Disney Villains War

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

Number of Rounds so far:

war 1 -15 rounds

war 1 - 12 rounds

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Round 15:
 * 1) Fight for Earth (features Zurg, Xanatos, Shego, Puck, and Macbeth)
 * 2) Fight on Notre Dame (features Frollo, Frollo's Soldiers and Demona)
 * 3) Fight for the Underworld (features Dr. Facilier, Facilier Shadow, Shadows Demons, Hades, Maleficent (in her Dragon form), Queen Narissa (in the form of Hydra), The Fates, and The Witches of Morva)
 * 4) The Fight on Bald Mountain (features Chernabog, Demons and Ghosts of Chernabog, Alameda Slim, Zira, Zira's Lions , Vitani , the Ghost of Scar, Pete the Ghost of Christmas Future, Demona, the Queen of Hearts, The Card Soldiers , Odin, The Chaos Lord of Fire, Cerberus, the T-Rex, and Zeus)

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

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

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

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

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

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

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

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

Round 9:
 * 1) Prologue
 * 2) Echidna and her children vs. Frollo's forces (Featuring Echidna, Chimera, Ladon, The Cyclops, The Minotaur, The Gorgon Medusa, The Griffin (Disney Hercules), The Huntsman, The Huntsgirl, The Huntsclan, Mechanicles, Mechanicles's Lobster Robot, McLeach and Tublat)
 * 3) Morganians vs. Orgs (Featuring Necrolai, Koragg, Drake, Barbossa and John Silver)
 * 4) Pink Elephants vs. Heffalumps and Woozles
 * 5) Master Org vs. Horvath and Mesogog
 * 6) DNAmy vs. Quackerjack
 * 7) Interlude
 * 8) Bushroot and Liquidator vs. McTeague
 * 9) Vanitas vs. Rinzler
 * 10) Sorcerer's Society vs. Mirage's forces (Featuring Yzma, Kronk, Mozenrath, Xerxes, Ayam Aghoul, Mad Madam Mim, Mirage, Queen La, Chang, Bananas B., Hecate and Giant Crystalline Monster)
 * 11) Ursula vs. Maleficent (transformed into a new Dragon form)
 * 12) Dr. Facilier vs. the Witches of Morva vs. the Horned King

Round 10: Round 11:
 * 1) Prologue
 * 2) Dr. Facilier vs. The Evil Queen (also featuring: Evil Clowns, Ratcliffe, Wiggins, Prince John, Friends on the Other Side and Facilier's Shadow) (Cameo Villains: Prosecutor Cat and Crud)
 * 3) Koragg vs. Necrolai and Vanitas/Rinzler
 * 4) Don Karnage vs. The Carpi King
 * 5) DNAmy vs. The Collector
 * 6) Evil Manta vs. The Sorceress
 * 7) Taurus Bulba vs. The Pack
 * 8) Interlude
 * 9) Mesogog vs. Master Org and Onikage
 * 10) Jafar vs. Team Evil Agrabah (Feat. Evil Aladdin, Evil Jasmine, Evil Sultan)
 * 11) Count Dooku vs. Animatronic Hook
 * 12) Macbeth vs. Horace, Jasper, and McTeague
 * 13) The Horned King and Lady Tremaine vs. The Sorcerer's Society (Featuring Yzma, Mozenrath, Xerxes, Ayam Aghoul, Mad Madam Mim, Creeper, The Horned King's men and Drizella Tremaine) (Cameo Illusion Villain: Maleficent)
 * 1) Battle on the Keyblade Graveyard [Featuring: The Mad Doctor, Doctor Calico, Doctor Calico's Super Advanced Army, Hopper, Hopper's Grasshoppers, Thumper, (Possibly: Molt), (Possibly: Axel and Loco), Count Dooku, Separatist Droid Army, Master Xehanort and the Carnotaurs]
 * 2) Battle for Atlantica [Featuring: Marina Del Ray, Marina Del Ray's Eels, Saleen, Emperor Sharga, The Sharkanians, Evil Manta, Evil Monster (The Little Mermaid) and Ursula]
 * 3) Battle for Agrabah (Featuring: Prince Phobos, Cedric, Gargoyle, Prince Phobos' forces, Evil Jasmine, Haroud Hazi Been, Abis Mal, Jafar and Jafar's Dark Horsemen)
 * 4) Battle for New York [Featuring: Khan, Don Carnage, The Fearsome Five (Quackerjack, Bushroot, The Liquidator and Megavolt), Thailog, Coldstone, Cruella, Doctor Drakken, The Pack, Coyote, 2nd Dimension Doofenschmirtz, Macbeth and Xanatos]
 * 5) Battle for Nottingham [Featuring: Frollo, Frollo's Soldiers, Gaston's Angry Mob, LeFou, Captain Staquait, Captain Staquait's Soldiers, Mechanicles, Mechanicles' Centipede Robot, McLeach, The Huntsman, The Huntsgirl, The Huntsclan, Maleficent, Pete, Shan Yu, The Hun Army, Captain Hook, Captain Hook's Pirates, Mr. Smee, Ratcliffe, Wiggins, Ratcliffe's Army, Duke Igthorn, (Possibly: Toadwart), The Ogres, Sarousch and The Cauldron Born]

Round 12
 * 1) Frollo vs. Captain Hook and Maleficent vs. Prince John and Evil Queen (also featuring: The Sheriff of Nottingham and Prince John's Army)
 * 2) Zurg vs. Xehanort vs. Mad Doctor (also featuring: Riku)
 * 3) Xanatos vs. 2nd Dimension Doofehsmirtz
 * 4) Prince Phobos vs. Jafar (also featuring: Cedric and Prince Phobos's forces)
 * 5) Huntsman and El Captain vs. Lady Tremaine and Mozenrath (also featuring: The Huntsgirl, Mamluks and the newly born Huntsclan)
 * 6) Morgana le Fay vs. Master Org (also featuring: Horvarth)
 * 7) Zurg vs. Cruella
 * 8) Dr Facilier and Narissa (in the form of Dragon Zang) vs. Mirage (also featuring Giant Crystalline Monster, Amal, El Katib (Shadow Walker), Friends on the Other Side and Hades)

Third War
Round 1:
 * 1) Prologue
 * 2) Hades vs. Spellican
 * 3) Doofenshirtz vs. Evil Buzz
 * 4) The Queen of Hearts vs. Cora
 * 5) Horvath and Captain Hook vs. Tire Org
 * 6) Interlude
 * 7) Asajj Ventress vs. Dr. Calico
 * 8) Nerissa vs. The Mukhtar
 * 9) The Master Org vs. The Ten Terrors
 * 10) Zurg vs. Agent Grizlikoff
 * 11) Narissa (in the form of the Mechanical Dragon ) vs. Archmage X

Round 2: Round 3: Round 4: Round 5:
 * 1) Prologue
 * 2) Evanora vs. The Nome King
 * 3) Frost vs. The Huntsman
 * 4) Rumplestiltskin vs. Ian Mercer
 * 5) Pete vs. Shan Yu
 * 6) Xemnas vs. The Mad Doctor Experiments (Featuring The Experiment and The Blotworx Dragon)
 * 7) Nos4a2 vs. Mandarin
 * 8) Tex Richman vs. Cruella De Ville (also featuring: Uncle Deadly and Bobo the Bear)
 * 9) The Weird Sisters vs. Fury
 * 10) Darth Vader vs.  The Galactic Leader (also featuring: Stormtroopers)
 * 11) Epilogue
 * 1) Prologue
 * 2) Judge Doom vs. Dr. Claw and RoboGadget
 * 3) Fat Cat vs. Reggie
 * 4) Don Carnage vs. Thailog
 * 5) Skeleton King vs. Warhok and Warmonga
 * 6) Interlude
 * 7) Magma vs. Retinaxe
 * 8) Mad Doctor vs. King Candy
 * 9) Ratcliffe and Staquit vs. Mechanicles
 * 10) Riku vs. Savage Opress
 * 11) Epilogue
 * 1) Prologue
 * 2) Dr Facilier vs. The Banshee
 * 3) Syndrome vs. Hondo Ohnaka
 * 4) Morticon vs. Talhajus and Martians
 * 5) Mad Madam Mim vs. Rokoff
 * 6) Nemesis vs. Megavolt
 * 7) Interlude
 * 8) Frollo vs. General Tesler
 * 9) Captain Hook and Maleficent vs. Blackbeard and Angelica
 * 10) Macbeth vs. Etheral
 * 11) Ringmaster vs. The Circus Of Ooze
 * 12) Zurg vs. Dragaunus
 * 13) Epilogue
 * 1) Prologue
 * 2) The Forces of Pete vs 999 Happy Haunts
 * 3) Regina Mills vs Horvath
 * 4) Pain and Panic vs Gaston
 * 5) Davy Jones vs Jolly Roger
 * 6) Duke Igthorn vs the Gnomes
 * 7) Serpentina vs Kalabar
 * 8) Carl the Evil Cockroach Wizard vs Dark Lord Chuckles the Silly Piggy
 * 9) Epilogue

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Gods and Monsters
Exploring the CGI universe, Jafar found himself in the Wasteland, a realm obliterated by Chernabog's ancient reign of terror. Within Dark Beauty Castle, Jafar stumbled upon the Mad Doctor, who had rebuilt his human visage after his defeat in the last war and who had allied with the dark entity known as the Shadow Blot. Angered by Jafar's intrusion, the Blot attacked him but was no match for the sorcerer's genie powers, with Jafar using his magic to blast the demon to pieces. Impressed by this show of power, the Mad Doctor decided to become Jafar's faithful servant.

Tasked by Xemnas with taking Castle Oblivion back from Maleficent, Saix assembled a strike force consisting of the fiery Axel, the wind-controlling Xaldin, and the scientist Vexen. At the same time, Maleficent had taken in Riku, promising to return him to his lost home if he aided her in the war with the Organization. The pair were ambushed by Vexen, and Maleficent commanded Riku to strike him down. Vexen managed to ward off Riku's sword attacks with his shield, but Maleficent used her magic to bring out Riku's dark nature, making him more powerful. Riku knocked the Nobody to his feet with a dark energy blast, and Maleficent finished him off, taking his power for her own. Unknown to Maleficent, her darkness had awakened something sinister within the youth...

Deciding the time had come to destroy Frollo once and for all, Hades assembled Echidna's most fearsome children for an attack on Paris: a gigantic boar, the four-armed ape-like Gegenius, a savage wolf, and another Backson. As Frollo was adressing his men, the monsters attacked. The Huntsman immediately struck down the charging boar, only for the other three beasts to storm the city. The Huntsman knocked Gegenius off his feet, allowing Denahi to impale the giant with a spear. As the Backson made to attack the Huntsgirl, she swept its legs out from under it, knocking the fiend into a pit. The wolf assaulted Staquit and his Foreign Legionnaires, killing many of them, but as it moved in to finish off Staquit himself, he threw his saber through the wolf's head, slaying it. Livid, Hades was forced to retreat, taking his anger out on Pain and Panic.

Summoned by Maleficent to Castle Oblivion, Pete was ambushed outside the Castle by Axel. Pete tried to intimidate the flame-wielding Nobody, but Axel was having none of it and knocked Pete to the ground with his flaming chakrums. Recognizing he was in over his head, Pete used some magic leant to him by Maleficent to summon the Ice Titan. Pushing his power to its limits, Axel managed to fell the Titan. Axel left to recover his strength, and Pete, stunned by the Nobody's power, rushed to Maleficent's side.

With almost all of his magic drained by his death and resurrection in the Live-Action universe, Dr. Facilier infiltrated Davy Jones' ship the Flying Dutchman in search of a way to restore his power. Discovered by Jones and his crew, Facilier called upon Narissa to save him. While Narissa distracted Jones, Facilier shot the Lord of the Sea in the back with a cannon, but the immortal Jones shrugged it off as if it was nothing. Fortunately, Facilier managed to uncover Jones' disembodied heart and Narissa plunged her sword into it. Dying, Jones stumbled off his ship into the raging waters below.

Arriving at Castle Oblivion after their own missions, Shan Yu and Captain Hook were confronted by Lexaeus, perhaps the mightiest member of the Organization in terms of raw strength. With one blast of energy, Lexaeus knocked Shan Yu and Hook to the turf, threatening to tear them apart. Getting back on their feet, Maleficent's two warriors faced down Lexaeus, but the hulking champion summoned several lesser Nobodies to attack Hook, leaving him to battle Shan Yu. Engaging in a short battle, the Hun managed to strike a mortal blow to Lexaeus, laughing as his opponent faded into the darkness.

With nothing meaningful coming from his privateer service and with his destined time of death fast approaching, Blackbeard resigned his post and left Cutler Beckett to find the legendary Fountain of Youth. Not taking this well, Beckett pursued the pirate on his flagship, the Endeavour. Catching up to the Queen Anne's Revenge off the coast of Florida, Beckett ordered his men to attack Blackbeard, who turned to confront his former employer. Unfortunately for Beckett, the Pirate all Pirates Fear had a deadly surprise in store. The Queen Anne's Revenge blasted Beckett's flagship with Greek Fire launchers hidden in the bow, igniting the powder magazine and destroying the Endeavour. In shock, Beckett did nothing as the flames engulfed his body.

With her forces finally assembled and the first wave of the Organization's assault halted, Maleficent called three more fallen veterans of the first war into her service: Ursula, Clayton, and Scar. With these reinforcements, Maleficent finally felt ready to meet the Organization's threat with an army of her own.

