McLeach's Eggs), Mechanicles (only mentioned by Ogthar), Ogthar's Scientists (shown in Ogthar's flashback), Dr. Ptetorius (shown in Ogthar's flashback), Pretorius' Scientists (shown in Ogthar's flashback), Lab Director (shown in Ogthar's flashback), Archive Footage of the House's fire from Felidae (used in Ogthar's flashback), Destane/Archmage (mentioned in Ogthar's flashback), Mozenrath (shown in Ogthar's flashback), Macbeth (shown in Ogthar's flashback), Macbeth's Guards (shown in Ogthar's flashback), Archive Footage of the Ogthar's Researchers (used as combination footage with Macbeth's Guards), Tzekel Kan, El Supremo, Messina, and Naveen)
 * Interlude (2): (Featuring: Francis (Felidae), Bluebeard, Perdita, Charlie Barkin, Itchy, Danny (Cats Don't Dance), Tom, Lady, Pongo, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Thomas O'Malley, Duchess, Dodger, Jaune-Tom, Chanticleer, Sawyer, Robespierre, Mewsette, Jerry, Oliver, Tramp, Louie (We're Back! A Dinosaur's Story), Cecilia, Clara, Gee Willikers, Igor, Scalawag, Pinocchio (Pinocchio and the Emperor of the Night), Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager (The Fearless Four), The Colonel, the Colonel's Soldiers, Alameda Slim, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Spirit, Mr. Winkie, Mr. Wesley, the Willie Brothers, Phil Willie, Gill Willie, Bill Willie, Rico, Napoleon (Animal Farm), Napoleon's Dogs, Wilbur, Charlotte, the Colonel's Horse, Boxer, Benjamin (Animal Farm), Patch of Heaven's Animals, Jeb, Ollie, Patch of Heaven's Pigs, Audrey (Home on the Range), Emperor Zurg, Tyler, Gantu (mentioned by Zurg), Lambert, and Diablo)
 * Battle Against the ACS Sector C (Patch of Heaven): (Featuring: the Colonel's Soldiers, Alameda Slim, Spirit, the Colonel, Buck, Thomas O'Malley, Wilbur, Little Creek, Tom, Jerry, Animal Farm's Cows, Animal Farm's Sheep, the Alley Cats, Scat Cat, Shun Gon, Peppo, Murphy, Francis (Oliver and Company), Einstein, Tito, Dodger, Rita, Junior, Brer Fox, Brer Bear, Bees (Tom and Jerry), Bees (Song of the South), Rico, Boxer, Benjamin (Animal Farm), Patrick (Home on the Range), Hit Cat, Billy Boss, Oliver, and Georgette)
 * Battle Against ACS Sector C (Greed's Mansion): (Featuring: Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager (The Fearless Four), the Willie Brothers, Phil Willie, Gill Willie, Bill Willie, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Mr. Winkie, Mr. Jones, Mr. Wesley, Dr. J. "Sweetface" Applecheek, Tramp, Dr. Greed's Snake, Pongo, Perdita, Bluebeard, Francis (Felidae), Charlie Barkin, the Fearless Four, Alameda Slim, Junior, Rico, Rico's Black Horse, Itchy, Spirit, Little Creek, Buck, Lucky Jack, Thomas O'Malley, Dodger, Oliver, Jerry, Tom, Winkie's Weasels, Angry Mob (Animal Farm), Fred, Tortellini, the Alley Cats, Hit Cat, Peppo, Buster, Gwendolyn, and Platini)
 * Intermission: (Featuring: Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Piglet, Eeyore, Hazel, Hazel's Rabbits, Fiver, Silver, Dandelion, Pipkin, Simba, Tod (The Fox and the Hound), Kenai, Bambi, the Great Owl, Koda, Timon, Pumbaa, Blackberry, Big Wig, Captain Holly, Rutt, Tuke, Nala, Kehaar, Sebastian, Littlefoot's Friends, Cera, Petrie, Ducky, Littlefoot, Ariel, Littlefoot's Mother (shown in Littlefoot's memories), McLeach (shown in Littlefoot's memories), the Firebird (shown in Littlefoot's memeories), Spike (Land Before Time), Tiana, Naveen, Louis, Flounder, Ray, Mowgli, 26, 26's Friends, Kex Bradley, Mara, Terk, Tantor, Richard Tyler, Baloo, Bagheera, Rhoga, Thudd, Spazz, Dinosaur Eggs, Richard Tyler's Friends, Adventure, Fantasy, Horror, Shenzi, Scar, Banzai, General Woundwort, and Ed)
 * Forces of Simba vs. Forces of Woundwort (Featuring: Simba, Nala, Timon, Pumbaa, Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, Hazel's Rabbits, Big Wig, Dandelion, Kehaar, the Hyenas, Kenai, Tod (The Fox and the Hound), Vixey, Pipkin, Blackberry, Silver, Fiver, Hazel, Captain Holly, Kehaar, General Woundwort, Vervain, Niju, Nuk, Yak, Sumak, Rinkus, Sierra, Dil, Koda, Rutt, Tuke, Zazu, Woundwort's Rabbits, Shenzi, Banzai, Ed, Ichy, Panchito Pistoles, and Bambi)
 * Hubie and Rocko vs. Monstro (Also Featuring: Ariel)
 * Interlude (3): (Featuring: Simba, Bongo, Panchito Pistoles, José Carioca, Tod (The Fox and the Hound), Bambi, Brer Rabbit, Pecos Bill, Peter (Make Mine Music), the Hunters (Make Mine Music), Misha, Yasha, Vladimir (Make Mine Music), Timon, Pumbaa, Koda, Kenai, Sasha (Make Mine Music), Hubie, Ariel, the Pagemaster, Arthur (Starchaser: The Legend of Orin), Silica, Dr. Jumbaa, BEN, Gune, Pleakley, Stith, Hogarth Hughes, Dr. Doppler, Buzz Lightyear, Mira Nova, Booster, XR, Colin MacLeod, Dahlia, Julie, Dimitri, Vladimir (Anastasia), Milo Thatch, Grandmother Willow, Germaine, Captain Amelia, Gaetan "Mole" Moliere, Wilhelmina Packard, Joshua Sweet, Audrey Ramirez, Vinni Santorini, and Gantu)
 * Interlude (3.5): (Featuring: Hazel's Rabbits, Hazel, Silver, Dandelion, Pipkin, Fiver, Winnie the Pooh, Pooh's Friends, Piglet, Tigger, Rabbit, Eeyore, Triceratops (The Land Before Time), Dimorphodon (Fantasia), Apatosaurus (Fantasia), Roo, Ornithomimus (Fantasia), Stegosaurus, Compsognathus (Fantasia), Big Wig, Edmontosaurus (Fantasia), Pteranodon (Fantasia), Captain Holly, Brachiosaurus (Land Before Time), Camptosaurus (Land Before Time), Archive Footage of McLeach's rampage (used for Sharptooth's rampage), Archive Footage of Lumpjaw's rampage (used for Sharptooth's rampage), Parasaurolophus (Fantasia), Psittacosaurus (Fantasia), Dimetrodon (Fantasia), Triceratops (Fantasia), Sharptooth, Ankylosaurus (Turok: Son of Stone), Carnotaurus (Turok: Son of Stone) (brief appearance), Archive Footage of T-Rex (Fantasia) (used as combination footage with Shaprtooth's), Timon, and Pumbaa)
 * Interlude (4): (Featuring: Taran, Eilonwy, Garrett, Avatar, Frodo Baggins, the Beast, Zak Young, Robin Hood, Peter Pan, Tinker Bell, Crysta, Weehawk, Archive Footage of Moses' Ring (used as combination footage with the One-Ring's), Ayden, Batty Koda, Archive Footage of Maes Hughes funeral scene from Fullmetal Alchemist: Brotherhood (used for the funeral of Ichabod Crane and many other heroes), Phoebus, Quasimodo, Pinocchio (D), Jiminy Cricket, Tack, Archive Footage of the Military of Amestris (Featured as Grave Diggers), Alice, Angel, Princess Jasmine, Anastasia Romanov, Pluto, Princess Yum-Yum, Ratty, Moley, Tulio, Miguel, Osmosis Jones, Drix, Mulan, Jim Hawkins, Stitch, Zeek, Odin (Heavy Metal 2000), Clopin, Mushu, Khan (Mulan), the Thief, Merlin, Arthur (D), Archimedes, the Genie, Lady Kluck, Ariel, Flounder, Sebastian, Tiana, Naveen, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, Hubie, Moses, Colin MacLeod, Dahlia, Sinbad, Archive Footage of King Dymas' Guards (used as the chief guards, who imprison Sinbad), Aladdin, Mickey Mouse, Donald Duck, Goofy, Omar's Friends, Stretch, Freddie, Daffers, Scotty, Mr. Toad, Tarzan, Minnie Mouse, Daisy Duck, Omar, Dizzy, Ludwig Von Drake, Professor MacKrill, Snow White (D), the Mad Hatter, the March Hare, Captain Neweyes, Kala, Marina (Sinbad: Legend of the Seven Seas), Prince Eric, El Supremo, Messina, Professor Archimedes Porter, Kerchak, Jane Porter, El Supremo's Military, Scar, Rinkus, Sierra, Shenzi, Ed, Banzai, Niju, Dil, and Ichy)
 * Battle at Grimhilde's Castle (Part 1) (Featuring: Queen Grimhilde, El Supremo, Aladdin, Captain, Hook, Sinbad, Tarzan, Mickey Mouse, Tzekel Kan, Marina (Sinbad: Legend of the Seven Seas), Spike (Sinbad: Legend of the Seven Seas), Drix, Lord Maliss, Osmosis Jones, Quasimodo, Miguel, Tulio, Altivo, Mr. Toad, the Mad Hatter, the March Hare, Phoebus, Abu, Morgana, Marina Del Ray, Messina, Ursula, the Thief, Anastasia Romanov, Princess Jasmine, Prince Eric, Tack, Princess Yum-Yum, Snow White (D), Jane Porter, Archive Footage of the Snake (The Legend of Tarzan: (The Race Against Time)) (used as combination footage with Messina's snake form), Professor Archimedes Porter, Alice, Kala, Ratty, Moley, Marina (The Pebble and the Penguin), Sinbad's Crew, Chief Tannabok's Warriors, Omar, Omar's Friends, Dizzy, Stretch, Ludwig Von Drake, Freddie, Daffers, Scotty, Angel, the Genie, Merlin, Ariel, Flounder, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, Tiana, Naveen, Arthur (D), Lady Kluck, Daisy Duck, Hubie, Minnie Mouse, El Supremo's Military, Professor MacKrill, Captain Neweyes, Cloak, Dagger, Archimedes (The Sword in the Stone), Kerchak, Lord Maliss' Goons, Donald Duck, Goofy, Louis, and Pluto,)
 * Intermission: (Featuring: Philoctetes, Hercules, Mama Odie, Kuzco, Megara, Pacha, Pegasus, Dr. Hamsterviel, Orin, Aviana, Cale Tucker, Akima Kunimoto, Dagg Dibrimi, the Iron Giant, the Grand Councilwoman, Leah Estrogen, Commander Nebula, Shang, Yao, Ling, Chien-Po, Arthur (Starchaser: The Legend of Orin), Dr. Jumbaa, Gune, BEN, and Silica)
 * Battle at Grimhilde's Castle (Part 2): (Featuring: Merlin, Archimedes (The Sword in the Stone), Simba, Aladdin, Princess Jasmine, Tzekel Kan, Mickey Mouse, Donald Duck, Goofy, Lord Maliss' Goons, Peter (Make Mine Music), Sasha (Make Mine Music), Lady Kluck, Pooh's Friends, Rabbit, Tigger, Eeyore, Moley, Tiana, Ray, Tarzan, Tzekel Kan's Illusions, Archive Footage of Pain and Panic's Snake Transformation (used as combination footage with that of Tzekel Kan's Illusions), Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance)) (used as combination footage with that of Tzekel Kan's Illusions), Kenai, Koda, Anastasia Romanov, Ratty, Mr. Toad, Tulio, Chel, Hazel, Hazel's Rabbits, Fiver, Pipkin, Blackberry, Dandelion, Silver, Tod (The Fox and the Hound), Archive Footage of the Rats (The Little Mermaid) (used as part of Tzekel Kan's Illusions), Big Wig, Archive Footage of the Rats (Watership Down) (used as part of Tzekel Kan's Illusions), Sinbad, Marina (Sinbad: Legend of the Seven Seas), Abu, Archive Footage of Jafar's Spiders (used as part of Tzekel Kan's Illusions), the Genie, Archive Footage of the Spider (Legend of Tarzan) (used as part of Tzekel Kan's Illusions), Archive Footage of Sharptooth's rampage (used for Sharptooth's introduction), Bambi, Pecos Bill, Widowmaker, Alice, Sharptooth, Ariel, Littlefoot, Phoebus, Archive Footage of the T-Rex (Legend of Tarzan) (used as combination footage with that of Sharptooth's), Piglet, Winnie the Pooh, Archive Footage of the T-Rex (Aladdin) (used as combination footage with that of Sharptooth's), Flounder, Archive Footage of the T-Rex (The Little Mermaid) (used as combination footage with that of Sharptooth's), Archive Footage of the Evil Genie, Osmosis Jones, Daffers, Scotty, the Mad Hatter, the March Hare, Panchito Pistoles, Omar, Tack, Hubie, Captain Hook, Freddie, Bongo, Jane Porter, Colin MacLeod, Quasimodo, Louis, Dil, Ichy, Prince Eric, Timon, Pumbaa, Archive Footage of the Tick-Tock Crocodile (used as combination footage with that of Dil's), Dahlia, Miguel, Snow White (D), Angel, Archive Footage of the Alligator (Highlander: The Search for Vengeance) (used as combination footage with that of Dil's), Omar's Friends, Dizzy, Hercules, Pegasus, Brer Rabbit, Littlefoot's Friends, Cera, Naveen, Sinbad's Crew, and the Flying Carpet)
 * Battle at Marcus' Base: (Featuring: Emperor Zurg, Orin, Aviana, Cale Tucker, Marcus Octavius, Dr. Hamsterviel, the Iron Giant, Shang, Dagg Dibrimi, Lyle Tiberius Rourke, Rourke's Mercenaries, Zygon, Commander Nebula, Leah Estrogen, Yao, Ling, Chien-Po, Buzz Lightyear, Captain Amelia, Dimitri, Vladimir (Anastasia), Milo Thatch, Zygon's Droids, Mira Nova, Archive Footage of Avatar's Gun (used for Dimitri against Zurg and Preed against Mr. Arrow), Brain Pods, Hornets, Regular-Hornets, Arthur (Starchaser: The Legend of Orin), Silica, Stith, Marcus' Troops, BEN, Dr. Jumbaa, Akima Kunimoto, the Grand Councilwoman, the Galactic Federation's Guards, Lt. Helga Snclair, Gune, Hogarth Hughes, Dr. Doppler, Pleakley, Booster, XR, Audrey Ramirez, Vinni Santorini, Mega-Hornet, Jebidiah "Cookie" Farnsworth, Pooka, Mr. Arrow, and Preed)
 * Interlude 5: (Featuring: the Drej, the Drej Air Fleet, Hades, Pain, Panic, the Drej Queen, Tom, the League of Extaordinary Gentlemice, Dumbo, Timothy Q. Mouse, Basil, Dodger, Charlie Barkin, Itchy, Tiger (An American Tail), Tony Toponi, Bernard, Bianca, Oliver, Hans/the Nutcracker Prince, Roquefort, Jaq, Gus, Francis (Oliver and Company), Rita, Einstein, Figaro, Cleo, Mrs. Brisby, Jerry, Toby (The Great Mouse Detective), Dr. Dawson, Olivia Flaversham, Fievel Mousekewitz, Robespierre, Jaune-Tom, Rowf, Snitter, Danny (Cats Don't Dance), Chanticleer, the Tod (Plague Dogs), Mewsette, Sawyer, Edmond, Edmond's Friends, Patou, Snipes, Peepers, Tin Soldier, Maleficent, Maleficent's Goons, Jafar, Diablo, Iago, the R.L.S. Legacy, Captain Amelia, Buzz Lightyear, the Iron Giant, Hogarth Hughes, Booster, XR, Dagg Dibrimi, Arthur (Starchaser: The Legend of Orin), Cale Tucker, Akima Kunimoto, Pooka, Gune, Stith, Shang, Gaetan "Mole" Moliére, Vinni Santorini, Wilhelmina Packard, Jebidiah "Cookie" Farnsworth, Audrey Ramirez, Joshua Sweet, Milo Thatch, Dimitri, and Dr. Doppler)
 * Interlude 5.5: (Featuring: Thudd, Archive Footage of the Bridge from Atlantis: The Lost Empire (used as combination footage with that of the Bridge's from Dinotopia: Quest for the Ruby Sunstone), Richard Tyler, Richard Tyler's Friends, Adventure, Horror, Bagheera, Mowgli, Rhoga, 26, 26's Friends, Kex Bradley, Mara, Spazz, Archive Footage of the River from the Legend of Tarzan (used in the cutscene), Tantor, Terk, Baloo, Fantasy, the Carnotaurus (Turok: Son of Stone), Colonel Hathi, and the Jungle Patrol)
 * Interlude 6: (Featuring: Denahi, Sitka, Gantu, Tyler, Hades, Jafar, Mulan, Khan (Mulan), Julie, Jim Hawkins, Jiminy Cricket, Germaine, Clopin, Stitch, Pinocchio (D), Djali, Mushu, Odin (Heavy Metal 2000), Zeek, Dr. Schechter, Kerrie, Tyler's Victims, Jenny Foxworth, Cody, Robyn Starling, the Lost Boys, John Darling, Michael Darling, Lilo Pelekai, the Horned King, Nekron, Queen Juliana (Fire and Ice), Dr. Facilier, the Queen of Hearts, Madam Mim, Saruman, Nemo, Icarus, the Witches of Morva, Orddu, Orwen, Orgoch, Darkwolf, Derek, Turnip, Princess Irene, Larn, Teegra, Gandalf, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, the Coachman, the Coachman's Goons, the Coachman's Victims, Professor Screweyes, Sarousch, Stromboli, Honest John, Gideon, Puppetino, Hotep, Huy, Forte, Mommy Fortuna, King Haggard, Prince Lir, Kayley, Juliana (Quest for Camelot), Elinore, Belle, Maurice, the Unicorn/Lady Amalthea, Molly Grue, Schmendrick, Pocahontas, Princess Camille, Thumbelina, Curdie, the Good Fairy, Odette's Friends, Jean-Bob, Puffin, Meeko, Speed, Flit, Odette, and John Smith)
 * BATTLE AT THE CIRCUS (Featuring: Professor Screweyes' Eccentric Circus, Pinocchio (Pinocchio and the Emperor of the Night), Louie (We're Back! A Dinosaur's Story), Cecilia, Sarousch, Clara, Screweyes' Elephants, the League of Extraordinary Gentlemice, Jake, Bernard, Bianca, Charlie Barkin, Itchy, Fievel Mousekewitz, the SFX Operator (We're Back! A Dinosaur's Story), Professor Screweyes, the Coachman, Screweyes' Henchmen, Dodger, Oliver, Basil, Dr. Dawson, Rex's Dinosaur Gang, Dumbo, Tiger (An American Tail), Rex, Mrs. Brisby, Scalawag, Igor, Figaro, Hans/the Nutcracker Prince, Roquefort, Gus, Tom, Jerry, Woog, Archive Footage of Sharptooth's rampage (used for Rex's rampage), Tito, Jaq, Olivia Flaversham, Elsa, Dweeb, Tony Toponi, Screweyes' Fear Machine, the Clown (The Brave Little Toaster) (Projection Image of Screweyes' Fear Machine), Gee Willikers, Lt. Grumblebee, Francis (Oliver and Company), Einstein, Timothy Q. Mouse, Jeremy, Puppetino, Stromboli, Mommy Fortuna, Honest John, Gideon, Forte, Forte's Illusions, Justin, Rita, Stitch, Jim Hawkins, Mulan, Clopin, Julie, Pinocchio (D), Ruhk, Jiminy Cricket, the Marahute, Mushu, Cri-Kee, and Mommy Fortuna's Crow)
 * Mulan, Jim, and Stitch vs. Dr. Schetcher, Hotep and Huy (Also Featuring: Kerrie, Sarah Hawkins, Nani Pelekai, Dean McCoppin, Annie Hughes, Anne-Marie, Cody, Pinocchio (D), Esmeralda, Jaq, Gus, Penny, Jenny Foxworth, Oliver, Lilo Pelekai, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Germaine, Fagin, Mushu, Jake, Bianca, John Darling, the Lost Boys, Michael Darling, Robyn Starling, Tom, Jerry, Charlie Barkin, Rosy (Balto), Jiminy Cricket, Egyptian Priests (cameo appearance), Cri-Kee, Morph, Clopin, Hotep and Huy's Illusions, Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance)) (used as combination footage with that of Hotep and Huy's Illusions), Archive Footage of Captain Hook's trapdoor (used as trapdoor to Hotep and Huy), Tyler's Victims, Julie, Odin (Heavy Metal 2000), Zeek, and Khan (Mulan))
 * Aftermath: (Featuing: the Lizardmen, Lizardmen Warriors, Tyler, Lambert, Jafar, Iago, and Hades)
 * Interlude 7: (Featuring, Balto, Great Great Granmother Irene, Ogthar, Ogthar's Dinosaur Army, Archive Footage of Sharptooth's rampage (used for Ogthar's Dinosaur Army awakening), Archive Footage of the Vanishing Isle's Turtle Eye (used for Ogthar's Dinosaur Army awakening), Crysta, Taran, Zak Young, Tinker Bell, Batty Koda, and the Nazgûl)
 * Battle at Nekron's Castle: (Featuring: Nekron's Subhumans, Garrett, Devon, Cornwall, Peter Pan, Robin Hood, Skippy, the Beast, Nekron, the Queen of Hearts, Dr. Facilier, Avatar, Weehawk, Madam Mim, Archive Footage of Merlin's magic (used for Mim's defeat), Archive Footage of Jafar's initial defeat (used for Mim's defeat), Flamingo Poles, Frodo Baggins, Shadow Demons, Aragorn, Samwise Gamgee, Facilier's Shadow, Archive Footage of Ursula's lightning bolt (used by Nemo and his friends), Nemo, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, Saruman, Eilonwy, Saruman's Army, the Orcs, the Uruk-Hai, Grishnákh, Taran, the Nazgûl, the Witch-King of Angmar (cameo appearance), Archive Footage of Jafar's disappearance (used for Saruman's disappearance), King Haggard, Odette's Friends, Speed, Jean-Bob, Puffin, the Unicorn/Lady Amalthea, Molly Grue, Prince Lir, Thumbelina, Prince Cornelius, Lumiere, Cogsworth, Buzzbee, Little John, the Nottingham Villagers, Toby's Father (Robin Hood), Kayley, Juliana (Quest for Camelot), Curdie, Belle, Crysta, Tinker Bell, Schmendrick, Maid Marian, Icarus, Princess Camille, Professor Genius, Queen Juliana (Fire and Ice), John Smith, Pocahontas, Meeko, the Beast's Servants, Mrs. Potts, Denahi, Fflewddur Fflam, Ayden, Elinore, and Odette)
 * Aftermath: (Featuring: Frodo Baggins, Maurice, Thumbelina, Taran, Avatar, Peter Pan, Eilonwy, Fflewddur Fflam, the Unicorn/Lady Amalthea, Curdie, Belle, Robin Hood, Weehawk, Pocahontas, Devon, Cornwall, the Beast, Crysta, Kayley, Garrett, and Aragorn, Archive Footage of Moses' Ring (used as combination footage with that of the One-Ring's)
 * Epilogue: (Featuring: the Grand Councilwoman, the Galactic Federation's armanda, the Galactic Federation's Guards, Lyle Tiberius Rourke, Cobra Bubbles, Dr. Hamsterviel, Archive Footage of the Destroyed Facility from Heavy Metal 2000 (used for the remnants of the circus), Sarousch, Forte, the Colonel (Spirit: Stallion of the Cimarron), Frollo's Soldiers, the Colonel's Soldiers, Happy Jester, Sad Jester, Sarousch's Short Minion, Pongo, Kong, the Colonel (101 Dalmatians), Sergeant Tibbs, Jock, Trusty, Napoleon (D), Lafayette, Thomas O'Malley, Francis (Felidae), Perdita, Napoleon (Animal Farm), Cat R. Waul, Waul's Henchmen, Ratigan, Ratigan's Thugs, Carface, Meowrice, Warren T. Rat, Digit, the Grand Duke of Owls, Jenner, the Mouse King, Berkeley Beetle, the Grundel Toad, Jack-in-the-Box, the Royal Council, King Stefan, the Emperor of China, King Stefan's Guards, the Chinese Imperial Army, the King of France, the Grand Duke (D), King Papa, King Papa's Knights, Queen Leah, the Wise Faction, Merlin, Gandalf, Magi Lune, Mother Nature, the Blue Fairy, the Good Fairy, Grandmother Willow, Carolinus, the Pagemaster, Mama Odie, Great Great Grandmother Irene, the Great Owl, Nicodemus, Rafiki, Archimedes (The Sword in the Stone), Queen Grimhilde, Ogthar, Rhoga, Thudd, Ogthar's Dinosaur Army, Giganotosaurus, Allosaurus, Albertosaurus, Spinosaurus, Baryonyx, Captain Hook, Lord Maliss, Tzekel Kan, El Supremo's Military, El Supremo, Messina, Goofy, Phoebus, Moses, Osmosis Jones, Tack, Aladdin, the Genie, Lilo Pelekai, Stitch, Jim Hawkins, Sarah Hawkins, Mulan, Tzipporah, Miriam, Aaron, the Hebrews, Mickey Mouse, Donald Duck, the Drej, the Titans, and Mok)
 * Next Time: (Featuring: Aladdin, Zigzag, Garrett, Ayden, the Beast, the Horned King, Rasputin, Rothbart, Taran, Ruber, Sinbad, Captain Hook, Colin MacLeod, Mulan, Tyler, Jim Hawkins, Buzz Lightyear, Zygon, Thrax, John Silver, Merlin, Tzekel Kan, Tarzan, Sharptooth, Simba, Balto, Quasimodo, Omar, Dr. Facilier, El Supremo, Messina, Eris, Ariel, the Roc, Shere Khan, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, Ursula, Fievel Mousekewitz, Basil, Scar, Big Wig, Hercules, Lord Maliss, the Seven Dwarfs, the Blue Meanies, Velociraptors (Land Before Time), Pongo, Francis (Felidae), Cruella De Ville, Claudandus, Tack, Jafar, Avatar, Hades, Julie, the Hydra (Hercules), Pterano, Bambi, General Woundwort, Orin, Emperor Zurg, Cat R. Waul, Waul's Henchmen, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Napoleon (Animal Farm), Animal Farm's Pigs, Anastasia Romanov, Lady Tremaine, Drizella Tremaine, Lilo Pelekai, Stitch, Winnie the Pooh, Pooh's Friends, Piglet, Rabbit, Prince Froglip, Miguel, Tulio, Frollo, Spirit, Derek, Maleficent/Dragon Maleficent, the Spring Sprite, Hexxus, Moses, Chernabog, Mok, Mickey Mouse, Mok's Supercomputer, and Mok's Mysterious Friend)

Round 15:

 * Prologue: (Featuring: the Horned King's Alliance, the Horned King, Dr. Facilier, Ruber, Rothbart, Yzma, Kronk, Prince John, Napoleon's Dogs (Animal Farm), Napoleon (Animal Farm), Animal Farm's Pigs, Red/Disguised Red, Cat R. Waul, Ratigan, Meowrice, Claudandus, Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Sheep, Animal Farm's Geese, Animal Farm's Horses, Animal Farm's Goat, Boxer, Benjamin (Animal Farm), Patch of Heaven's Animals, Larry (Home on the Range), Audrey (Home on the Range), Wilbur, Patch of Heaven's Piggies, Jan Mouse, Jenner, Frollo, Ratcliffe, the Colonel, the Colonel's Soldiers, the Colonel's Horse, Wiggins, Percy, Dodger, Francis (Oliver and Company), Basil, Pongo, Perdita, Bernard, Bianca, Francis (Felidae), Patch of Heaven's Cows, Maggie, Grace, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Rowf, Snitter, Lady, Tramp, Edmond, Edmond's Friends, Patou, Snipes, Peepers, the Fearless Four, Buster, Gwendolyn, Mrs. Calloway, Fievel Mousekewitz, Tony Toponi, Tom, Jerry, Roquefort, Timothy Q. Mouse, Dumbo, Jaune-Tom, Charlie Barkin, Itchy, Mrs. Brisby, Jaq, Gus, Prince Froglip, Pocahontas, Larn, John Smith, King Jarol, Darkwolf, Teegra, King Jarol's Soldiers, Pterosaurs (Fire and Ice), Merlin, King Stephan, the Van's Drivers (Animal Farm), Ollie, Goldie, Charlotte, Templeton, and Patch of Heaven's Hens)
 * Battle of the Native Lands: (Part 1): (Featuring: Ratcliffe, Wiggins, the Colonel, Sergeant Adams, the Colonel's Soldiers, Ratcliffe's Colonists, Thomas, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Spirit, Buck, Lucky Jack, Archive Footage of Denahi's spear (used for the villains attacks), Prince John's Army, the Wolf Archers, Nekron's Subhumans, Little Creek, Pocahontas, the Colonel's Horses, Flit, Meeko, Teegra, Ben, Lon, the Powhatan Tribe, Chief Powhatan, the Powhatan Warriors, Pterosaurs (Fire and Ice), Darkwolf, King Jarol's Soldiers, Prince John, Larn, the Sheriff of Nottingham, John Smith, Grandmother Willow, Shorthair, Murphy, the Rhino Guards, and Sir Hiss)
 * Battle of the Native Lands (Part 2): (Featuring: Spirit, Little Creek, Pocahontas, Larn, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, the Colonel's Soldiers, the Colonel's Horses, John Smith, Lucky Jack, Ratcliffe, Thomas, Ratcliffe's Colonists, Teegra, Darkwolf, Buck, the Colonel, Meeko, Flit, Percy (non-canon appearance), Ben, Lon, and Sergeant Adams)
 * Interlude (1): (Featuring: Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Sheep, Animal Farm's Goat, Benjamin (Animal Farm), Patch of Heaven's Animals, Jeb, Ollie, Patch of Heaven's Piggies, Audrey (Home on the Range), Wilbur, Jan Mouse, Squealer, Templeton, Goldie, Charlotte, Napoleon (Animal Farm), Napoleon's Dogs (Animal Farm), Animal Farm's Geese, Animal Farm's Pigs, Queen Grimhilde, Yzma, Scowl, Batso, Cruella De Ville, Shere Khan, Angry Mob (Animal Farm), Sykes, Madam Medusa, Edgar, Mr. Lickboot, Mr. Jones, Animal Farm's Horses, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Panchito Pistoles, José Carioca, Bongo, Brer Rabbit, Pecos Bill, Peter (Make Mine Music), Sasha (Make Mine Music), Lucky Jack, and Widowmaker)
 * Battle of Patch of Heaven: (Featuring: Cat R. Waul, Napoleon (Animal Farm), Ratigan, Ratigan's Thugs, Carface, Meowrice, Animal Farm's Pigs, Pongo, Perdita, Francis (Felidae), Tramp, Charlie Barkin, the Grand Duke of Owls, Warren T. Rat, Dodger, Rita, Tito, Francis (Oliver and Company), Einstein, Waul's Henchmen, the League of Extraordinary Gentlemice, Basil, Jenner, Danny (Cats Don't Dance), Dumbo, Tin Soldier, Oliver, Bernard, the Mott Street Maulers, Roquefort, Jaq, Gus, Tom, One-Eye (An American Tail), Frenchy, Slim (An American Tail), Jerry, Duchess' kittens, Marie, Toulouse, Berlioz, Fievel Mousekewitz, the 99 Puppies, Timothy Q. Mouse, Bianca, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Mrs. Brisby, Mr. Ages, Lady, Patch of Heaven's Animals, Patch of Heaven's Pigs, Ollie, Patch of Heaven's Piggies, Jeb, Audrey (Home on the Range), Wilbur, Panchito Pistoles, José Carioca, Pecos Bill, Widowmaker, Peter (Make Mine Music), Robespierre, the Mouse King, the Rats (The Little Mermaid), Thomas O'Malley, Duchess, Goldie, the Rats (Watership Down), Bongo, Brer Rabbit, Templeton, the Rat (Lady and the Tramp), Archive Footage of the Rat (Felidae) (used as combination footage with that of the Rat from the Lady and the Tramp movie), the Rodent (Gay Purr-ee), Jaune-Tom, Kong, Sasha (Make Mine Music), Sergeant Tibbs, Gwendolyn, the Aracuan Bird, Edmond, Edmond's Friends, Patou, Snipes, Peepers, Felonius, Killer, Carface's Dogs, Berkeley Beetle, the Grundel Toad, Sonia, Georgette, Dr. Dawson, Orville, the Mice (Cinderella), Archive Footage of Avatar's Gun (used by Basil against the Grand Duke of Owls), the Animal Cruelty Squad, the Fearless Four, Buster, Fred, Rowf, Snitter, Madam Medusa, Edgar, Angry Mob (Animal Farm), Robyn Starling, Cody, Sykes, Penny, Roscoe, Desoto, Bluebeard, Cruella De Ville, Archive Footage of the Barrels (Robin Hood) (used as combination footage with that of their same name type from the Animal Farm), the Barrels (Animal Farm), Squealer, Mr. Jones, Aunt Figg, Jenny Foxworth, Anne-Marie, Mr. Lickboot, Itchy, Charlotte, Tiger (An American Tail), Mewsette, Sawyer, Jake, Archive Footage of the Man's Wildfire (used for the explosion fire of the Windmill Tower from the Animal Farm), Jeremy, Tortellini, Jack-in-the-Box, Justin, Chanticleer, Sparky, Benjamin (Animal Farm), Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Horses, Animal Farm's Sheep, Ivan, Animal Farm's Goat, Animal Farm's Geese, Fidget, Archive Footage of Maleficent's Lightning Flash (used for Red's sudden appearance), Red/Disguised Red, Archive Footage of Chernabog's hellfire (used for Red's torture to Napoleon from Animal Farm), Tony Toponi, and Claudandus)
 * Interlude (2): (Featuring: Aladdin, Miguel, Tulio, Alice, Osmosis Jones, Drix, Abu, Ludwig Von Drake, Snow White (D), the R.L.S. Legacy, XR, Mira Nova, Booster, Buzz Lightyear, Mr. Toad, Esmeralda, Tack, Jim Hawkins, the Iron Giant, Hogarth Hughes, Lilo Pelekai, Stitch, Captain Amelia, Mickey Mouse, Donald Duck, Goofy, Omar's Friends, Dizzy, Stretch, Omar, Anastasia Romanov, Dimitri, Milo Thatch, Dr. Doppler, Quasimodo, Orin, Cale Tucker, Ratty, Moley, Dr. Jumbaa, Pleakley, Shang, Morph, Archive Footage of the Destroyed Village from Mulan (used as for the remnants of Patch of Heavens), Maggie, Edmond, the League of Extraordinary Gentlemice, Basil, Pongo, the Great Owl, Bernard, Bianca, Roquefort, Snitter, Rowf, Charlie Barkin, Itchy, Jaq, Perdita, Orville, Garrett, Robin Hood, Maid Marian, Nemo, Princess Irene, Taran, Eilonwy, Schmendrick, Molly Grue, Prince Lir, the Unicorn/Lady Amalthea, Belle, Derek, Prince Phillip, Peter Pan, Curdie, Avatar, Hercules, Megara, Cinderella, Kida, Frodo Baggins, Crysta, Prince Cornelius, Kuzco, Pacha, the Beast, Devon Cornwall, Ayden, Kayley, Tom, Robyn Starling, Jerry, Jasper Badun, Horace Badun, Aunt Figg, Mr. Lickboot, the 99 Puppies, Rolly, Patch, Odette, Julie, Odette's Friends, Jean-Bob, Speed, John Darling, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Arthur (D), Puffin, Wendy Darling, Germaine, Archimedes (The Sword in the Stone), the Genie, Lady Kluck, the Lost Boys, Michael Darling, the Seven Dwarfelles, Thunderella, Snow White (Happily Ever After), Rex's Dinosaur Gang, Rex, Woog, Elsa, Dweeb, Stanley, Pinocchio (Pinocchio and the Emperor of the Night), Gorbash/Peter Dickison, Danielle, Aragh, Giles, Louie (We're Back! A Dinosaur's Story), Cecilia, the Seven Dwarfs, Clara, Pavlova, Scalawag, Igor, Hans/the Nutcracker Prince, Gee Willikers, Lt. Grumblebee, Sir Orin Nevile Smythe, Smythe's Horse, Maleficent, Hades, Jafar, Ommadon's Dragon Army (shown in Maleficent's vision), Ommadon (shown in Maleficent's vision), Bryagh (shown in Maleficent's vision), and Iago)
 * THE CHASE: (Featuring: Francis (Felidae), Pongo, Perdita, the Labrador (cameo appearance), Fagin, Charlie Barkin, Itchy, Danny (Cats Don't Dance), Jaune-Tom, Cruella De Ville, Thomas O'Malley, Dodger, Tito, Rita, Francis (Oliver and Company), Lady, Tom, Jerry, Jasper Badun, Horace Badun, the Tod (Plague Dogs), Rowf, Snitter, the 99 Puppies, Robespierre, Bluebeard, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Oliver, Tramp, Anne-Marie, Madam Medusa, Edgar, the Truck Driver (101 Dalmatians), Aunt Figg, Mr. Lickboot, Ferdinard, Sykes, Dr. J. "Sweetface" Applecheek, Napoleon (The Arisocats), Lafayette, Jock, Trusty, Einstein, Balto, Robyn Starling, Jenny Foxworth, Roscoe, Desoto, and Georgette)
 * Intermission: (Featuring: Jim Hawkins, Morph, Mushu, Cri-Kee, Mulan, Khan (Mulan), the Horned King, and the Cauldron Born)
 * BATTLE AT THE HORNED KING’S CASTLE
 * The Outskirts: (Featuring: Garrett, Dr. Facilier, Avatar, Frodo Baggins, Prince Phillip, Flora, Fauna, Merryweather, the Orcs, the Uruk-Hai, the Nazgûl, Robin Hood, Grishnákh, the Nottingham Villagers, Toby's Father (Robin Hood), Otto, Toby (Robin Hood), Sis, Peter Pan, Taran, the Beast, Skippy, Uglúk, Hercules, the Griffin (Quest for Camelot), Belle, Kuzco, Ruber, Metal Army, Pegasus, Curdie, the Queen of Hearts, the Card Soldiers, Weehawk, Elinore, the King of Hearts (cameo appearance), Flamingo Poles, Kayley, the Unicorn/Lady Amalthea, Archive Footage of Sharptooth's rampage scene (used for Rex's Dinosaur Gang's sudden appearance), Rex's Dinosaur Gang, Rex, Elsa, Woog, Dweeb, Snow White (Happily Ever After), Clara, Cinderella, Kida, Gorbash/Peter Dickison, Gurgi, Pinocchio (Pinocchio and the Emperor of the Night), Stanley, the Seven Dwarfelles, the Backson, Thunderella, Cecilia, Aragh, Sir Orin Nevile Smythe, Smythe's Horse, Danielle, Giles, Pacha, the Seven Dwarfs, Bladebeak, Denahi, the Beast's Servants, Lumiere, Cogsworth, the Sultan (Beauty and the Beast) (cameo appearance), Maurice, and Hans/the Nutcracker Prince)
 * Outside the Castle: (Featuring: Nemo, Icarus, Princess Camille, Professor Genius, Rothbart, Doc (Snow White and the Seven Dwarfs), Belle, Clavious, Zelda, Cinderella, Devon, Cornwall, Queen Gnorga, Crysta, Flora, Fauna, Merryweather, Odin (Atlantis: Milo's Return), Princess Irene, Turnip, Derek, Thumbelina, Rex's Dinosaur Gang, Rex, Elsa, Woog, Dweeb, Snow White (Happily Ever After), Louie (We're Back! A Dinosaur's Story), Stanley, Kuzco, Pacha, Taran, Eilonwy, the Beast's Servants, Cogsworth, Hercules, Lumiere, Denahi, Knuckles, the Seven Dwarfelles, Frodo Baggins, Fflewddur Fflam, Gurgi, Robin Hood, Clara, the Beast, Kayley, Avatar, Yzma, Kronk, Molly Grue, Batty Koda, Garrett, Ayden, Curdie, Incan Palace Guards, Aragorn, Sir Orin Nevile Smythe, Schmendrick, Prince Lir, Hans/the Nutcracker Prince, Megara, Pinocchio (Pinocchio and the Emperor of the Night), Peter Pan, Tinker Bell, the Wolf (Atlantis: Milo's Return) (cameo appearance), Thunderella, Weehawk, the Genie, the Unicorn/Lady Amalthea, Odette, Odette's Friends, Jean-Bob, Puffin, Speed, Stanley's Magical Flower, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), the Lost Boys, John Darling, Arthur (D), Bridget, Archimedes (The Sword in the Stone), Lady Kluck, and Julie)
 * Inside the Castle: (Featuring: Garrett, Kayley, the Beast, Avatar, Taran, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Peter Pan, the Horned King's Alliance, the Horned King, Crysta, Robin Hood, Nemo, Icarus, Prince Phillip, Samson, Curdie, Princess Irene, Denahi, Aragorn, Hercules, Derek, Jafar, Pacha, Clara, the Seven Dwarfs, Pinocchio (Pinocchio and the Emperor of the Night), Arthur (D), Louie (We're Back! A Dinosaur's Story), Cecilia, the Genie, Hades, Thumbelina, Cinderella, Snow White (Happily Ever After), Kida, Stanley, Stanley's Magical Flowers, Gorbash/Peter Dickison, Julie, the Wise Faction, Merlin, Rex, the Royal Council, King Stephan, the Horned King's Barbarian Guards, the King's Guards, King Papa's Knights, Creeper, Giles, Frodo Baggins, Figaro, Rothbart, Dr. Facilier, Ruber, the Metal Army, the Orcs, the Uruk-Hai, the Nazgûl, the Grand Duke (D), the King of France, Grishnákh, Sir Ector, Sir Kay, Queen Gnorga, King Llort, Trolls of Queen Gnorga (cameo appearance), Dark Thorny Creatures (Quest for Camelot), Archive Footage of Maleficent's Thorns (used as combination footage with that of the Dark Thorny Creatures'), Flora, Fauna, Merryweather, Mama Odie, Rafiki, Philoctetes, Kuzco, Bridget, Mother Nature, Archimedes (The Sword in the Stone), the Queen of Hearts, the Card Soldiers, Professor Genius, Flamingo Poles, Yzma, Incan Palace Guards, the Pagemaster, Odette's Friends, Jean-Bob, Kronk, Puffin, Odin (Atlantis: Milo's Return), Prince Lir, Zak Young, Weehawk, Clavious, Pacha, Zelda, Lady Kluck, Shadow Demons, the Seven Dwarfelles, Thunderella, Hans/the Nutcracker Prince, Prince Cornelius, Li'l Bee, Gnatty, Baby Bug, Batty Koda, Buzzbee, Odette, Sir Orin Nevile Smythe, Tinker Bell, Jafar's Monsters, the Minotaur, the Griffin (Hercules), Unknown Lizard Monster (Hercules), the Red Bull (Hercules), Germaine, Gandalf, Woog, Speed, Elinore, Little John, Pegasus, the Beast's Servants, Lumiere Cogsworth, Ommadon's Dragon Army, Ommadon, Bryagh, Scalawag, Igor, the Two-Headed Serpent, Gee Willikers, Lt. Grumblebee, Ayden, the Hydra (Star vs. The Forces Of Evil), Danielle, Devon, Cornwall, Maurice, the Cauldron Born, Turnip, Pavlova, the Lost Boys, the Headless Horseman, the Headless Horseman's Horse, the Red Bull (The Last Unicorn), Maid Marian, Mother Rabbit, Skippy, Sis, Tagalong, Eilonwy, Belle, Fflewddur Fflam, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, Zeus, Olympian Gods, Poseidon, Archive Footage of Atlantis flood (used for the Red Bull's incineration), and Hermes, Archive Footage of Agrabah's destruction (used for the destruction of the Horned King's citadel), Archive Footage of Jafar's disappearance (used for the escape of the heroes))
 * Interlude (3): (Featuring: Jim Hawkins, Shang, Mulan, Yao, Ling, Chien-Po, Shang's Horse (cameo appearance), the Chinese Imperial Army (cameo appearance), Mickey Mouse, Alice, Pinocchio (D), Quasimodo, Simba, Ariel, Flounder, Sebastian, Milo Thatch, Audrey Ramirez, Anastasia Romanov, Moses, Aaron, the Hebrews, Sinbad, Sinbad's Crew, Marina (Sinbad: Legend of the Seven Seas), Rat, Freddie, Ratty, Moley, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, Osmosis Jones, Colin MacLeod, Kenai, Bambi, Hogarth Hughes, the Iron Giant, Winnie the Pooh, Pooh's Friends, Rabbit, Tod (The Fox and the Hound), Hazel, Hazel's Rabbit's, Fiver, Dandelion, Big Wig, Pipkin, Blackberry, Silver, Hubie, Miguel, Tulio, Tiana, Naveen, Aladdin, Tarzan, Tack, Princess Yum-Yum, Omar, Abu, Jane Porter, and the Flying Carpet)
 * Interlude (4): (Featuring: Queen Grimhilde's Alliance, Queen Grimhilde, Captain Hook, Lord Maliss, El Supremo, Messina, Ogthar, Tzekel Kan, Ursula, Scar, Shere Khan, Zira, Drake, General Woundwort, Ozzy, Strut, Rinkus, Sierra, Niju, McLeach, Clayton, Amos Slade, Sinbad, Sinbad's Crew, Kale, Aladdin, Simba, Ariel, Tarzan, Quasimodo, Omar, Mickey Mouse, Pluto, Pooh's Friends, Winnie the Pooh, Piglet, Littlefoot's Friends, Littlefoot, Spike (Land Before Time), Ducky, Petrie, Pinocchio (D), Miguel, Tulio, Tack, Anastasia Romanov, Dimitri, Alice, Mr. Toad, Hogarth Hughes, Osmosis Jones, Drix, Milo Thatch, Vinny Santorini, Gaetan "Mole" Moliére, Dahlia, Colin MacLeod, Freddie, Hubie, Tiana, Naveen, Bambi, Faline, Kenai, Koda, Tod (The Fox and the Hound), Hazel's Rabbits, Dandelion, Big Wig, Blackberry, Hazel, the Iron Giant, Goofy, Donald Duck, Princess Jasmine, the Flying Carpet, Pongo, Perdita, Balto, Francis (Felidae), Lady, Tramp, Tom, Jerry, Danny (Cats Don't Dance), Jenna, Muk, Luk, Boris, Thomas O'Malley, Duchess, Charlie Barkin, Itchy, Jaune-Tom, Dodger's Gang, Rita, Tito, Francis (Oliver and Company), Rowf, Snitter, the Tod (Plague Dogs), Yzma, Kronk, Mechanical Attack Squid, Chief Blue Meanie, Rhoga, Thudd, Mowgli, Bagheera, Baloo, Tantor, Terk, 26's Friends, 26, Kex Bradley, Mara, Spazz, Richard Tyler, Mechanical Dinosaur Robots, Richard Tyler's Friends, Adventure, Horror, Fantasy, Fly, Sebastian, Chuck, Stella, Sasha (Help! I'm a Fish), Flounder, Joe's Fish Army, the Shark (Help! I'm a Fish), Fish Soldiers, Joe, Merlin, Garrett, Ayden, Peter Pan, the Seven Dwarfs, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Dopey, Tinker Bell, and the Forest Animals (Snow White and the Seven Dwarfs))
 * BATTLE AGAINST GRIMHILDE:
 * Part 1: Outside the Castle (Featuring: Simba, the Lionesses, the Blue Meanies, Chief Blue Meanie, Max (Yellow Submarine), the Four-Headed Dog, Apple Bonkers, Hidden-Persuader Men, Aladdin, Mickey Mouse, the Iron Giant, Peter Pan, the Forest Animals (Snow White and the Seven Dwarfs), the Seven Dwarfs, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Common-Blue Meanies, Anti-Music Missile, Timon, Osmosis Jones, Archive Footage of Grewnge's blast shot, (used to represent the Anti-Music Missile's attack), Dahlia, Countdown Clowns, Pluto, Jack-the-Nippers, the Dreadful Flying Glove, Donald Duck, Goofy, Snapping-Turtle-Turks, Yzma, Kronk, Mechanical Attack Squid, Drix, Freddie, Colin MacLeod, Batso, Scowl, Dopey, Grumpy, Tinker Bell, and Queen Grimhilde)
 * Part 2: Inside the Castle (Featuring: Ogthar, Rhoga, Thudd, Queen Grimhilde/the Hag, 26, 26's Friends, Spazz, Mechanical Dinosaur Robots, Kex Bradley, Mara, Baloo, Tantor, Terk, Captain Hook, Captain Hook's Pirates, Mullins, Turk, Bagheera, Aladdin, Mickey Mouse, Pluto, Donald Duck, Goofy, Richard Tyler, Peter Pan, Tinker Bell, El Supremo, Messina, Lord Maliss/Dragon Maliss, Mowgli, Princess Jasmine, Colin MacLeod, El Supremo's Military, Timon, Pumbaa, the Seven Dwarfs, Archive Footage of Snake Jafar (used to represent Messina's snake form), Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance) (used to represent Messina's snake form), Simba, Daffers, Scotty, Richard Tyler's Friends, Adventure, Fantasy, Horror, Dahlia, Freddie, Big-Ben (Freddie as F.R.O.7), Abu, and the Ogthar's Mechanical Scorpion)
 * Interlude (5): Arthur (The Sword in the Stone), Archimedes (The Sword in the Stone), Merlin, Taran, Eilonwy, Kida, Hercules, the Seven Dwarfelles, Fflewddur Fflam, Megara, Philoctetes, Pegasus, Clara, the Marahute, Figaro, Orville, Cody, Gee Willikers, the League of Extraordinary Gentlemice, Basil, Fievel, Bernard, Bianca, Pinocchio (Pinocchio and the Emperor of the Night), Timothy Q. Mouse, Mrs. Brisby, Roquefort, Jaq, Gus (Cinderella), Igor, Scalawag, Hans, Toby (The Great Mouse Detective), Dumbo, Pavlova, Monstro, Rocko, Uncle Drosselmeier, Geppetto (Pinocchio and the Emperor of the Night), Geppetto (D), King Triton/Polyp Triton, the Vultures (The Jungle Book), Hazel, General Woundwort, Woundwort's Rabbits, Tod (The Fox and the Hound), and Bambi)
 * Part 3: Under the Sea: (Featuring: Ariel, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Arthur (The Sword in the Stone), Flounder, Joe's Fish Army, Crab General, Crab Soldiers, Joe, the Shark (Help! I'm a Fish), Ursula, Flotsam, Jetsam, Archive Footage of the Octopus (Help! I'm a Fish) (used to represent Ursula's attacks), Sebastian, Marina Del Ray, Electric Eels, the Piranhas (Help! I'm a Fish), and Monstro)
 * Part 4: On the Cliffs: (Featuring: Pooh's Friends, Eeyore, Winnie the Pooh, Piglet, Tigger, Rabbit, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time, Ducky, Petrie, Hazel's Rabbits, Hazel, Fiver, Blackberry, Woundwort's Rabbits, Bambi, Tiana, Naveen, Silver, Big Wig, Dandelion, Hyzenthlay, Blackavar, Captain Holly, Pipkin, the Vultures (The Jungle Book), Archimedes (The Sword in the Stone), Kida, General Woundwort, Tod (The Fox and the Hound), Kenai, Niju, Drake, McLeach, Ray, Louis, Koda, Ariel, Flounder, Monstro, Arthur (The Sword in the Stone), Fly, Joanna, Faline, the Dog (Watership Down), the Hunter's Dogs (Bambi), and Scuttle)
 * Part 5: Ocean Battle (First Half): (Featuring: Sinbad, Sinbad's Crew, Marina (Sinbad: Legend of the Seven Seas), Tarzan, Professor Archimedes Porter, Prince Eric, Quasimodo, Milo Thatch, Tack, Princess Yum-Yum, Captain Hook, Hook's Pirates, Turk, Mullins, Miguel, Jed, Rat, Bill Jukes, Hubie, Anastasia Romanov, Black Murphy, Omar's Friends, Stretch, Wibbles, Omar, Starkey, Jiminy Cricket, Pinocchio (D), Long John Silver's Pirates (Archive Footage, used to represent Captain Hook's Pirate Crew's attacks), Ratty, Mr. Toad, the March Hare, Jane Porter, Alice, Marina (The Pebble and the Penguin), the Thief, Morgana, Tulio, Chel, Dimitri, Ariel, Kida, Messina, Captain Phoebus, Cetus/The Kraken (Archive Footage, used to represnt Messina's monster and final form), the Octopus (The Legend of Tarzan) (Archive Footage, used to represent Messina/Cetus' attacks), Vinny Santorini, Gaetan "Mole" Moliére, the Kraken (Atlantis: Milo's Return) (Archive Footage, used to represent Messina/Cetus' attacks), Scuttle, Tantor, Cloak, Dagger, Angel, Undertow (cameo), Dizzy, Proteus, King Dymas' Guards, Kale, and Esmeralda)
 * Part 6: Ocean Battle (Second Half): (Featuring: Pinocchio (Pinocchio and the Emperor of the Night), the League of Extraordinary Gentlemice, Basil, Cody, Clara, Pavlova, Scalawag, Igor, Monstro, Fievel, Mrs. Brisby, Timothy Q. Mouse, Roquefort, Tiger (An American Tail), Dumbo, Hans/the Nutcracker Prince, Dr. Dawson, Gus (Cinderella), Justin, Gee Willikers, Lt. Grumblebee, Bernard, Bianca, Esmeralda, Kida, Miguel, Altivo, Anastasia Romanov, Jaq, Hubie, Ursula, Arthur (The Sword in the Stone), Chuck, Flounder, Sebastian, Sinbad's Crew, Rat, Spike (Sinbad: Legend of the Seven Seas), Marina (Sinbad: Legend of the Seven Seas), Tarzan, Pinocchio (D), Ratty, Moley, Omar, Tack, Alice, the Mad Hatter, the March Hare, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time), Pooh's Friends, Winnie the Pooh, Piglet, Rabbit, Eeyore, Ducky, Petrie, Tulio, Chel, Eric's Crew, Dimitri, Tigger, Sinbad, Kale, Luca, Jed, Audrey Ramirez, Proteus, Captain Phoebus, Prince Eric, Milo Thatch, Quasimodo, Princess Yum-Yum, Professor Archimedes Porter, Jake, Angus MacBadger (cameo appearance), and Mr. Toad)
 * Cutscene: (Featuring: Hazel's Rabbits, Hazel, Blackberry, Silver, Big Wig, Bambi, Faline, Tod (The Fox and the Hound), Sinbad's Crew, Luca, Jed, Grimsby, Pinocchio (D), Milo Thatch, Spike (Sinbad: Legend of the Seven Seas), Sinbad, Hubie, Marina (The Pebble and the Penguin), Rocko, Ariel, Uncle Drosselmeier, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Geppetto (Pinocchio and the Emperor of the Night), Gee Willikers, Figaro, Geppetto (D), Esmeralda, the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time), Ducky, Petrie, Dumbo, Fievel, the Iron Giant, Koda, Kenai, Osmosis Jones, Drix, Tiana, Naveen, 26's Friends, 26, Kex Bradley, Mara, Ogthar's Mechanical Robots, Pooh's Friends, Winnie the Pooh, Rabbit, Alice, Aladdin, Princess Jasmine, Simba, Tack, Tarzan, Tantor, Terk, Omar, Quasimodo, the Seven Dwarfs, Peter Pan, Merlin, Miguel, Tulio, Richard Tyler, Arthur (The Sword in the Stone), Penny, Freddie, Daffers, Scotty, Mickey Mouse, Goofy, Donald Duck, Mowgli, Baloo, Spazz, Pluto, Dahlia, Anastasia Romanov, Dimitri, Vladimir (Anastasia), Mechanical Scorpion, Bernard, Bianca, Ratty, Moley, Ogthar, Chel, Queen Grimhilde/the Hag, Richard Tyler's Friends, Adventure, Louis, Ogthar's Dinosaur Army, Giganotosaurus, Allosaurus, Marina (Sinbad: Legend of the Seven Seas), Albertosaurus, Timon, Pumbaa, Spinosaurus, Baronyx, Jaq, Fiver, Captain Holly, Pipkin, Hyzenthlay, Velociraptors (Land Before Time), Deinonychus, Utahraptors, Rhoga, Thudd, Eeyore, Tigger, the March Hare, the Mad Hatter, Jiminy Cricket, the Flying Carpet, and Jane Porter)
 * Intermission (3): (Featuring: Polyp Triton/King Triton, Tzekel Kan, Tzekel Kan's Acolyte, Stone Jaguar, the R.L.S. Legacy, XR, Buzz Lightyear, Jim Hawkins, Morph, Shang, Mickey Mouse, Pooh's Friends, Rabbit, the Mad Hatter, Goofy, Taran, Eilonwy, Alice, Fflewddur Fflam, Donald Duck, Gurgi, Roo, Froglip's Goblins, Piglet, Winnie the Pooh, Eeyore, Tigger, Pluto, Pterano, Rafiki, Tarzan, Scuttle, and Triceratops (Land Before Time))
 * Part 7: Dino Attack (First Half): (Featuring: Littlefoot's Friends, Littlefoot, Cera, Ducky, Petrie, Spike (Land Before Time), Pinocchio (D), Jiminy Cricket, Aladdin, the Flying Carpet, Simba, Anastasia Romanov, Kenai, Koda, Rutt, Tuke, Zira, Tiana, Louis, Ray, Omar, Shenzi, Banzai, Ed, Mrs. Brisby, Fievel Mousekewitz, Colin MacLeod, Nuka, Dahlia, the League of Extraordinary Gentlemice, Bernard, Ozzy, Strut, Roquefort, Dumbo, Timothy Q. Mouse, Esmeralda, Archimedes, Scar, Justin, Rinkus, Bianca, Naveen, Jake, Sparky, Sierra, Tinker Bell, Peter Pan, Pooka, Dimitri, Timon, Basil, Dr. Dawson, Oghtar's Dinosaur Army, Deinonychus, Nala, Pumbaa, Quasimodo, Phoebus, Abu, Albertosaurus, Archive Footage of the T-Rex (Aladdin) (used to represent Albertosaurus' attacks), Mr. Toad, Angel, Baryonyx, Arthur (D), Penny, Omar's Friends, Dizzy, Jaq, Gus (D), Hercules, Pegasus, Megara, Princess Jasmine, Milo Thatch, Kida, Spinosaurus, and Djali)
 * Part 8: Dino Attack (Second Half): (Featuring: Ogthar's Mechanical Robots, 26's Friends, Kex Bradley, Mara, Spazz, Rhoga, Thudd, Richard Tyler's Friends, Richard Tyler, Fantasy, Adventure, Horror, Bagheera, Baloo, Terk, Tantor, the Thief, Tack, Kaa, Princess Yum-Yum, Shere Khan, Chel, Miguel, Tulio, Bambi, Tod (D), Velociraptors (Land Before Time), Utahraptors, Jane, Professor Archimedes, Archive Footage of the Velociraptors (Tarzan) (used to represent the Velociraptors' attacks from Land Before Time), the Seven Dwarfs, Dopey, Grumpy, Vixey, Giganotosaurus, Allosaurus, the Forest Animals (Snow White and the Seven Dwarfs), and Altivo)
 * Part 9: Battle at the Dam: (Featuring: Froglip's Goblins, Mickey Mouse, Donald Duck, Goofy, Pooh's Friends, Winnie the Pooh, Rabbit, Tigger, Piglet, Eeyore, Prince Froglip, Taran, Alice, the March Hare, the Mad Hatter, the Goblin King, the Goblin Queen, Pluto, and Froglip's Cat (cameo appearance))
 * Part 10: Battle at the Gorge: (Featuring: Sinbad, Ariel, Flounder, Sebastian, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Archive Footage of Alameda Slim's Gun (used to represent the villains attacks), Freddie, Daffers, Scotty, Clayton's Men, Cody, Clara, Hubie, Rocko, Sabor, Hazel's Rabbits, Hazel, Fiver, Big Wig, Silver, Dandelion, Pipkin, Blackberry, Pinocchio (Pinocchio and the Emperor of Night), Lumpjaw, Marina (Sinbad: Legend of the Seven Seas), German Poacher's Hunters, Scalawag, Igor, German Poacher, Kehaar, Hans/the Nutcracker Prince, Littlefoot's Friends, Ducky, Petrie, Aladdin, Princess Jasmine, Simba, Omar's Friends, Colin MacLeod, Hyzenthlay, Tiana, Naveen, Louis, Ray, Kenai, Tod (D), Bambi, Basil, Utahraptors, Abu, Quasimodo, Tack, Miguel, Tulio, Velociraptors (Land Before Time), Littlefoot, Clayton, Tarzan, Scuttle, Daddy Topps, Grandpa Longneck, Mama Swimmer, Koda, Bagheera, Dahlia, Richard Tyler, Kex Bradley, Omar, Archimedes (The Sword in the Stone), the League of Extraordinary Gentlemice, Roquefort, McLeach, Kosh, the Seven Dwarfs, Happy, Sleepy, Princess Yum-Yum, Cera, Joanna, Mrs. Brisby, Spike (Land Before Time), Milo Thatch, Kida, Archive Footage of the Poacher's Gun (The Plague Dogs) (used to represent Clayton's attacks), Dumbo, Ratty, Moley, Anastasia Romanov, Archive Footage of the Triceratops (Legend of Tarzan) (used to represent the Triceratops' attacks from Land Before Time), Triceratops (Land Before Time), Archive Footage of Alexander Anderson's bayonet (used to represent the Triceratops' pierce through Clayton's body), Archive Footage of Light Yagami's death scene (used to represent Clayton's brutal death), Megara, Tantor, Baloo, Terk, Jiminy Cricket, Timon, Pumbaa, Esmeralda, the Vultures (Jungle Book), Nala, Hercules, Sinbad's Crew, Luca, Rat (Sinbad: Legend of the Seven Seas), Froglip's Goblins, the Goblin Queen, the Goblin King, Taran, Pooh's Friends, Rabbit, Tigger, Roo, Winni the Pooh, Piglet, Alice, Mickey Mouse, Donald Duck, Goofy, Prince Froglip, Eilonwy, Fflewddur Fflam, and Tinker Bell)
 * Part 11: Battle for the Ruby Sunstone: (Featuring: 26, Mowgli, Ogthar's Mechanical Scorpion, Ogthar, Peter Pan, the Seven Dwarfelles, Muddy, Marina (Happy Ever After), Critterina, Sunburn, Thunderella, Hercules, Tarzan, Sinbad, Marina (Sinbad: Legend of the Seven Seas), Queen Grimhilde/the Hag, Amos Slade, Chief (The Fox and the Hound), Nessus, Tack, Miguel, Tulio, Figaro, Steele, Zazu, Abu, Ratty, Tod (The Fox and the Hound), Pongo, Perdita, Bambi, Snitter, Boris, Taran, Eilonwy, Ogthar's Dinosaur Army, Albertosaurus, Milo Thatch, Bagheera, Terk, Kenai, Spinosaurus, Quasimodo, Aladdin, Balto, Allosaurus, Giganotosaurus, Pooh's Friends, Tigger, Koda, Winnie the Pooh, Rabbit, Roo, Eeyore, Piglet, Alice, Vixey, Mickey Mouse, Tantor, the League of Extraordinary Gentlemice, Bernard, Baryonyx, Timon, Pumbaa, Pinocchio (D), Baloo, Ariel, Flounder, Colin MacLeod, Hazel, Stone Jaguar, Tzekel Kan, the Flying Carpet, Simba, King Triton, Pterano, Princess Yum-Yum, 26's Friends, Kex Bradley, Omar, Pluto, Littlefoot's Friends, Cera, Petrie, Spike (Land Before Time), Blossom, Moonbeam, the Vultures (Snow White and the Seven Dwarfs), Littlefoot, and Ducky)
 * Epilogue: (Featuring: Velociraptors (Land Before Time), Tzekel Kan, Captain Hook, Captain Hook's Pirates, Archive Footage of Luke Valentine's death by the Baskerville (used to represent Tzekel Kan's brutal death by the Velociraptors from The Land Before Time), the Animal Cruelty Squad, Amos Slade, Madam Medusa, Edgar, Chief (The Fox and the Hound), Steele, Copper, Lord Maliss/Dragon Maliss, the Blue Meanies, Chief Blue Meanie, Common Blue Meanie, the Magic Mirror, Allosaurus, Puppetino, King Triton, Ariel, Littlefoot's Friends, Spike (Land Before Time), Ducky, Mama Swimmer, Petrie, Petrie's Mother, Cera, Daddy Topps, Littlefoot, Grandpa Longneck, Grandma Longneck, the Vultures (Jungle Book), Jim Hawkins, Morph, Mulan, Shang, Patch of Heaven's Farm Animals, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Patch of Heaven's Cows, Ollie, Patch of Heaven's Piggies, Jeb, Patch of Heaven's Ducks, Larry, Patch of Heaven's Hens, Audrey (Home on the Range), Wilbur, Charlotte, Edmond's Friends, Edmond, Snipes, Patou, Peepers, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Tin Soldier, the Animal Farm's Animals, Benjamin (Animal Farm), the Animal Farm's Cows, Scar's Alliance, Scar, the Grand Duke of Owls, the Mouse King, Zira, Shere Khan, Kaa, Drake, Ozzy, Strut, Rinkus, Sierra, Shenzi, Banzai, Ed, McLeach, Cobra Bubbles, Archive Footage of Quasimodo's father arrest scene (used to represent McLeach's arrest by Cobra Bubbles), Prince John, the Sheriff of Nottingham, Sir Hiss, Trigger, Nutsy, the Colonel, Ratcliffe's Colonists, Ratcliffe, Bearded Crew Member, Wiggins, Pocahontas, John Smith, Spirit, Larn, Grandmother Willow, Teegra, Darkwolf, Little Creek, the Colonel's Soldiers, the Colonel's Horses, Emperor Zurg's Alliance, Emperor Zurg, Marcus' Alliance, Marcus Octavius, Thrax, Gantu, Scroop, Zygon, Warp Darkmatter, Joseph Korso, Preed, the Drej Queen, Shan-Yu, the Hun Army, Elite Hun Soldiers, Kent Mansley, Tyler, Blackwolf, Lambert, Chernabog's Legion of Darkness, the Emperor of the Night, Hexxus, Belladonna, B.L. Zebub, Red, the Nightmare King, Maleficent and Mok's Alliance, Maleficent, Maleficent's Goons, Mok, the Horned King, Dr. Facilier, Ruber, Rothbart, Yzma, the Queen of Hearts, Queen Gnorga, Eris, Frollo, Gaston, Pete, Zigzag, King One-Eye, Lady Tremaine, Anastasia Tremaine, Holli Would, Rasputin, Jafar, Iago, and Hades)
 * Heroes Assemblance: (Featuring: Merlin, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Moses, the Hebrews, Garrett, Kayley, the Beast, Bagheera, Mowgli, Richard Tyler's Friends, Richard Tyler, Fantasy, Horror, Adventure, Nemo, Hogarth Hughes, the Iron Giant, Balto, Muk, Luk, Boris, Kenai, Koda, Spirit, Pocahontas, John Smith, Peter Dickison/Gorbash, Danielle, Giles, Kuzco, Pacha, Avatar, Elinore, Stanley, Stanley's Magical Flowers, Bambi, Faline, Tod (The Fox and the Hound), Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Pongo, Perdita, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Francis (Felidae), Bluebeard, Wilbur, the League of Extraordinary Gentlemice, Bernard, Bianca, the Animal Farm's Animals, Benjamin (Animal Farm), the Animal Farm's Cows, the Animal Farm's Horses, the Animal Farm's Goat, Basil, Taran, Robin Hood, Frodo Baggins, Alice, Larn, Teegra, Peter Pan, Curdie, Princess Irene, Dumbo, Timothy Q. Mouse, Rex's Dinosaur Gang, Rex, Dweeb, Elsa, Woog, Duchess, Thomas O'Malley, Duchess' kittens, Marie, Berlioz, Toulouze, Tom, Jerry, Dodger, Francis (Oliver and Company), Rita, Einstein, Oliver, Crysta, Hubie, Lady, Tramp, Danny (Cats Don't Dance), Fievel Mousekewitz, Mrs. Brisby, Jaune-Tom, Rowf, Snitter, Charlie Barkin, Clara, Pinocchio (Pinocchio and the Emperor of Night), the Seven Dwarfs, Doc, Happy, Sleepy, Sneazy, Bashful, Dopey, Snow White (Happy Ever After), the Seven Dwarfelles, Muddy, Thunderella, Critterina, Blossom, Sunburn, Marina (Happily Ever After), Moonbeam, 26's Friends, 26, Kex Bradley, Mara, Spazz, the Unicorn, Schmendrick, Hercules, Megara, Tack, Miguel, Tulio, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Odette/Swan Odette, Derek, Omar, Pinocchio (D), Quasimodo, Phoebus, Esmeralda, Milo Thatch, Audrey Ramirez, Orin, Aviana, Cale Tucker, Akima Kunimoto, Julie, Germaine, Colin MacLeod, Freddie, Daffers, Scotty, Tiana, Naveen, Anastasia Romanov, Osmosis Jones, Drix, Buzz Lightyear, Mira Nova, Booster, XR, Sinbad, Sinbad's Crew, Kale, Jin, Luca, Tarzan, Hazel's Rabbits, Hazel, Fiver, Big Wig, Silver, Dandelion, Pipkin, Blackberry, Hyzenthlay, the Spring Sprite, Lilo Pelekai, Stitch, Pooh's Friends, Winnie the Pooh, Piglet, Rabbit, Littlefoot's Friends, Littlefoot, Cera, Ducky, Petrie, Spike (Land Before Time), Ariel, Simba, Nala, Timon, Pumbaa, Mulan, Shang, Jim Hawkins, Mickey Mouse, Donald Duck, Goofy, and Aladdin)
 * Post-Credits Cutscene: (Featuring: Chernabog)

