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) Yzma vs Vulture
 * 4) Tombstone vs Pete
 * 5) Hades vs Wonderman
 * 6) 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 and Red Skull's HYDRA Soldiers)
 * 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, Kingpin's Minions, Shocker, Shocker's Mercenaries, 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.

Narissa had been keeping an eye on the war when she noticed an old flame, Shocker, was in the war. She decided that she would do away with him. She used her magic to create an explosion outside to distract him and pushed him out the window into a water tank. Shocker's gauntlets began to overload and short-circuit the rest of his suit, forcing Shocker to remove everything in a panic, minus his mask and briefs, as he jumped out just before the tank exploded. However, Narissa failed to deal with Kingpin's other minion: Whiplash who interceded. Narissa transformed into a dragon, breathing fire at her foe. Whiplash took one hit, but he managed to bind Narissa's snout with his whip.

Realizing that Madame Mask had not payed Facilier back for the crown, the Shadow Man went to collect his debts. With the powers of a god at her disposal, Mask believed that she was too powerful to have to pay her debts. However, Facilier, like all good con-artists, had an ace up his sleeve. Mask, thinking herself a god, spit magic in Facilier's face and tried to kill him. Facilier shrugged the blow off and blew some magic powder in Mask's face, draining away her beauty and stealing her soul. The Horned King, impressed by Facilier's victory over Mask, hired Facilier into an alliance that he was forming.

Having survived the extensive damage from the battle with Frollo, the alien symbiote slithered on to another host. This did not go unnoticed by Ursula, who was ordered by Maleficent to get rid of the brute. Ursula met the villain and fought with him, lunging at the supervillain. Unfortunately for Ursula, Venom recovered quickly and hit Ursula with a boulder. Ursula lifted the rock and tossed it away. She followed with a blast of magic that disintegrated part of the Venom symbiote's arm, leading the alien half of the supervillain to abandon its human host.

Before his death at the hands of Magneto, Jafar turned a slave girl in his harem into a monsterous jackal because she angered him. In the present, Miriam, the Queen of the Vampires, used her mental powers to take control of Manwolf so that he could steal for her a powerful gem that once belonged to Jafar. However, the Jackal Beast was still there and Jafar's prize gem was feeling mischievous tonight. Jackal Beast tried to stop Man-Wolf, but it threw a table at her. Jackal Beast tore through the wooden table, knocking Man-Wolf over. Suddenly, Jafar's gem trapped Jackal Beast on a hamster wheel. Jackal Beast got free, coming upon the now human Man Wolf, having been transformed by Jafar's gemstone. Just as Jackal Beast was about to tear the man's throat out, the gemstone transformed her back into a human.

Having had his suit destroyed in the battle with Narissa, Shocker went to Doc Ock who supplied him with a new one. On one condition, that is: Shocker's compliance in entering his villain team the Sinister Six.

Xanatos learned that Ultron hired AIM to design for him new upgrades and tried to hack into their computer system to steal them for Coyote. However, AIM's firewall kept him out, so Xany went on to Plan B

An AIM soldier informed MODOK about the attempted hacker and MODOK ordered the creation of a new computer defense system.

Following his escape from Planet Z, Zurg arrived on Earth at Hydra island and forged an alliance with Dr. Doom

By the orders of Dormammu, Baron Mordo used his magic to reunite the alien symbiote with Eddie Brock to recreate Venom.

Mandarin found yet another ring.

Miriam was still in need of some one to steal the diamond for her and used her powers to turn Michael Morbius into a vampire.

Part Six
Morbius traveled to the Marshes of Morva to demand that the witches who live there cure his vampirism. Instead of curing him, the witches toyed with him and mutated him into an immense bat-monster. However, they were not without mercy and revealed to him where he could find a cure: the Castle of the Horned King.

