Disney Heroes vs. Villains

Disney Heroes vs Villains is a spin-off tournament created by acemckillayoface.

Number of Rounds (Part 1): 14

Round 1:

 * Prologue (featuring Prince Philip, Maleficent, Flora, Fauna, and Merryweather, Hades, Jafar, Ursula, Scar, Queen Grimhilde, Cruella De Ville, Captain Hook, Lady Tremaine, Frollo, Gaston, and Zeus)
 * Aladdin vs Hades (also featuring The Sultan, Princess Jasmine, Abu, Genie, and The Flying Carpet)
 * Snow White vs Dr. Facilier


 * Peter Pan vs Frollo and the Ringmaster (also featuring Tinker Bell)


 * Tramp vs Roscoe and Desoto (also featuring Bill Sykes, Lady, Jock, and Trusty)


 * Bernard and Bianca vs Ratigan (also featuring Orville, Fidget, and Evinrude)


 * Mickey Mouse vs Maleficent (also featuring Yen Sid, Minnie Mouse, and Goofy)

Round 2:

 * King Triton vs Jafar (Featuring Ursula, Ariel, and Flounder)


 * Bambi vs Gaston (Featuring Percival C. McLeach, Bambi's Mother, and the Great Prince of the Forest)


 * Robin Hood vs The Queen of Hearts (Featuring Prince John, the Card Soldiers, Little John, Maid Marian, Sir Hiss, and Lady Kluck)


 * Quasimodo vs Lady Tremaine (Featuring Drizella Tremaine and Anastasia Tremaine)


 * Mowgli vs Scar (Featuring Banzai, Shenzi, and Ed, Shere Khan, Baloo, and Bagheera)


 * Aladdin vs Madame Mim (Featuring Iago, Jasmine, the Flying Carpet, Genie, and Abu)


 * The Beast vs The Evil Queen (Featuring The Magic Mirror, Lumiere, Belle, Mrs. Potts, and Chip)


 * Hercules and Aladdin vs Pete (Featuring Pain and Panic, Philoctetes, the Flying Carpet, Genie, and Abu)

Round 3:

 * The League of Extraordinary Gentlemice vs Lucifer (Featuring Basil of Baker Street, Bernard, Bianca, Roquefort, Timothy Q. Mouse, Jaq, Gus, Doctor Dawson, Jake, Toby, Professor Ratigan, and Orville)
 * Simba vs McLeach (Featuring Zazu, Timon, Pumbaa, Nala, and Joanna)
 * Ariel vs Captain Hook and Monstro (Featuring Captain Hook's Pirates, Mr. Smee, Flounder, and Sebastian)
 * The Lost Boys vs Frollo's Forces (Featuring Stromboli, Foulfellow and Gideon, Tinker Bell, Peter Pan, and The Coachman)
 * Tarzan vs Kaa (Featuring Shere Khan and Jane Porter)  (guest starring Hista only as cameo)
 * Taran vs Sykes (Featuring Hen Wen, Eilonwy, Fflewddur Fflam, Roscoe and Desoto, The Horned King, and The Horned King's Barbarian Guards)
 * Donald and Goofy vs Shan-Yu (Featuring Hayabusa the Falcon, and The Hun Army)
 * Sad Cutscene (Featuring Timothy, Dumbo, Bianca, Basil, Mrs. Jumbo, Frollo, the Coachman, Ratigan, Jaq, Gus, Roquefort, Jake, Evinrude, Bernard, and Doctor Dawson)

Round 4:

 * The Forces of Merlin vs The Forces of Maleficent (Featuring Merlin, Prince Philip, Flora, Fauna, and Merryweather, The Fairy Godmother, Archimedes, Ariel, Diablo, Maleficent, the Horned King, Yzma, Bill Sykes, Roscoe and Desoto, Lady Tremaine, Lucifer, Arthur, The Wolf, and Maleficent's Goons)


 * Gantu vs Jim Hawkins (Featuring Doctor Doppler and Captain Amelia)


 * Esmeralda vs Dr. Facilier (Featuring Quasimodo, Facilier's Shadow Demons, Clopin, Djali, and Frollo)


 * Genie vs Ursula & Morgana (Featuring Jafar, Flotsam and Jetsam, and Cloak and Dagger)


 * Jafar & Abis Mal vs Mulan (Featuring Jafar's Dark Horsemen, The Chinese Imperial Army, Captain Li Shang, Yao, Ling, and Chien Po, Mushu, and Cri-Kee)


 * Battle For the Native Land (Featuring Governor Ratcliffe, Ratcliffe's Army, Commander Rourke, Clayton, Mercenaries, Kenai, Koda, Rutt and Tuke, The Powhatan Tribe, Chief Powhatan, Pocahontas, The Powhatan Warriors, Kocoum and Namontack)


 * Forte vs Quasimodo (Featuring the Beast, Mulan, Mushu, and Cri-Kee)

Round 5:

 * Buzz Lightyear vs Long John Silver (Featuring The Grand Councilwoman, Jim Hawkins, Scroop, Silver's Pirates, Morph, Mira Nova, Booster, and XR)
 * Milo and Kida vs Lady Tremaine
 * Pocahontas vs Rourke (Featuring Ratcliffe, Grandmother Willow, Helga Katrina Sinclair, and John Smith)
 * Timon and Pumbaa vs Alameda Slim (Featuring The Willie Brothers, Junior, and Scar)
 * O'Malley and the Alley Cats vs Cruella DeVille (Featuring Edgar, Duchess, Duchess' Kittens, and Jasper and Horace Badun)
 * Hercules vs Yzma and her animals (Featuring Kronk, The Black Bear, Sabor, The Hammerhead Shark, The Wolf, Ronno, Pegasus, and Phil)
 * Mulan and Beast vs Forte (Featuring Mushu, Cri-Kee, and Quasimodo)

Round 6:

 * Kenai, Koda, and Bambi vs The Black Bear (Featuring Rutt and Tuke and Faline)
 * Maggie, Grace, and Mrs. Calloway vs Zira (Featuring Scar, Alameda Slim, Zira's Lions, Nuka, and Vitani)
 * Peter Pan vs the Queen of Hearts, Captain Hook, and Prince John (Featuring Sir Hiss, Tinker Bell, Captain Phoebus, Pinocchio, the Lost Boys, the Card Soldiers, Prince John's Army, Hook's pirates, and Alice)
 * Phoebus vs Shan Yu (Featuring Frollo, Hayabusa, and Esmeralda)
 * Robin Hood vs Pete (Featuring Little John, The Sheriff of Nottingham, The Beagle Boys, The Nottingham Villagers, John's army, and Friar Tuck)
 * Zeus vs Erik Hellstrom (Featuring Hermes, Ymir, the Chaos Lord of Ice, the Wolf, the Crows, Hades, The Olympian Gods, and Surt, the Chaos Lord of Fire)
 * Pongo and Perdita vs Edgar (Featuring Danny and Napoleon and Lafayette)
 * Stitch and the League of Gentlemice vs Ratigan (Featuring Fidget, Ratigan's Thugs, Basil, Dumbo, Timothy, Jake, Lilo Pelekai, Fidget, Bernard, Bianca, Roquefort, Jaq, and Gus)
 * Simba vs Shere Khan (Featuring Tarzan)

Round 7:

 * Hercules vs Gaston (Featuring Phil, Pegasus, LeFou, and Megara)
 * Lilo and Stitch vs Warp Darkmatter and Zurg (Featuring the Hornets)
 * Prince Naveen vs Madame Medusa (Featuring Mr. Snoops, Tiana, Louis, Ray, and Brutus and Nero)
 * Merlin vs Hades and Jafar (Featuring Archimedes, Genie, Arthur, and Ariel)
 * Beast vs Clayton (Featuring McLeach, Mulan, Quasimodo, Mushu, Ratcliffe, Ratcliffe's soldiers, and Cri-Kee)
 * Aladdin vs The Sheriff of Nottingham (Featuring Esmeralda, Djalli, Abu, and Prince John's guards)
 * Kuzco and Pacha vs Shenzi, Banzai, and Ed (Featuring Scar and the Hyenas)
 * Pooh and Friends vs Brer Fox and Brer Bear (Featuring Prince John, Pete, Tigger, Rabbit, Piglet, and Eeyore)

Round 8:

 * The Mad Hatter, The March Hare, and Mr. Toad vs. Frollo (Featuring Prince John, Shan Yu, the Queen of Hearts, Captain Hook, and Frollo's Soldiers)
 * Tarzan and Mowgli vs. Zira and Clayton (Featuring Ratcliffe, McLeach, Yzma, Simba, Jane, Baloo, Kala, Bagheera, Tantor, and Terk)
 * Sarah Hawkins vs. Captain Hook (Featuring Hook's pirates, and Smee)
 * Peter and Jim vs. Abis Mal (Featuring Tinker Bell, Morph, and Abis Mal's bandits)
 * Sir Ector and Sir Kay vs. Prince John and Pete (Featuring John's soldiers and The Scullery Maid)
 * The Disney Dogs vs. The Forces of Cruella (Part 1) (Featuring Madam Medusa, Brutus and Nero, Snoops, Cruella de Ville, Horace and Jasper, Edgar, Pongo, Perdita, Dodger, Oliver, Tito, Francis, Einstein, Rita, Tramp, Lady, The 99 Puppies, Pluto, Sergeant Tibbs, Thomas O'Malley, Duchess, Duchess' kittens, Colonel, and Fagin)
 * The King and The Grand Duke vs. Queen of Hearts and Shan Yu (Featuring the Queen's card soldiers, and The King's Guards)
 * The Circus Show (Featuring Stromboli, Pinnochio, Lampwick, Wendy Darling, John Darling, Michael Darling, the Lost Boys, Sarousch, Foulfellow and Gideon, Brer Rabbit, Pink Elephants, The Crows, The Evil Clowns, and Jiminy Cricket)
 * The League of Extraordinary Gentlemice vs Lucifer (Re-Match) (Featuring Basil, Jaq, Bernard, Bianca, Dawson, Felicia, Timothy, Dumbo, Pom-Pom, The Dog, Roquefort, Jake, Gus, Toby, and Lady Tremaine)
 * The Disney Dogs vs. The Forces of Cruella (Part 2) (Featuring Cruella, Horace and Jasper, Madam Medusa, Edgar, Napoleon and Lafayette, Tito, Fagin, Dodger, Oliver, Francis, Einstein, Rita, and the 99 Puppies)
 * The Seven Dwarfs vs. The Horned King (Featuring the King's barbarians, Gwythaints, Creeper, Mushu, Beast, and Cri-Kee)
 * Clopin vs. Amos Slade
 * Forces of Aladdin and Hercules vs. The Forces of The Evil Queen (Featuring Pooh, Piglet, Eyore, Tigger, Roo, Aladdin, Abu, the Flying Carpet, Rabbit, Hercules, Pegasus, Little John, Skippy, Phil, Doctor Facilier, Ichabod Crane, Goofy, Esmeralda, Ratty, Moley, Lawrence, Phoebus, Donald Duck, Queen Grimhilde, the Nottingham villagers, Shan Yu, the Huns, Hayabusa, Lady Kluck, Maid Marian, the T-Rex, and Megara)

Round 9:

 * Denahi vs. Shere Khan (Featuring Scar, Kaa, and Atka)
 * Bambi and Tod vs. Alameda Slim and Amos Slade (Featuring Copper, Chief, and Junior)
 * Robin Hood and Taran vs. Sa'Luk (Featuring Eilonwy, Gurgi, and Fflewddur Fflam)
 * John Smith and Pocahontas vs. Captain Hook (Featuring Ratcliffe, Mr. Smee, Hook's crew, Flit, and Meeko)
 * Escape From the Horned King's Castle (Featuring Taran, Eilonwy, Roquefort, Jaq, Gus, Robin Hood, Kida, Sykes, Roscoe and Desoto, Lady Tremaine, Morgana, Bianca, Ursula, the Horned King, Timothy, Fflewddur Fflam, the Horned King's barbarians, Sa'Luk, Creeper, Dumbo, Drizella Tremaine, Anastasia Tremaine, Orville, Bernard, and Jake)
 * Maurice vs. The Headless Horseman (Featuring Philippe, Black Forest Wolves, and Maleficent)
 * Prince Eric vs. Marina Del Ray and Monstro (Featuring Ursula)
 * Peter Pan's Crew vs. Friends on the Other Side (Featuring Doctor Facilier, the Shadow Demons, Peter Pan, the Shadow of Peter Pan, Tinker Bell, Alice, Facilier's Shadow, and Jim Hawkins)
 * The Forces of Buzz Lightyear vs. Hamsterviel and Ratigan (Featuring Emperor Zurg, Buzz Lightyear, Booster, Mira Nova, XR, the Hornets, BEN, Captain Amelia, Doctor Doppler, Doctor Jumba, and Pleakly)
 * Donald and Goofy vs. Pain, Panic, Nessus, and Hydra (Featuring Hades, Hercules, and Mickey Mouse)
 * Tiana, Naveem, Kuzco and Pacha vs. The Witches of Morva (Featuring Louis and Ray)

Round 10:

 * Figaro & Cleo vs. Si and Am (Featuring Oliver, Dodger, Tito, Francis, Einstein, Rita, Lady, and Pluto)
 * Mickey Mouse vs. Ratigan (Featuring The Magic Mirror, Queen Grimhilde, Shan Yu, Hayabusa, Donald Duck, Goofy, Doctor Facilier, Pluto, and the T-Rex)
 * The Castle Inhabitants vs. Abis Mal (Featuring Victor, Hugo, Laverne, Sultan, Lumiere, Cogsworth, Mrs. Potts, The Wardrobe, Chef Bouche and Abis Mal's Bandits)
 * Jasmine & Shang vs. Madam Mim & Willie The Giant (Featuring The Royal Guards, Razoul, Yao, Ling, and Chien-Po)
 * The Battle Under The Sea (Featuring Ursula, Flotsam, Jetsam, Ariel, Arthur, Marina Del Ray, Genie, Sebastian, Flounder, Glut, Leviathan, Milo, Scuttle, Kida, Prince Eric, Joshua Sweet, Audrey Ramirez, Vinny Santorini, Jebidiah "Cookie" Farnsworth, Wilhelmina Packard, and Gaetan "Mole" Moliére)
 * The Spring Sprite vs. Hades (Featuring Pain and Panic)
 * Stitch vs. McLeach (Featuring Governor Ratcliffe, Joanna, and The Lionesses)
 * Pooh & Friends vs. Dr. Facilier (Featuring Rabbit, Tigger, Eeyore, Piglet, Christopher Robin, the Friends on the Other Side, the Shadow Demons, Facilier's Shadow, Roo, and Jasmine)
 * Aladdin vs. Prince John (Featuring Pete, the Sheriff of Nottingham, Sir Hiss, the Beagle Boys, the Magic Carpet, Abu, John's soldiers, and Pete's weasels)
 * Hercules vs. Jafar (Featuring Megara, Phil, Pegasus, and Iago)
 * The Forces Of Bambi vs. The Forces Of Cruella (Featuring the Forest Animals, Horace, Jasper, Madame Medusa, Brutus, Nero, Buck, Tod, Kenai, Clayton's Men, Maggie, Grace, Mrs. Calloway, the Black Forest Wolves, Faline, Clayton, Lucky Jack, Koda, Snoops, and Vixie)
 * Intense Cutscene (Featuring Hades, the Spring Sprite, The Firebird, Pain, Panic, Rutt, Tuke, the Forest Animals, Koda, Kenai, Cruella de Ville, Horace, Jasper, Madame Medusa, Buck, Tod, Vixie, Clayton, Clayton's men, Maggie, Grace, Mrs. Calloway, the Great Prince of the Forest, Lucky Jack, and Bambi)

Round 11:

 * Tarzan vs. Rourke (Featuring King Louie, The Bandar-log, Rourke's mercenaries, Helga, Jane Porter, and Tantor)
 * Timon & Pumbaa vs. Sabor (Featuring Shere Khan, Scar, Zira, and Kaa)
 * Peter vs. Lumpjaw vs. The Cheshire Cat (Featuring Honest John, Gideon, Stromboli, Bongo, Ivan, Sonia, and Sasha)
 * Pinocchio & Skippy vs. Jack-In-The-Box (Featuring the Coachman, Sarousch, Jiminy Cricket, Sis, Toby, and Tagalong)
 * The Forces Of Beast vs. The Forces Of Frollo (Featuring the Queen of Hearts, Captain Hook, Gaston, LeFou, Amos Slade, the Seven Dwarfs, Quasimodo, Mulan, Hook's pirates, Mushu, Mr. Smee, Cri-Kee, Frollo's soldiers, the Forest Animals, and Maleficent)
 * Panchito Pistoles, José Carioca, and Pecos Bill vs. Alameda Slim's Posse (Featuring McLeach, Rico, the Willie Brothers, Mr. Wesley, Junior, Joanna, Maggie, Grace, Mrs. Calloway, Lucky Jack, and Widowmaker)
 * Forces of Hercules vs. Forces of the Horned King and Evil Queen (Part 1) (Featuring Creeper, the Gwythaints, Ichabod Crane, Robin Hood, Goofy, Friar Tuck, the Nottingham Villagers, Yao, Ling, Chien-Po, Ratty, Moley, Pongo, Cauldron Born, Jasmine, Pluto, Skippy, Sis, Tagalong, Fagin, Bernard, Bianca, Lady Tremaine, Lucifer, Madame Medusa, Basil, Bill Sykes, Tramp, Cruella de Ville, Shan Yu, Hayabusa, Phoebus, the Horned King's barbarians, Taran, Professor Ratigan, O'Malley, Duchess, Edgar, Oliver, Dodger, Rita, Jake, Duchess' kittens, the Alley Cats, Lady, the 99 puppies, Roscoe, Desoto, Dumbo, Timothy Q. Mouse, Figaro, Gus, Jaq, and Roquefort)
 * Simba and Nala vs. Ratcliffe (Featuring Zazu, Percy and Ratcliffe's colonists)
 * Team Human Again vs. Yzma and the Witches of Morva (Featuring Louis, Ray, Pacha, Kuzco, Naveen, Tiana, the Inca guardsmen, and Merlin)
 * Forces of Hercules vs. Forces of The Horned King and Evil Queen (Part 2) (Featuring the Cauldron Born, Lady Tremaine, Drizella, Morgana, Shan Yu, Hayabusa, Taran, Jasmine, Winnie the Pooh, Tigger, Eeyore, Rabbit, Piglet, Doctor Facilier, the Gwythaints, the Nottingham Villagers, Robin Hood, Madame Medusa, Moley, Yao, Ling, Chien-Po, Mickey Mouse, Donald Duck, Goofy, the Horned King's barbarians, Ratty, Esmeralda, Phoebus, Cloak, Dagger, Anastasia, Djali, Lady Kluck, Creeper, Phil, the Hun warriors, Maid Marian, Little John, Bill Sykes, Megara, and Pegasus)
 * Kerchak vs. Scar's Forces (Featuring Shere Khan, Zira, Kaa, Shenzi, Banzai, Ed, Timon, Mowgli, the Hyenas, Pumbaa, and Zira's lionesses)

Round 12:

 * Beast vs Humbert the Huntsman (Featuring Doctor Facilier, Belle, Facilier's Shadow, The Vultures, the Seven Dwarfs, Quasimodo, Mulan, The Vultures, the Shadow Demons, Mushu, and the Forest Animals)
 * Pocahontas and John Smith vs Denahi (Featuring Kenai, Koda, Mrs. Calloway, Maggie, Grace, Flit, and Meeko)
 * Buzz Lightyear vs Rourke (Featuring Rourke's mercenaries, Mira Nova, Booster, XR, and Helga)
 * The Forces of Peter Pan vs the Forces of Zurg (Featuring Morph, John Silver, Silver's pirates, Warp Darkmatter, Jim Hawkins, Alice, Gantu, Tinker Bell, and Scroop)
 * Hercules vs Willie the Giant (Featuring Jafar, Iago, Pain, Panic, Maleficent, Hades, Phil, Phoebus, Robin Hood, Maid Marian, Winnie the Pooh, Rabbit, Eeyore, Tigger, Piglet, Megara, Lady Kluck, Esmeralda, Pegasus, Jasmine, Yao, Ling, and Chien-Po)
 * The Forces of Beast vs Dr. Facilier (Featuring Belle, the Vultures, the Seven Dwarfs, Quasimodo, Mulan, the Shadow Demons, Mushu, the Friends on the Other Side, Cri-Kee, Lumiere, Cogsworth, Mrs. Potts, Victor, Hugo, and Laverne)
 * Simba vs Tarzan (Hero Battle) (Featuring Kaa, Mowgli, Timon, Pumbaa, Baghera, Simba's lionesses, Baloo, Shenzi, Banzai, Ed, Jane Porter, Professor Porter, Tantor, Rafiki, Terk, Kala, and Nala)
 * Breakout of Prince John's Castle (Featuring Aladdin, Abu, Jasmine, Hercules, Pegasus, Phil, Mickey, Donald, Goofy, Pluto, Robin Hood, Little John, Maid Marian, Lady Kluck, Mr. Toad, Ratty, Moley, Phoebus, Esmeralda, Clopin, Taran, Eilonwy, Gurgi, Pooh, Piglet, Tigger, Rabbit, Eeyore, Roo, Yao, Ling, Chin-Po, Mad Hatter, March Hare, The King, The Grand Duke, Sir Ector, Sir Kay, Sarah Hawkins, Willie the Giant, Prince John, Sir Hiss, The Sheriff of Nottingham, Prince John's Army, Pete, The Beagle Boys, Queen of Hearts, and The Card Soldiers, Pete's weasels, the Nottingham villagers, and The King of Hearts)
 * Escape From the Forbidden Mountains (Featuring Merlin, Flora, Fauna, Merryweather, Prince Phillip, Tiana, Naveen, Louis, Ray, Kuzco, Pacha, Cinderella, Maurice, Maleficent, Yzma, Odin, Madam Mim, The Witches of Morva, The Headless Horseman, the Inca guardsmen, Diablo, Maleficent's goons, Aurora, and Snow White)
 * Battle of the Circus (Featuring Lilo, Stitch, the Crows, Fagin, the 99 Puppies, Pongo, Perdita, Oliver, Dodger, Tito, Francis, Einstein, Rita, Lady, Tramp, The Alley Cats, O'Malley, Duchess, Duchess' kittens, Basil, Dawson, Bernard, Bianca, Roquefort, Jake, Orville, Jaq, Gus, Timothy, Dumbo, Figaro, Cleo, Peter, Sasha, Sonia, Ivan, Lost Boys, Wendy, John, Michael, Penny, Cody, Brer Rabbit, Bongo, Stromboli, Foulfellow, Gideon, The Coachman, Jack in the Box, Lumpjaw, Pink Elephants, Heffalumps and Woozles, the Clowns, the Elephants, Sarousch, Mrs. Jumbo, Jenny Foxworth, Frollo's soldiers, and Fagin)
 * Siege on the Evil Queen's Castle (Featuring Quasimodo, Mulan, Mushu, Beast, Belle, Lumiere, Cogsworth, Mrs. Potts, Hugo, Victor, Laverne, the Seven Dwarfs, Shan Yu, Lady Tremaine, Anastasia, Drizella, Ratigan, the Forest Animals, and the Horned King's barbarians)

Round 13:

 * Prologue (featuring Hercules, Megara, Merlin, Donald Duck, Mickey Mouse, Sarah Hawkins, Phil, Aladdin, Abu, Goofy, Jasmine, Frollo, Esmeralda, Djali, Captain Li Shang, Mr. Toad, Ratty, Moley, Frollo's guardsmen, Stitch, Jim Hawkins, Long John Silver, Morph, Peter Pan, Lilo, Tinker Bell, Alice, the Lost Boys, Skippy, the Nottingham Villagers, Robin Hood, Gurgi, Taran, Captain Phoebus, Tigger, Winnie the Pooh, Roo, Eeyore, Piglet, Rabbit, the Horned King, the Cauldron-Born, the Gwythaints, Madame Medusa, Clayton, Clayton's hunters, Queen Grimhilde, Emperor Zurg, Doctor Hamsterviel, Gantu, Warp Darkmatter, Scroop, Pluto, Perdita, Bernard, Bianca, Mrs. Jumbo, Timothy, Dumbo, Lady, Basil, Doctor Dawson, the Alley Cats, Dodger, Tito, Pegasus, the Flying Carpet, Wendy, John, and Michael)
 * Battle of Grimhilde's Castle (Part 1) (featuring Aladdin, Jasmine, Captain Phoebus, the Horned King's barbarians, Sultan [Beauty and the Beast], Cogsworth, Lumiere, Mrs. Potts, the Hun warriors, Mickey Mouse, Yao, Ling, Chien-Po, Quasimodo, Victor, Hugo, Laverne, Mulan, the Seven Dwarfs, the Forest Animals, the Beast, Pecos Bill, Widowmaker, Panchito Pistoles, Morgana, Cruella de Ville, Sir Ector, Skippy, the Nottingham Villagers, Horace, Jasper, Sir Kay, Robin Hood, Little John, Lady Kluck, the Chinese army, the Horned King, Creeper, the Grand Duke, Frollo's guardsmen, Taran, Frollo, Cloak, Dagger, Mr. Toad, the Flying Carpet, Ratty, Moley, Abu, the March Hare, Donald Duck, Goofy, Pongo, Perdita, Basil, Bernard, Bianca, Jake, Maid Marian, the Vultures [Jungle Book], Sarah Hawkins, Phil, Eilonwy, Oliver, Jose Carioca, Jaq, Gus, Thomas O'Mally, Timothy, Esmeralda, Francis, Einstein, Tito, the Mad Hatter, and Queen Grimhilde)
 * Battle of Planet Z (featuring Buzz Lightyear, Dr. Jumba, Pleakly, Dr. Doppler, Captain Amelia, BEN, Rourke, Mira Nova, XR, Booster, Emperor Zurg, Dr. Hamsterviel, Gantu, Scroop, Warp Darkmatter, the Hornets, Peter Pan, Milo, Stitch, Lilo, John, the Lost Boys, Vinny, Alice, Tinker Bell, Jim Hawkins, Morph, Long John Silver, Moliere, Audrey, Wilhelmina, and Jebidiah)
 * Prologue (Featuring Queen Grimhilde, Queen Grimhilde's Raven, Gantu, Warp Darkmatter, Jim Hawkins, the Grand Councilwoman, Buzz Lightyear, Long John Silver, Morph, Stitch, Lilo, Peter Pan, Alice, Booster, Mira Nova, Milo, Kida, Pinocchio, Geppetto, Jiminy Cricket, Aurora, Prince Philip, Cinderella, Arthur, Kuzco, Mama Odie, Merlin, Ray, Snow White, Maurice, Tiana, Naveen, Louis, Rafiki, Pacha, Archimedes, Kaa, Shenzi, Banzai, Ed, Shere Khan, Scar, Jafar, Iago, Ursula, Governor Ratcliffe, Rourke, the Queen of Hearts, Captain Hook, Pete, Pocahontas, John Smith, Grandmother Willow, Clayton, Madame Medusa, Dr. Jumba, Pleakly, Captain Amelia, Wendy, John, Michael, and the Lost Boys)
 * Battle for the Native Land (The Ships Part 1) (Featuring Flora, Fauna, Merryweather, Archimedes, Captain Hook, Jafar, Iago, Governor Ratcliffe, Ratcliffe's colonists, Prince Charming, Mr. Smee, Hook's pirates, Ariel, Flounder, the Genie, Pete, Merlin, Sebastian, Scuttle, Prince Eric, Prince Philip, Ursula, Jim Hawkins, Long John Silver, Tick-Tock the Crocodile, Peter Pan, and Clayton)
 * Battle for the Native Land (The Shore) (Featuring Pocahontas, Rourke, the Queen of Hearts, the Card Soldiers, John Smith, Kuzco, Pacha, the King of Hearts, Louis, Ray, Tiana, Naveen, Prince Eric, Marina del Ray, Mama Odie, Rafiki, Meeko, Flit, Lilo, and Stitch)
 * Battle for the Native Land (The Ships Part 2) (Featuring Ursula, Jafar, Iago, Prince Philip, Razoul, the Agrabah guardsmen, Prince Charming, Long John Silver, Flora, Fauna, Merryweather, Merlin, Jim Hawkins, Morph, Peter Pan, Scuttle, Ariel, the Genie, Milo, Prince Eric, Monstro, Archimedes, Buzz Lightyear, Captain Amelia, Dr. Doppler, Stitch, Booster, Dr. Jumba, Mira Nova, Alice, Sebastian, Pinocchio, Geppetto, Pocahontas, Naveen, Tiana, Mama Odie, and Kuzco)
 * Interlude (Featuring Flora, Fauna, Merryweather, Pocahontas, Peter Pan, Cinderella, Prince Charming, Maurice, Pinocchio, Aurora, Arthur, Pacha, Merlin, Ariel, Tiana, Jiminy Cricket, Jim Hawkins, Morph, Archimedes, John Smith, Louis, Kuzco, Madame Medusa, Clayton, and Iago)
 * Battle of Grimhilde's Castle (Part 2) (Featuring Frollo, Creeper, Shan Yu, Bill Sykes, Lady Tremaine, Edgar, Roscoe, Desoto, Aladdin, Abu, Captain Li Shang, Little John, the March Hare, Sir Ector, the Cauldron Born, Mr. Toad, Ratty, Moley, Victor, Hugo, Laverne, Mickey Mouse, Donald Duck, Goofy, Captain Phoebus, the Horned King, Sultan [Beauty and the Beast], Cogsworth, Lumiere, Clopin, Pecos Bill, Yao, Ling, Chien-Po, Taran, Jaq, Gus, Timothy, Dumbo, Roquefort, Bianca, Bernard, Jake, Basil, Pongo, Perdita, Eilonwy, Fflewddur Fflam, Gurgi, Esmeralda, Thomas O'Malley, Lucifer, Mulan, Cri-Kee, Duchess' Kittens, Figaro, the Alley Cats, Oliver, Tramp, Drizella, Mushu, Quasimodo, Anastasia, the Seven Dwarfs, Jasmine, Pluto, Minnie Mouse, Daisy Duck, the Gwythaints, Robin Hood, Lady, Professor Ratigan, Tito, Rita, Einstein, Francis, Dodger, Mrs. Jumbo, The Rat (Lady and the Tramp), The Rats (The Little Mermaid), The Rats (Fantasia 2000), The Rats (The Black Cauldron), the Beast, Jose Carioca, Maid Marian, Lady Kluck, the King, the Grand Duke, the Mad Hatter, Panchito Pistoles, Orville, Belle, Grimhilde's Raven, Queen Grimhilde, the Flying Carpet, and the Forest Animals)
 * Prologue (Featuring McLeach, Alameda Slim, Joanna, Gaston, Scar, Chief, Shere Khan, Amos Slade, Mr. Wesley, Rico, Copper, the Willie Brothers, the Forest Animals, Shenzi, Banzai, Ed, the Firebird, Vitani, Nuka, Merlin, Maurice, Cinderella, Jim Hawkins, Mama Odie, Tiana, Naveen, Jiminy Cricket, Peter Pan, Aurora, Rafiki, Flora, Fauna, Merryweather, Ariel, Razoul, Pinocchio, Geppetto, Prince Philip, Archimedes, Long John Silver, John Smith, Pocahontas, Kuzco, Pacha, Arthur, Sebastian, Flounder, Winnie the Pooh, Piglet, Eeyore, Tigger, Rabbit, Bongo, Brer Rabbit, Peter, Ivan, Sonia, Sasha, the Cheshire Cat, Roo, Mickey Mouse, Minnie Mouse, Donald Duck, Daisy Duck, Captain Amelia, Jebediah, Wilhelmina, Joshua, Vinny, Morph, BEN, Lilo, Stitch, Dr. Doppler, Marahute, Cody, Milo, Kida, Dr. Jumba, Pleakley, Penny, Jenny Foxworth, Alice, Mira Nova, XR, Booster, Buzz Lightyear, and The Blue Fairy)
 * Hercules vs. Eric Hellstrom (Featuring Hades, Pegasus, Surt, Ymir, Odin's Crows, Zeus, Odin's Wolf, the Olympian Gods, Hermes, Megara, and the Fates)
 * THE BATTLE FOR THE FORCES OF NATURE
 * Part 1: The Chase (Featuring McLeach, Joanna, Kenai, Koda, Gaston, Alameda Slim, Junior, Amos Slade, Tod, Maggie, Grace, Mrs. Calloway, Bambi, Lucky Jack, Rutt, Tuke, Rico, the Hunting Dogs, Copper, Buck, Vitani, and Nuka)
 * Part 2: Tarzan vs. The Hyenas (Featuring Baloo, Simba, Bagheera, Mowgli, Kala, Zazu, the Lionesses, Timon, Pumbaa, Shenzi, Banzai, Ed, Tantor, Terk, Jane Porter, and Professor Porter)
 * Part 3: The Ambush (Featuring Bambi, Alameda Slim, Vitani, Nuka, Maggie, Grace, Mrs. Calloway, Zira, and Zira's lionesses)
 * Part 4: Copper Attacks (Featuring Peter, Bongo, Tod, Copper, Brer Rabbit, Vixey, Koda, Sasha, Rico, Ivan, Kenai, Sonia, Lumpjaw, and Clayton)
 * Part 5: Protect the Spring Sprite (Featuring Rafiki, Grandmother Willow, Mama Odie, the Spring Sprite, Shenzi, Banzai, Ed, Shere Khan, Scar, the Firebird, and the Hyenas)
 * Part 6: Bambi vs. Gaston (REMATCH) (Featuring Copper, Amos Slade, Bambi's Mother, the Hunting Dogs, and the Great Prince of the Forest)
 * Part 7: Reunion (Featuring Pocahontas, Clayton, Kenai, Koda, John Smith, Denahi, the Spring Sprite, Meeko, and Flit)
 * Part 8: Defend the King (Featuring Tigger, Rabbit, Roo, Rutt, Tuke, Buck, the Spring Sprite, McLeach, Rico, Mr. Wesley, Winnie the Pooh, Piglet, Alameda Slim, Simba, Pacha, Kuzco, the Willie Brothers, Tiana, Naveen, Timon, Pumbaa, Joanna, Louis, the Lionesses, Nala, Eeyore, and Ray)
 * Part 9: Cheshire Cat Returns (Featuring Bambi, the Cheshire Cat, and the Great Prince of the Forest)
 * Part 10: The Heroes Converge (Featuring Piglet, Winnie the Pooh, Tigger, Rabbit, Rutt, Tuke, the Hunting Dogs, Ivan, Lumpjaw, Brer Rabbit, Grace, Zira, Faline, Tod, Bongo, Kenai, Lucky Jack, Buck, Maggie, Koda, Flit, John Smith, Amos Slade, the Spring Sprite, Pocahontas, Peter, Bambi, Mrs. Calloway, Nuka, Vixey, Vitani, and Eeyore)
 * Part 11: The Firebird Arrives (Featuring Merlin, Tiana, Kuzco, the Hyenas, Shere Khan, Pacha, Scar, Kaa, Naveen, Shenzi, Banzai, Ed, Tarzan, Maggie, Grace, Mrs. Calloway, Peter, Sasha, Winnie the Pooh, Rabbit, Piglet, Mowgli, Simba, the Lionesses, Professor Porter, Terk, Tantor, Brer Rabbit, Rafiki, Mama Odie, Bambi, Denahi, Kenai, Buck, Tod, John Smith, the Firebird, Meeko, Bongo, Baloo, Eeyore, Roo, Tigger, Archimedes, Pocahontas, Vixey, the Great Prince of the Forest, Amos Slade, the Spring Sprite, Copper, Mickey Mouse, Daisy Duck, Donald Duck, Goofy, and Minnie Mouse)
 * Part 12: Simba and Tarzan vs. Scar and Shere Khan (Featuring Shenzi, Banzai, Ed, the Hyenas, and Jane Porter)
 * Emotional Cutscene (Featuring Tigger, Roo, Winnie the Pooh, Rabbit, Eeyore, Bambi, Faline, Bongo, Tod, the Cheshire Cat, Maggie, Kenai, Koda, Naveen, Tiana, Mrs. Calloway, Kuzco, Louis, Brer Rabbit, Ray, Meeko, Copper, Peter, Ivan, Sasha, Pacha, Timon, Pumbaa, Simba, Jane Porter, Tarzan, Pocahontas, Bagheera, Terk, Professor Porter, Mowgli, Amos Slade, the Spring Sprite, Denahi, Nala, and Merlin)
 * Epilogue (Featuring McLeach, Joanna, Monstro, Ratcliffe, Zira, Kovu, Madame Medusa, Pete, Clayton, Queen Grimhilde, Grimhilde's Raven, the Vultures [Snow White], Jafar, the Genie, the Fates, Megara, Phil, Quasimodo, Captain Li Shang, Hercules, Pegasus, the Beast, Basil, Pongo, Skippy, Taran, and Aladdin)