As Facilier and Narissa argued over Facilier's ill-advised attack on the Flying Dutchman, they were met by the con artist Hoagy, who had been serving as Facilier's accomplice since his resurrection. While Facilier was battling Jones, Hoagy had managed to steal a powerful book of spells from Maxim Horvath, leader of the Morganian sect of sorcerers. Excited by this development but knowing Horvath would not let them have the tome for long, the pair welcomed Hoagy into their alliance and prepared for battle while extracting the book's secrets.

Raging in the Underworld, Hades was approached by Mirage, who had been observing the events of the first war and now saw an opportunity to strike. The dark goddess offered Hades a means to bring Frollo down in a way Echidna could not, an offer that Hades gleefully accepted.

In the Castle that Never Was, Xigbar, the Organization's top spy, informed Xemnas of Maleficent's latest recruits. Xemnas ordered Xigbar to put a stop to the sorceress' plots once and for all. Meanwhile, the MCP downloaded himself and Sark into counterparts in the Live-Action universe to better monitor threats to its domination, being welcomed by the sinister program CLU 2.

On top of his Castle, Xemnas began putting the finishing touches on something called Kingdom Hearts, which he hoped would win him the war...

The War for Cyberspace
With the Organization quickly losing members and Maleficent's forces growing, Xemnas ordered Zexion, youngest member of the Organization, to subvert Riku, who he saw as the weakest link in Maleficent's alliance. Zexion tried to sow doubt in Riku's mind, telling him Maleficent only saw him as a pawn and had no intentions of restoring his home. Not waiting for Riku to make up his mind, Pete knocked the young boy away and confronted Zexion himself, hoping to regain the prestige lost with the destruction of the Ice Titan. Zexion managed to fight off Pete's Heartless minions, throwing one of them into Pete's face, but Riku recovered, transformed into his dark form, and slashed Zexion across the chest. Badly wounded, Zexion teleported away while Pete stared in shock at the change that had come over Riku.

Having finally located Hoagy, Maxim Horvath teleported in in a swarm of insects to make an example of the con artist for betraying him and stealing his magic tome. Dr. Facilier came to Hoagy's aid, using the spellbook against its former owner, throwing him into the ceiling. Retrieving his staff, Horvath retaliated by blasting Facilier and Hoagy with a magic blast before summoning a cloud of fire to engulf the witch doctor's headquarters. Recovering, Facilier and Hoagy took no chances, using the spellbook together to toss away Horvath, who teleported away to muster a stronger force against the two.

Out inspecting more territory for Maleficent, Scar found himself in a familiar situation when Xigbar confronted the lion to remove him from Maleficent's alliance. Refusing to run away this time, Scar confronted his enemy face to face. Unimpressed with the lion's show of force, Xigbar summoned his laser rifles and shot Scar as he attempted to pounce on him, sending Scar tumbling off a cliff to his death.

In the Live-Action dimension, CLU refused to bow to the MCP's authority, having grown used to ruling cyberspace on his own. To punish him, the MCP had Sark imprison CLU on the Game Grid, where he would be forced to compete for his life in a game of light-cycles. The experienced CLU began taking down the other racers, concerning Sark that he might actually win. Sark resorted to cheating, reprogramming the Grid to force CLU to crash, knocking him from his vehicle. Defiant to the last, CLU taunted Sark as he was de-rezzed, removing his threat.

With Zexion's mission a failure and Xigbar's a success, the Organization's sole female member Larxene set out to eliminate another of Maleficent's recent recruits, Ursula. Larxene found her quarry in a seaside community in the form of Vanessa, trying to seduce a prince into giving Maleficent his kingdom. Eager to cause trouble, Larxene used her electrical daggers to blast away the amulet that gave Ursula her powers, forcing her into her true form. Using this realm's counterpart of the Trident of Triton, Ursula grew into a giant, although Larxene criticized this tactic. Ursula managed to hold her own for a while, keeping her opponent at a distance with the Trident, but Larxene finally got in a lethal blow, blasting the sea witch through the stomach. Watching Ursula sink below the waters,  Larxene teleported away, another Organization mission successful.

With Zurg gaining more territory, Xemnas' eyes fell upon the warlord. Knowing he could not fight a war on two fronts, Xemnas sought to dispose of Zurg indirectly by reprogramming his pilot AUTO to turn against his master. Learning of his computer's treachery, Zurg moved in to dispose of AUTO, but it summoned drones to defend it. Zurg responded by calling in his Hornet robots, only for AUTO to dispose of them with a laser grid. Attacking Zurg directly, AUTO managed to knock Zurg into an exhaust shaft before taking control of his fleet.

Learning of Maleficent's presence in this new realm, Jafar had the Mad Doctor create a clone of himself to strike against his former master and test her power in the new dimension. Outside Castle Oblivion, Maleficent was confronted by the clone, who managed to use powerful magic to injure her. However, the Mistress of All Evil would never fall before this trick and finally managed to blast Jafar's clone into nothingness. Now knowing that Jafar had returned, Malefecent vowed to make him pay for his arrogance.

Assembling in Castle Oblivion after holding back the latest wave of the Organization's attacks, Pete, Riku, and Captain Hook told Maleficient of their recent losses and the potential threat posed by Kingdom Hearts. Unfazed by the deaths of allies she considered mere pawns, Maleficent was intrigued by the Organization's ace and vowed to make Kingdom Hearts her own.

Meanwhile, Narissa, Facilier, and Hoagy were approached by the reptillian creature called Mesogog, who introduced himself as another enemy of Horvath who was impressed by their success over his adversary. The sorceress and witch doctor were wary of their visitor, sensing that he used the same magic as Horvath, but he had an excellent barganing chip: a means to return them to their own universe.

On a scouting mission for Maleficent, Clayton stumbled upon the aging adventurer Charles F. Muntz. Curious about Clayton's mistress and eager to reclaim the glories of his youth, Muntz pledged his loyalty to Maleficent and offered the services of his flying ace dogs.

Back in the animated universe, Hades and Mirage united to depose the recently restored Sultan of Agrabah, hoping to turn Frollo's eyes away from their plots and towards the fall of another world power. Meanwhile, in the Organization's stronghold in the World that Never Was, Xemnas put the finishing touches on Kingdom Hearts and told Saix to end the threat posed by Maleficent once and for all, bringing their full resources to bear.

Across three seperate universes, the battle lines were drawn and a second major conflict was coming to an epic climax...

A War on Two Fronts
Deciding to take the offensive against the Organization, Maleficent found their headquarters in the dark World that Never Was. She mobilized a team consisting of Riku, Captain Hook, Shan Yu, Clayton, and Pete to attack the World, leaving nothing to chance. Xemnas and the surviving members of the Organization approached her and called on her to surrender, but Maleficent was not open to negotiations. As Shan Yu charged into the fray, attacking the Organization's Heartless minions, Xigbar opened with a volley of lasers, destroying many of Maleficent's own Heartless. Axel stepped in and beat down Shan Yu, only for Malficent to blast him with a wave of dark magic that he only barely managed to block. As Maleficent left to see to matters elsewhere, Pete punched out Axel before following his mistress, leaving a Storm Rider Heartless behind to fight for him. Axel teleported away before the Storm Rider could attack him. Luxord rode in on a ship he had commandeered, planning on shooting Captain Hook with its cannons. Fortunately for the captain, the Storm Rider took the broadside. Shot out of the air, its body faded into darkness as it hit the ground. Seeking vengeance for his near-death, Hook lept onto the ship and attacked Luxord, slaying the gambler with a slash from his rapier. Saix came to Luxord's aid, summoning a Grim Reaper Heartless to avenge his fallen comrade. With a single swipe of its axe, the Grim Reaper knocked Hook into the drink. Soon after, Riku destroyed the Heartless with a dark fireball before leaving to find Maleficent. Pete, finding himself in Xigbar's sights, summoned Clayton to his aid. The two gunmen fired at the same time, each wounding the other. However, it was Clayton who had struck the fatal blow, and Xigbar faded into darkness, joining Luxord as the next Organization member to fall. Suddenly, the battle was interrupted by Jafar, who had come to strike against Maleficent while she was distracted. Clayton called in a Stealth Sneak Heartless to aid him against the sorcerer, but was also confronted by Saix and Xaldin. As Clayton prepared to fire on them, Jafar struck down the Stealth Sneak with his magic. The immense Heartless' body fell on Clayton, crushing him to death underneath. With his ally dead, Pete backed away as the Mad Doctor came in to back up Jafar. The Doctor activated a mechanical guardian which attacked Pete with a chainsaw, taking him out of the fight. Having had enough of this distraction, Saix demolished the guardian with a single strike of his claymore. Seeing the tides had turned, the Doctor escaped through a trapdoor. Shan Yu finally recovered and struck Saix from behind, finally killing the Organization's second-in-command.

In the skies high above the World that Never Was, Charles Muntz arrived in his zeppelin to provide Maleficent with air support. Several lesser Nobodies came to attack him, but he shot them down with his rifle. As more Nobodies clashed with Muntz' dogs, Muntz was horrified as he witnessed Jafar once again transform into his genie form. Muntz deployed his dogs to deal with this threat, but they were nothing before Jafar's cosmic powers. Muntz stepped in to take Jafar down himself, but found his way barred by Xaldin. The Nobody summoned his lances and slashed away at the ropes holding up the platform Muntz was on, causing him to plummet to his death. Xaldin then stepped in to finish what the adventurer had started, revealing that he had taken Jafar's lamp and imprisoned the genie within it.

Having penetrated the Organization's stronghold, Maleficent and Riku confronted Xemnas atop his citadel. Xemnas tried to sway Riku away from Maleficent's side, telling him that only darkness awaited him down the road he was heading. To prove this, Xemnas transported the pair to an illusionary world where Riku's old friend Sora appeared. At first surprised to see his friend, Riku was startled when Sora attacked him, saying that he was only a creature of darkness now, one that deserved to be destroyed. As Maleficent tried to come to Riku's aid, she was attacked by Larxene, who seriously wounded the sorceress. As Riku collapsed under Sora's assault, he blasted him with a wave of darkness, knocking him back. As he prepared to strike again however, he was shot with a blast of light energy, knocking him out. Larxene tossed Riku's unconscious body away and prepared to duel Maleficent, again stabbing her and forcing her to retreat. As Riku regained his senses, he fled as well.

As Riku ran down the citadel's halls, he was confronted by the same robed figure who had given Maleficent the ability to control the Heartless. The figure told Riku that his doubts had weakened him sufficiently to allow Sora and Larxene to beat him, but that he could defeat them if he opened himself fully to the darkness, embracing it and becoming darkness incarnate...

Meanwhile, in the Live-Action Universe, Mesogog, Facilier, Narissa, and Hoagy prepared themselves for a confrontation with the MCP, who Mesogog claimed held the secrets for dimensional travel. Hacking into the MCP's systems, Mesogog was able to transform his allies into digital energy, allowing them to travel inside the computer and confront the MCP face-to-face. The first obstacle in their path was Sark, who attacked them with his datadisk, forcing them back. However, Narissa used her magic to deflect one of Sark's attacks back at him, badly wounding the program commander and seemingly destroying him. Their victory was short-lived, as the MCP reinforced Sark's data, reviving him and transforming him into a giant. Narissa responded by transforming into a dragon. Crashing through the side of the MCP's chamber, Narissa drew Sark after her as Facilier and Hoagy used Horvath's spellbook to shut down the MCP itself. As the MCP lost power, Sark collapsed, powerless without his master. As Narissa roared in victory, Mesogog returned the group to the physical world.

As Xemnas prepared to use Kingdom Hearts to wipe out Maleficent and her forces, he saw the sorceress, still badly wounded and on the brink of death. As things looked hopeless, Riku teleported in wielding, to Xemnas' surprise, a keyblade. Riku used this powerful weapon to "unlock" Maleficent's heart, unleashing her full dark potential. So empowered, Maleficent transformed into her dragon form, assaulting Xemnas and forcing him to retreat. Sora came to Xemnas' defense, unleashing a massive burst of light that struck Maleficent down. However, Riku used his keyblade to reveal "Sora" for his true self, Zexion. As Maleficent recovered, Riku picked Zexion up and absorbed his power, killing him. Xemnas returned, unleashing the full power of Kingdom Hearts and transforming into a more powerful white-robed form. As Riku prepared to strike him, Xemnas struck first with a blast of energy, apparently slaying the youth. Maleficent moved in to avenge her pawn, but Xemnas easily disposed of her as well. Just as it appeared Xemnas had finally won, a figure stepped from the shadows: Ansem, Seeker of Darkness, the true master of the Heartless. Ansem revealed that he had used both Maleficent and Riku to get close to Xemnas and remove his defenses in order to slay the Head of the Organization himself for his own reasons. Nobody and Heartless clashed in an epic battle, evenly matched, but Ansem eventually managed to strike a mortal blow against his adversary. As Xemnas disintegrated into darkness, Shan Yu, Captain Hook, and Pete arrived looking for Maleficent. Ansem thanked them for their unwitting service, restoring their dark mistress to life. Before any of them could react, Ansem accessed Kingdom Hearts' power and a blinding light washed over all those present.

When the light subsided, Maleficent and her generals found themselves back in Forbidden Mountain in the Animated Universe. Meanwhile, in England, Horace and Jasper were released from prison on the orders of Cruella de Ville, who sought to return them to her service. Another crimeboss, Taurus Bulba, met with his colleague Mr. Khan (apparently unrelated to the other tiger with the same name) to plan a takeover of the criminal underworld, in shambles after the arrest of Xanatos. To this end, Khan ordered one of his men to contact the notorious pirate Don Karnage and secure his services.

