Disney vs Marvel Villains

A spin-off tournament created by GAvillain

Rounds so far: 17

Match-Ups

Part One
Round 1:
 * 1) Hades vs Loki
 * 2) Frollo vs Doctor Doom
 * 3) Jafar vs Mandarin
 * 4) Clayton vs Kraven the Hunter
 * 5) Ursula vs Attuma

Round 2:
 * 1) Evil Queen vs Electro
 * 2) Maleficent vs Enchantress
 * 3) Sykes vs Kingpin and Shocker
 * 4) Scar vs Red Skull
 * 5) Jafar vs Nicholas Scratch

Round 3:
 * 1) Governor Ratcliffe vs Baron Zemo
 * 2) Pete vs Rhino
 * 3) Mace Malone vs Tombstone
 * 4) Coyote vs Ultron
 * 5) Jafar vs Mesmero

Round 4:
 * 1) Doctor Octopus vs Sevarius
 * 2) Gaston vs Madame Mask
 * 3) The Green Goblin vs Xanatos
 * 4) Frollo vs Venom
 * 5) Jafar vs Magneto

Round 5:
 * 1) Zurg vs Galactus
 * 2) Demona vs Mystique
 * 3) Queen Narissa vs Shocker and Whiplash
 * 4) Dr. Facilier vs Madame Mask
 * 5) Ursula vs Venom II
 * 6) Jackal Beast vs Manwolf

Round 6:
 * 1) Morbius vs The Witches of Morva
 * 2) Hobgoblin vs Nathaniel
 * 3) Tombstone vs Pete
 * 4) Hades vs Wonderman
 * 5) Maleficent Dragon vs Phoenix

Round 7:
 * 1) Maleficent and Pete vs Silver Sable
 * 2) The Headless Horseman vs Deadpool
 * 3) Rourke vs Red Skull (also featuring Mercenaries)
 * 4) Ursula vs Abomination
 * 5) Archmage vs Loki
 * 6) The Horned King vs Morbius

Round 8:
 * 1) Maleficent and Pete vs Mysterio
 * 2) Frollo and Ratcliffe vs Scorpion
 * 3) Ursula vs Doctor Octopus and Electro
 * 4) Huntsman vs Fin Fang Foom (also featuring Huntsgirl and Huntsclan)
 * 5) Shan Yu vs Mandarin (also featuring the Hun Army and Hayabusa the Falcon)
 * 6) Horned King vs Magneto (also featuring Gwythaints, Creeper, The Horned King's men, the Cauldron Born and Queen Grimhilde)

Round 9:
 * 1) The Sorcerer Society vs Masters of Evil (Featuring Yzma, Mozenrath, Madam Mim, Ayam Aghoul, Enchantress, Executioner, Baron Zemo, Abomination, Crimson Dynamo, and Wonder Man)
 * 2) Demona vs MODOK
 * 3) Captain Hook and Avalanche vs Malekith
 * 4) The Pack vs The Sinister Six (Featuring Doctor Octopus, Electro, Vulture, Mysterio, Kraven, Shocker, Wolf, Jackal, Hyena, Dingo, and Coyote)
 * 5) Hades and Doubt vs Dormammu and Venom
 * 6) Negaduck vs Green Goblin

{C Round 10:
 * 1) Doctor Facilier vs Gambit
 * 2) Lady Tremaine vs Mr. Sinister
 * 3) Foulfellow vs Green Goblin II
 * 4) Horace and Jasper vs Molten Man
 * 5) The Fearsome Five vs The Goon Squad (Featuring Negaduck, Megavolt, Liquidator, Bushroot, Quackerjack, Whiplash, Grey Gargoyle, Whirlwind, Living Laser, Dreadknight, Hypnotia, and Blizzard)
 * 6) Negaduck vs Hobgoblin

{C Round 11:
 * 1) Frontal Assault (Featuring The Nazis, The Letzte Batallion, Mercenaries, HYDRA, HYDRA Soldiers, HYDRA Octopus Robot (Cameo), Black Widow/Natalia Romanova (Cameo), Madame Viper (Cameo), Ratcliffe, Ratcliffe's Army and Mandarin)
 * 2) Decoy Sneak Attack (Featuring Warp Darkmatter, Chameleon, Zurg, Hornets, Red Skull, Red Skull's Mercenaries, and Lizard)
 * 3) Frollo vs Doctor Doom (Rematch)
 * 4) Madame Medusa vs Kingpin
 * 5) Zurg vs Doctor Doom