Round 14:

 * Prologue (Featuring Maleficent, Maleficent's Goons, Hades, Diablo, Jafar, Madame Mim, the Genie, Iago, the Sultan, Ursula, Flotsam, Jetsam, Pete, Madame Medusa, Mr. Winkie, Stromboli, Brutus, Nero, Shere Khan, Kaa, Shenzi, Banzai, Ed, Merlin, Aladdin, Phil, Meg, Archimedes, Aurora, the March Hare, the Mad Hatter, Pecos Bill, Mr. Toad, Jiminy Cricket, Pinocchio, Gurgi, Flora, Fauna, Merryweather, Eilonwy, Taran, Prince Philip, Robin Hood, Maid Marian, Jose Carioca, Panchito Pistoles, the Nottingham Villagers, Belle, Maurice, the King, Prince Charming, Geppetto, Sir Kay, Sir Ector, Razoul, Skippy, Cinderella, Arthur, the Fairy Godmother, Little John, Clopin, Moley, Ratty, Grimhilde's Raven, Snow White, Scuttle, Sebastian, Ariel, Flounder, King Triton, Donald Duck, Mickey Mouse, Goofy, Winnie the Pooh, Bongo, Duchess, Duchess' Kittens, Tigger, Roo, Rabbit, Eeyore, Figaro, Ivan, Einstein, Lady, Pongo, Perdita, Tramp, Sasha, Peter, Francis, Pluto, Tito, Brer Rabbit, Dodger, Sonia, Thomas O'Malley, Rita, Oliver, the 99 Puppies, Piglet, Abu, Basil, Mushu, Jaq, Gus, Roquefort, Jasmine, the Seven Dwarfs, Dumbo, Timothy, the Agrabah guardsmen, Victor, Hugo, Laverne, Mulan, Captain Li Shang, Cogsworth, Lumiere, Quasimodo, Bianca, Bernard, the Beast, Jake, Phoebus, Esmeralda, Simba, the Spring Sprite, Louis, Timon, Pumbaa, Buck, Tarzan, Rafiki, Mowgli, Baloo, Bagheera, Naveen, Tiana, Grandmother Willow, Maggie, Grace, Mrs. Calloway, Rutt, Tuke, Nala, Faline, Bambi, Tod, Tantor, Terk, Mama Odie, Meeko, Pocahontas, Flit, Kenai, Koda, Lucky Jack, Denahi, the Elk, Pacha, Kuzco, John Smith, the Great Prince of the Forest, Lilo, Stitch, Wendy, Jim Hawkins, Prince Eric, Tinker Bell, Peter Pan, Morph, Long John Silver, John, Captain Amelia, Milo, XR, Penny, Buzz Lightyear, Jenny Foxworth, Kida, Dr. Doppler, the Lost Boys, Cody, Pleakley, BEN, Dr. Jumba, Mira Nova, Booster, Alice, Audrey, Joshua, Michael, Zeus, the Blue Fairy, Yen Sid, Hermes, Chernabog, the Black Triangles, the Cauldron Born, and the Prosecutor Cat)
 * Mickey, Donald, and Goofy vs. Pete's Alliance (Featuring Madame Medusa, Mr. Winkie, and Stromboli)
 * The Battle for Agrabah (Featuring Yao, Ling, Chien-Po, Captain Li Shang, Jafar, Iago, Basil, Phoebus, the Chinese army, Quasimodo, Lumiere, the Genie, Dumbo, the Beast, Aladdin, Mulan, Bernard, Jake, Bianca, the Seven Dwarfs, Belle, Mrs. Potts, Chip, Cogsworth, Gus, Jaq, Madame Mim, Rajah, Razoul, the Agrabah guardsmen, Timothy, Jasmine, Mushu, Victor, Hugo, Laverne, Dr. Dawson, the Backson, the Two-Headed Serpent, the Griffin, the Minotaur, the Lizard Monster, Abu, the Forest Animals, Roquefort, Orville, the Rock Titan, the Flying Carpet, Esmeralda, and the Sultan)
 * Prologue (2) (Featuring Ursula, Flotsam, Jetsam, Ariel, Buzz Lightyear, Tinker Bell, Jim Hawkins, Lilo, Peter Pan, Prince Eric, Alice, Stitch, Milo, Kida, Long John Silver, Simba, Tod, Vixey, Jane Porter, Tarzan, the Spring Sprite, Bambi, Mowgli, Kenai, Maggie, Grace, Mrs. Calloway, Tiana, Denahi, Kuzco, John Smith, Pocahontas, Timon, Pumbaa, and Nala)
 * The Titans Attack! (Featuring Winnie the Pooh, Merlin, Taran, Robin Hood, Prince Philip, Piglet, Sir Ector, Sir Kay, Little John, Friar Tuck, Fagin, Tramp, Lady, Gurgi, Prince Charming, Rabbit, Flora, Fauna, Merryweather, Clopin, Pecos Bill, Widowmaker, Aurora, the Titans, the Wind Titan, Bongo, Pongo, Cinderella, Fflewddur Fflam, Eilonwy, the Mad Hatter, the March Hare, the Ice Titan, Jiminy Cricket, Peter, Ivan, Eeyore, Tigger, Dodger, Oliver, Rita, Einstein, Francis, Tito, Maid Marian, Pinocchio, Arthur, the Cyclops, Mr. Toad, Maurice, the Grand Duke, Duchess, Duchess' kittens, Thomas O'Malley, the 99 puppies, Perdita, Archimedes, Roo, Pluto, Sasha, Willie the Giant, Panchito Pistoles, the King, Jose Carioca, Brer Rabbit, Skippy, Sergeant Tibbs, the Fairy Godmother, and Dodger)
 * The Battle for the Sea (Featuring Ariel, Prince Eric, Cody, Mira Nova, Booster, XR, Long John Silver, Ursula, Jim Hawkins, Jenny Foxworth, Tinker Bell, Peter Pan, the Lost Boys, Buzz Lightyear, Captain Amelia, Audrey, Moliere, Vinny, Milo, Kida, Flotsam, Jetsam, Sebastian, Flounder, Lilo, Stitch, Penny, Alice, Dr. Doppler, John, Michael, Dr. Jumba, Monstro, Pleakley, Morph, BEN, and Wendy)
 * Interlude (Featuring Aladdin, the Magic Carpet, Bernard, Bianca, Jake, Basil, Captain Li Shang, the Chinese army, the Beast, Arthur, Quasimodo, Captain Phoebus, Phil, Merlin, Jose Carioca, the Sultan, Pluto, Minnie Mouse, Daisy Duck, the Fairy Godmother, Timothy, the Seven Dwarfs, Robin Hood, Mrs. Jumbo, Dumbo, Sarah Hawkins, Prince Philip, Jasmine, Panchito Pistoles, Little John, Pecos Bill, Widowmaker, Hades, Charon, Cruella de Ville, Gaston, Ursula, Pain, and Panic)
 * The Battle for Pride Rock (Featuring Simba, Nala, Timon, Pumbaa, Tarzan, Bagheera, Baloo, the Hyenas, the Spring Sprite, Bambi, Pocahontas, Kenai, Koda, Buck, Zazu, Rutt, Tuke, Mowgli, Denahi, Tod, Vixey, Tiana, Tantor, Terk, Professor Porter, Jane Porter, Shenzi, Banzai, Ed, Lucky Jack, Kaa, Maggie, Grace, Mrs. Calloway, Kuzco, Shere Khan, Naveen, Louis, John Smith, Pacha, the Lava Titan, Meeko, the Great Prince of the Forest, and Chernabog)
 * Prologue (3) (Featuring Mufasa, Sitka, Queen Athena, Ray, the Blue Fairy, King Triton, Hades, Ursula, Cruella de Ville, Gaston, Sa'Luk, McLeach, Shan Yu, Nessus, Cerberus, the Hydra, Pain, Panic, Robin Hood, Little John, Aladdin, Flora, Fauna, Merryweather, Mickey Mouse, Widowmaker, Jose Carioca, Pluto, Goofy, Donald Duck, Abu, Hercules, Prince Philip, Panchito Pistoles, Pecos Bill, Jafar, Iago, the Genie, Maleficent, Diablo, Yzma, Merlin, Archimedes, Arthur, BEN, Jim Hawkins, Bernard, Bianca, Thomas O'Malley, Duchess, Duchess' kittens, Dumbo, Timothy, the Beast, Lilo, Stitch, Buzz Lightyear, Taran, Alice, Mulan, Peter Pan, Pinocchio, Ariel, Sarah Hawkins, Lady, Jane Porter, Tarzan, Naveen, Tiana, Bagheera, Mowgli, Dodger, Francis, Simba, the Spring Sprite, Tod, Vixey, Basil, John Smith, Pocahontas, Kenai, Koda, Quasimodo, Kuzco, Pongo, Perdita, the Fairy Godmother, Bambi, Jiminy Cricket, Maggie, the Seven Dwarfs, Milo, Audrey, Winnie the Pooh, Chernabog, Chernabog's minions)
 * Battle for the Underworld (Featuring Aladdin, Abu, Nessus, Mickey Mouse, Jose Carioca, Panchito Pistoles, Flora, Fauna, Merryweather, Prince Philip, Robin Hood, Cerberus, Goofy, Donald Duck, the Genie, Little John, Pluto, Pain, Panic, the Flying Carpet, Hercules, Hades, Meg, Cruella de Ville, McLeach, Shan Yu, Sa'Luk, Ursula, Flotsam, Jetsam, Gaston, Pecos Bill, the Hydra, Sitka, the Blue Fairy, Ray, Mufasa, Kerchak, Queen Athena, The Head Ancestor, Willie the Whale, and the Fates)
 * Battle of Bald Mountain (Part 1) (Featuring the Vultures [Jungle Book], the Crows, the Seven Dwarfs, Kuzco, Pacha, Duchess, Merlin, Arthur, Phil, Timon, John Smith, Captain Li Shang, Simba, Winnie the Pooh, Piglet, Sebastian, Ariel, Tarzan, Mr. Toad, Jasmine, Daisy Duck, Lumiere, Basil, Dr. Dawson, Cinderella, Buzz Lightyear, Maleficent, Diablo, Lilo, Minnie Mouse, Bianca, Bernard, Quasimodo, Captain Phoebus, the Fairy Godmother, Oliver, Pongo, Gurgi, Buck, Stitch, Taran, Mowgli, Mulan, Cri-Kee, Bambi, Naveen, Tiana, Denahi, Mickey Mouse, Donald Duck, Goofy, Aladdin, Lady, Hercules, the Blue Fairy, Robin Hood, Prince Philip, Willie the Whale, Willie the Giant, Tigger, Jafar, Yzma, Kronk, the Titans, the Wind Titan, the Lava Titan, the Ice Titan, the Rock Titan, the Lionesses, Dodger, Long John Silver, Maleficent's goons, Dumbo, Timothy, Mira Nova, Mushu, Tod, the Chinese army, Little John, Maid Marian, Peter, Bongo, Zeus, Gus, Panchito Pistoles, Jose Carioca, Pegasus, Duchess' kittens, Louis, Jaq, Tramp, Scuttle, the 99 puppies, Sasha, Brer Rabbit, the Genie, Pecos Bill, Widowmaker, Bagheera, Abu, Eilonwy, Pocahontas, Kida, Belle, Baloo, Alice, Pumbaa, Milo, Maggie, Grace, Mrs. Calloway, the Great Prince of the Forest, Skippy, Dr. Doppler, Iago, Eeyore, Roo, Rabbit, the Flying Carpet, Yao, Ling, Chien-Po, King Triton, XR, Booster, Cogsworth, Kenai, Tinker Bell, Peter Pan, Morph, Sir Kay, BEN, Jim Hawkins, the Spring Sprite, Razoul, Moliere, Vinny, and Chernabog)
 * Prologue (4) (Featuring Queen Grimhilde and Pete)
 * Battle of Bald Mountain (Part 2) (Featuring Chernabog's minions, the Cauldron Born, Chernabog, Yzma, Hercules, Pegasus, Taran, Jim Hawkins, Long John Silver, Morph, Kuzco, Pacha, Pinocchio, the Beast, Belle, Cogsworth, Lumiere, Mrs. Potts, Basil, Quasimodo, Esmeralda, Aladdin, Abu, the Flying Carpet, Peter Pan, the Black Triangles, John Smith, Dumbo, Timothy, Kenai, Laverne, Mushu, the Vultures [Jungle Book], Wendy, Tantor, Maleficent, Flounder, Lilo, the Prosecutor Cat, Lady, Pluto, Duchess, Duchess' kittens, Oliver, Mickey Mouse, Prince Eric, Captain Phoebus, Simba, the Seven Dwarfs, the Great Prince of the Forest, Bambi, Lucky Jack, Cody, Roquefort, Phil, Buzz Lightyear, Stitch, Bernard, Donald Duck, Tarzan, Pongo, Sir Ector, Denahi, the Crows, Tod, Rabbit, Tito, Terk, the 99 puppies, Alice, Merlin, Archimedes, Captain Amelia, Pocahontas, Tiana, Naveen, Goofy, Minnie Mouse, Daisy Duck, Booster, XR, Robin Hood, King Triton, Thomas O'Malley, Prince Philip, Mira Nova, Pleakley, Milo, Bagheera, Maid Marian, Lady Kluck, Peter, Willie the Whale, the Blue Fairy, Kerchak, the Mad Hatter, the March Hare, Mufasa, Willie the Giant, Sitka, the Head Ancestor, Queen Athena, Ray, Timon, Ariel, Sebastian, Koda, the Spring Sprite, Tramp, the Colorful Triangles, Winnie the Pooh, Fagin, Dodger, the Lionesses, Mama Odie, Flora, Fauna, Merryweather, Pecos Bill, Widowmaker, Tinker Bell, Captain Li Shang, the Chinese army, Zeus, the Genie, the Fairy Godmother, and Panchito Pistoles)
 * Epilogue (Featuring Queen Grimhilde, Pete, Madam Mim, Yzma, Mickey Mouse, the Blue Fairy, King Triton, Queen Athena, Ariel, Kenai, Sitka, Denahi, Tarzan, Kerchak, the Head Ancestor, Mushu, Tigger, Willie the Giant, Winnie the Pooh, Roo, Eeyore, Piglet, Rabbit, Ray, Willie the Whale, Mufasa, Simba, Tiana, Naveen, the Seven Dwarfs, the Forest Animals, Snow White, Merlin, Grimhilde's Raven, the Prince, the Fairy Godmother, Archimedes, Pegasus, Phil, Hercules, Meg, Mulan, the Beast, Quasimodo, Mama Odie, Belle, Cogsworth, Mrs. Potts, Lumiere, Victor, Hugo, Laverne, Cri-Kee, Mushu, Flounder, Sebastian, the Genie, Prince Eric, Rafiki, Pacha, Kuzco, Owl, Kanga, Christopher Robin, Aladdin, Maggie, Grace, Mrs. Calloway, Amos Slade, Copper, Chief, Pecos Bill, Widowmaker, Buck, Lucky Jack, Oliver, Cody, Marahute, Pongo, Perdita, the 99 puppies, Lady, Jim Dear, Dodger, Duchess, Madame Bonfamille, Anita Radcliffe, Roger Radcliffe, Thomas O'Malley, Duchess' kittens, Pinocchio, Geppetto, Penny, Penny's parents, Colonel, Sergeant Tibbs, Napoleon, Lafayette, Trusty, Tramp, Jock, Fagin, Rita, Einstein, Francis, Tito, Jenny Foxworth, Pocahontas, John Smith, Chief Powhatan, Kida, Milo, Wilhelmina, Joshua, Vinny, Audrey, Meeko, Flit, Baloo, Mowgli, Bagheera, Timon, Pumbaa, Nala, Zazu, Kala, Terk, the Vultures [Jungle Book], Jane Porter, Professor Porter, Tantor, Bongo, the Spring Sprite, the Elk, Tod, Rutt, Tuke, Brer Rabbit, Peter, Ivan, Vixey, Koda, Bambi, the Great Prince of the Forest, Mira Nova, Booster, Buzz Lightyear, XR, Dr. Jumba, Pleakley, Stitch, Lilo, Captain Amelia, Dr. Doppler, BEN, the Grand Councilwoman, Morph, Jim Hawkins, Alice, the Lost Boys, John, Wendy, Michael, Sarah Hawkins, Peter Pan, Tinker Bell, Long John Silver, Basil, Dr. Dawson, Bianca, Bernard, Mrs. Jumbo, Dumbo, Jaq, Gus, Roquefort, Timothy, Jake, the Crows, Orville, Esmeralda, Captain Phoebus, Arthur, Sir Kay, Sir Ector, Yao, Ling, Chien-Po, the Chinese army, Mr. Toad, the March Hare, the Mad Hatter, Ratty, Moley, Angus MacBadger, Maid Marian, Robin Hood, Little John, Lady Kluck, Louis, Captain Li Shang, Taran, Gurgi, Eilonwy, Panchito Pistoles, Donald Duck, Jose Carioca, Flora, Fauna, Merryweather, the King, the Grand Duke, Chip, Maurice, Aurora, Prince Philip, Prince Charming, Cinderella, Clopin, Scuttle, Minnie Mouse, Jasmine, Jiminy Cricket, Goofy, and Yen Sid)