Kingpin, who was in possession of the captured Narissa, was having a meeting with the Hobgoblin about a job as the Kingpin's top assassin in the Shocker's absence. Meanwhile, Nathaniel, determined to free his queen, sent out a monstrous troll to free Narissa. Upon discovering that there was a Troll in Central Park (XD) heading right for them, Hobgoblin volunteered to take out the Troll. Blaster in hand, he felled the troll with one shot. However, Nathaniel also let loose a deadly Hydra onto the battlefield. The Hobgoblin took out one of the monster's heads with a pumpkin bomb, but the monster regrew the heads. The Hobgoblin changed his strategy, blowing up large portions of a cliff face; the resulting avalanche buried and killed the Hydra. Nathaniel emerged from the shadows, bemoaning his defeat. The Hobgoblin launched several missiles at his foe, killing the hapless attendant.

Yzma, looking to recruit the forming Sinister Six for Mozenrath, used a youth potion to make herself younger again, in hopes of seducing the also rejuvenated Vulture into supporting the alliance. However, when Yzma's potion proved less successful than she had hoped, it was time for Plan B. Yzma's youth potion stopped working, revealing her haggard and aged form. The Vulture rebuffed her, leading Yzma to leap into a giant octopus mech and try to kill him. The Vulture flew away from the mech's attacks and shot it with a laser gun. This stunned the machine long enough for the Vulture to make his escape.

Having discovered that Eddie Brock a.k.a. Venom had escaped from prison, Frollo hired the hunter Percival C. McLeach to hunt down this dangerous quarry and provided the hunter with weaponry capable of harming Venom. McLeach tracked down Venom and engaged the brute. McLeach launched a rocket at the villain, intentionally missing to create a loud noise. Venom was stunned but soon recovered, knocking McLeach into his own pit. McLeach got up and shot Venom, but the symbiote absorbed the blast. Venom punched McLeach into a river, watching as the hunter fell off a waterfall to his presumed demise.

Having learned that his old enemy, Kraven, had been turned by Doctor Octopus into a mutate, Scar sent Zira and Nuka to enlist the aid of Anansi, the trickster spirit. The immense spider engaged the feline hunter. Kraven took up two ibex horns as weapons and tore through most of Anansi's webs, only to get entangled in the thick of the web. Kraven built up his rage and tore through Anansi's web, plunging the spider to the ground, where it died.

Realizing that Demona posed a greater threat to humanity than the mutants did, Bolivar Trask decided that the gargoyle must be eliminated and sent out his Sentinel robot to destroy her. Demona, meanwhile, was out stealing necessary equipment for Doctor Sevarius's project when the Sentinel arrived and battled her. Demona shot it with her laser cannon, managing to slow its assault. It soon recovered and unloaded its full payload of lasers, wrecking most of the building around Demona. She fled into the air, but the Sentinel pursued. Just as it was about to kill Demona, Xanatos who had been observing the fight, sent out his Steel Clan to help Demona, who he believed to be an ally. The Steel Clan saved Demona's life. Demona resented the action, as it undermined her plan to defeat Xanatos.

Tombstone was tipped off by Xanatos that Pete was planning on invading his territory and decided to act. Pete, meanwhile, was approached by Dr. Frankenollie about genetic mutation, which Pete agreed to. Frankenollie transformed Pete into a giant, monstrous version of himself just as Tombstone arrived. With Tombstone and Pete battling and Xanatos and a certain Goblin dealing the cards, things were bound to get messy. Pete leaped onto a crane and swung at Tombstone. Tombstone, however, seized the crane's controls and dropped Pete into the bottom of the facility. Just as Tombstone was about to escape, though, the Green Goblin destroyed a key bridge out of the facility. Pete came close to dying from the blow, but David Xanatos digitized him.

Simon Williams, distraut over the bankruptcy of his company, approached Hades for the power to take down the man responsible for the failure: David Xanatos. Hades turned Simon into an ion powered supervillain but revealed to Simon that in exchange for the power, he'd have to serve Hades for all eternity. Wonderman, furious, threw a blast of energy at Hades. The blow missed, leading Hades to respond with a fireball of his own. Wonderman dodged, firing a laser from his palm that actually stunned Hades. Hades summoned some dead hands to capture Wonderman, but he flew into the air. Wonderman grabbed Hades, but Hades destroyed his hand with a blast of fiery energy. Hades then disintegrated his foe.