{C Round 12:
 * 1) Coyote 2.0 vs Ultron
 * 2) Demona vs Enchantress (Featuring MacBeth)
 * 3) Xanatos vs Ultron and Baron Mordo (Featuring Fox, Alexander Xanatos and Thailog Shock Troops)
 * 4) Pain and Panic vs Mandarin
 * 5) Hades vs Malekith
 * 6) Maleficent vs Magneto (Featuring Headless Horseman and Avalanche)
 * 7) Forces of The Evil Queen vs Forces of Loki (Featuring Evil Queen, Evil Queen's forces, Gwythaints, Cruella, Lady Tremaine, Drizella Tremaine, The King's Guards, The Horned King's Barbarian Guards, Gwythaints,  Canmore, Canmore's Soldiers, Loki, Asgardians Soldiers, Ulik, Frost Giants, Fenrir Wolves  Enachntress, Exectioner, and Dr. Doom)

Round 13:


 * 1. The Attack on the Forbidden Mountains Part One (Featuring Maleficent, Maleficent's Goons, Hades, Narissa (transformed into Cromm-Cruach), Pete, Pain, Panic, Loki, Doctor Doom, Enchantress, Executioner, Baron Mordo, Ultron, and Iron Avengers)


 * 2. Attack on the Forbidden Mountains Part Two (Featuring Maleficent, Diablo, Dr. Doom, Avalance, Chernabog, Dragon Maleficent, Galactus, and Mickey Mouse)

Background Battles (Two rounds that focused on aspects of the first part of the series that needed more detail.)

Round 1:
 * 1) The Queen of Hearts vs Red Skull
 * 2) Scar and Zira vs The Wendigo
 * 3) Demona vs The Brotherhood of Mutants
 * 4) Scar vs Kraven the Hunter
 * 5) McLeach vs Venom
 * 6) Anansi vs Kraven the Hunter
 * 7) Demona vs The Sentinel

Round 2:
 * 1) The Forces of Maleficent vs Baron Strucker (featuring Hades, Ursula, Captain Hook, Baron Strucker, Grim Reaper, Hydra Soldiers, and HYDRA Dreadnought)
 * 2) Chang vs The Green Goblin
 * 3) The Assassin vs The MRD (featuring Colonel Moss)
 * 4) Zira and Nuka vs Sabretooth
 * 5) Demona vs The Master Mold
 * 6) The Forces of Scar vs The Forces of Kraven (Featuring Scar, Zira, Zira's Lions, Yzma, Kraven, Sabretooth, Calypso, Lady Waltham, and Owen)

Second Part:
Round 1:
 * 1) Klang vs Sandman
 * 2) Hades vs Hela
 * 3) The Black Widow vs The Quarrymen
 * 4) The Heed vs The Skrull
 * 5) Maleficent's Remnants vs Avalanche
 * 6) Negaduck vs Carnage

Round 2:
 * 1) Count Rokoff and McLeach vs Sauron
 * 2) Thailog vs The Spider-Slayer
 * 3) Duff Killigan vs Doctor Octopus
 * 4) Mozenrath vs Fin Fang Foom
 * 5) Jafar vs Omega Red
 * 6) Hades vs Dark Hulk
 * 7) Lady Waltham and Owen Vs Ultron

Round 3:
 * 1) Abis Mal vs Mesmero
 * 2) The Pack vs The Marauders (Featuring Coyote, Wolf, Hyena, Jackal, Vertigo, Harpoon, Arclight, and Blockbuster)
 * 3) NOS-4-A2 vs Super-Skrull
 * 4) Sarousch and Sa'Luk vs Ringmaster and Swordsman
 * 5) Xemnas vs Kingpin
 * 6) Drakken and Shego vs Smythe
 * 7) Dragunus vs Annihilus
 * 8) Evil Queen (as Regina) and Cruella vs Blackheart

Round 4:
 * 1) The Sorcerer Society vs Salem's Seven (Featuring Mozenrath, Yzma, Mim, Ayam Aghoul's Shadow, and Salem's Seven)
 * 2) The Huntsman vs The Demon
 * 3) Judge Doom vs Doctor Doom
 * 4) Syndrome vs The Shocker
 * 5) Doctor Facilier vs Puppet Master
 * 6) Klang vs General Ross
 * 7) Necrolai and Clawbster vs The Hidden
 * 8) Frollo vs Archangel