In Agrabah, the bandit Abis Mal declared himself sultan, believing Jafar safely dead. He was watched by Lord Cedric, the right-hand man of another equally dangerous sorcerer who had his own designs for Agrabah. In the Live-Action Universe, Mesogog met with his fellow Morganians, including the vampire queen Necrolai, the Chinese sorcerer Sun Lok, the British stage magician Drake Stone, and the knight Koragg. With these allies, Mesogog plotted to return their dark mistress Morgana le Fay to life and rule the world.

In Macbeth's castle in Scotland, Duke Igthorn, Prince John, Governor Ratcliffe, and other enemies of the French Empire languished in prison under the watchful eye of Macbeth, Frollo's new puppet-king of England. Back in the CGI Universe, Ansem emerged from Kingdom Hearts and summoned forth the masked warrior Vanitas, who seemed to have some history with the Lord of the Heartless. Meanwhile, Mesogog made good on his promise and returned Narissa and Facilier to the Animated Universe, taking Hoagy with them. Facilier found himself in Queen Grimhilde's old castle, where he was stunned to find the Queen herself alive and well, having hidden away after her apparent death in the first war. Seeing a potential ally, Facilier used his magic to restore Grimhilde's beauty and undo Tremaine's old curse. Little did he know that he was being watched by Hades, who burned with fury at seeing the return of his old enemy.

The Great Escape
Upset that her disappearance had not changed much in the course of the first war and believing that the world had forgotten her true power, the vain Queen Grimhilde tasked Doctor Facilier with once again contacting Frollo and securing his services. As Hades watched Facilier's movements and plotted his revenge on his escapee, the shark-man Tiburon snuck into the underworld through the River Styx and used Hades' distraction as a chance to snatch the Trident for his own.

Traveling to Paris, Facilier again tried to barter with Frollo, who was disturbed by his old ally's return from the dead. However, with Esmeralda now his, Frollo had nothing more to gain from Facilier and cast him out, vowing to destroy him if he ever tried to blackmail him again. Meanwhile, in Atlantica, the former advisor to King Triton named Marina del Ray declared herself queen, with Ursula and Morgana either dead or missing. When Facilier reported back to Grimhilde, she vowed vengeance on Frollo for angering her and swore to bring her full wrath to bear on France. Facilier promised to aid her, plotting to use his voodoo to strike Frollo where it hurt most.

Beneath the waves, Tiburon reported to his employers, the Sharkanian race. Old enemies of Atlantica, they asked Tiburon to attack the kingdom with the power of the Trident. Tiburon stormed the capital city, easily overcoming Marina's soldiers. However, Marina herself stepped into the fray and caught Tiburon off-guard, swinging a giant fishhook into the shark-man. The blow knocked him out, and the Trident fell from his clutches, lost once again in the heat of battle.

Having become the new sultan of Agrabah, Abis Mal ordered his men to plunder the city of its riches. However, he was then approached by Prince Phobos, crown prince of Meridian and a powerful wizard, who demanded Mal turn the city over to him as a base for his army. Mal refused, believing he had strength in numbers, and Phobos transformed his minion Cedric into a giant serpent-man. Mal promptly ordered his men to attack Cedric. Before Mal's thugs could do anything, Cedric knocked barrels into them, taking them out of the fight. One of the thieves quickly counterattacked and slashed Cedric with his sword. As Abis Mal's men closed in for another attack, Cedric beat the thieves into submission. Enraged, Abis Mal attempted to take on Phobos himself, but Phobos knocked him down with a telekinetic attack. Before Abis Mal could recover, Cedric charged him and sent him flying and knocked him into his minions, leaving them dazed and disoriented. Phobos then used his magic to bring Agrabah under his control, turning it into a demonic citadel. Seeing that they had no chance of winning, Abis Mal and his thieves fled the city as Phobos claimed it for himself.

Having been asked to eradicate the remains of the Organization, Vanitas soon spotted Xaldin, one of the few survivors of the battle for the World That Never Was. The former member had a trick up his sleeve in the form of a powerful Twilight Thorn Nobody. Vanitas, in turn, summoned two Darkside Heartless. The Twilight Thorn managed to overpower and destroy one, but the other proved more difficult to best. Vanitas took on Xaldin himself, pitting the power of his Keyblade aganist Xaldin's lances. Despite Xaldin's efforts, Vanitas managed to overpower him and then swiftly killed Xaldin with a blast from his Keyblade. Meanwhile, the Darkside managed to overcome the Twilight Thorn, killing it with a single blow. With all of his enemies dead, Vanitas departed.

Thinking that Doofenschmirtz Evil Inc. was empty after its owner seemingly perished in the first war, the mad inventor Norton Nimnul wanted to make the place his own. However, he was surprised to encounter Doofenschmirtz himself, who had narrowly escaped the explosion that killed the Phantom Blot. Deciding to take the building by force, Nimnul called in his robotic dogs to dispose of the other scientist. However, Doofenscmirtz activated robotic hands that smashed one of the dogs and mashed the other one into the shape of a ball. Nimnul attempted to get one of his surviving dogs to continue fighting, but Doofenschmirtz fired a mounted laser beam at the dog that brought it under his control. The dog then turned on Nimnul and tore him apart.

Deciding to liberate Frollo's enemies and secure their services, Grimhilde assaulted Macbeth's Scottish castle. Unfortunately for Macbeth, his forces were outnumbered by those of the Queen's as her forces began a siege on the castle with catapults. Despite his efforts, Macbeth's forces were overwhelmed by the Queen's as they stormed the castle and helped the prisoners escape. Prince John managed to break out of the prison as the Headless Horseman attacked Macbeth's guards. Prince John's forces, who had also been broken out, joined the fight aganist Macbeth as the Queen watched over the battle. Meanwhile, Duke Igthorn also broke out of his cell as the Sheriff of Nottingham set fire to the castle. Macbeth managed to escape with his wife by sneaking out through a drainage duct as Prince John mocked him and swore vengeance.

Starting to enjoy the war, Mirage decided to send out another creature aganist two of Frollo's men. She sent a large bear aganist Denahi and Atka, having prepared it especially for this task. Denahi and Atka encountered the beast in the French mountains, and set to work slaying the bear. The fearsome animal proved more than capable of overpowering the hunters one on one, but they continued to attack from both sides, starting to wear it down. Finally, while Denahi distracted the bear, Atka tackled it from behind and pushed it over a cliff. However, as the bear fell to its death, it reverted to its true form: Kenai, Denahi's brother. The two were horrified to learn the true identity of the bear they had killed while Mirage laughed in delight from her lair.

Needing new airplanes for his job with Mr. Khan, the sky pirate mercenary Don Karnage tried to purchase several from a dealer named Ben Buzzard. However, when the con artist Buzzard demanded an outrageous sum of money from Karnage, the pirate decided to simply take the planes. Bold but foolish, Buzzard set off after them, attacking the fleet and managing to sabotage several of the planes, knocking them out of the sky. Infuriated, Karnage turned on Buzzard and ran him down, finally smashing him to pieces in the propeller blades.

In the Live-Action Universe, Mesogog traveled to Singapore to meet with the Pirate Lord Sao Feng, who owned a set of mystical charts that could guide Mesogog to the resting place of Morgana le Fay, master of the Morganian sect. However, Sao Feng informed the reptillian that Blackbeard had already stolen the charts in his search for the Fountain of Youth. Believing Mesogog might be in league with Blackbeard and sent to dispose of him, Sao Feng ordered his crewmen to kill Mesogog first. However, Mesogog had planned for this eventuality, inserting his servant Sun Lok into Sao Feng's forces as a double agent. Together, the two Morganians managed to overpower Sao Feng's pirates with their magic, with Sun Lok impaling the Pirate Lord of Singapore with a large wooden splinter. Still, they were forced to depart without their prize.

While Grimhilde laid siege to Macbeth's castle, Facilier decided to enact his own revenge in a subtler, crueller manner. Sneaking into the Palace of Justice, Facilier surprised Esmeralda and killed her with a voodoo doll he had made in her likeness. Frollo arrived on the scene too late to save her, and was consumed with grief and rage at the sight of her lifeless body.

Having been seperated from Facilier during the interdimensional travel, Narissa at last tracked him down to Grimhilde's castle. Meeting with the queen, Narissa asked for the return of her ally, but Grimhilde refused, saying that Facilier was her servant now. Narissa departed, vowing to return later to take Facilier by force. Beneath the sea, the Evil Manta found the Trident in the possession of an eel salesman. Threatening the eel, Manta took the Trident, seeing a chance to turn his fortunes around at long last.

Needing to replace some of Frollo's men after the monster attack and the Scottish siege, Staquit found McLeach, who had survived his battle with Zira in the first war, and the Greek mechanical genius Mechanicles and recruited them. Recognizing she needed more allies after the attack by Tiburon, Marina del Ray contacted the mermaid Saleen to bring her into the Atlantican army. Saleen agreed.

In the CGI Universe, the Mad Doctor was hard at work rebuilding his devices after Jafar's disappearance and the assault on the World That Never Was. Noticing a swarm of grasshoppers nearby, inspiration struck him. In the Live-Action realm, the twisted Org race began making plans for their master's return. Hearing of the battle in Singapore, the Org Duke and Duchess Jindrax and Toxica decided to take Sao Feng's charts for themselves.

At her French mansion, Cruella de Ville was busy chewing out Horace and Jasper for their past failures when they were approached by Doctor Drakken, who had survived his battle with the Mad Doctor by sending a clone to die in his place. Drakken hired Cruella and her men for the job of the century: a hostile takeover of Xanatos Corp. On Forbidden Mountain, Maleficent restored Yzma to her human form and tasked her with finding surviving sorcerers from the first war to rebuild her army.

In the Arabian desert, Abis Mal and his bandits discovered a dark lamp hidden in an old well. Attempting to clean it off, Mal watched in horror as Jafar emerged in his genie form, having been returned to the Animated Universe by Ansem's power.

The Devil and the Fountain
Cast out by the Evil Queen Grimhilde, Narissa took her time to build up a revenge scheme by finding Lady Tremaine's daughter Anastasia and giving her the wand her mother had used during the First War, urging her to finish the job Tremaine had started. But the Queen had seen this and informed Ratcliffe, who sent out the hunter Humbert to deal with this threat. Humbert confronted Anastasia, took out his knife, and moved in for the kill. However, Anastasia soon found herself in a predicament as she did not know what spell to cast or even how to cast it. Just as Humbert was about to stab Anastasia, she managed to use the wand's power to turn him into a small, shriveled worm-like creature as Narissa looked on with pleasure.

Hearing about Karnage's victory over Ben Buzzard, Taurus Bulba, not wanting Khan to show him up, also decided to send out a criminal to take care of some threats. Getting the electricity-controlling Megavolt out of prison, Bulba hired him to deal with the golf-obsessed mercenary Duff Killigan. Arriving on Killigan's island base, Megavolt started the fight off by blasting Duff with a beam of static electricity. Duff Killigan, however, retaliated with an explosive golf ball. Getting frustrated, Megavolt used his electric powers to bring his car to life. But before the car could make a move, Duff destroyed it with a volley of explosive golf balls. Duff Killigan then took out two of his golf clubs and started wielding them as melee weapons. In response, Megavolt took out a prototype lightsaber. The two briefly dueled until one strike from Megavolt's lightsaber destroyed Duff's golf clubs. Megavolt then plugged a wire into the outlet on his chest which allowed him to absorb the electricity from all the appliances in the room. Duff prepared another golf ball to launch at Megavolt, but Megavolt used his appliances to magnetically disarm Duff of his golf club. With no way to launch the explosive golf ball away, it exploded in Duff's face, knocking him out.

Seeking vengeance against Xanatos, Cruella and Drakken targeted his loved ones. Heading to Xanatos' skyscraper, they were met by his wife Fox and son Alexander. As Horace and Jasper tried to move in for an attack, Horace accidentally struck Jasper on the head with his club. Alexander  attacked in his mech suit, firing balls of energy that knocked Horace into a fireplace, setting his pants on fire. Horace then panicked and ran into Jasper knocking both of them out. With Cruella's minions taken out of the fight, Drakken moved to tip the balance in their favor by bringing in some of his robotic minions. Fox managed to destroy one of the robots with a blast from her laser cannon. However, Drakken then moved in to kill Fox himself, firing a mounted laser cannon at her. She died instantly. Alexander was infuriated by this while Cruella laughed hysterically at Fox's death. While Alexander was still in shock, Jasper moved in and hit Alexander with a chair. Before he could recover, Drakken fired his laser at Alexander, killing him instantly.

Getting annoyed by the resistance of Agrabah's old princess Jasmine, Phobos decided to make her his slave. To do so, he needed his scout the Tracker to get a rare flower that would enable him to control Jasmine's mind. The only problem was that the flower was also the life source of a plant-controlling mage called Arburtus. The Tracker located Arburtus at his garden fortress and sicced his hunting dog on him. However, Arburtus summoned a large branch and used it to grab the dog and raise it into the air as he grew the branch into a tree. Arburtus then started to grow a forest around the Tracker, leaving him trapped. However, the Tracker managed to blast his way out with magical beams and swung away from the forest's vicinity. Arburtus tried to grow another forest around the Tracker, but the hunter unleashed a horde of bats which devoured the forest. Angered, Arburtus grew to a large size to combat the Tracker while the Tracker grappled to the top of a building. Before Arburtus could do anything, the Tracker whipped him, causing him to cough up the flower. Without the flower's sustaining power, Arburtus rapidly wilted away and died, leaving the flower for the Tracker to collect. The Tracker returned to Phobos with the flower, who used it to bring Jasmine under his control.