The Hellfire Club, ever seeking to harness the Phoenix force, had unleashed the Phoenix after extracting it from Jean Grey and the fiery bird went to take on the most powerful Disney villain herself, Maleficent. Maleficent noticed the oncoming Phoenix and transformed into a dragon. Maleficent launched fireball after fireball, but the Phoenix dodged and blasted her in the face with some energy. Maleficent managed to endure the blow and hit the Phoenix force with a direct burst of fire breath, killing the Hellfire Club members within.

Pete woke up inside of AIM's computer system, having been digitized by Xanatos at the end of his fight with Tombstone. Recognizing that this place could be of use to them, Pete called down Maleficent to check it out. Maleficent saw this new dimension as a place from which she could conquer various parts of the world and teleported into it, aiding Pete in his exploration.

Meanwhile, Wonderman was surprised to find himself still alive and discovered that his survival was the Enchantress's doing.

Tombstone returned to his base to find that New York had a new Bigman: the Green Goblin.

Highly suspicious of the Hobgoblin, Kingpin fired the masked goblin. The Hobgoblin did not take the firing well, blowing up large portions of Kingpin's office and forcing the crime lord to flee. The Hobgoblin then took the Kingpin's forces right from under him, becoming New York's most powerful crime boss.

The Horned King and Doctor Facilier recruited Lady Tremaine who resurrected a former competitor: the Evil Queen.

Back in the Forbidden Mountains, Captain Hook, Avalanche, and Hades found Maleficent missing and the body of Snow White in her throne room and questioned what Maleficent had in store for the future.

Part Seven
Maleficent and Pete had entered AIM's super computer and were attempting to use it to their advantage. However, MODOK wouldn't stand for that and deployed a data-based replica of Silver Sable to deal with the intruders. While it was be two against one, Maleficent and Pete didn't quite have their computer legs yet. Pete attacked first, but Silver Sable punched him out. Maleficent readied a spell, but Silver Sable stabbed her with a sai. Maleficent tried yet again, but Sable shot her, severely wounding her. Pete recovered just in time and punched Sable off a platform to her death.

With Maleficent and Pete MIA, Hades, Hook, and Ursula weren't sure what to do anymore when the castle was attacked by Baron Strucker. Captain Hook took on the Grim Reaper, slicing through the reaper's scythe with ease. Hades then blasted the Nazi enforcer out of the castle window. Ursula used her magic to disarm Strucker and his HYDRA troopers. Hook turned his attention to Strucker, but the Nazi shot and stunned Captain Hook with a hand cannon. Ursula was shocked and injured by an attack from one of Strucker's robots. Hades then turned his attention to the robot; using a universal remote, he managed to put the robot out of commission. Strucker, however, managed to drop a chandelier upon Hades's head. Not wanting to risk further injury in a now leaderless alliance, Ursula escaped into the sea, deserting her allies. Captain Hook then got up at just the right time to impale Strucker with his rapier.

Concerned about the rising power of the Horned King, Magneto sent out Deadpool to take him out. However, Facilier's cards let him know about the oncoming threat and he and the Queen summoned up the Headless Horseman. When the enemy mercenary leaped at the horseman, the Headless Horseman sliced Deadpool's arm off. To the Headless Horseman's surprise, Deadpool was able to reattach his arm and unload his guns. Fortunately for the horseman, Deadpool missed, giving the Headless Horseman enough time to ride up and cut through Deadpool's guns. The Headless Horseman finished off his foe with a flaming pumpkin.