Round 5:
 * 1) Koragg vs Loki
 * 2) Drakken vs Arnim Zola
 * 3) Zira vs Red Ghost (featuring Mandrill and Mikhlo)
 * 4) The Quarrymen vs The Masters of Evil (Featuring John Castaway, the Quarrymen, Baron Helmut Zemo, Absorbing Man, Tiger Shark, Whirlwind, Boomerang, Cardinal, and Moonstone.)
 * 5) The Weird Sisters vs Baron Mordo
 * 6) Hades' Forces vs Enchantress and the Frightful Four (Featuring Shan-Yu, Morgana, the Queen of Hearts, Zurg, Archmage, Enchantress, Executioner, Wizard, Klaw, Trapster, and Dragon Man.)
 * 7) Echidna and her Children vs Red Hulk (Featuring Echidna, The Cyclops, Chimera, Ladon, Gegenius, Nemean Lion, and Red Hulk.)

Round 6:
 * 1) Kalabar vs Laufey
 * 2) Cruella vs Bullseye
 * 3) MacBeth vs Kang the Conqueror
 * 4) Klang vs Klaw
 * 5) The Chameleon (disguised as Cruella) vs Hammerhead
 * 6) The White Witch vs Red Skull
 * 7) NOS-4-A2 and Dragaunus vs Ronan the Accuser
 * 8) Maleficent vs Enchantress
 * 9) Hades and Demona vs Loki (as The Destroyer) and Doctor Doom (also featuring Cerberus)

Round 7:
 * 1) Mother Gothel vs. Shikata
 * 2) Saraoush vs. Mesmero
 * 3) Shego and Senor Senior Jr. vs. Klaw
 * 4) King Duncan vs. Omega Red
 * 5) Lt. Helga Sinclair and McLeach vs. Vision
 * 6) Dr Facilier vs. Gambit (Re-Match)
 * 7) Oogie Boogie vs. Doctor Doom and Sergei
 * 8) The Evil Queen vs. Loki
 * 9) Hades and Maleficent vs. Thanos

Round 8:
 * 1) Barbossa vs. Red Skull
 * 2) Ursula vs. Avalanche
 * 3) The Sanderson Sisters vs. Abigor
 * 4) Jafar and Lady Tremaine vs. Mysterio
 * 5) Rumpelstiltskin vs. The Lizard
 * 6) The Redemption Squad vs. AIM (Featuring Lady Waltham, Hobson, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Jon Canmore, Ultron, AIM and Xanatos)

Round 9: Round 9.5
 * 1) Prologue
 * 2) Zuse and the Huntsman vs. Loki and Blackheart
 * 3) Drakken's Forces vs. Dr Octopus
 * 4) Senor Senior Sr and Senor Senior Jr vs. Smythe
 * 5) Madame Medusa vs. Scarlet Witch
 * 6) Kal vs. Wallow
 * 7) Demona and Macbeth vs. Miriam the Vampire Queen
 * 8) Zira (as Queen La) and Irmaplotz vs. Diablo
 * 9) Gaston vs. Avalanche-Venom
 * 10) Forces of NOS-4-A2 vs. Forces of Thanos (Featuring NOS-4-A2, The Saurians: (Dragaunus, Wraith, Siege, Chameleon (Saurian), and Hunter Drones), Thanos, Herr Kleiser, and The Chitauri)
 * 11) Frollo and Zurg vs. Dr. Doom