Round 16:

 * PROLOGUE: (Featuring: Chernabog's Legion of Darkness, Chernabog, the Nightmare King, the Emperor of Night, Red, B.L. Zebub, Hexxus, Belladonna, Maleficent and Mok's Alliance, Maleficent, Maleficent's Goons, Mok, Diablo the Raven, Claude Frollo, Yzma, Dr. Facilier, Hades, Rasputin, Ruber, Rothbart, Scar, Shere Khan, Jafar, Iago, Gaston, Pete, Captain Hook, the Queen of Hearts, Lady Tremaine, Queen Gnorga, Queen Gnorga's Dog, Holli Would, Zigzag, One-Eyes, King One-Eye, Slave Women of King One-Eye, Lord Maliss, Puppetino, Bridget, Shenzi, Banzai, Ed, Pain, Panic, the Horned King, King Llort, Eris, Mok's Supercomputer, Pitch Black (heard in Mok's supercomputer), Anastasia Tremaine, Drizella Tremaine, the Daleks (heard in Mok's supercomputer), Mr. Smee, the Xenomorph Queen (heard in Mok's supercomputer), Bladebeak, Bartok, Insects (Anastasia), Facilier's Shadow Demons, Marcus Octavius, Kyala, Marcus' Troops, the Lab Director, Zip, Tyler, the Lizardmen, Blackwolf's Army, Blackwolf's Mutants, Blackwolf, Lambert, Emperor Zurg's Alliance, Emperor Zurg, the Drej Queen, Captain Gantu, Major Tagani, Zygon, Thrax, Joseph Korso, Scroop, Warp Darkmatter, Preed, New York's Citizens (Highlander: The Search for Vengeance), Marcus' Alliance, Kent Mansley, Shan-Yu, the Hun Army, Scar's Alliance, the Grand Duke of Owls, the Mouse King, the Mouse King's Mice, Zira, Hunch, Kaa, Drake, Ozzy, Strut, Rinkus, Sierra, Clavious, Destane/Archmage, Archive Footage of John Smith's disguise (used for the disguise of the Archmage), Zelda, Saruman, Madam Mim, Grima Wormtongue, Helga Sinclair, Cobra Bubbles (shown in flashback), Lilo Pelekai (shown in flashback and present), Stitch (shown in flashback and present), King Stefan, Queen Leah, Belle, Sinbad, Marina, Princess Jasmine, Ariel, Esmeralda, Anastasia Romanov, Dimitri, Alice, Merlin, Balto, Donald Duck, Panchito Pistoles, José Carioca, Nemo, Simba, Littlefoot, Littlefoot's friends, Spike (Land Before Time), Ducky, Petrie, Arthur (Sword in the Stone), Teegra, Pocahontas, Colin MacLeod, Tarzan, Omar, Bambi, Faline, the Fearless Four, Buster, Gwendoly, Fred, Tortellini, Kuzco, Taran, Peter Pan, 26, 26's friends, Kex Bradley, Mara, Winnie the Pooh, Pooh's friends, Piglet, the Unicorn, Hercules, Mulan, Avatar, the Seven Dwarfs, Orin, Buzz Lightyear, Cale Tucker, Akima Kunimoto, Odin (Heavy Metal 2000), the Iron Giant, Robin Hood, Rex, Rex's Dinosaur Gang, Dweeb, Elsa, Woog, Mickey Mouse, Aladdin, Abu, Jim Hawkins, the Beast, Milo Thatch, Julie, Kerrie, Mowgli, Garrett, Kayley, the Spring Sprite, the Elk, Sir Peter Dickison/Gorbash, Sir Orin Neville Smythe, Pinocchio (Disney), Osmosis Jones, Cinderella, Tack, Patch of Heaven's cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Francis (Felidae), Bluebeard, Basil, Dr. Dawson, Moses, Brer Rabbit, Tulio, Miguel, Goofy, Khan (Mulan), the Flying Carpet, the Grand Councilwoman, the Galactic Federation, Commander Nebula, Dagg Dibrimi, Silica, Arthur (Starchaser: The Legend of Orin), Captain Amelia, Drix, Pleakley, Team Lightyear, XR, Mira Nova, Booster, Dr. Jumba, Hogarth Hughes, Hazel, Kenai, Kala, Baloo, Timon, Pumbaa, Tod (The Fox and the Hound), Grandpa Longneck, Grandma Longneck, Daddy Topps, the Vultures (Jungle Book), Richard Tyler, Richard Tyler's friends, Adventure, Fantasy, Horror, Cera, Spazz, Big Wig, Dandelion, Fiver, Blackberry, Captain Holly, Rutt, Tuke, Jane Porter, Nala, Rabbit, Koda, Tantor, Terk, the Lionesses, Bagheera, Pipkin, Silver, Tigger, Eeyore, Pongo, Perditta, Francis (Oliver and Company), Tito, Einstein, Oliver, Charlie Barkin, Itchy, Mewsette, Danny, Sawyer, Colonel (One Hundred and One Dalmatians), Sergeant Tibbs, Lafayette, Tom, Jerry, the Tod (Plague Dogs), Rowf, Snitter, Trusty, Jock, Georgette, Napoleon (Aristocats), Kong, Rita, Lady, Scat Cat, the Alley Cats, Dodger, Tramp, Duchess, Duchess' kittens, Thomas O' Malley, Jaune-Tom, Robespierre, the 99 pupies, the League of Extraordinary Gentlemice, Olivia Flaversham, Mrs. Brisby, Bernard, Bianca, Dumbo, Timothy Q. Mouse, Tin Soldier, Ballerina, Fievel Mousekewitz, Tiger, Jan Mouse, Jaq, Gus (Cinderella), Roquefort, Tony Toponi, Jake, Justin, Mr. Ages, Edmond, Edmond's friends, Patou, Snipes, Peepers, Charlotte, Chanticleer, Goldie, Buck, Wilbur, Benjamin (Animal Farm), the Animal Farm's animals, Tiana, Naveen, Professor MacKrill, Fly, Ludwig von Drake, Louis, Scuttle, Sebastian, Flounder, Captain Neweyes, Ray, Chuck, the Royal Council, the King (Cinderella), King Hubert, the Sultan (Aladdin), Razoul, the Royal Guards (Aladdin), Sir Ector, Sir Kay, the Emperor (Mulan), Chi-Fu, the Wise Council, Gandalf, Flora, Fauna, Merryweather, Grandmother Willow, Carolinus, Princess Milisandre, Rafiki, Magi Lune, the Great Owl, Mama Odie, Hen Wen, Mother Nature, the Pagemaster, the Blue Fairy, Great Great Grandmother Irene, the Good Fairy, Archimedes (The Sword in the Stone), Nicodemus, Mousekewitz family, Papa Mousekewitz, Tanya Mousekewitz, John Smith, "Holy Landers", Zeek, Captain Li Shang, Cyrus, Quasimodo, Phoebus, Team Atlantis, Vinny Santorini, Victor, Hugo, Laverne, the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, the Sultan (Beauty and the Beast), Little John, Maurice, Prince Philip, Dahlia, Atlanteans, Joshua Sweet, Audrey Ramirez, Germaine, Morph, Mushu, Crik-Kee, John Silver, and the Illuminati)
 * Space Battle: (Featuring: Emperor Zurg's Alliance, Zygon's Admiral, Zygon's Armada, Captain Gantu, the Galactic Federation, the Federation's Armada, the Grand Councilwoman, Team Lightyear, Buzz Lightyear, Booster, Arthur (Starchaser: The Legend of Orin), Orin, Dagg Dibrimi, Cale Tucker, Akima Kunimoto, Lilo Pelekai, Stitch, Hornets, Regular-Hornets, Dr. Doppler, Osmosis Jones, Aviana, Silica, Stith, Star Command's Space Rangers, Mira Nova, XR, Zygon's Droids, Major Tagani, Emperor Zurg, Zygon, BEN, Captain Amelia, Dr. Jumba, Gune, Warp Darkmatter, Jim Hawkins, Drix, Morph, Pleakley, Scroop, Preed, Joseph Korso, John Silver, the Drej, Drej Air Soldiers, the Drej Queen, Commander Nebula, the Iron Giant, Hogarth Hughes, Thrax, Grubs, and Leah Estrogen)
 * Battle of the Holy Land: (Featuring: the Lizardmen, Quasimodo, Djali, Esmeralda, the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, the Sultan (Beauty and the Beast), Tyler, Lambert, Aladdin, Simba, Robin Hood, Little John, Blackwolf's Army, Blackwolf's Mutants, the Beast, the Wardrobe, Captain Li Shang, the Chinese Imperial Army, Mulan, John Smith, Sir Ector, Sir Kay, Peter Pan, Prince Philip, Captain Phoebus, Marcus' Troops, Team Atlantis, Milo Thatch, Audrey Ramirez, Joshua Sweet, Vinny Santorini, Atlanteans, Marcus' Sergeant, the Nottingham Villagers, John Smith's Colonists, Ben, Lon, Maurice, the Lionesses, Nala, Khan (Mulan), Shan-Yu, Julie, Hayabusa the Falcon, Colin MacLeod, Dahlia, the Hun soldiers, Germaine, Kerrie, Elite Hun Soldiers, the Nazis (Wizards), Maid Marian, Blackwolf, Archive Footage of the Snake from the Legend of Tarzan: (The Gauntlet of Vengeance) (used to represent Blackwolf's form of a snake), U.S. Military, Buzz Lightyear, the Flying Carpet, Shang's Horse, Samson, "Holy Landers", Victor, Hugo, Laverne, Mushu, Kida, Belle, Zeek, Princess Jasmine, Yao, Ling, Chien-Po, John Silver, Crik-Kee, Jim Hawkins, Odin (Heavy Metal 2000)/Arakacian, and Morph)
 * Fight against Marcus: (Featuring: Marcus Octavius, Aladdin, Stitch, Prince Philip, Milo Thatch, Shang, Buzz Lightyear, Malike, Kyala, Mira Nova, Abu, and Kent Mansley, Archive Footage of Nobuyuki Sugou's defeat (used to represent Marcus' defeat by Mansley))
 * Interlude 1: (Featuring: Rothbart, Lady Tremaine, the Queen of Hearts, Lord Maliss, Puppetino, the Blue Meanies, Chief Blue Meanie, Amos Slade, Steele, Copper, the Wise Council, Merlin, Mickey Mouse, Donald Duck, Goofy, Gandalf, Mama Odie, the Blue Fairy, Willie the Giant, Eris, and the Roc)
 * Forces of Hercules vs. Forces of Rothbart: (Featuring: the Seven Dwarfs, Avatar, Weehawk, Pongo, Perditta, Crysta, Ariel, Hercules, Miguel, Tulio, Curdie, Princess Irene, Mowgli, Rothbart/the Great Animal, Tarzan, Nemo, Icarus, Princess Camille, Professor Genius, Lady Tremaine, Lucifer, Lord Maliss/Dragon Maliss, Puppetino, the Queen of Hearts, Anastasia Romanov, Kuzco, Pacha, Clara, Richard Tyler, Richard Tyler's friends, Adventure, Horror, Fantasy, Pinocchio (Pinocchio and the Emperor of Night), the Card Soldiers, Dimitri, Danny, the King of Hearts, Flamingo Pole, Playing Cards, Tom, Jerry, Elinore, Mr. Toad, the Blue Meanies, Chief Blue Meanie, Brer Rabbit, Peter, Sasha (Melody Time), Countdown Clown, José Carioca, Jock, Trusty, Lady, Four-Headed Dog, Tramp, Bongo, Duchess, Pecos Bill, Widowmaker, Allosaurus, Bambi, Flit, Meeko, Pocahontas, Kenai, Faline, Jane Porter, Sebastian, Wendy Darling, Bagheera, Pumbaa, Tito, Napoleon (Aristocats), Lafayette, Francis (Felidae), Mendel's Experiments, Gee Willikers, Lt. Grumblebee, Oliver, Sergeant Tibbs, the 99 puppies, Zak Young, Batty Koda, Abis Mal, Balto, Louie, Cecilia, Stanley, Snow White (Happily Ever After), the Seven Dwarfelles, Jaune-Tom, Gus (A Troll in Central Park), Drizella Tremaine, Rex, Jenna, the Vultures (Jungle Book), Tantor, Cinderella, Ratty, Moley, Anastasia Tremaine, Panchito Pistoles, Prince Cornelius, Aurora, Flounder, King Triton, the Gorillas, Terk, Grumpy, Snow White (Disney), Taran, Eilonwy, Charlie Barkin, Itchy, Timon, and Ivan)
 * An Old Face:(Featuring: Littlefoot, Littlefoot's friends, Cera, Spike (Land Before Time), Petrie, Ducky, 26's friends, Kex Bradley, 26, Mara, Spazz, and the Tyrannosaurus Rex (Fantasia))
 * Pooh and co. vs. Gnorga: (Also featuring: Pooh's friends, Rabbit, Piglet, Rowf, Snitter, Pinocchio (Disney), Amos Slade, Alice, the Tod (Plague Dogs), Tigger, the Hunter's Dogs (Bambi), King Llort, Jiminy Cricket, the Mad Hatter, the March Hare, Roo, Eeyore, the Wise Council, Merlin, Mama Odie, the Blue Fairy, and Gnorga's Dog)
 * Tiana, Naveen, Timon, and Pumbaa vs. Sharptooth: (Also featuring: Mr. Toad, Ratty, Moley, Angus MacBadger, Louis, and Ray)
 * Dog Battle: (Featuring: Robyn Starling, Tom, Jerry, Charlie Barkin, Itchy, Dodger, Tito, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Tramp, the Tod (Plague Dogs), the Hunter's Dogs (Bambi), Copper, Mewsette, Francis (Felidae), Jaune-Tom, Robespierre, Cera, Steele, Oliver, Lady, Jock, Trusty, Einstein, Francis (Oliver and Company), Rita, Georgette, and the Tyrannosaurus Rex (Fantasia))
 * League of Extraordinary Gentlemice vs. the Hyenas, Kaa, and the Mouse King: (Also featuring: Hazel, Basil, Jean-Bob, Speed, Bernard, Bianca, Dumbo, Fiver, Mrs. Brisby, Hazel's Rabbits, Dandelion, Pipkin, Silver, Blackberry, Jeremy, Fievel Mousekewitz, Jan Mouse, Shenzi, Banzai, Ed, Captain Holly, Puffin, Tin Soldier, Ballerina, Roquefort, Jaq, Gus (Cinderella), Tiger, Big Wig, Justin, Jake, Timothy Q. Mouse, Dr. Dawson, Olivia Flaversham, and Toby (The Great Mouse Detective)
 * The Hydra: (Featuring: Frodo Baggins, Samwise Gamgee, Pippin, Moses, the Hebrews, Sinbad, Schmendric, Hades, Miriam, Grandpa Longneck, Grandma Longneck, Daddy Topps, Mama Swimmer, Petrie's Mother, the Hydra, Kosh, Mutt's Father, Hyp's Father, Prince Proteus, the Unicorn, Molly Grue, King Dymas' Guards, Duchess, Duchess' kittens, Thomas O' Malley, Tod (The Fox and the Hound), Drake, 26's friends, 26, Kex Bradley, Mara, Spazz, Littlefoot, Aragorn, Marina, Cody, Marahute, Littlefoot's friends, Ducky, Spike (Land Before Time), Petrie, Vixey, Timon, and Pumbaa)
 * Team Patch of Heaven vs. the Grand Duke of Owls: (Also featuring: Maggie, Grace, Mrs. Calloway, Edmond, Edmond's friends, Snipes, Patou, Peepers, Wilbur, Charlotte, Jeffrey, the Tod (Plague Dogs), the Hunter's Dogs (Plague Dogs), the Animal Farm's animals, the Horses (Animal Farm), the Cows (Animal Farm), the Sheep (Animal Farm), the Geese (Animal Farm), Owl Minions, Templeton, Buck, Lucky Jack, Hunch, the Hens (Home on the Range), Larry, Tito, Pongo, Perditta, Charlie Barkin, Itchy, Oliver, Mewsette, Benjamin (Animal Farm), Francis (Felidae), Jaune-Tom, Rowf, Snitter, Tom, Jock, Amos Slade, Kong, Jiminy Cricket, Pinocchio (Disney), Pooh's friends, Winnie the Pooh, Rabbit, Piglet, Alice, Jenny Foxworth, Robyn Starling, Buster, Copper, Robespierre, the 99 puppies, Lady, Tigger, Tramp, Dodger, Rita, Einstein, Francis (Oliver and Company), Eeyore, Mickey Mouse, and the Great Owl)
 * Sharptooth Attack: (Featuring: Garrett, Kayley, Spirit, Aladdin, Jasmine, Simba, Larn, Teegra, Tack, Princess Yum-Yum, Buzz Lightyear, Mulan, Khan (Mulan), Mushu, Jim Hawkins, Omar, Angel, Robin Hood, Maid Marian, Sir Peter Dickison/Gorbash, Osmosis Jones, Drix, Freddie, Pluto, Avatar, Weehawk, Hercules, Philoctetes, Pegasus, Odette, Sinbad, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Pooh's friends, Winnie the Pooh, Tigger, Rabbit, Eeyore, Pongo, Maggie, Basil, Littlefoot's friends, Petrie, Spike (Land Before Time), Cera, Ducky, Littlefoot, the Spring Sprite, the Roc, Frodo Baggins, Samwise Gamgee, Aragorn, Colin MacLeod, Kuzco, Bambi, Hazel, Tiana, Naveen, Louis, Ray, Stitch, Fievel Mousekewitz, the Unicorn, Snow White (Disney), Nemo, Rex's Dinosaur Gang, Rex, Dweeb, Elsa, Woog, Ratty, Moley, Pinocchio (Disney), Jiminy Cricket, Danny, Pocahontas, Alice, Ariel, Sebastian, John Smith, Nani Pelekai, Taran, Eilonwy, Fflewddur Fflam, the Blue Meanies, Common Blue Meanies, Four-Headed Dog, Countdown Clown, Tarzan, Richard Tyler, Richard Tyler's friends, Adventure, Fantasy, Horror, Wendy Darling, John Darling, Michael Darling, Bongo, Kenai, Koda, Brer Rabbit, Sonia, Sasha (Make Mine Music), Thomas O' Malley, Scat Cat, the Alley Cats, Snapping-Turtle-Turks, Apple Bonkers, Tod (The Fox and the Hound), Vixey, Balto, Roo, Baloo, Sharptooth, Belle, Prince Philip, Samson, Flora, Fauna, Merryweather, Hogarth Hughes, Chief Blue Meanie, Max (Yellow Submarine), Hidden-Persuader Men, Butterfly Stompers, Grace, Mrs. Calloway, Pacha, Piglet, Cody, Marahute, Captain Li Shang, the Chinese Imperial Army, Jake, Bernard, Bianca, Megara, Dumbo, 26's friends, Kex Bradley, Mara, Spazz, Charlie Barkin, Willie the Giant, Julie, Denahi, Stanley, Thunderella, Goofy, Rowf, Snitter, Cinderella, Orin, Nala, Big Wig, Morph, the Tyrannosaurus Rex (Fantasia), Princess Irene, Clara, Terk, Hubie, Pecos Bill, Widowmaker, Abu, Donald Duck, Mickey Mouse, Lilo Pelekai, Balto, Esmeralda, Francis (Felidae), Edmond's friends, Snipes, Patou, Peepers, Rita, Einstein, Francis (Oliver and Company), Tito, Crysta, Miguel, Tulio, Littlefoot, the Beast, and Peter Pan)
 * Interlude 2: (Featuring: Frollo's Alliance, Claude Frollo, Pete, Gaston, Shan-Yu, Ruber, Dr. Facilier, Facilier's Shadow, Maleficent, Thrax, the Wise Council, Merlin, Aurora, the Blue Fairy, Archimedes (The Sword in the Stone), Cinderella, the Fairy Godmother, Stanley, Pinocchio (Pinocchio and the Emperor of Night), Arthur (The Sword in the Stone), Gus (A Troll in Central Park), Rosie (A Troll in Central Park), the Nutcracker Prince/Hans, Stanley's Flowers, Clara, Snow White (Happily Ever After), Thunderella, "the Shadow Man", Jasmine, Angel, Mok, and Zip)
 * Battle on Bald Mountain (Part 1): (Featuring: Simba, the Lionesses, the Elves, Aragorn, the Royal Council, King Stefan, Frollo's Alliance, Frollo, Frollo's Soldiers, Gaston, Pete, Pete's Weasels, Archive Footage of Luke's Valentine's death penalty scene (used to represent the death penalty scenes of heroes and villains respectively), Brutish Guard, Pterano, Fievel Mousekewitz, Petrie, Petrie's Siblings, Curdie, Littlefoot's friends, Cera, LeFou, Gaston's buddies, Daddy Topps, Princess Irene, Teegra, Anastasia Romanov, Dimitri, Vladimir, Buzz Lightyear, Dr. Doppler, the One-Eyes, King One-Eye, Zigzag, Zigzag's Horse, King One-Eye's Warriors, Garrett, Kayley, Maid Marian, Lady Kluck, Mother Rabbit, Skippy, Sis, Tagalong, Pocahontas, Crysta, Thumbelina, Yzma, Fly, 26, Hubie, Li'l Bee, Gnatty, Baby Bug, Danny, the Hawk/Madam Mim, Mrs. Brisby, Mr. Ages, Justin, Quasimodo, the Hun army, King Théoden's Men, the Iron Giant, Peter Pan, Miguel, Tulio, Aladdin, the Genie, John Darling, the Lost Boys, the Thief, Tarzan, Pecos Bill, Osmosis Jones, Colin MacLeod, Hayabusa the Falcon, the Unicorn, Schmendric, Molly Grue, Balto, Devon, Cornwall, Tiana, Naveen, the Hunters (Make Mine Music), Derek, Julie, Derek's Horse, Sinbad, Marina, Larn, Spirit, Little Creek, Dodger, Rita, Francis (Oliver and Company), the Beast, Itchy, the Flying Carpet, Ayden, Littlefoot, Spike (Land Before Time), Ducky, Ariel, Flounder, Team Lightyear, Booster, XR, Mira Nova, Jim Hawkins, Mulan, Hercules, Pegasus, Pluto, Mickey Mouse, Donald Duck, and Goofy)
 * Intermission: (Featuring: Yzma, and the Hawk/Madam Mim)
 * Battle on Bald Mountain (Part 2) / a.k.a. THE FINAL BATTLE: (Featuring: Maleficent's Alliance, Maleficent/Dragon Maleficent, Mok, Jasmine, Angel, Team Atlantis, Vinny Santorini, Joshua Sweet, Gaetan "Mole" Moliére, Jebidiah "Cookie" Farnsworth, Kida, Milo Thatch, Rourke (non-canon appearance), Helga Sinclair (non-canon appearance), Rourke's mercenaries (non-canon appearance), Mulan, Garrett, Simba, Sinbad, Stitch, Rowf, Snitter, Diablo the Raven, the Royal Council, King Stefan, Queen Leah, King Hubert, Princess Irene, Derek, Prince Lir, Miguel, Tulio, Jim Hawkins, Morph, Tarzan, Aladdin, Mickey Mouse, Hades, Jafar/Snake Jafar, Eris, Thrax, Captain Hook, the Horned King, Ruber, Rasputin, Scar, Shere Khan, Holli Would, Dr. Facilier, Littlefoot, Littlefoot's friends, Cera, Spike (Land Before Time), Pooh's friends, Winnie the Pooh, Piglet, Tigger, Eeyore, Merlin, Moses, Captain Hook's pirates, the Hyenas, Ruber's thugs, the Lionesses, Darkwolf, Basil, Sir Orin Neville Smythe, Smythe's Horse, the King (Cinderella), the Grand Duke (Cinderella), Knights of the Round Table, Maleficent's Goons, Larn, Julie, Aragorn, Akima Kunimoto, Muk, Luk, Schmendric, Fievel Mousekewitz, Hubie, Rocko, Stanley, Esmeralda, Phoebus, Rex, Dahlia, Freddie, Thunderella, Fantasy, Daffers, Scotty, Woog, Nemo, Icarus, Ruber's Griffin, the Genie, Dr. Dawson, Iago, the League of Extraordinary Gentlemice, Timothy Q. Mouse, Petrie, Devon, Cornwall, Sir Peter Dickison/Gorbash, the Gwythaints, Kaa, Hazel, the Animal Farm's animals, the Sheep (Animal Farm), the Cows (Animal Farm), the Horses (Animal Farm), the Goat (Animal Farm), the Geese (Animal Farm), the Hens (Animal Farm), Benjamin (Animal Farm), Spirit, Koda, Ozzy, Bambi, Strut, Brer Rabbit, Sierra, Pumbaa, Rinkus, Timon, Pain, Panic, Panchito Pistoles, José Carioca, Willie the Giant, Archive Footage of the Ogre (Quest for Camelot) (used to represent Willie's attack against Ruber's thugs), Blubeard, Avatar, Eris, Eris' Minions, Lilo Pelekai, Stitch, the Roc, Audrey Ramirez, Francis (Felidae), Zira, Wilbur, Charlotte, Balto, Big Wig, Colin MacLeod, Buzz Lightyear, Team Lightyear, Booster, XR, Mira Nova, Robin Hood, Hercules, Pecos Bill, Belle, the Beast, Prince Philip, Pongo, Black Pegasus, Zeus, Bartok, Snow White (Happily Ever After), Muddy, the Seven Dwarfelles, Pooka, the Gargoyles (Anastasia), the Prince (Happily Ever After), Pinocchio (Pinocchio and the Emperor of Night), Scalawag, Igor, Gee Willikers, Tom, Daddy Topps, Ducky, Ariel, Sinbad, Danielle, Giles, Frodo Baggins, Princess Yum-Yum, Tack, Prince Proteus, Marina, Kale, Aragh, Archive Footage of Malcho's defeat (used to represent Jafar's defeat), Archive Footage of the Worm of Sligoff's defeat (used to represent Jafar's defeat), 26, Elinore, Weehawk, Quasimodo, Goofy, Donald Duck, Jaune-Tom, the Titans, Lythos, the Spring Sprite, Crysta, Anastasia Romanov, Peter, the Unicorn, Hydros, Spike (Sinbad: Legend of the Seven Seas), Fly, Stella, Chuck, Sasha (Help! I'm a Fish), Tiana, Naveen, Pyros, Osmosis Jones, Kayley, Dumbo, the Fearless Four, Fred, Gwendolyn, Tortellini, Stratos, Charlie Barkin, Pterano, the Cyclops, Peter Pan, Curdie, Rex's Dinosaur Gang, Elsa, Dweeb, the Iron Giant, Louie, Cecilia, Hogarth Hughes, Roquefort, Bernard, Bianca, Mrs. Brisby, Sir Ector, Lumiere, Cogsworth, 26' friends, Kex Bradley, Mara, Maggie, Grace, Mrs. Calloway, John Smith, Professor Genius, Mr. Toad, Jerry, Little Creek, Taran, Eilonwy, Fflewddur Fflam, Gurgi, Duchess' kittens, Tantor, Frollo, Gaston, Clara, Sinbad's crew, Rat (Sinbad: Legend of the Seven Seas), Luca, Jin, Li, Kuzco, the Seven Dwarfs, Chernabog, Chernabog's Legion of Darkness, the Demon Gigantic, Slumberland's Inhabitants, Chanticleer, Minnie Mouse, Omar's friends, Dizzy, Stretch, Philoctetes, John Silver, the Emperor of Night, the Nightmare King, Belladonna, Oliver, Tony Toponi, B.L. Zebub, Spazz, Red, the Spring Sprite, Hexxus, Chernabog's demons and ghosts, Pain, Panic, Thebans, the Hebrews, Chernabog's lesser demons, Gypsies, Archive Footage of the Targoviste's Citizens' decimation (used to represent the decimation of most of the innocent heroes), Pacha, Juliana (Quest for Camelot), the Pigs (Animal Farm), Unbaptized Babies, the Alley Cats, Jiminy Cricket, the Firebird, Tod (The Fox and the Hound), Flora, Fauna, Merryweather, Richard Tyler's friends, Adventure, Horror, Archive Footage of Londoners (Hellsing) (used to represent the decimation of most of the innocent heroes), Kenai, Ray, Flounder, Sebastian, Ratty, Angus MacBadger, Boris, Thomas O' Malley, Fire Imps, Pluto, Kala, the Nightmare King's flying manta, Arthur (The Sword in the Stone), Tinker Bell, Grandmother Willow, Pocahontas, Carolinus, Jake, Sparky, Thumbelina, Little John, Skippy, Gandalf, Odette, Odette's friends, Puffin, Jean-Bob, Speed, Mowgli, Bagheera, Baloo, Blue Fangs, Archive Footage of the Bishop's death penalty scene (used to represent Frollo's death penalty scene by Blue Fangs), Daisy Duck, Mushu, the Nutcracker Prince/Hans, Prince Eric, Orin, French Civilians, Razoul, Agrabah's Royal Guards, Meeko, Francis (Oliver and Company), the Fairy Godmother, Mr. Smee, Omar, Molly Grue, Batty Koda, the Cauldron Born, Rosie (A Troll in Central Park), Cinderella, Vixey, the Aracuan Bird, Zira's Lions, Aurora, the Forest Animals (Snow White and the Seven Dwarves), Edmond, the Nightmare King's minions, the March Hare, the Mad Hatter, Tiger, Bongo, Archimedes (The Sword in the Stone), Scuttle, Orville, Richard Tyler, King Triton, Rowf, Amos Slade, Snitter, Copper, Puppetino, Archive Footage of Nekron's sub-humans' decimation (used to represent the decimation of most figures by the flames of the Firebird), the Boomps, Kerrie, Yao, Ling, Chien-Po, Joseph Korso, Archive Footage of Japanese Citizens (Hiroshima) decimation (used to represent the decimation of most of the innocent heroes by Chernabog's evil), Demons (All Dogs Go To Heaven), Robespierre, Duchess, Friar Tuck, Otto, Shang, Cri-Kee, Edmond's friends, Snipes, Patou, Peepers, Tzipporah, Miriam, Yahweh, Dr. Dawson, the Schlepper Brothers, Toad, Cale Tucker, Marina (The Pebble and the Penguin), Abu, Dagg Dibrimi, Silica, Alice, Hazel's Rabbits, Blackberry, Roo, Chel, Altivo, the 99 puppies, Pinocchio (Disney), Snow White (Disney), Perditta, and Robyn Starling)
 * EPILOGUE: (Featuring: Timon, Pumbaa, Simba, Balto, Bambi, Faline, Littlefoot, Grandpa Longeneck, Grandma Longneck, Julie, Kenai, Koda, Archive Footage of Colin MacLeod's Warriors' decimation (used to represent the decimation of most of the innocent heroes), Prince Philip, Samson, Moses, Mushu, Mulan (shown in flashback and present scenes), Princess Camille, Dahlia, Milo Thatch, Nani Pelekai, David Kawena, Pleakley, Sinbad, Aladdin, Jim Hawkins (shown only in flashback scenes), Little John, the Iron Giant, Charlie Barkin, Ariel, Lilo Pelekai, Jasmine, the Flying Carpet, the Genie, Cri-Kee, John Silver, Morph, Tarzan, Jane Porter, the Seven Dwarfs, Happy, Basful, Sleepy, Sneezy, Jiminy Cricket, Figaro, Cleo, Grumpy, Pongo, Perditta, Doc (Snow White and the Seven Dwarves), Dopey, Esmeralda, Odette, Quasimodo, Odette's friends, Puffin, Jean-Bob, Speed, Curdie, Rex, Pacha, Hercules, Pegasus, Pocahontas, Kuzco, Philoctetes, the Beast, Belle, Goofy, Pluto, Minnie Mouse, Daisy Duck, Donald Duck, the Aracuan Bird, Arthur (The Sword in the Stone), the Hebrews, Aaron, Merlin, Frodo Baggins, Anastasia Romanov, Cale Tucker, Akima Kunimoto, Professor Archimedes Porter (Tarzan), Mowgli, Bartok, Lady, Tito, Francis (Oliver and Company), Littlefoot's friends, Cera, Spike (Land Before Time), Ducky, Petrie, Flounder, Garrett, 26's friends, Kex Bradley, Mara, Stitch, Winnie the Pooh, Zozi (mentioned by Bartok only), Ayden, Tiana, Naveen, Nemo, Professor Genius, Avatar, Elinore, Weehawk, Alice, Shang, Osmosis Jones, Yao, Ling, Chien-Po, Crysta, Peter Pan, Tinker Bell, Omar, Angel, Buzz Lightyear, King Stefan, Darkwolf, Taran, Prince Lir, Abu, King Stefan's Guards, the Chinese Imperial Army, Kent Mansley, Cobra Bubbles, Audrey Ramirez, Tod (The Fox and the Hound), Rowf, Duchess' kittens, Toulouse, Rita, Einstein, Francis (Felidae), Itchy, Snitter, Copper, Tom, Jerry, Robespierre, Jaune-Tom, Tramp, Danny, Amos Slade, Sawyer, Mewsette, Oliver, the Fearless Four, Buster, Gwendolyn, Fred, Tortellini, Duchess, Thomas O' Malley, Marie, Berlioz, the League of Extraordinary Gentlemice, Fievel Mousekewitz, Jaq, Gus (Cinderella), the Mice (Cinderella), Jan Mouse, Dumbo, Basil, Bernard, Bianca, Mrs. Brisby, Roquefort, Timothy Q. Mouse, Jeremy, Jake, Mousekewitz family, Papa Mousekewitz, Mama Mousekewitz, Tony Toponi, Bridget (An American Tail) (non-canon appearance), Gussie Mausheimer (non-canon appearance), Colonel (One Hundred and One Dalmatians), Daniel Mouse, Olivia Flaversham, Tanya Mousekewitz, Sergeant Tibbs, Dr. Dawson, Spirit, Little Creek, Little Creek's Tribe, John Smith, Grace, Mrs. Calloway, Rain, Buck, Maggie, Meeko, Flit, the Wise Council, Grandmother Willow, Mama Odie, Juju, Snow White (Happily Ever After), the "Shadow Man"/the Prince (Happily Ever After), Stanley, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Aragh, Giles, Sir Orin Neville Smythe, Danielle, Ommadon's Dragon Army, Willie the Giant, the Seven Dwarfelles, Muddy, Blossom, Marina (Happily Ever After), Critterina, Sunburn, Moonbeam, Thunderella, the Blue Fairy, Mother Nature, the Fairy Godmother, Stanley's Flowers, the Good Fairy, Gorbash, Sir Peter Dickison, Smythe's Horse, Princess Milisadre, Scowl, Batso, Carolinus, Lucky Jack, Panchito Pistoles, José Carioca, Wilbur, Widow Tweed, Pearl Gesner, Sheriff Sam Brown, Patch of Heaven's farm animals, Jeb, Ollie, Patch of Heaven's Pigs, Patch of Heaven's Hens, Larry, the Chicks (Home on the Range), Benjamin (Animal Farm), Chief (The Fox and the Hound), Edmond, Edmond's friends, Chanticleer, Goldie, Snipes, Peepes, the Hunters (Make Mine Music), Patou, Templeton, Napoleon (Aristocats), Lafayette, the Animal Farm's Animals, the Geese (Animal Farm), the Sheep (Animal Farm), the Cows (Animal Farm), the Pigs (Animal Farm), the Horses (Animal Farm, the Goat (Animal Farm), Charlotte, Scat Cat, the Alley Cats, Shun Gon, Billy Boss, Peppo, Hit Cat, Peter (Make Mine Music), Ivan, Sasha (Make Mine Music), Sonia, Widowmaker, Pecos Bill, Mewsette, the Piggies (Home on the Range), Vixey, Nicodemus, the Great Owl, Mr. Ages, Justin, Tiger, Orville, Robyn Starling, Penny, Penny's Parents, Anne-Marie, Rosy (Balto), Jenna, Trusty, Jock, Pinocchio (Pinocchio and the Emperor of Night), Geppetto (Pinocchio and the Emperor of Night), Scalawag, Igor, Tin Soldier, Ballerina, Gee Willikers, Lt. Grumblebee, Hans (The Nutcracker Prince), Uncle Drosselmeier, Clara, Pavlova, Boris, Kong, Dodger, Bluebeard, Muk, Luk, Fagin, Einstein, Tito, Jenny Foxworth, Denahi, Larn, Teegra, King Jarol, the Powhatan Tribe, Chief Powhatan, Darkwolf's Horse, Bongo, the Eagle (Spirit: Stallion of the Cimarron), Brer Rabbit, Hazel, Hazel's Rabbits, Fiver, Dandelion, Silver, Spirit's Herd, Rutt, Tuke, the Foals, Kehaar, Esperanza, the Spring Sprite, the Elk, Captain Holly, Big Wig, Pipkin, Blackberry, Hyzenthlay, the Galactic Federation, the Grand Councilwoman, Team Lightyear, Mira Nova, Booster, Commander Nebula, Star Command's Space Rangers, Captain Amelia, Dr. Doppler, Kida, Dr. Jumba, Team Atlantis, Vinny Santorini, Joshua Sweet, Wilhelmina Packard, Leah Estrogen, Orin, Aviana, Gune, Stith, Dagg Dibrimi, Silica, Arthur (Starchaser: The Legend of Orin), BEN, Annie Hughes, Dean McCopin, Hogarth Hughes, Colin MacLeod, Germaine, Kerrie, XR, Drix, Scuttle, Sebastian, Flounder, Ludwig von Drake, Fly, Chuck, Professor MacKrill, Stella, Sasha (Help! I'm a Fish), Captain Neweyes, Rex's Dinosaur Gang, Elsa, Dweeb, Woog, Louie, Cecilia, Bagheera, Baloo, Hubie, Marina (The Pebble and the Penguin), the Penguins, Rocko, Richard Tyler, Richard Tyler's friends, Horror, Fantasy, Adventure, 26, Spazz, Tigger, Pterano, Pooh's friends, Rabbit, Eeyore, Piglet, Roo, Cody, Marahute, Tantor, Terk, Ray, Louis, Zazu, the Vultures (Jungle Book), Rafiki, Kerchak, the Gorillas, Kala, Nala, King Hubert, Queen Leah, the Sultan (Aladdin), Aurora, Freddie, Daffers, Scotty, Ratty, Moley, Angus MacBadger, Mr. Toad, Nessie, King Triton, the Lost Boys, John Darling, Wendy Darling, Michael Darling, Sinbad's crew, Rat (Sinbad: Legend of the Seven Seas), Kale, Jed, Jin, Prince Eric, Prince Proteus, Marina (Sinbad: Legend of Seven Seas), Miguel, Tulio, Chel, Altivo, Icarus, the Boomps, Slumberland's Inhabitants, King Morpheus, Thumbelina, Prince Cornelius, Batty Koda, Zak Young, Magi Lune, the Pagemaster, Flora, Fauna, Merryweather, King Arthur (Quest for Camelot), Kayley, Sir Ector, Sir Kay, Sir Pellinore, Flip, Archimedes (The Sword in the Stone), Turnip, King Papa, Princess Irene, Great Great Grandmother Irene, the March Hare, the Mad Hatter, Tack, Princess Yum-Yum, Hen Wen, Fflewddur Fflam, Devon, Cornwall, Juliana (Quest for Camelot), Dimitri, Vladimir, Pooka, Victor, Hugo, Laverne, Omar's friends, Dizzy, Stretch, the Nottingham Villagers, Mother Rabbit, Otto, Robin Hood, Maid Marian, Lady Kluck, Friar Tuck, Clopin, the Olympian Gods, Poseidon, Dionysus, Aphrodite, Hephaestus, Apollo, Athena, Ibid, Hermes, Ares, Zeus, Gurgi, Eilonwy, Phoebus, Djali, King Nod, Queen Uberta, Lord Rogers, the King (Cinderella), the Grand Duke (Cinderella), the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, Chip, the Thief, King Nod's servants, Maurice, Cinderella, Schmendric, Molly Grue, Aragorn, Gandalf, King Théoden (non canon appearance), King Théoden's Men, Avatar's Mounts, Samwise Gamgee, the Emperor (Mulan), Khan (Mulan), Tzipporah, Miriam, Abu, Sarah Hawkins, Hayabusa the Falcon, Shan-Yu, Pete, Elite Hun Soldiers, Madam Medusa, Mr. Winkie, Edgar, Darla Dimple, Brutus, Nero, Hades, Pain, Panic, Tyler, Abis Mal, Emperor Zurg's Alliance, Emperor Zurg, Warp Darkmatter, Captain Gantu, Grubs, Chernabog's Legion of Darkness, Red, Belladonna, B.L. Zebub, Zigzag (now in Limbo), Rasputin (now in Limbo), Eris, Ursula (soul of Tartarus), Clayton (soul of Tartarus), Scar (soul of Tartarus), Queen Grimhilde/the Hag (soul of Tartarus), Derek (soul of Tartarus), Megara (soul of Tartarus), Clavious, Zelda, Saruman, Archmage/Destane/Hooden Stranger, Madam Mim, Yzma, Grima Wormtongue, Archive Footage of the Amestris' cemetery (used to represent Fa Zhou and Fa Li's resting place), Fa Zhou's spirit, and Fa Li's spirit)
 * Post-Credits Cutscene: (Featuring: Mok, Mok's Supercomputer, Holli Would, and Mok's Mysterious Friend/Pitch Black)