The news about Jafar's gemstone had reached Xanatos and, to acquire this commodity, he hired Rourke to steal it for him. He did so, but on his way out, Red Skull and his Nazis crashed the party. With each of their soldiers preoccupied, Rourke and Skull went head to head for custody of Jafar's mystical gemstone. Red Skull sent out his HYDRA soldiers, while he himself shot down Rourke's hot air balloon. The Nazi got into a plane in order to defeat Rourke, but Rourke shot the plane down. Red Skull teleported onto the remains of the hot air balloon, shooting Rourke in the arm. Rourke seized an axe and tried to kill the Red Skull, but he ended up exposing himself to the magical power of the gemstone by accident, turning him into stone.

With Maleficent MIA, Ursula had decided that it was too dangerous to stick around the Forbidden Mountains and had returned to the sea to build up an army of the fearsome Octopids. However, no sooner did she grant her soldiers new powers, then Abomination arrived on the scene to take down the sea witch. Ursula sent her men after the beast, but he managed to defeat them. Ursula dirtied her own hands, blasting Abomination all the way across the ocean with one powerful magic attack. Suddenly, King Triton appeared to apprehend Ursula.

Madame Medusa got a phone call from the Green Goblin, the new Big Man of Crime. The Goblin informed Medusa that he was pulling the funding for Medusa's project in the Devil's Bayou. Medusa, not about to let the Goblin get in the way of her getting the Devil's Eye, hired Chang to take down Goblin. Chang confronted the Goblin at Big Sky Billiards. Chang transformed into a dragon, but the Green Goblin repulsed her with one of his wrist lasers. The Green Goblin dodged most of Chang's attacks, hopping atop his glider. The Green Goblin hurled a pumpkin bomb at his foe, but she neutralized it with some fire breath. Soon, the entire billiard parlor was set aflame. The Goblin took a hit from one of Chang's magical fireballs, but he stayed in the game, hurling a specialty pumpkin bomb at Chang, one that turned her into stone. The Green Goblin made his escape, leaving the parlor to burn.

Demona had learned that the Sentinel that attacked her was created by the government's anti-mutant division, the MRD. Hoping to settle the score, Demona hired the Assassin to cripple the MRD. The Assassin arrived at the MRD's headquarters and began to cause havoc. He took out several soldiers with an RPG. He then used his camouflage to hide, gunning down various MRD personnel from the shadows. The Assassin was even able to gun down one of the MRD's attack helicopters. However, Colonel Moss wasn't about to allow the MRD to go down without a fight. He tracked the Assassin in spite of his camouflage and shot him. He then trapped the Assassin in a prison cell.

Loki had been keeping his eye on the war from afar since his defeat at Hades's hands, simply allowing the Enchantress to carry out his will in the battles. However, it soon came to his attention that the Eye of Odin had resurfaced and was in the hands of the Archmage. Loki personally arrived to take it but the Archmage saw him coming and shot him with a blast of magic. He continued to blast Loki with magic, but Loki responded with a far more powerful blast, knocking the Eye of Odin from the Archmage's brow. The Archmage screamed in agony as Loki used the Eye of Odin to transform him into a badge.

Still in need of a cure, Morbius followed the directions given to him by the Witches of Morva to Annuvin, the realm of the Horned King. Immediately upon arrival, he was captured and was placed within a glass casket of sorts. The Horned King walked in and revealed that he too needed a cure (for his Lich-like form) and decided to test the cure on Morbius. If the vampire survived, then he could go free. The cure transformed Morbius back into a regular vampire. Refusing to be the king's guinea pig, Morbius escaped the casket, and burned the Horned King's face with his hand, only to be blasted out of the castle by Lady Tremaine.

Abomination crawled on to the beach and encountered Baron Zemo and his Masters of Evil, who were looking for one more member for their team.

In Paris, Frollo, Ratcliffe, Red Skull, Wasteland Hitler, and their soldiers met up to discuss their future plans as the Red Skull unveiled his secret weapon to use against Doom: Jafar's gemstone.

Meanwhile, Magneto had reassembled his Acolytes in preparation for a siege on the domain of a powerful leader.