Having finally found the Fountain of Youth, Blackbeard prepared to drink its waters and become immortal. However, he found another pirate crew in wait, led by the Live-Action counterpart of Long John Silver, who Blackbeard's quartermaster confirmed was the one-legged man destined to bring about Blackbeard's death. Silver, unimpressed by Blackbeard's threats, demanded Sao Feng's charts, but Blackbeard decided to fight. As Blackbeard's crew engaged Silver's muppet crew, one of Silver's crew surrendered to Blackbeard out of fear. However, a particularly large muppet entered the battle and crushed two of Blackbeard's zombified pirates. The two captains then engaged each other. As they clashed blades, Blackbeard initially took the upper hand as he slashed Silver's clothes to pieces. However, as Blackbeard moved in to finish Silver off, Silver quickly slashed Blackbeard across the torso. As Blackbeard collapsed next to the Fountain, Silver took the charts and departed.

Searching the world for sorcerers willing to serve Maleficent, Yzma first approached Queen La, ruler of the jungle-dwelling leopard-men. Yzma was considering bringing La into the ranks when the meeting was interupted by the undead mage Ayam Aghoul, who claimed his victory over Hecate in the First War made him a more suitable candidate. La challenged him to prove her worth, but Aghoul used his exploding skulls to destroy La's leopard-men. Stepping into the fray, La briefly stunned Aghoul with a blast from her staff, but he recovered and drenched her with a bolt of water. La made to attack again, but Aghoul swiftly destroyed La's staff, removing the source of her power. La crumbled away to dust, and Yzma reluctantly made Aghoul the first of her partners.

Sent by Frollo into Africa to search for more animals Hades could send against him, McLeach tracked down the rogue gorilla Tublat. Not taking kindly to human intruders, Tublat attacked McLeach's half-track, but the poacher simply ran over him. McLeach stepped in to finish the job with his rifle, but Tublat knocked him on his back. Joanna distracted Tublat with a vicious attack, but when Tublat made to crush the lizard, McLeach hurled a knife into Tublat's back. It looked like Tublat might recover, so McLeach drove the blade in deeper, causing him to pass out from blood loss. McLeach then hauled the gorilla back to Paris so Frollo could keep a better eye on him.

With his kingdom restored, Prince John sought to rebuild his navy to protect himself from another attack. Having captured some of Captain Hook's old crew, John decided to employ the actor Sewernose to portray himself as Hook returned from the dead, hoping to manipulate the pirates into doing his bidding. As Sewernose arrived at the Jolly Roger, he found to his shock that Hook had actually returned to liberate his crew. The two dueled for control of the ship, but Sewernose was no match for Hook's actual battle experience. The pirate stabbed the actor through his heart, killing him and retaking his ship and crew.

In the CGI Universe, hungry grasshoppers had long struggled to get food from the resturaunt owned by the cruel Chef Skinner, but were repeatedly thwarted by Skinner, who saw them as little more than pests. The grasshopper leader Hopper approached Skinner and threatened him, but he managed to drive them off with a broom. The battle was interrupted by the Mad Doctor, who tested one of his new machines by using it to grow Hopper and his minions to human size. So empowered, Hopper overcame Skinner and tossed him in a river as the Mad Doctor cackled in sadistic glee.

Overcome with grief and rage after Esmeralda's death, Frollo locked himself in the Palace of Justice and wallowed in his emotions. Seeing a chance to sieze control of Frollo, Chernabog's spirit contacted the judge and offered him a single wish. As Chernabog predicted, Frollo asked for Esmeralda to be returned to life. Chernabog obliged him, restoring Esmeralda's soul... for a few brief moments. To Frollo's horror, Chernabog announced that the judge had become everything he ever hated and, having sought a favor from the devil, had damned his soul to eternal servitude. Chernabog then struck, draining Frollo's soul from his body.

The next morning, Frollo called his generals together and announced a change in plans: Queen Grimhilde was now their chief priority, with her death and the recapture of the Scottish escapees to be placed above the campaign against Hades. Although Staquit sensed something wrong with the judge, most of the other generals gladly accepted this new mission.

The Magic Mirror informed Grimhilde of the fate of Humbert, and she placed the blame squarely on Ratcliffe's shoulders. Infuriated with his failure, she demoted him, elevating Facilier to his place as second-in-command. Ratcliffe decided to take his men and desert the queen, but that night he was approached by an old begger, who told Ratcliffe that he might be able to amass enough wealth to depose Grimhilde and take her place.

In the Live-Action Universe, Necrolai, Drake Stone, and Koragg stumbled upon an old vase that they sensed held great magic power. Opening it, Necrolai released the spirit of Maxim Horvath, who promised to free them from the traitor Mesogog's service and find Morgana's resting place on their own.

In Agrabah, Prince Phobos brought together his servants: Abis Mal's former partner Haroud Hazi Been, Lord Cedric, the Tracker, and the mind-controlled Jasmine. He promised them that they would begin a war of conquest against the rest of the world, adding it to his glorious empire. Meanwhile, Taurus Bulba approached Mr. Khan to show off the minions he had acquired: Megavolt, the clown-like Quackerjack, and the strange Collector. Khan informed Bulba that Cruella and Drakken had taken over Xanatos Corp, and their spy in Xanatos' ranks needed help escaping their service.

With Sao Feng's charts, Long John Silver returned to his employer, the Master Org. Overjoyed, Master Org began preparations to use the charts to track down his scattered minions. He had already taken the liberty of restoring Captain Barbossa to life, revealing that the pirate had been one of his sleeper agents all along.

As Queen La's soul arrived in the Underworld, she approached Hades and Mirage, begging them to allow her to return to the mortal world. The two gods refused, not seeing any benefit for them. La let slip that Maleficent had returned, hoping to use this information as a bargaining chip, much to Hades' shock and horror.

Meanwhile, at Kingdom Hearts, Ansem began putting the wheels of his ultimate goal in motion by restoring Ursula to life in a new form.

Rise of the Orgs
As Ansem gathered Ursula and Vanitas to his side, he suddenly returned to his true form, Master Xehanort. He explained to them the story of the Great War. As he explained, the gods destroyed one realm and split it into three to destroy something known as the Great Evil. He then revealed his plan to bring back the Great Evil and make the realms one again, as he believed the possibilities were endless if that could be accomplished. He sought to find the answers to these questions. He also revealed that both Ansem and Xemnas were two sides of his aspect: he had allowed Sark to destroy him so that his Heartless (Ansem) and his Nobody (Xemnas) could manipulate both Maleficent and Organization XIII into releasing the power of Kingdom Hearts. When Ansem battled Xemnas, the two halves of his spirit became one once more, giving him full access to the heart of all worlds. Both Ursula and Vanitas pledged loyalty to his cause. Ursula then set out to tie up some loose ends.

Ursula sought out Larxene, eager to both take vengeance on her for her previous defeat and to remove this last obstacle to Xehanort's reign. But the last of the old Organization proved to be still more trouble for Ursula than expected. Ursula sent Flotsam and Jetsam after her but she incinerated them with a single blast. Ursula became infuriated and charged, but before she could do anything, Larxene blasted her. Ursula then brought out the Trident and retaliated with a powerful magic blast that staggered Larxene. Ursula then killed her with one final spell and collected her soul to use to transport herself back to the animated universe.

Not being pleased that his old rival Barbossa was also working for the Orgs, Silver dared him to defeat one of the wizards of the Morganians. Barbossa was quick to spot Sun Lok alone, but neglected to take into account the Morganian's gift to summon dragons. Sun Lok bought the mighty Jabberwocky under his control and tried to make it get rid of the Captain. As the Jabberwocky approached him, Barbossa cut its tongue off. The two began to battle, with Barbossa pitting his sword aganist the dragon's brute strength and claws. Just as it looked like Barbossa was in trouble, Toxica intervened and disrupted Sun Lok's control of the creature long enough for Barbossa to chop its head off and leaving Sun Lok to be crushed under the weight of its body. Seeing Barbossa's skill in battle, Toxica approached him about the possibility of breaking free from Org control...

Invited to Drakken's Gen-U-Tech research complex, Doctor Doofenshmirtz arrived only to find that his rival planned to humiliate and kill him. Thinking quickly, Doofenshmirtz activated his giant robot Norm to destroy Drakken. Prepared for such an attack, Drakken responded by activating the Xanatos Corp Coyote robot. Coyote tried to attack Norm with a laser cannon on his wrist, but before he could strike Norm smashed the ground, throwing off Coyote's aim. Coyote recovered and attacked again, knocking an ox statue head onto Norm's head, blinding the other robot. Taking advantage of this distraction, Coyote destroyed Norm with two more blasts. Doofenshmirtz fled, leaving Drakken victorious.

Hearing of Yzma's search for sorcerers, the mage Eli Pandarus summoned her to meet with him to discuss terms. Angered by Eli's insistence that she meet with him at his distant base, Yzma dismissed Eli. At that moment, Mozenrath suddenly appeared, having finally escaped Limbo after his defeat during the First War. Seeing a chance to prove his worth, Eli challenged the new arrival. Mozenrath attacked with a magic bolt, but Eli summoned a shield to protect himself, then emerged and struck Mozenrath down with a swipe from his wand. Mozenrath recovered and unleashed a mighty blast, having grown more powerful after his time in Limbo. Summoning spectral hands to crush Eli, Mozenrath reveled in his victory and Yzma, pleased that he had killed the insolant mage, took him on as the newest member of her team.

Granted three wishes by Jafar, Abis Mal chose to use them for vengeance against Prince Phobos. Wishing for Jafar to summon a monster that would frighten Phobos off the throne, Jafar released the smoke demon Sootinai, although he was frustrated with Mal's small thinking. Sootinai attacked Agrabah, destroying buildings and easily disposing of Phobos' soldiers while growing larger and more powerful from the devastation. Seeing his men were useless against this threat, Phobos stepped into the fray himself, summoning a rainstorm to put out the fires in the city and cut off Sootinai's power source. With the smoke dissipated, Sootinai was destroyed.

Livid that Anastasia was still alive, Queen Grimhilde contacted the legendary Archmage Destaine, one of the most powerful sorcerers alive, and sent him out to do the job properly. At the Tremaine manor, Narissa taught Anastasia to use her wand to restore Lady Tremaine and Drizella to human form once again, but was interrupted by the Archmage, who easily knocked Narissa aside. He then struck Anastasia dead with a powerful magic bolt, leaving Tremaine and Drizella horrified and furious. The vengeful Tremaine took the wand from her daughter's corpse and used its magic to cast the Archmage from a nearby cliff to his apparent death.

In the Live-Action Grid, Commander Sark gradually recovered his senses, plagued with visions of his defeat and of a past life. He began to remember that he was actually Owen, Xanatos' faithful servant, who had been transported to the Grid by the MCP and remade into Sark. With this knowledge and the MCP no more, Sark drew on the last of his power to return himself to his home dimension, restoring his body and swearing to find Xanatos and restore him to his rightful place.

Meanwhile, Hades arrived on Forbidden Mountain, where he found Maleficent alive and well, just as Queen La had said. Hades tried to propose an alliance with Maleficent, reminding her of the love they had once shared. However, having her own plans in store for Hades, Mirage arrived and suggested to Maleficent that the two gods were now an item and had no more use for her. In a rage, Maleficent banished Hades back to the Underworld, vowing to bring her full wrath to bear on him if she ever saw him or Mirage again.

Hearing that Evil Manta had been spotted with the Trident in his possession, Marina del Ray sent Saleen out to dispose of him before he could make a claim to the throne. Saleen confronted Manta and taunted him, reminding him of his previous humilating defeats, but only served to anger him. Manta used the Trident to summon a fearsome hammerhead shark to attack Saleen, but she used her magic to cause a rockfall that crushed the shark. Manta departed, vowing to return and make Saleen and her mistress pay for defying him.

Having successfully prevented Hades from escaping her domination, Mirage contacted the ancient sorceress Chang to eliminate other threats to her rule. Hearing that the ninja lord Monkey Fist had come into possession of a powerful mystic monkey statue, Chang thought he might prove a threat and challenged him in his fortress. Chang managed to strike Monkey Fist with a club, knocking him senseless, but he recovered and called upon the power of the monkey statue to freeze Chang in a block of ice. Chang managed to break free and summoned a magical storm. Monkey Fist attacked, but before he could reach Chang the storm struck him down.

Trying to convince Abis Mal to think bigger, Jafar managed to coax him into wishing for Jafar to summon a powerful hunter to dispose of Prince Phobos' Tracker. Jafar summoned the Mukhtar, part of an ancient race that hunted magical creatures like genies. Reluctant but bound by Jafar's magic, the Mukhtar set out to track down the Tracker. Finding him in the deserts near Agrabah, the Mukhtar faced the wrath of the Tracker's whip, but summoned small creatures to attack. The Tracker struck them down and then knocked the Mukhtar off his feet. The proud hunter would not be deterred, retrieving a magic lantern that imprisoned the Tracker's spirit within.

Tasked with securing funds to finance the campaign against Queen Grimhilde, Colonel Staquit made contact with the gold-obsessed criminal El Capitan, figuring he would be able to track down the valuable metal. However, Ratcliffe was on the same track, hoping to amass enough wealth to take down Grimhilde himself. Off the coast of a distant island, the two ran into each other, and El Capitan fired on Ratcliffe's men with a cannon, narrowly missing the governor. Ratcliffe returned fire with a cannon of his own, sinking El Capitan's ship, though the criminal himself survived.