1. Lady Tremaine vs Venom

Round 10: Round 11: Round 12: Round 13:
 * 1) Battle of New York (Part One) (Featuring Loki, Doctor Doom, Bullseye, Blackheart, Laufey, The Destroyer, The Chitauri, Regina, Cruella, Kal, The Sanderson Sisters, Koragg, Catastros, Necrolai, Hidiacs, Styxoids, and The White Witch's Army)
 * 2) Battle of the Bayou (Featuring Madame Medusa, Doctor Faciller, Ayam Aghoul, BellaDonna, Assassins Guild, and X-Ternal)
 * 3) Battle of the Eyrie Building (Featuring Ultron, Xanatos Program, Vision, Synthezoid Avengers, Xanatos, Steel Clan, Lady Waltham, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Jon Canmore, and Owen/Puck)
 * 4) Battle of New York City (Part Two) (Featuring Loki, Dr. Doom, Regina, The Sanderson Sisters and Necrolai)
 * 1) Battle of New Salem (Featuring Huntsman, Huntsgirl, Huntsclan, Queen La (Zira), Irmaplotz, The Mukhtar, Saurus, Al Muddy, Absorbing Man, Tiger Shark, Moonstone, Boomerang, Whirlwind, Cardinal, Dragonfly, Ymir and Frost Giants)
 * 2) Battle of the Land of Black Sands (Featuring Mozenrath, Xerxes, Mamluks, Yzma, Madame Mim, Ayam Aghoul, Khartoum, Loki, Doctor Doom, Baron Zemo, The Destroyer, Frost Giants and Kronk)
 * 3) Battle of New York (CGI) (Featuring Kingpin, Shocker, Sergei, Syndrome, Omnidroid, Oogie Boogie and Mother Gothel)
 * 4) Battle of Egypt (Featuring Apocalypse, Mesmero, Mr. Sinister, Archangel, Omega Red, Red Hulk, Vertigo, Arclight, Blockbuster, Death, War, Famine, Pestilence, Jafar, Jafar's Horse, Frollo, Frollo's Soldiers, Sa'Luk, Lady Tremaine, Drizella, Monkey Fist, Yono, Stone Gorilla, Monkey Ninja Army, Mcleach, Joanna, Helga, and King Duncan)
 * 1) RoboDuff and Shego vs Hammerhead
 * 2) Battle of Avalon: The Beach (Featuring Baron Mordo, Mysterio, Enchantress, Fire Demons, Avalanche and Archmage)
 * 3) Thailog and Chameleon vs Dracon vs Doc Ock
 * 4) Battle of Avalon: The Orchard (Featuring Baron Mordo,, Mysterio, Demona, Morgana, Weird Sisters, MacBeth, Maleficent and Diablo (as Raven))
 * 5) Xanatos and Kingpin vs Smythe and Feral Mickey (Featuring Chernabog)
 * 6) Battle of Avalon: The Castle I (Featuring Ursula, Pete, Hades, Maleficent, Shan-Yu, Diablo/Raven, Weird Sisters, Archmage, Baron Mordo, Baron Mordo's Demons, Mysterio, Enchantress and Avalanche-Venom)
 * 7) Zurg and the Queen of Hearts vs Spider-Carnage
 * 8) Battle of Avalon: The Castle II
 * 9) Hades and Maleficent vs Dormammu
 * 1) Jafar vs Apocalypse
 * 2) Headless Horseman and Mephisto vs Ramsley and Blackheart
 * 3) Morgana vs Hela (Featuring Ursula and Annihilus)
 * 4) Thailog vs the Dark Avengers (Featuring Ms. Marvel, Hawkeye, Wolverine, Spider Man, and Iron Patriot)
 * 5) The Archmage vs Thanos
 * 6) Chernabog(in form of Minotaur) vs Avalanche-Venom
 * 7) Hades and Maleficent vs Loki and Dr. Doom

Part Three
Round 1:
 * 1) Prologue
 * 2) Vanitas vs the Mandarin (as Gene Khan)
 * 3) Ursula and Hecate vs Hela
 * 4) Prince Phobos vs Graviton
 * 5) Imperious vs Malekith
 * 6) Evil Emperor Zurg vs Kang the Conqueror
 * 7) Redemption Squad vs the Dark Avengers (Featuring Xanatos, Demona, Lady Waltham, Hobson, Dingo, Doctor Vile, Crab Mutant Minions, Yama, Fang, Jason Canmore, Robyn Canmore, Ms. Marvel, Hawkeye, Wolverine, Spider Man, and Iron Patriot)
 * 8) Peter Pan vs Loki
 * 9) Epilogue
 * 10) Regina and Cruella

Alternate One Part:
https://m.youtube.com/watch?v=iMlxt6cd4NY
 * 1) Hades vs Loki
 * 2) Frollo vs Magneto
 * 3) Jafar vs Mandarin


 * 1) Coyote  vs Ultron
 * 2) Ursula  vs Amora the Enchantress
 * 3) Prince Phobos vs Dr. Doom
 * 4) Maleficent vs Dormammu
 * 5) Epilogue

Part One
Hades was furious about his latest scheme's failure. Loki showed up with his Frost Giants and attempted to take over the Underworld. Hades immolated the Frost Giants and then faced off against Loki. Loki blasted Hades back with a pulse of dark energy, but Hades quickly recovered. He hurled his fire at Loki, only for the trickster god to dissipate into crows and then reform elsewhere. When Loki tried to blast him again, Hades teleported away, gaining the high ground. He then knocked Loki down with a burst of flame and cast him deep into the Underworld.