Second Series:
Characters confirmed to appear (Animated Universe): (Odin/Erik Hellstorm, the Snow Queen, Mok, Mulan, Goofy, Donald Duck, Osmosis Jones, Drix, Littlefoot's friends, Littlefoot, Cera, Duckie, Spike (Land Before Time), Petrie, Simba, Buzz Lightyear, Tarzan, Ariel, Aang, Sokka, Katara, Goliath, Samurai Jack, Kim Possible, Jenny/Robotic Global Response Unit XJ-9, Darkwing Duck, the Powerpuff Girls, Jake Long, Danny Phantom, Phineas Flynn, Ferb Fletcher, the Hyperforce, Antauri, Sparx, Gibson, Otto, Nova, Ninja Turtles, Leonardo, Michelangelo, Donatello, Dipper Pines, Mabel Pines, Stan Pines, Soos Ramirez, the Autobots, Bulkhead, Rachet, Optimus Prime, Bumblebee, the Burners, Mike Chilton, Chuck (Motorcity), Julie Kane, Dutch Gordy, Texas, Taichi "Tai" Kamiya, Yamato "Matt" Ishida, Takeru "T.K." Takaishi, Koushiro "Izzy" Izumi, Mimi Tachikawa, Patamon, Sora Takenouchi, W.I.T.C.H., Wilhelmina "Will" Vandom, Yugo, the Rescue Rangers, Chip, Dale, Gadget Hackwrench, Monterey Jack, Zipper, He-Man, Teela, Man-At-Arms, Raw-Man, Mekaneck, Scrooge McDuck, the Elric Brothers, Edward Elric, Alphonse Elric, Wander, Sylvia, Twilight Sparkle's friends, Twilight Sparkle, Rarity, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, David Xanatos, Skeletor, Mozenrath, Xerxes, Utrom Shredder, Dr. Drakken, Shego, Princess Azula, Lord Hater, Cobra Industries, Cobra Commander, the Fearsome Five, Negaduck, Mojo Jojo, Doctor Doofenshmirtz, Discord, Queen La, Myotismon, Huntsman, Vlad Plasmius, Demona, the Decepticons, Megatron, Abraham Kane, the Dark Hand, Valmont, Don Karnage, Jack Spicer, the Skeleton King, Doctor Robotnik, the Saurians, Lord Dragaunus, Mumm-Ra, Prince Phobos, Nox, Bill Cipher, Aku, Star Butterfly, Marco Diaz, Gems (Steven Universe), Steven Universe, Pearl, Garnet, Amethyst, Aladdin, Starscream, Jackie Chan, Prince Zuko, Queen Chrysalis, Peridot, Fat Cat, Wylie Burp, Evangelyne, Lord Dominator, Papa Sharptooth, Mama Sharptooth, Mechanicles, Hades, Aisling, Perry the Platypus, Fright Knight, Nightmare (Danny Phantom), Lelouch vi Britannia/Zero, Emperor Zurg, Lion-O, Megavolt, Alfred J. Kwak, Nos4a2, Mrazomor, Stitch, Chase Young, Yzma, Devimon, Hay Lin, Irma Lair, Taranee Cook, Cornelia Hale, Sonic the Hedgehog, the Baroness, Dr. Mindbender, French Foreign Legion, Lt. Colonel Staquait, French Foreign Legionnaires, Team Atlantis, Milo Thatch, Kida, Isabella Garcia-Shapiro, Him, Tublat, Mirage, and Ron Stoppable)

Round 1 (Second Series):

 * Prologue (Featuring: Mok Swagger, Holli Would, Mok's Supercomputer, Alfred J. Kwak, Ollie [Alfred J. Kwak], Andy [Alfred J. Kwak], Andy's Brother [Alfred J. Kwak], Kit Cloudkicker, Webby Vanderquack,Huey, Dewey and Louie, Gosalyn Mallard, Alfred's teacher, Professor Owl, Dolf, the Mysterious Hooden Figure/Archmage, Zelda, Yzma, Mad Madam Mim, Clavious, Jake Long, Valmont, Finn, Ratso, Chow, Prince Phobos, Lord Cedric)
 * Aladdin vs. Keldor (also featuring: the Sultan, Jasmine, Genie, Razoul, the Royal Guards [Aladdin], the Flying Carpet, Keldor's Warriors, Beast Man, Evil Lyn, Tri-Klops, Kronis)
 * Yugo and co (Az, Ruel Stroud, Dally, Rubilax, Amalia Sheran, and Evangelyne) vs. Cedric
 * Jake Long vs. Valmont (featuring: Finn, Ratso, Chow, Tohru, and Mousers)
 * The Ninja Turtles (Leonardo, Michelangelo, Raphael, and Donatello) vs. The Huntsman (also featuring: Master Splinter, the Huntsclan, Huntsgirl)
 * Intermission (Featuring: Ron Stoppable, Kim Possible, Daniel Fenton/Danny Phantom, Sam Manson, Tucker Foley, Star Butterfly, Marco Diaz, Wendy Corduroy, Randall "Randy" Cunningham, Howard Weinerman, Jenny/XJ-9, Bradley "Brad" Carbuckle, W.I.T.C.H.,Will Vandom, Irma Lair, Taranee Cook, Cornelia Hale, Hay Lin, Wade, David Xanatos, Owen Burnett, Travis Marshall, Vlad Plasmius/Vlad Masters, Littlefoot, Cera, Ducky, Petrie, Spike, Dolf, Alfred J. Kwak, Kit Cloudkicker, Huey, Dewey, Louie, Gosalyn Mallard, Ariel, Flounder, Sokka, Katara, Aang, Shan-Yu, and Prince Zuko)
 * Kim Possible vs. Vlad Plasmius (also featuring: Ron Stoppable and Clavious)
 * Littlefoot and co. (Featuring: Petrie, Spike, Cera, and Ducky) vs. Dr. Piltdown and Mr. Dumpty (also featuring: Police Officers [Chip 'n Dale Rescue Rangers], Nog, Cruiser, and Bruiser)
 * Darkwing Duck vs. Mojo Jojo
 * The Powerpuff Girls [Blossom, Bubbles, and Buttercup] vs. Dr. Drakken and Shego (also featuring: Odin/Erik Hellstorm, the Crows [Atlantis: Milo's Return], the Wolf [Atlantis: Milo's Return], Littlefoot, Cera, Ducky, Petrie, Spike, Dr. Piltdown, Darkwing Duck, Clavius, Kim Possible, and Ron Stoppable)
 * Interlude 1: (Featuring: Elisa Maza, Matt Bluestone, Dr. Drakken, Shego, Kim Possible, Ron Stoppable, Rufus, the Powerpuff Girls [Blossom, Bubbles, Buttercup], the Ninja Turtles, Leonardo, Michelangelo, Raphael, Donatello, Master Splinter, Ariel, Katara, Sokka, Flounder, Aang, Appa, the Archmage, Clavious, Zelda, Madam Mim, and Yzma)

A Story of Good and Evil
In her citadel at Forbidden Mountain, the sorceress Maleficent met with her allies, including the Arabic sorcerer Jafar, the corrupt Greek god of the dead Hades, the voodoo witch doctor Dr. Facilier and the fanatical Judge of Paris Judge Claude Frollo, making plans to dominate their world, when their meeting was interrupted by the mad genius and rock star Mok Swagger. Showing the assembled villains his powerful super-computer, he offered to aid the villains in their plans by gathering his own allies, including the Russian Mad Monk Grigori Rasputin, the corrupt Knight of the Round Table Sir Ruber, the therianthropic sorcerer Hedge von Rothbart, the Greek goddess of discord Eris, the wicked super-virus Thrax, the sinister circus ringmaster Professor Screweyes, the Baghdad sorcerer Zigzag, the terrorist El Supremo, and the Mesoamerican shaman Tzekel Kan to bolster Maleficent's army. Intrigued by Mok's offer, Maleficent agreed, offering him her full support.

Meanwhile, in an English meadow, two rabbit brothers, Hazel and Fiver, emerged from their burrow to graze. Fiver sensed something amiss, but not feeling it was too dangerous at the moment, accompanied his brother out to feed.

Sending Hades to Russia to meet up with Rasputin, Mok tasked the two with killing Rasputin's old enemy Anastasia Romanov, last heir of the Russian Imperial family. Rasputin lent Hades his demonic powers as the god departed to dispose of Anastasia, who was leaving Russia on a train. Hades summoned Rasputin's demons to sabotage the train, but Anastasia's companion, a former con artist named Dimitri, noticed the damage and tried to repair it. His efforts were for naught, as the train's engine exploded and the vehicle ran out of control. Hades' demons combined into a colossal fiery beast, demolishing a bridge up ahead that the train was rapidly speeding towards. Seeing no other options, Anastasia, Dimitri, and their other friends leapt off the train before it plunged into the crevasse, frustrating Hades and Rasputin.

In the deserts of Arabia, Jafar contacted Zigzag and instructed him to capture Princess Jasmine of Agrabah for Mok and Maleficent. Though Jafar and his parrot Iago were skeptical of the eccentric sorcerer's capabilities, Zigzag managed to enter the city under the guise of an envoy. Gaining an audience with Jasmine, Zigzag attempted to woo her in order to spirit her away, but the wily princess saw through his ploy and spurned his advances. Seeing Jasmine's actual lover, the street thief Aladdin, had witnessed the whole scene, Zigzag attempted to take Jasmine by force, attacking Aladdin with bolts of magic. As the Sultan of Agrabah arrived and saw Zigzag's assault, the sorcerer teleported away, cutting his losses.

In the Louisiana bayous, the criminal Madam Medusa operated a dog pound as a front for the gang known as the "Animal Cruelty Squad." Two dogs imprisoned within, Charlie Barkin and his friend Itchy, dug a tunnel out of the pound and attempted to escape, but Medusa noticed and opened fire on them with her shotgun. The two canines' bickering threatened to get them killed, though they eventually managed to escape.

Called to a meeting of the international League of Extraordinary Gentlemice, the mouse agents Bernard and Bianca found themselves lost in the streets of New York. While trying to find their way to the League safehouse, they accidentally stumbled into the headquarters of the cat street gang known as the Mott Street Maulers, led by the ruthless Warren T. Rat. Noticing the trespassers, the cats tried to devour them, but the pair soon managed to lose their pursuers.

Tasked by Mok with capturing the Monacan Prince Frederic, the sea witch Ursula assaulted him in his castle and soon transformed him into a frog. Desperate to escape Ursula's attack, Frederic leapt into the sea and hid in what appeared to be a cave. However, he soon discovered that the "cave" was, in fact, the jaws of the Scottish plesiosaur Nessie, who made to attack Ursula as she pursued Frederic. Unwilling to test her strength against the beast, Ursula teleported away in a whirlwind, though the wind's passing caused a large boulder to fall and pin Nessie underneath it.

In London, El Supremo attacked Buckingham Palace in his colossal serpentine war machine, an attack seen by the heroic Mickey Mouse and his companions Donald Duck and Goofy. Attempting to stop the assault, the three rushed into the palace just before it was lifted into the air by Supremo's machine. As Supremo landed inside the building, he found himself confronted by Mickey, Donald, and Goofy, who engaged the terrorist in a sword-fight. Proving the stronger fighter, Supremo overpowered both Mickey and Donald before being knocked flat by a headbutt from Goofy. However, Mickey's lover Minnie Mouse, who had been visiting the palace before the attack, was then attacked by Supremo's wife, the shapeshifting sorceress Messina, distracting Mickey and allowing Supremo to knock him and his companions out of the building. Mickey could only watch helplessly as Supremo's craft departed with Minnie inside.

Back in the seas off Monaco, Nessie and Frederic got to speak with each other after the battle with Ursula. The pair also met the mermaid princess Ariel, who had been passing by and who freed Nessie from the boulder. Striking up a friendship, the group departed. In England, Fiver had a vision of the meadow being covered in blood, also foreseeing that a smoky demon and a colossal, burning bird would come and destroy their home and all in their path. Fiver tried to convince Hazel to flee, but Hazel was unconvinced of his brother's visions. Eventually, though he remained skeptical, Hazel agreed to speak with the warren's chief on Fiver's behalf, concerned by his brothers rants.

A Hard Crossing
Inside the Watership Down warren, Hazel brought Fiver before the Chief Rabbit to tell him of Fiver's vision. The Chief didn't have much interest in Fiver's vague prophecy and only said he would think about the matter, to which Fiver responded they didn't have time before running off. Hazel left to look after his brother. All the while, the young deer Bambi listened to the conversation with interest.

In Germany, the wicked Queen Grimhilde met with her allies: El Supremo, Messina, and the pirate Captain Hook to discuss the recent attacks on the world's heroes. The meeting was interrupted by the arrival of Grimhilde's brother Lord Maliss, who told Grimhilde of Mok's alliance with Maleficent and proposed that they join with the occult superstar. As a show of good faith, Maliss told Grimhilde he would capture her long-standing nemesis, the princess Snow White. Maliss' estranged lackeys, the villains-in-training Scowl and Batso, decided to accompany their former master in hopes of proving their worth to him.

Knowing they weren't safe in Europe after Hades' attack, Anastasia, Dimitri, and their companions boarded a ship bound for the United States. Also aboard the vessel were a group of mice including among their number the Mousekewitz family, who were hoping for a new life in America, and the unwilling passengers Hubie and Rocko, two penguins bound for an American zoo.

Unfortunately, there would be no relief for Anastasia across the world from her pursuers. During the night, Maleficent cast a spell that allowed her to take control of the sleeping Russian princess' mind. As she rose from her bed and headed above deck, a storm rolled in, flooding parts of the ship and endangering Fievel Mousekewitz, a child of the Mousekewitz family. Meanwhile, Hubie and Rocko managed to escape from their cages and attempted to find a way off the ship. All three parties soon found themselves in danger as Dimitri tried to stop the mesmerized Anastasia from leaping into the sea and Fievel, Hubie, and Rocko fought to keep from being washed overboard. Dimitri managed to save Anastasia in the nick of time, but the animals weren't so lucky, being enveloped by the churning sea. Watching from afar, the villains plotted anew.

Back in Germany, Maliss, in the form of a dragon, spotted Snow White and her seven dwarf companions in a meadow. Landing and reverting to human form, Maliss accosted Snow White, blasting the Dwarfs with beams of magic from his eyes when they tried to intervene. However, White used the distraction to flee into the forest, forcing Maliss to once again take dragon form and pursue her. Scowl and Batso tried to follow, only for the Dwarfs to spot Scowl and beat him with clubs. Their efforts were for naught, however, as Maliss managed to snatch White and fly off with her. Accompanied by the animals of the forest, the Dwarfs set off in pursuit.

In another forest in Wales, the farm boy Taran was walking the pig Hen Wen, who had the power to foresee the future when her nose was dipped in water. This strange power had gotten the attention of the sorcerer Rothbart, who sought to capture the pig for his own means. Taking the form of a monstrous bat, the Great Animal, Rothbart and his draconic Gwythaints tried to snatch Hen Wen. They soon succeeded, despite Taran's attempt to stop them.

At a farm in England, Judge Claude Frollo and his men tried to arrest Lady Juliana, the wife of a late Knight of the Round Table, for her association with a potential threat to Maleficent and Mok's alliance. Eavesdropping on the incident, Juliana's daughter Kayley rode off to seek help, only to be spotted by Frollo, who chased after her. Kayley tried to escape into the forest, but Frollo soon caught up with her and tried to restrain her, only to be confronted by the blind hermit Garrett. Despite his apparent disability, Garrett managed to fight off Frollo's soldiers, aided by the magic of the forest. Unwilling to lose any more men, Frollo backed off.

In the deserts of Arabia, the princess of Baghdad Yum-Yum and her lover, the cobbler Tack, traveled in a caravan to seek an alliance with Agrabah against the rising threat posed by the villain forces. However, their plans were known to the villains, who sent Jafar to deal with the princess. Tack tried to stop Jafar, but the capture of Yum-Yum by Jafar's lackey Abis Mal distracted him, allowing Jafar to capture him as well. Watching from nearby, a thief following the caravan decided to pursue Jafar, curious about the unfolding situation.

Sent to France to deal with another potential threat, Ruber broke into the castle inhabited by an enchanted Beast and his lover Belle. Though the Beast initially seemed to be more than a match for the wicked knight, Ruber used a potion provided by Maleficent to transform his hired thugs into soldiers of living iron. The monstrosities overpowered the Beast, only for Belle to escape in the confusion. Ruber sent two of his men after her, but the Beast followed and knocked the iron men from a cliff, escaping with Belle.

Hearing that her nephew Freddie was accompanying the mermaid Ariel, Messina entered the sea to deal with the pair and their companions. Not long after she attacked them, however, Messina was herself confronted by Ariel's father King Triton, ruler of all the seas. Triton blasted Messina with his trident, but Messina's magic was even more powerful than the sea king's, and she managed to turn the tables on him, transforming him into a helpless polyp. Though her original targets were still unharmed (physically if not emotionally), Messina was content with having taken down a much larger threat.

At Swan Lake in Russia, the princess Odette was talking with her animal companions when she was confronted by Dr. Facilier, who told her he could help her win the heart of her childhood love Prince Derek. Though Odette's friends didn't trust the witch doctor, Odette agreed to accept Facilier's help, only for him to betray her and use his voodoo magic to transform her into a swan, with the help of his sinister voodoo friends.

In New York, as the mouse Doctor Dawson headed to the meeting of the League of Extraordinary Gentlemice, he found Fievel, who had managed to survive the storm and make it to land, but was still grieving his separation from his family. Believing the League may be able to help him, Dawson took Fievel to meet his friend Basil of Baker Street, the League's founder. Back in England, despite the Chief Rabbit's reluctance, Hazel and Fiver gathered a group of rabbits who agreed to help them seek safety. They were also followed by Bambi, who also sensed something was amiss. Elsewhere in England, Prince John, the corrupt ruler of the island kingdom, met with the evil lion Scar and the devious tiger Shere Khan to discuss an alliance. They were approached by the goblin Prince Froglip, who asked to also join forces with the group. Despite Scar and Shere Khan's doubts about the goblin's usefulness, Prince John agreed to accept Froglip's aid.

Having heard of Aladdin's encounter with Zigzag and fearing a conspiracy against the world's heroes, Mickey, Donald, and Goofy traveled to Agrabah to ask for Aladdin's help in protecting their world and helping rescue Minnie. Aladdin agreed to do what he could. In Wales, the necromancer known as the Horned King gathered his allies, including Ruber, Facilier, and Rothbart, who presented his master with Hen Wen, who he believed could lead them to the fabled Black Cauldron. In Germany, Queen Grimhilde used her Magic Mirror to watch the events transpiring across the world, looking for potential allies and enemies.

Survival or Extinction?
Dr. Dawson and Fievel returned to the League of Extraordinary Gentlemice's safehouse, but as Fievel tried to ask Basil for aid in finding his family, he found the detective was busy preparing for conflict with the villain forces and waiting for an important letter from his ally Mrs. Brisby. Despite the concern of the other League members for Fievel's situation, none of them could shake Basil from his work. Elsewhere in England, there was also dissension in the ranks of Prince John's forces as Scar and Shere Khan tried to convince John that Prince Froglip was a liability. Unable to change the prince's mind, the pair left to see to other matters. At the chateau of the power-hungry French noblewoman Lady Tremaine, Maleficent appeared and offered Tremaine a place in her circle of her allies. Interested but not fully convinced, Tremaine agreed to consider Maleficent's offer but said she would wait and watch the war play out before she made her choice.

Hearing of Ruber's attack on the Beast's castle, the wolf-dog Balto and his companions trekked through the snowy French forest to investigate. Little did they know that the Beast and Belle were nearby looking for shelter, but neither of the two parties were alone. A savage bear attacked Balto's group, soon joined by a second bear that assaulted Belle and the Beast, who had been joined by Cogsworth and Lumiere, two of the Beast's servants who had also managed to escape the castle. The first bear managed to pin Balto down and began crushing the life from him when it was attacked by his mate Jenna, knocking it away and saving Balto's life. The Beast quickly disposed of the second bear by pushing it onto an icy lake, the thin ice breaking under the bear's weight and plunging it into the freezing water. The other ursine chased Balto onto the lake as well and was similarly sent to its death, but the breaking ice endangered Balto before he could escape. As Balto was also thrown into the water, his polar bear cub friends Muk and Luk dove into the lake to save him, despite being themselves unable to swim. They found Belle trapped as well, with the Beast joining them all in the water in an effort to rescue her. It seemed they would all be lost to the cold, but as hope seemed lost, they managed to break back out and climb to safety. United by their shared near-death experience, Balto and his companions agreed to accompany the Beast and Belle to get their home back.

In England, Prince Froglip welcomed his parents, the Goblin King and Queen, to the luxuries of life under Prince John, but was watched by the noble thieves Robin Hood and Little John, who were acting as scouts for the hero forces. Accidentally knocking a stone onto the Goblin King's head, Robin Hood alerted Froglip to their presence, and the goblin prince tried to capture his benefactor's old enemy. Robin managed to hold his own in battle with Froglip's goblin warriors, only to be surprised and overpowered by the queen. As the goblins swarmed Robin, Little John came to his aid and knocked out the queen with a single blow, allowing the pair to escape.

Informed by one of his acolytes that a young boy named Mowgli had been spotted in the jungles, Tzekal Kan decided to capture him for use as a blood sacrifice to his gods. Cornering Mowgli, Kan was attacked by the man-cub's protectors Bagheera and Baloo, but his magic allowed him to knock Bagheera into a river. As Kan tried to seize Mowgli, however, the boy threw sand into Kan's eyes and ran off, buying time for Baloo to catch the shaman by surprise and tackle him. Recovering, Kan used a magic shove to knock Baloo from a cliff, badly injuring the bear. Bagheera returned and knocked Kan into the same river he had himself been thrown into, allowing the group to flee deeper into the jungle as Kan was swept downstream by the current.

As Captain Hook prowled the seas keeping an eye out for heroes to send to the depths, he was himself attacked by another pirate, the legendary Sinbad. The Arabic pirates quickly got the upper hand over their Neverland counterparts, easily dispatching many of Hook's crewmen. Hook himself took up arms against Sinbad, but the master swordsman managed to KO Hook by knocking him into a cannon. With the pirates taken care of, Sinbad and his crew took a chest of gold from the Jolly Roger hold and departed.

Passing by Lady Tremaine's estate while on her way to meet up with Basil and the League, Mrs. Brisby found her old friend Jeremy, a crow, tangled in a mess of string. As Brisby worked to free him, however, his allergies began acting up, a sign that Tremaine's vicious cat Lucifer was stalking them. Brisby managed to free Jeremy, who flew off, leaving Lucifer to turn his sights on Brisby instead. As she tried to escape, Brisby lost her grip on the letter Basil needed, losing it in a stream. Just then, Lucifer pounced, knocking her into the water as well. Before Lucifer could finish Brisby off, however, Jeremy returned, clawing at Lucifer's back. While Lucifer was distracted, Jeremy ushered Brisby to safety, flying away with her holding on to a piece of string gripped in his talons.

In New Orleans, Tiana and her husband Prince Naveen were working to set up their restaurant when they were approached by Professor Screweyes, who tried to convince them to take his special "Brain Drain" pills in exchange for help in achieving their dreams. Tiana naturally refused, but Naveen hesitated, with Screweyes taking advantage of the moment of weakness to stab him in the finger, signing Screweyes' contract in blood. The mad professor used his Brain Drain pills to devolve the pair into frogs, but before he could take them for use in his experiments, the two managed to escape on a balloon.

Surviving the storm at sea, Hubie and Rocko washed up on the shoreline of a tropical jungle, where they were found by a hungry Shere Khan. The tiger pounced on Hubie and swallowed him whole, only for Rocko to come to his defense and attack Khan, forcing him to spit Hubie out. As Khan turned his attention to Rocko, Hubie came in from behind and sucker-punched Khan. While the tiger was recovering, the two swam to safety, leaving Khan to wonder how he had been beaten by two penguins.

In deep space, the youth Jim Hawkins sat on top of his mother's inn when he noticed Thrax and his gang preparing to attack. Jim hurried to evacuate his mother and their friend Doctor Doppler as the viruses assaulted the inn. As Thrax's gang set the inn alight, Jim and his companions leapt out a window into a cart outside. Though they were alive, they could do nothing to prevent their home from burning to the ground.

In the wilds of Africa, Scar gathered his hyena lackies Banzai, Shenzi, and Ed for a hunt, hoping to take out any animal heroes they could find. Watched by a flock of curious vultures, they chanced upon the young sauropod dinosaur Littlefoot and his group of friends. The hyenas chased after the dinosaurs, only to lose them in a forest of brambles. However, as Littlefoot's friends emerged on the other side, they were confronted by Scar himself. The hyenas came in from behind to cut off their escape, but before either side could make a move, a much larger predator arrived on the scene: a deadly T-Rex. Knowing they were outmatched by the powerful dinosaur, Scar and the hyenas wisely fled, but Littlefoot and his companions could do nothing to escape the creature - until Littlefoot's Mother came to her son's defense. The adult sauropod beat the T-Rex with her tail, but was soon out-maneuvered and savagely mauled by the predator. While the two larger dinosaurs were distracted, the hyenas returned to try and finish off the smaller ones, only for Littlefoot's mother to crush them with her tail, opening up a crevasse in the unstable volcanic ground. As the earth split asunder, all the combatants were forced to retreat, as well as other dinosaurs nearby caught in the earthquake.

Finding shelter in the swamps from Professor Screweyes, Tiana and Naveen were found by Nessie, who offered to bring them to Ariel's group. Further down the coastline, Tzekal Kan escaped the river and was found by Captain Hook, who offered to avenge the shaman's humiliation if he agreed to do likewise for Hook. On Planet Z, the warlord Emperor Zurg and the rogue Galactic Federation Captain Gantu met with Thrax, who they had hired to kill Jim Hawkins, seeing him as a potential threat. The group plotted their next move.

Hearing from Froglip about his encounter with Robin Hood, Prince John chewed out a returning Scar and Shere Khan for not being there to help Froglip apprehend his hated enemy. Fed up with John's behavior, the two predators decided to leave his faction to seek power for themselves. Meanwhile, hearing about Thrax's alliance with Zurg and Gantu, Jim Hawkins and Dr. Doppler decided to join the crew of the R.L.S. Legacy in hopes of striking back against the villains, unaware they were being watched by the Chinese warrior-maiden Mulan. At Forbidden Mountain, Lady Tremaine, having considered her options, decided to accept Maleficent's offer of servitude and cast her lot in with the sorceress.

As the earthquake finally subsided, the vultures celebrated their escape from the calamity when they noticed Littlefoot had found his mortally-wounded mother. They could do nothing but watch as the mother bid farewell to her grieving son, who was now lost in an unfamiliar world.

Alliances
Flying over Africa, the seagull Scuttle happened to notice the now-orphaned Littlefoot, who slipped and fell down to the shoreline where Ariel's group was seeking shelter. As the dinosaur explained his situation, the others took pity on him and agreed to keep him company while he looked for his other friends. Meanwhile, in the seedy metropolis of Cool World, Jafar met with the nightclub dancer Holli Would and offered her a place in Mok's organization. Already familiar with Mok, Holli agreed.

Deep in the wilds of England, the sorcerer Merlin called together other benevolent magic users, including the Fairy Godmother, the fairies Flora, Fauna, and Merryweather, the sorcerer Avatar and his companions Elinore and Weehawk, and his apprentice Arthur to discuss the recent villain attacks. While Merlin pressed for immediate action against the forces of evil, the others believed they needed to wait for Robin Hood to return with his scouting reports.

In Germany, the world's most prominent leaders, including the German rulers King Stefan, Queen Leah, King Hubert, and Prince Philip, the unnamed king of France, the English knights Sir Ector and Sir Kay, King Papa of Hungary, King Morpheus of Slumberland, King Jarol of Firekeep, and the dour King Haggard, gathered to plan their own resistance against the villain forces. The rulers promised mutual protection and assistance in the event that their lands were attacked, though some of the gathering felt on edge about Haggard's behavior.

At Forbidden Mountain, Maleficent tasked Rasputin with capturing Princess Jasmine, empowering his reliquary for the job. Suddenly, Thrax arrived, asking the pair to join Zurg's alliance. Though uninterested in Thrax's offer, Maleficent believed he could be of use to her and asked that he help Rasputin in capturing Jasmine. The virus agreed and departed, not knowing that the entire exchange had been watched by the Thief, who had followed Princess Yum-Yum to Maleficent's citadel.

As Rasputin and Thrax arrived in Agrabah, they were met by Aladdin, Mickey, Donald, and Goofy, who rallied to defend the princess against the two invaders. Rasputin demonstrated his new power by using his reliquary to transform Jasmine's pet tiger Rajah into a helpless kitten when he leaped in to protect his master. Even the Genie was powerless against the Russian sorcerer, knocked flat by the reliquary's magic. However, Aladdin used Rasputin's temporary distraction to rush in and sucker-punch the lich. Mickey tried to block Thrax from attacking Jasmine, only to be backhanded by the virus. Donald and Goofy similarly failed to stop him, but as Thrax moved in to seize the princess, Pluto got between the two. Thrax burned the dog with his claw and managed to snatch Jasmine, threatening to kill her if the heroes followed him. The pair departed, leaving Aladdin and Mickey to watch helplessly.

In the American wilds, the wild mustang Spirit kept careful watch over his herd when he noticed Scar's mate Zira stalking two young foals that had become separated from the other horses. Unable to stand idly by, Spirit charged in and stepped in between Zira and the foals. The two battled furiously, Zira swiping at Spirit with her claws while he deftly evaded her attacks and kicked at her with his hooves. At one point, Zira managed to leap on top of him, but Spirit rolled and knocked her off. Zira was forced to retreat, though she swore that their battle hadn't ended.

In the Horned King's citadel, Ruber was gearing up for another attack on the heroes when he was confronted by Hades, who asked him to attack his old enemy Hercules. Ruber agreed, unaware that the bored god had set him up, not telling Ruber about Hercules' status as a demigod. Arriving in Thebes with his iron soldiers, Ruber managed to get in a good hit before Hercules could draw his sword, while his griffin assaulted Hercules' winged horse Pegasus. Seeing his steed and friend being attacked, Hercules gained a second wind and knocked Ruber and his griffin out with a single punch. While the wicked knight was incapacitated, Hercules and his companions fled to safety.

In deep space, the pilot Akima Kunimoto rushed to warn her friends Cale Tucker and Joseph Korso that Captain Gantu had targeted them for death, only to find that the rogue captain had beaten her there. As Cale and Korso tried to flee in a spacecraft, Gantu shot Cale off of the vehicle's hull, forcing Korso to turn around to pick him up. Gantu pursued them, continuing to fire at the pair, but Cale managed to get back on board the craft. Gantu narrowly managed to escape to his own vessel as the humans crashed out of the space station, destroying it. Gantu fired on the spacecraft and destroyed it with his craft's guns, but Cale and Korso ejected in the nick of time, boarding Akima's craft and warping out, leaving Gantu alone in his own damaged ship.

In Africa, the meerkat and warthog Timon and Pumbaa were collecting insects for food when they were attacked by the tyrannosaurus Sharptooth, driven into their territory by the earthquake. The pair tried to flee, but soon found themselves trapped, only for their lion friend Simba to come to their defense, managing to knock the dinosaur on its back. As Sharptooth tried to get back up, Simba pushed it into a ravine, saving his friends.

In Paris, Frollo tasked his ally, the Englishman Ratcliffe, with cracking down on immorality in the streets of the capital, in particular the Spanish con artists Tulio and Miguel, who had been swindling Parisians in rigged gambling games. As the Spaniards were in the middle of another game, Ratcliffe arrived with a platoon of guards. Miguel stole one of the guards' swords and tried to make a stand, with Tulio following suit. The two managed to hold off the guards long enough to try and escape, only to find themselves at the edge of a high wall. With the guards closing in, Tulio and Miguel dove off the wall into a pair of wine barrels, only to be snagged in a cargo net and hauled back up to face justice.

In Hawaii, the alien-hunting government agent Kent Mansley paid a visit to the young Lilo Pelekai, who he suspected was sheltering an extraterrestrial lifeform. When Mansley began getting violent, Lilo's alien companion Stitch came to her defense, confirming Mansley's suspicions. Kent punched Stitch down when he tried to attack, only for the alien to come back with a vicious assault powerful enough to knock Mansley down. Though forced to leave, Mansley was pleased to have been vindicated in his beliefs.

Approaching Dr. Facilier in person, Mok Swagger asked the voodoo witch doctor to capture the musician Angel, who he said was vital in his plans. Mok even tasked his lackeys the Schlepper Brothers with accompanying Facilier for the job. Though Facilier was irritated by Mok's imposition, he agreed to carry out the task. Approaching Angel and her friends Omar, Dizzy, and Stretch,  at their hideout, Facilier mesmerized the group with Mok's mind-numbing Edison Balls. While the group was incapacitated, Facilier and the Schleppers placed Omar, Dizzy, and Stretch in a car which they set to crash into a fountain before escaping with Angel. As Omar and friends regained their senses, surviving the crash, they were found by Aladdin, Mickey, Donald, and Goofy, who agreed to help them find Angel.

Deep in his lair in Africa, Scar organized his own faction, including Shere Khan, Zira, the python Kaa, the feline serial killer Claudandus, and the violent rabbit General Woundwort, to seize power for animalkind. Back in Hawaii, Mansley's superior Cobra Bubbles confronted him about his treatment of Lilo and Stitch, who were old friends of Bubbles'. He immediately fired Mansley from the agency.

On Planet Z, Zurg arrived to greet his newest recruits, the cyborg warlord Zygon and the mad intergalactic criminal Tyler. Though disappointed with the size of his faction, Zurg decided to move forward with his plans to conquer the galaxy. Back on Earth, Angel and Princess Jasmine were thrown into Mok's prison with Princess Yum-Yum, under the oversight of Holli Would. At the Horned King's citadel, Facilier introduced the King, Rothbart, and Ruber to their new recruits - Avatar's powerful and wicked brother Blackwolf, the Icepeak sorcerer Nekron, and the Istari wizard Saruman of Many Colors. Together, this "Bakshi Bunch" vowed to bring the world to heel before the Horned King.

Scout Missions
At the Horned King's citadel, Blackwolf, on his first assignment from the King, dispatched his assassin Necron 99 to find and eliminate Merlin and his allies. Meanwhile, at Basil's hideout, the League of Extraordinary Gentlemice welcomed the arrival of Mrs. Brisby, although she explained that she had lost the letter she was carrying, much to Basil's frustration.

At the Palace of Justice in Paris, Frollo checked in on his new prisoners, including Tulio, Miguel, Lady Juliana, Tack (whom Jafar had brought to him on the orders of Maleficent) and the newly captured troll Stanley. After Frollo left, the heroes, led by Tulio and Miguel, began to work on a plan to escape. At Animal Cruelty Squad Sector B, the insidious Cruella De Vil assigned her trusted thugs Jasper and Horace with preparing their own captives, including the dogs Rowf and Snitter and the cat and mouse pair Tom and Jerry, for skinning in order to make fur coats, while she went out to meet the other members of the Animal Cruelty Squad. Elsewhere, in England, Merlin and his allies, now joined by Elinore's father the Fairy President, were still waiting for Robin Hood's report. Merlin stated that he already sent out another scout to find Robin.

On the peaceful farm of Patch of Heaven, Pearl Gesner and Widow Tweed went about their day tending to their farm animals. With the exception of Pearl's cows Grace and Mrs. Calloway, new faces had recently been introduced to the farm, including the kind-hearted pig Wilbur,  the friendly cow Maggie,  the wise spider Charlotte, a friendly goose, the trouble-making rat Templeton, and Tweed's adopted fox Tod. However, terrible news arrived as Sheriff Sam Brown and his horse Buck arrived on the farm, to inform them that the bank was auctioning off the farm due to unpaid taxes. Having no other choice, Pearl and Tweed had to abide by the bank's decision. While most of the animals were devastated about the fact that they would be sold and likely killed and eaten, the conniving pig Napoleon, taking advantage of the situation, decided to take action and gathered several of his allies for a scheme of his own.

In the forests of England, Robin Hood and Little John took a moment to recover from their run-in with Froglip before heading back to Merlin and Avatar's group. However, Necron 99 chanced upon the pair and held them at gunpoint. Noticing the assassin, Robin and John ran for their lives, with Necron chasing after them, opening fire with his rifle, nearly hitting John. Robin returned fire, hitting Necron's mount in the head and killing it. Leaving the dead beast behind, Necron continued his pursuit, unaware that he was being watched by Peter Pan and his fairy companion Tinker Bell, who were the second pair of scouts sent by Merlin.

In space, on the artificially intelligent spacecraft Arthur (not to be confused with Merlin's apprentice), the spacecraft's passengers Orin and Dagg Dibrimi, joined by the police officer cell Osmosis Jones and the pill Drix (who served as agents of the Galactic Federation) were summoned to a Federation meeting. On their way, they were attacked by Zurg's agent Warp Darkmatter and a platoon of Hornet robots (who had been informed about their activities by Thrax and Zygon). Though under fire from the robots, Jones managed to destroy many of them with the ship's mounted gun. Landing, Orin, Dagg, and Drix exited the ship to fight the ambush off directly, with Darkmatter also disembarking to do battle with them. Catching Darkmatter in between them, Drix and Dagg managed to drive him into the path of Jones' richocheted shot, shooting him down. Emperor Zurg then arrived, stepping into the fray of battle personally. Orin foolishly tried to attack the evil emperor on his own, only for Zurg to stun him with his eye beams. As Zurg called another group of Hornets to attack, the heroes decided to make their escape, with the Hornets opening fire on them. As more Hornets drew towards Orin and Dagg, the Fembot Silica, having heard the commotion, stepped in to see what was happening, only for Dagg to grab her and use her metal body to deflect the laser fire, allowing him and Orin to get to the ship. The other heroes joined them and made their escape from Zurg's forces, much to Zurg's frustration.

In North America, in the forests of the Native Lands, the Powhatan princess Pocahontas and the English settler John Smith sought help and advice from the tree spirit Grandmother Willow, having heard of the attacks on their fellow heroes. At that moment, Knuckles, the sorcerer Clavious' chief lackey, set the forest ablaze with a flaming arrow to draw out any heroes hiding in the woods, having been sent by Clavious to eliminate any potential threats. Spotting Knuckles' fleeing the scene, Smith ran after him, followed by Pocahontas and her animal friends Meeko and Flit. The hummingbird managed to catch up with Knuckles and attacked him, knocking him into a river. Knuckles recovered and pulled himself out before drawing his pursuers deeper into the forest, eventually coming to a clearing where he had mounted multiple crossbows to fire on anyone caught in the center of the field. As the two heroes stormed into the field, Knuckles activated the trap. Fortunately, Pocahontas and Smith ducked out of the way in the nick of time, though Knuckles managed to escape from the forest.

Back at Cruella's mansion, Jerry managed to squeeze through the bars of his cell and use the control panel to open Rowf, Snitter, and Tom's cages just before Horace and Jasper arrived to kill them. When Jasper noticed the empty cells, he called Horace in to find the escapees. Rowf and Snitter fled into the incinerator while Tom and Jerry escaped through an open window. While Snitter managed to escape from the incinerator room, the larger Rowf found himself unable to fit through the exit. The two villains used the chance to activate the furnace, intending to burn him alive. Eventually, Rowf managed to get loose and escape seconds before the incinerator was activated, joining his companions outside.

In Africa, Ariel and Frederic's group journeyed up the river, hoping to find more allies against the villain alliance. However, Littlefoot, tagging along with the group, mistook his own shadow for his deceased mother, grieving when he realized his mistake. The mermaid princess comforted the dinosaur, explaining that she also lost her mother and knew the feeling of being left without a mother. She promised him that they would find his friends who had been lost in the aftermath of the earthquake. At the League of Extraordinary Gentlemice's hideout, Basil was still ranting about Mrs. Brisby losing the intel when he finally noticed the sleeping Fievel. Dawson explained the young mouse's situation and called Basil out for ignoring him all this time. Basil was ashamed of his actions, promising to do everything in the League's power to help Fieval find his family, with Ratigan's capture being only a secondary priority. At that moment, Evinrude flew in with the letter that Mrs. Brisby dropped, cheering Basil's mood as he progressed with the next phase of his plans. At Clavious' hideout, Knuckles reported his failure, frustrating Clavious and his partner-in-crime Zelda. Just as they were debating what to do next, they were approached by their former ally Rothbart, who offered them a place in the Horned King's alliance. The three reluctantly agreed to his offer, having previously parted with Rothbart on bad terms.

Back in the forests of England, Peter Pan made his move, ambushing Necron and goading him into attacking him. The assassin opened fire, only for Pan to dodge the shots. With Necron's ammo spent, Pan grappled with him and knocked the pair over a cliff; though the flying boy escaped harm, Necron was left to fall into the river below. As Pan ushered Robin Hood and Little John to safety, they were unaware that Necron was still alive and continuing to follow them.

Making it to Avatar's tower before Robin, John, and Pan, Necron discovered Merlin, Avatar, and the others inside. Before any of them noticed him, he opened fire on the Fairy President in the middle of his speech, killing him. Merlin retaliated with a powerful spell, incapacitating Necron while Elinore furiously attacked her father's murderer. At that moment, Robin, John, and Pan returned to give their report, only to find they had arrived moments too late to prevent the horrific assassination.

In the wilds of Africa, Shere Khan recruited the brutish penguin Drake into Scar's alliance. As a test of his strength, Khan sent Drake on an assignment to kill the lord of the apes Tarzan, whom they considered a major threat. Arriving in gorilla territory, Drake confronted Tarzan, frightening off the gorillas in the process. When Tarzan ignored Drake's threats and boasting, Drake sucker-punched him, knocking him flat. As Tarzan recovered, Drake charged him, only for Tarzan to knock him out with a single blow. As the gorillas and Tarzan's friends, including the elephant Tantor, the young gorilla Terk, and Tarzan's mate Jane Porter, converged to assist Tarzan, Drake was forced to retreat, not wanting to face all of them at once.

At the Palace of Justice in Paris, Frollo hired the French hunter Gaston and the thug Pete to bring Garrett and Kayley to the Palace of Justice, having failed in capturing them himself. Gaston and Pete, along with several of Pete's weasel henchmen, made their way into the French forests, spotting Garrett and Kayley, now joined by Garrett's pet falcon Ayden and the two-headed dragon Devon and Cornwall. Gaston fired an arrow at Garrett while his back was turned, badly wounding him in the side. As Gaston approached Garrett to finish him off, the hermit knocked him back with his staff, before Kayley tried to take him to safety. Pete ordered his weasels to stop the heroes, only for them to be smacked away by Devon and Cornwall. As Pete made to stab the dragon, the twins blasted him with their fire breath, sending Pete hurtling into the sky like a rocket. As Gaston tried to stop Kayley and Garret himself, Kayley seized a branch and knocked Gaston unconscious with it before managing to flee.

While making their way out of the forest, the Watership Down rabbits and Bambi found their path blocked by a river when they sensed dogs approaching, as Chief and Steele, two hunting dogs of the American hunter Amos Slade, were set loose to track down wild game for their master. Though exhausted by their journey, the rabbits knew they had to find a way across the river before the dogs got their scent. While Bambi bought them time by battling Steele, the rabbits found a floating piece of wood large enough for the exhausted Fiver and Pipkin to ride on while the rest pushed it to the other side. Chief spotted the rabbits as they crossed the river while Bambi managed to fight off Steele. As the two dogs alerted their master, Bambi and the rabbits managed to carry their weakened companions to safety, while Slade and the dogs looked on in disappointment.

Having heard of a certain map that it would lead to the Horned King's citadel in Wales, Odette's friends Jean-Bob, Puffin, and Speed made their way to Devil's Bayou in Louisiana, the residence of Madam Medusa, to retrieve it, and find where Facilier had taken their friend. Their scent was picked up by Medusa' pet alligators Brutus and Nero, though they dug their graves even deeper when Jean-Bob accidentally knocked over a suit of armor, alerting everyone on Medusa's boat to their presence. Medusa arrived just in time to witness the map being stolen by Odette's friends. As Medusa, her partner Mr. Snoops, her ally Edgar, and her alligators cornered the animal heroes, Odette's friends quickly plotted their escape. Using their small size to their advantage and tossing the map to each other to throw off the villains, they managed to escape through a window, though Brutus and Nero followed them and nearly caught them, only for Hubie and Rocko to arrive in the nick of time and save their lives, escaping with the map.

While Aladdin flew through the Arabian deserts, keeping an eye out for potential allies or enemies, he happened upon the Hebrew prophet Moses, who was traveling through the desert with the same intentions as Aladdin, as he had foreseen the coming threat. The two of them agreed to find other heroes and build an army to fight back against the villains. Back in the French forests, Garrett, still injured after his fight with Gaston, and his friends met up with the benevolent Unicorn, who used her power to heal Garrett's wound. As Garrett recovered, more heroes emerged from the forest as the magician Schmendrick, the young boy Taran (accompanied by Princess Eilonwy and the bard Fflewddur Fflam), the Beast, and Balto, and their companions joined forces with Garrett to strike back against their pursuers, forming yet another alliance of heroes.

As they escaped Devil's Bayou, Odette's friends explained their situation to Hubie and Rocko, telling them that they would need assistance in finding their friend. Hubie and Rocko reluctantly agreed to join them on their quest, hoping to find relief from their plight. In the African jungles, Tarzan and his friends were approached by the man-cub Mowgli and his friends, who requested shelter from Tzekal Kan's wrath. The ape lord happily accepted them into his territory.

Called to the Palace of Justice in Paris, the Egyptian Pharaoh Rameses met up with Claude Frollo, as the judge asked him to join with France to crack down on immorality and to secure their lands against rebellions. Rameses accepted his offer, forming a partnership between the French and Egyptian ranks. In Wales, Blackwolf's servant informed his master about Necron 99's success in killing the Fairy President. Blackwolf then explained to the Horned King that it was only a matter of time before the heroes were flushed out of hiding, including his estranged brother Avatar.

At the Animal Cruelty Squad's hideout, the members of the organization were revealed, as Cruella De Ville, the Australian poacher Percival C. McLeach, the cattle rustler Alameda Slim, the wealthy Pristine Figg, the English poacher Clayton, the loan shark Bill Sykes, the corrupt lawyer Mr. Lickboot, an unidentified Colonel in the US Cavalry, and Amos Slade joined forces to hunt down and kill any animal that could pose a threat to them. Meanwhile, in the African wilderness, the kind group of vultures managed to track down the dinosaurs Cera, Ducky, Petrie, and Spike and told them the whereabouts of their friend Littlefoot.

Outside the boundaries of the cosmos, a new malevolent figure was making her first step into the war, as Eris, the Greek goddess of chaos, observed the villains' schemes, taking an interest in Maleficent and Mok's alliance, along with Queen Grimhilde's group. She decided to join both teams and usher in a new era of chaos.

Quasimodo's Torture
In Germany, the sea witch Ursula, alongside with her sister Morgana, cast their lot in with Queen Grimhilde (though in reality the witches were sent by Mok and Maleficent to increase Grimhilde's power). As a show of good faith and test of strength, Grimhilde decided to send the sea-witches after Sinbad, Captain Hook's previous adversary, and reclaim Hook's bounty. The reason behind this task was to retake not only the Queen's riches, but also a certain ruby sunstone that would release a formidable warrior who was sealed away in a sarcophagus long ago, as the Magic Mirror explained. Intrigued by the information, Ursula and Morgana set off to face off Sinbad.

Arriving at the R.L.S. Legacy ship, ready to be taken to the Galactic Federation's headquarters, Captain Amelia explained to her crew, mainly consisting of the Space Ranger Buzz Lightyear, Dagg Dibrimi's crew, Jim Hawkins, and Dr. Doppler, that she had been called to a meeting with the Grand Councilwoman to discuss the looming war and the threat it posed to the Federation. They were also aware of the possibility of Zurg's forces getting hold of a certain item that could endanger the entire galaxy. While the meeting was going on, the hero team was unaware of Mulan's presence, the warrior-woman having snuck onboard the ship and eavesdropped on the conversation.