Loki, now in possession of the Eye of Odin, used the amulet and unlocked the true power within himself.

Ursula gained the trident and complete control of the seven seas.

The Horned King, his pride hurt by Tremaine having to finish off Morbius for him, recruited Shan Yu and the Huntsman for a new bid for power.

And Mandarin finally found his last two rings and was ready to re-enter this war!

Part Eight
Concerned about the security of his blueprints, Ultron hired Mysterio to enter the computer and take out the threat. Maleficent, meanwhile, was still injured from the gunshot wound that she received from Silver Sable and when Mysterio arrived, neither Pete nor Maleficent were prepared to fight him. Mysterio frightened Pete off by generating a massive snake out of data. Suddenly, Maleficent received a powerful revival when David Xanatos computed a cure for her injuries into her. Revitalized, Maleficent struck down Mysterio with a pulse of magical energy. Now on top of her game, she blasted Mysterio again, nearly killing the villain with magic. Mysterio escaped, while Maleficent contented herself to her victory. Maleficent and Pete came across the blueprints for the supervillain, Ultron, but before they could inspect them, Xanatos teleported them out of the computer. The two appeared on Captain Hook's ship, returned to their own dimension.

Mac Gargan (the man who became Venom in Round Five) approached the new Big Man of Crime, Green Goblin, to obtain great power so that he could prove that the symbiote was wrong in abandoning him. Goblin had his subordinate, Doctor Octopus, transform the former Venom into a new supervillain: the Scorpion. Who are Scorpion's first targets? Why, none other than Frollo and Ratcliffe. While Scorpion was much stronger than his opponents, Frollo had an ace up his sleeve, namely a piece of Jafar's gemstone. The Scorpion attacked Frollo and Ratcliffe the next morning, pushing the caravan into the river with its tail. Angered, Frollo called his troops to arrest the Scorpion, but they proved to be of little use. Ratcliffe nearly got doused in an acidic attack from the supervillain, leading him to sic his men on the opponent. Unfortunately, the Scorpion took them out with little effort. The Scorpion knocked the two generals down, but Frollo revealed his trump card: Jafar's gemstone. The gem absorbed the Scorpion's power and killed Gargan in the process.

The news of Ursula obtaining the trident had spread even to the criminals of New York City. Doctor Octopus and Electro went to investigate. When Ursula and Doc Ock got into a verbal spat, Electro broke up the fight by cutting Ursula with a light blast of electricity. Enraged, the sea witch sicced her moray eels, Flotsam and Jetsam, onto Electro, but he killed them. Enraged, Ursula transformed into a giant monster. The empowered Ursula hit Doctor Octopus straight on with a powerful blast from her trident. Doc Ock survived and Electro managed to kill Ursula as well.

To prevent Fin Fang Foom from aiding the Mandarin in the coming attack, Horned King sent the Huntsman to slay the pseudo-dragon. Foom tried to burn his foe to a crisp with some fire breath, but the Huntsman blocked the blow. The Huntsman responded with a blast of magic energy that actually managed to repulse Foom for a time. The Huntsman's protegee, Huntsgirl, tried to take Fin Fang Foom out, but the dragon slapped her away with his tail. The Huntsman tried to flee, but Fin Fang Foom incinerated him with a fireball.

On the Horned King's behalf, the Huns invaded the Valley of Spirits to slay the Mandarin and claim his rings. Mandarin saw them coming and used his rings to create an avalanche to bury the Huns. However, the terrifying leader of the Huns, Shan Yu, wasn't going to let a little snow stop him. Shan Yu survived and attacked the Mandarin in his lair. Unworried, the Mandarin spent most of his time roasting Shan Yu's pet hawk. When Shan Yu reared up to attack, the Mandarin knocked him aside with a shot from his power rings. No longer amused with Shan Yu, the Mandarin fired upon him full force, blowing up Shan Yu completely.