A Doombot informed Dr. Doom that Paris's Minister of Justice had been publicly denouncing Doom for being a gypsy. Doom was furious and flew to Paris wielding the Silver Surfer's power cosmic. Doom interrupted Frollo's public execution of a gypsy and attacked. Frollo tried to rally his troops to knock Doom out of the sky but Doom was one step ahead as always. Doom began destroying buildings around the pyre. Frollo had his men try to shoot Doom out of the sky, but Doom landed and triggered the lava flows around Notre Dame. Doom looked on as Frollo was seemingly burned alive, while Frollo's soldiers ran away in terror.

In the Valley of Spirites, Mandarin was plotting a new scheme to destroy Iron Man when Jafar appeared to challenge the Mandarin for his rings. Jafar took the first shot, blasting the Mandarin back with a blast of magic from his staff. Mandarin responded with a blast of energy from his rings, but Jafar batted the blow away. Sensing danger, Jafar summoned a massive scorpion to take out the threat, but Mandarin wiped it out with little effort. Jafar seized upon Mandarin's moment of vulnerability to blast him with a dose of seemingly lethal magic, blasting the villain's rings across the planet.

In Africa, Kraven was hunting a gazelle but was interrupted by a flare going off. He looked up to find that Clayton shot up the flare and that he too was hunting in Africa. These two feared hunters went head to head in a fight that only one would walk away from alive. Furious at losing his prey, Kraven beat down Clayton with a massive kick. When Clayton tried to escape into the trees, Kraven followed, knocking Clayton down yet again. To seal the deal, Kraven tied up Clayton in vines, thinking them a fitting distraction for the armed Clayton. To Kraven's surprise and pleasure, Clayton accidentally hanged himself while trying to escape the vines.

At the bottom of the sea, Attuma had overthrown Namor and taken over Atlantis. Ursula was watching and she too wanted Namor's realm to be her own. She showed up and challenged Attuma. Attuma sent out his soldiers, but Ursula quickly disposed of them. Ursula then turned her attention to Attuma and a fight in which the winner will gain full dominion of the seas began. Attuma tried to run away, but Ursula blasted him down with a powerful spell that sufficed to kill him. With no one left to challenge her, Ursula seized control of the seas.

In Hades's pit of souls, Enchantress and Executioner  arrived and freed Loki, who had big plans for the coming war.

Hades had also been considering the possibility of a war and traveled to the Forbidden Mountains. He told Maleficent that he thought a war might be coming. She was skeptical at first but eventually came to believe it and informed Hades that her latest project may be able to help them. They forged an alliance and sealed it in a hand shake.

Ursula was celebrating her new position as Queen of Atlantis when Jafar showed up. Ursula told him to leave her alone... that is until Jafar revealed who he was acting on behalf of.

At a small hospital in China, the paramedics brought in a bizarre man who they found apparently dead a few miles away. However, this man was not quite as dead as they believed. He was actually the Mandarin, having survived his battle with Jafar.

Part Two
The Evil Queen had finally succeeded in taking out Snow White. However, as she was leaving the cottage, she noticed Electro there, who had been sent to kill her by an unknown master. The Queen fled into the forest but was pursued by Electro. She led him up to the cliff where only one choice was left: fight. The Queen attempted to crush him with a large rock. However, with a single blast of lightning, Electro destroyed the ground on which the Queen stood, sending her falling to her death.

Loki had been keeping an eye on Hades. Knowing that Hades had formed an alliance with Maleficent, he sent his loyal ally, the Enchantress to fight Maleficent. At first, Maleficent allowed her goons to do the fighting, but when Enchantress's sorcery became too much for them to handle, Maleficent stepped into battle. Enraged, Maleficent tried to strike the Enchantress down, only for the Enchantress to absorb her magic. Unfazed, Maleficent tried again, leading the Enchantress to teleport away from the blast sites. In the fracas, the Enchantress turned Diablo, Maleficent's adored pet raven, to stone. Now livid with fury, Maleficent struck down the Enchantress with a powerful shot of lightning. Maleficent then unleashed a full maelstrom of dark magic, unleashing it upon the Enchantress and knocking her unconscious. Just before Maleficent manged to deal the killing blow, the Executioner arrived and hurried the Enchantress through an escape portal.