Meanwhile, on Planet Z, Tyler explained to Zurg his quest to become an immortal warrior. He even gave information to the emperor about the location of a source of immortality, located on the farthest borders of the galaxy, where it could be accessed by a special green crystal in Tyler's possession. To demonstrate the effects of immortality, Tyler had his scientist Dr. Schechter give him a sample of a potion which would grant anyone ingesting it immortality and regenerative properties. Cutting his arm with a knife, Tyler drank the potion and instantly healed the wound, impressing both Schechter and Zurg. Back on Earth, in the Pride Lands of Africa, Simba was still badly wounded from his fight with Sharptooth. Timon and Pumbaa offered to watch over the Pride Lands on his behalf, while he recovered at Pride Rock. Simba was reluctant, but eventually gave in, trusting them to keep the peace while he was indisposed.

In the Arabian deserts, Aladdin introduced Moses to his newfound allies before planning an attack on Paris to confront Claude Frollo and Rameses in their stronghold, having discovered that some of their friends may be imprisoned there. Moses was hesitant to join them, explaining that he had a history with Rameses, revealing that he was the pharaoh's estranged half-brother. Many years prior to the war, Moses seemingly killed Rameses' captain of the guard Sa'Luk, by pushing him off a cliff while defending a Hebrew slave who Sa'Luk was beating. Convicted as a murderer, he ran away as a pariah from the land of Egypt, leaving his step-brother behind. Now, with the war going on, Moses decided to pay Rameses a visit and peacefully convince him to abandon his alliance with Frollo and to release Aladdin's friends. Aladdin's group agreed to let Moses try to reason with Rameses before they launched an attack.

At the borders of the Pride Lands, Timon and Pumbaa patrolled the area, where they happened upon the two Struthiomimus siblings Ozzy and Strut, who had wandered into the savannah in hopes of finding a good meal. Before they could devour some unguarded ostrich eggs, Timon tossed a large stone at them, hitting Strut in the head and causing him to drop one of the eggs. Confronting the dinosaurs, Timon demanded they leave. Angered at losing their meal, Ozzy and Strut advanced on the heroes; however, Pumbaa charged and rammed them into the side of a cliff, setting off a landslide that buried the scavengers. Timon and Pumbaa departed, having kept the Pride Lands' borders safe.

In England, near Cruella's mansion, the dashing actor and humanoid cat Danny stumbled upon Cruella and her thugs while looking for some of the other dogs and cats who had gathered in the city. Cruella, at the moment, was confronting Horace and Jasper about letting some of their captives escape. Danny tried to ask them for directions but, annoyed by the cat's antics and looking to imprison him to replace their escaped prisoners, Cruella went after him with a tire iron. However, Danny's small size and nimble dancing allowed him to evade Cruella's attacks, baiting her into knocking out Horace and Jasper before incapacitating herself as well. Seeing he was going to get nowhere with the trio, Danny departed to continue searching for the gathering himself.

In the forests of England, outside Prince John's kingdom, John's captain of the guard the Sheriff of Nottingham, while on patrol duty, noticed the barbarian warriors Larn and Darkwolf, who happened upon the forests in search for King Jarol's current whereabouts, having been separated since the beginning of the war. The Sheriff called upon a platoon of wolf archers to eliminate them, fearing that they might pose a threat to John's kingdom. Larn managed to evade the Sheriff and his men, leaving an opening for Darkwolf to attack, knocking several archers out with an arrow. The Sheriff confronted Darkwolf personally, only to fall before the hero's strength. Meanwhile, the Sheriff's other men pursued Larn, driving the hero into the trees, where the wolves lost him. Suddenly, another hero made his move as the young miner Curdie charged the Sheriff, taking him by surprise. Defeated and overwhelmed by the trio, the Sheriff called on his troops to withdraw.

On the flagship of the Syracusan navy, Sinbad, along with his best friend and royal heir of Syracuse, Prince Proteus, examined the peculiar ruby sunstone the thief had stolen earlier from Hook. Before they could proceed any further, the sea-witches Ursula and Morgana ambushed the heroes intent on reclaiming Hook's lost bounty, forcing the heroes to fight for the sunstone. However, the sea-witches were easily humiliated, with Sinbad's dog Spike biting one of Morgana's tentacles off and Sinbad launching an explosive barrel at Ursula, hitting her in the face. While Sinbad was distracted knocking Morgana overboard, Ursula seized the opportunity to grab both the ruby sunstone and Sinbad in her tentacles before departing along with her sister, leaving behind the distraught Proteus to watch helplessly as his friend was taken by the sisters.

The League of Extraordinary Gentlemice made their way to a hollow tree, following the notes in the letter Mrs. Brisby had brought to Basil. As they journeyed further inside, the group noticed a large spider advancing on Fieval. Before it could catch him, however, it was easily squashed by the tree's occupant, the wise Great Owl. When he questioned them about barging into his house, they told him their mission to find Fievel's family as well as trying to hunt down Ratigan. The Great Owl warned the mice that Ratigan was in cahoots with his wicked brother, the Grand Duke of Owls, a powerful foe they would need to defeat if they hoped to find Fievel's family. Thanking the Owl for his help, the League set out to hunt down the Grand Duke.

Meanwhile, at the headquarters of the ACS, Alameda Slim told his allies about Patch of Heaven being up for auction and his belief that it would be the perfect place for him and his allies, including Amos Slade and the Colonel, to set up a new base. In Paris, Frollo and Rameses headed off to attend the annual Festival of Fools, in accordance with the country's customs. As they headed off, Frollo's adopted son and the hunchback of Notre-Dame cathedral, Quasimodo, noticed the two of them leaving and decided to follow them on their way to the festival, hoping to learn more about the outside world. In Africa, Ariel's group was still trying to help Littlefoot find his friends until the Vultures showed up along with Cera, Ducky, Petrie, and Spike, cheering Littlefoot's hopes and spirits. Everyone rejoiced as the young dinosaurs came together again. Littlefoot and his friends then parted with Ariel's group to go their own way, although they stated that they would meet Ariel and her friends again at some point in the future.

At an unknown galactic bar, Tyler and his chief assistant Lambert were approached by Buzz Lightyear and Jim Hawkins, who believed Tyler to be in league with Zurg. However, having chanced upon the bar as well, Mulan was attacked by Tyler. Jim came to Mulan's defense and shot Tyler down with several blaster shots, seemingly killing him. However, to the heroes' surprise and horror, Tyler managed to drink another of his immortality potions, healing his injuries. Buzz Lightyear then came to Jim and Mulan's defense, opening fire with his wrist-blaster. However, Tyler armed himself with a blaster rifle and returned fire alongside Lambert and his crewmen, hitting Lightyear, though he managed to survive due to his battle armor. Not interested in dealing with the galactic enforcers, Tyler and his crew departed, leaving the heroes with a dangerous new adversary.

As the League of Extraordinary Gentlemice searched for the Grand Duke of Owls, they were suddenly ambushed by their quarry and his feathered minions. Using his magic breath, the Grand Duke summoned a lightning bolt to scatter the mice. Thinking them easy prey, the Duke allowed his minions to toy with them before they ate the rodents. Recovering, the mice defended themselves. In the midst of the commotion, Fidget, Ratigan's chief lackey, managed to track down the League and frightened Fievel and Mrs. Brisby, before departing to see to other matters. After the failure of his minions, the Grand Duke decided to deal with the League personally, growing to immense size and bringing his magic to bear against them. Basil called upon his trusty dog Toby to their defense, with Toby attacking the Duke and temporarily distracting him. Using the opening, Basil spotted a discarded flashlight and turned it on, shining it on the Duke; light being the Duke's only weakness, the flashlight's beam forced the Duke to retreat.

In the American West, Spirit was spending time with his herd when he was caught off guard by Alameda Slim, who believed that he might be the perfect trophy for the ACS to put on Patch of Heaven's ranch once they had claimed it. Spirit sent his mother and his herd to safety, warning them to avoid an open confrontation, while he dealt with the humans. Slim sent his nephews, the Willie Brothers, after the stallion, driving him to a secluded canyon path. Pursuing him, Slim used his spurs to knock a large boulder down into the canyon's exit and cut off Spirit's escape. He didn't expect Spirit to turn and charge, confronting his pursuers head-on. However, Slim called on his men, including the corrupt sheriff and smuggler Rico, to capture him, successfully subduing the stallion with lariats. Spirit's mother, seeing his situation, made an attempt to save Spirit's life, but Spirit stopped her, fearing for her safety. He appointed her leader of the herd in his absence. The herd reluctantly left the canyon pass, with Spirit taken away by the ACS.

In Paris, the Festival of Fools had began, as several circus performers, including the ringmaster Professor Screweyes, the Egyptian high priests Hotep and Huy, the magician Sarousch, the puppeteers Stromboli and Puppetino, and the con artist Foulfellow displayed their tricks and talents to the townsfolk. Amongst the French civilians, a new arrival made his way to the Festival, as Quasimodo stumbled into the center of the Festival, catching the attention of every eye, including Frollo and Rameses. The Pharaoh ordered his troops and the circus performers to apprehend the hunchback and humiliate him in the worst way possible for his intrusion on the Festival and disobedience in leaving Notre Dame. While Quasimodo begged for help from his father, Frollo looked away, leaving Quasimodo to his fate. The event was also watched by the troll-like creature Gurgi, who took pity on the hunchback's humiliation and decided to help him.

Surviving the rockfall, Ozzy and Strut were found by Shere Khan, who requested that they join Scar's alliance, in hopes of striking back against Timon, Pumbaa, and any other hero would make a stand against them, an offer both the Struthiomimus agreed to. Back at Patch of Heaven, Napoleon secretly met with his new allies, including the criminal mastermind Cat R. Waul, Ratigan, Warren T. Rat, the treacherous rat Jenner, the rogue Mouse King, the savage pitbull Carface, and the Grand Duke of Owls. Together, they agreed to help Napoleon turn Patch of Heaven into an independent nation of animals, without human interference. Napoleon would rule this new nation, with Waul the head of the army.

In the wilds of England, while Avatar set to work on repairing Necron 99 and reprogramming him to work for them, Merlin and his allies welcomed new arrivals, as the Istari wizard Gandalf the Grey and the hobbit Frodo Baggins joined forces with them, bolstering the resistance's ranks. In London, Rowf, Snitter, Tom, and Jerry made contact with the animal resistance group Danny had been looking for, headed by the alley cat Thomas O'Malley, the detective cat Francis, and Francis' friend Bluebeard. Together, they agreed to help the ACS escapees bring justice to their tormenters. At ACS headquarters, Bill Sykes informed McLeach and Clayton about Littlefoot and his friends, believing the dinosaurs would be the catch of a lifetime.

Back at Castle Grimhilde, Ursula and Morgana delivered the ruby sunstone to Grimhilde, allowing the Queen to release the formidable warrior from his sarcophagus, as Tzekel Kan proclaimed a new era where the gods had awakened. At last, the ruthless Ogthar returned to the world of the living, ready to take action and become involved in the approaching war.

Dark Schemes, New Ploys, New Revelations
At Forbidden Mountain, Maleficent and Mok's allies converged to discuss their next move, until Eris, deciding to enter the conflict in person at last, popped up, proposing to join their alliance as one of their new additions. Furthermore, she explained that she would set in motion a deadly and cunning plan that would destroy all the heroes, much to the interest and delight of the villains. While the meeting was going on, Claudandus (having snuck into Maleficent's citadel undetected), used Mok's supercomputer and copied a program from the machine for his own plans before making his leave, along with Eris, who departed to set her plan in motion.

On the R.L.S. Legacy ship, Captain Amelia, having discovered Mulan's presence, intended to ditch the stowaway at the next stop. Jim stood up for her, explaining her run-in with Tyler as well as how she helped them fight the villain off. Furthermore, he expressed his belief that, now that they knew Tyler was effectively invincible, they would need all the help they could get to take him down. The feline captain eventually allowed Mulan to stay with them, tasking Jim with keeping an eye on her. Mulan was puzzled by the fact that Jim stood up for her. Jim simply replied that he couldn't stand by and do nothing when she needed help. When Jim departed, Mushu, Mulan's guardian dragon suspiciously noticed Mulan's growing affection for Jim.

At ACS Sector A, after being informed about Littlefoot's presence, McLeach prepared to lend several ferocious animals to Clayton as back-up to collect his prey. McLeach stayed behind at Sector A to monitor Clayton's progress, while the other hunter left to track down the dinosaurs. In the wilds of England, the young miner Curdie revealed his name as well his intentions to Larn and Darkwolf. Having been separated from King Papa and Princess Irene, Curdie told his new companions his belief that his friends were at King Stefan's castle in Germany, where many other noble rulers had gathered to form a Royal Council to stand against the forces marshaling against them. He asked them to join him on his journey to King Stefan's castle, where he would inform King Stefan about the state of the war and reunite with his beloved family. While hesitant at first, as they were concerned about taking a young child on such a difficult journey, the two reluctantly agreed to assist him, hoping to meet up with King Jarol, whom Curdie also briefly mentioned as one of King Stefan's allied rulers.

Back at the Patch of Heaven ranch, Cat R. Waul discussed his plans to turn the ranch into their private nation, but was worried that they were short on funds. Waul's allies were in a difficult predicament until a new face revealed itself to the group. The French Tuxedo cat trafficker Meowrice and his sinister associates made a proposition to join their cause and lend their considerable wealth to Waul's cause. Waul, Ratigan, and Napoleon gladly accepted him into their alliance, much to the cat's excitement.

The Danish children Fly, Stella, and Chuck somehow managed to stumble upon Yzma's secret lab in Peru, (likely having wandered in for the sake of adventure and the mystery of the unknown). Upon barging into Yzma's lab, the children began to examine its various potions, before Yzma arrived and attempted to force the kids to leave the facility. However, Stella, thirsty since the beginning of the adventure, foolishly drank one of Yzma's potions, mistaking it for a potable "juice potion." The potion's effects spread rapidly as it transformed Stella into a starfish. Not wanting to have some unwanted children to take care of, Yzma threw several more potions at Fly and Chuck, turning them into a Californian flyfish and jellyfish, respectively. Thankfully, the children managed to retain their human intellects and escaped into the nearby ocean to avoid the sorceress.

In the Australian Outback, the young boy Cody rode through the skies on the back of the great eagle Marahute. However, they were watched by three menacing figures as the Pteranodon Pterano and the pterosaurs Rinkus and Sierra were also flying nearby. Rinkus managed to smack Cody off the eagle with his wing. Rinkus and Sierra mocked the boy as he fell, only for Pterano to punish them as well for needless cruelty. Fortunately, Marahute managed to save Cody's life and knocked the three prehistoric creatures into a cliff before fleeing the scene.

Passing near the ACS Sector A territory, Littlefoot, Cera, Petrie, Spike, and Ducky were ambushed by a pack of wolves controlled by Clayton and sent to hunt down the prehistoric creatures. The wolves pursued the young dinosaurs, driving them into a snowy, mountainous region. Upon witnessing several snowballs kicked up by his fleeing friends rolling down from the mountain's peak to the bottom, Littlefoot came with the idea to create a massive snowball to take out the wolves. They drove away most of the wolves, including one who was tossed into a river before becoming trapped in a hollow log. However, another wolf, more savage and ruthless than the others, continued to chase them, nearly devouring Petrie before he was saved by Littlefoot. It met its demise, however, when Spike knocked a boulder down on the wolf's head, killing him, much to Clayton's chagrin. Littlefoot's friends then retreated into the woods, losing Clayton in the process.

Elsewhere, Hercules and his friends stumbled upon the territory of the Red Wizard Ommadon. Angered at their intrusion, Ommadon summoned his enforcer Bryagh the Dragon to take out the intruders. Before Hercules could unsheathe his sword, Bryagh knocked him into a pool of water with its immense strength. Hercules' mentor, the satyr Philoctetes, called to Hercules to retrieve his sword. Still dazed and unable to find his sword in the water, Hercules snatched a fish up and tried to use that against Bryagh instead, much to Bryagh and Ommadon's amusement before the dragon again struck the hero. Phil then screamed at Hercules to use his head, to which he complied by literally using his head against Bryagh, knocking him out with a mighty headbutt. Upon Bryagh's defeat, Hercules and his companions fled on Pegasus, leaving Ommadon in frustration.

Meanwhile, in the deep wilds of Germany, Derek (having been informed about Odette's tragic fate), set off to find his lover, only to be ambushed by the Hun army. When a Hun archer fired on Derek, the prince caught the arrow in midair before sending it back at the archer, shattering his bow. The leader of the Huns then revealed himself as Shan-Yu advanced on Derek, forcing the prince to defend himself. However, Shan Yu easily broke through his defenses, knocking him out. Instead of killing him, Shan Yu decided to spare his life as a sign of respect at besting his warriors, amusing the Hun warlord, though he promised that the next time they met he would show no mercy. Derek fled, continuing his search for Odette.

On Planet Turo, at the Galactic Federation's headquarters, the gathered inter-galactic forces, with the inclusion of the R.L.S. Legacy and the Valkyrie 's crew, were brought before the Grand Councilwoman, who revealed to them the motives of Zurg and his forces. With the aid of her associate Leah Estrogen, the Grand Councilwoman revealed the location of the Chamber of Immortality, situated in the fabled Holy Land, a location said to exist only in legend; it was said that anyone who drank from the waters of the Chamber would gain eternal life. Zurg and Tyler were after the Holy Land, hoping to receive the Chamber's boon by using a "special key" Tyler had previously mentioned to open the gateway to the Holy Land. Thus informed about the situation, the gathered heroes set out to put a stop to Zurg and Tyler's quest.

On the other corner of the galaxy, Zurg and his allies were informed by a Brain Pod minion about the progress on the "special key." They had almost all the pieces to re-create the crystal, though one small fragment was broken off the crystal, landing on Earth in the form of a pebble. Furious with the news, Tyler shot the Brain Pod. The frustrated villains were calmed by Thrax, who convinced them to take the small fragment of the crystal by force. Anyone who tried to stop them would be met with fire.

Sheriff Sam Brown put the Patch of Heaven ranch up for auction, allowing Alameda Slim (in disguise) and Amos Slade to buy the farm as the animals looked on in frustration. As some of animals heard the villains' plan to rename the farm as ACS Sector C, several others, particularly Charlotte and Spirit (brought in as a captive by Slim), saw Napoleon sneaking away to see to his own agenda. In France, Governor Ratcliffe summoned the Colonel, who was revealed as a mole in the ACS faction, telling him they would use the ACS operations to acquire more land and territory on Frollo's allies, Maleficent and Mok's, behalf. He also assigned the Colonel to make sure that the poachers wouldn't interfere in Mok's grand scheme.

In Wales, the Horned King and his allies were summoned to the inner sanctum of the King's citadel, as well as Odette (in her swan form), who was still a prisoner of the castle, as Creeper brought Hen Wen before the King to reveal the Black Cauldron's location. When Creeper tried to torture the pig with a red-hot poker, Odette attacked and subdued Creeper, and freed Hen Wen by tossing her into the citadel's moat. Upon witnessing the incident, the King ordered his allies to capture Odette, only for her to escape in the nick of time, leaving the King to punish Creeper for his failure.

In the Louisiana bayous, Tiana and Naveen found assistance from the alligator Louis and the firefly Ray, who befriended the two frogs during their time at the swamps. While they were preparing to re-join with Nessie and Ariel's group, they were watched by two prehistoric predators: the Ichthryonis Ichy and the savage but dimwitted Deinosuchus Dil, who set their sights on the small frogs as their next prey. Initially, Dil snuck up on Tiana and Naveen and attempted to swallow them; though they evaded her attack, she devoured the raft they had been using. As the frogs attempted to escape Ichy made his move, swooping down on the pair. Ray came to their defense, knocking Ichy off course and causing him to smash into a tree, getting stuck. The heroes then escaped, with Ichy and Dil trading insults with each other for their failure to get their prey.

While traveling the streets of London, Tom and Jerry were confronted by Professor Ratigan, in one of the rare moments the professor emerged from the shadows. Ratigan asked for the two heroes to join his and Cat R. Waul's new nation, seeing usefulness in their abilities, only for Tom and Jerry to rebuff his offer, humiliating him by throwing food at him. In retaliation, Ratigan siced his pet Felicia on them. Just as Felicia was about to devour Jerry, Rowf and Snitter came to their defense. As the dogs chased Felicia over a wall, Jerry opened a manhole with a system of ropes, tricking Felicia into it. Outnumbered and with his pet defeated, Ratigan was forced to retreat, vowing revenge on them the next time they met.

A unit of Chinese Imperial soldiers, led by Captain Li Shang (who happened to be one of China's few survivors after a Hun attack), made their way to Marcus Octavius' stronghold in New York City, approaching the Highlander warrior in the hopes that he would tell them who was responsible for the attack on China. However, Marcus was not interested in helping them, instead challenging Shang to a duel. When it seemed that Shang was on the verge of losing, his close friends and comrades in battle Yao, Ling, and Chien Po tried to help him, only to be forced to retreat by Marcus' guards and robots. Marcus managed to defeat Shang and brought him, along with his friends, into his stronghold as captives.

Having been humiliated after the failed attempt to capture Littlefoot and his friends, Clayton returned to McLeach's base, with the latter berating him for his failure. Amos Slade, who happened to be present at the base during that time, informed them that another group of dinosaurs (comprised of Rex the Tyrannosaurus, Dweeb the Parasaurolophus, Woog the Triceratops, and Elsa the Pteranodon), had been spotted nearby; furthermore, these were mature adults, making them more of a challenge to bring down. With McLeach's blessing, Slade set off to find his prey, cornering them in a crowded city. Upon seeing the hunter, the dinosaurs ran and scattered in panic, with the hunter following in hot pursuit. He even managed to strike Elsa with one of his gunshots, leaving her to fall on Dweeb and Woog, knocking them out. Before he could kill them, however, Slade came face to face with Rex himself, as the Tyrannosaurus mustered his courage and used his tail to knock the hunter off his feet. The prehistoric heroes departed the city, as Slade was left to stew in anger.

In Peru, the Inca Emperor Kuzco spent his days relaxing at his palace, not caring about the war that raged beyond his borders. In one of his latest "dancing grooves," he accidentally stumbled into one of his backup dancers, the child actress Darla Dimple, though he claimed that she destroyed his moment. Darla Dimple attempted to make an excuse, only for Kuzco to fire her. Angered, Darla Dimple took refuge in the Underworld, occupied by Hades and Zigzag for the moment, where she proposed a way to get rid of the spoiled emperor. Zigzag gave her a deadly potion that would end Kuzco's life. However, Hades suggested to Zigzag to give Dimple another potion, which he claimed was more lethal than the other, though in reality they were actually tricking Dimple for their own amusement. Dimple then returned to Peru, hosting a dinner for Kuzco. She offered him a drink, which had been poisoned with the potion, and Kuzco drank it all. At first, Kuzco collapsed, seemingly dead; as Dimple began to celebrate, however, Kuzco recovered moments later, astonishing her. The surprise turned to horror when Kuzco slowly transformed into a llama. Max, Dimple's butler and bodyguard, then knocked out Kuzco, while Dimple examined the potion discovering it was intended to transform humans into llamas. In anger, Dimple ordered Max to dispose of the unconscious body of Kuzco, with Max dumping it into the sea.

In the forests of England, the assembled group of heroes allied with Garrett, now calling themselves the Medieval Warriors, began to form close bonds, telling the stories that had led them to join together. Garrett, in particular, told the assembled heroes about his past. He told them that he was once a stable boy at Camelot, serving under King Arthur (an older incarnation than Merlin's protege). However, one night, a sudden fire raged through the stables of Camelot, with Garrett setting the horses free to flee to safety. Suddenly, he was caught by the Headless Horseman, a fearsome spirit who had set the fire, who cut off his path and attacked him, striking him in the head with his sword. Garrett was blinded by the wound, an injury that had afflicted him ever since. Horrified by his story, Garrett's friends and allies vowed to help him in any way they could.

Still berating each other in the Louisiana bayous, Ichy and Dil were found by Zira, accompanied by Pterano, Rinkus, and Sierra (now allies of Scar), who took an interest in their potential and capabilities. Upon Ichy's request, Zira freed the Ichthryonis from the tree, with the two of them reluctantly joining Scar's alliance. On their way to King Stefan's castle in Germany, Larn, Darkwolf, and Curdie were approached by Derek, who proposed to join forces with them in hopes of finding Odette. Deep in the seas off Peru, Ariel's group stumbled upon some left over potions from Yzma, (which had the effect of transforming marine creatures into humans). As Ariel and Prince Frederic drew closer, becoming exposed to the potions, they were quickly transformed. Ariel was turned human, while Frederic was turned into a mature adult humanoid frog.

In England, more villains, sent by Mok and Maleficent, approached Prince John, as the Incan sorceress Yzma, the mischievous witch Madam Mim, the tyrannical Queen of Hearts of Wonderland, and the malicious troll queen Gnorga, pledged their allegiance to John in his next campaigns. Not far away, the heroes directed by Merlin, Avatar, and Gandalf convened to discuss Gandalf's arrival at Avatar's tower. Gandalf explained they had arrived to seek assistance while on the lookout for the last surviving remnant of the former Dark Lord Sauron: the One Ring, which housed all of Sauron's hatred and malice and had been lost long ago. Gandalf and Frodo Baggins also warned them about the dangers of the ring, as it could corrupt those who came into contact with it with promises of power; furthermore, it could return Sauron to physical form, unleashing his evil upon the world once again. Little did Merlin's crew know that they were being watched by Maleficent's familiar, Diablo, who had been sent by his mistress to find any form of resistance that could pose a threat to Maleficent and Mok. He then made his leave, unnoticed by Merlin's crew, having been informed about the heroes' plans.

And in Africa, Claudandus found the body of Sharptooth, using the technology he had taken from Mok's computer to reanimate the dinosaur and unleash it on the heroes once again.

More Casualties
In England, more animal heroes, including the cats Thomas O'Malley and Bluebeard, joined Francis in searching for more recruits to oppose the ACS when they happened upon the troublesome feline Kong and his henchmen, the Hermann Brothers, who provoked the heroes, trying to pick a fight. O'Malley tried to break it up, much to Kong's amusement. The troublemakers departed, warning O'Malley that they would be back for him soon.

In Wales, after Hen Wen's escape, the Horned King and his allies converged to discuss an alternate way of finding the Black Cauldron. During the proceedings, Rothbart told the King about the existence of the Genie, whose supernatural power and the ability to grant wishes could help them in retrieving the Cauldron. The King and Rothbart delegated the Genie's capture to Clavious, who left on his mission. Elsewhere, Hades approached Ommadon at his tower, asking him to join Maleficent in her campaign to annihilate the heroes. Ommadon gladly accepted his offer, eager to avenge his humiliating defeat at the hands of Hercules.

Prince John assembled his allies to discuss their next move, but was interrupted by Dr. Facilier, who had been sent by the Horned King as an emissary with a proposal to merge their forces with the King's to expand their power, territory, and number. John and his allies agreed to his offer.

In deep space, on the R.L.S. Legacy, Jim Hawkins was busy swabbing the deck, when Scroop and Preed both approached him, provoking the boy with insults. As the two were about to beat him, Mulan stepped in and came to his defense. Mr. Arrow noticed the commotion and put a stop to it, warning them that any more fighting would earn the instigators a one-way trip to the brig for the remainder of the voyage, with Scroop and Preed's protests shut down by a silent signal from John Silver and Joseph Korso. After Mr. Arrow's departure, Mulan looked back at Jim who just continued on with his task, while Silver began to second-guess his role on the ship.

In Avatar's tower in England, Merlin, Avatar, and their allies had finished reprogramming Peace to serve as a weapon for good in their battles against the villains. Just then, Maleficent and Mok's forces (including Hades, Rasputin, Zigzag, Ommadon, Abis Mal, and their various henchmen) stormed the tower, having been informed by Diablo about the resistance's presence. A melee broke out as Merlin's allies made a stand against the villains, with Gandalf and the awakened Peace blasting Maleficent's goons with their sorcery and weapons. However, Gandalf was no match against Maleficent's tremendous magical power, with the dark fairy teleporting him away to lands unknown. Merlin then took on Mok, the leader of the villain forces, only for the superstar to blast him away with the magic powers Maleficent had taught him. Avatar and his companions challenged Hades and Abis Mal, with Weehawk slicing Mal's hat apart with his sword. However, they were no match against the god, who grew to giant size and overpowered them with ease. The Fairy Godmother then attempted to make a stand against Rasputin, though she met a grim fate as the mad monk used the newfound powers of his reliquary to turn the fairy into a stone statue, taking her magic wand in the process. The three good fairies faced Zigzag, with Flora managing to scorch Zigzag's vulture familiar Phido with a blast of her wand. However, they were easily defeated, as Zigzag summoned a dark cloud that engulfed and transported the three fairies to the Forbidden Mountain as captives. Peter Pan, Robin Hood, and Little John were challenged by Ommadon and the Schlepper Brothers, with Pan knocking out Zip Schlepper. Enraged, Toad Schlepper and Ommadon restrained Pan and Robin Hood with ropes, taking them captive as well. Maleficent's forces then departed, leaving the remainder of Merlin's group to look on helplessly as their friends were taken away.

In a different region of England, a young couple prepared to become engaged, as Peter Dickison and Princess Milisadre confessed their love for each other. However, their moment was destroyed by the arrival of Jafar (in the guise of a group of shadowy horsemen), who planned to capture Peter in hopes of luring out a bigger threat. His ploy succeeded as Gorbash the Dragon, a champion and protege of the Green Wizard Carolinus, attacked the dark horsemen, managing to free Peter from their grip. Unfortunately, Jafar fired a powerful magical blast at Peter and Gorbash as the dragon attempted to reach the young man, seemingly obliterating the young scientist, though Gorbash managed to survived the blow while Carolinus and Milisadre looked in horror. As Jafar was about to depart (reverting into his normal form in the process), Carolinus sensed Peter's essence in the body of Gorbash, with the former taking over the mind of the dragon. Jafar departed, confident he had caused enough damage to keep the heroes from interfering in the war.

Called to King Stefan's castle on the behest of Kida's father King Kashekim Nedakh (one of the Royal Council's new additions), Milo Thatch's Expeditionary Force (otherwise known as Team Atlantis) passed by an icy fortress when its occupant, the Snow Queen, froze their airplane turbines with an icy blast of her staff, causing the plane to crash near the palace. Having been isolated in the harsh mountains, the Atlantean mercenaries took refuge within the Snow Queen's fortress, hoping to find more information about the ongoing war. The Snow Queen instead attacked the Atlanteans, injuring Milo Thatch. Upon seeing Kida, the Snow Queen decided to make use of her, firing a massive wave of ice magic directly into the Atlantean princess, turning her into a living frozen statue. As for the rest of the heroic team, the Snow Queen destroyed the floor beneath their feet, sending them into a tunnel that sent them out of the palace.

Traveling through the ocean, Ariel and Frederic's group encountered Marina (Sinbad's lover) and Sinbad's crew on the coast of Europe, joining forces with them as the pirates devised a plan to save Sinbad from Ursula and Morgana's employer, Queen Grimhilde, in Germany. As the heroes introduced themselves, they failed to notice Kaa was stalking them. Emerging from hiding, he managed to mesmerize Ariel, planning to devour her. However, Marina stopped his advance, freeing Ariel before Frederic stood against the python. Outraged, Kaa wrapped Frederic in his coils, trying to crush the life from him. Finding himself in a dire situation, Frederic mustered his courage as he freed himself and tossed Kaa's coils into a nearby tree. Outnumbered, Kaa retreated, though not before swearing revenge against Frederic.

Meanwhile, Clavious managed to track down the Genie, separated from his friends for the moment, challenging him to a magic duel, as Clavious absorbed the the Forbidden Arts from a mysterious orb to enhance his powers. He scorched the Genie with a blast of fire, with the Genie returning fire with a summoned bow. However, the Forbidden Arts had made Clavious the Genie's equal in power, with the Genie's attacks proving harmless. Tired of playing with his rival, Clavious summoned a powerful surge of energy, restraining the Genie and drawing him into a crystal ball, sealing him within it.

Back at King Stefan's castle in Germany, King Stefan assembled the Royal Council with new arrivals including the elder King Arthur of Camelot, Queen Uberta of Russia, the Sultan of Agrabah, King Nod of Baghdad, the unnamed Emperor of China, King Kashekim Nedakh of Atlantis, and the English knight Sir Pellinore, warning them of the near total destruction of Merlin and Avatar's group and the increasing number of villain attacks around the world. King Morpheus brought before the Council the Black Cauldron (revealed to have resided in the castle since the beginning of the war), explaining that they must not fall into the hands of the Horned King, the villain most likely to come after it. Taking interest in this, King Haggard departed unnoticed from the castle, with the Council's meeting still ongoing.

In England, in an abandoned house, Francis gathered together more animal heroes his group had succeeded in finding, with the cats Jaune-Tom and Robespierre (who got involved after Mewsette's capture by the ACS earlier in the war); the Dalmatian dogs Pongo and Perdita (who became involved after the capture of their puppies by the ACS); the cat Sawyer (Danny's partner and lover); the kitten Oliver, the Jack Russell dog Dodger, and his gang of dogs; the dogs Charlie Barkin and Itchy; the Parisian Alley Cats (led by Scat Cat); the kind dog Lady and her mate Tramp joining forces with Francis as they planned to rescue their friends and loved ones from the ACS.

Meanwhile, Odette's friends managed to find Odette (in her swan form). They also ran into Hubie and Rocko, who were still searching for a way to escape the conflict, still not interested in getting involved. As Odette and her friends managed to convince the two penguins to join forces with them, the troll creature Gurgi ran into them, telling them of the torture and capture of Quasimodo in Paris. He also told them that several other heroes were being kept captive in the Palace of Justice. Thinking that their loved ones might be among the prisoners, including Hubie's mate Marina, Odette, her friends, and the penguins decided to help free them.

In space, on the R.L.S. Legacy, John Silver and Joseph Korso secretly met with Thrax, having been planted among the crew as Zurg's sleeper agents. During the proceedings, Silver and Korso took their anger out on their pirate crew, particularly Scroop and Preed, blaming them for nearly blowing their cover, while Thrax watched in amusment.

The Dinotopian heroes - 26, Spazz, Kex Bradley, and Mara - had traveled the world in hopes of finding the fabled Ruby Sunstone, believing that it could be used as a terrible weapon and must be kept out of the hands of the villains. As the heroes arrived at Prince John's castle, they were halted by the Queen of Hearts and her army of card soldiers, who patroled the castle grounds keeping watch for intruders. While 26 tried to tell the Queen they had no interest in causing trouble, the mad Queen saw them as a threat and ordered her cards to drive them away. 26 managed to knock out several soldiers with a swing of her tail. The Queen then stepped forward, challenging the heroes with a flamingo club. Before Spazz could properly react, he got knocked out by the Queen's attack. Distracted, however, the Queen didn't notice Kex Bradley allowing him to knock her flat with his skateboard. As the King of Hearts and the card soldiers formed a defensive line around the Queen to protect her dignity, the heroes left the castle, focusing on their previous mission, with the Queen swearing revenge.

In Africa, Claudandus brought before Scar and his allies the newly revived Sharptooth, using the copied programs from Mok's supercomputer to keep him under his control. Fascinated with this result, Scar sent him and his test subject to gorilla territory to lay waste to the heroes there. Meanwhile, Tarzan, Mowgli, Baloo, and Bagheera were prepared to gather their allies to fight back against Scar's forces. Claudandus arrived and challenged the heroes, unleashing Sharptooth on the small party. As the heroes scattered to avoid Sharptooth's attack, Tarzan made his move and engaged the dinosaur, eventually hitting the tyrannosaurus in the eye with a tree branch, stunning it briefly. On the other hand, Claudandus easily took out Bagheera, leaving Mowgli alone. However, Mowgli used a club to beat the feline. At that moment, more assistance arrived, as Tantor and Terk charged Sharptooth, leaving an opportunity for Tarzan, Mowgli, and their friends to escape into the jungle. Claudandus also left without pursuing his rivals, with Sharptooth following him back.

After the fight at Avatar's tower, Rasputin returned to the Forbidden Mountain and approached Lady Tremaine, giving her the Fairy Godmother's magic wand. In return, Rasputin sent the noble woman to kill Anastasia Romanov (which both Hades and Maleficent failed to accomplish). Meanwhile, in America, Anastasia, Dimitri, and Vladimir went into hiding, trying to keep Anastasia from being threatened by the villains again. However, Lady Tremaine and her daughters, Anastasia and Drizella Tremaine, managed to track them down. Tremaine's daughters tore at Anastasia Romanov's royal dress before Tremaine herself blasted Dimitri away when he tried to intervene. Lady Tremaine then set her sights on Anastasia. Instead of killing her, however, she teleported Anastasia and herself away, leaving Dimitri, Vladimir, and Anastasia's canine companion Pooka behind to watch helplessly.

In space, a Star Command task-force led by Buzz Lightyear, surveyed a seemingly abandoned facility, searching for clues to Zurg's whereabouts. Instead, they ran into Zygon, who had been informed of their activities. He shot through Lightyear's defenses, knocking him out, before calling upon his droids to eliminate the rest of the team. However, they were no match for Mira Nova, who managed to phase through one of the droids, interfering with its wiring and causing it to shoot itself. As more droids drew in, Buzz Lightyear and the ranger team made their escape, much to Zygon's chagrin.

Back at the R.L.S. Legacy, Jim Hawkins (still on cleaning duty) and Mulan chatted about their morning, with John Silver and Morph also present. On an interesting note, Jim Hawkins thanked Mulan for backing him up against Scroop and Preed, with Mulan telling him that she needed to stand up for her friends in need. As she left, John Silver talked with Jim, as he questioned him about the close bond he had formed with her.

On Earth, the Atlantean mercenaries, who had managed to escape the Snow Queen's territory and repair their plane, were found by an elite task-force of heroes, led by the Highlander Colin MacLeod and the foul-mouthed mercenary Julie, whose main goal was to track down their greatest enemies, Tyler and Marcus, and stop them. They reluctantly accepted the Atlanteans into their ranks, though in return they expected them to help in pursuing the villains. While Kida was their first priority to save from the villain forces, the mercenaries agreed to help them, hoping that they would be reunited with her in the near future.

In the deserts of Arabia, Aladdin and Moses' crew ran into Odette and her group, who told them about the situation at the Palace of Justice. Thinking that their friends might be imprisoned there as well, Aladdin and his friends agreed to help them, setting off to lay siege to Paris. In Africa, McLeach prepared to hunt down Littlefoot and his friends. With Clayton being defeated earlier, McLeach decided to use his special gear to help his hunt as he set off to find his prey.

Having grown tired of the lack of action on the part of the Royal Council, King Haggard changed sides, joining the Horned King at his citadel in Wales as one of his latest allies, betraying the Council in the process. At the same time, Clavious delivered the captured Genie, forcing him to reveal the whereabouts of the Black Cauldron. The Genie reluctantly showed them a vision of King Stefan's castle, the current residence of the Cauldron, which Haggard confirmed. The King then dispatched the combined forces of his, Prince John's and the Bakshi Bunch's factions to Germany, with Haggard taking the lead.

And in the farthest reaches of the galaxy, a dangerous alien species made its move as the Drej race, led by its Queen, prepared to annihilate all other life in the universe.

Raid on the Palace of Justice
At the Palace of Justice in Paris, Frollo assembled his allies as they made preparations to execute the captive heroes. As the meeting went on, it was interrupted by the arrival of a familiar face, one which shocked Pharaoh Rameses. Before the astonished eyes of the Pharaoh, his former captain of the guard Sa'Luk appeared before him, offering to faithfully serve under him once more, as well as joining forces with Frollo, with the judge of Paris accepting him into his ranks. At the same time, in the dungeons, the imprisoned heroes, now joined by Quasimodo, the puppet boy Pinocchio, and his consciousness Jiminy Cricket, were still working on their escape plan, though they knew that their time was running out.

Before heading off to Castle Grimhilde, Ariel and Frederic's group happened upon the martial artist Daffers and the eccentric inventor Scotty, two agents of the French Secret Service, who willingly joined the group in hopes of striking back at El Supremo, Messina, and Queen Grimhilde. The heroes gladly accepted them into their group, as they also befriended Frederic.

At ACS Squad Sector A, one of the latest and most devoted members of the organization, Dr. Greed, contacted Bill Sykes and Mr. Lickboot through a television hologram, informing them of his upcoming visit to the base to check on their progress. Both of the villains prepared to accommodate their ally.

Elsewhere, at an Italian workshop, the toymaker Geppetto (having been aware of his adopted son's absence for some time) decided to search for him. He was also joined by two toymakers and acquaintances of his, a man also named Geppetto and another named Drosselmeier. The three of them left their children, including a young boy also named Pinocchio, the young girl Clara, Geppetto's pets Figaro and Cleo, the other Geppetto's creation Gee Willikers, and Clara's cat Pavlova, assuming that they were safe in the house. The children and their friends obeyed their parents and stayed home until midnight, when something peculiar happened.

At the strike of midnight, a toy ballerina and a tin soldier, along with the wooden nutcracker Prince Hans and several other toy soldiers, came to life, astonishing Clara and Pinocchio. However, a malevolent jack-in-the-box, also brought to life, moved silently towards the others. It caught the attention of Clara's cat Pavlova, which investigated the box, forcing the evil toy to expose himself, frightening the others. As Hans stepped in to defend the others, the Jack-in-the-Box unsheathed a sword and slashed Hans' shoulder, severely injuring him, though not before he managed to strike back, damaging the toy's nose. As the two continued their duel, the mischievous Mouse King arrived with an army of rodents under his command (having been near the workshop and investigating the commotion), joining the Jack-in-the-Box in his attempt to cause mayhem and chaos. The Ballerina threw a large button at the Mouse King's mice, knocking out several of them. Unfortunately for her, she was trapped under a glass cup by more of the rodents. The enraged Tin Soldier used his rifle against the Mouse King, knocking him off a chair. Angered, the Mouse King ordered his minions to dispose of the Tin Soldier, using a catapult to knock him out the workshop's window, horrifying the Ballerina. Meanwhile, the Jack-in-the-Box continued his assault by throwing several blocks, hitting Clara back into a wall and knocking her out. With most of the combatants dealt with, and having lost interest, the Mouse King and the Jack-in-the-Box stopped their advance, having dealt enough damage to the children and the toys.

In the Native Lands, the two moose Rutt and Tuke were grazing when Tuke noticed the arrival of three wolves led by their alpha Niju. As the two of them ran for their lives, they happened upon the Inuit tribesman-turned-bear Kenai and his surrogate brother Koda, asking them to stop the wolves from pursuing them. Confronting the three wolves Nuk, Yak, and Sumak, Kenai frightened them with a mighty roar before splashing them with scalding water from a nearby geyser. Niju arrived to deal with Kenai personally, only to be smacked into a tree with one swipe of Kenai's paw, allowing the heroes to leave safely. As Niju and the other wolves recovered, they were found by Zira, who persuaded them to join Scar's alliance, with the promise that they would make the bears pay for their humiliation. Tempted with the offer, Niju agreed to assist Scar's faction. Unknown to him, Timon and Pumbaa, who had arrived in the Native Lands on Zira's trail, followed them, wanting to learn more about Scar's plans...

At Castle Grimhilde in Germany, Queen Grimhilde brought Sinbad out to an arena built in her courtyard, with her allies looking on. She sentenced the pirate to death in gladiatorial combat with the centaur Nessus (a minion of Hades sent by Maleficent and Mok to aid Grimhilde). As Ariel and Frederic's group sneaked into the castle, they watched Sinbad's fight, the pirate eventually besting the centaur with a strong kick. Annoyed by Sinbad's easy victory, Ursula prepared to deal with him herself by shooting him with Triton's Trident (stolen by the sea-witch after King Triton's fall), Frederic came to his defense, shooting Ursula in the shoulder. Grimhilde ordered her allies to seize the intruders, with Captain Hook engaging Frederic. Naveen confronted Lord Maliss, only to be smashed by the unimpressed sorcerer's mace. Ogthar fired on Louis with a miniature cannon, hitting the alligator in the tail. Messina confronted Ariel, eager to finish off the mermaid after their previous battle, taking the form of a bat to scare off an interfering Tiana and Naveen. The sorceress then transformed into a hyena to attack Ariel, who evaded Messina's charge, leaving her to bite the leg off a table instead, accidentally crushing herself underneath. With Sinbad freed, the heroes withdrew, infuriating Queen Grimhilde and her allies.

On the outskirts of Paris, Aladdin's crew received more reinforcements, as they stumbled upon a gypsy camp housing several refugees from Frollo's tyranny, including French gypsies Esmeralda and Clopin, the Mesoamerican woman Chel, and Moses' wife, the Midianite woman Tzipporah. Eager to protect others from the persecution they had suffered themselves, the new arrivals agreed to aid Aladdin's team in their attack. Having gathered a small army of heroes, Aladdin's crew continued their advance on Paris.

Near Notre-Dame, Frollo and Rameses were continuing the festivities at the Festival of Fools. At that moment, Aladdin's party arrived, with Esmeralda and Clopin joining the Festival to distract Frollo and Rameses. Meanwhile, Aladdin and the rest of the team broke into the Palace of Justice to free the prisoners. They arrived not a moment too soon, as Pete brought out Tulio and Miguel for execution. Just as he pulled the lever of the guillotine which Tulio and Miguel were strapped to, Aladdin rushed up and broke them free. Pete responded by chasing after Aladdin, only to get his peg-leg caught in the guillotine, the falling blade slicing it off. Alerted by the commotion, Sa'Luk, his gang the Forty Thieves, Pete's henchmen the Beagle Boys, and Pete's weasels arrived to stop the heroes. However, Puffin, Rocko, Tzipporah, Chel, Omar, Dizzy, and Stretch overpowered them with ease. As Pete managed to regain his senses, Tulio, finding a second wind, challenged the thug to a sword fight, stealing a sword from Pete's elite guardsmen, only to have it knocked away by Pete. In the confusion of the battle, Pete didn't notice Miguel coming up behind him with another sword, cutting his pants off to the heroes amusement. Elsewhere, Gurgi happened on the prison cell of Stanley, where Gaston was waiting for them. Before he could release the imprisoned troll, Gaston knocked the cell and Gurgi out of the capital with one punch as Tack looked on. Eventually, Tack managed to free himself from his cell, with Juliana, Quasimodo, and Pinocchio freed by Aladdin's team as they continued their battle with Frollo's forces. As Tack tried to catch up with the other heroes, he was caught by a trap door, taking him to Abis Mal and his bandit gang, having snuck into Paris on their own to raid the Palace treasury. Seeing Tack, Abis Mal ordered his thugs to seize him, as the Baghdad thief (who had somehow arrived in Paris after leaving Forbidden Mountain) looked on. As the bandits attacked, Tack, thinking quickly, used his shoestrings as a makeshift bow to fire a tack at a chandelier over the approaching thugs, crushing them beneath it. While they were distracted, the thief slithered in to get at the treasure vault. Abis Mal noticed the thief's presence and used his scimitar to knock the thief out of the room and into the courtyard, catching sight of the dancing Esmeralda before landing in a heap. Having distracted the villains long enough, Esmeralda vanished from the Festival, leaving Frollo and Rameses to realize that they had been set up. Seeing the heroes escaping, Frollo and Rameses ordered their remaining men to pursue them. However, as Dizzy and Stretch made their escape in a stolen car, they ran into Frollo and Rameses' pavilion, flattening it. The two villains survived, but had been delayed long enough for the heroes to get to safety.

In the confusion of their escape, most of Aladdin's crew was separated. Quasimodo ended up finding Odette reuniting with her friends. Just then, the moon rose, returning Odette to human form. Seeing Quasimodo, Odette explained her situation to the confused hunchback, who thanked the princess and her friends for rescuing him and agreed to help them find the others. At the same time, Esmeralda and Chel explained to Tulio, Miguel, Tack, Pinocchio, and his consciousness Jiminy Cricket that they needed to remain together to stand a better chance against Frollo and Rameses' inevitable retribution, though Tulio and Miguel weren't interested in anything that didn't benefit them. Jiminy reminded the pair that the heroes had just saved their lives, while Esmeralda demonstrated her pickpocketing to win over the conmen, seeing them as kindred spirits and promising them that they would be rewarded for their service. Reluctantly, the pair agreed to stay with the other heroes. Esmeralda also appointed Jiminy to guide Pinocchio home. Jiminy accepted her task, having grown infatuated with her.

Outside of the capital, Stanley and Gurgi happened upon a group of heroes led by another princess named Snow White, accompanied by her close friends the Seven Dwarfelles, their cousins the Seven Dwarfs (who were still searching for their Snow White), and Sir Peter Dickison (still in Gorbash's body). The two joined Snow White and Sir Peter on their quest to save their friends, as they had nowhere else to go after being separated from Aladdin's crew. In the Native Lands, Kenai and Koda found Bambi and the Watership Down rabbits, agreeing to accompany them on their journey.

Deep in his lair in Africa, Scar assembled his team of predators, announcing his intentions to depose Simba and avenge their respective defeats, taking over the wilds as the first step of a full-scale war with the "civilized" world. Timon and Pumbaa discovered the gathering and hurriedly left to warn Simba of his uncle's plot, though they did not realize Pterano had spotted them. Scar's allies fell in behind him, with Scar promising them that they would be rewarded with all the prey they could eat once he ascended the throne.

Royal Casualties
On Planet Z, Emperor Zurg contacted the Drej Queen, stating his intentions to subjugate the entire galaxy and asking her to destroy the R.L.S. Legacy 's crew, which he considered as one of the most formidable threats to his plans. While the Drej didn't normally associate with other races, the Queen consented to let her soldiers attack the Legacy, though unknown to Zurg, she planned to eventually turn on him and destroy all non-Drej life in the universe. As the Drej Queen departed, Zurg to Tyler, sending him on an assignment to gather more recruits for his empire. Though wary of Zurg's new ally, Tyler set off to Earth, hoping to keep an eye out for the missing crystal shard that would allow him access to the Holy Land.

Back on Earth, Lilo, Stitch, and their two acquaintances - Dr. Jumba and Pleakley - (who left their household after Kent Mansley's assault), met with the young boy Hogarth Hughes and his ally and guardian, the Iron Giant. Concerned about the war after Mansley's visit, the group decided to see what they could do to help the allied forces against the villains.

In New York City, Marcus gathered his new associates in his stronghold, including the mercenaries Commander Rourke and Helga Katrina Sinclair, Shan-Yu (who cast his lot in with Marcus in exchange for his aid in conquering China), and Kent Mansley (who cast his lot in with the Roman Emperor after his discharge by Cobra Bubbles, although in reality he was hoping to bring back information on Marcus' activities to his old agency in hopes of getting back in their good graces), informing them about his goal to expand his territory so that he would be recognized as one of the greatest leaders of the villain forces.

At ACS Sector B, Edgar was on maintenance duty, feeding the caged animals, including the Dalmatian puppies and several other imprisoned dogs, and disposing of any dead ones. He then rushed to answer a call on the door, who turned out to be Aunt Figg's old colleague and rival Aunt Sarah, who wanted Figg to watch over Si and Am while Sarah attended another errand. Figg reluctantly accepted, though she kept her true feelings towards her colleague a secret for the time being.

At King Stefan's castle in Germany, the Royal Council (excluding Queen Leah and Sir Pellinore, who were absent dealing with other matters) continued their debate on how best to aid the hero forces against the forces of Mok and Maleficent. Just then, the Horned King and his allies burst into the inner sanctum of the castle, taking them by surprise. A melee started, as both the Horned King and King Stefan ordered their allies into action. The battle started with the French King ordering his royal guard to stop Rothbart and his associates, only to be turned into animals by the powers of the Forbidden Arts. King Morpheus initially had better luck dealing with Facilier's shadow demons, destroying most of them with the power of his royal scepter. Sadly, he was caught off guard when Facilier crept up behind him and blew magic powder at him, engulfing the ruler of Slumberland in darkness before he was teleported away, as Princess Camille and Professor Genius looked on, horrified. The English knights Sir Ector and Sir Kay then took on Ruber and Nekron, with Ruber tossing Kay into the walls of one of the castle towers and Nekron using his telekinesis to subdue Ector. Prince John and Prince Froglip then advanced, using their minions to capture King Papa and Prince Philip, taking them as hostages. Meanwhile, Queen Uberta and her chief advisor Lord Rogers attempted to escape, only to be transformed into animals by Madam Mim before they were transported to the King's dungeons. The battle continued with King Jarol's son, Prince Taro, challenging the Sheriff of Nottingham and his platoon of rhino soldiers, easily defeating them with his sword. Unfortunately, he was ambushed by John, who broke through his defenses and thrusted his blade into the prince's chest, brutally killing him before he abducted Jarol himself. As for King Nod and the Sultan of Agrabah, they were teleported away by Yzma and Queen Gnorga before they could even react. Blackwolf then appeared, engaging King Kashekim Nedakh and the Emperor of China, stunning the former with his eye beams and using his mutant soldiers to capture the latter, with Chi-Fu (the Emperor's chief advisor) looking on in horror. King Haggard then emerged, with the French King realizing that he was the one who had betrayed the Council. However, Haggard defeated both the King and his Grand Duke in a short duel. At the same time, the Queen of Hearts defeated King Arthur with a flamingo pole, knocking him out before taking him as yet another prisoner. Now alone, King Stefan and King Hubert encountered Saruman, who casted a sleeping curse on the two noble rulers, putting them out of commission. Seeing the events of the battle turning against them, the Hungarian Princess Irene and her cat Turnip, the boy Nemo and his flying squirrel Icarus, Princess Camille, Professor Genius, and King Jarol's daughter Princess Teegra fled the castle, the only council members not to be captured, though the Horned King's allies were in hot pursuit.