Round 1:

 * Prologue
 * Goliath vs the Huntsman
 * Hercules vs Mozenrath
 * Stitch vs the Liquidator
 * Kim Possible vs Demona
 * Phoebus vs Abis Mal
 * Pooh and friends vs Duke Igthorn (feat. the Reluctant Dragon)
 * Dipper and Mabel vs Lawrence
 * Humphrey vs Louie
 * Mickey, Donald, and Goofy vs Dr. Drakken
 * Darkwing Duck vs Pete and Doofenschmirtz
 * Epilogue

Maleficent's Return
A long time ago, in a land far away, the wicked fairy Maleficent cursed the princess Aurora to an eternal slumber. Aided by the three good fairies Flora, Fauna, and Merryweather, Aurora's love Prince Philip battled Maleficent, who took on the form of a terrible dragon. The battle was fierce, but Philip, wielding a sword blessed by the good fairies magic, struck down Maleficent. It was believed that her evil had been ended for all time, but that was not the case.

In recent years, Maleficent, her soul damned to the Underworld after her death, managed to recover enough of her power to access the palace of Hades, god of the dead. Having gotten Hades' attention, Maleficent told him that she had been planning a scheme to gather the forces of darkness throughout the world to usher in a new age of evil. She only needed Hades to restore her to the land of the living to begin her plot. In return, Maleficent promised to give Hades the opportunity and power to depose Zeus, king of the gods and Hades' brother and long-standing rival. Intrigued, Hades agreed. On Maleficent's suggestion, Hades flew out to begin by striking at the Middle Eastern city of Agrabah.

Arriving in Agrabah, Hades easily dethroned the Sultan. Seeing this, the former thief Aladdin, lover of the Sultan's daughter Princess Jasmine, went to confront the evil god, but Hades destroyed the balcony Aladdin was standing on with a fireball. Thankfully, the powerful Genie cushioned Aladdin's fall by transforming himself into a couch. Jasmine joined Aladdin in the courtyard on his Flying Carpet, and Aladdin leapt on to face Hades in the air. Hades knocked them back to earth with a blast of hellfire, then started to destroy the city around them. The Genie stretched himself out like a bridge so that the others could get to safety. As Aladdin and friends fled the city, Hades claimed Agrabah for himself.

On the orders of Queen Grimhilde, who envied the beauty of the princess Snow White, the voodoo witch doctor Facilier cornered her in a field of flowers. When Facilier tried to get Snow White to come with him, she fled into the nearby forest. Giving chase, Facilier used his voodoo powers to summon terrifying illusions to torment the princess. Snow White was so overcome with fear that she fainted, allowing Facilier to take her captive.

In France, Judge Claude Frollo was invited by a famous Ringmaster to attend his circus. Though Frollo was skeptical of the idea, he decided to tolerate the request. At the same time, the flying boy Peter Pan, decided to amuse himself by crashing the circus. Seeing Pan flying about, Frollo believed him to be a witch and ordered his men to arrest the youth. Not taking kindly to Pan's intrusion, the Ringmaster also joined the fray, using his whip to attack Pan, though he evaded the attack. Knocking aside Frollo's guards, Pan chased the Ringmaster across the ring, making him trip and fall into a bucket of water, humiliating him. While Pan and his fairy friend Tinker Bell laughed at the Ringmaster's misfortune, Frollo ordered his men to throw ropes around Pan and drag him down. As Pan was tied up and dragged away to be executed for witchcraft, Tink flew away to find help.

The crime boss Bill Sykes was prowling a neighborhood, searching for an item sought by his newest acquaintance. Sykes' dogs Roscoe and Desoto were sent in to search one particular house inhabited by fellow canines Lady, Jock, and Trusty, who they threatened in an attempt to force them out. Seeing what was happening, Lady's mate Tramp lept in to face them. Tramp managed to hold his own against the two larger dogs, and it seemed that he would come out on top. However, the fight was brought to a premature end when Sykes honked his horn for the dogs to return, having found what he was looking for. Roscoe and Desoto reluctantly departed with Sykes as Tramp comforted Lady.

The master criminal Professor Ratigan, looking to take over the world of rodents, set out to bump off any small heroes who may interfere in his grand scheme. His first targets were two agents of the Rescue Aid Society, Bernard and Bianca. As Bernard and Bianca were flying on their seagull ally Orville's back through London, Ratigan and his thug Fidget pursued them in their hot air balloon. Noticing their pursuer, Bernard and Bianca attempted to alert Orville, but Ratigan managed to ram them, sending Orville plummeting out of the sky. Fortunately, the dragonfly Evinrude arrived and helped slow Orville's descent and get him back into a flying position. Angered by this, Ratigan moved to pursue them again. Feeling they were going too slow, Ratigan threw Fidget out and started peddling the balloon himself. He again managed to ram into Orville but this time, he knocked Bernard and Bianca off the bird's back. But as Ratigan soon discovered, he hadn't been paying attention to where he was going and crashed into Big Ben as Bernard and Bianca safely parachuted down.

Maleficent, ready to show the world she had returned for vengeance, attempted to take out the powerful sorcerer Yen Sid, knowing he was one of the greatest threats to her plan. Seeking Yen Sid at his tower, Maleficent instead found the sorcerer's apprentice, Mickey Mouse. Mickey donned Yen Sid's hat, the source of his great powers, to defend himself. Maleficent fired a bolt of lightning at Mickey but Mickey caught it, turned it into a ball of energy, and threw it back at Maleficent. Maleficent quickly put up a shield to protect herself, then summoned a flood to drown Mickey. Maleficent then took command of the water, thrashing Mickey around and suck him down a whirlpool, sending him to parts unknown. At that moment, Yen Sid arrived and began to use his own magic to counter Maleficent's. As he was charging up an attack, however, Maleficent blasted Yen Sid with a powerful bolt of magic. When the smoke from the blast cleared, Maleficent and Yen Sid were gone. When Goofy and Minnie Mouse, Mickey's friends, arrived, all they could find was Mickey's hat.

The Fight Back
The evil vizier of Agrabah, Jafar, an ally of Maleficent, traveled to the undersea kingdom of Atlantica to recruit the sea witch Ursula to Maleficent's side. Ursula agreed, so long as Jafar helped her to overthrow King Triton, ruler of the seas, and bring his Trident to her. Jafar gained access to the Atlantica palace where he menaced Ariel, Triton's daughter, and her friend Flounder, drawing out Triton. Triton fired several blasts from his trident, seemingly vaporizing Jafar, but Jafar then revealed himself to have simply teleported away. As Jafar shrugged off another attack and Triton realized just how powerful the vizier was, Jafar turned him into a sea polyp. As Ariel looked on in horror, Jafar departed. Ariel swore revenge on Jafar.

In a French tavern, the hunters Gaston and Percival C. McLeach swapped stories. Gaston told McLeach about his first kill, but was unaware of the suffering he had truly caused. Several years ago, the young fawn Bambi and his mom were out foraging for grass when Gaston spotted them while hunting. Gaston readied his bow and arrow, but Bambi's mother heard him and she and Bambi ran for shelter as Gaston fired and missed. As the two deer continued to run, Gaston moved in closer and took out his blunderbuss. He fired several shots with his gun, killing Bambi's mom. Bambi looked on in remorse as Gaston claimed his kill, before Bambi's father, the Great Prince of the Forest came and guided Bambi to safety. As Gaston finished his story, he showed McLeach he still had Bambi's mother's head mounted on the tavern wall, along with many other hunting trophies.

In England, the tyrannical Prince John received an envoy from Wonderland, the mad Queen of Hearts. At the same time, the outlaws Robin Hood and Little John snuck into the prince's castle in disguise, planning to steal from John's treasury and distribute it among the English villagers. Though John and his men did not recognize Robin, the Queen had a sharper eye. At first humoring the outlaws, she then ordered her card soldiers to seize them. Robin Hood tried to fight them off, but they overwhelmed him with sheer numbers, to Prince John's joy. Little John came to Robin's rescue, fighting the guards off and freeing his comrade. Robin Hood, Little John and Robin's love Maid Marian all escaped into the forest while Marian's lady-in-waiting Lady Kluck held the cards off. With a final parting taunt, Kluck also escaped.

In Paris, Frollo assigned the noble woman Lady Tremaine and her daughters to watch his deformed adoptive son Quasimodo while he was out meeting with Maleficent. However, trouble arose when Anastasia and Drizella Tremaine were repulsed by Quasimodo's appearance and mocked him, with their mother encouraging them. After enduring several days of humiliation, Quasimodo could take no more. Grabbing a torch, he attempted to chase the Tremaines out of his home. However, Lady Tremaine called his bluff and locked Quasimodo in the tower.