Feeling that he and the Beagle Boys had been missing out on the action after returning to the Animated Universe, Pete demanded an opportunity to prove himself. Shan Yu told him that Maleficent had been seeking someone to break into Grimhilde's castle and steal her magic potions, deprieving her of her powers, and Pete sent the Beagle Boys to do the job. Finding Duke Igthorn's ogres guarding the castle, the Beagle Boys attempted to frighten them away with Pete masks, only for the ogres to close in. The Boys had better success by brandishing an arsenal of weapons at the ogres, causing them to flee in terror. Igthorn himself moved in, but the Boys managed to take out more of his ogre minions. Just as it seemed like Igthorn might be outmatched, Sarousch arrived to provide reinforcements. Distracting the Boys with his magic, Sarousch used the opportunity to activate a trapdoor under the Boys, dumping them in the moat.

Back at Gen-U-Tech, Xanatos' former scientist Anton Sevarius called in Cruella de Ville to show her his latest research on the mysterious gargoyle race. Suddenly, they were interrupted by the Collector, who wished to make the beasts part of his own collection of strange creatures. Cruella attacked, throwing knives at the Collector's henchman and killing him. Undettered, the Collector called upon his collection, summoning living shoes that frightened Cruella away. Sevarius moved in to take down the Collector himself, but he summoned a cannon that blasted the scientist into a tank of electric eels, shocking him to death.

Deep in the Underworld, Mirage called together her allies, including Queen La, Chang, and the revived Hecate, revealing her plot to dominate the world of mortals using the power of the demonic Dark Dragon, though Hades was less than enthusatic after his confrontation with Maleficent.

On the run after his battle with Saleen, the Evil Manta stumbled upon the lair of the Sharkanians, forging an alliance with their leader. In the Live-Action realm, the Morganians discussed the death of Sun Lok and decided that the Orgs were a problem that could no longer be ignored, although Mesogog was angered by Horvath's return and his taking control of the group.

Finding Madame Mim in her cottage, Yzma restored her to health with a potion, recruiting her as the final member of what Yzma declared the "Sorcerers' Society". Maleficent watched from afar, eager to put this new organization to use. At Mr. Khan's headquarters, Sevarius arrived, revealing that he had faked his death at the Collector's hands, who had really been sent to liberate Sevarius from Cruella and Drakken's employ, as the scientist was actually a sleeper agent for Mr. Khan.

Infiltrating the lower depths of Forbidden Mountain, Narissa and Lady Tremaine used the remnents of Chernabog's magic to bring the Horned King back to life, hoping to use him against Queen Grimhilde. In Atlantica, Ursula returned to take the throne back from the shocked and furious Marina del Ray. And in the CGI Universe, Xehanort revealed to Vanitas that the war was only one of many roads that he could choose to take to ultimate power.

The Morganian-Org War
In her castle in England, Queen Grimhilde called together her allies, including Prince John, Sarousch, Ratcliffe, Igthorn, Facilier, and Hoagy to discuss Frollo's offensive against them. In the middle of the meeting, Facilier, Hoagy, and Ratcliffe slipped out to see to their own agendas.

In the CGI universe, the Mad Doctor assembled his forces, including Hopper, a robotic version of Captain Hook, and the trouble-making children Lock, Shock, and Barrel, plotting to take over the realm and learn its secrets. Hopper was less than impressed with the Doctor's schemes, but swore to see them through to the end, whatever that might be.

With Grimhilde occupied, Facilier snuck into her chamber and asked the Magic Mirror what had happened to the talisman he had used to summon Chernabog during the First War. Although Facilier was satisfied with the information the Mirror had provided, Hoagy also asked about Narissa's whereabouts. Ratcliffe watched with interest, seeing that he was not the only one having second thoughts about his allegiance to Grimhilde.

Xehanort revealed the next step in his plans to Vanitas and a man garbed in the Organization's black robes. As Vanitas left to see to Xehanort's plot, the other man was left curious about Xehanort's planned endgame.

Frustrated with Mirage's manipulation, Hades decided to mount a final offensive against Frollo so he could throw off her hold on him. Meeting with Echidna, he convinced the Mother of All Monsters to gather all of her remaining children for an assault on Paris, taking advantage of the fact that Frollo was out preparing for the invasion of England. The Huntsman, McLeach, and Mechanicles found themselves confronted by the hybrid Chimera, the dragon Ladon, and the giant Cyclops. Some of the Huntsclan warriors attacked the Cyclops but were easily knocked out. In return, the Hunstman managed to slay the giant with a blast from his staff. Mechanicles engaged the Chimera in a giant scorpion mech, using a jet of flame to knock the beast into Ladon, killing both monsters. McLeach then shot the lock off of Tublat's cage, allowing him to join the fight. Tublat managed to defeat several monsters with his brute strength before Echidna herself joined the fight. She knocked the Huntsman away but Mechanicles quickly fired a projectile at her, knocking her into the distance, never to be seen again. Frollo's forces reveled in their victory, leaving Hades in despair.

Deciding not to waste any time, the Morganians assembled and assaulted the Org base in full force. Upon seeing the Morganians, Captain Silver's cowardly muppet crew turned and fled. As the two armies engaged, Toxica used her magic to restrain a large group of Morganians. Barbossa then took out his pistol and fired at another crowd of Morganians, obliterating their ranks. At that moment, the higher-ranking Morganians entered the battle. Drake Stone blasted Jindrax off his feet with a magic blast, angering Toxica. She blasted Drake in return, sending him flying and killing him. Koragg and his forces then engaged Toxica and the recovered Jindrax, burrying them in a rockfall. Captain Silver then engaged Necrolai, hoping to avenge the Org losses. He managed to shoot her with his pistol, which seemed to injure her. But she then revealed she was faking it and struck Silver, knocking him out. Meanwhile, Barbossa engaged Koragg. The two clashed blades for a while until Necrolai intervened and disarmed Barbossa. As Koragg attempted to finish him off, Barbossa revealed that his curse prevented him from being slain. Even so, with the other Orgs falling before the Morganians, Barbossa fell back to defend Master Org, leaving Necrolai and Koragg in control of the field.

Abis Mal decided to make his second official wish, asking for an army of magical elephants to assault Agrabah. Again frustrated that his "master" wasn't taking the big picture into account, Jafar decided to teach him a lesson by summoning the bizarre Pink Elephants and the equally surreal Heffalumps and Woozles. Abis Mal was terrified at the sight of these strange creatures, especially as they turned on each other. They began popping each other like balloons and beating each other with cymbals. One elephant even conjured up thunderbolts and began throwing them at Abis Mal. As the elephants continued battling each other, Jafar had had enough and unleashed a magical blast that destroyed the elephants. With two wishes having been spent, Jafar warned Abis Mal to take his time with the third one or he would regret it.

Master Org was finally cornered by the leaders of the Morganians, Horvath and Mesogog, who demanded Master Org turn over Morgana le Fay's babushka, with which they could return their mistress to life. Even though Master Org was alone, he refused. Mesogog kicked Master Org to the ground, but Master Org then fired off several blasts from his staff at Mesogog, sending him reeling. He then tried blasting Horvath, but Horvath quickly turned the blast into water as it hit him. Horvath then took a knife out of his coat and threw it at Master Org. He then retrieved Morgana's babushka, but Master Org recovered faster than expected and fired another magical blast at Horvath. Horvath didn't have time to react this time and was sent flying. Mesogog then reentered the battle as Master Org threatened to destroy them both. Master Org fired another blast from his staff but Mesogog fired a blast of his own from his head as the two beams locked. After some struggling, Mesogog won the beam struggle and knocked Master Org down and reverted him to his human form. Master Org, infuriated, tried charging the two, but Horvath teleported him into the skies over a desert where he fell to his presumed death.

Drakken contacted his old ally, the child-like geneticist DNAmy, and asked her to compile a list of all those in Khan's employ, wary of any other sleeper agents in his ranks after he learned of Sevarius' defection. While the mad scientist plundered the archives searching for something useful, she was attacked by Quakerjack, who sought to prevent her from learning Khan's secrets. Quakerjack pitted his robotic animals aganist DNAmy's mutant Cuddle Buddies. As Quakerjack's minions were destroyed, he knocked out one Cuddle Buddy with an extendable boxing glove. In the meantime, DNAmy obtained the information she needed from the archives. As Quakerjack readied his gag teeth, hoping he could still prevent her from bringing the information to Drakken, DNAmy released one of her more terrifying Cuddle Buddies, a cross between a cat and a dragon. Terrified, Quakerjack fled the battle.

Knowing that Frollo could not afford to make enemies with Agrabah and fight a war on two fronts, the Huntsman traveled to the desert city and met with Cederic, offering a truce in return for the magic power to restore to life the Huntsclan ancestors to bolster Frollo's forces. As the Huntsman left with the power, Phobos revealed to his apprentice that he was busy bolstering their own ranks.

Among the ranks of the Orgs, Silver called out his crewmen for their cowardice as Barbossa reported back that Master Org had fallen. Wishing to have no more to do with what he saw as the losing side, Barbossa departed, leaving Toxica devastated.

Hoping to avenge his humiliation at Drakken's hands, Doctor Doofenshmirtz opened a portal to another dimension, hoping to find allies. To his shock, he found a smarter alternate version of himself who had taken advantage of the war to become ruler of his universe. Meanwhile, knowing that Barbossa was easily their most powerful remaining ally with his immortality, Toxica promised Silver wealth beyond his wildest dreams if he would find his fellow pirate and convince him to return.

In northern Canada, Frollo and Staquit confronted Denahi and Atka, who had announced their intentions to leave Frollo's army in grief after the death of Kenai. Declaring the two Inuit deserters, Frollo barricaded them in their home and burned it to the ground with them inside.

Knowing that their operations had suffered a major hit after DNAmy accessed their archives, Mr. Khan ordered the two supervillains Bushroot and Liquidator to strike against one of Cruella's allies, the corrupt miner Ian McTeague. When the two confronted McTeague at his illegal gold mine in Africa, McTeague sent his miners to dispose of the intruders. The cowardly Bushroot fled and hid from the miners, but Liquidator struck back by causing a flood that swept them out of the mine. Bushroot emerged from hiding and planted seeds that grew into a massive vine, sealing McTeague and his men out of their own base.

Managing to enter the CGI universe's Grid, Vanitas confronted the assassin program known as Rinzler. Evading Rinzler's disc strikes, Vanitas closed the distance and struck Rinzler down. As he closed in for the kill, Rinzler managed to get to his feet and knock Vanitas down in turn. However, Vanitas revealed his true face and declared that they would "join together", unleashing his inner darkness and possessing Rinzler's body.

With the Sorcerers' Society assembled, Maleficent gave the group their first mission: an assault on the Underworld and the destruction of Mirage's forces. When Mirage asked how the Society managed to get into the realm of the dead, Yzma and Kronk confessed they had no idea, but that didn't deter them from their task. Hecate, Queen La, and Chang, taking the form of a dragon, moved in to defend Mirage, who summoned a gigantic crystal monster to aid them. The monster scored the first hit, knocking Yzma into the mud. Queen La managed to knock out Mozenrath with a blast from her staff, as Ayam Aghoul managed to keep Chang at bay with his bombs. As the crystal monster made to attack again, Madame Mim transformed herself into a rhino and shattered it with a charge, spraying flames all over the throne room. La made to finish off Mozenrath, but he seized some sand from the River Styx and blew it in her face, causing her to fall into dust once again. Mirage and Chang fled, but Hecate remained behind, unwilling to lose another battle. However, Aghoul brought out a massive skull bomb and blew the goddess to pieces, echoing his first victory over her.

Hearing that Ursula had returned to life, Maleficent traveled to Atlantica to renew their alliance. To the sorceress' shock, Ursula rejected her, saying that she had found a new master and he had given her power far greater than any Maleficent could offer her. Infuriated, Maleficent transformed into her dragon form to make Ursula pay for her insolence. Summoning a cloud of mist, Ursula managed to evade Maleficent's flames, which Ursula gathered together and turned back on the dragon. With several more magical blasts, Ursula transformed Maleficent into a withered sea creature. Although beaten, Maleficent managed to return to her true form, swearing that Ursula would live to regret crossing her.

Having lost nearly everything in the attack on Paris, Hades sought out the Witches of Morva, his last potential allies. With nothing left to lose, he ordered them to find and kill Facilier, whatever the cost. The Witches found the sorcerer as he reclaimed his talisman, but they managed to shatter it with a magic blast. At that moment, to the surprise of everyone, the Horned King arrived, having found out that the Black Cauldron was here as well. The Witches made to attack him before he could access the Cauldron's power, but the King was faster and he managed to annihilate the Witches' souls with the artifact. The King then turned his attention to Facilier, who narrowly escaped death by blowing dust into the King's face and beating a hasty retreat.

Within the citadel of Agrabah, Phobos revealed to Cederic his newest recruits: the former champion and Sultan of Agrabah, Aladdin and Hamed, brainwashed in the same manner as Jasmine. Having traced Sootinai's attack back to Abis Mal, Phobos planned to pit these three former heroes against him and Jafar.

With his last gambit having failed, Hades resigned himself to servitude under Mirage, telling Pain and Panic he wanted nothing more to do with the war. Meanwhile, in the CGI universe, the mad scientist Doctor Calico had at last trapped his old enemies Bolt and Penny, only to see them snatched away by an alien armada. Returning to the Morganian stronghold, Necrolai was met by Rinzler, who offered her an alliance. Although she at first brushed off the seemingly weak program, the vampire queen sensed great power within him and reconsidered his offer.

In France, Staquit and McLeach met with the asylum director Monsieur D'Arque, telling him they were concerned Frollo was becoming more unstable. D'Arque promised them that if the need arose, he would see to it that Frollo was taken into custody. Across the seas, another coup was being planned, as Ratcliffe requested that Sarousch and Igthorn support him in his efforts against Grimhilde.