In Africa, McLeach ambushed Littlefoot and his companions, arriving in his halftrack to capture them. Initially, he sent his pet goanna Joanna after Ducky, who fell behind as the dinosaurs ran for their safety. However, she was easily defeated by Littlefoot, who came to his friend's defense by knocking the lizard out. McLeach then brought his rifle to bear, but before he could shoot the young sauropod, Cera arrived to assist, knocking McLeach into a deep pit nearby. More furious then ever, McLeach re-emerged and got back into his halftrack, firing a missile at the dinosaurs. As it exploded, the missile deployed a net, capturing the dinosaurs so McLeach could take them back to the ACS base.

The assembled dogs and cats, led by Francis, followed Edgar back to ACS Sector B, where he had just taken Duchess, her kittens, and Mewsette, with Bill Sykes, Cruella, Madame Medusa, Figg, and their henchmen already on site to plan their next move. Francis fell through a skylight onto Edgar, temporarily taking him out of action but getting the attention of the other villains, forcing the other dogs and cats to storm the building. As the fight commenced, Jasper Badun threw a dart at Itchy and then moved on to kill him, only to be stopped by Charlie Barkin, who bit him in the hindquarters. Finding Danny at the top of a ladder, Edgar attempted to catch and kill him with a scythe. However, the ladder was knocked down by Sawyer, again knocking Edgar out for the count. Aunt Figg's pet dog Ferdinard attacked Tramp, though he was soon overpowered. After regaining his senses, Jasper, along with Horace, threatened Rowf and Snitter, with Rowf easily overpowering the thugs. As Madam Medusa moved in to finish Snitter with her shotgun, she was tripped by Jerry, causing the shot to miss. At that moment, Aunt Sara's pets Si and Am emerged to join the fray. The pair attacked Francis and Bluebeard, but the heroes dodged their initial attack, with the twin Siamese cats falling into a generator. Bluebeard activated the generator, electrocuting the pair to death as the villains looked on. As the battle continued, Sykes' pet dobermans Roscoe and Desoto cornered Jaune-Tom and Robespierre, ready to kill them. However, Jaune-Tom scratched the dogs' noses, allowing the heroes to escape from their grip. Meanwhile, Tom was found on the verge of death, as Medusa's minions Brutus, Nero, and Mr. Snoops defeated him with ease, while Thomas O' Malley was cornered by Aunt Figg. The Parisian alley cats came to his aid, knocking Figg out. Witnessing the battle, Dr. Greed stepped in to put a stop to the chaos, activating a sonic weapon that knocked out most of the dogs and cats, with Cruella knocking Charlie unconscious with a bucket. As Thomas O'Malley managed to reach Edgar's vault and attempted to free the captives, he was stopped by Edgar, who shut it with O'Malley inside before the other villains rallied. Before the ACS could counterattack, the dogs and cats were forced to retreat, leaving Danny, Sawyer, Charlie, Itchy, and O'Malley behind.

On the R.L.S. Legacy, Dr. Doppler noticed a squad of Drej Soldiers boarding the ship. The Drej began their assualt, attacking Jim Hawkins, Captain Amelia, and Mulan. The Drej managed to hit Mulan with their blaster fire, though Jim got her to her feet and helped her escape. While Amelia's crew dealt with the Drej task force, the rest of the R.L.S. Legacy's crew was ambushed by a division of Hornet foot soldiers, sent by Zurg to assist the Drej in their battle. Defending themselves, the space crew managed to fend off most of the Hornets, with Osmosis Jones, Drix, Akima, Gune, Stith, Orin, Dagg Dibrimi, and his droids destroying them with their combined firepower. With the Drej foot soldiers regaining ground, Captain Amelia's party returned their attention to the new invaders, with Dr. Doppler even managing to take down a Drej. Elsewhere, another swarm of Drej ships confronted the Star Command taskforce, though Buzz Lightyear, XR, and Mira Nova managed to take some down. As more Drej and Hornet soldiers stormed in, the space heroes began to fall back, until unexpected reinforcements arrived to turn the tide. The Iron Giant, along with Lilo and Stitch (the latter on board on a spacecraft), arrived to assist the heroes and forcing the Drej and Hornets to break off their attack.

In the sewers of New York City, near Marcus' stronghold, Colin MacLeod's task-force (excluding the Atlantean mercenaries) tracked down Shan Yu, Rourke, Helga, and their mercenaries, who had been collecting supplies and soldiers for Marcus' army. The heroes immediately commenced their attack on the villains. While Julie and Dahlia (Colin's lover and partner) focused on Rourke's mercenaries, Colin himself challenged Shan Yu in a clash of swords. Meanwhile, Julie opened fire on Rourke, Helga, and the mercenaries, though she was wounded by their own gunfire. Germaine (an acquaintance of Julie who had previous run-ins with Tyler) came to her defense. However, he was no match for Helga, who easily bested him. As Rouke made his leave along with his arsenal and infantry, he was followed by Julie (who had managed to recover), and Dahlia, who threw a belt full of grenades at a bridge they were crossing, destroying it and sending Rourke and the mercenaries plummeting to their doom. At the same time, Colin was in dire straits as Shan Yu parried most of his blows and broke through his defenses, badly injuring him. The Hun lord then delivered a fatal blow, as he struck the hero down from a higher ground, laughing at the hero's expense while horrifying his companions.

In the aftermath of the sewer battle, Rourke and some of his mercenaries were revealed to have survived their fall, although they had lost much of their supplies. At the same time, Dahlia, Julie, and Germain uncovered Colin's body. At first they believed that he was dead, only to see to their shock that he had come back. Colin revealed to them that he was a Highlander like Marcus, and could only be killed by another Highlander.

Escaping from the Horned King's minions at King Stefan's castle, Nemo, Camille, Professor Genius, Irene, and Teegra were found by Darkwolf's party, who were just then approaching Stefan's kingdom. Nemo's crew told them about the Horned King's assault and the capture and deaths of their friends and allies. Wanting to ensure the safety of the new arrivals, Darkwolf's crew accepted them into their group, while vowing to find a way to rescue the King's prisoners.

Returning to the ACS Sector B, Aunt Sarah discovered the corpses of her pet cats and immediately blamed Figg for not watching them more closely. Tired of her attitude and not seeing her as any use to the organization, Dr. Greed triggered a trapdoor, sending Sarah plummeting to her death, much to Figg's relief.

Abandoning their safehouse after the attack by Maleficent, Avatar and his companions made their way to the forests of Nottingham, where Maid Marian (Robin Hood's lover), Lady Kluck (Marian's lady-in-waiting), and Peter Pan's Lost Boys were waiting for word from their friends. Avatar and the others told them what had happened, and the group immediately set out to track down Maleficent and free their companions. Having landed in Paris, Tyler met with Frollo, telling him of Zurg and his quest for the Holy Land. Seeing potential and usefulness in Tyler's abilities and skills, Frollo gladly agreed to lend his aid.

And in the forests of Wales, while on the search for Hen Wen, Taran found the item that had been sought by Gandalf and Frodo, the One Ring, and took it into his possession. Little did he knew that the spirit of Sauron still dwelled inside the ring, ready to corrupt the youth with promises of power...

When Animals Attack
Aboard the R.L.S. Legacy, Dr. Doppler checked on Mulan's condition after she had been wounded in battle with the Drej, treating her wounds as she slowly regained her senses. Jim Hawkins showed up to check on her, with Doppler telling the two of them that Mulan had fortunately only been grazed by the Drej blaster. Captain Amelia then arrived and tasked the two teenagers with a special assignment after seeing Mulan's recovery. She tasked them with heading to Earth to find the missing crystal piece that could open the gateway to the Holy Land, while also searching for Tyler, determining his goals, and stopping him at any cost. In spite of Mushu's doubt that the three of them would be enough to stop Tyler, Amelia also explained that they would be accompanied by Osmosis Jones and Drix on their journey, with the two Federation officers promising to guarantee their safety.

In England, after escaping from ACS Sector B, Tom and Jerry ran into the League of Gentlemice, informing them about the failed attack on the villains' base. The mice agreed to help them rescue their friends and headed to the Sector. Unbeknownst to them, Tiger, a former thug for Warren T. Rat, watched them from afar and decided to follow them, having had enough with the things he had been forced to do under Warren's employ. Elsewhere, the rest of the Dogs and Cats led by Francis met with the Tyrannosaurus Rex and his brethren, who explained to them that they had heard that the ACS had captured Littlefoot's group. Informed of the Dogs and Cats failed attack, Rex's party decided to assist them and find out where the other dinosaurs were being kept. They were joined by Cody, Louie, and Cecilia (the latter of whom were close friends with the dinosaurs). Meanwhile, Jaune-Tom and Robespierre (who had been separated from the others) found the sheepdog Colonel (not to be confused with the Colonel of the US Cavalry) and Sergeant Tibbs, asking them to join in their next assault on the ACS. Familiar with the ACS's operations, the Colonel and Tibbs decided to help them, as they also headed off to Sector B, along with Jaune-Tom and Robespierre.

In Germany, at Castle Grimhilde, Queen Grimhilde's allies were still frustrated with Sinbad's escape. On the other hand, Ogthar focused on the next part of his plans. He summoned his minions, the arrogant Parasaurolophus Rhoga and the dimwitted Euoplocephalus Thudd, and tasked them with bringing him dinosaur eggs. As Grimhilde's allies questioned him, considering the near impossibility of finding new ones as most dinosaurs were extinct, Ogthar continued to explain that he would use the powers of the Ruby Sunstone, combined with his scientific research and machinery, to create an army of dinosaurs from the eggs, completely loyal to Grimhilde, catching her interest. Rhoga and Thudd agreed to set off to find the dinosaur eggs.

At Patch of Heaven, Napoleon introduced Cat R. Waul to the rest of the farm animals and explained that they must get rid of the ACS Operations (particularly Alameda Slim and Amos Slade), so that they could save their farm and establish themselves free from human interference. The animals were unsure about his idea, but eventually gave in. However, several of the farm animals, particularly Tod, were suspicious about Napoleon's true motives.

At the Horned King's citadel, Yzma approached Dr. Facilier and told him about the children that had escaped her clutches after being transformed into marine life. Fearing that they would find a way to become human again and inform the authorities about her illegal activities, she suggested a sneak attack on the heroes. To that end, they send their respective henchmen, Kronk and Lawrence, after them, though not before transforming them into a fearsome hammerhead shark and a savage pike respectively. Meanwhile, Fly, Stella, Chuck, with the addition of Sasha (who served as Stella's riding steed), met with Hubie and Rocko, separated from Aladdin's crew after the escape from the Palace of Justice, who were fishing on the nearest coastline. At that moment, Kronk and Lawrence ambushed the marine heroes. Lawrence charged the heroes but was caught in the chains of a buoy as Fly, Stella, and Chuck dodged out of the way. Kronk was also less than successful as he attacked Hubie and Rocko, who managed to escape onto a nearby glacier. As the penguins fled, a large chunk of the glacier broke off above Kronk, crushing him. As Lawrence managed to break free from the chains, he chased the three marine heroes again, though he once again crashed into a large rock formation, allowing the heroes to escape.

At ACS Sector B, Cruella received a call from Sykes, who informed her about McLeach's catch. Wanting to see his captive trophies for herself, Cruella, along with Dr. Greed, Figg, and Medusa, set off to meet the poacher in person, leaving Edgar, Figg's chief assistant and scientist Dr. Applecheek, Jasper and Horace Badun, and some other henchmen, in charge of the Sector. Thinking that the animal heroes were securely contained, the remaining villains shirked their duties and they dozed off, not knowing that the League of Extraordinary Gentlemice and the Dogs and Cats had infiltrated Sector B once again. As they released Danny, Sawyer, Charlie Barkin, Itchy, and the Dalmatian puppies from the pound, Jasper Badun and Edgar woke up, noticing the escape attempt, and alerted their allies to deal with the small group of heroes. Before the fight could even begin, Jasper fell victim to Horace's poor aim as he was hit on the head with Horace's club. When Ferdinard charged the League, Jake kicked him in the face, stopping his attack. Edgar then made his move, only to encounter the Parisian alley cats as they tangled with the butler to buy time for the rest of the heroes. Roquefort reached Edgar's vault and began trying to pick the lock. Roscoe and Desoto confronted Tom and Jerry, but before they could leap at them, they were stopped by Charlie Barkin, who tossed a massive blanket on them, putting them out of commission. When things got tense, Roquefort shouted for silence, halting both villan and hero parties in their tracks, allowing him to crack the lock and let each party continue their previous fights. As Thomas O' Malley, Duchess, her kittens, and Mewsette were freed, the Dogs and Cats made their escape. Dr. Applecheek came in, having been alerted by the commotion, only to bowled over by the animals as they made their escape. The ACS's members then set off in pursuit.

Elsewhere, Winnie the Pooh and his friends, having been alerted to the rise of the villain forces, decided to leave their homeland to aid the heroes' war effort. While leaving the Hundred Acre Wood, they happened upon Rhoga and Thudd near the forest's borders, who had managed to steal several eggs and put them in a cart to be delivered to Ogthar. Right after they took a break from their work, the two dinosaurs encountered their foes, with the One Hundred Acre Wood friends challenging them as they realized the value of the eggs. Despite Thudd's failed intimidation attempt, Winnie and his friends mustered their courage to capture the two dinosaurs with ropes and knock them out. Upon recovering, Rhoga and Thudd broke themselves free and chased after the heroes, who fled to safety. Upon losing them, Rhoga and Thudd didn't bothered with continuing their chase and resumed their previous mission, taking the cart full of eggs back to Castle Grimhilde, as Winnie and his friends watched from afar, unable to save the eggs.

At ACS Sector A, the rest of the organization's members arrived to take a look at McLeach's trophies as Littlefoot and his friends were imprisoned under the watch of the poacher. To make matters worse for the dinosaurs, McLeach unleashed several other captive beasts, including the bear Lumpjaw, the ruthless leopard Sabor, and the savage buck Ronno, having them fight for the amusement of himself and the other ACS members. Petrie, Spike, and Ducky were startled at the sight of the beasts, though Cera attempted to fight back, charging Ronno only to be knocked down a pit by the buck's headbutt. As McLeach began to laugh at the dinosaurs' expense, Littlefoot rallied his friends to deal with the animals. As Spike was left on the open, frightened by the size and appearance of Lumpjaw, Ducky managed to jump on the bear's nose, trying to knock it out. Unfazed, Lumpjaw smacked Ducky, sending her flying, with Sabor also knocking out Littlefoot, with Petrie and Spike looking on in horror. At that moment, Cera, finding a second wind, took on Ronno again, this time ramming at full speed into the deer, knocking it down another pit to its death. As Sabor and Lumpjaw moved in for the kill, they were stopped by the arrival of Rex and his friends, who managed to follow the trail of the villains from Sector B. Before the villains and beasts could react, Woog took out both Sabor and Lumpjaw, with Cody, Louie, Cecilia, and Rex rescuing Littlefoot and his friends, ushering them to safety as the villains set off after them.

At the Patch of Heaven ranch (now dubbed Sector C), Alameda Slim and Amos Slade moved in to finalize the purchase of the property by signing Sheriff Sam Brown's contract, as well as being joined with Farmer Jones, a new recruit and potential ally to the ACS who had also set his sights on the farm. Before they could sign the deed, the farm animals started their rebellion against the ACS's members, with Spirit, Maggie, Grace, Mrs. Calloway, Tod, and Wilbur joining the fight. Tod clashed with Steele, with the fox managing to overpower the husky. Amos Slade and Chief moved in, with Slade threatening Spirit with his rifle. However, he was caught off guard by Wilbur who threw off his aim, causing the shot to miss. Farmer Jones then made his advance, arming himself with a whip and taking on the animals. As Maggie approached, Jones used his whip to try and keep her at bay, only for Maggie to ram him, knocking him down. Spirit, on the other hand, headbutted Slim, knocking him out. Outnumbered and overwhelmed, the villains retreated back to Sector B, leaving the farm under the control of the animals, with Spirit escaping to reunite with his herd. As most of the animals celebrated their victory, some others caught Napoleon, who was absent from the fight despite his pleas to the farm animals to oppose the ACS, sneaking away from the farm to meet with his partners in crime, with Tod following him unseen.

The animals and their allies, having escaped from Sectors A and B, met back up at Francis' safehouse to catch their breath, only to discover the ACS had followed them. The animals tried to flee, only to discover they had been surrounded by the ACS forces. Edgar and Dr. Greed knocked Danny and Dumbo out with ease. As Jasper and Horace Badun made their move, they were thwarted by Tom and Charlie Barkin, who knocked them into a wall. As Tiger mustered his courage to deal with the ACS, having been watching from the sidelines, he was stopped by Roscoe and Desoto, who quickly spotted him and threatened him, knocking him off the rooftop. All the while, the ACS members cornered the rest of the heroes, and prepared to finish them off. However, a new arrival suddenly appeared to join the heroes, as the vagrant Fagin drove through the villains with his scooter and distracted them long enough for the heroes to escape. Also joining the heroes was Tiger, who had recovered from his fall and decided to follow them out, only to be pursued by some stray dogs. He was eventually caught by Medusa's alligators, Brutus and Nero, who drove him into the water outside. While he managed to escape from their grip, Tiger was confronted by a small dogfish, further compounding his troubles.

After the escape from Castle Grimhilde, Ariel and Frederic's group introduced themselves to Sinbad, and explained to him the states of several of their friends, particularly Ariel, Tiana, and Naveen, who were trying to find a way to undo their previous transformations (with the exception of Frederic, who happened to find his new agile body quite useful and convenient against the villain forces). Sinbad gladly agreed to help them on their quest, though he proposed to set out for Syracuse to accumulate more soldiers and reunite with Proteus, whom he lost contact with since his capture by the sea-witches. While most of the crewmen agreed to Sinbad's proposal, Daffers and Scotty suggested to stop by a small port on the Danish coastline, having heard of a gathering of scientists whom they suspected could help them with returning Ariel, Naveen, and Tiana to their original states. Reluctantly, Sinbad agreed, setting course for the small port.

Deep in the African jungles, more friends and allies joined Tarzan and Mowgli's cause as Tarzan's party ventured deeper into the jungles, eventually happening upon a temple ruin inhabited by the orangutan King Louie, his primate sidekicks, and the gorillas Kerchak and Kala. Acknowledging the primates' potential and prowess against the forces of evil, Tarzan and his friends persuaded King Louie and Kerchak to join them in their cause to stop Scar and the other predators from taking over their homelands. While it looked that Louie and Kerchak wouldn't bother to become involved in the conflict, they changed their minds after the mandrill shaman Rafiki (who was also staying with the other primates) convinced them to help the wilderness heroes in their effort to battle the villain forces.

In Wales, a prisoner exchange was underway as Maleficent delivered some of her new prisoners into the Horned King's dungeons, including Robin Hood, Peter Pan, and Elinore. In exchange, Maleficent asked the King to send some of his own prisoners to the Forbidden Mountain's dungeons, hoping that they throw the heroes off the trails of their respective friends. Intrigued by her offer, the King gladly accepted the prisoners, although he ordered the execution of the three heroes by the Bakshi Bunch's officials to nip the threat they posed in the bud.

Meanwhile, in a desolate area outside of New York City, Joshua Sweet finished treating Colin MacLeod's injuries, though he questioned the warrior about his immortality. Colin explained that he was a Highlander like Marcus and could only be killed by decapitation by another Highlander. Furthermore, he explained that he had been fighting Marcus since the time of the ancient Romans, never able to permanently put the evil Highlander down. As his companions sympathized with his endless and lonely life, they promised to help him find a way to deal with the threat Marcus posed.

In the Wild West, Napoleon secretly met up with Cat R. Waul, Ratigan, and their allies outside Patch of Heaven ranch, as they discussed the next step of their plans: to establish an animal-only dictatorship on the ranch, manipulating the other animals from the shadows. The plan was overheard by Tod, who had followed Napoleon all the way from the ranch, before his cover was blown by one of Waul's henchmen, One-Eye, who others to the fox's presence. Thinking that killing him on the spot would be foolish, since the other animals would be sure to notice if he went missing, Waul and his allies settled for a different approach to deal with the nuisance.

After the escape from the ACS, the escaped Dogs and Cats, along with the League of Extraordinary Gentlemice, reunited with their friends and family, taking a brief moment of rest and relaxation. When the Dogs and Cats decided to join with the human heroes to form a larger army against the other villain forces, Rowf shot the idea down, believing that humans couldn't be trusted and they needed to deal with them as they would any other threat, even if it meant killing them. While Francis and the assembled heroes found the idea appalling, the stubborn Rowf set out on his own, unwilling to compromise with the others. Snitter, Rowf's closest companion, was the only one to accompany him.

At the gypsy camp outside of Paris, Aladdin and Moses's group, now joined by the French soldier Captain Phoebus (a former commanding officer of Frollo's elite guard who joined forces with Aladdin and Esmeralda to oppose Frollo's tyranny), and the Spanish horse Altivo (a former steed of the conquistador Cortez), met up with Moses, telling him about Rameses' alliance with the judge. Believing that his step-brother might have some good left in him, Moses decided to pay him a visit in Paris and warn him about Frollo's evil. Finding the plan nigh-impossible and suicidal, considering how important Moses was to the hero resistance, Aladdin and some of their friends, including Abu, Mickey Mouse, Donald Duck, Goofy, Pluto, and Tzipporah accompanied Moses on his way to the capital, with Moses thanking them for their support.

Escape from the Horned King's Citadel
In Paris, at Notre-Dame Cathedral, Tyler met with Frollo and told him of his quest to find the Holy Land, asking for military assistance to help him and reinforce Zurg's forces. Soon after, Aladdin, Moses, and their friends entered the Cathedral seeking Rameses, with the Pharaoh being delighted to see his brother again after many years apart. As the brothers embraced, both hero and villain parties were shocked and confused, especially Frollo. Sa'Luk wasn't pleased to see the man who had nearly killed him years ago, but Rameses silenced him, stating that all of Moses' crimes were pardoned by the will of the Pharaoh. Rameses told Moses that Frollo had hired him to assist him in bringing order and peace to a troubled world. Moses tried to convince him that Frollo and his men weren't the people he should put his trust in, telling him of the atrocities Frollo had committed. Before Moses could elaborate, Frollo demanded that he and his friends leave at once. Not wanting to anger the judge anymore, they left Notre-Dame. As Rameses pondered Moses' words, Frollo headed off to question a certain villain.

At the same time, Ratcliffe decided to invade the Native Lands on Mok and Maleficent's orders, with the Colonel and the Spanish conquistador Cortez (one of Frollo's newest allies), joining him as they headed off to their destination. Elsewhere, on Pride Rock, Timon and Pumbaa reported to Simba about his uncle's uprising and the other predators' plans of conquest. As Simba's friends, including Nala and the hornbill Zazu tried to comfort him, they failed to notice Pterano's presence, the pterosaur having followed Timon and Pumbaa back to the Pride Lands, taking an interest in Simba's faction.

At the Patch of Heaven ranch, Napoleon rallied the farm animals as he put Tod on trial. He lied to them, saying that Tod had been working with the ACS and tried to bring them back to their farm. For the farm's greater good, Napoleon banished Tod, as the other animals looked on in shock, horrified by the betrayal of their friend. As Tod didn't have evidence to prove his innocence or the truth about Napoleon and his allies, he left the farm with a heavy heart.

At Forbidden Mountain, Maleficent and Mok's forces debated their next course of action. Just then, Frollo barged in and demanded Mok explain how Rameses knew Moses. While none of the other villains knew what Frollos was talking about, Mok's supercomputer displayed Moses and Rameses' familial relationship, startling the assembly. Frollo believed that Mok knew about the brothers, since he was the one that brought all villains and heroes together in the first place. To their astonishment, Mok stated that he had no idea about that Moses and Rameses were related. To dispose of the heroes before they could sway Rameses to their cause, Maleficent sent Hades, Eris, and Zigzag to deal with Moses and his friends, though the Goddess of Discord decided to deal with the heroes in her own, mischievous way. As they left, Frollo watched Mok with hatred, not believing the schemer's claim that he knew nothing about his ally and his brother.

While relaxing at her house and staying out of the war that raged outside, Darla Dimple received a visit from Wonderland's bizarre Cheshire Cat. The cat complimented Dimple on her betrayal and disposal of Kuzco, while taunting her about her acting career, comparing it with the young girl Alice. He also gave Alice's whereabouts to Dimple, as she had an "un-birthday" celebration at the Mad Hatter's house in Wonderland before disappearing. Shocked and angered at the same time, Dimple, accompanied by her butler Max, set off to Wonderland to apprehend Alice and her friends.

Meanwhile, in Wonderland, the Mad Hatter celebrated the "un-birthdays" of his friend the March Hare, and several other guests, including the English Alice, Mr. Toad, Ratty, and Moley, and the American schoolteacher Ichabod Crane. As the party went on, Dimple and Max suddenly broke into the house and began to abduct the heroes. While Max's immense size managed to intimidate Mr. Toad, the Hatter, the Hare, and Ichabod, it didn't frighten off Alice, who attempted to drive Max away. In response, Max destroyed a water tank, washing Alice out of the house. As Ichabod, Ratty, and Moley also fled, the remaining heroes were not so lucky, as Max captured Mr. Toad, the Hatter, and the Hare as hostages, with Dimple laughing at their expense.

In North America, Ratcliffe's army launched their invasion of the Native Lands, as Pocahontas and the Powhatan tribe watched the soldiers' approach from afar. With Chief Powhatan rallying his tribesmen to attack, Ratcliffe's armada made their move. Kocoum, one of Powhatan's greatest warriors, foolishly charged the enemy, only to be shot dead by the Colonel of the US cavalry. The battle continued with the Colonel's soldiers and Cortez's conquistadors engaging the Powhatan tribesmen in a battle of guns and arrows. Meanwhile, Spirit, having escaped Patch of Heaven, happened on the battlefield on the way to his home. When he saw the near death of the Lakota warrior Little Creek at the hands of Ratcliffe's settlers, Spirit attempted to rush to his aid, though he only managed to distract the colonists. However, the Colonel reached up with them, preparing to finish off the native warrior. At that moment, John Smith arrived to assist the Powhatan, as he knocked the Colonel off his horse. Sadly for the Powhatan, Ratcliffe set off a series of bombs that brought down much of the surrounding forest. The frontier heroes looked in horror as Ratcliffe claimed the Land for Frollo, Maleficent, and Mok.

Returning to the gypsy camp outside of Paris, Moses and his friends re-joined the others, explaining the results of their meeting with Rameses. As the situation was worse than what Moses anticipated, Aladdin and Moses's crew set off to think of an alternative way to deal with the villain forces. At that moment, Hades and Zigzag revealed themselves to the hero party, with Eris secretly popping up undetected behind the heroes' hideout. Hades went straight for Moses, summoning the serpentine Hydra to dispose of him. In spite of Moses' efforts, he was knocked out by the Hydra's attack. However, Omar came to his aid, slicing off the Hydra's head with a swing of his unbreakable guitar, as Hades looked on in fury. Zigzag, on the other hand, faced Mickey Mouse, Donald, and Goofy, as he used his powers to summon the ilusion of a massive and fierce dragon, frightening Donald in the process. As Mickey attempted to make a stand, he was immediately devoured by the dragon, horrifying his friends. However, to everyone's surprise, large vines sprouted out of the dragon's mouth, allowing Mickey to escape as the others watched in confusion. While Zigzag was distracted, Pluto bit him, making the sorcerer lose control of the beast and the dragon to dispel into the ether. When questioned about his escape, Mickey stated that he had obtained several "magic beans" from an unknown sorcerer prior to the events of the war and had been told that he must use them in the hour of his greatest need. As Hades and Zigzag departed in defeat, Eris, who had watched the battle, decided to pull off her her own plan as she modeled her body into a twisted version of Sinbad before confronting Aladdin personally. As the street thief bore his weapon, he clashed blades with the Arabian pirate, only to be knocked out by "Sinbad"'s punch. Having succeed in her first part of her scheme, Eris reverted to her normal self, and teleported away from the fight, before Aladdin and Moses regained their senses and pondered the mystery intruder's motives, not knowing that it was part Eris' plot to pit the heroes against one another.

In a mysterious cavern filled with lava pits, located deep in the jungles of Africa, a dangerous species of lizardmen spent their days fighting each other in deadly gladiatorial bouts under the oversight of their leader. At that moment, Tyler and his posse of scientists entered the lair, informed of the lizardmen by Frollo and intent on taking control of them for his army. Also infiltrating the lair were Tarzan, Jane, King Louie, and his primate sidekicks, who had stumbled on the territory by chance. Upon seeing Tarzan, Tyler provoked him into a deadly and brutal battle, drinking his immortality potion to give himself the edge. Tarzan reluctantly accepted his challenge, with the lizardman leader watching the battle with delight. As the fight commenced, Tyler gained the upper hand as he bashed Tarzan away with his bare fists as Tarzan's friends looked on. However, as Tyler rejoiced in his impending victory, Tarzan stood up, took a massive log, and knocked Tyler out. Seeing this and thinking Tarzan might prove a worthy opponent, the lizardman chief seized an axe and leapt into the arena. While he managed to overpower the hero, the lizardman leader failed to notice King Louie's monkeys charging in with a ram, knocking him away. Upon regaining his strength, Tarzan charged at the lizardman, knocking him into the lava pits beneath the arena before escaping the cavern along with his friends. In spite of Tarzan's escape, Tyler took advantage of the lizardman chief's death to retrieve his skull, rallying the other lizardmen to his cause.

Returning to his palace in the Underworld after his humiliating defeat by Moses and Aladdin's group, Hades received a visit from the Snow Queen, who had an interest in joining the villain alliance, having being familiar with Mok and Maleficent before her encounter with the Atlantean mercenaries. In order to prove her worth to Hades, she announced her intentions to defeat Zeus, the king of the Olympian gods and brother of Hades, with the help of the Emperor of the Night, a powerful demon lord serving under a mysterious benefactor, who had joined forces with the Queen to stop Zeus, who was considered one of the major threats that could rival him and his benefactor's legion. With his brother being a nuisance to his plans, Hades gladly accepted their offer as they departed from the Underworld.

As the villains advanced on Mount Olympus, the messenger god Hermes saw their approach and alerted his lord and fellow gods to retaliate against the Queen and Emperor. As Hephaestus forged new lightning bolts to be delivered to Zeus, the rest of the Olympian gods charged the Emperor, with the demon lord taking them out with ease. As Hephaestus tossed the lightning bolts to his lord, Zeus used them to blast the Emperor, severely wounding him. Sadly for him, Zeus was no match against the combined effort of the Emperor and the Snow Queen, who imprisoned the King of the Gods in a column of lava rock and ice. Thanking the Emperor and the Queen for their services, Hades delivered the defeated gods and the column to Maleficent's stronghold as new captives.

Informed by his scouts that their friends were imprisoned in the Horned King's citadel, Avatar and his companions set off to Wales to infiltrate the King's stronghold along with Taran, Eilonwy (who had been separated from Garrett's group and were convinced to partake in the infiltration on the condition that they join the Medieval Warriors afterwards), and the new addition, Samwise Gamgee (Frodo's valet and companion who had rejoined his master after their separation earlier in the war).

The heroes infiltrated the castle right at the moment the Bakshi Bunch's officials, along with Madam Mim, prepared to execute Robin Hood, Peter Pan, and Elinore, sending a large executioner to cut off their heads. Just then, Avatar's crew stormed in, with Weehawk, the Lost Boys, and Tinker Bell defeating the executioner and several of the Bakshi Bunch's minions before they rescued their imprisoned friends. Seeing that the tables had turned against them, Blackwolf rallied his allies and minions to retaliate. Peter Pan managed to defeat Blackwolf's mutants, while Robin, Little John, and Lady Kluck fought their way through Nekron's sub-humans. Meanwhile, Madam Mim challenged Avatar in a duel of magic, as she took on the form of a tiger to attack. To her dismay, Avatar evaded her assault, as he levitated out of the way of her charge. She then took the form of a large snake, ready to devour Avatar. However, she was caught off guard when Frodo made his move and stabbed her coils with a dagger, severely wounding her. Avatar then cast a powerful spell at Mim, striking her and forcing her to retreat to safety. At the same time, Taran found a mystic sword hidden in the King's chambers. Before he could discover the sword's powers, he was ambushed by Nekron himself. As Taran drew the sword, pushed to violence by the influence of the One Ring, the ice lord decided to challenge him in a clash of swords. Initially gaining the upper hand as he knocked Taran away, Nekron was caught off guard when Taran managed to outfence him and slash him across his chest, injuring him. As the fight continued, Arthur and Archimedes spotted the Genie's crystal ball before breaking him free, allowing the rest of Avatar's crew to escape.

As the battle continued, Max and Fritz, a pair of mutant soldiers serving in Blackwolf's unit were outside the King's stronghold. With Fritz seemingly dead, Max began to spout threats and fire madly on the heroes before Fritz suddenly got up, only having been grazed in the fight. As the other one scolded his partner for making him worry, he failed to notice Tinker Bell coming up from behind, striking Fritz and killing him for real. In a rage, Max again began to fire on Tink and Peter Pan, only to miss. As Avatar and his crew managed to flee to safety, defeating several sub-humans who blocked their path, the Bakshi Bunch berated each other for the escape of the prisoners.

As Mowgli wandered alone in the African jungles, he noticed he was being stalked from the undergrowth. However, it turned out to be the young Chamosaurus 26 and the Corythosaurus Shanise, who revealed themselves to the man-cub. While frightened at first, having never seen dinosaurs before, Mowgli reluctantly accompanied them on his journey to meet up with Tarzan and his allies, though he was still puzzled about 26's origins.

In Castle Grimhilde, Darla Dimple delivered Mr. Toad, the Mad Hatter, and the March Hare to Grimhilde's allies, not wanting to have to keep an eye on them herself, as new prisoners for the castle's dungeons. In spite of Captain Hook's irritation with the arrogant young performer, the villains took the hostages in under the supervision of Lord Maliss. Outside of the now-conquered Native Lands, Pocahontas and John Smith met with Spirit, along with Little Creek and his horse Rain. Proposing to gather the other heroes of the wilderness together in order to retake their homeland, the heroes joined forces, though in low spirits as they were still sore at their loss in the previous battle.

Now banished from Patch of Heaven, Tod found shelter and consolation in the wild, joining forces with Kenai, Bambi, and the Watership Down rabbits as they ventured deeper into the wilds. Elsewhere, as Moses and Aladdin rallied their small army, they were greeted by Alice, Ratty, Moley, and Ichabod Crane who, after their previous run in with Dimple and Max, decided to contribute to the war effort on the heroes' side and find a way to rescue their companions. Aladdin and his allies gladly accepted them into their group.

In space, Emperor Zurg and his allies received a call from the small rodent and criminal scientist Dr. Hamsterviel, who proposed to join forces with Zurg's alliance. While the rest of Zurg's allies were less than pleased to have the rodent join Zurg's army, due to his small size and lack of battle experience, Dr. Hamesterviel promised to provide them with crucial information, starting with a way to control the Iron Giant. Zurg and his allies agreed, eager to have the mighty war machine on their side.

Escaping into the forests of Nottingham, Avatar's crew met up with Garrett's group, with some of them reuniting with their loved ones, including Robin Hood, Maid Marian, and Peter Pan, along with the Genie, officially joining the Medieval Warriors, as they prepared their next strike against Maleficent and the Horned King's forces. Eilonwy, however, showed concern about Taran's sudden and extreme violent behavior.

Far from the One Hundred Acre Wood, as they ventured deep into the forests of North America, Winnie and his friends happened upon Littlefoot and his friends, who decided to accompany them in their search for their families. They agreed to find one of the hero groups they had heard about and ask for their help in getting their friends back.

In the African cavern, Tyler donned the lizardman chief's skull as a helmet, a symbol of his new authority over the creatures. While Tyler readied the lizardmen for war, he failed to notice Jim Hawkins and Mulan's infiltration, with the heroes watching in horror as the warlord's forces grew.

And in eastern Europe, at the summit of Bald Mountain, one of the true ringleaders of the villain forces emerged from the shadows, as the Black God Chernabog looked on in delight at the events of the war that would soon reach its peak...

Sins of the Past
On Forbidden Mountain, Hades brought the Snow Queen and the Emperor of the Night before Maleficent's alliance. While the villains looked intrigued as the Snow Queen cast her lot in with the alliance, they were shocked to see that the mighty Emperor was her ally. The Emperor revealed to the assembled villains that he was a servant of the Black God Chernabog. He continued to explain that his benefactor's goal was to gather his most powerful and loyal demons to his side and release them from their imprisonment from the netherworld, conquering the mortal realm in the process. However, one of Chernabog's followers, the spirit of destruction Hexxus, had been sealed within a tree in the Ferngully rainforest millenia before the war. The Queen and the Emperor explained that Hexxus could not be released by Chernabog's power, nor by any supernatural or magical power at all. However, Eris knew a way to release the spirit, as informed the assembly of the ACS organization and how the mortals could be tricked into releasing the dark spirit. Eris set in motion one of her most devious schemes.

Abandoning his home in the French countryside, Maurice set out to find his daughter Belle, having been separated from her since her encounter with Ruber, not knowing the dangers of the journey that lay ahead. In space, after finding out about Tyler's new army, Zurg sent his forces to deal with the Galactic Federation's representatives on Planet Turo so that they couldn't contact the RLS Legacy with information. Meanwhile, the League of Extraordinary Gentlemice found Ratigan and Cat R. Waul's trails led straight to the Patch of Heaven ranch thanks to Mrs. Brisby and Jeremy's intel. Determined to apprehend the criminal masterminds, Basil and his associates set out to the Wild West to stop the criminals.

Having been witnesses to Tyler's takeover of the lizardmen, Mulan proposed Osmosis Jones, Drix, and Jim Hawkins launch an immediate assault on Tyler before he could slip away. Jim, on the other hand, knew that it would be suicidal to attack Tyler with their numbers at this point, leading to conflict between the two. After a short argument, Mulan left to face Tyler on her own, leaving Jim frustrated.

After finding out about Rameses's partnership with Frollo, Moses found himself believing that he may have lost his brother to Frollo's crusade. Esmeralda then approached and comforted him, telling him that his brother needed his help and that he shouldn't give up in trying to reconcile with him. Finding encouragement from his newfound friends, Moses headed off to meet his brother again, although this time he would approach him while he was alone.

In the cavern deep in the wilds of Africa, Tyler spend a brief moment of relaxation, plotting out his next objective. Just then, he became alerted to the sound of a person destroying his valuable possessions. As he rushed to the storeroom, he noticed his case of immortality potions had been broken into and the vials shattered. Before he could figure out what was happening, he was ambushed by Mulan, the person responsible for the destruction of the potions, who slit his throat open with her sword. As Tyler was about to consume one of his potions to heal himself, Mulan broke it before restraining him. Before she could finish Tyler off, Osmosis Jones, Drix, and Jim Hawkins arrived and took Mulan away, despite Mulan's pleas to let her kill the villain. The heroes didn't listen to her and left before the guards could arrive. Meanwhile, Tyler managed to recover with the use of one of his remaining potions, spouting profanities at Mulan and the heroes who rescued her.

Gathering the remaining representatives of the Galactic Federation on Planet Turo, including Commander Nebula of Star Command's space unit and Aviana of Bordogon's space system, the Grand Councilwoman proposed sending additional troops to the Federation's borders, while also suggesting heightened defenses against Zurg's empire. Before they could contact the RLS Legacy for more information on Zurg's plans, Zurg's forces stormed in, bringing chaos and disorder to the Federation's base. While, the Grand Councilwoman commanded her personal guard against the Drej soldiers, Aviana ordered her robot bodyguard to strike at John Silver's space crew, taking several of down them with ease, although she was stunned by some of Silver's pirates' shots, allowing them to capture her. In the midst of the chaos, Leah Estrogen told her own personal guard to hold off Zurg's forces, only to be caught by Thrax, who took her as a hostage before leaving with her. While the Federation forces were distracted by their allies' capture, Korso, Preed, and several Air Drej soldiers made their move, dispatching many of Star Command's space rangers and capturing many of them, to be returned to Zurg's headquarters on Planet Z. At the same time, Zygon, along with several Hornets, cornered the Grand Councilwoman, taking her as yet another prisoner. As the villains left with their captives, however, they noticed John Silver escaping from Planet Turo on an escape pod to find the crew of the RLS Legacy and tell them about Zurg and Tyler's attack.

After the Festival of Fools' festivities, the circus performers regrouped at the Red Lobster Inn to meet with the sinister Coachman, the real ringmaster and secret backer of the Professor Screweyes' Eccentric Circus performers, telling him about the profits they made at the carnival. At the same time, they were joined by the con artists Scalawag and Igor and the witch Mommy Fortuna, who supported the Coachman in his next campaign. As the gathered performers discussed Quasimodo's capture by Frollo's forces, they were greeted by Tyler's chief scientist Dr. Schechter, who made a proposal to the circus posse. He convinced them to attract young children from across the world and bring them to the Eccentric Circus for a night show. The Coachman and his allies at first refused to work with him, until Schechter brought out a large bag full of golden coins, promising them that this reward would be theirs if all went according to Schechter's plan. What Schechter didn't mention was that he planned on bringing the children as captives to Tyler, who would use the children for his own terrible designs. As soon as the money was presented, the Coachman and his allies agreed to Schechter's conditions, preparing for their greatest show yet.

At the ACS's hideout, Cruella, Figg, Medusa, and Dr. Greed scolded their allies for letting the animals escape from Sectors A and B. As Clayton questioned the ACS about the reason behind most of the organization's activities, considering that he joined only for profit and didn't know about any grander design, Cruella and Dr. Greed explained their motives for driving the animals to extinction - one of their friends, Dr. Pretorius, had perished at the claws of one savage creature years ago. An old collegue of Dr. Greed and a close friend of Cruella, Dr. Pretorius was known for his experimentation on bonding glue, testing it on animals as guinea pigs. One day, Dr. Pretorius left a cat's cell unlocked, allowing the savage creature to escape and attack him, killing him with its bare paws. Ever since, they held a grudge against all animals, hoping to one day find the cat and extract revenge against it. Feeling compassion for Cruella and Dr. Greed, Amos Slade approached the group, sharing his own story of his reasons for joining the squad. He explained that earlier in the war, he was accompanied by his hunting buddy, along with his dog Snitter, on a hunting trip in the American forests. One day, as they were getting ready to head home, Slade's buddy called Snitter to return to him. Snitter, however, accidentally triggered Slade's partner's rifle, standing near him, shooting the hunter clear between the eyes, killing him as Slade looked on in horror. Shocked by the consequences of his action, Snitter ran away, causing Slade to vow revenge. He promised to help his allies in their coming battles as the rest of the ACS's members cheered on his decision.

Returning to Paris, Moses approached his step-brother Rameses in private, telling him of Frollo's actions and the toll he had exacted on the innocent. In a burst of rage, Rameses demanded to know why Moses hadn't intervened earlier if that was the case. As Rameses was about to storm out, he was stopped by the arrival of his young son. Wanting to spare his son from hearing what was going on, Rameses asked Moses to leave. However, Moses warned him that should he work with Frollo, he risked the safety of his family in the war and the revolt against Frollo. Taking this as a threat, Rameses ended the discussion, ousting Moses from the capital, though Moses warned Rameses that any further bloodshed in the war would be on his hands. Unbeknownst to the three of them, Tyler, having returned to the capital after his successful mission in Africa, witnessed the entire scene. Wanting to destroy their brotherhood and possibly even pit them against each other, Tyler devised a terrible scheme, focusing on the Pharaoh's son as part of his plan.

After escaping from Tyler, Osmosis Jones and Drix discovered that Lilo and Stitch had stowed away on their ship. Jim and Mulan then walked in arguing about Mulan's foolhardy attack on Tyler. Mulan tried to explain that she was on the verge of destroying her enemy. Jim, however, refused to let Mulan sink to Tyler's level, telling her he would not have a cold-blooded murderer on his team. Now feeling hurt, Mulan stormed out in tears. The others attempted to convince Jim that he should try to apologize and reason with her.

Having heard about the Unicorn's presence, a legendary being with immense power able to rival his beast, the Red Bull, King Haggard sought a way to eliminate her. Informed about her position hidden within the Medieval Warriors, Haggard called upon the phony Norse god Odin (in reality the corrupt businessman Erik Hellstorm), to destroy the being, hoping to rely on magical assistance (having heard of Odin's possession of an Atlantean spear), instead of mere brawn, to take care of the Unicorn, welcoming him into the Horned King's inner circle at the same time. After being assigned to the mission, Odin set off to the forests of Nottingham, eventually meeting with the Medieval Warriors. As Avatar and his crew attempted to drive away the lunatic, Odin called forth the Chaos Lord of Ice to deal with the nuisances. In spite of the beast's immense size, Schmedrick managed to stun it by summoning a lightning bolt to strige the giant's arm, destroying it. To their surprise, the Chaos Lord managed to reform his hand, with Schmendrick collapsing from exhaustion from using most of his energy with the attack. As Odin turned to the Unicorn, ready to kill her, the Genie used his supernatural powers to teleport the Warriors away from him. Before they could escape, Odin fired a bolt of magic at the Unicorn, believing he had struck her. As the effects of the teleportation spell wore off, the Warriors found themselves safe and sound in the forests of Wales, with the exception of the Unicorn, whom the Warriors found in a strange state. To their horror, the combined magical effect of the Genie and Odin's powers turned the Unicorn into a human, as her close companions checked to make sure she was alright.

Venturing deep into the forests of Wales, Maurice was stalked by King Haggard's demonic guardian, the Red Bull. As Maurice noticed the creature, he fled to safety, eventually happening upon the citadel of the Horned King. He managed to get through the gates, eluding the demon. To his horror, however, he was found by the Red Bull's master, King Haggard, who took him in as a new prisoner.

Following the trails of Cat R. Waul and Ratigan to the barn of Patch of Heaven ranch, with the rest of the farm animals (excluding Napoleon) resting outside the barn for the time being, the Leauge of Extraordinary Gentlemice infiltrated the farm, hoping for a surprise attack against the enemy. However, one of Meowrice's associates surprised the heroes before they had the chance to strike, alerting the villains to their presence. The fight started with Jaq biting Meowrice's tail, preventing him from attacking Dawson. As Basil was distracted, he was struck down by Carface. As Jenner drew his sword and made to attack Dumbo, Jake knocked out the rodent with powerful kick. As more of the villains drew in, the League defended themselves, with Gus knocking out the Grand Duke of Owls' nephew, Hunch. The Mouse King then ordered his rodent army to repel the intruders, only to be intercepted by Jaq, who tossed several buttons at them, stopping their advance. When the Mouse King mounted a toy horse and took up a lit candle to burn his rivals alive, Basil stopped him by shooting his mount out from under him with his revolver, the fallen candle lighting the King's tail on fire. Ratigan then emerged from the shadows to take matters into his own hands, only to be challenged by Fievel. His efforts were for naught, as Ratigan easily slapped him away. As Cat R. Waul and his henchmen made their approach, ready to devour the small rodents, the League believed they were done for. However, a new figure made her presence known, as the rodent singer Jan Mouse (who was separated from her partner Daniel Mouse earlier in the war) began to perform as part of the ranch's host of entertainment. Mesmerized by her singing voice, Cat R. Waul and Ratigan flirted with Jan and offered to take her on permanently as an entertainer, an offer Jan reluctantly accepted. While Cat R. Waul's minions managed to capture most of the League's members, Fievel and Mrs. Brisby managed to escape from their grip while they were distracted.

Setting course for their next expedition, the ACS organization was greeted by the Colonel of the US cavalrymen, who showed them his true benefactor, Governor Ratcliffe. As the ACS demanded to know the Colonel's true loyalty and Ratcliffe's goals, they were also joined by Eris, having assigned Ratcliffe and the Colonel to deliver her plan: to cut a "marked tree" in the Ferngully rainforest and in return they would be awarded with a substantial reward to further their own mission. As the group hesitated, not trusting the newcomer, Eris gave her word as a goddess (an unbreakable oath) to promise not to lead the ACS to any harm. With the said guarantee, the ACS set off to Ferngully to find the tree.

Back in the forests of Wales, several of the Medieval Warriors, particularly Molly Grue, blamed the Genie for the Unicorn's predicament, as the shock of transitioning from an immortal to a mortal body would drive her mad. As the rest of the Medieval Warriors tried to think of a solution, Taran suggested finding Odin and forcing him to undo the curse, believing that after their previous victories they could accomplish anything. Finding the idea too dangerous, the others refused, leaving Taran to burst into rage, offending Eilonwy in the process. Peter Pan then proposed to get help from someone more familiar with magic than they were. Garrett accepted the alternative, sending Peter Pan to find more recruits.

Returning to the Palace of Justice to join up with his father, Rameses' son encountered Tyler instead, who murdered the boy as part of his plot to drive Moses and Rameses apart.

As Mulan still sulked after her argument with the RLS team, Jim approached and apologized for his harsh word, asking her why she held such a grudge against Tyler. At the same time, John Silver arrived, hoping to warn Jim of Zurg's attack on the Federation, though the others told him to wait. Mulan then explained that a couple of years before the beginning of the war, Tyler had been raiding and rampaging through China, hoping to find more test subjects for his experiments. She revealed that he killed her family and friends, including her father Fa Zhou and her mother Fa Li, before annihilating her entire village. Ever since, Mulan held a deep grudge against the warlord, vowing not to rest until she had slain him. Jim again apologized for his actions, telling her that he didn't understand her situation. He also pointed her that together would find a way to make Tyler pay for his crimes, though only when the right opportunity presented itself and not by stooping to his level. Having developed feelings for each other, Jim and Mulan shared a kiss, before Jim departed to see to other matters. Mulan then turned to John Silver, thanking him for his services with the Legacy, while also being a mentor and teacher to both her and Jim, helping them in difficult situations, before she also departed for her own matters. Now alone, Silver mused that the others would say he had "gone soft" if they found out, unaware that Scroop and Preed were watching the whole scene, intrigued by the events.

Release of Hexxus
Back at the Palace of Justice, Rameses arranged the funeral of his son, with Frollo, John Silver (serving as a representative of Tyler), and Moses also attending the ceremony. While Frollo gave the Pharaoh his condolences, he also accused Moses and his allies of killing the Egyptian prince, saying that they wanted Rameses to abandon Frollo, even if it meant killing a child. Without evidence to prove his innocence, Moses left Paris, taking the blame for the death of the young child, as Rameses angrily looked on. John Silver, on the other hand, saw Tyler lurking nearby and quickly surmised his part in the killing, swearing to find a way to prove Moses' innocence and Tyler's guilt.

As word of the heroes' escapes from different villain strongholds spread throughout the world, Mok and Maleficent tasked the villain forces with securing their territories and reinforcing their defenses, starting with Queen Grimhilde, who ordered her allies to find more recruits. As soon as the order was given, Grimhilde's allies departed, with Messina making her way to the African jungles in the form of a cobra to negotiate with an accomplice of one of the villain alliances.

Making their way to the Patch of Heaven ranch, now renamed "Animal Farm" by Napoleon's regime, the young boy Edmond, accompanied by the hound dog Patou, the magpie Snipes, and the rodent Peepers, asked for shelter from the war. When they were questioned by Maggie, Wilbur, and Charlotte about their stories, Edmond stated that he was a human from a different world before he was summoned to this land by the Grand Duke of Owls and transformed into a kitten by his magic. Suspicious of Napoleon and knowing they would need help to deal with him, Maggie, Grace, and Mrs. Calloway left the farm to find help, joined by Edmond and his friends, although they promised that they would return if the situation on the farm got any worse.

Back in the African jungles, Messina met with Kaa, one of Scar's most trusted allies, persuading him to ask his master to join Queen Grimhilde's forces. Knowing that doing so would substantially increase the territory Scar had under his control, Kaa promised that he would convince Scar to accept Grimhilde's offer.

While venturing deep into the forests of the Native Lands to find their family, Littlefoot's friends and the One Hundred Acre Wood inhabitants happened upon Grandmother Willow. Though they were initially frightened by her sudden appearance, Willow convinced the two parties that their journey could wait, as they needed to assist others against the villain forces. She showed them visions of those who needed their help most, including Simba, Tarzan, Bambi, and Ariel. Remembering the latter, Littlefoot and his friends set out to find the mermaid.

In Australia, in the Ferngully rainforest, the ACS Operations tracked down the marked tree Eris asked them to cut down. Using a giant lumber machine, they managed to cut down and process the tree, turning it to large stack of wooden boards. While the group was distracted by their work, they failed to notice the presence of a small oily figure emerging from the wooden planks. At first confused by his release, the figure was delighted to see it was humans who had released him, calling them "such wonderful creatures." Still unseen by the ACS, the figure stowed away in the machine.