After secretly murdering his brother Mufasa, the lion Scar ascended to the throne as king of the African savannah. Scar was supported by his hyena lackeys Banzai, Shenzi, and Ed and the conniving tiger Shere Khan, but the Indian man-cub Mowgli didn't trust the predator. Seeing Mowgli as a potential threat to his rule, Scar ordered his hyenas to dispose of Mowgli and his caretakers, the bear Baloo and the panther Bagheera. When the hyenas tracked the three down and went to kill them, Bagheera slashed Shenzi across the face, angering her. Baloo tried to usher Mowgli to safety, but Scar cut off their escape. Baloo tried to fight Scar himself but Scar knocked him to the ground. Scar then leapt at Mowgli, but Mowgli knocked him to the ground with a stick. Taking advantage of Scar's weakness, Mowgli, Baloo, and Bagheera escaped into the jungle, leaving Scar and Shere Khan to look on in annoyance.

Returning from Atlantica, Jafar (now Sultan of Agrabah thanks to Hades), instructed the witch Mad Madam Mim to find Aladdin, kill him, and bring back Princess Jasmine, who Maleficent needed for her own purposes. Tracking the heroes down to an oasis in the Arabian desert, Madam Mim first terrified the group by morphing her face into that of a hog's before trapping Jasmine in a giant hourglass. Taking his scimitar, Aladdin tried to free her, but Mim morphed into a giant snake and trapped Aladdin in her coils. At that moment, the Genie stepped in and dropped a rock on Mim's head. Aladdin then took advantage of the distraction to stab Mim with a sword, forcing her to release her grip. Mim retreated down a hole, but Aladdin and Genie were too late to save Jasmine, as they watched her disappear under the sand. Meanwhile, Mim returned to Jafar and presented him with Jasmine, having teleported her back to Agrabah with her.

Tasked with capturing another princess for Maleficent's plot, Queen Grimhilde consulted her Magic Mirror to find a suitable prize. Told that Belle might suit her purposes, the Queen set out for the French chateau where she lived with the animalistic Beast. Grimhilde's arrival terrified Belle and the Beast's servants, but the Beast went to stop her. Before he could attack, the evil queen used magic to trick the Beast into believing that she was the Enchantress that had first turned him into a beast. Grimhilde demanded that the Beast stand down, or she would never allow the curse to be lifted. The Beast reluctantly complied, and Grimhilde departed with Belle.

Seeing the initial successes the villains were having against the heroes, Hades decided it was time to test one of his new allies against his own arch-nemesis, the demigod Hercules. Choosing the thug Pete and his army of weasels, Hades sent them to Greece, where Hercules was training with his teacher Philoctetes. Phil tried to remove Pete, but the brutish cat threatened him, and Hercules stepped into the fray, taking out some of the weasels before Pete got a sucker punch in. Holding Hercules at sword point, Pete prepared to strike Hercules down with his sword when Aladdin and his friends saw the situation, swooping in and knocking the weasels aside. As Aladdin and his pet monkey Abu prepared to fight, Pete sent more weasels after them, chucking their spears at the heroes. Evading the spears, Aladdin pulled Pete's belt off, dropping his pants. As the Genie and Abu mocked him, Pete charged Aladdin with his sword, but Aladdin tricked him into cutting the rope holding up a chandelier. The chandelier crashed down on Pete's weasels and sent them and Pete rolling out a window. Impressed by Aladdin's performance, Hercules decided to help him against their mutual enemies.

In her citadel atop Forbidden Mountain, Maleficent met with her allies, including a new face, the pirate Captain Hook. She sent her raven familiar Diablo out to search the world for groups of heroes. Returning to Neverland, Tinker Bell informed the Lost Boys about Peter's capture by Frollo, and the children set out to rescue him. As the Beast wallowed in grief over Belle's abduction, his pipe organ maestro Forte, secretly in league with Maleficent, kept him passive and melancholy with his mesmerizing music.

Having fired the Ringmaster after his poor performance against Peter Pan, Frollo recruited the puppeteer Stromboli, the con artists Foulfellow and Gideon, and the sinister Coachman to organize a new circus. The Coachman had a special idea in mind to help put on the show of the century and dispose of many heroes at the same time. In London, Bernard and Bianca responded to a summons by the detective Basil of Baker Street to join the League of Extraordinary Gentlemice, an international team including the Australian kangaroo rat Jake, the French Jaq, Gus, and Roquefort, and the American circus mouse Timothy. Basil revealed that all the rodents had had an encounter with Professor Ratigan, and he was determined to bring the criminal professor to justice with their aid. Deciding the time was right, Maleficent announced her return to the world, demanding the heroes surrender themselves. Instead, the champions of good massed to defend their world.

The Resistance Gathers
Summoned to England by the benevolent wizard Merlin, Mickey Mouse's best friends Donald Duck and Goofy were informed that Mickey had been captured by Maleficent after her battle with Yen Sid. Determined to rescue their compatriot, Donald and Goofy agreed to set out for Forbidden Mountain and force Maleficent to release her prisoner. Encouraged by the duo's loyalty to their friend, Merlin had his ally, the Fairy Godmother, conjure up a pumpkin carriage for them to travel in.

From the League's individual stories of their encounters with Ratigan (though Timothy stayed mum on the subject), Basil deduced that the professor was hiding in Lady Tremaine's manor in France. Infiltrating the estate, the mice found it guarded by Tremaine's pet cat, Lucifer. The cat appeared to be asleep, so the League tried to sneak past and search for Ratigan, but without warning, Lucifer awoke and trapped Gus under a bowl. Jake immediately rushed in to help Gus, but was kept at bay by Lucifer's claws. Timothy stepped in and got Lucifer's attention, giving Jake the opportunity to kick a nearby broom down onto the cat's head. Roquefort tried to assist, but he was tripped on a curtain. Lucifer moved in for the kill, but Basil called his bloodhound Toby in, frightening Lucifer. The mice climbed aboard Toby, who managed to chase Lucifer out the tower window. The League had no chance to celebrate their first victory, however, as they spotted Ratigan, alerted by the noise, escaping in his zeppelin. Basil sulked over the fact that his mortal enemy had escaped, and the mice departed aboard Orville empty-handed.

In the Pride Lands, the hornbill Zazu spotted McLeach driving through the jungle in his hulking vehicle. Zazu immediately flew to Pride Rock to alert Mufasa's son, Simba, who had been kept in the dark by Scar as to the true nature of Mufasa's death. Regardless, Simba was not about to be chased out of the Pride Lands, even by this unique enemy. As McLeach and his pet goanna Joanna exited their vehicle, McLeach informed Simba that he had been sent by Maleficent to either kill Simba or force him out of the savannah. Simba ordered his loyal lionesses to charge, and Joanna rushed towards them, hoping to strike at Simba himself. Before she could reach him, Simba's warthog friend Pumbaa rammed into Joanna, knocking her into a crate. As the lionesses charged McLeach, McLeach climbed back into his vehicle and fired a net at the lionesses, trapping them. As Simba charged McLeach, hoping to free his subjects, McLeach fired a rocket at Simba, knocking him off a cliff. As McLeach laughed and departed with the bound lionesses, Simba's friends Timon, Pumbaa, and his mate Nala carried the wounded Simba to safety.

On the run after Triton's defeat, Ariel, and her companions Flounder and Sebastian found the pirate Captain Hook and his crew in the Jolly Roger, anchored offshore. Eavesdropping, Ariel overheard that Hook was working with Jafar. Just then, a lookout spotted Ariel and alerted Hook to her presence. Ariel dove underwater, but Hook was afraid to follow her, not wanting to disturb the crocodile that shadowed his every move. Instead, Hook ordered his first mate Mr. Smee to drop a bucket of chum overboard. As Ariel swam away, Mr Smee tripped and dropped the chum into the water, catching the attention of the fearsome whale Monstro, who was sleeping on the ocean floor. Monstro spotted Ariel and gave chase, intending to devour her whole. Ariel swam for her life, but found her escape cut off by a colossal electric eel. Getting an idea, Ariel returned to the surface, putting Hook's ship in between her and the leviathan. Taking the bait, Monstro crashed down the Jolly Roger in an effort to get to Ariel, sinking the ship and temporarily stunning Monstro. Hook and his crew managed to get to a lifeboat and head for shore as Ariel escaped in the confusion.

As the Coachman's circus was set up in the outskirts of Paris, Frollo prepared to bring Peter Pan to the Palace of Justice to formally sentence him to death. Thankfully for Pan, Tinker Bell and the Lost Boys arrived to free him. One of the Lost Boys fired a stone at Frollo's horse with a slingshot, making it buck the corrupt judge off. Tink and the Lost Boys charged in and started trading blows with Frollo's men, driving them back. The Boys set Pan free, but were confronted by the Coachman, Foulfellow, and Gideon. Tinker Bell tricked Gideon into hitting Foulfellow on the head, and the Lost Boys delivered another blow, knocking him out. As Stromboli arrived on the scene to assist Frollo's troops, Pan, Tinker Bell, and the Lost Boys escaped back into the wilderness.

Hearing that there was another human in the jungle besides Mowgli, the human-hating Shere Khan tasked the hypnotic python Kaa with finding and killing him. Knowing the stories about the wild man's strength and fighting prowess, Kaa instead found his lover, the explorer Jane Porter, and hypnotized her, planning to devour her alive to draw his enemy out of hiding and into a situation where Kaa was at an advantage. The plan worked a little too well, as the ape-man Tarzan arrived and kicked Kaa into a branch just as he was about to strike. Switching targets, Kaa continuously lunged at Tarzan, but the agile hero dodged every time. Just as Kaa managed to surround Tarzan in his coils, he knocked a branch into Kaa's mouth. Badly bruised, Kaa retreated as Tarzan ushered Jane to safety.

The Welsh heroes Taran, Eilonwy, and Fflewddur Fflam were alerted by a prophetic vision from Taran's pig Hen Wen that the Black Cauldron, an item of immense dark power, had been found in New York by Bill Sykes. Eager to prevent the Cauldron from falling into the wrong hands, the trio set out for America, but Sykes spotted them trying to sneak into his safehouse. He called Roscoe and Desoto to deal with them. While the dogs chased after Fflam, Taran and Eilonwy managed to find the room where Sykes was hiding, demanding the gangster surrender the Black Cauldron. However, Sykes called in his mysterious client, the cauldron's owner and an old enemy of Taran and his friends, the Horned King. Taran tried to defend himself with his magic sword, but the King simply made the weapon vanish, leaving him defenseless. The King's barbarian warriors surrounded the three heroes, taking them captive. The Horned King departed for his citadel with his men, the Cauldron, and his prisoners in tow, paying Sykes handsomely for his service.

En route to Forbidden Mountain, Donald and Goofy passed through a desolate wasteland where the Hunnic warlord Shan Yu and his army had been raiding villages. Seeing the pumpkin coach passing through, the Huns quickly surrounded the defenseless vehicle, knocking Donald and Goofy to the ground and letting the carriage drive over a cliff, where it was destroyed. Shan Yu himself stepped forward and the heroes tried to defend themselves, but the warlord split Donald's sword down the middle with a single blow. Though he had the heroes at his mercy, Shan Yu decided to spare their lives in exchange for them telling Merlin that he was going to strike at China next. Donald and Goofy fled, grateful to be alive but now with no way of rescuing Mickey.

Losing Ratigan's trail, the League of Extraordinary Gentlemice stopped in Paris on Timothy's request. Sneaking into the circus, the League found the baby elephant Dumbo weeping in a corner. Timothy explained that he and Dumbo had once been close friends, keeping an eye on the youngster when Dumbo's beloved mother, Mrs. Jumbo, was performing in the circus. However, when Frollo fired the Ringmaster and began taking control of the show, he saw Dumbo's large ears as a deformity which would make Dumbo a poor performer. Frollo intended to have Dumbo put down, but Mrs. Jumbo came to her son's defense, attacking the judge. The Coachman and his men restrained Mrs. Jumbo, putting her in isolation as a "mad elephant". The entire time, Timothy saw Ratigan lurking behind the scenes, laughing to himself. Timothy suspected that Ratigan was in league with Frollo and was responsible for the attack on Dumbo and his mother. To ensure Dumbo would not be killed by Frollo, the League unanimously voted to take the elephant with them, also vowing to find a way to release Mrs. Jumbo from her imprisonment. At that moment, Evinrude arrived at the circus, delivering a letter from Hawaii asking for aid from the League. Suspecting that Ratigan may be to blame for the trouble in Hawaii, Basil mustered the League to head for the islands with renewed purpose.

As the League departed from Paris, Frollo arrived at the Palace of Justice, where he was met by Jafar, Hades, and Maleficent. Not happy to see the sorcerers and dark god, Frollo's mood sunk lower when they informed him that they had succeeded where he had failed, capturing many more heroes. Maleficent told Frollo to see that the prisoners faced "justice", warning him not to fail again. Back in the Pride Lands, Kaa returned to Shere Khan in failure. The tiger gave Kaa a warning of his own, telling him he would not hesitate to kill the python if he failed again.

In the seas on the coast of England, Ariel was at last cornered by the eels that had been hunting her since Triton's fall. Just as it seemed they would kill her, the eels were bound by a bolt of magic and Ariel was made human, allowing her to escape to shore. There, she was met by Merlin, who had rescued her, and the wizard introduced Ariel to his allies, the Fairy Godmother, Flora, Fauna, Merryweather, and Prince Philip, the legendary hero who had first slain Maleficent and whom Merlin saw as the best hope they had of ending the evil fairy's threat. Meanwhile, the injured Simba was brought by his friends into the African jungles, but they were confronted by Tarzan and his gorillas. Wary of predators since his birth parents had been killed by the leopard Sabor, Tarzan warned Simba that he and his kind were not welcome in gorilla territory. Wanting to avoid a battle, Simba left to seek shelter elsewhere.

At his citadel in Wales, the Horned King assembled Ursula, Bill Sykes, and Lady Tremaine, telling them of his plot to use the Black Cauldron to awaken an army of the dead to take control of the world. As Shan Yu began his invasion of China, the Chinese maiden Mulan decided to take her ailing father's armor and weapons, disguising herself as a man to aid the Chinese army against the Huns. In Greece, Donald and Goofy arrived in the city of Thebes, where they were welcomed by Hercules. Knowing of the demigod hero's reputation, they decided to join Hercules' team to rescue Mickey and strike back against Maleficent.

At his cottage deep in the English forests, Merlin told Ariel and the other gathered heroes of his plans to build an army of the world's heroes to stand against the forces of evil. However, he was unaware that Maleficent's raven Diablo was spying on their conversation...

Casualties of War
In the Palace of Justice, Frollo made his morning rounds checking to make sure that none of his new prisoners (including his traitorous former captain, Captain Phoebus, the puppet boy Pinocchio, the young English girl Alice, and Jane Porter's father Professor Archimedes) had escaped during the night. Satisfied, Frollo was then introduced to Maleficent's henchmen Captain Hook, Prince John, the Queen of Hearts, and Doctor Facilier, who had been sent to keep Frollo in line. Frollo was not happy to be in the company of a witch doctor like Facilier, but, hearing of Facilier's success in capturing Snow White, decided to test his new ally by sending him against an old enemy.

Back at Pride Rock, Scar and Shere Khan were surprised to find the humans Mcleach, Gaston, the cattle rustler Alameda Slim, and the poacher Clayton had driven off the remaining lionesses who were still loyal to Mufasa and Simba on Maleficent's orders. The hunters departed, leaving Scar and Khan in control of Pride Rock, though Mcleach warned the cats that Maleficent had given them permission to hunt them down if they made trouble with her human allies. Meanwhile, Quasimodo was sulking in his tower prison after the confrontation with Lady Tremaine when his gargoyle companions Victor, Hugo, and Laverne showed him another way out. Deciding he needed to check on his gypsy friend Esmeralda, Quasimodo escaped the tower and headed for the Festival of Fools, where he knew Esmeralda would be performing.