With the list of all of Mr. Khan's allies and agents, Cruella summoned her organization, including Drakken, McTeague, Horace, Jasper, and the mercenary Pack for one final strike against their enemies. Meanwhile, Facilier learned from Hoagy of Grimhilde's meeting with Narissa. Declaring he was no one's servant, Facilier decided to reestablish his pact with the Friends on the Other Side.

On Forbidden Mountain, Maleficent was greeted with good news by Yzma and Kronk, who revealed their success in the Underworld. Bringing Abis Mal with him to England, Jafar allied himself with Grimhilde in return for her aid against Phobos. And in the distant wasteland he had been transported to, Master Org began to recover his power, revealing that he was far from dead.

Madness and Betrayal
Having evaded Grimhilde's agents, Macbeth at last returned to Paris, where he reported to Frollo his failure to stop the queen's army from assaulting the prison-fortress in Scotland. But news had traveled faster than Macbeth, and Frollo told his ally that he already knew of his failure. He accused Macbeth of more than incompetence, however, believing he had collabrated with Grimhilde. Frollo told Macbeth to leave his presence, and if he ever saw the Scotsman again he would burn him for treason. Seeing a glimpse of something dark lurking within Frollo, Macbeth departed.

Xehanort and his allies discussed what he was really after and what he hoped to gain from sending Ursula and Vanitas into the different realms. Xehanort stated that his plan was more complicated than just sending all of them to different worlds. One of Xehanort's allies, his identity hidden in a black robe, assumed that he was looking to create chaos and mayhem. Xehanort denied this, stating that if that were the case, he would have gone off the road of the light years ago. He then revealed that he planned to bring back an ancient god. He stated that once its power was combined to become the Great Evil once again, it would create a new golden age. Xehanort added that he planned to rule this new world. As Xehanort's ally began to have second thoughts about the plan, another of his allies, also shrouded in black, threatened that they would do "nasty stuff" if he didn't play along. But he revealed that they didn't intend on killing him. When he asked what would happen if he didn't go along, Xehanort revealed that they would harm his friends if he didn't.

Seeing that tensions were growing among her allies, Queen Grimhilde held a feast in her English castle to put them more at ease. However, when Ratcliffe's jesters began mocking Facilier for his defeat at the hands of the Horned King and the perceived loss of his magic, Facilier's resentment boiled over and he revealed the return of his Friends on the Other Side. Seeking to make Grimhilde pay for making him her pawn, Facilier had the Friends drive her insane. In her madness, Grimhilde saw Ratcliffe as a hideous muck monster and Prince John as a demonic cat, before believing she had turned back into her hag form. With the festivities in chaos, Facilier disappeared to seek out Narissa.

Knowing that the other Morganians would see her abandonment of them as betrayal, especially considering Barbossa's actions, Necrolai plotted with Rinzler to strike first, targeting Koragg at the Morganian central base. While Necrolai distracted Koragg, Rinzler appeared and attacked him with his data discs, but Koragg managed to keep up with the nimble program's blows. Koragg engulfed his sword in flames, knocking Rinzler back, before transforming into a demonic form. However, Necrolai stalled Koragg long enough for Rinzler to recover and knock him into a crevasse. Necrolai flew away, telling Rinzler she would accept his offer of partnership.

Tiring of Don Karnage's antics and believing he was too expensive of an asset, Mr. Khan tasked the sky pirate with recovering a crystal from the mighty Carpie kingdom, hoping they would manage to kill him. Having had bad history with the vultures, Don Karnage attacked the kingdom with his full force. As the Carpie King and his soldiers flew out to attack Karnage, he opened fire with his machine guns, slaying many of the soldiers. The Carpies struck back, tearing apart Karnage's fleet as the King himself attacked Karnage's plane, sending his wingmen crashing into the sea. Although Karnage managed to shoot down the King, he was ultimately forced to retreat with heavy losses.

Congratulating DNAmy for her work securing the list of Khan's assets, Doctor Drakken sent her to strike against Khan's agents in person, starting with the Collector. Sneaking into the Collector's cavernous headquarters, Amy unleashed her Cuddle-Buddies to attack him. However, he surprised her by calling forth the mightiest part of his collection, a living anvil. The anvil made short work of Amy's minions, but it damaged valuable equipment in its rampage, causing an explosion that destroyed the Collector's base, apparently killing both the Collector and Amy.

Knowing she had to strike at the Sharkanians before they attacked again, Marrina del Ray met with the Glowfish, who told her that his mistress, a powerful Sorceress, would destroy the Sharkanians in exchange for a place in del Ray's regime. Agreeing, del Ray released the Sorceress from her imprisonment. Outside the Sharkanian fortress, the Sorceress encountered Evil Manta, wielding the Trident. Recognizing the weapon that had banished her long ago, the Sorceress tried to use trickery, promising Evil Manta that she would grant him the power he desired if he would give her the Trident. Manta refused, and the Sorceress attacked, draining his life and seizing the Trident for herself. Although Manta survived the attack, he had lost the most power he had ever had.

Needing funds for his war with Drakken and Cruella, Khan tasked Taurus Bulba with organizing a bank robbery. However, as they arrived at their destination, Bulba and his gang were ambushed by the Pack. The mercenaries used the element of surprise and their superior firepower to take out large numbers of Bulba's henchmen, but Bulba rallied the survivors and returned fire, severely damaging Coyote's face. With the bank in flames, the Pack escaped in their hovercraft. As Bulba tried to escape as well, their own getaway vehicle, sabotaged by the Pack, exploded, presumably killing the crimeboss.

Discussing their next move after their victory over Master Org, Horvath suddenly turned on Mesogog, telling him he knew that he had betrayed the Morganians to Facilier and Narissa. Horvath told Mesogog that he was going to be the one to return Morgana le Fay to life, and if Mesogog interfered again, he would regret it.

Locating Narissa, Facilier and Hoagy renewed their alliance, and the three began making plans to destroy Hades once and for all. Back in England, Maleficent arrived as Grimhilde continued to languish in her madness. Brushing off Ratcliffe's attempt to seize her, Maleficent restored Grimhilde's sanity in exchange for her servitude. Reluctantly, Grimhilde accepted.

In the Live-Action Universe, Master Org arrived at the Morganian stronghold seeking revenge, but found only Mesogog waiting, with Horvath having departed to resurrect Morgana. Deciding to make do with one half of his vengeance, Master Org sent his duke, the ninja Onikage, to show Mesogog the might of the Orgs. Alone and outnumbered, Mesogog transformed into a fiercer reptillian form to battle Onikage. The ninja managed to get several fast strikes in, but Mesogog managed to slay him before he could hit again. Mesogog fired energy bolts at Master Org, but he absorbed their power and used it to annihilate Mesogog once and for all.

Sent to dispose of Jafar and end his efforts to retake Agrabah, the brainwashed Aladdin, Jasmine, and the Sultan confronted him in the Arabian desert. Jafar emerged from a pillar of fire to destroy his old enemies, knocking down Jasmine with a blast from his staff. The Sultan proved a more dangerous opponent, taking several bolts of fire and continuing to fight. Granted immense strength by Phobos' enchantment, the Sultan picked up a palm tree and hurled it at Jafar like a javelin, knocking him out. Jafar then took on his genie form, casting Aladdin and the Sultan from a cliff. Jasmine recovered and made to attack Jafar, but he managed to knock her away.

Meeting with the Mad Doctor, Doctor Calico informed his ally of the alien incursion. Distressed to hear of this unexpected threat, the Mad Doctor dispatched his robotic Captain Hook to look into it. Accessing the alien flagship, Hook encountered AUTO, which he managed to destroy with shots from his pistol. However, he was then confronted by the mysterious Count Dooku, who revealed AUTO had only been a distraction to draw Hook out of hiding. Hook drew his sword, but Dooku drew a lightsaber and engaged the robotic pirate, slicing his arm off with a powerful slash. Dooku revealed the power of "the Force", tearing Hook's body apart. Meanwhile, Zurg watched the battle with curiousity.

As Owen spoke to Xanatos in prison, Macbeth suddenly arrived disguised as a prison guard, having decided to return to make amends now that Frollo had succumbed to paranoia. Having been informed by Owen of the developments regarding Cruella and Drakken killing his family and taking his corporation, Xanatos sent Macbeth to prove his loyalty by striking against Cruella's mansion. The mansion was guarded by Horace, Jasper, and McTeague, but Macbeth had nothing to fear from these common thugs. He shot out a piece of the ceiling, causing it to fall on Horace's head, then engaged McTeague in a swordfight. When Macbeth knocked away McTeague's weapon, he ran away, leaving Horace and Jasper to attempt to take Macbeth on their own. He easily defeated them, throwing them through a wall.

Having proved their worth against Mirage's minions, the Sorcerers' Society next decided to dispose of the Horned King before he became too much of a threat. As Aghoul and Mim teleported into the castle, Creeper led the King's warriors to attack them, but Aghoul's bombs and Mim's crocodile transformation forced them back. Yzma and Mozenwrath confronted the King and Lady Tremaine, with Mozenwrath burning Drizella Tremaine's hair with a bolt of magic. However, the King had a surprise in store. He revealed to the Society that he was now allied with Maleficent, and they had betrayed her by attacking him. The shocked Yzma and Mozenwrath told Aghoul and Mim to fall back, but Tremaine took advantage of the distraction to cast Aghoul from the tower, apparently killing him. The other Society members were forced to surrender to the King and Tremaine.

In France, Frollo called together his forces, only to be confronted by D'Arque, who tried to take Frollo in after his confrontation with Macbeth. Enraged, Frollo reminded his men that they wouldn't stand a chance against France's enemies without his leadership. D'Arque was arrested for treason, and the other members of the French alliance prepared for the final strike against Grimhilde.

Displeased with his forces after hearing about the loss of the Collector and Bulba, Khan demanded they bring him some good news. Sevarius took the opportunity to reveal his greatest creation, the gargoyle clone Thailog, which he believed would turn the tide against Cruella and Drakken. At Forbidden Mountain, Maleficent welcomed Grimhilde and Ratcliffe into her alliance, revealing her own minions. Ratcliffe was far from happy to see Pete and Hook still alive, but Grimhilde promised Maleficent there would be no trouble.

In the CGI Realm, Count Dooku arrived at Zurg's lair, revealing that he knew the warlord was watching the battle with Hook. Dooku offered Zurg an alliance with him and his dark master, using the promise of the secrets of dimensional travel as a bargaining chip. Meanwhile, finding the Morganian base abandoned after Mesogog's death, Necrolai and Rinzler took the opportunity to steal Horvath's spellbook, holding the secret of great power...

In the depths of the ocean, Ursula confronted the Sorceress as she returned from her battle with Evil Manta. Snatching the Trident from her, Ursula banished the Sorceress back to her ancient prison and made ready to take back her throne. Meanwhile, having recieved news of the robotic Hook's destruction, the Mad Doctor told his allies that, with the alien threat on the horizon, time was a luxury they did not have.

Hearing from Abis Mal of Maleficent's growing power, Jafar decided he could play her against Phobos and take back Agrabah in the heat of battle. Meanwhile, having found Morgana le Fay's resting place, Horvath began preparing the ritual to bring her back into the world of the living. In the Animated Universe, Doctor Doofenschmirtz contacted his alternate universe counterpart and began working on a machine that would bring the alternate Doofenschmirtz's vast army into the world and lay waste to the villain factions.

Having taken a beating from Bulba's goons before managing to kill him, the Pack requested that Drakken give them better technology so they would stand a better chance against Khan's more powerful minions. In Agrabah, Jasmine informed Phobos of their losses. Distressed that Jafar seemed unbeatable, Phobos prepared his forces for what might be their final stand. In the CGI Universe, Master Xehanort made ready to unlock Kingdom Hearts' true power.

Three Universes, Many Conflicts
In the CGI Universe, the Mad Doctor and his allies confronted the combined forces of Zurg and Count Dooku at the Keyblade Graveyard, an ancient land scarred by the first war with the Great Evil. Both sides hoped to reach Kingdom Hearts, which could return them to the Animated Universe. On the front lines, Count Dooku's droid army and Doctor Calico's private army kicked off the battle. Doctor Calico soon unleashed an attack helicopter aganist the droids but it was soon destroyed. Hopper and his gang of grasshoppers then joined the fray as Dooku sent out some Magnaguards to face them. The mad grasshopper Thumper tore into one of the Magnaguards, slaying it. As Doctor Calico's forces began to be overwhelmed by Dooku's droids, the Mad Doctor activated one of his inventions to even the odds: a giant robotic arm. As the Mad Doctor began to push back against the droids, Master Xehanort arrived, having prepared to sieze Kingdom Hearts for himself. As Doctor Calico's army attempted to surround him, Xehanort annihilated them with one telekinetic push, completely shattering their ranks. He then summoned two Carnotaurs which sent Hopper's gang running in fear. As Hopper tried to escape, one of the Carnotaurs devoured him. Dooku then entered the fray and confronted the Mad Doctor's machine. Dooku unleashed a barrage of Force Lightning which critically damaged the machine, forcing the Mad Doctor to pull back. As one of the Carnotaurs confronted Dooku, he used a powerful Force Push to send debris down on the Carnotaur, killing it. Xehanort then confronted Dooku and the two engaged in a duel, with Dooku wielding his lightsaber and Xehanort wielding his Keyblade. After clashing for a bit, Xehanort fired a blast of dark energy, knocking him back. Xehnaort then departed as Dooku looked on in anger.