In the jungles of the Pride Lands, Simba met with his family and friends to discuss his uncle's betrayal, and the need to stand against him. Just then, Pterano appeared before Simba, warning him of Scar's plans. While the pterosaur confessed that he was a member of Scar's inner circle, he said that he only joined up with Scar to see what he was planning and to buy time to find his missing nephew. Simba didn't trust Pterano, but thanked him for the information on Scar's movements and promised to withhold judgement on the reptile until he knew more of his intentions. Pterano left to return to Scar before he grew suspicious, while Simba and his friends returned to Pride Rock to gather his pride and prepare for battle.

Back in Germany, Queen Grimhilde summoned Humbert the Huntsman to her throne room. As a sign of her gratitude towards Maliss for bringing the Snow White she needed, Grimhilde decided to help her brother in return by sending Humbert to kill the other Snow White. When Humbert protested her orders, Grimhilde and Maliss silenced him, warning him that death awaited him should he fail his mission. Reluctantly, Humbert left to find the second Snow White.

Meanwhile, in the forests near Castle Grimhilde, Snow White, the Seven Dwarfs and Dwarfelles, Stanley, Gurgi, Sir Peter Dickison, and now Smrgol the Dragon (another champion and protege of Carolinus, who was sent to tutor Sir Peter how to live as a dragon) set out to find someone to help them against the villains. While passing through the area, they were ambushed by Prince Froglip, the Goblin King, his goblin warriors (who had been sent to Germany by the Horned King to negotiate with Grimhilde's forces), and Humbert. Upon meeting the heroes on the field, Froglip ordered his goblins to seize them, only to be beaten back by the Dwarfs. When the Dwarfs fought their way through to Froglip and the Goblin King, the King used his sneeze as weapon, blowing away many of the Dwarfs. The dwarf Sneezy returned fire with a sneeze of his own, scattering the goblins. While the Dwarfs focused on the goblins, Snow White, accompanied by the Dwarfelles, fled to safety, only to run directly into Humbert, who revealed himself to the group. As Humbert raised his dagger, Snow White believed she was done for. However, Humbert couldn't bring himself to kill her, begging for forgiveness from the princess. He also warned the group about Grimhilde's plans, telling them to run from her wrath. Snow White and her companions departed, followed by Humbert, who left Germany for lands unknown to escape the queen's punishment, while Froglip watched the whole scene, waiting to make his report to the Horned King.

Prowling the seas off of Germany, Captain Hook found signs of a trespasser in Quenn Grimhilde's territory. It turned out to be the American child Richard Tyler, who was also a boy from a different world, sent by a mysterious sorcerer on a quest to face his fears. Captain Hook and his crewmen cornered the boy, hoping to capture him. What Hook did not know was the fact that Richard was accompanied by magical talking books who rushed to his aid, starting with Adventure, who charged Hook and attempted to attack with his sword, only for Hook to parry his blow. Confident that he had captured Richard and Adventure, Hook was caught off guard when Horror appeared, jumping from a tree and knocking out a pirate, saving Richard's life. When another pirate threatened Horror, Fantasy came to assist, charging at the pirate who threatened Horror, taking him out. In desperation, Richard drew a sword from a fallen pirate and used it to threaten Hook. However, Hook, having had enough with Richard and his companions, withdrew, although he promised that they would meet again, leaving Richard to continue his journey.

Told by his cronies about the presence of a llama and a peasant wandering through Grimhilde's territory, Lord Maliss unleashed a pack of wolves after them, before taking the form of dragon to accompany the wolves. He was followed by Scowl and Batso, who were eager to prove their worth after their encounter with the Seven Dwarfs.

The travelers turned out to be the transformed Emperor Kuzco and the Peruvian peasant Pacha, who was reluctantly accompanying the emperor in order to find a way to return him to his human form. Just then, the wolves arrived and pursued Kuzco, eventually cornering him at the edge of a cliff. As both Maliss and Scowl swooped down on the former emperor, Pacha came to assist, swinging in on a vine and grabbing Kuzco, leaving Scowl to crash into Maliss. Maliss responded by shoving Scowl into a tree so that he would not interfere again. Meanwhile, Kuzco and Pacha ran into a log, unwittingly tying themselves around it. While the two were arguing, Maliss destroyed the log, toppling them into the river below. As Maliss reverted to his human form, he looked on as Kuzco and Pacha were swept over a waterfall to their apparent demise.

Darkwolf's party, along with the remaining members of the Royal Council, with the addition of the impish troublemaker Flip, an old companion of Nemo, journeyed through the wilderness to find the heroes and tell them what had happened to the Council. Darkwolf's crew stumbled upon an old cottage, surrounded by a moat. However, the owners of the cottage, the Witches of Morva, were not too happy to see visitors, transforming Professor Genius into a frog to toy with him. Before Genius could be devoured by the witches, Nemo rushed to his aid, threatening the sisters with the scepter of King Morpheus, having taken it up after the king's fall. Finding the scepter quite extraordinary, as it would be a potential weapon to deal with powerful enemies, the witches made a compromise with Nemo. In exchange for turning Genius back to his human form and letting them leave unharmed, they would take the scepter's power for themselves. While he didn't want to give away Morpheus' power, Nemo also didn't want to risk the lives of his companions. Reluctantly, he gave the scepter to the witches, who drained all its power before reverting Genius back to his human form. As the sisters departed, they taunted the heroes, telling them that they always keep their end of a bargain. While Darkwolf's crew continued their journey to find assistance, a new presence emerged from the shadows, stalking and following the heroes from a distance, believing they would lead him to his quarry.

In the surreal landscape of Pepperland, Tzekel Kan, El Supremo, and Messina (having returned to her husband's side after her negotiations with Kaa) recruited the strange nefarious creatures known as the Blue Meanies, asking them to join Queen Grimhilde's alliance. In return, they would be free to spread misery throughout the world and be rewarded with a part of Grimhilde's empire. Intrigued by their offer, the Chief Blue Meanie prepared his army, though not before scolding his chief lackey Max for his un-Meanielike behavior. Wanting to display his army's capabilities to his new backers, the Chief Blue Meanie sent his minions to a desolate mountain pass to deal with several nuisances.

At the same time, on the mountain pass, several groups of heroes passed through as Littlefoot and his friends and the One Hundred Acre Wood inhabitants met the Mexican rooster Panchito Pistoles, the Brazilian parrot José Carioca, the circus bear cub Bongo, Brer Rabbit from the American South, the legendary cowboy Pecos Bill and his horse Widowmaker, the Russian boy Peter (accompanied by Sasha, Ivan, and Sonia), a trio of Russian hunters, and several lesser mountain bears, who had been forced from their lands by the villain conquests. Seeing the heroes, the Chief ordered his minions to attack their foes, with his Apple Bonkers sent in the first wave. Terrified by their numbers and bizarre appearances, several heroes, including the lesser bears, hid from the absurd creatures. However, Panchito, José, Bongo, Brer Rabbit, Pecos Bill, Peter, and the Russian hunters stood against the threat, taking out Jack-the-Nippers, Hidden-Persuader Men, Snapping-Turtle-Turks, and their four-headed dog with ease. When the Chief sent their greatest weapon, the Dreadful Flying Glove, to deal with the heroes, Panchito toyed with it, using a matador's cape to bait and dodge the Glove's attacks, before José lit the fuse on a bundle of fireworks which Panchito tricked the Glove into flying into, destroying it. Angered by the loss of most of his arm, the Chief stepped onto the battlefield himself, bashing Pecos Bill away in the process. The Common Blue Meanies then brought in the Countdown Clowns, pushing their nose buttons and blowing up most of the mountain. As Littlefoot's friends and the One Hundred Acre Wood residents fled to safety, the Blue Meanies followed them, cornering them at a dead end. Just then, a new arrival appeared on the scene, as the Aracuan Bird started singing, driving the Blue Meanies mad. The Blue Meanies retreated as the heroes found a second wind, driving them from the mountain along with their leader. The heroes thanked the Aracuan Bird for saving their lives, before leaving on their respective journeys (excluding the Aracuan Bird, who left them promising that he would join them later if they needed him again).

Returning to Scar's lair in Africa, Kaa told Scar and his forces about his meeting with Messina and her proposal. Intrigued by her offer and knowing they would benefit from the humans' magic and technology, Scar was on the point of accepting the alliance until he was stopped by Claudandus, who refused to ally with any human. When questioned, Claudandus revealed his origins, telling the others he was once the guinea pig of Dr. Pretorius' experiments, revealing himself to be the "savage cat" Cruella mentioned in her own story to the ACS' members. After torturing him, Dr. Pretorius and his fellow scientists put him in a cell, although they neglected to lock it. Claudandus broke free and avenged his torments by murdering Pretorius. As Scar and his forces attempted to reason with him, stating that there must be a person with good intentions, Claudandus furiously claimed that they were all bad and that humans were "evil animals," worse than any other creature alive. Knowing there would be no convincing Claudandus otherwise, Scar reluctantly decided to decline Grimhilde's offer.

In the seas off of Peru, where Yzma's potion still remained intact, a great white shark accompanied by his pilot fish Joe swam along looking for food, only to become exposed to the potion's fluids, giving them heightened intelligence and the power of speech, although Joe seemed to be more cunning than the shark, becoming his master and plotting to use the potion to take over the seas. While they took Yzma's potion, they failed to notice that Flotsam and Jetsam, Ursula's pet eels, were watching them, with their mistress already having a plan for them.

Washing up to the shores of the river, Kuzco and Pacha, having survived the fall were found by Hercules and his companions, who suggested they join forces in order to strike back against the villains. Reluctantly, the two of them agreed, on the condition that Kuzco be returned to his human form and his position as emperor of the Incas. At Animal Farm, an elderly St. Bernard dog, calling himself Red, approached Cat R. Waul, Carface, and Napoleon, explaining them that he would grant great power to Napoleon and his allies in exchange for a future favor. What Napoleon didn't realize was that there was much more to the dog than there seemed to be.

After watching the event in the mortal world, several demon lords gathered in Chernabog's infernal realm to meet with the Black God, including the Emperor of the Night, the Nightmare King, B.L. Zebub, Belladonna, and Red, the latter revealing his true appearance as a demonic hellcat. Although only the lesser demons were able to travel to the mortal world at the moment, the demon lords promised that they would find a way to summon Chernabog back to the world of the living, as Chernabog eagerly awaited his return to power.

The demon lords were not the only ones who had plans, as Meowrice summoned several of his new recruits, including the corrupt mice Mr. Grasping, Toplofty, and O' Bloat, the French poodle Madame Mousey, the rogue predators of the American South Brer Fox and Brer Bear, the insect performer Berkeley Beetle, and the cruel toad Grundel to Cat R. Waul's criminal empire, promising them positions of power and wealth, in exchange for their support.

Meanwhile, in the forests of England, Peter Pan found the fairies Crysta and Prince Cornelius (having been sent by Crysta's mysterious mentor as representatives of the Ferngully rainforest), accompanied by their human and animal friends, including the shrunken humans Zak Young and Thumbelina, the mega-bat Batty Koda, and Cornelius' friends Li'l Bee, Gnatty, and Baby Bug. Sensing the threat posed by the villains, the fairies joined forces with Peter Pan, who asked them to meet with the rest of the Medieval Warriors.

Back in space, John Silver, Scroop, Preed, and Tyler returned to Zurg to report their activities on Earth. Silver berated Tyler for framing Moses as the culprit of Rameses' son's death, while Scroop and Preed taunted Silver with his close relationship with Jim Hawkins and Mulan, having been witnesses to the whole scene. Sickened with Zurg's schemes and Tyler's cruel methods, Silver declared his resignation from Zurg's employ, but Tyler wasn't willing to let him go that easily. He told Silver that if he left or told anyone about how he was making his immortality serum, he would track down and kill Jim and Mulan. Reluctantly, Silver agreed to remain with Zurg for the sake of the teenagers' lives.

In Paris, Frollo told Rameses that they must gather their armies and strike at Moses and Aladdin's group by the dawn of the following day, and seize them for the crimes of trespassing in the capital, murder, and the act of revolt against the French authorities, a plan accepted by the Pharaoh, who officially decided to cut his ties with his step-brother.

And back in the Ferngully rainforest, Hexxus revealed himself to the ACS, with the organization looking on in terror as the Spirit of Destruction assumed a smoke-like form and announced his plans to turn the world into a lifeless wasteland. Eris looked on in delight; she had given her word that the ACS would remain unharmed, and so they would. She had made no such promise to the rest of the world...

The Eccentric Circus
Following Mok and Maleficent's new policy, the Horned King summoned his allies (with the exclusion of Madam Mim, the Queen of Hearts, Queen Gnorga, Yzma, Saruman, and Nekron), ordering them to secure the King's territory. In doing so, the King sent Facilier and Ruber to the forests of England to deal with a potential threat. In the proceedings of the meeting, the King was informed by Froglip about Humbert's betrayal to Grimhilde's forces, and he departed to tell Grimhilde of this development.

Returning to his fortress on Icepeak for a short rest after his previous encounter with Taran left him exhausted, Nekron was approached by his mother, Queen Juliana, who persuaded him to launch a new offensive to lift his spirits. Juliana sent his sub-human army out, though she secretly had another task for them that she kept from her son.

Tyler returned to Earth, meeting with the Coachman and his associates as they began to set up the circus tent for their show. As Tyler told them to speed up their preparations, the Coachman and his performers responded that he would have his reward in due time. He, along with Mommy Fortuna, Honest John, Gideon, Scalawag, and Igor, set out to lure more children into the circus, while ordering the rest of their allies to prepare themselves for the main event of the show.

In the forests of Germany, Nemo was still bitter about the loss of King Morpheus' scepter, claiming that he was powerless without it. In spite of his claims, Nemo found encouragement and comfort from Camille, Genius, and his newfound friends, who told him that he was already a champion as he valued the lives of his companions more than any magical power. After a short talk, Darkwolf suggested they split up the party to search for more assistance against the Horned King's alliance. While Curdie, Irene, Nemo, Camille, Genius, and Flip set out on one path, Darkwolf, Larn, Teegra, and Derek followed another, with the stranger following Darkwolf's group unnoticed.

Elsewhere in the forests of England, the Medieval Warriors were still trying to find a way to undo the Unicorn's transformation. Calling her Lady Amalthea in order to keep her identity secret from the villains, Taran demanded immediate action against Odin, but the others decided to seek out Peter Pan, hoping he might know of some magic from Neverland that could cure her.

At the gypsy camp outside of Paris, Moses returned heart-broken to Aladdin's crew, mourning the death of Rameses' son. When he revealed that the villains would seek retribution against them for the imagined crime, Aladdin decided to mobilize his small army to the east to find a better shelter from the villain forces. During the proceedings, Odette noticed the full moon going down and Facilier's curse took effect, transforming her into a swan as the heroes looked on. While everyone was focused on Odette, Pinocchio noticed the Coachman's wagon passing by, filled with young children ready to be delivered to the circus. Curious about the show, Pinocchio decided to follow, followed by his conscience Jiminy Cricket, who hoped to make sure that Pinnochio would not wander into danger.

Wandering through the streets of Italy, Honest John and Gideon stumbled upon the elder Pinocchio and Clara, who had left Geppetto's house in order to search for Geppetto and the others, who had not returned after the Mouse King's attack. While Gideon was about to simply knock the children unconscious and take them away by force, John wanted to persuade them to accompany them by using his silver tongue. The con man asked the children to attend the Coachman and Professor Screweye's Eccentric Circus, telling them that their friends might be there. When Gee Willikers warned the children not to trust the pair, John flicked him off Pinocchio's shoulder and Gideon trapped him under a coconut. Eventually, the children gave in and they set off for the Coachman's circus accompanied by the conmen, while Gee Willikers was left alone.

At the same time, the other Pinocchio was found by Scalawag and Igor, who tempted the puppet-boy the same way as Honest John did. When Jiminy Cricket tried to tell the conmen to back off, Igor knocked him away. Following the example of the previous children, Pinocchio gave in, traveling to Screweyes' circus along with the conmen. Jiminy Cricket began to go back to warn Aladdin and the others before deciding instead to follow Pinocchio and keep him out of trouble.

In the forests of England, Peter Pan met with Avatar and his companions, who asked them to come back with them to help the Unicorn. As they discussed the situation, Peter Pan and Avatar were greeted by the fairy king Sean and his loyal fairy companions, who introduced themselves as acquaintances to Cornelius and Crysta, sent by the same person who assigned the fairies to aid Merlin and his allies. Before they could head back to find the Medieval Warriors, the group was attacked by Facilier and Ruber, who killed Sean on the spot with a volley of arrows. As the others readied themselves to fend off the villains, Facilier summoned the fearsome Backson to deal with the heroes. The beast was able to take out Weehawk with gas from its armpits, though it was no match against Avatar's magic, with the sorcerer hurling the creature from a cliff to its apparent demise. Meanwhile, Ruber took on Peter Pan, drawing his mace to strike the youth down. Peter, however managed to dodge most of his attacks with his agility and power of flight. Facilier was about to attack the fairies again, they were saved by the sudden arrival of Merlin, who finally returned to battle after his defeat by Mok. Merlin blasted Ruber away with his magic, allowing Peter and Avatar's group to escape in the confusion. Distraught by their defeat, Facilier and Ruber departed from the forest to make their report to the King, leaving behind the corpse of Sean for his companions to mourn.

Meanwhile, as Mommy Fortuna reached the summit of a mountain pass, she found Cody and Marahute passing through. Believing the heroes would be a good prize for the Coachman, Fortuna stepped out of her cart to confront them. While Ruhk, her chief flunky, looked on, Fortuna was able to use her powers to summon a large net and ensnare Cody and his companion. She then put them up in a cell in her wagon before taking them back to the circus.

Deciding to find other heroes to join forces and retake the Native Land, Pocahontas, John Smith, Little Creek, and Spirit were ambushed by Nekron's sub-humans, who targeted the Powhatan princess for Queen Juliana's scheme. When John Smith came to her defense, a sub-human warrior leaped at him, pinning him to the ground. Pocahontas came to his defense, but the other sub-humans charged her in force, forcing her to climb up a large tree to safety. Before the sub-human could finish Smith by stabbing him in his neck, Spirit rushed to his aid, knocking out the warrior with a strong kick and freeing Smith from his grip. As John Smith attempted to climb the tree and save Pocahontas from the pursuing sub-humans, one sub-human warrior noticed Smith's approach and threw a spear at him, knocking him out of the tree. John Smith, Little Creek, Spirit, and Rain could only look on as Pocahontas was taken by the sub-humans, ready to be delivered to their mistress.

At the Chat 'n' Chew Diner, a gathering of some of the heroes' loved ones, including Lilo's sister Nani Pelekai and Nani's boyfriend David Kawena, Hogarth's mother Annie Hughes and her acquaintance and close friend Dean McCoppin, and Jim's mother Sarah Hawkins, discussed the ongoing war and the families' roles in it. Nani and David were concerned about Lilo and Stitch, though the otheres told them that they would be alright. Just then, Tyler, escorted by his team of loyal scientists and a platoon of soldiers assigned by Frollo to assist the warlord, broke into the diner, intent on taking the heroes' families hostage. While Nani was able to fend off one of Tyler's scientists, she was overpowered and taken by Frollo's soldiers, who also seized the others and took them away.

After seperating from Nemo's group, the mysterious presence revealed himself to Darkwolf's party, as the Inuit warrior Denahi arrived to kill the barbarian warrior. When Larn and Derek came to his defense, Denahi easily overpowered them before confronting Darkwolf personally. Unfortunately for him, Darkwolf easily broke through his defenses, eventually pinning him to the ground. While Denahi expected Darkwolf to kill him, the barbarian spared him and asked him why he had been stalking them.

At Professor Screweyes' Eccentric Circus, many children were brought into the circus' tent, including the Darling children John, Michael, and Wendy, Pinocchio, the arrogant Lampwick, the kind Robyn Starling, the New York children Gus and Rosie, Peter Pan's lost boys (having been separated from Peter since the escape from the Horned King's citadel), Clara, and the elder Pinocchio, all eager to see the show. As the show began, Stromboli and Puppetino introduced to them the night's main event: a magic show by Sarousch and Forte (the circus' newest addition and musician), with Professor Screweyes, Hotep, and Huy serving as additional performer. Sarousch and Forte summoned several mischievous monsters, including the Pink Elephants, the Heffalumps, and Woozles, on stage, captivating the children. However, as the show continued, the true nature of the circus began to make itself known, as Lampwick was slowly transformed into a donkey by Screweyes' magic while the elder Pinocchio was slowly turned into a puppet by Sarousch and Puppetino, horrifying the audience. As the elder Pinocchio and Lampwick realized what was happening, the performers showed their true colors as Screweyes finished Lampwick's transformation completely, all while the boy screamed for help, while the elder Pinocchio was forced to dance and attached to magical strings. Meanwhile, the other Pinocchio was also caught by Screweyes' power as he also began to transform. As he made an attempt to escape, he ran into Jiminy Cricket, who convinced him to escape the circus while the performers were distracted. The remaining children were helpless, as Puppetino used his magic puppet strings to entangle the Darlings and the Lost Boys while the rest of the children were captured by the circus performers and their assorted demons. When Wendy made an attempt to escape and call for help, she was caught by Hotep and Huy, who seized her before she had the chance. Sarousch then made the finishing move, turning the elder Pinocchio into a lifeless puppet, with Clara looking on in horror. As she rushed to help her friend, she was cornered by the other performers, who took her away as well. Meanwhile, the other Pinocchio and Jiminy Cricket managed to escape the Coachman's forces by leaping into the sea outside the circus.

After succeeding in their mission, the sub-humans delivered Pocahontas to Queen Juliana, who in turn presented her to Nekron as his bride. Knowing that Nekron would not live forever, she hoped to preserve his rule by building a family and raising heirs. Nekron, on the other hand, had no intention of marrying Pocahontas and rebuffed her offer. Pocahontas then stood up and tried to reason with Nekron, telling him she, her people, and the other heroes would fight to the last and that the war would do nothing but bring misery and death to both sides. She agreed to be Nekron's bride with no argument if he would end hostilities and convince the other villains to do so as well. Despite her efforts, Nekron laughed at her offer, throwing her to the ground. He then told his mother that if she tried to bring him another bride, he would kill her where she stood. He ordered her to deliver Pocahontas to the Horned King's citadel as a prisoner.

Meanwhile, in the forests of Germany, the defeated Denahi explained his story. Prior to the events of the war, Denahi used to live in a tribe in North America. One day, the tribe was ambushed by the forces of Nekron and Queen Juliana. Denahi looked on as his fellow tribesmen were decimated by Nekron's living glaciers and sub-human warriors. In an effort to protect the surviving tribesmen, Denahi attacked the sub-humans, killing some of them, before drawing them away from the village and leaping over a gorge. As he clung on to a fallen log for dear life, the sub-human warriors reached him and threw him into the water below. As the rest of the sub-humans retreated, Denahi emerged from the waters, seeing Darkwolf watching from the cliffs. Assuming he was one of Nekron's minions, Denahi had vowed revenge on him for slaughtering his kin. Darkwolf explained that he had come to the village to help fight against Nekron's forces and he also hoped to bring Nekron to justice for his crimes, convincing Denahi to join their group. At that moment, Darkwolf's party was greeted by John Smith and Pocahontas' friends, who also joined their cause in order to free Pocahontas from Nekron's clutches.

As the circus show came to end and the Coachman's forces took the attending children and the diner patrons as prisoners, they revealed more captives that had been taken earlier in the war, including the New York girls Penny, Jenny Foxworth, and Rosy, the New Orleans girl Anne-Marie, and Julie's younger sister Kerrie. As promised, the Coachman delivered the children and adults to Tyler and Schechter for their experiments, though Scalawag and Igor began to wonder if their reward money was worth the suffering of others.

Deep in the forests of North America, Bambi, Kenai, Koda, Tod, Rutt, Tuke, and the Watership Down rabbits found Captain Holly half-dead by the side of the road. He told them that Fiver's vision was coming true and that their warren had been destroyed by Ratcliffe's men, burying the unfortunate rabbits alive; as if that wasn't bad enough, they hadn't destroyed the warren out of direct malice but simply because it was in their way. When Big Wig questioned Holly about his marks and scars on his body, the rabbit could not answer from the severity of his wounds, although in truth he had been attacked by Scar and his hyenas on his way to warn the Watership Down group. Humans, it seemed, were not the only threat they faced.

While sulking away from his friends, Taran sat at the side of a lake, feeling that the others were not taking him seriously. At that moment, the One-Ring took hold of the young boy's mind as Sauron's spirit began corrupting him.

The Hero Rivalry
In Germany, the Horned King, accompanied by his guard-dog, visited Queen Grimhilde in her castle, telling her of how Froglip saw Humbert betray the villain forces. Grimhilde vowed to punish him for his treachery before sending Lord Maliss and El Supremo to Denmark, where Ariel's group had recently been spotted. As this was going on, Scowl and Batso, having already failed Maliss twice, hid in a small hole in the castle wall before being found by the Horned King's dog. While arguing with Batso, Scowl blew his cigar smoke in Batso's face, causing him to sneeze and give away their location. Maliss and Tzekal-Kan took the pair away for punishment.

Elsewhere, the assembled dogs and cats faced internal strife of their own. While they all agreed that the ACS needed to be stopped, Rowf thought they needed to take it a step further and treat all humans as the enemy, even killing them if necessary. The others, particularly Tramp, argued against this; the argument got heated and Rowf and Tramp came to blows. As the two fought and berated each other, the Parisian alley cats, Perdita, and Lady broke up the fight, with Lady telling Rowf that he needed to control himself and that they couldn't afford to make enemies of each other while the villains were trying to kill them. Unwilling to compromise with the others, Rowf left the group, followed by his companion Snitter. Knowing that they needed to keep Rowf and Snitter from getting themselves hurt, the others followed after them.

Landing at a small port on the coast of Denmark, Scotty and Daffers guided Sinbad's crew to a floating boathouse, where its occupants, Professor MacKrill and Captain Neweyes, greeted them. The two scientists then revealed to Sinbad's crew their close acquaintance, Ludwig Von Drake, who had been helping them with their experiments in transforming marine life into humanoid forms and back. Tiana explained that they were trying to find a way to turn herself, Naveen, and Ariel back to their original forms. She also told Neweyes about Professor Screweyes, the person responsible for their transformation, who was also Neweyes' estranged brother. Familiar with Screweyes' methods, Neweyes promised to help them in restoring their bodies. Fortunately, MacKrill provided the group with a variety of potions containing the transformative elixir that the scientists had been working on. Testing it on Ariel, the group looked on as Ariel was reverted to her mermaid form. However, before Tiana and Naveen could be returned to human form, Lord Maliss and El Supremo ambushed them, having been sent by Grimhilde to kidnap the scientists and force them to work for her. Von Drake attempted to make a stand to defend his research, only for Maliss to blast him with beams of magic from his eyes. While the villains were distracted, Sinbad's crew escaped as soon as possible, not wanting to risk a battle with Grimhilde's allies, leaving the scientists to be captured by El Supremo's soldiers. As for Ariel, she dove into the depths of the ocean, reuniting with her previous companions, Flounder and Sebastian. After their short reunion, Ariel explained that her friends on the surface might need assistance against the rising threat. While Flounder was convinced, Sebastian tried to persuade her not to go after them, fearing for her safety from the villains. In spite of his efforts, Ariel's mind had been made up, setting out to find Sinbad, followed by Flounder and Sebastian.

While following Rowf and Snitter's trail, the various dogs and cats bumped into Kong and the Hermann Brothers once again, who antagonized Thomas O'Malley, trying to provoke him into a fight. Having had enough with Kong's threats, O'Malley finally snapped and attacked the other cats. While O'Malley led Kong and his lackeys on a chase, the other animals tried to break them up, eventually managing to stop Kong after they mentioned they were trying to stop the ACS. Having survived a previous encounter with the organization, Kong and the Hermann Brothers settled down and decided to help them in any way possible, considering that they had a mutual enemy. They said that they would search for more assistance against the ACS, departing to do so. The animal heroes then continued on their previous mission to find Rowf and Snitter.

In the Native Lands, Ratcliffe contacted Dr. Greed and Alameda Slim, informing them about two business partners of his who could provide them with expansions to their territory (although he didn't mention that the land would be taken on the behalf of Frollo, not the ACS). Eager to meet them, Dr. Greed and Slim, along Dr. Greed's henchmen (Platini, the Manager, and an unnamed associate), the Willie Brothers, and Rico, set off to a small town where the two of Ratcliffe's associates were last spotted. At the same time, the Patch of Heaven cows, along with Edmond and his friends, made their way to that same town, where the dashing Chanticleer and the musical band The Fearless Four (comprised of Fred the donkey, Buster the dog, Gwendolyn the Siamese cat, and Tortellini the rooster) performed on the streets. The heroes asked the singers to join their cause before they were ambushed by Dr. Greed and Slim's posse. Recognizing Slim as one of the poachers who had taken over the ranch, Maggie prepared to strike back at the villains. Dr. Greed then unleashed his latest creation against the heroes, the robotic centaur Powertool. Maggie's first attempt to stop the robot was for naught as Powertool leapt over her charge, letting her run into a mud puddle. As the robot made to attack the others, however, Maggie attacked again from behind, destroying Powertool, much to Greed's chagrin. Slim, Rico, and the Willie Brothers took on the Fearless Four, thinking them easier prey. However, Fred, Gwendolyn, and Tortellini easily dispatched them. Slim entered the fray, knocking out Chanticleer with a cattle brand and pulling Buster's tail. No sooner had he done so, however, then Buster flew into a berserker rage and bit Slim on his rear. Not wanting to risk further humiliation, Dr. Greed, Slim, and their henchmen retreated while the heroes looked on.

Still upset over their defeat at the hands of Sinbad and Frederic, Ursula and Morgana, along with their newest ally, the devious merwoman Marina Del Ray, converged and discussed a way to strike back at the heroes. At that moment, Eris popped up, offering the sea-witches a chance to strike back at Sinbad. As the sisters kept listening, Eris explained her scheme to pit the pirate against the street rat Aladdin, intending to throw the hero forces into confusion by pitting two of their most prominent leaders against each other. Intrigued by her offer, Ursula and Morgana sent del Ray in her first assignment to challenge Sinbad, though not before she was transformed into a twisted version of Aladdin by Eris to fullfil the scheme.

Meanwhile, Sinbad and his crew stopped on a small island for a short rest after their escape from Grimhilde's forces. Just then, "Aladdin" revealed himself to the heroes, telling them that he had been sent by Queen Grimhilde to kill Sinbad. Finding his foe less than intimidating, Sinbad ignored him. However, "Aladdin" tossed rotten apples at the pirate, furthermore provoking him. Coming to Sinbad's defense, Marina knocked "Aladdin" aside, only for him to throw another rotten apple at Marina. Having had enough with his threats, Sinbad, Marina, and Frederic took on the false Aladdin together, with Frederic knocking him into the surf with a single blow. Upon "Aladdin's" defeat, Sinbad and his crew departed to Castle Grimhilde in Germany, eager to free the captured scientists from Grimhilde and her forces. Although del Ray was defeated, she had succeeded in advancing Eris' scheme, having convinced Sinbad that Aladdin was an enemy.

While wandering the ocean to find and meet back up with Sinbad, Ariel, Flounder, and Sebastian stumbled upon a hidden lair, where its occupant, Joe, and his shark enforcer addressed his new marine army, enhancing them with Yzma's leftover potions. Ariel's friends looked in horror as the innocent fish were turned into Joe's loyal minions. Leaving to warn the other heroes of this new threat, Ariel and her friends were spotted by Joe, who ordered some of his minions, including Joe's shark and a crab general, to go after them. Eventually, Joe's minions found Ariel and her companions, threatening to kill them to prevent word of Joe's army from reaching the heroes before he was ready. Concerned about her safety, Sebastian ordered Ariel and Flounder to leave while he was bought them time fighting Joe's crab general. In spite of its size, the crab was no match against Sebastian's dexterity and agility, knocking out the evil crustacean. Meanwhile, Joe and his great white pursued Ariel and Flounder through a shipwreck. Finding an exit, Ariel and Flounder made their way to a porthole with Joe's shark in pursuit. Eventually, Ariel and Flounder managed to squeeze out, though the larger shark could not follow. As Ariel and her companions fled to safety, Joe berated his minions for their failure.

Meanwhile, Rowf and Snitter, having left the other animal heroes far behind, happened upon Amos Slade's property, where they scavanged for food from several trashcans. However, the commotion they caused awakened Slade's dogs Chief and Copper, who in turn alerted their owner. Recognizing Snitter as the dog that killed his friend years before, Slade set Chief and Copper after the other dogs. Chased by the hunting dogs, Rowf made his way up a mountain while Snitter hid beneath an old railroad. He was soon found by Copper; however, taking pity on the other dog, Copper decided to spare him. As Copper led Slade in a different direction, Snitter climbed up the side of the railroad tracks, only to be caught by Chief. The hunting dog relentlessly pursued Snitter until both of them spotted the arrival of a train. While Snitter managed to leap out of the way, Chief was not so fortunate, as the train hit him, knocking him off a bridge into the waters below. Copper rushed to save Chief too late, discovering him barely clinging to life. Rowf and Snitter ran to safety, though Copper swore revenge on Snitter for letting his friend get hurt.

At the same time as Sinbad's departure to Castle Grimhilde, a royal galleon owned by the Danish Prince Eric also made its way to the queen's castle, having been alerted to Grimhilde's intrusion in Denmark, as well as the capture of the scientists from the Danish port. However, he was watched by Eris from her lair outside the borders of the universe. Eris decided to amuse herself by sending one of her deadly minions, the deadly Liopleurodon, after the young prince. Finding Eric's ship, the Liopleurodon unleashed its wrath on the prince and his small crew, including his manservant Grimsby, ramming the ship and knocking them into the sea. Eric, on the other hand, briefly managed to get a hold of the ship's wheel and tried to steer it to safety, before the Liopleurodon once again stood in the prince's path. Eric was helpless as the creature rammed the ship again, finally knocking him overboard as Eris gloated. Eventually, Eric washed up exhausted on the shore near Castle Grimhilde, where he was found by Messina, who took him in as a new prisoner.

On the R.L.S. Legacy, the crewmen (with the addition of the artificial robot BEN, whom the Legacy had taken on to serve as the vessel's navigator), particularly Buzz Lightyear and Captain Amelia, attempted to contact the Grand Councilwoman and the Galactic Federation's headquarters, although they didn't receive any kind of response. To make matters worse, some of Zurg's allies stormed the vessel with the intention of capturing the mighty Iron Giant to use as their own weapon. As Zurg's Hornets and Zygon's droids drew in, Booster and XR opened fire on the robots, driving them away. However, Thrax revealed himself, taking out Booster and XR with his deadly claw. Buzz engaged Thrax single-handedly, but was overpowered and beaten back by the virus. As Thrax was about to deliver the fatal blow, Dr. Jumba came to his defense, threatening the being with his blaster gun. While Thrax left the vessel, Zygon stepped forward, challenging the scientist. Jumba blasted Zygon in the face, stripping away some of his flesh and revealing the metal underneath, revealing Zygon's true nature as a cyborg. Zygon then proceed to knock Jumba aside before he prepared to deal with the others. As Captain Amelia and Hogarth Hughes drew their weapons, Orin, Dagg, and Silica were attacked by Warp Darkmatter and his legion of Hornet robots, who fired on their fleeing foes, though their blasts missed the heroes (with the exception of Silica, who received a harmless glancing blow). Darkmatter himself entered the fray, confronting Hogarth and the Iron Giant. In spite of attempt to intimidate the boy, Hogarth managed to blast the rogue space ranger into a nearby wall. The Iron Giant fired another blast on Darkmatter, striking him again. Darkmatter then unmasked himself, revealing his true face to Buzz and the others, shocking them with his resemblance to Lightyear. In the confusion, he launched his mechanical fist on Cale Tucker, knocking the wind out of him. As if that wasn't enough, the Legacy crew was in for another surprise as Scroop, Korso, and Preed revealed their true allegiance. As Buzz demanded to know why the three had betrayed them, Korso explained that he didn't think that they stood any real chance of defeating Zurg and his forces, believing that they needed to stand with the emperor if they hoped to survive the war. Before he could elaborate further and tell them that Silver was also in league with Zurg, Korso was shot down by a misfired shot of Dr. Doppler's blaster gun. Rushing to his partner's aid, Preed threatened the heroes, only to be struck by one of Mira Nova's blasts. Amelia then rushed the remaining members of the Legacy to an escape pod, hoping to escape before any more of Zurg's lackeys showed up, all while Scroop, Preed, and Korso attempted to stop their escape. On their way to the escape pods, Akima Kunimoto was severely wounded by Darkmatter, leaving Cale Tucker to carry her to safety. As the Legacy crew made their escape, Preed fired on the Iron Giant and the escape pod, sending them hurtling down to a nearby planet.

Meanwhile, a mysterious being watched the aftermath of the battle from the surface of the planet, which was actually the fabled Holy Land Tyler was searching for. Knowing it was only a matter of time before Zurg's forces came to look for the survivors and discovered the Holy Land, the being convinced the other Holy Landers to go out and find the heroes first, believing that they might know the whereabouts of the key to the Chamber of Immortality. Meanwhile, the R.L.S. Legacy 's crew had all survived the crash, quickly setting about tending to their wounded and finding a place to hide from their pursuers.

Washing up on the shore after escaping the Coachman's circus, Pinocchio and Jiminy Cricket were found by Aladdin and his friends, who had been searching for them after they wandered off. While Esmeralda tried to comfort the puppet boy, she noticed Pinocchio's donkey ears and tail, shocking most of Aladdin's allies. As Aladdin scolded Pinocchio for running off, Esmeralda stood up for him, telling Aladdin that she would make sure he didn't get into trouble again. Aladdin and his friends then ushered the group to meet with Moses outside of Frollo's territory.

In Germany, Queen Grimhilde demanded to know where Ogthar had gotten off to. As Lord Maliss explained that he was in the process of creating an army of dinosaurs to serve her, Hook questioned just how he planned on controlling them. Just then, Ogthar presented himself with new updates regarding his scientific research. He explained that he had managed to construct a machine that would hatch the dinosaur eggs that Rhoga and Thudd had captured, and set on the next phase of testing the machine on said, with Grimhilde's blessing. The Queen gave her permission and questioned the mad scientist about the results. He revealed that some of the eggs originated from the dangerous species of dinosaurs belonging to the Theropod family, in particular the deadly raptors. Narrowing down his choices to three of the most lethal species, Ogthar brought before Grimhilde and her allies the wolf-sized Velociraptors, the human-sized Deinonychus, and the massive Utahraptors, impressing the assembled villains. Though Grimhilde was pleased with the results, El Supremo insulted Hook by pointing out the size difference between the predators' claws and Hook's prosthetic. As the two villains exchanged barbs, Grimhilde silenced them before ordering Ogthar to test his new subjects by letting them rampage through the Pride Lands, with Ogthar complying to Grimhilde's command.

The Battle on the Red Sea
While venturing deep into the wilds of the Native Land, Bambi, Kenai, Koda, Tod, Hazel, and his companions, happened on Carolinus, the benevolent Mother Nature, and the voodoo priestess Mama Odie, who were sent to guide the wilderness heroes into the path of joining the other heroes as part of their goal to unite them and oppose Maleficent's forces. Furthermore, Mother Nature revealed the existence of Hexxus, as well as its release, to the heroes, stating that his next motive was to unleash the spirit known as the Firebird into the mortal world. In doing so, he needed to seek the benevolent Spring Sprite, an elemental being displayed as the "key" to the Firebird's release. Making sure that no evil spirit would unleash its wrath on the world, the three wise folks assigned the heroes to track down a certain noble elk, which in return would guide them to the Spring Sprite, and protect the Sprite from any force that it would threaten it. While reluctant and afraid at first, the heroes found encouragement from the wise folks, who told them to join forces with the other heroes to ensure the Sprite's safety.

Escaping from the Patch of Heaven ranch, Fievel and Mrs. Brisby were trying to figure a way to save the League from Waul's grasp. Just then, Jeremy and the expert rodent Tony Toponi, who willingly joined their league to contribute the war effort against the forces of evil, revealed themselves, on purpose to assist the League by any means. Gladly, Fievel and Mrs. Brisby accept the, as they slowly rebuilted their number and strenght. While they departed, they were unaware that Tiger was stalking and following them, as the latter was intigrued by the courage of the small rodents.

While surveying through the wilds of Africa, Osmosis Jones' task-force found a cart and mysterious rock attached to it. To their surprise, the rock was revealed to be an alien life-form named "Zeek", serving under his master Odin (not confused with the false Norse God allied with Haggard and the Horned King), who also made his reveal to the space heroes. As Odin questioned their intentions, the Legacy explained their story about making enemies with Zurg and his associates to the point of telling Tyler's pursuit in finding the Holy Land with the use of a "key". Upon mentioning the hollow region, Odin settled to assist them, although he didn't state the reasons of doing it so, granting them a free ride to a particular location where he anticipated the arrival of a group of heroes, an idea also shared by Zeek. Already convinced, the space heroes, along with Odin and Zeek, set course on Odin's next destination.

Meanwhile in the forests of Wales, Garrett's division ran into Nemo and his crew. The split heroes proposed to join forces with them on the compromise to find a way to rejoin with Darkwolf's group, telling them that they need more assistance against the Horned King's alliance. Considering their mutual enemy, Garrett's division accepted them, promising that they would meet with Darkwolf and his companions soon enough. They were also joined by the formidable warrior Aragorn, who was on the look-out for Gandalf, Frodo, and Sam since their seperation earlier in the war. As he reconciled with Frodo and Sam, Aragorn decided to join them, as they headed off to rejoin with Darkwolf's party.

Leaving Europe and traversing through the borders of Africa-Asia, Aladdin's party met with Moses, who had yet to find a new hideout to shelter from Frollo and Rameses' inevitable retribution. At that moment, the hero party stumbled upon a Hebrew caravan, revealing to be Moses' segregated family, including his siblings Aaron and Miriam, which had been alerted by Moses and Tzipporah's involvement in the war, reuniting with their fellow brother-in-arms. On Miriam's suggestion, Aladdin and Moses started to mobolize their small army to the slopes of Mount Sinai, a region undiscovered by Frollo's forces. In doing so, they needed to find a way to traverse through the Red Sea, the only impediment barrier to their path. While the destination seemed long and dangerous, Moses and Aladdin didn't hesitate in abandoning the only safe spot available, moving out with good spirits, as Moses' family comforted them.

Already informed by his scout forces, regarding Aladdin and Moses' new movements, Frollo and his allies, including Rameses and Tyler, prepared their forces to attack the small army of heroes, as they departed from Paris, excluding Ratcliffe, Cortez, and the Colonel of the U.S. cavalrymen who took care business on the Native Land for the moment. Particularly, Rameses set off to exact his revenge on Moses for leading him into a deprived state after the death of his son.

In Germany, Scar and his forces arrived at Castle Grimhilde, having considered the option of joining forces with Grimhilde. Their arrival was not well-accepted by some of Grimhilde's allies, including Captain Hook, who rushed to Mr. Smee's aid upon happening on Dil, having suffered a tragic encounter with a similiar marine reptile that resulted in losing his hand. As Scar and his forces pledged their allegiance with the Queen, Pterano took off to find Simba and inform him about his uncle's new actions.

While Littlefoot, Pooh, and their friends wandered into the jungle of the Pride Lands, bent on finding the heroes that Grandmother Willow previously mentioned, they instead stumbled upon Ogthar's pack of raptors. As the dromaeosaurs chased after our heroes, Zazu found the heroes, threatened by the "Raptors", before he would rush to Pride Rock to inform Simba about their intrusion.

Elsewhere, the Medieval Warriors surveyed through the forests of Wales, hoping to meet with Darkwolf's task-force. At that moment, the Horned King and his minions popped up before them, as the necromancer had been aware of their presence in his dominion. When the Creeper ordered the King's barbarians to seize the Warriors, the heroes had no other choice but to fight. One of the King's barbarians tossed a cleaver at Boris, nearly slitting his throat, though Boris evaded his attack at the last second before he would have his head off. Muk and Luk then jumped on a log and used it as a mobile object, knocking the Creeper out in the process. When Curdie, Nemo, and Garrett managed to fend off most of the King's barbarians, the King himself entered in the fray of the fight. He then invoked the spirit of the Headless Horseman before their eyes, revealing to be the source of evil who casted Garrett to his permanent blind state. While the Warriors fled to safety, not wanting to deal with the Horseman's ghostly strenght, Aragorn bought time for the others to retreat by creating a diversion, clashing blades with the Horseman. The spectre eventually overpowered the warrior, before he would chase the others. All seemed lost, until the Warriors spotted a bridge and rushed to pass it through the other side, hoping that they would elude the spirit. The plan succeeded, as the spirit lost their trails, before the heroes continued on their journey to meet with the others, as the Horned King infuriated looked on.

Returning to Pride Rock, Zazu informed Simba about the "Raptors" intrusion at the Pride Lands, as well as the danger Littlefoot, Pooh, and their friends possessed against the big threat. Simba, along with Timon and Pumbaa, headed off to ward the deadly dinos, promising to secure the safety of the said figures. Meanwhile, Littlefoot, Pooh, and their friends were cornered by the Velociraptors and the Deinonychus, until Simba, Timon, and Pumbaa arrived to their aid. When the Velociraptors and the Deinonychus advanced, Timon and Pumbaa charged directy at their rivals, taking them out with ease. However, they were no match against the Utahraptors' immense appearance and fierce nature, which drove them away. Simba took himself in with the large dinos, eventually besting them with his raw strenght. Defeated and overwhelmed, the Raptors were forced to withdraw by Simba's enforcement. Meanwhile, Littlefoot, Pooh, and their friends introduced themselves to Simba, having found the assistance Grandmother Willow mentioned, as Simba led them safely to Pride Rock.

While on their way to free their friends from Cat R. Waul's henchmen, Fievel, Mrs. Brisby, Jeremy, and Tony Toponi, followed by Tiger, stopped by Maleficent's castle on the Forbidden Mountain to search for valuable assets and possessions that would rival the ferocity of their attackers. Fortunately for them, not only the villains were absent, saved only for Lady Tremaine's cat Lucifer, and Jafar's familiar Iago, but the citadel had also a tiny collection of ammunitions, originally designed by Mok for most of the villains' lackeys to equip against bigger threats. While Iago annoyed Lucifer with his bumbling, the three rodents managed to infiltrate the base, although Iago's distraction was kept temporary, as Lucifer caught them up on the spot, ready to kill them. As Lucifer was focused on Mrs. Brisby and Toponi, he failed to notice Fievel's attack, who constantly made noises with the use of utensils, frightening the cat, while alerting Iago to their presence. Iago then lept at Fievel, ready to seize him for his master, only for the rodent to slither in a burrow, evading his attack. Meanwhile, Toponi brought time for Mrs. Brisby to recover, kicking Lucifer into the citadel's wall, knocking him out. While Fievel thought he was saved for the moment, a new horror was revealed, as the burrow was seemed to be inhabited by a dangerous scorpion that made it's way to kill the rodent with the use of it's venomous stinger. Luckily for Fievel, Mrs. Brisby and Jeremy arrived just in time to unearth and catch the small rodent, avoiding the scorpion's attack. At that moment, Tiger revealed himself, fisting Iago into a nearby column, before he would depart from the mountain, along with the League. Having been alerted by the commotion, Lady Tremaine and Jafar arrived to examine the situation, only for Iago to bumble about his botched attempt to catch them, frustrating Lucifer, Tremaine, and Jafar even worse.

Told by his lackeys about some of the Dogs trespassing on the Patch of Heaven ranch, the Grand Duke of Owls suggested for a way to stop them, considering them minor nuisances to their territory. Cat R. Waul complied by sending Carface to do the job. Meanwhile, Tramp, Dodger, and their friends were still on their way to find Rowf and Snitter, eventually falling out with the other Dogs and Cats for the moment, As soon as the Dogs were distracted, Carface and his assistant Killer alerted their presence to the animal heroes, as they opened fire with a Tommy Gun. Frightened by the weapon's shots, some of the Dogs were scattered away, though Dodger and Tramp managed to get them up together and flee the scene with Carface expressing his outrage on his lackey for his failure to stop them and Killer making an attempt to shut off his weapon.

Finally arriving at the Red Sea, Moses and Aladdin's party rested in order to think of a resolve to traverse through the sea and reach the other side. Just then, the group saw armies approaching the site, heralding the arrival of Frollo and his forces, who followed back their trails, forcing the heroes to fight through their ranks. When a duo of soldiers, serving under Frollo's elite unit, made their move towards the heroes, they were beaten up by Miguel, Tuilo, and Altivo. Pete then ordered his Weasel guardsmen to stop them at any cost, only to fail before Omar's fierce attacks. However, he was caught in the distraction by Pete, who incapacitated the youth, along with Tack, who arrived to aid Omar. While laughing at their expenses, Pete failed to notice Tack's movements, as he tangled Pete's shoelaces, tripping him in the process. In the confusion, Gaston spotted Odette, while in her swan form, and attempted to shoot her down with an arrow. Seeing through Gaston's attack, Puffin pushed Odette to safety with the arrow missed his target. At that moment, Tyler arrived to cause more trouble for the heroes, as he blasted at Aladdin's magical carpet, while the hero made his charge from air, sending him hurling to the ground. As more heroes arrived to aid Aladdin, Tyler sicced his outnumbered army of the Lizardmen species, forcing the heroes to withdraw. The lizard warriors caught up with Ichabod Crane, his horse ride Gunpowder, and tried to slash them with his sword, only for the heroes to evade their attacks before escaping from their path. Meanwhile, Moses was confronted by his previous rival, as Sa'Luk vowed to kill him for his previous actions against him, besting him out with a powerful punch. As Sa'Luk was about to deliver the fatal blow, the Egyptian army made it's approach, horrifying the heroes, including Moses' family. Clopin then casted a wall of fire to prevent his foes from reaching them, although temporary for most of the heroes to recover. Upon his recovery, Moses set to the sea, displaying the work of his lord before the eyes of the heroes, as he commanded his staff to seperate the waters of the sea into two directions, creating an opening for the heroes to retreat. As the wall of fire withdrew, Frollo and his forces saw their rivals gone with the Red Sea's waters clearly opened. Assuming the others had passed into the opening, Frollo and Rameses dispatched the Lizard and Egyptian armies to the opened waters, with the Pharaoh taking the lead. Seeing Rameses from a distance, Quasimodo used several chains to knock the pharaoh out of his chariot ride as payback for his previous humiliation before escaping with the others. In spite of the short impact, Rameses managed to recover, ordering the Egyptian and Lizard armies to kill the heroes. As the heroes rushed to the other side of the Red Sea, the armies advanced to the point of actually reaching them. But before they could actually do it, Moses commanded once again through his staff to seal the waters of the sea. By doing so, most of the armies, and presumably Sa'Luk (who joined up with them to slay Moses), drowned, while Rameses was swept away by the waters, before being dashed into the side of the sea in which he originally came, with the villains looking on. As the heroes reached the other side, Moses nearly managed to escape from the closing waters, before they could flush him away.

While most of the heroes cheered up from losing their tracks and found a new shelter to hide from Frollo, Moses was concerned about Rameses' condition and stake, considering he grew up alongside with his step-brother in the previous years. In a brief moment, Moses bid farewell to Rameses, while the pharaoh screamed in wail, expecting a response from his step-brother that would never receive.

Returning to Pride Rock, Simba welcomed Pooh, Littlefoot, and their friends to their inner circle, promising to guarantee their safety from any other force that would threaten them. Just then, Pterano arrived and spoke with Simba and Petrie, revealing to be his estranged uncle. When Simba questioned the reasons of abandoning his family, Pterano explained that he needed to find a new shelter in order to survive, without being involved in family matters and the conflict with the villains. He then requested a place to stay at the Pride Lands for better safety with Simba reluctantly agreeing to let him in, though most of his companions were puzzled and confused about his true statements. As Pterano's arrival took an unexpected turn, more newcomers arrived to Pride Rock, as Bambi, Tod, Kenai, Koda, and the Watership Down rabbits revealed themselves to Simba. As the wilderness heroes explained their reasons of arrival to the king of the savannah, the noble elk, Mother Nature and Carolinus, appeared, driving the heroes to follow him back in order to find a certain elemental being.

Disgraced and humiliated after the battle at the Red Sea, Frollo's forces, including Rameses, returned to Paris to berate each other and their minions for letting the heroes getting away, while questioning Sa'Luk's current whereabouts, as he was not seen after Moses enclosed the waters of the sea. While still narrow minded about Moses, Rameses had a brief moment of concern for his step-brother's life, questioning himself about Moses' guiltness conviction, thinking that there might be a person interfering in his life.

At the Wild West, Edmond, Chanticleer, and the Patch of Heaven cows met up with Buck, apparently without his rider Sheriff Sam Brown, and the new addition Lucky Jack, suggesting them to join on their journey to stop the villains. While Lucky Kack volunteered to assist them, Buck reluctantly agreed to accompany them, though he promised that he would return to his master, if they happened on him on their way.