Kingpin and Sykes were speaking in a video chat. Sykes informed Kingpin that he would be taking Kingpin's territory for himself. Kingpin was not pleased and hired the assistance of the Shocker to take out the competition. Motivated by money and status, Shocker infiltrated Sykes's facility until he was spotted by the security cam. When Roscoe and Desoto attacked, Shocker effortlessly killed them with blasts from his gauntlets. A furious Sykes responded by trying to ram Shocker with his car, but the unfazed hitman stopped him dead in his tracks and blasted clean through the windshield, destroying the vehicle completely and electrocuting his targeted foe in the process.

The Red Skull arrived in Wonderland in a bid to forge an alliance with its queen in the war. However, the Queen didn't wish to ally with Red Skull and shouted at him. Red Skull, not taking no for an answer, challenged her to a battle. The Queen of Hearts smacked him in the face with a flamingo, but Red Skull laid her flat with a pipe. Red Skull brandished a pistol, leading the Queen of Hearts to retreat into her fortress. Red Skull managed to shoot through the fortifications, leading the Queen of Hearts to surrender.

Scar and Zira arrived at the Elephant Graveyard and recruited the Hyenas for their army. However, the Wendigo soon arrived to take the Elephant Graveyard as his own territory. Scar battled the Wendigo while Zira and the Hyenas dealt with the Wendigo's pack. Scar blinded the creature by throwing embers into its face. Scar then delivered a brutal backhand to the Wendigo, while Zira and the hyenas fought the pack. Scar and the Wendigo pounced at each other, with the Wendigo getting the upper hand. Before the Wendigo could land the killing blow, Zira intervened, tearing out the monster's spinal cord. With no predators to threaten them, the two lions took control of the Pridelands.

Demona, seeking to obtain the Grimorum Arcanorum arrived at the home of the Brotherhood of Mutants. Using a spell from the book, she was easily able to scare off the boys. However, Mystique soon arrived and revealed her secret weapon that she had been training using the Grimorum: the Scarlet Witch. The Witch wounded the gargoyle as the beast tried to escape with the spellbook. The Scarlet Witch's offensive was so intense that Demona only managed to escape with a few pages of the spellbook.

Jafar's master ordered him to go to New Salem and take it over. Jafar was enthusiastic and left immediately. Once he arrived, he met resistance from New Salem's unofficial leader: Nicholas Scratch. The two sorcerers went head to head throwing around their magic. Jafar tried to burn his foe to death, but Scratch countered with a few blasts of lightning. The blows had little effect on Jafar, who proceeded to turn Scratch into dust and seal him in a cave.

Hades, seeking a powerful warrior that Maleficent could train and could help him take down Zeus, found the answer at the scene of the previous fight: Avalanche, one of the fallen mutants from the Brotherhood of Mutants.

It was revealed that Electro was acting upon Red Skull's orders. However, he wasn't too keen on taking Skull's orders and betrayed Skull. Frollo observed this and approached Skull. Skull was surprised that Frollo survived his fight with Doom. Frollo revealed that he dove into a secret passageway before the fire could burn him. He then offered Skull a trade: help him defeat Dr. Doom in exchange for information on where to find an army of fellow Nazis.

In Neverland, Jafar recruited Captain Hook for his master and read off a contract for Hook to agree to.

On HYDRA island, Dr. Doom arrived. He took down Grim Reaper and Baron Strucker and proclaimed himself the leader of HYDRA.

Enchantress returned from her less than successful attempt to defeat Maleficent. Loki then gave her a new job.

Part Three
Ratcliffe was preparing his armada to become a force to be reckoned with in the coming war. When Baron Zemo got wind of this, he decided to personally deal with Ratcliffe. Terrified of the far more imposing Zemo, Ratcliffe had his soldiers push the gangplank into the sea. Zemo boarded the ship anyways, causing Ratcliffe's men to flee in terror and forcing Ratcliffe to take up his sword and duel the enemy. The two locked blades, but Zemo's skill with a blade proved to be too much for Ratcliffe. With a swift flick of the wrist, Zemo disarmed Ratcliffe. Knowing himself outclassed, Ratcliffe pulled a gun on his foe and fired at him, wounding Zemo in the arm. Zemo backed away, only to be teleported away. Zemo reappeared in a suspicious, dark void where Enchantress and Executioner recruited him.

Kingpin feared that since Sykes tried to take his territory, other Disney Villains might try to as well. He sent out the Rhino to deal with known criminal, Pete. Rhino arrived at Pete's hideout to challenge the crook. As the criminal prepared to charge into the base, Pete triggered his blast doors; the Rhino got stuck in the doors, though he did tear right through the metal. When the Rhino prepared to charge again, Pete triggered his trick floor, making the Rhino think that he was falling to his death. The Rhino charged yet again, only for Pete to lay him flat with a remote controlled punch. Content over his victory, Pete laughed. However, Jafar appeared in the doorway, seeking out Pete's assistance.