Emperor Sharga, the Sharkanian army, and the Evil Manta prepared for their strike on Atlantica using an immense ancient monster. Marina and Saleen discovered this and prepared for a final showdown with the Sharkanians. However, both sides were blissfully unaware that Ursula was planning on using this opportunity to reclaim the Atlantican throne for herself. Marina released her pet electric eels for the upcoming battle. The Evil Manta charged at Saleen and managed to knock her from her carriage. Saleen then rose up on a massive waterspout for the battle. Marina threw an ink pellet in Emperor Sharga's face, blinding him and allowing Saleen to fire a high pressure jet of water at Evil Manta, knocking him out of the fight. The Sharkanians then summoned their monster, which swiped at Saleen, knocking her a distance away and taking her out of the fight. It then threw a projectile at Marina, knocking her down. Marina's eels attempted to fight the monster but it crushed them under a rock. The Monster then proceeded to devastate Atlantica, destroying buildings and leaving the Atlantican civilian populace fearing for their lives. At that moment, Ursula swooped in, promising to destroy the creature if the Atlanticans made her their queen. They agreed to her terms. Ursula then cast a powerful spell which sealed the Monster away again. Marina, enraged at Ursula's treachery, attempted to attack her, but Ursula just turned her into a polyp. The Sharkanians, terrified by this display, retreated as Ursula at long last reclaimed the throne of Atlantica.

Jafar and Abis Mal approached Agrabah, eager to reclaim the city for the mad genie. As Phobos' forces charged Jafar, disguised as a dark horseman with his group of dark thieves, he enchanted the wall, causing large vines to block their path. Jafar then summoned Al-Muddy mud warriors to aid them. As Phobos' archers kept them at bay, more of his forces rolled a boulder onto them, knocking them out of the fight. Phobos' gargoyle creature then moved to attack Jafar, but it underestimated the genie who knocked it back with a sandstorm then turned the creature to stone. The gargoyle broke free as Cedric moved in to attack Jafar, but the genie conjured dragon heads from his hands, breathing fire at Cedric and destroying one of his hands. Phobos' archers then fired at Jafar, obscuring him in a cloud of smoke. Abis Mal thought his benefactor had fallen, but Jafar revealed himself unharmed. As Haroud Hazi Been tried to engage Jafar, his head was turned into a lamp. Jafar then turned Cedric into a harmless worm-like creature, removing him from the battle. Jafar then used his magic to disguise himself as Jasmine, hoping to exploit the chaos of battle to infiltrate Phobos' palace. Before the real Jasmine could interfere, Abis Mal kicked her, knocking her out. Jafar then departed in his Jasmine guise to face Phobos.

In New York, Mr. Khan gathered his remaining allies and launched a full-scale attack on the Xanatos Corp building, hoping to take it and remove the threat to his power over the criminal underworld. As Don Karnage approached in a giant battleship, Drakken activated an army of androids to defend the building. Karnage took out the anti-air defenses protecting the building, as Quackerjack, Bushroot, Liquidator, and Megavolt deployed for battle. They were opposed by Coyote and the cybernetic-enhanced Pack, but Thaliog arrived to back up the supervillains. Quackerjack unleashed some toy teeth to bite off Jackal's arm, but he was able to simply reattach it before punching out the clown. Coyote froze Liquidator solid, but at the same time Megavolt blasted Wolf with electricity. Hyena came to his defense, shooting Liquidator and Megavolt, seemingly killing them both. Coyote pushed Bushroot into a shredding machine, destroying much of his plant body, leaving only his head and a single worm-like root behind. When Don Karnage arrived to reinforce the four supervillains, Hyena fired on him, forcing him to duck behind cover. Thaliog tried to gun the Pack down with a powerful battle-rifle, but they overwhelmed him with their numbers. Just as it seemed Cruella and Drakken might fight off Khan's forces, a new contender approached: the alternate-universe Doofenschmirtz. Activating his portal machine, he brought his robot army in from his dimension and unleashed them on everyone present. Karnage's battleship, heavily damaged from both the Pack and Doofenschmirtz's robots, retreated, while Drakken and Cruella watched in horror as their own androids fell from the sky. In the confusion, Macbeth suddenly appeared and shot Drakken, apparently killing him. Cruella fled as Doofenschmirtz declared himself the victor, not knowing some Steel Clan gargoyles were fast approaching...

In England, Frollo arrived at the head of a French army ready to take back his territories from Grimhilde. Hun archers fired down on the Huntsclan and Foreign Legion soldiers, who returned fire, managing to drive the Huns back. Ratcliffe led an army of ogres into the fray, only to be pushed back by the French militia and Foreign Legion. Maleficent arrived on the scene, blasting a cliffside and causing a rockfall which killed several Huntsclan warriors. Mechanicles arrived, piloting a giant centipede robot, but taking a lesson from Maleficent, Ratcliffe trained his guns on the cliffs and buried the robot before it could attack. One of the segments suddenly sprang to life and attacked Captain Hook's pirates, but they fired a cannonball into its exhaust port, destroying it. As Frollo started breaking in the gates of Grimhilde's castle, Ratcliffe tried to take him down with a rifle, but McLeach came to Frollo's defense, just as Ratcliffe turned his weapon on Hook. Ratcliffe's attempted treachery was short lived, however, as Hook's pirates vengefully attacked him. Sarousch tried to lend his aid to Ratcliffe, but Shan Yu seized him and slit his throat. More of Mechanicles' centipede segments attacked, but Igthorn's ogres managed to destroy them. The centipede's head, with Mechanicles himself inside, rose from the rubble, sprouted wings, and attacked the ogres before shooting down Igthorn himself. Maleficent decided to end the battle, summoning a rain of fire that decimated the French and English troops, causing Shan Yu and Mechanicles to flee, though Mechanicles' craft had been damaged and crash-landed in the wilderness. At that moment, the Horned King's Cauldron Born arrived, driving Pete and the rest of the armies from the battlefield. Frollo managed to hack his way through the gates, going to confront his enemies alone. He failed to see Captain Hook, who had survived Ratcliffe's attack, coming after him...

One War Ends, Another Begins
As the battle for England reached its fever pitch, Frollo searched the castle for Queen Grimhilde and Prince John, determined to end the war single-handedly. The Sheriff of Nottingham, seeking to defend his master, chased after Frollo with a torch, knocking him to the ground. Frollo brought out his sword as Captain Hook caught up to the two. Meanwhile, higher up in the castle, John and Grimhilde turned on Maleficent, angered at how she had killed their own forces just as readily as Frollo's. As the castle was engulfed in flames, Frollo and the Sheriff dueled, with Frollo gaining the upper hand and knocking the wolf off his feet before continuing upwards. As Maleficent faced the betrayal of her allies, she used her magic to transform Grimhilde back into her hag form for real, just as Frollo burst into the room, quickly followed by Hook. John sent his guardsmen to seize Maleficent, but she transformed herself into her dragon form. As Frollo and Hook's duel took them out onto the balcony, Maleficent attacked and slew John, devouring him whole. As Maleficent breathed fire throughout the chamber, accelerating the inferno already burning below, Grimhilde searched through one of her spellbooks for a spell that could defeat Maleficent. As Frollo prepared to strike Hook a final blow, Grimhilde found the spell and began casting it, knocking Frollo off his perch atop a gargoyle. In his madness, Frollo believed the gargoyle had come to life, and the castle exploded in a torrent of fire and magic, apparently killing everyone inside.

On the highest peak of the Keyblade Graveyard, just underneath Kingdom Hearts, Zurg and the Mad Doctor squared off with one another, each eager to claim the portal's secrets for their own. Zurg initially found himself outmatched by the Mad Doctor's battle-mech, but managed to recover and fired on it with his arm cannon. The mech was knocked off balance and teetered on the edge of the cliff, but before Zurg could finish him off, Master Xehanort teleported in. Easily blocking Zurg's shots with a force field, he returned fire with magic from his Keyblade. The Mad Doctor climbed from the wreckage of his mech, his human visage entirely gone, exposing his robotic form underneath. Tackling Zurg, he shoved him from the cliff to his apparent demise. Xehenort blasted the Doctor in the face with a magic blast, but he managed to recover. Just then, one of Xehenort's cloaked allies stepped in and fired his own magic at the Doctor, knocking him from the cliff as well. With the way clear, Xehenort stepped into Kingdom Hearts and ascended to a higher plane of existence.

With Khan and Drakken's forces on the run, the alternate Doofenschmirtz and his robot army claimed New York, declaring the dimension under their control. However, he had not counted on Xanatos and his Steel Clan robots arriving to reclaim his empire. Using his Steel Clan battlesuit, Xanatos managed to destroy many of Doofenschmirtz's robots, but saw he would never be able to defeat them all if he couldn't close the portal to Doofenschmirtz's dimension. Picking up a car, one of the robots hurled it one of the Steel Clan, knocking it from the sky. As another of his robots fell to enemy fire, Xanatos managed to destroy the portal's control projector, causing Doofenschmirtz's robots to depower and fall from the skies. As the portal began to close, the alternate Doofenschmirtz retreated back to his own dimension, leaving the original Doofenschmirtz to his fate. Victorious, Xanatos departed to reclaim his company.

Disguised as Jasmine, Jafar entered Phobos' throne room before revealing himself, to Phobos' shock and horror. Jafar fired a blast from his snake staff, but Phobos managed to put up a shield just in time. Jafar then summoned a Minotaur to aid him but Phobos blasted it with his magic, reducing it to dust. Phobos, seeking to even the odds, summoned a multi-headed dragon to fight Jafar. With a fearsome barrage of spells, Jafar managed to destroy the monster before turning his attention back to Phobos. Countering Phobos' spells with his own, Jafar caused the sorcerer's magic to turn back on him, imprisoning him in an energy cage. Seeing their master had been defeated, Cedric and Phobos' remaining minions tried to flee, but Jafar annihilated them with his magic.

Back in England, with Frollo having disappeared, the Hunstman followed Phobos' directions to the resting place of the Huntsclan ancestors, having found and recruited El Capitan to his side. However, as the Huntsman began the ritual to revive the ancestors, Mozenrath and Lady Tremaine arrived on the scene, alerted to his presence by the Horned King. Seeking to remove this last obstacle to the King's power, they arrived too late to prevent the Huntsclan ancestors from being awoken. Mozenrath summoned a group of Mamluke demons to attack, but the Huntsclan used their magic to destroy them instead. Deciding to take matters into their own hands, Mozenrath and Tremaine attacked the Huntsclan, turning them back into inert corpses. Mozenrath even shot the Huntsgirl in the leg, but his wild shots began to bring down the tomb. El Capitan fled, and seeing the battle was lost and the ancestors fallen, the Huntsman took the Huntsgirl and teleported away, leaving Mozenrath and Tremaine to stew in anger.

Horvath finally completed the ritual to restore Morgana le Fay to life just as Master Org arrived, eager to destroy the Morganian leadership once and for all. Ambushing his ancient enemy, Master Org began turning her to stone, but Horvath disrupted his spell and managed to release his mistress. Transforming into a more monstrous form, Master Org unleashed his true power on Horvath, apparently killing him. He turned his attention to Morgana, but she evaded all his attacks, having taken an incorporeal form. Unleashing her own magic, Morgana appeared to annihilate Master Org, but he soon returned, growing into a giant. Striking the streetlights near Morgana, he disrupted her form with the electricity before firing a final spell that destroyed her once again.

Alone and having lost everything, Cruella de Ville wandered the streets until she encountered Emperor Zurg, who had been returned to the Animated Universe by Kingdom Hearts. Using his Unimind device, Zurg destroyed Cruella's car, reducing it to its bare chasis. Cruella tried to attack Zurg, but he easily knocked her aside into a garbage can. He then revealed his new power: controlling dimensional energy, using it to transport Cruella away to parts unknown.

In the depths of the Underworld, Facilier, Narissa, and Hoagy arrived ready for a final showdown with Hades, only to find their mortal enemy a shell of his former self, completely under Mirage's control. Not wanting vengeance on this pathetic shadow of Hades, Facilier and Narissa instead confronted Mirage, who blasted Hoagy into a wall for defying her. Mirage summoned a horde of demons to dispose of Facilier and Narissa, who transformed into a dragon to deal with the threat. While Narissa distracted the demons, Facilier summoned the Friends on the Other Side to devour their spirits, destroying them. Furious, Mirage blasted Narissa with lightning, but in her rage she destroyed the magic crystal that allowed her to dominate Hades' will. Freed from Mirage's control, Hades angrily turned on his former "ally", but she teleported away before he could attack her.

With their leaders gone and their armies in complete disarray, both France and England lay in ruins. In this state, they were easy pickings for the Horned King, who declared himself master of the world, sending his Cauldron Born out to secure his new empire. Beneath the seas, Ursula returned to her throne and, with the Trident in hand, ensured that her rule was unchallenged. Back in New York, Xanatos returned home at long last, welcomed back by the faithful Owen.

In the Live-Action Universe, with the Morganians almost completely destroyed, Master Org declared that the Age of the Orgs had begun, unleashing his minions and laying claim to the world. Back in Agrabah, Jafar returned to his "rightful" throne, reducing Jasmine, the last remaining member of Phobos' army, to his personal slave. In the CGI Universe, the Mad Doctor found himself alone, reduced to his bare robotic skeleton. Exhausted from losing two wars, he vowed to reform and put right all his deeds. Meanwhile, Count Dooku contacted his mysterious master to tell him of their losses. Despite this, Dooku's master believed it was only a matter of time before the war turned in their favor.

Back on Forbidden Mountain, Pete declared himself master of Maleficent's remaining followers. Although most of the common soldiers gave him their loyalty, the others turned away, not trusting Pete to be a good leader. In the Underworld, Hades, owing his freedom to Facilier, agreed to cease hostilities with him and Narissa until he could exact vengeance on Mirage.