At the forests of England, some of the Medieval Warriors still debated on their next goals. Taran insisted in striking back at the Horned King's citadel and undo Odin's spell. However, the idea was postponed by his fellow party members, telling him to join with the others first before they could battle the King and his allies. In the proceedings, some of the Warriors, including the Beast, "Lady Amalthea", Eilonwy, and Robin Hood expressed concern about Taran's irrirated behavior, as the boy fell deeper into deprivation and corruption by the powers of the One-Ring.

Elsewhere, Amos Slade left his household to meet with Dr. Greed and Alameda Slim for his report. While Slade left, Copper, feeling remorseful for indirectly injuring Chief and letting Snitter getting away, he vowed that he would not hold back the next time they meet, as Steele grinned on him for making his new decision. At the same, Slade met with Dr. Greed and Slim, who also happened to meet with Ratcliffe's acquaintances Mr. Winkie and Mr. Wesley, explaining his failure to kill Rowf and Snitter. As the others scolded Slade for his loss, the hunter sweared that he would not miss the next time he would find them.

While helping the injured combatants, after the attack on the R.L.S. Legacy vessel, the crewmen were greeted by Colin MacLeod's task-force and the Atlantean mercenaries, who joined forces with them to establish their strenght against Marcus Octavius. The were also joined by Dimitri, Vladimir, and Pooka, still on the look-out for Anastasia Romanov, who requested to join their league in order to survive the conflict. Reluctantly, Buzz Lightyear accepted them into their ranks, though not promising to guarantee their safety.

Arriving at Marcus Octavius' stronghold, Emperor Zurg and Dr. Hamsterviel granted an audience with Marcus, explaining him the reasons of his visit. He proposed to join forces to deal a major threat, whom he considered as a valuable asset to their advantage, should they managed to control him. While Marcus was not intigrued by Zurg's offering, he immediately gave in, as Hamsterviel revealed the existence of the threat in the form of the Iron Giant, pressuming that he would may pose as the Giant's next target if he wouldn't take action against him soon enough.

Abandoning Scar's services, Claudandus took refuge at the Patch of Heaven ranch, proposing a seat to Cat R. Waul and Napoleon's inner circle, having already been informed about their victory against the A.C.S.'s members. Waul and Napoleon agreed to let him stay in the farm, unknown to the three of them that they were secretly watched by Wilbur, who displayed fears and concerns for the new management.

While regrouping back at the gorilla territory, Tarzan and his friends were greeted by Richard Tyler, Kex Bradley, Mara, 26, and their friends requesting to join forces to survive the conflict. While Mowgli accepted them into the jungle, having previously met with 26, Tarzan reluctantly accept them, as was worried about bringing more children into danger in his territory.

At the seas, Ariel, Sebastian, and Flounder met with Fly, Stella, Chuck, Sasha, Hubie, and Rocko, proposing to help them on the compromise to assist Sinbad and his crew in their attempt to strike at Grimhilde's forces. Though Fly agreed, not wanting to risk away the safety of his companions, Hubie and Roco were reluctant to help them, until Ariel mentioned to Hubie that Marina (Hubie's love-interest) was captured by Grimhilde's forces, as she heard from some of her forces during the time of Sinbad's previous imprisonment, and stated that she needed his help. Alreadly convinced, Hubie and Rocko, along wth Ariel, Fly and their friends, set out to find Sinbad and his crew.

Settling off to the slopes of Mount Sinai, Aladdin and Moses' group of heroes were greeted by Odin and Osmosis Jones' task-force, who persuaded them to join forces before they could meet with the R.L.S. Legacy 's members. While Jones' force revealed their formalities to the rest of the heroes, Odin sought Aladdin and Moses, asking them about Tyler's movements and actions, having already been informed by his involvement on the Red Sea, with the heroes explaining what they knew from the time Tyler was in league with Frollo.

Arriving at the Black God's infernal realm, Hexxus met with the spirit of Chernabog, telling him that the time has come to unleash the Firebird from it's slumber, and use it to bring destruction and death upon the mortal world, hoping that the resulted deceased souls would fuel Chernabog's power and would give him enough strenght to destroy the barriers of the infernal realm and return to the mortal plane, as Chernabog gloated on.

And in the African savannah, the noble elk reached his destination, revealing the location of the Spring Sprite, as the wilderness heroes also caught up. Before their astonishing eyes, the Spring Sprite emerged, ready to help those who need recovery from their battles...

Rameses' Atonement
After securing their hold on Mount Sinai, Moses and Aladdin's group of heroes received a new arrival, as John Silver made his way to Earth and approached Osmosis Jones' task-force about Tyler's cruel methods, as he captured innocent children and adults for the purpose to turn them into lifeless fluids, eventually serving their purpose as part of the immortality serum granted for the warlord's conquest. He also explained Moses about the fact that the same lunatic killed Rameses' son and framed him for the incident. Not wanting to put Moses to blame, Lilo and Stitch secretly ran off to find Tyler, before anyone would notice their departure.

On his way to the Coachman's eccentric circus, Gee Willinkers found Lt. Grumblebee, an old friend he knew prior to the events of the war. He told him about his mission to rescue the elder Pinocchio from Screweyes' Eccentric Circus, explaining that he needed assistance as his duty of serving as the living consciousness to the boy. Lt. Grumblebee reluctantly assisted his old friend in finding the boy, knowing the dangers the circus posse posed.

While wandering through the forests of Germany, Snow White and her newfound friends happened upon a party of four heroes, mainly comprised by the English knight Sir Orin Neville Smythe, the archer Danielle, the woodland elf warrior Giles, and the talking wolf Aragh. They explained that they were sent by Carolinus to aid Sir Peter Dickison, Smrgol, and their allies into the battle against the villains. The heroes happily accepted them into their team, before settling off to Castle Grimhilde to free the other Snow White princess.

Still focused on his foe that he previously didn't obliterate, Jafar approached Hades for a way to finish off Sir Peter Dickison, having his own magic backfired in their previous encounter. Hades complied by sending his demonic minions Pain and Panic to deal with the minor nuisance. Though Jafar was sceptical about their capabilities, Pain and Panic oblidged, not wanting to encounter their master's wrath, should they refused or failed.

Making their way, somehow, to the Palace of Justice, Lilo and Stitch encountered Rameses alone in his private room. The two of them persuaded him into telling his brother-hood relationship with Moses in an attempt to comfort him. However, the Pharaoh dismissed and spurned their calls, threatening them to leave him be. At that moment, Lilo snapped up, angrily shouting at him, while explaining the Hawaiian saying "Ohana", telling him that a family must be together and that his brother loved him regardless of their differences. Feeling terrible about his actions, Rameses questioned them about their true statements. Lilo continued to elaborate that Tyler was not the person he could easily put his trust, as he was the one who shifted the blame to Moses in the first place. After some prompting, Rameses set out to find Tyler to confirm their statements.

Back in the forests of Germany, Snow White's crew ran into the fearsome, yet timid, Willie the Giant, who wasn't considered a villain in league with Mok and Maleficent, yet he posed a great threat to the heroes who got frightened by his immense appearance. Wanting to intimidate the giant as part of his mission to display his real powers, Sir Peter Dickison challenged Willie into a fight. While the battle was occuring, Pain and Panic watched from the shadows waiting for the result of the aftermath. In spite of his effort, Peter was easily overpowered by Willie who crushed him with his bare fists. As Willie turned his attention to the others, Stanley stepped forward and displayed his crafting abilities, generating a magical flower before the astonishing eyes of both Willie and the heroes. While Willie was distracted, Snow White's crew escaped from his grasp. Eventually, Willie's temper was calmed down with Stanley extending his powers, putting the giant into a state of slumber. While the the rest of the heroes questioned Stanley about his tricks, Pain and Panic revealed themselves, having become detested of Willie's pathetic defeat. However, they were burned down to crisp by Peter's flaming breath before they were sent to the Underworld by Sir Orin, where Hades and Jafar awaited for them to punish them as they were alerted of their defeat.

Resting in Thebes, Hercules's party questioned their leader about his involvement in the war. At that moment, Eris popped up before the small crew, toying with them. While Hercules was not interest in her games, he soon found himself roped into her trap, as the goddess captured his lover, the Greek woman Megara, to gain his attention. When Kuzco, Pacha, and Phil rushed to aid, Eris knocked them flat with her powers. She then made a deal with the demi-god, telling him to give up his godly powers in exchange of saving his friends. To clarify her word as goddess, Eris guaranteed the safety of his friends, promising that should any of his companions would be killed or hurted in any way the deal would be undone. Reluctantly, as his friends were on her grasp, Hercules accepted her offer, as he gave up his powers to the goddess while his friends looked on. As part of her promise, Eris released Meg from her clutches, though not before tossing a barrel upon Hercules, furthermore humiliating him. While Hercules' party lamented for the hero's loss of his powers, at the same time they thanked him for his wise decision of choosing to save people over to keep his powers for himself. As they fled from Thebes to seek any form of resistance, Eris gloated at them one more time before departing.

As they set their course to the Patch of Heaven ranch, Fievel and Mrs. Brisby happened upon Justin and Mr. Ages, two acquaintances of Mrs. Brisby who became informed of the League's imprisonment at the ranch. They willingly joined their cause, as they tagged the two of them into the farm.

Meanwhile at the Patch of Heaven ranch, Cat R. Waul, Ratigan, and Napoleon delegated the execution of the League's member's, including Prince Hans ad Figaro who were sent by the Jack-in-the-Box as a prisoner) to some of their allies and minions, including Brer Fox, Brer Bear, Berkely Beetle, Grundel, the Grand Duke of Owls, the Jack-in-the-Box, and Fidget, as they sought other matters to attend. Before the time could be decided however, Fievel and Tony made their reveal through the element of surprise, as they used a mobile vehcile to ran into Jack-in-the-Box, stunning it and dropping his sword weapon in the process. By doing so, the sword fell into Basil and Dr. Dawson's mouse trap, although not hitting them, tearing it apart, freeing the rodents in the process. As the League were relieved of the rescue party, the rest of the villains rallied up to stop them, with the exception of Fidget who was incapacitated by Prince Hans. When Hunch, the Grand Duke's nephew, attempted to hold them off, Basil amplified the electrical device where Hunch was standing, electrecuting him. Berkely then made his move, using his cane to knock out Roquefort and Jake. However, he was caught off guard by Bernard who incapacited him with ease. While distracted, Grundel stepped forward, trampling Bernard under his feet. However, he failed to notice Dumbo's assault, who hustled him aside. Upon recovering, the Jack-in-the-Box turned his attention to Fievel's party, arming himself with the fallen sword, only to encounter Justin, who stood up for Fievel and Mrs. Brisby. While the Box was distracted, though he managed to wound Justin's arm, Fievel used the revolvers he stole from the Forbidden Mountain to shoot through the Box's defenses, taking out his hat in the process. While running over his head, Fievel bumbed into Brer Fox and Brer Bear, whose intimidate size and frightening appearance horrified the small rodent. At that moment, Tiger came to assist Fievel, quarreling with the two predators. While most of the villains were incapacitated or distracted, the League's members, including Fievel's party, Prince Hans, Figaro, and Tiger took the opportunity to escape, not wanting to risk any further involvement in danger. Some of the villains took their anger on their respective superiors and minions, with Hunch being punished by the Grand Duke while Brer Fox being struck down by Brer Bear for their failure to stop them, while the others looked on as the League escaped.

While preparing herself for any eventuality, Mulan was informed by Jim Hawkins about the disappearance of Lilo and Stitch. Thinking of John Silver's warning, Mulan feared that they went after Pharaoh Rameses to convince him of Moses' guilt. She rushed over to France to save Lilo and Stitch from interfering with Frollo's forces. However, Jim and Odin stopped her, telling her she shouldn't barge in there like she did last time with her encounter with Tyler. Despite their efforts, Mulan was impatient in finding them, leaving no choice for Jim other than to assist her. As Mushu waited enthustiatically for the expectation, Odin monologued about Mulan's thirst of revenge against the warmonger.

After fleeing for the Patch of Heaven ranch, the League officially accepted Fievel's party into their group, thanking them for rescuing them earlier as well as revealing their formalities to each other. As Fievel reunited with Tiger, Basil and the rest of the League were puzzled in their next move, considering that Cat R. Waul and Ratigan had gathered a majority of criminal rascals. Thinking no other alternative, the League decided to find a larger resistance force to oppose Waul's alliance. Elsewhere, Gee Willikers and Lt. Grumblebee arrived at the backstage of Screweyes' Eccentric Circus where they found Clara and the elder Pinocchio at the moment, the latter still in his comatosed state since the circus show. As Clara and her friends wailed for Pinocchio's sleepy state, they scoured the whole backstage to find anything that would help their friend.

On his way to spend his night at a strip club to relax, Tyler and his goons were confronted by Rameses who demanded them answers regarding about his son's death. While reluctant at first, Tyler eventually gave in the evidence, revealing to be the real culprit. Angered, Rameses drew his sword and pinned Tyler down. However, Tyler stood up and slashed Rameses in the chest, heavily injuring him while Lilo and Stitch looked on. Before he could deliver the fatal blow, Jim and Mulan came to the rescue, knocking Tyler off his feet. As Jim lifted Tyler, Mulan noticed the stunned Tyler pinned on the ground. This series of events would lead to Tyler's demise should Rameses wasn't presented. Rather than attacking her nemesis personally, Mulan helped Jim in escorting Rameses to Stitch's spacecraft, along with the help of Lilo and Stich, leaving the berserked Tyler to rant about the heroes' interference in his goals.

Willikers and Grumblebee were not the only stowaways of Screweyes' circus, as Louie and Cecilia, having been seperated from Cody, the Dogs, and Cats, became attracted in seeing the circus show. As they explored the tent, they found Sarousch who demanded them to leave the circus at once, until Rex and his gang, who had followed the children's scent all the way to the circus, revealed themselves to the magician. Fascinated about their immense size and enchanced intelligence, Sarousch hoped that the dinosaurs would be the next marvelous attraction to the circus. While he persuaded them with sweet talks to join the circus, telling them to digest Screweyes' "Brain Drains", which he had obtained from the ringmaster to serve his purposes, Sarousch progressed in using brute methods, as he turned Louie and Cecilia into witless primates. The angered dinosaurs threatened Sarousch to revert the change. The magician agreed on the compromise to join the circus and become the next attractions. Reluctantly, for the children's safety, Rex and his friends gave in with heavy hearts, as they were escorted to the main tent, not before Rex bidding farewell to Louie and Cecilia as the children revert into their previous state.

A group of wise folks and mentors gathered at the Grandmother Willow's tree to form a "Wise Council" and discuss about the state of the war and the action the must take against the villain forces. With Merlin, Mama Odie, Mother Nature, Rafiki, Carolinus, the Great Owl, and Grandmother Willow herself in attendance, the Council was also joined by the wise rodent Nicodemus, Crysta's mentor Magi Lune, the legendary Pagemaster (who revealed to be the person responsible for Richard Tyler's involvement in the war), Irene's ancestor Great Great Grandmother Irene, the Blue Fairy, and the Good Fairy, who were summoned to contribute their effort in assembling the heroes and strike back at Mok and Maleficent's forces. Before Merlin could elaborate furtherrmore, an unexpected arrival made it into the scene, astonishing Merlin and his allies in the process, as Gandalf, who had been revealed to have survived his match with Maleficent, stepped forward with hazardous news. While he knew that his initial task in finding the One-Ring to prevent Sauron's influence from taking over this world was a priority, he sensed a greater evil in the form of Chernabog and his dark faction; thus he kept aside his quest and re-joined with Merlin, prompting the Council in hasting up to find the larger resistance forces on Earth and stop Chernabog's evil at any cost. Taking account of Gandalf's warning, Merlin and the wise folks reassumed to their previous mission in uniting the hero forces.

Expressing his outrage on Lambert for failing to stop Mulan and Jim, Tyler was suddenly interrupted by Frollo and his men, who decided to terminate his services in his alliance and sent him to prison for the account of Rameses' death, delegating his arrest to Cortez. Sadly for them, Tyler, who got fed up by Frollo's crusade, brutally slaughtered Cortez as he approached him, horrifying Frollo and his allies. Though Ratcliffe ordered Frollo's infantry to take him by force, Tyler managed to fend them off with his mini-gun. He then fled France along with his men, leaving the infuriated Frollo to swear vengeance on the warlord, though Ratcliffe and the Colonel expressed some concern about Frollo's mental stability.

Not far in Germany Ogthar, Captain Hook, and Zira sent their primary lackeys: Rhoga, Thudd, Mr. Smee, and Nuka to set traps around he perimeters of Castle Grimhilde's region on orders of Queen Grimhilde. The minions gladly set on their mission to impress their superiors. Deep in the ocean layers, the pilot fish Joe was visited by Ursula, who become aware of Joe's increasing power in the seas by her pets. She persuaded him to join Queen Grimhilde's cause, and in return they would provide him with great supply enchanced potions synthesized by the scientists, who got captured by Grimhilde's forces, as well as great share of the ocean territory, which he would take over for himsef. Already convinced, Joe accepted her offer, setting his small army to Castle Grimhilde to serve the Queen.

Back at the backstage of Screweyes' circus, Clara, Willikers, and Grumblebee were still puzzled in finding a way to restore Pinocchio into his previous state. At that moment, the Blue Fairy appeared before them, having become aware of the boy's misfortune. In light of the children's spirits, the Fairy lent her aid, awakening Pinocchio from his comatosed state with her wand, though she warned him that she wouldn't be presented the next time he would be threatened, telling them that were on their own.To cheer them up, however, she told them to find new allies to defend themselves from the Coachman and the other forces of evil. After being ousted from France, Tyler approached Dr. Schechter in his lair, now located underneath Screweyes' eccentric circus, pressuring him to make haste in his actions to create serums from the fluids of the innocent children and adults. As Tyler and his party geared up to capture more innocent and harmless heroes so that he would obtain enough immortality potions before his next goal of discovering the Holy Land's waters, they were unaware that Scalawag and Igor had been listening to their whole conversation. Feeling guilty of their actions, the two conmen decided to seek aid from the other heroes to save the captured heroes from sharing a tragic fate.

After their run-in with Tyler, Jim Hawkins, Mulan, Lilo, and Stitch managed to preserve Rameses' life all the way to Mount Sinai, handing him over to Moses and Aladdin's task-force, though explaining them that he was badly injured. As the heroes drew closer to examine the sudden impact, Rameses gained his senses while confessing his wrong ways to the people he treated. As he began to make amends on several heroes who wrong them, including Quasimodo whom he previously tortured, he then turned his attention to Moses, explaining that he missed him since his departure from the land of Egypt and needed him in the most critical situations. Furthermore, he told him that he didn't harbor any evil intentions or resentment to his step-brother and that he was correct to assume that he was mislead by Frollo and Tyler. As he gave up his final breath, Rameses confessed his affection as a brother figure to Moses, to which the prophet responded with a remorserful change of heart. As the heroes wailed for the death of a misleading person they previously considered as a foe, Mulan expressed her condolences for the tragic loss and the suffering as a means to lift the weight of his burden. While this was going on, Lilo and Stitch approached Mulan and Jim, making an attempt to comfort them, though the heroes explained that they needed private time between themselves. Feeling Lilo's safety, considering her near encounter with Tyler, Mulan and Jim told them to return home and not become further involved in the war. Reluctantly, Lilo and Stich accepted, not wanting to put anyone's life in danger anymore, as they took the spacecraft to Hawaii, unaware that Tyler already set his sights on the island.

The Calm Before the Storm
Gathering her allies, including Scar and his faction, in her throne room at Castle Grimhilde, Queen Grimhilde commenced the meeting, explaing of her plan to eliminate the resistance force, mainly led by Sinbad and Tarzan, that was approaching Germany. In spite of the small tensions between Scar's allies, Scar gave no though of their quarrel, though he questioned the Queen if the meeting would proceed with more additions. To his surprise, Grimhilde showed to her allies the Animal Cruelty Squad before them, explaining that she expected the arrival of the organization through her entrusted scout minions. As McLeach questioned Grimhilde about the sudden call, the Queen said that she had heard about the reputation of the Squad's merciless and cruel tactics, intriguing her though of assimilating their forces into her faction. However, this led to a bigger tension between some members, particularly Cruella who expressed her detestation in working with "savage animals". Furthermore, Scar and Shere Khan provoked the Squad informing them about the demise of their former acquaintance, Dr. Pretorious, as it was told and revealed in Claudandus' perspective, surprising Cruella and her allies (who found the real culprit of their friend's attacker), while also doubting about their capabilities, claiming that they expected a group of "cold-hearted maggots" and not a team of pathetic hunters. As tensions grew between them, Lord Maliss broke them up, speaking on her sister's behalf to continue, allowing for Grimhilde to explain her motives. She explained that she needed both factions, in spite of their past rivarly, in her collaborate plan to finish the heroes, demanding them to work together in their following assignment. As Cruella questioned Grimhilde about their usefulness to her plan, Eris appeared and spoke on Queen Grimhilde's behalf, revealing to be the person working behind Grimhilde's plan. The goddess explained that a majority of heroes would approach the land. In order to strike them down, Eris told of her plan to block all of the escape routes with the assembled forces of the three factions, preventing them from leaving and bringing them on her ultimate trap. When Clayton asked about her real plot, the goddess refused to explain any further, keeping it a secret from the rest of the villains. Though McLeach demanded to know the reasons of trusting her in the first place, especially after releasing the demonic Hexxus into the mortal plane, as well as her acclaimations of her word as a goddess, she explained that she indeed kept her world, telling them that all they need to do was to cut down the "marked tree" and keep it for themselves, furthermore elaborating that she didn't mention the existence of the spirit. As Eris finished her talking, Grimhilde explained that she had Ogthar, Hook, and Zira to send their minions to set traps around the terrain of her kingdom and that they must mobilise at once in order to ambush the heroes. While most of the villains left, Scar and his factions remained as they began to questioned Eris' plots. As word of Pterano's disappearance was brought by Scar, Sierra estimated of his current position within Simba's faction. As Zira burst her outrage on the treacherous Pteranodon, Scar calmed her down while demanding to known from Sierra the reasons of joining with his nephew. The Pterodactyl revealed that he was acquainted with his "nephew", Petrie, whom began to soft his feelings and change his wrong ways for the better. Content on the information, Scar and his alliance plotted to frame Pterano in front of his own friends, as they set out to confront their foes.

Outside of Castle Grimhilde, Rhoga, Thudd, Smee, and Nuka worked in setting the traps in which they would ambush the heroes. While Thudd and Smee seemed to be the only ones who contribute their effort, Rhoga and Nuka made several excuses on purpose to avoid the task. Nevertheless, they continued in their work. On Pride Rock, as Simba decided to join the wilderness heroes in their fight against their attackers, Pterano, who was still remained within their ranks, told him about Scar's partnership with Queen Grimhilde, as well as the Queen's plans to get rid of them. As they planned for a counter-strike offensive, an injured seagull approached Simba and his friends. As they tried to help him, the mammal threatened them not to, although he told Hazel and his friends that he came from the "Big Water", outside of Castle Grimhilde where Grimhilde's forces designed their traps. Upon being questioned by Nala, the seagull revealed his formalities, telling them that he was named Kehaar. Knowing that he was considered an endangered animal, especially if threatened by the villain forces, Simba and his friends let Kehaar on their team to guarantee his safety.

Meanwhile, Ariel and her friends re-joined with Sinbad and Prince Frederic in ther counter-offensive against Grimhilde's forces, while being informed about a large resistance force heading towards Germany. When Sinbad questioned the reasons of coming back to them, since she was a mermaid and a former target of the villains, Ariel explained that she had to fulfill her vendetta against Messina, the reason of driving the mermaid into the conflict. While this was going on, Hubie revealed to Rocko and Tiana about his desire to meet with his mate, Marina. As Tiana flattered Hubie for his affection, the penguin told her of his plan to find a suitable gift to mate with her, revealing the small "pebble" (which at the same was the lost part of the "key" that Tyler seeks) he acquired for her. While Tiana, Naveen, and Rocko examined the peculiar "pebble", Sinbad set forward to the coast of Castle Grimhilde to meet with the resistance force.

The Dogs and Cats eventually found Rowf and Snitter after their seperation. While the two of them talked about their near death encounter with Amos Slade, several animals revealed themselves to the group, as Bambi's mate Faline, the kind Vixey, and the mysterious Tod (not confused with Tweed's adoptive fox), joined their league. It was soon enough revealed that they were guided by Magi Lune, who revealed herself to the animals, explaining that they needed to meet with the wilderness heroes and aid them in their battles against the villains. The group set off to find the heroes Magi Lune mentioned, though they were unprepared to deal with the most powerful forces they shouldn't be reckoned with.

Returning to their residence in Hawaii, Lilo and Stitch found Nani and David mysteriously absent. At that moment, Cobra Bubbles arrived to tell them that they were captured by Tyler, along with the other parental figures. He also warned them to remain in their house while he would contact the local authorities as well as the Galactic Federation for aid to capture the criminal. At the Wild West, the Patch of Heaven's cows, Edmond's friends, and the Fearless Four 's members met with Spirit, Rain, and Little Creek informing them about Napoleon's complete control over the ranch and that they needed their help to depose him. Having become familiar with the animals since his stay at the farm, Spirit agreed to help them as they set course to the ranch.

Still imprisoned in Mok's facility, Jasmine, Angel, and Yum-Yum, now joined by Anastasia Romanov (who was thrown into the facility by Lady Tremaine on Mok's orders), debated for an escape plan. As things seemed loomed for the heroines, a sudden twist happened as the Schlepper Brothers' little sister, Cindy Schlepper, broke into their cell. As they were puzzled about her intrusion, Cindy's kind nature earned their trust, as she proposed to find a way escape from the facility. No sooner than she did, all of the heroines escaped with Cindy. At the same time, Mok finished the final process of his grand marvelous plan, though not before being interrupted by the artificial programs of his super-computer.

As Sinbad's crew came ashore, they ran into Tarzan and his resistance force. As they explained the severity on the situation regarding about the counter-strike offensive against the villains, they got ambushed by Grimhilde's forces, who stepped forward to capture them. With the combined power of the Animal Cruelty Squad's members, the forces of Grimhilde, and the Velociraptors of Ogthar, the heroes got frightened by their vast numbers. However, Tarzan, Terk, and Kerchak managed to drive off the first sqaudron of the Velociraptors, although more were drawn into the battlefield. Terrified, Ariel, Sebastian, Flounder, Hubie, Rocko, Fly, Stella, Chuck, and Sasha retreated underwater to escape the threat. Meanwhile, McLeach and his pet-sidekick, Joanna, caught up with 26 and her companions. While Kex Bradley managed to topple Joanna with his skate-board, he failed to notice McLeach's assault, as the poacher tossed a knife upon him, losing his balance and eventually falling into a sand pit. As Clayton set Sabor and Lumpjaw on the loose, Richard Tyler entered the fray, swinging on a vine, knocking Sabor off her feet. While Kex was slowly smothered in the sand pit, Jane Porter came to assist, saving the boy from becoming enveloped in the sand. At the same time, Lumpjaw made it's move, turning his attentions to Richard and his companions. As he charged directly at Fantasy, the book shoved him back with a blast of her wand before fleeing to safety, along with Richard, Adventure, and Horror, 26, Kex Bradley, Mara, and Spazz. As things wouldn't get worse, the Velociraptors cornered Tarzan, though the ape lord managed to evade their attacks by sliding at a large canyon with the dinosaurs following in hot pursuit.

As they plunged deep into the seas, Ariel, Hubie, Fly and their companions stumbled upon Ursula, Marina Del Ray, and Joe, where they had been expecting them. When Joe gave the order, the Crab General, revealing to have survived his match with Sebastian, led the marine crab soldiers into battle formation, while Del Ray sent her personal eel sidekicks and the massive white shark Glut to deal with the minor nuisances. As Fly, Stella, Chuck, and Sasha whisked away from the threat, Glut pursued them on their trails, leaving no choice but to trick the shark. They eventually passed through a porthole in a shipwreck cove, leaving the shark trapped under the weight of the porthole. Meanwhile, Hubie and Rocko were chased by Del Ray's eels. Despite their efforts, the eels were tricked by the penguins' dexter skills, as they became trapped and enveloped in a mass of their own tangled bodies. Displeased by their perfomance, Joe took matters into his own hands as he further drank from the enchanced potion, slowly becoming a monstrosity, and challenged the heroes personally. Terrified, the sea heroes retreated back into the surface, much to Ursula's chargin.

Still on Pride Rock, as Pteraro continued to explain about Queen Grimhilde's goal to eliminate the heroes, including Simba and his friends, Bambi and Blackberry sensed a pack of unfamiliar animals approaching the formation, heralding the arrival of Scar and his forces. To make things worse, Scar, on a note to frame Pterano, seemingly congratulated his ally for tracking Simba and his friends, making it seem that he was still conspiring with his uncle in overtaking his kingdom. Furthermore, he explained that Pterano was just deceiving them so that he would led them to his trap, leaving Simba furious for his "betrayal". Surprised by the twist of events, Pterano attempted to clarify and reason with Simba. This action, however, had to be postponed, as Scar's allies attacked at the heroes, leaving no choice but to fight back. As Nuk, Yak, and Sumak made their move, Simba beaten up to the turf. As Niju assaulted at Kenai, Woundwort took on the One Hundred inhabitants, not before he was stopped by Tod, who fought him personally, distracting him long enough to usher the others to safety. At the same time, Bambi took out Woundwort's rabbits by surprise before the could even attack. In spite of his efforts, Tod was injured in the fight with Woundwort. As he was left on the verge of death by the general, Tigger rushed to his aid, knocking out the rabbit general with a strong bounce. Drake then appeared before Piglet, frightening his wits with his immense appearance and intimidated size. As Rabbit came to assist, he was smacked away by the penguin. However, he was caught off guard by Nala, who overpowered him with ease. While Rabbit attempted to hide in the fracas, he was found by Kaa who hypnotized him before he could devour him. Spotting Rabbit in danger, Cera arrived to his aid, toppling a large rock at Kaa's head, knocking him out. As Scar's hyenas approached the heroes, ready to kill Littlefoot's friends and the Watership Down rabbits, Big Wig stood up for them, whacking Shenzi off in the process before he ushered his companions and friends to safety. Meanwhile, Ozzy and Strut re-met with Timon and Pumbaa, reminiscing their previous encounter and humiliation, before taking out Timon. As Scar and his allies overwhelemed Simba and his friends, all things seemed loomed for the heroes. Before they could reach them, however, a demolition triggered at the cross line between their ranks, toppling down a barrage of rocks, preventing the villains from reaching them. On the other side, Simba found the cause of the demolition, as King Louie and his Bandar-long arrived to assist the lion in his battle. They then guided Simba and his friends out of Pride Rock, leaving it under Scar's rule.

Setting cource on his next goal, Tyler arrived in Hawaii, hoping to take Lilo hostage with intentions of using her as amongst the victims that would conduct his immortality potions as well as getting back on her for revealing his plans to Rameses. As he blew up a major part of her household, Tyler disembarked from his spacecraft to capture her, only for Stitch to come to her defense, challenging the warlord personally. As Tyler opened fire, Stitch avoided and deflected most of his shots, sending them back to him, knocking him off. Stitch them proceed to use a chainsaw and brutally butcher him, leaving him dead. As they attempted to escape, Lilo and Stitch horrified as they watched Tyler emerging from his near dead state while his wounds healed from the serum he drank. He then took out Stitch before abducting Lilo, taking her into his spacecraft, with Stitch following them in hot-pursuit.

After getting away from the Dromaeosaurs, Sinbad's crew and Tarzan's resistance force ran into Grimhilde's chief lieutenants. As Mowgli tried to catch up with the others, he ran afoul into Messina, who transformed into a cobra before mesmerizing and catching the young cub in her coils. Before she could kill him, however, Bagheera came to his defense, smacking Messina aside, freeing the hero from her grasp. At the same time, Dil and Ichy set their targets on Tiana and Naveen, ready to devour them alive, only for them to escape. While this was going on, Sinbad and Ariel confronted Captain Hook and his crewmen, as the pirate decided to strike back at Sinbad for his previous misfortunes. The Neverland pirates managed to overwhelmed the Arabian pirates with a sheer cloth, including Sinbad's mate Marina, while Hook managed to take out Sinbad by surprise. As things wouldn't got worse, Morgana and Lord Maliss revealed themselves to Ariel and Prince Frederic, the latter catching up with the rest of the heroes, with the Queen's brother using his powers to seal Ariel into a magical barrage, preventing her to escape. While he was distracted, Tarzan was struck down to his knees by El Supremo, forcing the ape lord into submission, while the commander's soldiers incapacitated Kerchak, as the ape came to his aid. Finding Tiana on the spot, Tzekel Kan turned Tiana into a human. He then made a deal with her, explaining that she would stay that way for the rest of her life if she would abandon her friends and her allies, with the rest of the heroes anxiously watching on. While reluctant at first, Tiana found the courage to turn against the deal, much to his astonishment, forcing the shaman to undo his changes, turning Tiana into a frog once more. As the fight continued, Morgana summoned a massive wave of magic that sent Scotty and Daffers reeling away. It was up this moment that Frederic, the only remain hero who could fight, stepped forward to the barrage of Ariel, using his mystical powers to release the mermaid from her imprisonment, though at the cost of overusing his powers to the full, leading him to weariness and exhaustion. As the prince fainted out, the remained heroes fled deeper into the wilds to escape from the villains, leaving Sinbad, Tarzan, Kerchak, and Frederic to be captured by Grimhilde's allies, ready to deliver them as new hostages.

Passing by Grimhilde's territory, the Dogs and Cats, including the animal heroes that were sent by Magi Lune, were suddenly ambushed by the ACS's members, who made their move to capture them alive. While Amos Slade opened fire with his rifle, the faction's hound dogs, including Steele, Roscoe, Desoto, approached the hero party, charging directly at Fagin and Dodger. While this was going on, Edgar set his sights on Robespierre, though the cat was kept as a distraction for the butler, as Jaune-Tom caught him on guard. While distracted, Danny was hit by Alameda Slim to the ground as Sawyer looked on. At the same time, Farmer Jones encountered Thomas O' Malley, Duchess, and her kittens, throwing them various objects to stop them on their tracks. Meanwhile, Madam Medusa confronted Rowf, Snitter, and the Tod (now allied with the two dogs), dispatching her lackey, Mr. Snoops, to deal with them. Before he would seize Snitter, Rowf came to his aid, bitting his hand, freeing him from his grasp before escaping, as Snoops uttered his pain on the resulted encounter. Spotting Tom and Jerry in the fracas, the Willie Brothers attempted to capture them only for Jerry to knock them out with a barrage of weights, dispatched by a flying airplane, while hurtling a rotten banana directly at Horace Badun, splatting his face. As he recovered and joined with Jasper in his attempt to strike Tom down, the cat used destroyed a section of a nearby wall with fireworks, toppling it under the thugs, crushing them underneath the rumbles. While distracted, Charlie Barkin, Pongo, and Dodger were caught off guard by Desoto, Ferdinard, and Steele who defeated them with ease. Eventually, Francis encountered Cruella, as the two leaders of their respective factions fought for their lives. In spite of his efforts, Francis was beaten by Cruella, who attach him with a chain before sending him reeling away. As Cruella was about to deliver the fatal blow, Hazel made his reveal and rushed to Francis' aid, knocking Cruella off her feet. He was also accompanied by the rest of the Watership Down rabbits, the animals guided by Magi Lune, Simba and his loyal allies. On an interesting note, Faline reunited with Bambi while Vixey bonded with Tweed's adopted fox Tod. As they realized that the odds of fighting them turned against them, the animal heroes retreated into the deep forests of Grimhilde's territory, much the to the dismay of the ACS's members.

Meanwhile in the Native Land, Ratcliffe settled forward in expanding his territory as the Colonel eagerly listened. At the same time, the Patch of Heaven's cows, Buck, Spirt, Rain, Little Creek, Edmond and his friends, and the Fearless Four 's members stumbled upon their territory while on their way to return to the ranch. As Spirit closed in, Ratcliffe's dog, Percy, alerted their presence to Ratcliffe, who ordered his men to seize them at once. When a soldier of the Colonel drew closer to Buck, he was knocked out by the horse's hooves. While the rest of Ratcliffe's settlers armed themselves with riffles, Edmond seized a discarded flashlight on the field and turned it on the direction of Thomas. While he was distracted from the flash, Thomas fired a mislead shot beneath Ratcliffe, furthermore angering him. Meanwhile, Ben attempted to beat Spirit down with his riffle, only to be caught off guard by Tortellini who stopped his advance. Seeing an opening, Little Creek and Rain foolishly charged at Ratcliffe, despite Spirit's protests to stop. As it turned out, Ratcliffe shot at Rain, stunning her before she was plunged into the raging waters of a river near Ratcliffe's territory, along with Little Creek, as the rest of the heroes looked on. Although Little Creek managed to get a hold on a large rock, he was caught in the act once again by the Colonel, who was set in killing the native warrior. In his defense, Maggie charged forward at the Colonel, knocking him out of his horse ride. Seeing Rain sweeping through the river, Spirit, along with the Patch of Heaven's cows, Edmond and his friends, rushed in to save her life. Unfortunately, they were all dragged down to the rocky waterfalls in spite of their efforts to turn against the tide. As Ratcliffe was prepared to seize Buck while the Colonel was recovering, he turned his attention to Thomas, admonishing him for his failure to use a weapon properly.

Back in Germany, Sinbad's resistance force as well as the wilderness heroes reached up a ruined temple in the deep forest as the combined forces of Grimhilde, Scar, and of the Velociraptors pursued them, cornering them so that they wouldn't be able to escape. Before they could seize them, however, Simba, Littlefoot, the One Hundred Acre Wood inhabitants, the Watership Down rabbits, and the animal heroes arrived, alerting their presence to both parties, shocking the villains while relieving the other heroes. Though Lumpjaw attempted to pick a fight, he was beaten up by Jaune-Tom's punches. When Sabor closed in, Danny pulled him over with ropes, hoising him entagled in the air. At that moment, the A.C.S. arrived to assist Grimhilde's forces. While Ursula was kept distracting, seeing Steele threatening Oliver, Cera toppled a large rock upon her, crushing the sea-witch. Madam Medusa then dispatched her alligator pets after Littlefoot, nearly succeeded in eating him alive if he wouldn't hide in the temple's small opening, all the while Amos Slade shooting at the Watership Down rabbits, wounding Hazel in the process, while Winnie and his friends looked in horror. As Grimhilde's forces cornered the small army of heroes, they suddenly stopped as Tyler flew through the territory, surprising the villains and the heroes, before disembarking from his spacecraft in the process. He then took Fagin hostage, seeing him harmless enough, hoping to use him as one of the victims for the experimentation test on his immortality serums. However, Ariel came to his defense, fighting off the warlord before she was pummeled to the ground by him. As Tyler was ready to strike her down, Oliver sneaked in, bitting Tyler's rear, causing the warrior to scream in pain, allowing for Ariel to escape from his grasp. Simba then charged forward at Tyler, as the warlord threw Oliver away, knocking him off his feet. Seeing the odds turning against him, Tyler revealed a concealed gun and shoots Simba, plummeting him into down below the gorge, horrifying Nala and Ariel in the process. While Simba was recovering. Ariel threw herself up on Tyler as an act of outrage. In doing so, however, Tyler, indirectly, shot one of the temple's pillars, destroying it. As both parties looked on, the temple was about to collapse. While Tyler retrieved Fagin and escaped the destruction, Grimhilde and her forces departed immediately, followed in suit by the heroes. While everyone was still standing, King Louie ushered the heroes to safety, bringing them time as he held off the destroyed pillar's position, though at the cost of his life as he was buried alove, as the despaired Pterano looked on.

Washing up on the shores of the rocky waterfalls of the Native Lands, the Patch of Heaven's cows, Chanticleer, the Fearless Fours members, Buck, Little Creek, and Spirit found Rain injured and barely clinging to live. While they wished to help her in any way, the heroes got spotted by Ratcliffe and the Colonel, who ordered his men to seize the animals for the ACS. In spite of his efforts, Spirit was forced to give up on Rain, as he was taken by Ratcliffe's men. In the confusion, the Fearless Four and Chanticleer managed to escape. Escaping to a habitat near Mount Saint Helens, the wilderness heroes, now included by Sinbad and Tarzan's forces, the Dogs and the Cats, regrouped to check up on everyone before they were confronted by Pterano. He pleaded for mercy to Simba, explaining that he didn't know the outcome would result in their tragic situation. When Petrie attempted to stand for him, Simba silenced him up before turning to Pterano. By vote of every single hero, including of Simba himself, the pteranodon was sentenced to exile, reminding him to think about the crimes he commited. Without evidence to prove his guilty verdict, the remorseful Pterano fled the heroes' hideout as Ariel and Petrie looked on.

On Mount Sinai, as Aladdin and Moses' resistance force was still suliking over Rameses' death, Merlin arrived with an urgent mission to deliver at Aladdin and Moses. He explained that another foe planned for his uprising in the mortal world, sealing every hero's fate, should he would be freed from his imprisonment. As everyone was listening, Merlin showed them a vision of Chernabog, the demon responsible for most of the villains' attacks, astonishing Moses. The wizard told Moses of his mission to stop Chernabog, as it was foretold by a prophetic vision that he would stop the demon's advances. Furthermore, Merlin tasked an assembled force led by Aladdin and Jim Hawkins to investigate the activities of some of the high-ranking villains, who had been recently spotted in Club 666 in New York City, while he would rally the Wise Council to support the resistance. Aladdin and Jim's task-force departed, leaving Moses in charge of the resistance force.

On the Forbidden Mountain, word of the heroines' escape was revealed to Maleficent and Mok, who were frustrated on their minions for letting them go. Learning that not only the heroines, but also some of the other heroes would seek after them, the Schlepper Brothers volunteered to capture them only for Mok to stop them in their advances. He told them to track down the heroes, although without interfering in their actions. He then ordered them to get Eris and an acquaintance of his, called by the name "What's Her Face", as Maleficent curiously listened.

As Aladdin and Jim's task-force arrived in Club 666, the team looked on as Gaston, Jafar, and Thrax made their way to the night club, which was acting as a neutral zone, and spent a nightime of pleasure before heading to their assigned duties. Although the heroes decided to look for a way to infiltrate the night club undetected, they found themselves uncomfortable by Osmosis Jones and Drix's facial changes. Nevertheless, they entered the club without paying attention to the Federation's officers' changes. At the same time, the escaped women, guided by Cindy Schlepper, arrived in Club 666, who reluctantly entered the club on Cindy's desire to dance on stage. Encroaching inside, the heroes found a large crowd, filled with people of any kind, as well as the villains, who spent their time watching Holli Would performing on stage as the main event of the show. While trying to get along with the crowd, not wanting to gain any attention, the heroes kept their eyes on their pursuers.

Eventually, Jafar, who became cautious of the heroes' intrusion, departed from the stage into the backstage of the club, where he was followed by Aladdin, Abu, Omar, Dizzy, and Stretch. While they tried to catch up with Aladdin and Omar, Dizzy, Stretch, and Abu were suddenly captured by the Schlepper Brothers, who wanted them out of the picture. Now alone, Aladdin and Omar were busted by the sudden reveal of Mok and Jafar. As Aladdin and Omar kept listened to the villains' threats, they were shocked to see "Jasmine" and "Angel" tagged along with them, telling them that they were now theirs and theirs alone. As Omar and Aladdin broke down, the Schlepper Brothers captured them, ready to be shifted into Mok's zeppelin. As the show came to an end, Mok and Jafar congratulated "Angel" and "Jasmine"'s perfomance, who were revealed to be the impesonate actress "What's Her Face", and the goddess Eris in disguise. At the same time, Mickey, Donald, and Goofy were captured by one of the traps of the Schlepper Brothers, as Pluto looked on horrified. Elsewhere, Thrax's henchmen spotted Jim, recognizing him from the Benbow Inn.'s incident. Arriving to his aid, Mulan dispatched many of Thrax's henchmen, though she looked on as Thrax overpowered Jim. Rushing to his aid, Mulan distracted Thrax long enough for Jim to escape from his grip and blast at his claw, freezing it. Wanting to preserve strenght, Thrax retreated. While keeping up with the crowd, Osmosis Jones was busted by Gaston, who unintentionally smashed his facial change and revealed his rank as a Federation agent. Recognizing him as a threat, Gaston and his buddies started a brawl, though most of them started to fight one another. Nevertheless, Jones' managed to received a blow from Gaston himself. While still dancing, Cindy Schlepper was called off stage by her brother, Toad Schlepper, who warned her not help the heroes again. The distraught Cindy left the Club 666, never to be seen again.

In the confusion, Pluto met up with the real Jasmine, (as well as with the other women), having been close with her during Mickey's stay in Agrabah. They were also joined by Jim, Mulan, Osmosis Jones, and Drix, who were relieved to find some of the escaped persecutors from the villain forces. However, they were shocked to realise that Aladdin, Omar, Mickey, Donald, and Goofy were captured by Mok, who was currently ascending the skies with his zeppelin as Pluto pointed out. Recognizing the danger they possessed, the heroes decided to return to Mount Sinai and bring some reinforcements to free their friends.

The Darkest Hour on Earth
Returning to their posts after the Club 666's incident, the villains pressed course for immediate action to stop the heroes' advances. Maleficent, in particular, arrived at the Horned King's citadel and proposed an offer with the King and his allies. Having been informed by Mok about the heroes' current positions, Maleficent suggested to combine their forces, along with the Bakshi Bunch and Prince John's factions, and strike at the forests of Wales and the slopes of Mount Sinai. She demanded, however, to split their forces into two groups and take a portion of his forces, with the witch also exchanging her own forces to his benefit, in order to fasten up and fulfil Mok and Eris' designs. The King complied to her offer as he began to mobolize. While this was going on, Blackwolf took the opportunity to rally the Bakshi Bunch's armies on the King's top tower, inspiring them to attack the heroes with the use of enhanced techonology, as Saruman, Nekron, and Queen Juliana eagerly listened.

On Mount Sinai, Odette was transformed back into her human form (as Facilier's spell worn off due to being exposed to broad daylight), while Moses and Merlin's allies looked on. Quasimodo then approached her in an attempt to comfort her. Realising that he had feelings for her, Odette explained that the only way to break the curse is through a vow of ever lasting love, in her case reuniting with Derek. Still, Quasimodo insisted on helping her reunite with her prince, as Odette thanked him for his support. While this was going on, the Baghdad thief began stealing properties from the heroes, an act seen by Ichabod Crane, though losing them at a nearby lake, leaving him mocked by a caravan camel. Regrouping at the forests of Wales, Garrett's division met up with Nemo and Darkwolf's parties, now joined by Avatar, Peter Pan, and their fairy friends. Having formed a newly formed army, Garrett began to mobolize against the King and his followers. While Garrett rallied the Warriors, Taran was still left narrow-minded; being corrupted by Sauron's mind.

Encamping near Marcus' stronghold, the R.L.S. Legacy converged to discuss for a surprise attack on Marcus' base. While thinking of strategies to surprise the enemy, Cale brought the fact of the Iron Giant's battle system, considering him much of a threat rather than an asset. While Hogarth assured everyone that the Giant was on their side, Lightyear was left puzzled about the Giant's capabilities. At the same time on Marcus' stronghold, Emperor Zurg and Marcus decided to combine their forces to take down the R.L.S. Legacy's members, as well as the Iron Giant. Securing the loyalties of Kent Mansley, Rourke, Shan Yu, and the Drej Queen, Zurg lent Marcus his army, proposing him to hold off the Legacy's main force while he, Hamsterviel, and Rourke would deal with the Giant personally.

Returning to the Forbidden Mountain, Maleficent revealed her plan to her subordinates, giving them new positions to attack the heroes' hideouts in Wales and Mount Sinai. While the witch sent her army to their positions, Mok retreated back to his headquarters for a disclosed mission. Elsewhere, Eris met up with Hexxus, setting in motion her deadly scheme. Particularly, she proposed Hexxus to seek after the Spring Sprite, who would fall into the villains' trap at the right moment. As Hexxus gloated on, he began to use the lumber machine, the ACS left behind, in order to fuel his goal of everlasting pollution and destruction.

Back on Mount Sinai, the resistance led by Moses couldn't help but shake the feeling that something was amiss, especially since the prophet was absent for the time being. Soon enough, their guesses proved correct as the Horned King, sent by Maleficent to invade Sinai, arrived with a force consisted of Lady Tremaine, Facilier, Rasputin, Zigzag, the Snow Queen, Gnorga, Llort, and Madam Mim. As a test to intimidate the heroes, Mim morphed her face into that of a hog, horrifying Tulio and Miguel. Lady Tremaine went straight to Odette, indenting to capture her. However, Puffin came to her defense, knocking Tremaine's cat, Lucifer, aside. Not only him, but also Quasimodo rushed to her aid, threatening Tremaine not to touch Odette. As Rasputin decided to aid Tremaine, he was caught off guard when a canon ball was blasted into the direction of Quasimodo, driving him away. To the surpise of both parties, Tyler was revealed to be responsible for the attack as he made his way to Sinai to capture another target, though not before killing Quasimodo for his amusement. Thinking quickly, Ichabod launched himself up to Tyler, providing diversion long enough for Quasimodo to regain his senses and rejoin with the others. Unfortunately, this attempt costed his life as Tyler brought a driller and bore through Ichabod's chest, brutally killing him, as the others looked on horrified. He then tossed the corpse aside before turning to his real target, Esmeralda. While she managed to knock Tyler off his feet with a metal rod, she was overwhelmed by his team of scientists. When Phoebus attempted to help her, he was knocked out by another of scientist of Tyler. Just as he would depart with Esmeralda, Tyler was confronted by Aladdin and Jim's task-force, including John Silver, who arrived just in time to help the others, much to Tyler's chagrin. When Odin threatened Tyler, the criminal attempted to slaughter the extratterestial, though he was forced back by Jim's gunshots. In his predicament, Tyler brought time for himself, explaining that Silver is an undercover agent of Zurg. As the heroes were distracted by this new revealation, he took the moment to retreat back to his space craft. At that moment, Stitch arrived too late to see Tyler fleeing the scene. During these moments, Stich and Mulan witnessed Lilo one more time; being captured in Tyler's pod. As Tyler left, the confused villains directed by the Horned King continued their previous skirmish with Lady Tremaine and Facilier teleporting Odette and Lady Juliana to the King's dungeons, as Quasimodo, Puffin, and Anastasia Romanov helplessly looked on. Confronting Tack, Facilier threatened him with his cane attached to his neck, ready to kill him. However, Yum-Yum, who managed to reunite with her lover, came to his defense and tossed a rock at the voodoo master, driving him away. Fed up with their advances, Jasmine stepped up to confront the villains. However, she was forced back by the Snow Queen, who fired an icy blast at the princess. Noticing Stitch, Rasputin fired a magical bolt at the being; to his surprise, however, Stitch caught the bolt and sent it back to the lich, severing his hand and his familiar Bartok. While threatened by Zigzag, Alice consumed two Wonderland mushrooms, causing her to turn into a giant, much to the shock of Zigzag and several heroes. In spite of her efforts, however, Gnorga proved to the quite efficient against Alice, performing a necessary spell to make her cry non-stop, with her flooding cries washing away several heroes, including Osmosis Jones, Drix, and the Baghdad thief. As Gnorga continued to taunt with her rival, Morph bit her tail, distracting her, causing the spell to wore out, though she managed to take out the being with a swing of her tail. Zigzag then used his own magic to revert Alice into her normal form. Overwhelmed and overpowered, the heroes started to lose hope until Moses finally arrived to assist the heroes. As the villains were forced back as Moses and his lord posed a threat to them, the Horned King decided to face the prophet himself. No sooner than he did, Moses used his staff, and by doing so revealed his lord's will unto the staff, to splash the King with waters from a nearby pool of water, causing the effects of Moses' lord's will to blind the King temporary. Threatened by the powers of the prophet, the villains withdrew from Sinai as Moses looked on.