Scar was out taking a walk in the Savannah when Kraven spotted him and decided to take the sinister lion as a trophy. However, Scar revealed that he had friends in high places as he ordered the hyenas to attack Kraven. Kraven managed to beat them off but was severely wounded by them. Scar came in to deal the finishing blow, but Kraven grabbed the lion and tossed him off a cliff face. Though Scar survives, Kraven looked on, now determined to catch his prey.

At Sykes's funeral, the notorious gangster from the 30's, Mace Malone, came to mourn his lost colleague's death. Tombstone recognized him and approached the gangster. Malone let slip that he had weaseled in and claimed Sykes's territory for himself, something Tombstone wanted. That night, at the Hotel Cabal, Tombstone came to take out Malone but Malone was ready for him and attacked him with the Hotel's defenses. As Tombstone moved through the corridors, windows began shutting, cutting him off from the light. In mere seconds, the floor began collapsing beneath him. Tombstone ran, but razor-sharp boomerangs shot out of the walls and embedded themselves in his back. Tombstone painfully pulled them out, coming face to face with Mace Malone himself. Malone then noticed that Tombstone was navigating through the hotel extremely quickly and figured out that Tombstone had a key to the Hotel (the key was able to bypass the security). Malone went to deal with Tombstone personally but Tombstone was one step ahead and escaped the hotel. Malone tried to gun Tombstone down, but Tombstone used his own tommy gun to shoot Malone and his rifle down an elevator shaft. Unfortunately for Mace, the key that Tomby used to bypass the security was Mace's key and without his key, Mace was trapped in the Hotel with no way of escape.

Hoping to acquire Ultron's technology, Xanatos sent his Coyote android to confront Ultron, but soon learned that his robot had the inferior technology for once. Coyote confronted Ultron in the latter's warehouse base of operations. Coyote shot first, but the more powerful Ultron absorbed the energy of the blast. Ultron then took a shot of his own, completely tearing off half of Coyote's face. Ultron then fired his fist completely through Coyote's body, destroying the robot almost completely.

Jafar's mystery master sent him on a new mission: to take down the mutant Mesmero and keep him from reviving Apocalypse. Jafar showed up but soon found that Mesmero's mental powers were indeed a force to be reckoned with. Jafar appeared before Mesmero, who briefly distorted Jafar's perception of his own body. However, Jafar's heightened kinesthetic sense kicked in, and he regained the proper sense of reality. He then overloaded Mesmero's mind with a high frequency spell. As Mesmero tried to flee, Jafar bended several steel pylons around him, trapping Mesmero for the rest of the war.

As per Frollo's instructions, the Red Skull traveled to Nutziland in the cartoon Wasteland to find it completely inhabited by Nazis. Skull was impressed and recruited them for his army.

At the Forbidden Mountains, Jafar introduced Ursula, Hook, and Pete to his master: Maleficent. She also had a surprise and revealed that Hades would be acting as her second-in-command, much to Jafar's disdain and jealousy.

Next, Frollo, impressed by Ratcliffe's victory over Zemo, recruited him for the New Axis Powers.

In Tibet, Mandarin recovered one of his rings and prepared to rise to power again.

Part Four
Doc Ock showed up at Gen-U-Tech labs to steal the biotechnology he needed to do a little upgrading. Sevarius, however, wasn't too keen on Ock stealing his designs and confronted him. Ock initially had the upper hand(s) but Sevarius's gun was able to keep him at bay. The two mad scientists called in reinforcements, but in the end, it all depended on which scientist could get the upper hand. Sevarius, horrified by the attacker, opened fire, forcing Doc Ock to use his claws to block the shots. Doctor Octopus then lashed out his claws, knocking Sevarius's feet from beneath him. Doctor Octopus then called in his assistant, the Vulture, for back-up. The Vulture provided a quick distraction for Sevarius's guards, allowing Doctor Octopus the opportunity to knock them aside. Sevarius rushed at Doctor Octopus in a mad dash to stop him, but Doc Ock smashed him into a tank of electric eels. As Sevarius electrocuted himself, Doctor Octopus and the Vulture got away with the technology.