Back at Merlin's cottage, the wizard and the heroes he had assembled discussed their battle plans against Maleficent. However, Ariel was still deeply troubled by being separated from her father and having to leave Flounder and Sebastian to fend for themselves in the sea. The Fairy Godmother comforted her as Merlin and the three good fairies told her it was only a matter of time until Maleficent fell and Triton was restored. However, that time would prove to be long in coming.

As the group was tending to Ariel, Diablo suddenly flew in, heralding the arrival of Maleficent and her allies, the Horned King, the Inca sorceress Yzma, Bill Sykes, and Lady Tremaine. The fairies told Ariel to hide as they and Merlin confronted Maleficent's group. Merlin prepared to confront Maleficent, but she had laid a cruel trap for him: telling Merlin that she had turned his protege Arthur into a squirrel, she gave him the choice of either facing her or rescuing Arthur, who was being threatened by a wolf. Confident the others could stand against Maleficent without his help, Merlin disappeared to save Arthur. The Fairy Godmother tried to make the first move, but Maleficent struck first, instantly turning her to stone. Lady Tremaine then took up the Fairy Godmother's wand for herself. Maleficent's goons then lept in, attacking Prince Phillip and tying him up. Flora, Fauna, and Merryweather tried to help him but Yzma threw a potion at them which made them vanish into thin air. As Prince Phillip was finally bound, Merlin's owl Archimedes left to warn his master. Rejoicing at capturing her mortal enemy, Maleficent and her group departed, not noticing Ariel watching in horror from her hiding place.

In space, the youth Jim Hawkins was flying his solar surfer near the RLS Legacy, a ship searching for the fabled Treasure Planet, when he was spotted by the former Galactic Federation captain Gantu, who had been hired to keep the Legacy from completing its voyage. Gantu fired on the unarmed Hawkins, getting the attention of his friends aboard the Legacy, Doctor Doppler and Captain Amelia. As Hawkins dodged the fire from Gantu's ship, Doppler and Amelia armed themselves to defend him. Finally, Gantu got a good shot in, damaging the thruster on Hawkins' solar surfer, sending him plummeting down a crevasse. Gantu believed he had won, but Hawkins, thinking quickly, ground the thruster against the side of the cliff, reactivating it and allowing him to jet back to the Legacy. Taking advantage of Gantu's distraction, Amelia and Doppler fired on Gantu's ship, damaging it and forcing it to crash-land.

In Paris, Quasimodo arrived at the Festival of Fools, where the gypsies led by their king, Clopin, were performing. Quasimodo saw Esmeralda dancing, but she also attracted the attention of Doctor Facilier, who had infiltrated the Festival disguised as a clown. Facilier sent his shadow demons after her, hoping to bring her back to Frollo so he could interrogate her as to the location of the gypsies' hideout, but Esmeralda disappeared using her stage magic. Facilier spotted Esmeralda and her pet goat Djali hiding in the crowd and sent his demons after her, but the crowd helped her escape. Facilier managed to catch up, but Esmeralda threw a plate at him, stunning Facilier long enough for her to vanish again, to the amusement of the crowd. Facilier was forced to depart empty-handed as Quasimodo left to seek Esmeralda. Frollo, watching from the shadows, stewed in anger.

Approaching Ursula and her sister Morgana in Atlantica, Jafar told the two sea witches that he had a task for them as payment for his attack on Triton. He had discovered that the Genie was searching the world for heroes to aid Aladdin and Hercules, and asked Ursula to capture him so that Jafar would have access to the Genie's cosmic power. Finding their quarry, Morgana sent her pet manta rays Cloak and Dagger after him, but Genie used his magic to wrap the rays around a rock. Ursula then stepped into the battle, using her own magic to scorch the Genie's face before revealing Jafar had given her a powerful magic crystal that could bind Genie within it. Performing the necessary spell, Ursula succeeded in capturing Genie.

While Ursula was capturing the Genie, Jafar himself headed for China to help Shan Yu's invasion, bringing his lackey Abis Mal along for backup. Finding the Chinese Imperial Army, which had been mustered to face the Huns, Jafar, Mal, and a group of shadowy horsemen ambushed them in a mountain pass. Abis Mal kicked Captain Li Shang off his horse while Jafar and the horsemen rained fire down on the soldiers from above, forcing them into a retreat. Seeing what was happening, Mulan (who had managed to join up with the army) attacked Abis Mal when he threatened Shang, easily defeating the thief. Jafar then revealed himself, hypnotizing Shang with his staff. The soldiers Yao, Ling, and Chien Po tried to help Shang, but Jafar scared them off with a demonstration of his power. Jafar knocked Mulan to the ground, revealing her to be a woman. Since a woman joining the Imperial Army, especially by subterfuge, was a capital crime, Jafar convinced Shang to leave Mulan in the mountains to die of exposure. With most of the Imperial Army now under his control, Jafar and Shang departed, leaving Mulan with only her companions Mushu and Cri-Kee for comfort.

The English Governor Ratcliffe, along with the mercenary Commander Rourke and Clayton (who had been secretly working for both Ratcliffe and Mcleach in hopes of doubling his profits) sailed for the Native Lands, a region of untouched wilderness inhabited only by native tribes and animals, tasked with conquering the area for Maleficent. As the Inuit tribesman-turned-bear Kenai, his young charge Koda, and the two moose Rutt and Tuke looked on, the Powhatan tribe led by Chief Powhatan and his daughter Pocahontas rowed out in canoes to meet the visitors. Suddenly, a flare lit up the sky as Ratcliffe and his army landed on shore, ready for battle. The Powhatan warrior Kocoum charged Ratcliffe, but Rourke shot him dead with his pistol. Kenai took shelter behind a log, but Koda wasn't so lucky, being cornered by Clayton. As the hunter raised his shotgun, Kenai leapt out and knocked Clayton to the ground, giving him and Koda an opening to run for safety. Behind them, Ratcliffe gave the order to open fire, with Rourke's mercenaries using machine guns, rifles, and explosives against Powhatan tribesmen armed with bows. The Powhatan took heavy casualties and were forced back as Rourke set off a series of bombs that brought down much of the surrounding forest. Pocahontas, the Powhatan, Kenai, and Koda could only watch in horror as Ratcliffe claimed the Native Land for Maleficent.

While searching for Esmeralda, Quasimodo stumbled across the Beast's castle in the French countryside. Here, Forte was still keeping the Beast passive with his music, but Beast was starting to build up some resistance. As Quasimodo looked on, Beast and Forte began to argue about the Beast's intentions to go out and rescue Belle. Despite Forte's efforts, Beast mustered the energy to leave the castle. Having noticed Quasimodo's presence, Forte took out his frustration on the hunchback, knocking him to the ground with the force of his music and binding him to the ground with ropes made from solid sound. Forte taunted the fallen Quasimodo, telling him no one would come to rescue a deformed man like him. Unknown to the twisted organ, Mulan was approaching the castle...

Returning from their battle with the Genie, Ursula and Morgana found that they had lost the crystal containing their captive. Furious, they turned on each other, each blaming the other for losing their prize. Meanwhile, Merlin returned to his cottage, having rescued Arthur from the wolf, only to find the place in shambles and Ariel the only one unharmed. As Merlin stewed over their losses, Archimedes noticed Genie's crystal had somehow made its way into the cottage. Merlin destroyed the crystal and released the Genie, to Arthur's surprise, and the benevolent spirit agreed to help Merlin in his fight with Maleficent.

Back in Paris, Frollo confronted Facilier over his failure, vowing never to trust him, Maleficent, or any other magic-user ever again. In the distant reaches of the cosmos, Gantu returned to his master, the evil Emperor Zurg. Though Zurg was disappointed with Gantu's failure against Hawkins, he said that he had sent another agent to strike against a more dangerous enemy. Back on Earth, informed by Kaa of how Tarzan had refused Simba shelter, Scar and Shere Khan plotted to play the two against each other.

Hunted
After the attack by Gantu, Jim Hawkins traveled to the Galactic Federation's flagship where he informed the Grand Councilwoman and her top agent, the space ranger Buzz Lightyear about their rogue agent. Before they could investigate the matter further, the pirate John Silver and his pirates attacked the flagship, having been ordered by Emperor Zurg to assassinate Lightyear and the Councilwoman. Lightyear confronted Silver and his pirates as they tried to breach the council chambers, only to be knocked aside as Silver blasted away the door with his arm cannon. Telling the Councilwoman and Hawkins to get to safety, Lightyear engaged in a laser battle with the pirates, but was overwhelmed by Silver's superior firepower. Before Silver could finish Lightyear off, he was distracted upon seeing Hawkins, who was an old friend of his. Galactic Federation reinforcements came to assist Lightyear, including the rest of his space ranger team, and Silver was apprehended as his pirates fled the station, to Hawkins' dismay.

Tasked by the Horned King with capturing another princess for Maleficent, Lady Tremaine decided to put the Fairy Godmother's wand to the test in a bold attack on the lost continent of Atlantis. Confronted by the heroic explorer Milo Thatch and the Atlantean princess Kida, Tremaine easily knocked Milo aside with her wand. She then used her magic to summon a large magical coffin to imprison Kida. Mesmerizing Kida, she forced her to enter the coffin, where she was turned to crystal and locked inside. Lady Tremaine then returned to the Horned King's castle to present her catch, frustrating Morgana, who was still stewing after having lost the crystal that imprisoned the Genie.

After taking over the Native Land, Ratcliffe sent Rourke to smoke out any natives who were still resisting his army. Rourke found Pocahontas, who was seeking the wisdom of the tree spirit Grandmother Willow, and chased her deeper into the forest. Rourke's second-in-command Helga Sinclair fired on Pocahontas with a flare gun, starting a forest fire. Escaping into a canoe, Pocahontas rowed across a river to escape the flames and sought shelter in a tree, but Rourke's forces continued their pursuit. As Rourke and his caravan closed in on Pocahontas, the benevolent settler John Smith fired on a cliffside by the mercenaries, setting off a rockslide that buried the caravan. As Pocahontas thanked John Smith for saving her, Rourke snuck away, having survived.

While hunting for insects to eat, Timon and Pumbaa were being stalked by Alameda Slim, who believed they could lead him to Simba. Cornering Pumbaa, Slim tried to hypnotize him with his yodeling, but Pumbaa fled before he could be entranced. Slim sent his nephews the Willie Brothers and his pet bison Junior after the duo, but Pumbaa rammed his way through the Willies, knocking them out of the way. Junior charged in, only for Bumbaa to ram him off a cliff. As Timon and Pumbaa taunted Slim, he left empty-handed while Scar watched the whole event from afar in disappointment.

In Paris, the greedy butler Edgar captured the cat Duchess and her kittens on the orders of the corrupt socialite Cruella De Ville. Duchess' mate Thomas O'Malley and his gang of alley cats broke into the barn where Edgar and de Ville were meeting, intent on rescuing Duchess and her kittens. O'Malley leapt down on Edgar, temporarily knocking him out, before locking the door to the barn so the villains couldn't escape. Cruella's thugs Jasper and Horace Badun went to attack O'Malley, but the alley cats came to his defense, dropping a hay bale on the Baduns. Cruella chased after O'Malley swinging a pipe at him, but as she cornered him, the alley cats swarmed Cruella, knocking her back. As O'Malley tried to rescue Duchess, Edgar trapped him with Duchess in the chest where they were being kept. Horace and Jasper then chased off the other cats.

Tasked by Maleficent with killing Hercules, Yzma used a potion to transform her Inca guardsmen into an assortment of vicious animals, including a large black bear, a leopard resembling the late Sabor, a hammerhead shark, a bloodthirsty wolf, and a savage buck. Tracking down Hercules, Phil, and Hercules' winged horse Pegasus, Yzma and her henchman Kronk sent the animals after Hercules. At first, the combined attacks by Yzma's animals had Hercules on the ropes, and Pegasus was even knocked down by the buck. The deer moved in to finish off Pegasus, only for him to take to the air to escape. As Hercules recovered, the shark and wolf lunged at him, but Hercules pushed them aside. As the wolf charged again, Hercules smashed his fists into a nearby cliff, sending rocks raining down onto the shark, crushing it. When the bear tried to lunge at Hercules, the god of strength shot it with an arrow, badly wounding it. As Phil cheered Hercules on, the deer charged and rammed him, but Phil got up and rammed it back, knocking it off a cliff to its death. The wolf climbed into a tree while chasing after Pegasus, but he knocked the predator back to the ground. Hercules tossed his sword at Sabor, while Pegasus knocked an ice block down on the wolf, crushing its skull. Seeing this was going nowhere, Yzma and Kronk departed as the surviving animals retreated into the wilderness.

In the mountains near France, Mulan encountered the Beast, who told her of his search for Belle. Mulan offered to join the Beast in his quest, but when he mentioned that he had left Quasimodo behind with Forte, she changed her mind and decided to rescue the hunchback. The Beast refused to accompany her, wanting to focus on saving Belle, much to Mulan's frustration. Mulan and her companions left to face Forte alone, leaving the Beast feeling guilty. At Beast's castle, Forte was torturing Quasimodo with his melancholy music, when Mulan broke in and confronted him. Refusing to release Quasimodo, Forte used his music to conjure up images of a cherubs to fight for him. The cherubs attacked Mushu with bows and a cannon, knocking him senseless. As Mulan leapt from the balcony onto a column to evade the cherubs, a blast of Forte's music cut into the pillar Mulan was hanging from, leaving her hanging for dear life. Just as it seemed Forte had won, the Beast burst in, having decided to take action against his former servant. The cherubs fired their arrows at him and Mushu, but the Beast chased after them and crushed them in his paws. As Forte kept the Beast back with torrents of music, he cut part of the rope Mulan was hanging on to, leaving her literally hanging by a thread. Realizing that Forte's keyboard was the source of his power, the Beast pushed forward to destroy it. Mulan managed to climb back to safety and slashed the supports holding Forte to the wall as Beast picked up a piano and threw it onto Forte's keyboard, robbing the evil pipe organ of his powers. Quasimodo finally broke free from his bindings, destroying the remaining columns keeping Forte up and sending him crashing to the floor, the first of the major villains to be destroyed. As Quasimodo and the Beast made amends, the three decided to stay together to seek their respective loved ones.

As the forest fire started by Rourke and Helga spread further, Pocahontas and John Smith decided they needed to find a way to drive Ratcliffe and his forces out of the Native Lands. They were not alone, however. Finding the Inuit hunter Denahi also watching the forest burn, they discovered that he was looking for a bear that he believed had killed his brother (not knowing that his brother, Kenai, actually was the bear). While mostly focused on his quest of vengeance, Denahi agreed to help the two heroes in their battle with Ratcliffe.

While escaping from Paris, Peter Pan and his friends stumbled across Robin Hood and Little John, who were planning a raid on the Palace of Justice to liberate the prisoners Frollo still held. Eager for vengeance against the judge, Peter and the Lost Boys decided to join them. As Cruella returned to her base in an old dog pound, where many of the captured animal heroes were being held, she and her ally Madam Medusa were approached by Queen Grimhilde, who offered them a place at her side should the war turn against them.

In the depths of the Underworld, Hades' minions Pain and Panic introduced their master to several villains that had decided to cast their lot in with the lord of the dead: Scar's mate Zira, the bandit lord Sa'Luk, the evil merwoman Marina Del Ray, the twisted magician Sarousch, and the corrupt Norse god Odin. In Thebes, as Hercules told Aladdin about his encounter with Yzma, Aladdin decided that the time was right to avenge the losses of the Genie and Jasmine by striking at the heart of Maleficent's forces.