In New York City, the R.L.S. Legacy sneaked near Marcus' stronghold, witnessing Rourke, Mansley, and Korso's arms trade to supply Marcus' army. Suddenly, the Legacy fell into an ambush, as the villains were alerted of their arrival, dispatching their minions, mainly consisted of Zurg's Hornets, Drej soldiers, and Zygon's droids. Although the Drej targetted Lightyear, the space ranger acted first, blasting them away, though ge got caught by Hornets. As more Hornets and Drej cornered the rest of Lightyear's team, Booster and XR fended off their foes with their weapons, while Mira fled to help Lightyear in his fight with the robots. At the same time, the Drej pursued Amelia, Doppler, Jumba, Cale, and Akima, though they were driven back by Amelia and Jumba's firepower. As Lightyear managed to free himself from the robots while Mira was waiting for him, the ranger saved the Tangean princess from Preed's shot. Just then, Zygon, Thrax, Mansley, Korso, and Marcus himself revealed themselves to the Legacy, warning them to surrender if they want to survive. However, the distraught Milo charged on Korso, though the traitorous mercenary evaded his assault and beated him up first. Meanwhile, Thrax and Mansley attempted to make a stand against the Atlantean mercenaries. Though Mansley was thrashed out by Joshua Sweet, Thrax had better luck, beating Moliére down with his finger claw. As Jumba charged into Zygon's droids, destroying some of them with ease, he was shot by Zygon's blasts. Meanwhile, Lightyear and Mira confronted Marcus, who sent his servant, Kyala, to challenge the space rangers. Due to her agile abilities, Kyala managed to escape from their grip. While Booster and XR were still focused in their fight with the Drej and the Hornets, more foes appeared on the battle, as Scroop, Gantu, Darkmatter, and Shan Yu revealed themselves to Julie, Colin, Germaine, Dimitri, and Vladimir. Though Darkmatter stroke a blow at Germaine, he was caught by Julie's attack, who sucker-punch the renegade ranger with a strong fist, knocking him away. At the same time, Dahlia faced of Gantu and his division of Big-Hornets. While she was pulled back by Gantu's plasma gun, she managed to destroy the Big-Hornets. As more Hornets were summoned, Colin destroyed them with his katana sword. Shan Yu, on the other hand, turned to Dimitri and Vladimir, overpowering the con men with ease. At the same time, Scroop found the Valkyrie's crew, besting Gune, Akima, and Cale alone. Meanwhile, Orin, Dagg (who were onboard the spacecraft of Arthur), Hogarth, and the Iron Giant were ambushed by the sudden reveal of Zurg, Rourke, Helga, and Hamsterviel. With Zurg dispatching his Hornets to distract Dagg's crew, Hogarth and the Giant were left alone to face Zurg's remain allies. As Rourke's mercenaries fired at the Giant's position, Hogarth and his guardian decided to retreated, although they were being followed by Zurg's men. While destroying some of the Hornets with the ship's mounted guns, Arthur was damaged by the firepower of the remain robots, sending it hurtling down to the ground. As the Iron Giant also flew to the skies, along with Hogarth, he was chased by Rourke's mercenaries onboard of their airplanes. While the Giant managed to destroy an airplane, he was caught by Helga's offense, who dropped a bomb upon the Giant's position, taking him down. As both Arthur and the Giant descended, Zurg, Hamsterviel, Rourke, Helga, Mansley, and General Rogard moved in to capture the fallen heroes.

Traversing through the borderlands of Wales, the Medieval Warriors were ambushed by Maleficent's group of villains, comprised by Jafar, Hades, Ruber, Rothbart, Clavious, Zelda, Prince Froglip, King Haggard, Abis Mal, the Queen of Hearts, Odin, Yzma, Kronk, Creeper, Ommadon, Nekron, Prince John, and the Sheriff of Nottingham, who revealed themselves to the heroes, hoping to end their journey forever. As Beast warned the villains not hurting his friends, he was bested by Rothbart's magical blast, horrifying the heroes. Stepping forward, the Genie tried to stop Rothbart, Clavious, and Zelda, shooting a blast directly at Clavious, only for the sorcerer to deflect the blast at Rothbart's lackey, Bridget. Distracted, the Genie was blasted away by Zelda's powers. Clavious then took the moment to teleport Belle back to the Horned King's dungeons, angering the Beast. Before he would pick up a fight, Ruber was confronted by Arthur, who critized him for his behavior, distracting him long enough for Robin Hood to strike the knight with his sword. Despite his efforts, Ruber intercepted his action, catching his sword in midair before disarming him and knocking the hero away, laughing at his expense. In the brief distraction, however, Ruber was punched by Little John, sending him reeling away. On the other hand, Hades summoned a gigantic boar to deal with the heroes. Derek noticed his approach and slew the being with an arrow. However, he caught the attention of Prince John and the Sheriff, who ordered his platoon of wolf archers to strike him down with their arrows, though the hero managed to dodge their attacks. Prince Froglip and his goblin warriors then made his reveal to Peter Pan, taunting the youth and his fairy friends. Frustrated, Pan cut off a rug from above Froglip and his warriors, confusing and scattering their number as Yzma was watcing in disgrace for their actions. King Haggard then charged at Pan, swinging his sword on the youth, knocking him off his feet. John Smith arrived to his aid, clashing swords with the former Royal Council member. Unfortunately, Haggard saw a weakness in Smith's fighting style, wounding the settler in his brief incapacity before ordering one of Nekron's subhumans to deliver him to the King's citadel as new prisoner. Confronting Nemo and his crew, Abis Mal beated Flip with his scimitar before threatening the others. However, Camille stood up and sucker-punch the bandit lord. Witnessing the attack, the Queen of Hearts ordered her card soldiers to seize Nemo, Curdie, and their friends. Not wanting to put the Hungarian princess' life in danger, Curdie ushered Irene and Turnip to safety, while he would deal with the Card Soldiers. Arming himself with a club, he tossed a boulden upon the approaching Cards, scattering them away. As he was distracted, however, the Queen sneaked up on him and knocked him out of the battlefield with a flamigo pole. In the confusion, Camille, Flip, and Professor Genius got captured by the Gwythaints in spite of Nemo's attempts to save them. Elsewhere, Balto and Larn encountered Odin, who had his pet-wolf to deal with the Siberian husky. The wolf lunged at Balto with brute force, besting him. As he regained his senses, Odin used the powers of his spear to break the floor beneath Balto's feet, sending him plummeted below the gorge, horrifying his close friends. Larn retaliated, overpowering the false god with his spear. However, he was knocked out by Hades, who had his minions, Pain and Panic, to seize Larn and Teegra as new prisoners. While they were distracted, Darkwolf decided to fled the battle, considering his near impossibility to survive in the struggle. At the same time, Yzma teleported Thumbelina to the King's dungeons with the use of one of her special potions. Before Cornelius would even react, Kronk toppled the fairy prince into a pool of water, where Odin used the powers of his spear to freeze the water, allowing him to capture him as well. Near their position, Crysta and Zak Young were confronted by Creeper and a squadron of barbarians, assigned by the King to aid Maleficent, who made their move to kill the fairies. Finding his friends overwhelmed, Batty Koda rescued Crysta and Zak from their grip, even avoiding a throwing axe. Running into their path, the barbarians clashed with Aragorn and Frodo, managing to wound the hobbit with a spear, though he survived the blow. Noticing Lady Amalthea and her friends, Maleficent teleported them to the King's stronghold as new captives. As he made his move to kill the heroes, Ommadon summoned a monstrous worm to deal with Denahi. While terrified of the creature, Denahi was saved by the Genie, who rushed to his aid and destroyed the monster with a blast of magic, infuriating Ommadon. When his path was cleared, Denahi encountered Nekron, charging directly at him. Upon seeing his approach, Nekron pushed Denahi away with telekinesis. Meanwhile, Jafar found Devon and Cornwall, blasting fire at them with dragonic hands. While putting up a fight, Garrett was overpowered by one of the King's barbarians. In spite of Kayley's efforts to save him, she was captured by the King's barbarians as Jafar looked on. Now alone, Taran, Avatar, and their companions encountered Prince John and the Sheriff, the latter whom managed to wound the wizard with an arrow. As John ordered his army to apprehend the heroes, Peace fired at his position, temporary stunning the phony king. At that moment Peace, Weehawk, and Elinore saw a tank, occupied by Blackwolf's mutants, approaching, and attempted to stop it. However, Taran, who succumbed to the voice of Sauron through the One Ring, unexpectedly tossed his sword at Peace's position, as the robot was climbing the tank, thrusting the blade into the robot's back, killing him, surprising both hero and villain parties alike. Taran snapped back to his former self, witnessing Peace rendering into an empty suit. In the confusion, Elinore was captured by Blackwolf's mutants in spite of Avatar's efforts to save her. As Taran realised the consequences of his actions, he immediately retreated into the deep woods, not wanting to put another life at stake, despite Eilonwy's cries to return. As Maleficent prepared to capture the remain heroes, the Genie used his powers to teleport them out of Maleficent's reach, infuriating the witch and her allies.

Near Mount Saint Helens, Simba was lectured by Ariel and Petrie, who persuaded him to reconsider Pterano's exile sentence. While Simba was arguing with the two, the remain group was suddenly ambushed by the forces of Scar and the ACS, who cornered them into the mountainside. Right before they could strike them down, the villains and some forest animals spotted the sudden wildfire occured near their positions, sensing something was amiss. As it wouldn't get any worse, darkness and fire engulfed the mountain. While the heroes and villains were frightened by this new twist of events, Hexxus revealed himself to the parties, driving the Spring Sprite to to the crater of the volcano, indirectly touching it and awakening the spirit of the Firebird. While the Sprite was stunned, Hexxus, now joined by Eris, toyed with the benevolent spirit, pummeling her down with rocks and fires. As the heroes and villains looked on, the Firebird took its real form as an immense elemental being of fire, forcing them to retreat from the volcano, with Hexxus, Eris, and the Firebird following suit.

At the same time, the Horned King arrived in London, where he laid waste on the populous city, using the Black Cauldron to summon the Headless Horseman and King Haggard's Red Bull, along with the newly resurrected Cauldron Born, to wreck chaos and disorder. While the Horseman butchered many Londoners in his path, the Red Bull chased the other civilians, driving them into the path of the Cauldron Born. Before they could even escape, the civilians were butchered by the undead warriors. As the others retreated, the King commanded his warriors to set forward and destroy anyone and anything in their wake of their destruction.

Meanwhile, in New York City, Zurg, Marcus and Zurg's forces found Dagg's crew and the Iron Giant. As the Giant regained his senses, he looked upon Hogarth, who was left unconscious from the fall. Believing to be dead, the Giant began to display emotions of sadness and grief. However, Zurg and Hamsterviel had other plans, ordering Mansley, Rogard, and the U.S. military to hit the Giant with projectiles and missiles. Soon, the Giant's emotions changed to anger, rendering him into a machine of utter destruction under the control of Zurg and Hamsterviel. As the Giant began to transform into a dangerous weapon, he began to lay waste on his surroundings, incapacitating Lightyear, Jumba, and Julie. He even launched a missile all the way to London's Big Ben. While the Giant continued his rampage, Cale and Akima were also captured by a Drej air soldier, ready to be installed at Marcus' stronghold.

Elsewhere, in Nottingham, the villagers, aided by their elfish friends, readied themselves for Blackwolf's invasion, as the mutant armies advanced on them. While the villagers and the elves attempted to put up a fight, Blackwolf revealed his secret weapon; a projector containing images of Adolf Hitler and the Nazi party. As Nottingham's militiamen were kept distracted by the visions, Blackwolf, Saruman, and Nekron commenced the attack on the village, ordering their minions, comprised by Blackwolf's mutants, Saruman's Nazgûl, and Nekron's subhumans, to annihilate the resistance. As some of the villagers retreated, the rest of them were killed by Blackwolf's army.

With three sides losing, the heroes were helpless as the Iron Giant demolished numerous buildings, while Hexxus and the Firebird burned and killed many innocent civilians. In the aftermath of Nottingham's massacre, an elf survivor looked upon the carnage that surrounded him. At the same time, Blackwolf's projector stopped revealing images of the Nazi party. As Eris gloated on, more Caudron Born appeared in London, killing thousands of innocents. In the wake of his destruction, Blackwolf left his mark on the battlefield; a giant swastyka made entirely out of corpses of innocent civilians, believing that the heroes would lose their morale in that way. The heroes looked on as Earth turned into hellish battlefield, with Eris and Hexxus triumphing over their defeat.

Wandering through the waters of the Native Lands, the Tin Soldier, soon followed by Edmond and his friends, was caught up by a group of rats, intending to kill them on the spot. As Edmond and the Tin Soldier tried to avoid the rodents, Patou fent some of them with a club. Eventually, the heroes came ashore near the Patch of Heaven ranch. As the villains ceased their rampage, the heroes looked upon the carnage they left behind, leaving many of them with in sorrow as they started to lose hope in their critical situation. However, in the wake of the destruction, Moses and the Spring Sprite's elk stepped on the scene As Moses looked on, the elk found the Sprite, who took her into his care. While the Sprite still mourned, her unleashed tears fell into the ground, where they healed the destroyed land. Upon witnessing her reluctant work, both Moses and the Sprite knew that there was still hope left for the heroes, and rushed to gather the remain heroes they would find.

Landing on Castle Grimhilde, the Schlepper Brothers delivered Aladdin, Omar, Mickey, and their friends to Tzekel Kan as new prisoners for Grimhilde, on the behalf of Mok's orders. Finding the heroes valuable to the resistance, the Schlepper Brothers insisted in eliminating them as quickly as possible before their friends could save them. At the same time, Grimhilde's forces put Sinbad, Tarzan, Frederic, and their companions into different cells, warning them that they would carry the execution of the heads of the resistance movement soon enough.

Finding the encampment of the One-Eyes in the Arabian deserts, Zigzag and Ommadon, sent as Maleficent's ambassadors, gained an audience with King One-Eye, requesting him to join Mok and Maleficent's alliance in the perpetual war against the heroes. In exchange, they would be granted with a territory of the Near-East. Eager to their offering, the demonic warmonger readied his army to serve the witch. Elsewhere, Clavious and Zelda grew doubtful of the designs operated by Maleficent, the Horned King, and Rothbart. At that moment, a mysterious cloaked figure reveal himself to the two of them, requesting an offer of alliance. As the two kept listening, the mysterious figure explained that he found another purpose that could be used to control the control's main events to their own ends. Intrigued by his offer, Clavious and Zelda decided to have a close relationship with the figure, although they would still be tagged to Rothbart and the Horned King's team for the moment, all the while the mysterious figure departed to his next mission.

As the battle came to an end, the Horned King and his henchmen took Kayley, Odette, Lady Juliana, Lady Amalthea, Schmendric, Molly Grue, Elinore, John Smith, Thumbelina, and Cornelius as new prisoners, with some of them reuniting with their beloved ones. Lady Juliana, Maurice, and Pocahontas, in particular, reconciled with Kayley, Belle, and John Smith respectively. Elsewhere, the Fearless Four and Chanticleer happened on the Dogs and Cats, whom they suggested to rescue their friends from the Patch of Heaven ranch, assuming that they were kept hostage there. As Taran deserted Garrett and the rest of the warriors in the deep forests of Wales, he consoled himself with the One Ring, reconsidering the consequences of his actions, while at the same time figuring out a way to make amends.

In Dr. Schechter's lair, Tyler brought before Lilo, Fagin, and Esmeralda as new substitutes for his immortality serum. When Tyler made advances upon Esmeralda, the gypsy woman spurned him with a spit, leaving him mocked by Honest John. During the proceedings, the Coachman was informed about Tyler and Schechter's true motives, as they would use the children and adults for their experimentations. While disturbed by the new revealation, considering that the authorities would seek after them for their illegal activities, the Coachman assured Honest John that they would be safe as long as they would not be any witness to reveal their plans. Of all the performers of the Coachman's circus, Scalawag and Igor were the only ones to loathe his plans, eventually abandoning his services. They happened upon Clara and the elder Pinocchio, requesting them to free their friends from the Coachman's forces. Knowing that they also needed help to survive, Clara and Pinocchio accepted the con men into their team, though they kept them on the straight and narrow, having not forgotten their involvement in the capture of the children.

In the Black God's infernal realm, Chernabog and his Legion of Darkness feasted on the souls of the innocents they killed in the previous fights. As they celebrated, the Emperor of the Night warned them that a hero still posed as a threat despite their victory over the heroes. As Chernabog and his allies looked on, the Emperor revealed them a vision of Moses, infuriating the demon lords, although Chernabog promised them that he will be put in his place down to his infernal realm. At the same time in Mok's hidden lair, Mok received news from his super-computer, explaining another threat that stood in his way. To his surprise, the computer displayed an image of Mickey with a sorcerer's hat, the only hero who could challenge him in the near future.

With their time was running short, the remain heroes gather up to rescue their imprisoned friends, knowing that they needed all the help and assistance in defeating their foes, while the villains prepared themselves for any intrusion or attack that would come from all sides. As the conflict expanded, Grimhilde's forces sent Sinbad and Aladdin to their execution; Zurg's forces sent the Iron Giant to deal with the captured crewmen of the R.L.S. Legacy; and Dr. Schechter was set in killing Tyler's captured victims, while at the same time Ogthar was coming close in completing his secret goals. Meanwhile, a predator, who was not seen for a long time, began his rampage in the African wilds. At the same time, a sinister threat began his work to free a group of primordial beings from their ancient prison to aid Maleficent's forces.

A New Hope
After the massacre caused by Hexxus, Eris, the Firebird, the Iron Giant, the Horned King and the Bakshi Bunch's armies, many heroes have been separated from their groups. As the Wise Council converged at the Grandmother Willow's tree, they disccused ways to reinforce the lost heroes into the resistance back to Mount Sinai, fearing that another attack from Maleficent, Mok, or Grimhilde would result in their utter defeat. Tasked by Merlin and Gandalf, the wise folks departed to find the lost ones so that they could re-join with the others. Back on Sinai, John Silver was berated by Jim and Mulan, who demanded to know the reasons of his association with Zurg and Tyler. Silver explained that he was also after the waters of the Holy Land, but upon realising Tyler's cruelest methods, he abandoned their faction. While Jim was still bitter about Silver's double-crossing, the pirate reminded him that he valued their lives over his own and that he wouldn't let anyone threaten them. Still unconvinced, considering him unreliable, Jim kept his distance with Silver.

While Scar and his forces settled their base at the abandoned Pride Rock, Pterano revealed himself to the predators, who did not greeted him greatly, especially Zira, who referred him as a dinosaur. Offended, Pterano explained that he is "pterosaur", and not a mere "dinosaur". He then revealed his reasons of joining them as he wanted to a life where he helped others, not hurting them, recognizing his current position as a foe to Simba and his friends. Despite his claims, Sierra reminded him that this is how they worked and that he should be used to it by now, right before Scar ousted him out of Pride Rock. Willingly, Pterano fled to find a refuge somewhere else.

In Paris, Mok approached Frollo, asking him about his association with Tyler. The bitter judge told him that he was the lunatic who killed Rameses and Cortez before ending his services with him in the search for the Holy Land's region; a fabled region said to grant a warrior immortality, should he drink the waters of the Chamber. Upon questioning him about Tyler's current whereabouts, Frollo explained that he hadn't see him since he dismissed him from his faction. When Frollo asked Mok the reasons for asking in the first place, he told him that due to his interference, Tyler was considered a threat to his plans. He stated to him that he would give his report to him, should he find any sign of his activity, and assist him in taking him down, though the judge was still furious about Mok's previous mistakes.

Finding Willie the Giant, Hades and Jafar convinced him to kill Sir Peter Dickison, as they had seen his prowness against Peter while in dragon form. When this attempt failed since Willie was unconvinced, while he returned to sleep, Holli Would stepped into the scene and persuaded the giant to kill the dragon for her. As he found her charmed, Willie willingly helped them in their favor, settling forward to challenge Sir Peter with Hades and Jafar being impressed by Holli's talents.

Still wandering in Germany, Snow White and Sir Peter's group noticed a giant boulder toppling above them. As they looked closely, it was revealed that a shadowy figure was the cause of the boulder's collapse, leaving the Seven Dwarfelles and Dwarfs to pursue the stranger. However, another force prevented them as it crumbled the ground beneath them, driving Snow White's team to safety. In the ensuing shake, another boulder fell upon the stranger's legs, preventing him from escape. As Snow White's group checken on him, the stranger was too late to warn them to leave the forests as Willie the Giant, the force responsible for the shake, arrived on the scene and pounded the waters of an nearby lake, washing many of them with ease. While Snow White and Sir Peter's friends managed to get into a safe ground, they realised that the stranger was gone, with Snow White wishing that he would be all right. At that moment, Littlefoot, Ariel, and their friends arrived on the scene (having been seperated from their friends), all at the same time Willie reaching up their positions. As Willie turned his attention to Littlefoot, attempting smack him, Petrie distracted him long enough for his friends to run away from. Thinking a plan, Ariel and Littlefooot used a vine and trippled the Willie when he was approaching. Fed up with Willie's rampage, Sir Peter stepped forward to challenge him. In spite of his efforts, he was still beaten back by the giant, forcing Smrgol to take his stead and challenge Willie himself. Though he put up a fight, Willie managed to stun him with his club. In a final attempt to stop him, Smrgol shoved Willie into a seemingly bottomless canyon, as he fell to his "demise". However, Smrgol also suffered from his injuries during the fight, collapsing in the process. As the heroes drew closer on him, Smrgol gave his final breath on Sir Peter, telling him that it was an honor to die in the face of great fanger. As Smrgol passed away, the heroes mourned his sacrifice before building up a memorial to bury him as tribute. Soon enough, they left, as they reassumed to their previous mission; to find Castle Grimhilde.

At the Forbidden Mountain's dungeons, Maleficent checked up on her new captives, including King Stefan, Queen Leah, Cinderella, Aurora (the latter three captured by Maleficent's forces in-between the events), Prince Philip, Teegra, Larn, and Kida (who reassumed her normal form after the Snow Queen's spell wore off) to make sure that they were still safely imprisoned. In Greece, Merlin arrived to Hercules' party, telling them they need to help the other heroes to break the heroes out of the Forbidden Mountain's dungeons and meet with the resistance on Mount Sinai. Although Hercules felt low due to his loss of strength, Merlin and his friends comforted him, saying that he was still not useless in battle. Encouraged by the support of his friends, Hercules, accompanied by Merlin and his companions, fled to Maleficent's stronghold to free the witch's captors. Elsewhere, Nemo, Irene, and Derek (who got separated from Garrett's team) were on their own, until Mama Odie stepped in and told them they need to head to the Forbidden Mountains to free some of their friends out, promising that she would aid them in their escape. Upon learning Odie's news, Nemo and his friends set forward to the mountain.

Sneaking up on the Forbidden Mountain, Nemo's crew managed to breach Maleficent's stronghold undetected, finding the prison cells of the heroes. As Nemo, Irene, and Derek freed Aurora, Cinderella, Kida, and Teegra, they were caught off guard by Maleficent's familiar, Diablo, who alerted the presented villains Zigzag, Lady Tremaine, Ommadon, the Snow Queen, Abis Mal and his bandit gang, and the goons to their positions. While Derek clashed with the goons, the others took the opportunity to free Larn, Prince Philip, King Stefan, and Queen Leah. Upon looking on Derek's losing match against Lady Tremaine, Irene and Turnip swinged down and kicked Tremaine's magic wand out of her hands. Defenseless, Tremaine ordered Abis Mal's thugs to stop the intruders, catching up on Nemo and Icarus. In spite of their efforts, Icarus managed to take down a thug himself, while Nemo overpowered two of them with a deserted sword. Though Abis Mal decided to stop them himself, he was caught by a firing arrow directed at him, sending him smashed on the castle wall. As both villains and heroes looked on, Darkwolf emerged on the mountain, having been informed about Larn and Teegra's imprisonment in Maleficent's stronghold. Assisting the heroes, Darkwolf's charge frightened Maleficent's goons, who ran away from the heroes' path. At that moment, Hercules, Merlin, Mama Odie, and their friends arrived to aid the heroes, accompanied by Flora, Fauna, Merryweather (who managed to escape due to Merlin's assistance). Angered, Zigzag called forward the dragon he once summoned during his fight with Mickey and his friends to deal with the heroes. Stepping forward, Prince Phillip challenged the beast, though he was driven back by the dragon's firebreath. As the heroes anxiously watched on, Kuzco spotted Zigzag and head-butted him, hoping that the wizard would lose control over the dragon. To his surprise, the dragon still continued to fight, ablazing the terrain surrounding Phillip. The prince ascended a higher ground to get a hold on the beast. When the dragon prepared to finish the young prince, the fairies blessed Phillip's sword with their magic, using it to hurl the weapon into the beast's chest, finally destroying it, much to Zigzag's dismay. At the same time, Cinderella was threatened by the Snow Queen, who made her move to kill her. Upon seeing Merlin's approach, the Snow Queen unleashed a blast at the wizard, causing Merlin's beard to grow out of control. She then accosted Cinderella, not before being stopped by Mama Odie's magic, who conjured plants at the Queen's feet. While the Snow Queen destroyed the flowers, she failed to notice Kida's assault, who took her staff and ran away with it. Still, the Queen had enough power to knock out the Atlantean princess. However, she was no match against Merlin, who summoned an icy whirlwind, capable of freezing anything, towards her direction. As the Queen attempted to escape through her sledge, the icy whirlwind caught up, eventually freezing her alive before she was heading out of the mountain. While the heroes escaped from the mountain, Maleficent emerged, having been alerted by the commotion. She shockingly looked on as the Snow Queen was frozen alive next to her tower, while the heroes exited the castle gates. As the heroes fled, Ommadon sicked the mountain's guardian; a gigantic ogre, to finish off the heroes. With most of the heroes terrified by its immense appearance and intimidation, Hercules stepped forward to challenge the ogre, despite Meg's claims not becoming involved. As the ogre faced off the demi-god, he managed to beat him up with his mace and bare fists alone, as the heroes horrifyingly looked on. As the beaten up hero was left hopeless, Phil encouraged him ti stand up. When the ogre grabbed Hercules, this time to finish him off, Hercules grabbed a flaming torch, blinding the giant. While distracted from the burn, Hercules took a length of rope and tied it around the ogre's legs, causing him to trip and fall off a cliff to his apparent demise. As the heroes departed, making new bonds in the process, Ommadon stewed in his anger for his failure to stop them.

On their way to stop Ratigan and Cat R. Waul, the League of Gentlemice met with Nicodemus, who had a special task for the rodent task-force, pointing out some heroes that will need their help, including Clara, Mulan, Jim, and Stitch. In order to give them a power boost, Nicodemus gave Mrs. Brisby a special talisman that would help her in difficult times when she would become overwhelmed by powerful forces. Thanking Nicodemus for his services, the League departed to find the heroes who would need help, though they promised that they would find a way to stop Ratigan and Waul. Approaching Hades in the Underworld, the Fates informed him about the existence of the Titans, ancient beings who had been sealed in the sea of Tartarus long ago. They also revealed that the Titans could only be freed when the planets aligned with Earth in an infrequent cosmic event, an action prophesied to be caused by the Drej. Eager to have some powerful minions to aid Maleficent and Mok, Hades set forward to find the Drej Queen in the outer space.

Elsewhere, Mok accelerated his progress on his super-computer, satisfied that he is nearly close to complete his goals. At that moment, the super-computer received a transmission from Mok's "mysterious friend" and collaborator, who hailed from another dimension. As Mok was pleased in speaking with him, the mysterious friend stated the progress of his plans. Mok explained that he managed to get Chernabog and his Legion of Darkness together, along with the Firebird, and it was only a matter of time before he would set in motion his grand scheme; to unleash a lesser demon to aid the Legion and Maleficent's forces and submit the heroes to real power. When the mysterious friend expressed some concern about Mok's persistence to accelerate, Mok revealed that he had a minor setback with Frollo, who blamed him for bringing Moses, as well as his association with Rameses. As Mok's friend estimated that some of his actions of combing worlds together resulted in his incapacity to know the outcome of his plan, Mok considered the judge as a threat, should he take action himself against him, and must be dealt personally. The mysterious friend then convinced Mok otherwise, demanding him, along with Maleficent, to stick to the plan so that both Frollo and the heroes would realise what they were dealing with, before ending his transmission.

At Castle Grimhilde, Ogthar reported his slow progress to Queen Grimhilde, explaining that some of the eggs Rhoga and Thudd captured were still intacted, blaming them for not handling them safely back to the castle. To get worse news, the remain hatched dinosaurs were killed by Simba and the Firebird during their confrontations or roamed freely at the savannahs, leaving them with a mere Deinonychus at their disposal, much to Hook's chagrin. However, Ogthar stated that there were still new predators to be hatched from dinosaur eggs according to his scanners, now included by the Giganotosaurus, the Allosaurus, the Albertosaurus, the Spinosaurus, and the Baryonyx. Though Grimhilde was not excited not to have a large army, she was pleased in having at least a few beasts at her side. Ogthar then demanded to his minions to find and collect more dinosaur eggs with Grimhilde's blessings, bestowing them with a new map of their location. He warned, however, not to damage any of them.

At the same time, in another part of the Queen's castle, the ACS stayed for rest after the Firebird's attack, though they seemed doing well with Grimhilde's alliance and Scar's forces. Just then McLeach decided to fix a meal by devouring some eggs, though he was stalked by Ozzy, who had set his sights on McLeach's meal. While McLeach wasn't paying attention, Ozzy sneaked up and took the eggs, though he was caught in the act by the poacher. As Ozzy left after McLeach warned him not to mess with him again, the poacher was left with no meal at hand.

Meanwhile, Ogthar accelerated on his progress, rebuilting some of the Strator robots, modeled after the appearance of dinosaurs. As the confused Hook questioned his progress, Ogthar explained that he is trying to make some additional robotic fighters with the use of the ruby sunstone, should his dinosaur army doesn't prove itself in battle. Upon being questioned by Lord Maliss about his knowledge and the tools of constructing dinosaur robots, he revealed that he got spare parts from another mechanic, who was constructing insect robots instead of dinosaurs. As Grimhilde stepped forward, she asked Ogthar to tell his story before he was sealed in his sarcophagus, as well as the origins of his Ruby Sunstone. Ogthar said that it was kind of a top secret, though he confessed it in order to get their trust. As Grimhilde's forces heard on, Ogthar revealed that the Ruby Sunstone was a term he came up with in order to avoid figuring out what it really was. To their astonishment, Ogthar told them that the "Ruby Sunstone" is none other than the fabled Philosopher's Stone; said to exist only in legends. However, Ogthar stated that he found the Philosopher's Stone hidden in a rock during his dinosaur research survey along with fellow researchers. Sicked of his job in gravedigging dinosaur remains, Ogthar decided to use the Stone to accelerate his own scientific research. Having heard of the Stone's abilities to offer the possessor with immortality and create life, Ogthar used the Stone to create life from two dinosaur remains in his lab, which became their henchmen, Rhoga and Thudd. Though Maliss was intrigued, he had yet to ask the reasons of being confound in the sarcophangus in the first place. Ogthar reminded him to wait a bit before he would reach that part of the story. As he continued, he explained that his scientists; (one of whom was Dr. Pretorious, who was a former partner of Ogthar, before he could make his own research on wounded animals), broke into his lab and accuse him of using the stone to create his abominations, something that was considered taboot to perform, telling him to stop. Unconvinced, Ogthar destroyed his lab, killing some of his partners, and fled to make use of the Stone somewhere else, this time testing it as a weapon. Due to its incredible abilities, other sorcerers and alchemists went after the Stone after becoming informed of its existence, including the Archmage Destane, who sent his apprentice, Mozenrath, to retrieve it. As Ogthar explained, he was blasted into a lava pit, though the Stone's abilities turned his suit into a well-protected armor, saving him from the lava flow. When Maliss pressured Ogthar to get to the point where he was sealed in the sarcophagus, Grimhilde silenced him up, allowing for Ogthar to finish. After many misadventures, Ogthar ended up in King Macbeth's castle in Scotland, where he would use the Stone to conquer the land. Unfortunately, he was underestimated by Macbeth, who ordered his men to imprison him in the sarcophangus, seize the Stone and cast it away so that no one finds it, until the day Hook's men managed to retrieved among the treasury they had plundered. When Grimhilde asked him if he knew the Stone's origins in the first place, Ogthar claimed that he didn't known anything and, pressumably, thought that the Stone was a product of a sorcerer hailing from another dimension and not of their own. Upon being questioned by Hook if there was a possiblity to create another Stone, Ogthar denied it, exclaiming that it was his last scientific research before he was locked up. Having heard of Ogthar's story, Maliss decided to leave the warrior in his business, while they would carry on Sinbad and Aladdin's execution. Unknown to Grimhilde's forces, Naveen eavesdropped on their discussion, who rushed to tell the news to Tiana and his friends.

The Fight Back
After nearly escaping the massacre caused by the Firebird, the Dogs and Cats noticed that Rowf and Snitter are missing. Danny, Sawyer, Jaun-Tom, Robespierrie, Mewsette, and Chanticleer volunteered to search after the missings dogs, leaving the Dogs and Cats to head to the Patch of Heaven ranch and the Mix Max Factory in order to free their friends. Near Professor Screweyes' Eccentric Circus, the elder Pinocchio and Clara found Louie and Cecilia lying on the fairground after their encounter with Sarousch. Learning that Rex and his gang were captured, Pinocchio and Clara decided to rescue their friends from the Coachman's forces.

Before heading to the Patch of Heaven, Dr. Greed, Slim and their crew acquired Spirit and the Patch of Heaven's cows from the Colonel, on Ratcliffe's orders, on the compromise to join them in overtaking the farm, though he would again reclaim it on the behalf of his benefactors. As he told Slim to meet him at the Patch of Heaven ranch, which it would be renamed Sector C once again, sending Spirit, Little Creek, and Buck as new hostages, the Colonel warned Dr. Greed to remain in his headquarters at the Mix Max Factory, deciding to ship the Patch's cows into a train to Ratcliffe's current position. Meanwhile at the Patch, Napoleon approached Wilbur, asking him about the whereabouts of the missing cows. Though Wilbur explained that he hasn't seen them for a while, Napoleon asserted that they might lead a mutiny on the farm, demanding a report, should he find them again. When Napoleon departed, Charlotte questioned Wilbur about his actions since he acted strangely towards the pig leader. Wilbur explained that Napoleon would might be into them, considering that he knew Napoleon's secret meetings with Waul, Claudandus, and Ratigan, and hoped that Maggie and her companions would arrive on time to help them on their critical situation. At that moment, the ACS, now joined by the Colonel, arrived to seize the farm for their own designs.

Elsewhere, Zurg, who doubted his acquaintance's loyalty for a while, contacted Tyler, telling him that he hasn't made progress for a while. He also asked him if he made any progress in finding the lost piece of the crystal. Although Tyler refused, Zurg explained that he already sent Gantu to retrieve it, believing that he managed to track it down, which he would give it to the warmonger. Contented, Tyler ended his transmission with the emperor. Lambert then reminded his boss about Schechter's progress in turning their victims to samples for his immortalitiy serum. Questioning Tyler's motives, as well as indicating the fact about capturing innocents, killing Rameses and Cortez, and joining forces with the Coachman's circus, and not searching for the piece of crystal himself, the warmonger explained that the effects of the immortality serum could last long enough for him to search the Holy Land. When Lambert revealed that Zurg might inspect his true motives, Tyler shut him down, remarking that should he would drink the "holy waters" of the Chamber of Immortality would be powerful to be reckoned with any force that can be reckoned with, including Zurg, Frollo, Mok, and Maleficent. Unbestknown to them, Maleficent's familiar Diablo had eavensdropped on their discussion, who rushed to his mistress' stronghold to reveal Tyler's plans, as the warmonger set off to his next destination.

Back at Sector C, the Colonel, who acquired Buck as his horse ride, discussed some layout plans with the ACS from Ratcliffe. During the proceedings, some of the Dogs and Cats sneaked on the ranch to rescue their friends. Buck, who was not contented with his new loyalty, threw the Colonel of his back as the others looked. In spite of his effort to calm the horse, Buck showed apathy to his threat, leaving the Colonel to force him to submission with a revolver. Seeing Buck threatened, Thomas O'Malley interfered, distracting the Colonel long enough for the Parisian alley cats to make their reveal, knocking out the Colonel's blacksmith Murphy in the process, while also rallying up the farm animals to rebel against their new operators. Dodger's gang also arrived to assist, taking out several of the Colonel's soldiers with ease. Spotting Little Creek tied to a pole, Rita freed him, allowing him to break Spirit out of his compound and get on his back. While Slim's bison Junior charged at Spirit's direction, the mustang knocked him off with a strong head-butt. While the break-out was occuring, Brer Fox left his cover to find some prey to catch. Spotting Tom and Jerry, Brer Fox ran into their direction with a sharpened axe, ready to kill them forcing the pair to flee. However, they ended up into the direction of Brer Bear, who threatened them with his club. In spite of his size, Tom stood up and tossed several discarded pool balls into his direction, only for Brer Bear to parry his shots, sending them back to Tom. As Brer Fox continued to chase Jerry, the mouse ascended a tree and put a beehive onto Fox's head while he was pursuing him. After enduring painful stings for a short time, Brer Fox uncovered the beehive and threw it at Brer Bear, but the bees inside the beehive attacked him as well. The two ran off with the bees in pursuit, driving them out of the ranch. Back on the ranch, Rico stepped forward to stop the animals' advances, shooting Boxer (the Patch's main enforcer) on his knees, badly injuring him. As he made his move to finish him, he failed to see the approach of Benjamin, a close friend of Boxer, who knocked him of his feet with a strong kick. Overpowered, Slim and Rico decided to retreat to Dr. Greed's headquarters at the Mix Max Factory, followed in hot-pursuit by Spirit, Little Creek, Buck, and the Dogs and Cats. While they were leaving the farm, Benjamin took care of Boxer's injury, not wanting to put his friend's life at stake.

Meanwhile at the Mix Max Factory, Dr. Greed's crew prepared to load the Patch's cows onto the train to Ratcliffe's position before they were interrupted by Francis, the remain Dogs and Cats, and their allies, who arrived just in time to save their friends. While the villains were caught off guard, the Fearless Four made their reveal as fearsome beasts, terrifying Dr. Greed and his goons, along with the Willie Brothers. While Mr. Wesley attempted to flee, Dr. Applecheek confronted Tramp and Lady, hitting the former with a whip while advancing to capture the latter. Seeing Lady threatened, Tramp came to her defense, knocking the scientist of his feet. Just then, Slim and Rico arrived to the factory to assist his remain allies, though the animal heroes also received reinforcements, as Spirit, Little Creek, Buck, Lucky Jack, and the remain Dogs and Cats rushed to aid the Dogs and Cats. Upon seeing them advancing towards them, Mr. Winkie called upon his own division of Weasel hitmen to thwart the intrunders. The Weasels tracked down Tom and tossed knives at him, though all of them missed in hitting them. Confronting Itchy, Mr. Winkie and a Weasel minion attempted to strike him, though Charlie Barkin managed to push him away, leaving the Weasel minion to pummel Winkie instead. Elsewhere, Pongo, Dodger, and Tramp overpowered Farmer Jones' buddies before they could put up a fight. As Dr. Greed rallied the Willie Brothers to fend off the heroes, the Fearless Four,  Francis, Tom stood up against the Brothers, besting them out in quick succession. Meanwhile, the Parisian alley cats dealt with Farmer Jones, who kept them at bay with his shot-gun. While being focused in killing Maggie, Jones was ambushed by Buck's assault, who pinned the farmer down. Frightened by their number and strenght, Jones and his buddies escaped while they still could. As Rico attempted to make a stand, he was driven back by Francis, allowing for Charlie Barkin to knock him of his feet. Beaten up, Rico was helpless as Spirit stomped on him, knocking him out. At the same time, Little Creek bested Mr. Wesle with a powerful kick. Spotting Tom, Alameda Slim knocked him off with an iron bar. However, he was taken by surprise by Jerry's intimidated scream, terrifying him of his wits. The rodent hero then continued to smash Slim's head with the tip of bin before pushing him away. Fed up by their antics, Slim pulled out a revolved, ready to shoot Spirit as he was charging at him. While Slim was focused on the mustang, Tom and Jerry managed to disarm him and distract him long enough for Spirit to knock the rustler into one of the factory's funnels with a powerful kick. Now alone, Dr. Greed drew his remote control, though he lost control over it as the Patch of Heaven's cows advanced. While trying to get a hold on the remote control, Dr. Greed's henchmen were busy dealing with the cows, along with the Dogs and Cats. As the unknown corporate manager was defeated by Grace's assault, the Manager put up a good fight with Dodger, though he was scratched by Oliver. In the confusion, the Fearless Four spotted the remote control and caught it before Dr. Greed could. As Greed, Winkie, and Slim looked in horror, the Fearless Four triggered the trap-doors, crumbling the floor beneath their feet, toppling Platini and Slim into an abyss world. As Dr. Greed and his henchmen attempted to escape from the wake of destruction, they were cornered into a dead end, leaving them to fall their doom. While spotting Dr. Greed's pet-snake, the Fearless Four let it share his master's fate, as they activated the remote control once again, titling the floor beneath the snake, sending it to its doom.

Meanwhile, in Africa, Simba and his allies, now included by Pooh and his friends, the Watership Down rabbits, Tod, Kenai, and Bambi tried to find a way to oppose their pursuers. Just then, the Great Owl appeared before them, informing them that some of their friends, including Faline, Kehaar, and Zazu, are being imprisoned at Scar's hideout on Pride Rock. While Simba and his allies headed off to rescue them, Bambi went off to find some additional help to aid them. Elsewhere, Littlefoot and his friends decided to rest for a bit, having been felt down after the villains' attacks. While reminding all of the previous events that led to his current state, Ariel and Cera comforted him, explaining that bad things sometines happen, but, as long as they stood up, there was still hope to find, especially when facing a lot of hardship together. Soon, Tiana, Naveen, Louis, and Ray arrived, telling them that Sinbad, along with his forced rival Aladdin, is about to be executed by Grimhilde's forces. After all the hardship she carried on with the pirate, Ariel convinced Littlefoot to help her freeing Sinbad from their clutches.

Without Tarzan as their head, Mowgli, Tantor, Terk, 26, Richard Tyler, and their companions were left to a deadlock, until they noticed Rhoga and Thudd carrying a cart full of dinosaur eggs. Eager to see where they were going, Mowgli and the others and decided to follow them. Meanwhile at Pride Rock, Scar left on a hunting spree with Zira and Shere Khan. While Banzai was excited to take over Pride Rock, Scar shut down his idea, shifting his position to Woundwort. While the hyenas were left unhappy, Woundort threatened them that he could kill them on the spot. While tamed under the beast, the hyenas still felt over the edge for the new management, especially for being placed below the food chain.

As Simba's team arrived at Pride Rock, they found out Scar's hyena army blocking their path. Needing a distraction, Simba tasked Hazel, and his friends to create a diversion to keep them out of the way. While the hyenas pursued the Watership Down warren rabbits, Simba told Pooh and his friends to assist them, should they become vulnernable to their attacks. As Simba, Tod, and Kenai headed further into Pride Rock's cove where the prisoners are hiding, they were found by Woundwort, who alerted his allies to stop the intruders. As Nuk, Yak, and Sumak their move to kill Rutt and Tuke, Zazu (who managed to escape from their clutches) distracted them long enough for Kenai to reveal himself before the trio, knock one of them with his bare paws, and frighten them with his mighty roar. Frightened by the ferocity of Kenai, the three wolves escaped, despite Niju ordering them to return and fight. In the distraction, Rinkus knocked out Zazu before confronting Timon and Pumba. Sadly for them, the two heroes managed to overpower them with ease, though they caught the attention of two of Woundwort's loyal rabbits, who pursued them. Although they lost them on their way, the rabbits tracked down Tod, instead, and chased after him, eventually catching him and beating him up. After witnessing Tod's lost fight, Pumba charged right into their direction, scattering the rabbits. Meanwhile, the Watership Down Warren rabbits, who managed to find Kehaar, were still followed by the hyenas, with Shenzi, Banzi, and Ed at their head. Wanting to stop their foes from following them, Big Wig ushered the rabbits to safety while he would dealt the hyenas alone. In spite of his efforts, Big Wig was badly injured by Shenzi's scratch. Fortunately for the rabbit, Kehaar, who managed to escape, interfered and fought the hyenas, allowing him to flee with the others, while Pooh and his friends followed after them. Meanwhile, Simba was confronted by Dil, who knocked him flat with a swing of his tail before continuing to smack the formation surrounding him. As Ichy attempted to escape from the falling stalactites, he was caught off guard by Koda, who pushed a falling stalactite to his direction, knocking him down. While Hazel, Pooh, and their friends managed to regroup at Simba's position, Dil, Ichy, and Woundwort advanced, ready to kill them on the spot. However, a demolition was triggered at the cross line between their ranks, toppling down a barrage of rocks atop Dil. As Simba found out, Panchito Pistoles was the cause of the demolition, having been brought up by Bambi to assist them. Before Woundwort would rally his allies, Simba's team retreated while they still could, much to the rabbit's dismay.

Meanwhile, at the seas near Germany, Hubie and Rocko tried to find Ariel and her friends, having been seperated since Grimhilde's forces drove them away. However, they soon run into the aggressive sperm whale Monstro.

Panchito Pistoles introduced Simba's team to his friends and decided to tag along with them to help with the siege at the queen's castle.

Hubie explains to Ariel about Rocko's sacrifice. The Pagemaster then arrives and informs them that their friends are alright and are heading toward the queen's castle for a jail break.

Silica, Stith, and Gune fixed Arthur, who was not cooperating really well.

In another part of the forest, the rest of the space crew ran into Grandmother Willow who told them about the upcoming siege. Colin, Dahlia, Julie, and Germaine headed off to help the other heroes, while the rest headed back to Marcus' base to save the Iron Giant.

Gantu found Hubie's pebble, aka the piece of Tyler's crystal.

Endgame
Sensing that the time of the Legion's uprising is nigh, Chernabog converges with his faction on the deepest and hellish layers of Bald Mountain to discuss a resolve to set their "Great Summoning" into motion, in which it would free Chernabog in the process from his imprisonment and unleash his influence upon Earth. While the Nightmare King was hesitant in the concept of the Summoning, to the point of suggesting to act on their own to free the arch-demon, the Emperor of the Night explained that the only way to make it happen was through Mok's latest scheme: to unleash one more lesser demon to aid the Legion in their conquest with the use of the voices from the purest heroines. However, the Emperor emphasized that some of the heroines Mok and his allies captured were freed from their captivity, furthermore elaborating the major losses the villains suffered and lost against the heroes in their previous encounters. Chernabog, on the other hand, gave no thought over their defeat, explaining that their loss led to usefulness for fueling his dark power. However, he insisted that they must keep a low status in their actions, fearing that some of the heroes, especially Moses, would stop them all for good. The Emperor told that it was a matter of time before Mok would bring some of the freed heroines to Bald Mountain, promising to an extent of twenty-four hours. Relieved, Chernabog addressed his allies to prepare themselves for the commencement of the ritual as he explained that the forces of good would be wiped out and that true hell would unleashed.

Meanwhile in Maleficent's castle at the Forbidden Mountain, Mok and Maleficent's assembled allies, including new arrivals Lord Maliss and Captain Hook (having been assimilated into Maleficent and Mok's inner circle after Queen Grimhilde's fall), Marcus Octavius, Scar, Shere Khan (the latter three acting as representatives on Mok and Maleficent's behalf), and Puppetino (officially abandoning the Coachman's services and joining Maleficent and Mok's alliance), gathered as Mok began to address his speech to the evil-doers of the land, telling them of their upcoming victory if everything goes according to plan. Though Jafar was unsure of Mok's scheme, mentioning the losses of the villains while at the same time commenting that the heroes had been assembled into a giant army serving the Royal Council, Hades insisted that he could use the Titans to even the odds against their number and get rid of them. Maleficent, on the other hand, questioned the reasons of Mok's persistence to keep his scheme in secret before they could meet him in the first place. Although Mok expressed regrets for not telling his plan earlier, he made it clear that the outcome of his plan would eventually lead to worthy results for every presented villain. In order to elaborate furthermore, Mok questioned Hades, as being the "Lord of the Dead", several choices that were considered worse than death itself. Amongst the answers Hades gave, Mok took the latest he offered, explaining that their desings to kill the heroes through sorcery, scientific research, letting their minions after them, or by other various means, are too obvious a choice, pointing the fact that death was not always the only option available to deal with the heroes. As he elaborated on his confirmation, Mok appended his verification with another fact. He told them that Chernabog and his Legion of Darkness were waiting for them to summon a lesser demon at Bald Mountain's power plant. He also told told them that the demon could grand access through a portal that would act as a gateway point to other places out of this world called "dimensions". Upon being questioned by Jafar about the substance of the mysterious "dimensions", Mok explained that they were other worlds, planets, and star systems, aside from the one they inhabited, where many mysterious and peculiar life-forms, both good and evil, exist. To demonstrate his confirmation, Mok showed to the assembled villains several recordings from his super-computer, originated from the other "dimensions", including the sadistic laugh of a maniacal shadowy entity, the sounds of extraterrestial life forms shouting commands of extermination to other beings they hated, and the growl of a mysterious and sinster alien being, horrifying most of the attending commitee. This led to confusion to some members, including Hades, who expressed the connection of the annihilation of the heroes with the portal to Bald Mountain's power plant. Mok then stated that they must summon the lesser demon so that would open up the portal. In doing so, the portal's effects would draw any person in three hundred feet distance, hurtling them to unknown parts of other dimensions. He also emphasized the fact that since the heroes were not acknowledged about the existence of other dimensions, they would believe that their friends and allies would be sent to their doom. To end his validation, Mok stated that a fate worse than death itself is to "be seperated from those you love and hold dearly to". While most of them were satisfied with Mok's plan, Jafar questioned the stasis in his progress. Mok then told them that the lesser demon could only be released with the voices from the purest heroines, in which some of them were captured earlier in the war until their escape. He pointed out that before the "Great Summoning", they must obtain two of the heroines for his collaborate plan. Eris promised to see to it, willingly assisting them in capturing the women before departing. Rasputin then brought forward news, as he mentioned the treacherous rogue criminal Tyler, who had been considered a great threat to Maleficent and Mok's alliance for a long time. To that end, Maleficent summoned Marcus into her throne room as the "Highlander" came up with a resolve. Using a deadly virus he was given by his chief scientists, Marcus would lead his army to the Holy Land, where Tyler was heading, and unleash the toxins of the virus on the region, killing any living force presented, including Tyler, before the warrior would obtain immortality for himself. As Mok approved of the idea, he ordered his allies to stay in the current positions as he addresses, as they had the extent of twenty-four hours to their advantage, before they could summon the Legion of Darkness. As he stated clear, some of them would hold the heroes on the outskirts of Bald Mountain, while others would secure the power plant on Bald Mountain preventing any hero in interfering before the Summoning, leaving with the remaining villains to deal with any hero that could oppose them. Taking account the orders, the villains left to their new positions assigned by Mok and Maleficent, leaving only the Mistress of Evil, the Occult Superstar, and the Lord of the Dead presented on the mountain. Maleficent demanded to Mok, as she pointed out to make sure that the scheme was going according to plan for his own sake, although Mok was confident enough to know that it would succeed. When Maleficent questioned his knowledge about the existence of the other "dimensions", Mok told her that it was his mysterious friend from an alternative dimension who helped him in researching that said subject, and they should thank him for providing the knowledge of granting them union, assemby, and communication with the other villain forces. He then departed to the power plant of Bald Mountain to finish some of the uncompleted designs before the Summoning was about to be commenced, leaving Hades and Maleficent alone to discuss. Hades questioned the very reasons to to trust him, to which Maleficent said that they didn't needed to it, though she claimed that he served as a resourceful ally against the heroes. However, to make sure things would go according to her will, Maleficent assigned Hades in executing Mok, should he give hints of betrayal during the Summoning. As Hades oblidged, he set forward to rally the Titans, setting them on course on Bald Mountain's power plant, as amongst the most powerful guardians to fight against the heroes. Maleficent also left her castle to meet with Mok on Bald Mountain and aid him in the time of the Summoning.

Deciding to strike at the Holy Land's stronghold, Tyler and Blackwolf led their armies on the planet in hopes of reaching the "holy waters" of the Chamber of Immortality, and stopping anyone who would interfer in their goals. Elsewhere, Emperor Zurg assembled his remain forces on Planet Z, including the Drej Queen, informing them about his goal to eliminate the R.L.S. Legacy and the Galactic Federation in one fell swoop. When Korso expressed some concern regarding about the losses Zurg and his allies would cause in the ensuing battle, Zurg silenced him off, demanding him to follow his orders. Sensing betrayal in his actions, Zurg had Warp Darkmatter, Scroop, and Preed to eliminate him at the right moment.

Returning to his stronghold in New York City, Marcus received reports from Kent Mansley and Shan Yu about his preparations on leading his army to the Holy Land's region. While he knew that working with Zurg to stop the Galactic Federation's forces was a priority, Marcus was focused in stopping Tyler, fearing for an opposition, should he become immortal and challenge the Highlander for the title of the best immortal warrior. He was also informed about Rourke's arrest by the Galactic Federation, as well as Helga Sinclair's desertion. Disappointed by the results, not to mention that desertion meaned death penalty under his jurisdiction, Marcus ordered his allies to execute her, should they encounter her again, with his allies carrying out the order.

Assembling his remain forces in Africa, Scar was concered about the capabilities of the Grand Duke of Owls and the Mouse King. That it was until Hunch arrived with news about the whereabouts of the Patch of Heaven's farm animals. Though the Grand Duke was reluctant in keeping his nephew under his wing, especially since his constant cheered nature annoyed him in the slightest, he eventually accepted him to serve their services, although he demanded that he would depose him from their ranks if he failed once again to stop the heroes. Already informed, Scar ordered Shenzi, Banzai, and Ed to assist the Grand Duke in tracking down the farm animals and their allies, as the hyenas followed them on their trails without question.

Abandoning officially the Horned King and Rothbart, Clavious and Zelda met with the hooden stranger at the Red Lobster Inn, as the man had already proposed them to join his faction of sorcerers which would oppose the heroes in the near future, as they were aware of Maleficent and the Horned King's decreased power. They were also joined by Madam Mim and Saruman, who had been revealed to have taken refuge under the stranger's wing after the battle on the fortress of Icepeak. As he gathered his forces, the stranger took his allies into their next destination, not before sending Mim on a special mission.