Taking advantage of the Horned King's attention being elsewhere, Magneto and his Acolytes invaded the castle. Magneto and his acolytes mounted their assault upon the Horned King's fortress, easily cutting down the Horned King's henchmen. The Horned King summoned some unkillable warriors, the Cauldron-Born. Magneto soon deduced that these fighters were powered by the Horned King's metal Black Cauldron. Magneto thus reversed the flow of the magic, causing the cauldron to pull the Horned King into it and tear him to pieces.

The Evil Queen informed Facilier and Tremaine of the Horned King's death and also announced that she would be taking control of the faction, much to their displeasure. The Queen also introduced her new second-in-command: Cruella De Vil.

Xanatos finally had the Ultron designs in his possession. And now there was just one more loose end to tie up as he sent Demona out to deal with MODOK.

Mysterio arrived at the former lab of Doctor Sevarius and joined up with Doctor Octopus to complete the Sinister Six.

The Masters of Evil were busy planning for their attack on the Forbidden Mountains but someone seemed to be spying on them.

Maleficent, having finally returned to her castle, was approached by a society of sorcerers consisting of Yzma, Mozenrath, Mad Madam Mim and Ayam Aghoul with a deal in mind.

Part Nine
The Masters of Evil arrived at the Forbidden Mountains to claim it on Loki's behalf. However, the Sorcerer's Society intervened. In the ensuing battle, Yzma drank a potion in hopes of transforming into a powerful foe. She ended up turning into a bunny rabbit and being taken away by a hawk before the battle began in full. Mozenrath quickly killed Wonder Man before the fight even properly began. Ayam Aghoul took some early victories by stunning the Enchantress and the Executioner with two powerful magical skulls. Mim took on the Abomination. Mim transformed into a rhino, ramming her foe with fatal force. Mim made the foolish mistake, however, of turning into a chicken after her victory; Crimson Dynamo seized the opportunity to crush Madam Mim under his boot heel. Mozenrath managed to kill Crimson Dynamo with another blast of energy. Mozenrath finally met his match when paired up against the Enchantress. Though he managed to dodge a few of her magical strikes, she landed one powerful spell on him, turning him into stone. Aghoul faced a somewhat greater challenge in Baron Zemo himself. Just as the Nazi was about to strike Aghoul down with his sword, Ayam threw his spell, killing Zemo with one powerful blast. This attack was so imposing as to force the other members of the Masters of Evil to retreat. The departure of these members left Ayam Aghoul the only survivor of the battle, but his survival was short-lived. Maleficent returned; seeing that Aghoul had outlived his usefulness, she cast him out of the Forbidden Mountains to his presumed death.

With the Ultron designs in his possession, Xanatos sent Demona to AIM's headquarters to take out the only other person with knowledge of the designs: MODOK himself. Demona agreed, storming AIM's headquarters with her laser cannon. She landed a solid hit on MODOK before turning attention to his henchmen. While her back was turned, Modok used his own blaster to knock Demona's rifle out of her hand. He then activated a powerful sonic weapon, stunning Demona. But the gargoyle refused to submit; she seized her laser cannon and fired a fatal blast of energy into MODOK's face.

Desiring the Casket of Ancient Winters for herself, Maleficent sent Hook and Avalanche to steal it for her. Upon arriving at the lair of Malekith, the dark elf, Avalanche pulled out his secret weapon from his jacket: a bottle of Ursula's magic. He used it on himself to become an immense rock monster. Malekith tried to attack the mutant during the transformation process, but the process made Avalanche immune to Malekith's magic. The rock monster's presence distracted Malekith; Captain Hook seized the opportunity to stab him with his hook. Malekith teleported away, taking a few potshots at the rock monster and wiping out two of its heads. As Captain Hook cowered in fear, Malekith showed his true face and convinced Hook to make a hasty retreat.