Recovering after the battle with Lady Tremaine, Milo mustered the Atlantean army and his band of loyal mercenaries to find and rescue Kida. As the League of Extraordinary Gentlemice arrived in Hawaii, they were met by the young Lilo Pelekai, who explained that her dog Stitch had been kidnapped and taken into the sewers. Suspecting Ratigan was the culprit, Basil began trying to track Stitch down. Meanwhile, on Forbidden Mountain, Maleficent gathered all of her allies to explain her master plan: using the pure spirits of the captured princesses, she would summon the Black God Chernabog, who would remake the world in his dark image, giving all the assembled villains a place at his side as the world's new masters.

Raid on the Palace of Justice
As Robin Hood and Peter Pan planned their assault on Frollo's forces in Paris, they decided to split up into two teams to stand a greater chance of success. Peter and the Lost Boys would attack the Palace of Justice where Frollo was stationed and liberate the prisoners there, while Robin attacked the English embassy, where Prince John and many of Frollo's allies were staying, as a diversionary attack to draw troops away from Peter. In space, deep in a Galactic Federation prison colony, John Silver watched as Emperor Zurg broke in and released him. Zurg informed Silver that he needed him for an attack on Earth to reinforce Maleficent's forces.

Basil and the League of Extraordinary Gentlemice investigate the sewers beneath Hawaii while searching for the missing Stitch. Lilo had followed the mice and noticed a large crib in the sewers where she thought she saw Stitch being restrained. However, as she looked closer, she found it was actually Fidget, who had somehow survived being thrown off Ratigan's zeppelin in London. Ratigan himself suddenly appeared, subduing the League and capturing all of them.

After the battle with Hercules, the black bear escaped into the Native Land, where Rutt and Tuke noticed it. The bear attacked them and they were lucky to escape with their lives, warning the nearby Kenai and Koda about the danger. Unfortunately, the maddened beast had followed them. Kenai stood up to the bear and slashed it across the shoulder, but the injury did little more than anger it. Grabbing Koda, Kenai tried to retreat to safety, but the other bear followed. Just then, Bambi arrived on the scene and attacked the predator, scoring two good hits and catching the bear's attention. Though the bear managed to knock Bambi away with a mighty swipe of his paw, Kenai and Koda used the distraction to escape across a fallen log over a cliff. As the two carefully crossed the log, the bear followed them onto it, knocking them off balance. The bear moved in for the kill, but Kenai dodged just in time, causing the bear to damage the log underneath them. Kenai and Koda managed to get to safety in time, but the bear wasn't so lucky, falling to its death in the rapids below. As Kenai and Koda looked on, Bambi departed.

Disappointed with Alameda Slim's performance against Timon and Pumbaa, Scar decided to one-up him by disposing of the cows Maggie, Grace, and Mrs. Calloway, who had been pursuing Slim since he had stolen their fellow cattle from the Piece of Heaven ranch. Eager to be rid of his enemies, Slim agreed to let Scar try, but Scar had something different in mind. Rather than attack the cows himself, he ordered his mate Zira to do the deed. As Maggie and her friends entered the Pride Lands on Slim's trail, a rainstorm broke out, causing the tracks to wash away. Just then, Zira and a pride of lions loyal to her and Scar approached, threatening the three cows. They fled, but soon found they were completely surrounded. Maggie then decided to take the offensive and rammed into a lioness, knocking her down. As Maggie was about to take on Zira, a bolt of lightning struck a tree branch which fell and broke a dam, releasing a flood of water. Zira and her lionesses retreated to high ground, but the cows were caught in the flood. Fortunately, they managed to swim to safety as Zira looked on, vowing to kill them they next time they met.

Entering the Palace of Justice, Peter Pan found that Frollo was away but his three top generals, Prince John, Captain Hook, and the Queen of Hearts, were watching over the prisoners. They soon noticed Peter, who drew his dagger and launched the attack. The Lost Boys swarmed the Palace, throwing paint cans on the Queen of Hearts' card soldiers. Captain Hook tried to sneak up on Pan and stab him with his hook, but Pan dodged, leaving Hook's hook caught in a wooden pillar. Prince John's wolf archers moved in to attack Pan, but he threw his dagger at them, pinning them to the wall. The Lost Boys managed to make it to the prison cells, breaking out Frollo's prisoners. As Hook's pirates and the Queen's cards tried to stop the prison break, Tinker Bell tackled the Queen, knocking her to the floor. With the attack a complete success, Peter escorted the prisoners to safety, with Frollo's forces in hot pursuit.

Escaping from his cell, Captain Phoebus joined the other prisoners outside as Frollo arrived on the scene. Leaping atop a prison wagon, Phoebus addressed his fellow prisoners, calling on them to stand up for their friends and loved ones and strike a blow that Frollo would never forget. Seeing the effect Phoebus' speech was having on the revolt's morale, Shan Yu leapt down from the Palace's roof to cut off the head of the resistance. Phoebus managed to beat Shan Yu with his fists, knocking him to the ground, but Shan Yu recovered and seized his sword. Shan Yu struck Phoebus and knocked him from a bridge into the river. Unseen by Shan Yu or the resistance, Esmeralda carried Phoebus to safety.

Infiltrating the English embassy, Robin Hood and Little John found that Prince John was keeping many prisoners taken from Nottingham captive in the embassy. Though Robin noticed that his old enemy, the Sheriff of Nottingham, had fallen asleep outside the holding cells, he failed to see that Prince John's new captain of the guard, Pete, had seen their attempt to sneak in unnoticed. As Little John entered the jail to break out the prisoners, Pete made himself known and called the guards in to attack Robin, led by his personal guard, the Beagle Boys. However, the guards' attention was diverted when they saw Little John and the prisoners escaping with a large amount of the embassy's treasury for their trouble. As the soldiers went to stop the prison break, Robin engaged the Beagle Boys in a swordfight, but they outnumbered and disarmed him. Seeing they dropped their guard while he was seemingly weakened, Robin recovered his sword and incapacitated the Beagle Boys. As Pete's weasels tried to stop the prisoners, Little John knocked over a wagon full of wine barrels, crushing the guards. As the prisoners got into the wagon, Robin lowered the embassy drawbridge, allowing John to wheel the prisoners towards the safety of the forest. Just then, Robin saw that a small child had been left behind and ran back to retrieve her. As he did so, braving the hail of arrowfire, Pete closed the portcullis, sealing Robin in. Robin Hood slipped the child through the bars to Little John, but was forced into a corner by the weasels. Scaling the walls, Robin was forced into the moat by the embassy guard. As he tried to join his companions, Robin was badly injured by the guards' arrows, allowing them to capture him and haul him back inside.

Eager to test his new recruits and tired of waiting for Maleficent to deliver on her promise to give him Zeus' throne, Hades decided to bring Odin to Mount Olympus with the intention of taking the throne by force. As Odin summoned Ymir, the Chaos Lord of Ice, the messenger god Hermes saw them approaching the gates of Olympus and flew off to warn Zeus. Odin used his spear to break down the gates while Hermes rallied the other gods to defend their home. The smith god Hephaestus forged new lightning bolts for Zeus to use, tossing the weapons up to his king, who used them to blast off Ymir's arm. No sooner had this happened, however, than Ymir used the snow surrounding him to reform his arm. The rest of the gods charged into battle, but Odin conjured up a tornado, knocking them from their chariots and out of the fight. With Zeus the last one standing, Odin summoned Surt, the Chaos Lord of Fire, and the two Chaos Lords combined their might to imprison Zeus in a column of lava rock. Thanking Odin for his help, Hades declared himself the new king of the gods.

With their puppies having been abducted in the early stages of the war, the dalmatians Pongo and Perdita had been using the Twilight Bark network in an effort to find them. Called to a meeting with the great dane Danny, the two dogs were informed that Cruella de Ville had taken the puppies, but no one had managed to find where she was keeping them. Suggesting that Pongo and Perdita follow Cruella's ally Edgar, they found him riding his moped through the countryside. As Edgar was trying to lose the dalmatians, he woke up the stray dogs Napoleon and Lafayette, who were sleeping nearby. Edgar rode his moped through a channel, slowing Pongo and Perdita down as they waded through it. Edgar finally managed to lose the dalmatians at a crossroads, but Pongo and Perdita then encountered Napoleon and Lafayette, who told them that they had seen Cruella taking the puppies to her mansion. The two dogs then rushed off to rescue their puppies.

Back in Hawaii, the League of Extraordinary Gentlemice regained consciousness to find themselves prisoners of Ratigan, who had organized Stitch's kidnapping as a trap to draw the League to him. He also revealed that Stitch was not a dog at all but an alien lifeform, saying that someone had asked him to capture Lilo in exchange for an unspecified favor. While Ratigan threatened Lilo, Basil took advantage of his distraction to shoot the restraints holding Stitch, allowing the alien to attack Ratigan. Stitch threw a vase at Ratigan, but he ducked under the projectile and smacked Stitch away. Ratigan then threatened to kill Lilo if anyone attacked him again, but Bianca called him a rat, angering him and distracting him long enough for Stitch to throw another projectile at the criminal, allowing Lilo to escape. Basil and the League rallied and attacked Ratigan's thugs, with Gus managing to beat Fidget senseless. However, Ratigan knocked his attackers aside and escaped in the confusion.

While Simba recovered at the oasis where Timon and Pumbaa had raised him after his father's death, he was approached by Shere Khan. Though Simba was wary of the tiger, Khan allayed his suspicions by telling him that he was working with Simba's uncle, Scar. He told Simba that Tarzan was a threat that could not be ignored, explaining that Scar's servants had discovered that Tarzan was planning an attack on the Pride Lands.

In Hawaii, Lilo and Stitch thanked the League for reuniting them. Leaving the prisoners they had taken in the sewer battle in their care, the League departed to pick up Ratigan's trail. Meanwhile, Zurg and his invasion force, including Gantu, the rogue space ranger Warp Darkmatter, and John Silver landed near Forbidden Mountain to meet up with Maleficent. Frustrated with his defeat by the League, Ratigan was met by his secret backer, the alien scientist Dr. Hamsterviel, who derided him for losing Lilo and Stitch.

Brought before Prince John, Robin Hood was transferred into the custody of the Horned King, with John wanting to make sure his greatest enemy suffered terribly under the King's tortures. Outside of Paris, Peter Pan stumbled across Jim Hawkins, who had come to Earth to collect his thoughts after the run-in with John Silver. Making friends with Peter and Alice (who had decided to stay with the Lost Boys), Hawkins agreed to join them in overthrowing Frollo. Not far off, at Robin's secret hideout deep in the French forests, the liberated prisoners mused over what to do after Robin's capture when Esmeralda brought Phoebus to them. Remembering Phoebus' courage and his inspiring words to them during the escape, the group unanimously elected Phoebus as their leader. They were not the only ones inspired by the events of the breakout, as Frollo, impressed with Shan Yu's prowess in combat, made the Hun his commander-in-chief, unaware that Shan Yu already answered to Queen Grimhilde.

Finding Cruella's mansion, Pongo and Perdita were initially disappointed when they found it had already been abandoned, but then realized they were not alone. A group of other dogs and cats, including Dodger, Lady, Tramp, the kitten Oliver, the Alley Cats, and Pluto were also on Cruella's trail after she had either taken them or their loved ones captive. The group swore to help each other in their mutual goal to see Cruella face justice. Meanwhile, in the Native Land, Bambi was recovering from his battle with the black bear when Grandmother Willow spoke to him, asking him to look after a nature spirit known as the Spring Sprite.

United We Stand, Divided We Fall
Queen Grimhilde paid a visit to the Horned King in his citadel, offering an alliance with him, but he refused, saying that the Black Cauldron had all the power he needed. Grimhilde was infuriated by this rejection and left, swearing to make the King and his allies pay. At the same time, Hades was met in Agrabah by Jafar, much to both men's frustration, as they had bad history with each other. Nevertheless, both had been ordered by Maleficent to work together in killing Merlin and cutting off the head of the resistance.

As Grimhilde returned to her castle, still stewing after the meeting with the Horned King. Her allies, particularly Facilier, told her to forget the King for the moment and concentrate on the heroes. Facilier demonstrated his powers to Grimhilde by turning his lackey Lawrence into a doppleganger of the handsome Prince Naveen, one of Facilier's earlier victims. Intrigued, Grimhilde ordered Lawrence to use his disguise to infiltrate the group of heroes joining up with Phoebus.

Foreseeing the threat posed to him by Hades and Jafar, Merlin prepared to confront them. The Genie, Arthur, and Ariel were prepared to aid him, but Merlin refused, reminding them that they were all still targets for Maleficent and telling them to stay hidden. Reluctantly, they followed his orders. Back at the Horned King's citadel, the necromancer considered going to war against Grimhilde after she threatened him. Meanwhile, on their way to confront Merlin, Jafar expressed his joy at taking revenge on the heroes, but Hades reminded him that they hadn't won yet.

In Thebes, Hercules was searching for more heroes to add to their alliance, unaware that Gaston and his partner LeFou were also there, with Gaston looking to flirt with Megara, Hercules' girlfriend. However, Megara turned down Gaston's advances, only in town looking for Hercules. Angry at the rejection, Gaston confronted Hercules and challenged the confused demigod. Sucker-punching Hercules, Gaston managed to knock the hero down. Phil called to Hercules to use his head and, taking the advice literally, Hercules charged into Gaston head-first, knocking him into a puddle of mud. The townsfolk laughed at Gaston's misfortune, and Hercules departed with Meg, leaving Gaston humiliated.

Back in Hawaii, Lilo and Stitch were just getting back to their lives when Zurg's army arrived on Earth, attacking the city. Warp Darkmatter, the vanguard of the invasion force, attacked Lilo, destroying her house with his blaster. Seeing the threat to Lilo, Stitch came to defend her, but Zurg arrived at that moment and blasted him away with his eye-beams. As Stitch recovered, Warp fired on him with his arm-blaster, but Stitch caught the energy and threw it back at the dark Space Ranger, knocking him out. Zurg ordered his Hornet robots to attack, but Stitch caught their energy beams as well, further pummeling the helpless Warp. Fed up with the stalemate, Zurg brought out a net gun and snared Lilo and Stitch with it, to Warp's relief.

In Louisiana, the criminal Madam Medusa had captured the frog princess Tiana, another victim of Doctor Facilier, intending to take her to Maleficent to use to summon Chernabog. However, Tiana's lover, the true Prince Naveen, also a frog, witnessed the kidnapping and used his tongue to latch onto Medusa's boat, following her back to her lair in an old steamship. Medusa's pet alligators Brutus and Nero caught Naveen's scent, but he wasn't alone, having brought the alligator Louis and firefly Ray with him. Showing himself, Naveen frightened Medusa, who ordered her henchman Snoops to attack the frog with a broom, only for Naveen to dodge the clumsy attacks. In the chaos, Snoops destroyed the chair Medusa was standing on. Recovering, Medusa threw a frying pan at Naveen, who dodged, but left himself open for Snoops to crush him with a book. Louis moved in to help, but Medusa retrieved a shotgun and shot the alligator in the tail. Ray charged into Medusa, knocking her down, but as Naveen managed to release Tiana, Brutus and Nero charged in to devour them. The two frogs knocked the cage that had held Tiana down on the alligator's heads, giving them a path to the exit. Medusa had recovered and tried to shoot them, but her gun jammed. As the heroes leapt overboard, Medusa managed to get the gun working again, but nearly shot Snoops as it went off. As she watched the heroes escape into the bayou, Medusa was left to vent her rage on her henchmen.