Count Nefaria, leader of the Maggia, sent his daughter, Madame Mask to forge an alliance with Gaston and his band of ruffians. However, Gaston mocked Mask for her mask and sent her away. Mask then went to Facilier's voodoo shop to get the power to defeat Gaston. Facilier gave Mask a crown that not only allowed her to remove her mask by healing her wounds and restoring her good looks, but also gave her magic power. She used his new gift to approach and engage Gaston in battle. Gaston tried to launch a few arrows at her, but she blocked them with little effort. Mask knocked Gaston off a cliff, taking pleasure as the hunter fell to his death.

Norman Osborn arrived at the office to find Xanatos waiting for him. Xanatos informed Osborn that he was buying OsCorp. Osborn, seeking revenge, took on the mantle of the Green Goblin to confront Xanatos. But Xanatos wasn't just a pretty boy business man. Xanatos saw the attack coming, getting into his Goliath mech and readying two other androids. The Green Goblin managed to take out the androids with his various weapons, but Xanatos analyzed the debris so to calculate the best angle of attack. As the Green Goblin came in for a swipe, Xanatos punched his rival out of the side and then pummeled him with lasers.

Venom, being the lethal protector that he was, arrived in Paris to take down Frollo and his reign of terror. Facilier warned Frollo in advance for some unknown reason. Venom attacked Frollo and the judge seemed to be beat. However, Frollo had an ace up his sleeve. Frollo demanded that his "son," Quasimodo, rescue him should he come into danger. When Frollo confronted Venom, he attempted to stand against him. To Frollo's horror, Venom was faster than him and knocked the judge into a nearby wall. As Frollo begged for mercy, Quasimodo rang the Bells of Notre Dame, causing the Venom symbiote to flee from its host and hide, due to the pain of the loud noise.

Maleficent was told by her goons that Magneto was posing a deadly threat. Seeing this as an opportunity to gain Maleficent's favor over Hades, Jafar volunteered to eliminate the master of magnetism. However, this time Jafar might have bitten off more than he could chew as he entered Magneto's lair. The sorcerer blasted Magneto through a stained glass window, catching the mutant off guard. Jafar then breathed fire upon his foe, but Magneto was able to part the flames. Jafar turned into a giant snake in order to kill Magneto, but Magneto impaled his foe with various bits of loose debris. Suddenly, Hades helped Jafar by turning him into a massive genie. Magneto, however, noticed the newly made genie's lamp. Using his magnetic powers, Magneto hurled the lamp into a vat of lava. Jafar exploded into dust.

Maleficent, Hades, Hook, and Avalanche had been watching Jafar fight and discussed his failure as Avalanche mentioned retrieving a princess during the battle. Maleficent then revealed to Avalanche that she had obtained Kitty Pryde for him and that she was all his if Avalanche did her a few tiny jobs.

Doctor Octopus approached Kraven and recruited him for his Sinister Six project.

Sevarius was revealed to have faked his death on Demona's behalf because of her plans to remove Xanatos from the picture once and for all.

Meanwhile, Doc Ock was using the Gen-U-Tech biotechnology to upgrade supervillains. He made Electro into a living furnace of electricity, Kraven into a Lion mutate, and Vulture into a young man.

Jafar requested that Hades revive him. However, Hades was not feeling so generous and denied him resurrection.

Mandarin had found yet another ring. It wouldn't be long now.

And in a New York City airport, Norman Osborn was revealed to have survived his battle with Xanatos and had faked his death to lie low for the moment.

Part Five
It was business as usual at Planet Z. Zurg was planning a new evil scheme to take over the galactic alliance when the devourer of worlds Galactus showed up to consume Planet Z. Zurg sent his hornets out to take down Galactus but were mere insects against Galactus's power and were destroyed, leaving Zurg with two options: fight or flight. Zurg chose to flee, allowing Galactus to eat his planet in peace.

On Magneto's behalf, Mystique went to Xanatos's fortress to sabotage his operation and bring his organization to its knees. However, Demona, who had business with Xanatos, arrived and noticed Mystique. The two blue-skinned, red haired, human-hating (basically carbon copies of each other) villianess fought mano y mano. Mystique got cocky and showed her face, leading Demona to punch her foe into a wall. Mystique offered a swift kick in return. Demona took up her laser rifle as Mystique readied a grenade. Shooting first, Demona missed her foe. Demona instead resorted to throwing Mystique into the ground, but Mystique recovered quickly and delivered a punch to Demona's jaw. Demona turned to her last ditch weapon: the pages of the Grimorum Arcanorum. Demona cast a spell and turned Mystique into stone; victorious, Demona crushed the statue with a mace.