Hoping to reclaim the Gen-U-Tech lab, Xanatos sent out his team of mercernaries, the Pack, to take down the Sinister Six. Wolf was among the first to leap into battle while Jackal encountered Mysterio. Mysterio created several clones of himself, but Jackal deduced which of the clones was the real Mysterio and cracked open his foe's skull with a single punch. More members of the Six entered, notably Shocker. Wolf came to a swift demise after Shocker and Electro blasted him with powerful pulses. Jackal fired some of his metal fingers into Shocker's pulsars, causing them to overload. Jackal and Shocker punched each other, triggering the gauntlets' self destruct mechanism; the resulting blast killed both of them. Hyena quickly took out Kraven the Hunter with a wrist-mounted laser, but Electro managed to blast her weapon off. Dingo tried to defeat the experienced aeronaut, the Vulture, but was knocked unconscious when the Vulture outmaneuvered him and sent his mech suit crashing to the ground. Hyena used a cannon hidden in her palm to crush Electro under some debris. She then turned her attention to the Vulture, killing him with a blast of her cannon. Hyena crawled through the lab, only to come face to face with the leader of the Sinister Six: Doctor Octopus. Hyena tried to blast him, but Doctor Octopus killed her with a single swipe of his robotic arms. A rebuilt Coyote arrived, knocked out Doctor Octopus and sent him flying a great distance with a single punch.

After Ursula's death at Doc Ock's hands, Hades claimed the trident for himself. With his new found powers and new minion, Doubt, Hades went to dispose of an old enemy, Dormammu, trying to make his grand entrance to the war. The two underworld baddies encountered Dormammu, recently summoned by his acolytes, Baron Mordo and Venom. Hades easily defeated Venom with a blast of the trident. Doubt tried his best to help Hades in the battle, but Dormammu killed him by crushing him with a boulder. Hades then used his trident to cast both Dormammu and Venom into the netherworld. Mordo escaped while Hades reveled in his victory.

Negaduck had decided that the Green Goblin's time as the Big Man of Crime had gone on for too long and arrived at Gobby's headquarters to take him out. Negaduck sent out his trusty attack squid but the Goblin got on his glider and flew out of range. Negaduck decided to take care of him using a brand new machine to bat one of his own pumpkin bombs back to the goblin's glider, killing him, all while the Hobgoblin looked on from his headquarters with Harry Osborn also bearing witness.

The Hyenas reported back to Scar that they had found Kraven the Hunter wandering on the outskirts of town alone. Scar, seeking to taking advantage of the situation, sent out his pride to take Kraven out. Zira and the other lionesses cornered their target but soon discovered that the Hyenas had tracked down Sabretooth instead and that mistake was going to cost Scar dearly. Sabretooth drove his motorcycle towards the lionesses but Zira knocked its front wheel off, causing it to crash. Sabretooth removed his helmet, revealing that he wasn't Kraven as the hyenas tackled him into a van. Vitani then pounced on him, sending him sliding back. As Scar's forces closed in, Sabretooth jumped up a pile of broken branches to try to escape. Nuka chased after him but a branch snapped under Nuka's paw, causing several to fall on top of him, pinning him. Sabretooth then kicked several more logs down, crushing Nuka as Sbaretooth escaped. Zira frantically ripped some of the logs away to find Nuka crushed and dying under the logs. Nuke took one final pleasure in finally getting his mother's attention as he died with his head in her paw.

Scar, furious about Nuka's death, fired Shenzi, Banzai, and Ed for their failure.

Zira, hoping to get a snack to calm her nerves, approached a bird's nest. However, the birds in the nest were just about to eat a certain pink bunny until Zira scared them off. The potion wore off and the bunny became Yzma once again. In gratitude, Yzma promised to help Zira avenge her son.

Shenzi, Banzai, and Ed, seeking new employment, traveled to Paris to speak with the Red Skull. Because the Red Skull was drunk at the moment, he cheerfully accepted the random Hyenas into Frollo's faction.

The Evil Queen, hiding her identity under a red cloak, approached J. Worthington Foulfellow and paid him to make sure that the approaching gang war went her way.

Hook returned to Maleficent's castle only to incur the wrath of Maleficent for retreating as she sealed him in her staff.