In Agrabah's prisons, Phobos was visited by a mysterious cloaked woman, who announced that the true war was just beginning...

Events of the Third War
The Horned King declared himself complete ruler of Europe, having successfully united the several small lands as Rothbart declared his loyalty to the Horned King. Lady Tremaine and the Horned King then both announced that they would be executing Princess Azula for defying the Horned King. With this news, Rothbart departed. As the Horned King debated with Mozenwrath and Lady Tremaine, Mozenwrath stated that all resistance to the Horned King's rule had been wiped out but Lady Tremaine pointed out that Ratcliffe was now leading a resistance and also reminded the two of the followers of the Great Evil. The Horned King then revealed that he was most disturbed that Frollo and Grimhilde were not found in the ruins of the castle and he wanted to know where they disappeared to. As Mozenwrath mocked the Horned King for fearing dead people, the Horned King angirily stated that he would make him sit in front at the execution so that he could learn the meaning of fear. The Horned King then executed Azula.

Meanwhile in the Underworld, Hades tried to pry the location of Maleficent if she wasn't dead. On the advice of Facilier, he traveled to the CGI realm hoping to find her there while he left the underworld in his care.

Having successfully crossed between realms, Hades found out that someone was waiting for him right there. The stranger brought in the Spellican to test Hades's abilities. At first, Hades, thinking he was an easy opponent, sent his loyal dog, Cerberus, to deal with the creature, only to be blasted by a thunder-spell of the Dream Eater. After the death of the Guard of the Underworld, Spellican acted quickly by casting a spell at Hades. This spell, not only didn't kill the god, but it boosted Hades's powers instead. Risking nothing else, the Dream Eater attempted to flee the battlefield, only to be killed by Hades's god powers in his ander for losing his beloved dog. Having deemed Hades worthy, the stranger revealed his true identity to him: Young Xehanort.

Having left the Dimensionator open in hopes that his evil counterpart would return, Doof suddenly found himself with an unwanted visitor from another dimension, Evil Buzz. Evil Buzz knocked Doof back with a shot from his laser pistol. Doof the used one of his inators to fuse himself with Norm. He then proceeded to fire countless blasts at the evil space ranger. Evil Buzz then tried to engage in hand to hand combat but found difficulty fighting the cyborg. He then took out a large blaster and blasted off one of Doof's and Norm's arms. As he tried to flee, Evil Buzz threw a robotic arm at Doof, knocking him down. Doof then accidently activated his inator, making it go haywire and merged Doof and Norm with the refrigerator. Evil Buzz then fired his missile launcher, destroying Doofenschmirtz Evil Inc. and killing Doof with it as Evil Buzz laughed manaically.

Having recieved word from her newest royal advisor, Nizam, that a dangerous sorceress, Cora, had appeared in her land, the Queen of Hearts marshalled her host along with the JubJub bird. The Queen sent her JubJub bird after Cora but she stunned it with her magic and killed it by dropping a large rock on it's head. Having become terrified by Cora's power, the Queen's army deserted her as Cora claimed the throne for herself.

The Org forces sought to rout out any trace of the Morganians, the Tire Org got hot on the trail of Horvath and tracked him down. The Tire Org fired a last of energy that sent Horvath flying back but, at that moment, Captain Hook appeared, having been sent to the live action universe by the Evil Queen's spell and decided to assist Horvath. The Tire Org then called in more Org troops to assist him. Horvath threw a knife at one of the Orgs while Hook slashed another with his sword. While the pirate continued to clash blades with the Org minions, Horvath faced off aganist the Tire Org again. The Tire Org fired another energy blast that knocked him down again but Horvath retaliated with a telekinetic strike that knocked the Tire Org down. As the Tire Org prepared for another attack, Hook quickly cut his sceptre in half, halting the attack. Horvath then took advantage of the opportunity and fired a massive amount of lightning at the Tire Org, killing him. Horvath and Hook then decided to join forces.

At Castle Dunwyn, Ratcliffe rallied the opposition aganist the Horned King whcih included new faces, old faces and old enemies of him. The opposition consisted of Ratcliffe, Wiggins, Lt Colonel Staquit, Monkey Fist and Duke Igthorn.

The Mad Doctor meanwhile tried to convince more villains to reform only to be told that he might not be able to change himself at all.

In the Agrabah prison a sudden break out happened as the mysterious Nerissa broke out the shapeshifter Miranda. However, they both left Phobos behind in the prison.

The Seekers recieved word that someone had arrived in their realm and they needed to insure he didn't get hurt.

Knowing that after his last venture he might have raised the ire of the Sith, Calico defended his new base with the most superb defenses at hand. Count Dooku then sent Asajj Ventress to assasinate Calico so as to prove herself worthy of being his apprentice. Ventress managed to sneak into Calico's base but was confronted by his security guards. She then drew her twin lightsabers and hacked through them. She then cut through the ceiling into Calico's main room. Calico had his guards shoot at her but she just deflected the blasts with her lightsabers then force puushed Calico down. Ventress then brought in a squad of super battle droids that started to cause havoc throughout the base. Ventress then force pushed through a portion of the ceiling that sent molten metal raining down on Calico, killing him.

Having released the Tracker from his prison to hunt him for fun, The Mukthar suddenly found his game interrupted by Nerissa. Nerissa fired a blast of her magic at The Mukthar, knocking him down. The Mukthar then unveiled a chest and released several clam like creatures to attack the sorceress but she simply used her magic to turn them aganist each other, making them eat one another. Nerissa then fired another blast at The Mukthar, knocking him into the sand. She then used her magic to trap The Mukthar in a jail cell, to his dismay. She then made the Tracker pledge his loyalty to her.

Having successfully pried the world into the hands of the Orgs, the Master Org celebrated his victory but found his celebration cancelled by the arrival of the Ten Terrors. He might have been near invincible but these ten individuals were the very top generals of the Great Evil. The Master Org breathed a blast of fire at the Terrors but it didn't faze them. One of the Terrors fired a blast so powerful, it almost reverted the Master Org from his transformed state. Another Terror then turned the Master Org into a giant ball of Org goo which another Terror then splattered all over the place. As the Ten Terrors celebrated their victory, the Master Org revealed he was still not truly dead.

Seeking to renew his attacks on the hand drawn realm, Zurg sought out Shego, his most trusted ally who had been imprisoned since the last war. However, Agent Grizlikoff wasn't too keen on releasing her. Zurg sent his Hornets to attack the prison but Grizlikoff activated his defenses, sending rocks firing out at the Hornets, destroying them. Grizlikoff then entered the fray himself. As more of Zurg's Hornets attempted to fire on him, he activated a remote machine gun which destroyed them. Zurg then activated his booster jets and took to the skies. Grizlikoff tried firing at him with his remote guns but Zurg dodged all of the shots. As Grizlikoff got more frustrated he started to use more and more powerful guns. But, at that moment, Shego managed to generate enough power to blast free of her bindings. Zurg then fired his arm cannon at an anvil, knocking it on Grizlikoff's head, stunning him. As Grizlikoff tried attacking again Shego fired her signature blasts at him, knocking him out. Zurg and Shego then departed.

Having managed to successfully cross realms into the hand drawn dimension as well as well, Master Xehanort took the form of the Archmage X and sought to free the real Archmage from the Underworld. But he came into conflict with Narissa who wasn't willing to let the Archmage go. She transformed into a dragon to fight him. The Archmage X conjured up another version of himself made out of sand and clay. This sand Archmage threw a projectile at Narissa, knocking her down. She then breathed a burst of fire, knocking the sand Archmage down but he quickly recovered. He then conjured a cage around Narissa but shw broke her with a swing of her tail. She charged at the sand Archmage but he shoved her back, knocking her into a rocky cliff. He then fired an immensely powerful magical blast at Narissa, killing her. The Archmage X then proceeded to rescue the Archmage. Facilier arrived too late to stop these events and was horrified to find Narissa dead. Meanwhile, the Archmage X teleported the Archmage out of the Underworld.

Having successfully shown Young Xehanort his strength, Hades was given the revived Xemnas as an ally but Hades was not happy about this alliance.

Hook introduced Horvath to his mistress, Maleficent having also been transported to the live action realm by the Evil Queen's curse and was in need of help to seize control of this realm and Horvath was willling to help.

Evil Buzz sought out the hideout of the Saurian warlord Dragaunus forcing him into an alliance and forcing him to seek out reinforcements. The Overlord did have some ideas in mind.

Lock, Shock and Barrel took the opportunity of the Mad Doc's sudden change of heart to revive their old master.

Meanwhile the Archmages met up with Ursula since they would need her help in their schemes.

Razoul informed Jafar and Abis Mal about the Mukthar and the prison break and told Abis Mal to use his last wish to negate this. Jafar however told them there might be another way.

Vanitas and Necrolai used the Rising spell on an old abandoned Mansion they made their base of activities and the newly revived Ramsley was willing to help them in their quest.

Meanwhile in space, Darth Vader was awakened for the upcoming war.

Narnia celebrated the crowning of its new queen. A new age of darkness fell for the country as Regina took the throne.

Gargoyle having survived his run in with Jafar was visited by Nerissa who seemed to need his strength just as well.

At Xanatos Corp, Khan was made to answer for crimes against Xanatos and needed to clean up his mess lest the cops get on his tail.

At an unspecified location, the younger form of Xehanort inspected the Seekers' prize target and informed him that he had made his heart a prison through his actions.

In Wonderland, the new Queen gathered her allies including Nizam, Kalabar and Blackbeard for her coronation. Cora immediately wished to mobilize all of Wonderland.

At the old lab, Yzma was greeted by Mozenwrath with a plan to backstab the Horned King and Lady Tremaine.

With a united Narnia and a mobilizing Wonderland, Oz was still divided between it's rulers. Reason enough that Evanora wanted to unite the country and mobilize it just as well. The Nome King however had other plans and was not firendly at someone who wished to get his lands. As Barbossa joined up with Evanora, she decided to attack the Nome King. As Princess Mombi warned the Nome King that Evanora was heading towards them, he revealed that he already knew and boasted that he knew everything and that Evanora would soon be dealt with. Evanora arrived and fired a blast of lightning at the King. Angered, the King transformed into his giant rock monster form as Evanora took to the air. As he reached for her, Evanora dodged his hand and killed the Nome King with a massive burst of lightning as Mombi looked on in horror.

At Phobos's old fortress, the Huntsman sought an artifact that would grant him the power to make a wish. But Phobos had left some security behind, Frost. Frost mounted his war rhinoceros and charged at the Huntsman and knocked him down with his whip. As Frost threatened to crush the Huntsman into slime, Huntsclan members 88 and 89 trembled in fear as the Huntsman ordered them to seize Frost. As Frost came around for another pass, Rose ordered 88 and 89 to attack and one one of them managed to fire a blast from his staff that knocked the whip out of Frost's hands. As frost moved towards the hapless 88 and 89, Rose jumped in to assist them. But the Huntsman then stated that the skull would be his and launched a powerful blast of magic that knocked Frost away in a large twister. The Huntsman and Rose then claimed the crystal skull but as they celebrated their victory, Frost managed to escape, much to the Huntsman's fury.

Ian Mercer visited the beggar Rumpelstiltskin, wanting to take his son away to be a soldier in the war. Desperate, Rumpel visited Tia Dalma and begged for her help in defeating Mercer. She agreed and granted him unimaginable power but at the cost of turning him into the Dark One. The next day, as Mercer was preparing his ship for departure, Rumpel arrived to take his son back. Mercer shot him in the chest but Rumpel revealed it would take more than that to kill him. Rumpelstiltskin then used his new powers to conjure up tentacles which tore Mercer's brain apart, killing him. Baelfire then looked in horror at what his father had become.

At the Forbidden Mountain, Pete was paying less attention to warfare and more attention to parties and slacking off on the job. Seeing himself as a better protector of Maleficent's fortress, Shan Yu and his troops attacked. Shan Yu's and Pete's forces battled it out with Shan Yu's archer dazing a few of Pete's weasels with a single shot. As more of Pete's forces tried to attack, Shan Yu's men sent a chandelier down on them. Pete then pulled the rug out from under Shan Yu's feet, knocking him off his feet. The two started to clash swords but Shan Yu started to gain the upper hand. At that moment, more of Pete's weasels arrived to aid him. Shan Yu was also shocked to see that Maleficent's goons had sided with Pete as well. Seeing he was outnumbered, Shan Yu and his forces retreated.

To further their plans, Xemnas sought out machinery that might help Hades in his war efforts. But Lock, Shock and Barrel were there in the Mad Doctor's old lab and unveiled two of his old experiments: The Experiment and the Blotworx Dragon to deal with the nobody. Xemnas fired a blast of energy that destroyed The Experiment. At that moment, the Dragon sneezed from behind and attacked the hooded figure, leaving him unconscious for a limited time. Just as the Dragon was laughing at the supposed defeat of the nobody, Xemnas blasted an electric orb into a cliff above the Dragon, dropping its boulder to the Dragon's metal head, leaving the beast to collapse in the area, much to the Mad Doctor's horror. Xemnas then fled at that moment.

With the lack of Zurg in space, the Skeleton King took pride in total space supremacy. Nos4a2 arrived to challenge his right hand man, the Mandarin and informed him that Zurg was back in action. Mandarin managed to damage Nos with a blast from his mouth. Nos then sent some undead space rangers to deal with Mandarin. Mandarin managed to dispatch then all with energy blasts. Nos then fired a blast of his own at the Mandarin but he dodged it. But Nos then hit a panel that sealed all the doors. He then devoured the power core of the ship then departed, leaving Mandarin stranded in space. This made the Skeleton King realize he needed to spring into action.