Hobgoblin showed Harry Osborn the video of his father's death at Negaduck's hands and turned him into a second Green Goblin.

Cruella met with the Queen's secret ally, Magneto, and informed him that they needed to get rid of Facilier and Lady Tremaine since the two of them weren't too keen on following the Queen's orders. Facilier overheard and talked to Hades so that he would be ready for the attempt on his life. Hades then gifted Facilier with shadow demons to command.

Mandarin approached Doom and Zurg and proposed an alliance.

Meanwhile, both Negaduck and Hobgoblin prepared their forces for the inevitable gang war that was going to ensue.

Part Ten
Upon learning of the Evil Queen's treachery, Facilier retreated back to his home town of New Orleans to pursue his own plans of killing Eli "Big Daddy" La Bouff. However, Facilier soon found that one of Magneto's acolytes, Gambit, was interfering as used his powers to overload the electricity in a parking meter, frightening the crowd. Facilier summoned his shadow demons but Gambit wiped out a couple and hid behind a wall. As Facilier confronted him, Gambit revealed that he had stolen Facilier's voodoo talisman from the Evil Queen's castle. He promptly smashed it, causing the Friends on the Other Side to turn on Facilier and drag him into their realm.

Fearing Lady Tremaine's betrayal, the Queen sent Tremaine to take out an old rival of Magneto, whom Magneto claimed was nearly invincible, hoping that Tremaine would fall in battle. Tremaine arrived at Mr. Sinister's hideout and faced off against Mr. Sinister and Multiple Man. Tremaine engaged Sinister, who dispatched Multiple Man. However, Tremaine made quick work of Multiple Man with her magic. Sinister attempted to take on Tremaine himself, and, while he managed to protect himself against her first attack, he soon found that his own power wasn't enough to fend off Tremaine. Tremaine used one more blast of magic to annihilate Sinister.

Hoping to eliminate the MRD and Trask once and for all, Demona traveled to the MRD headquarters to finish what the Assassin started. However, Demona found herself face to face with hundreds of Sentinels and their leader, the Master Mold. Using her stolen spells, she promptly annihilated all of them.

Hoping to get the drop on Negaduck, Hobgoblin sent his new ally to attack Negaduck's hideout (formerly the Green Goblin's hideout, which was formerly Tombstone's hideout, which before that belonged to Mace Malone, and before that was controlled by Sykes.) Foulfellow, Gideon, and Negaduck fought against the attack as a bomb thrown by Harry managed to cause some damage in the lair as well as send Foulfellow flying a distance, however, Gideon made use of a large mallet, shaking up Harry, but it was not enough to defeat him. Negaduck engaged him in a tank but Harry dodged the attacks and blew it up with a missile. Harry, however, was apparently killed when Mace Malone, who had formed an alliance with Negaduck, intervened and shot down his glider, causing it to explode.

Again hoping that he could get the drop on Negaduck, Hobgoblin sent out the Molten Man to attack Negaduck's old headquarters which Horace and Jasper just happened to be keeping watch over. Molten Man set fire to their house, and, despite Horace and Jasper's use of blunt instruments to attack, seemed to have the upper hand. However, Horace and Jasper then found themselves rescued by the Liquidator, who appeared and subdued Molten Man.

Tired of Hobgoblin getting the drop on him, Negaduck took the Fearsome five to steal Hobgoblin's prized possession, a huge emerald. They successfully obtained it but were soon stopped by the Goon Squad. Negaduck sent the Fearsome Five to fight them. Megavolt fired a beam of electricity but it had no effect. One of the Goon Squad responded by firing his own electrical beam, knocking Megavolt back. As another Goon Squad member rode in on a flying horse, Bushroot called up mounds of rock from the earth, knocking the member off his horse. However, another member responded with a psionic beam, knocking Bushroot out. Liquidator shot himself as an arrow at the Goon Squad members but completely missed, splattering on the wall. Realizing the Five were useless, Negaduck escaped with the emerald out a window.