At Merlin's cottage, the Genie, Arthur, and Ariel pondered their next move since Merlin had refused their aid. However, Archimedes said that he was also concerned about Merlin and decided to take one of them with him to check on Merlin. Arthur was chosen, but since he still had to stay hidden, the Genie transformed the boy into a sparrow. Arthur and Archimedes flew off, catching up to Merlin as he confronted Hades and Jafar at an old ruin. Hades tossed a large barbell at Merlin, but the wily sorcerer teleported out of the way, blasting Hades with a bolt of ice that froze the lord of the dead. Jafar fired a blast of his own, causing Merlin's beard to grow out of control, covering his face. As Hades broke free, Merlin transformed into a goat to ram him, but Hades forced him back with a storm of fire. Merlin transformed into a mouse to escape underground, but Hades shot a bolt of fire into the hole and forced him back to the surface. Seizing his chance, Jafar imprisoned Merlin in a lamp. Enraged, Arthur tried to attack the villains, but Archimedes held him back, warning him not to make any hasty decisions.

Hearing that a strange Beast had been sighted, McLeach ordered Clayton to find it and bring back its head. Curious about the challenge, Clayton found the Beast traveling through the territory near the Horned King's citadel with Mulan and Quasimodo. Ambushing the group, Clayton tried to shoot Mulan, but the Beast charged him and knocked him to the ground, where the two struggled. As the Beast made to rip out Clayton's throat, the hunter managed to kick his opponent away. Just then, Governor Ratcliffe arrived with a battery of cannons, having been called in by Clayton as backup. As the groups engaged each other, Clayton shot the Beast in the shoulder, knocking him down. Just as it seemed Clayton had won, McLeach arrived on the scene, having come to check on Clayton's progress. However, both he and Ratcliffe soon came to realize that Clayton had been playing them both. As the poacher and the governor angrily confronted the duplicitous Clayton, the heroes managed to escape.

Searching for the escaped prisoners in a village in the French countryside, the Sheriff of Nottingham came across Aladdin, who was looking for other heroes to join Hercules' resistance movement. Thinking that Aladdin may be connected with the prisoners, the Sheriff sent his guards to attack, but Aladdin managed to outrun them. The Sheriff drew his sword to deal with Aladdin himself, only for Aladdin to nimbly dodge his attacks. More guards moved in to aid the Sheriff, only for Aladdin to knock over a stack of barrels, scattering them. Escaping over the rooftops, Aladdin managed to lose the guards, who departed empty-handed. At that moment, an impressed Esmeralda approached Aladdin, who agreed to accompany her to meet Phoebus.

Hearing from Kaa that a llama and a human had been seen wandering through the Pride Lands, Scar sent Shenzi, Banzai, and Ed to dispose of them. The hyenas found the llama Kuzco (actually the former emperor of the Incas, having been transformed and deposed by Yzma) on his own and gave chase. They soon cornered him at the edge of a cliff, but Kuzco's human friend Pacha swung in on a vine to rescue him. However, the hyenas simply dodged to the side and let Pacha pass harmlessly by. Coming back around, Pacha managed to grab Kuzco and swing to safety, but they ran into a log, unwittingly tying themselves around it. While the two were arguing, Shenzi moved in and broke the log, sending both plummeting into the ravine.

At his English castle, Prince John was eager to replace the escaped prisoners with new ones, not wanting to appear incompetent before Maleficent. Meeting with the rogue Brer Fox, John was promised that the fox and his partner Brer Bear would find new prisoners in the peaceful 100 Acre Wood, which had thus far managed to remain untouched by the war. Arriving in the woods, the troublesome duo chased after Winnie the Pooh and his friends, hoping to capture them and claim John's reward. Managing to corner the group, Brer Fox prepared to apprehend them when Pooh came up to the two villains and offered them honey. Brer Bear was tempted by the offer, to Brer Fox's confusion, sparking an argument between them. While the two were distracted, Tigger threw Piglet into a nearby tree, knocking a beehive onto Brer Fox's head. Brer Fox pulled the beehive off and threw it at Brer Bear, but the bees attacked him as well. The two ran off with the bees in pursuit while Pooh and his friends watched.

Returning to Forbidden Mountain, Jafar and Hades presented her with the lamp containing the captive Merlin. With the greatest leader of the heroes captured, Maleficent and her army prepared to step up the offensives against the remaining resistance. As Arthur and Archimedes told Ariel and the Genie what had happened, they decided they were no longer safe in Merlin's cottage. At Ariel's suggestion, they chose to seek refuge in the sea. The Genie transformed Ariel back into a mermaid and Arthur and Archimedes into fish, and they escaped beneath the waves before Maleficent's forces could find them.

While debating a suitable punishment for Clayton, McLeach and Ratcliffe also decided to join forces, since they were seeking similar goals. As a group of crows watched, Pinnochio's mentor Jiminy Cricket found the puppet boy, having escaped from Frollo's prison, being escorted back into Paris by Foulfellow and Gideon, who were telling him about the Coachman's circus. Jiminy hurried after them to stop them, while the crows curiously followed. Meanwhile, having learned about Zurg's involvement in the attacks on the Galactic Federation, Buzz Lightyear led a team including new faces such as the robot BEN, Stitch's creator Doctor Jumba and his friend Pleakley to stop Zurg's invasion of Earth.

Surviving the fall from the cliff, Kuzco and Pacha met Naveen, Tiana, and their friends. Learning that the two frogs were also trying to find a way to become human again, Kuzco and Pacha decided to join them. Returning to Thebes, Aladdin presented Hercules with the French resistance movement led by Phoebus, giving Hercules hope that they would soon be able to strike back against Maleficent. However, the group was unaware that Lawrence, still disguised as Naveen, had successfully infiltrated their ranks...

The Greatest Show On Earth
In the Native Land, Bambi, Kenai, and their friends were called together by the Forest Elders, including Grandmother Willow, the mandrill shaman Rafiki, and the voodoo priestess Mama Odie. The Elders warned the gathered animals that they had divined that Maleficent, if the captured princesses were freed before they could be sacrificed to Chernabog, was prepared to use the ancient spirit of destruction, the Firebird, to kill enough innocents to summon the Black God. Since the Spring Sprite was the only being that could summon the Firebird, they must keep her from falling into Maleficent's clutches. In addition, the Elders had foreseen that heroes like Pocahontas, Kuzco and Pacha, and the Seven Dwarfs would play crucial roles in defeating Maleficent, but needed help against the forces of evil.

Back in the 100 Acre Wood, Pooh and the other animals discovered that their friend Christopher Robin had disappeared. Given supplies by Owl, Pooh and friends set out to find him. Meanwhile, the Disney Dogs and Cats were informed by new members Colonel and Sergeant Tibbs that they had found the hideout where Cruella and her crew were hiding Pongo and Perdita's puppies, as well as Duchess and her kittens. So informed, the animals headed to the pound to rescue their friends.

Searching for Snow White, the Seven Dwarfs were found on the road by Mama Odie, who told them that the princess had been abducted by Facilier and brought to Forbidden Mountain. The Dwarfs, along with the Forest Animals that accompanied them, immediately changed course and headed towards the Mountain. In Paris, children from all around the world, including Brer Rabbit, the Lost Boys, Pinocchio, Lampwick, and the Darling children Wendy, John, and Michael were attracted to the Coachman's circus. Catching up to the children, Jiminy tried to find Pinocchio and warn him, but was blocked by the Crows, who were wanting to watch the circus show themselves. Fed up with the Crows' antics, Jiminy left them to find Pinocchio himself. Unseen by the children, crows, or Jiminy, the Coachman and his goons locked the gates behind them to ensure none of the children could escape what the Coachman had planned for them...

Impatient with the efforts to locate the escaped prisoners, Frollo decided to set out and capture other heroes to replace them. Tasking his generals with searching the world for potential captives (especially the hidden gypsy camp known as the Court of Miracles), Frollo and his elite guard set out to break up a gathering they had heard was taking place nearby. They found that the gathering was between the Mad Hatter, March Hare, and Mr. Toad, who were celebrating their un-birthday parties. Seeing the three as easy targets, Frollo and his men apprehended all of them.

Returning to the Pride Lands, Ratcliffe and McLeach told Clayton they had concocted a scheme to punish him for double-crossing them and advance Scar's plot to play Tarzan and Simba against each other, all at the same time. To this end, Yzma and Zira arrived and explained that Scar wanted it to appear that Simba and the lions had launched an unprovoked attack on gorilla territory. To make the illusion possible, Yzma used one of her potions to transform Clayton into a lion with the appearance of Simba. With Ratcliffe and McLeach satisfied, Clayton and Zira set out. Clayton and Zira arrived at the gorilla nesting grounds with Zira's lioness militia. However, Mowgli and his friends had also arrived, seeking refuge from Scar's attacks. Thinking fast, Mowgli knocked sand into Clayton's face, stunning him. As Zira pursued Mowgli, Tarzan jumped in to face Clayton. Bagheera tried to protect Mowgli, but Zira knocked him aside. As Clayton tried to join the fray, Baloo tackled him, knocking him to the ground. Tarzan and the other heroes assembled, presenting a united force against Clayton and Zira. Realizing that they had lost the element of surprise and the battle, the lions retreated, but the job had been done. Tarzan swore that any further incursions into gorilla territory would be met with lethal force.

Tasked by Frollo with assisting Zurg by capturing the loved ones of the Galactic Federation's taskforce, Captain Hook and his crew traveled into space and found Jim Hawkins' mother Sarah at her inn. Breaking in after dark and catching Sarah off guard, the pirates took her captive and returned to Earth with their hostage.

Hearing that one of the ships in Zurg's invasion fleet had crash-landed near Forbidden Mountain, Peter Pan and Jim Hawkins set out to capture it to use as their own. Though the crash-site was guarded, the two youths found that the bumbling Abis Mal and his men were the ones tasked with watching the ship. Peter flew into the rigging and started taunting Abis Mal and his bandits. As Mal's goons tried to attack him, Peter evaded their clumsy efforts and caused them to run into each other. While the bandits were distracted, Jim knocked a spinning piece of machinery into them, bowling them over. Peter then threw a knife at Abis Mal, slicing his hat apart. Jim fired on Mal with his blaster pistol, forcing him to run for cover. Peter then used the rigging to launch himself at Mal, knocking Mal off the ship and into the water. Jim and Peter then claimed the ship and departed with it; though the ship's flight capabilities had been damaged beyond repair, it could still function as a conventional ship.

Hearing that some resistance against his rule had been assembling in England, Prince John decided to return and make an example of one of the rebellious fiefdoms, lorded over by the knights Sir Ector and Kay. As John's soldiers assaulted the castle, frightening the Scullery Maid, Kay rode in with a horse and lance. Seeing the attack coming, Pete stepped in and knocked Kay off his horse with a well-timed sword swing, knocking him into the castle's keep and causing it to collapse. John captured both Ector and Kay, bringing them back to France for Frollo to deal with.

Finding the pound where Cruella and her allies were hiding, the Disney Dogs and Cats found the group celebrating their recent successes. Breaking in, the dogs squared off against Cruella's forces, who quickly rallied to defend their prisoners. Edgar, Brutus, and Nero engaged the dogs as Madam Medusa fired potshots at them with her shotgun. During the confusion, Sergeant Tibbs set the puppies and the cats free. As Pongo broke off from the melee and tried to attack Medusa, she knocked him into a wall with her cane, stunning him. Edgar closed in and tried to stab him with a pitchfork, but Pongo ran between his legs and bit him on the buttocks. As Sergeant Tibbs tried to sneak away with the puppies, Medusa spotted them and fired on them, forcing them back. Pluto tried to help, but was injured by a shot from Medusa. In the midst of the fight, Jasper threw a bottle at a window, breaking it. As Cruella and her forces began to get the upper hand, Dodger's owner Fagin crashed through the window on his motor-scooter, knocking the villains aside. Sergeant Tibbs and the Colonel leapt out the window to safety, while the older dogs and cats joined Fagin on his scooter as they fled the pound.

Making sure that Frollo's rule of France was undisputed, the Queen of Hearts and Shan Yu laid siege to a castle where a minor King and his Grand Duke ruled. The King's royal guard moved to defend their ruler, but the card soldiers serving the Queen overwhelmed them with their vast numbers. The Queen herself frightened the King and Grand Duke into submission, taking them as more prisoners for Frollo.

At the Coachman's circus, the children were enthralled as Stromboli introduced them to the night's main event: a magic show by the famous Sarousch. The show began harmless enough, with Sarousch performing simple tricks, but everything changed when he demonstrated his conjuring skills by calling forth the mischievous Pink Elephants. As the children watched with a mixture of fear and delight, the Elephants were joined in their performance by a group of sinister clowns. Suddenly, the true nature of the circus began to reveal itself as Lampwick began transforming into a donkey. As the children noticed what was happening, Sarousch used his magic to summon a horde of shadow demons to keep them from escaping. The children could only watch in horror as Lampwick transformed completely, screaming all the while. Alerted by the commotion, Jiminy Cricket entered the big top just as Pinocchio started to transform as well. Though most of the children had already been taken captive, Pinocchio and Jiminy fled. As the Coachman's goons gave chase, the pair leapt into the river to escape them.

The following morning, Frollo looked over his new prisoners, congratulating his generals for their work. Paying them a substantial reward, Frollo then escorted the prisoners to the Palace of Justice.

The Betrayal
As the circus show came to an end and the Coachman's allies took the attending children prisoner, he introduced them to some of the other children he had taken captive since the beginning of the war, including the Australian boy Cody, the New York girls Penny and Jenny Foxworth, and many others. The Coachman explained to the children that he planned to turn them all into donkeys and sell them as slave labor to fuel Maleficent's war machine. Back in the African jungles, Tarzan told Mowgli of his previous encounters with Simba and the threat he believed the lion posed. Despite Tarzan's warnings, Mowgli was determined to confront Simba and convince him to leave the apes alone.

Having been called by Queen Grimhilde to accompany her faction in the ambush on the heroes led by Hercules, Aladdin, and Phoebus, Shan Yu left Paris, though Frollo was suspicious of the Hun's motives. Meanwhile, on Forbidden Mountain, Chernabog's spirit contacted Maleficent and Hades, asking them to hasten their efforts to sacrifice the princesses to him and bring him into the mortal world. Both villains assured him that his time was coming very soon.

Following Ratigan's trail, the League of Extraordinary Gentlemice found themselves at the Horned King's citadel, only to walk into another trap left by Ratigan. The mice found Lucifer waiting for them, but as they tried to evade their old enemy, they found he had back-up in the forms of Ratigan's pet Felicia and Lucifer's mate Pom-Pom. Pom-Pom leapt at Dumbo, stunning him as Lucifer knocked Basil down with a stamp of his paw. As Lucifer and Pom-Pom closed in on the mice, Jaq threw a button at Lucifer's nose, angering him. All three cats surrounded the League, but Basil called in Toby once again. Toby evened the odds, chasing Felicia down the hallway, giving Jaq and Gus an opening to set Lucifer's tail on fire, sending him into a panic. Felicia managed to reach a ledge, putting her out of Toby's reach, but as she hopped down, she realized one of the Horned King's guard-dogs was in the room with her. The dog tore her apart, presumably killing her. However, the noise alerted Lady Tremaine to the intrusion. As Lucifer looked on with sadistic glee, Lady Tremaine used her wand to transport the League into the King's dungeons.

Though she may have lost the puppies, Cruella was determined to get them back, and she and her gang leapt into their respective vehicles to give chase to Fagin and company. However, they were unaware that Napoleon and Lafayette had noticed what was happening and decided to intervene. As Cruella caught up to Fagin and tried to run him down, he drove into a subway station to lose her, only for the villains to follow him. Cruella and Medusa followed Fagin onto the train tracks, but Edgar made a wrong turn and came back to the surface, where Napoleon and Lafayette were waiting for him. Biting at Edgar, they managed to knock him from his motorcycle and took control of it themselves. However, the dogs soon found themselves heading for the railway, where they ran into Medusa, splitting the motorcycle and sidecar apart, while Medusa was knocked into a ditch on the side of the road. Edgar managed to get back onto the still-drivable part of his vehicle and rejoined the chase. Cruella, sick of playing games, had Horace and Jasper take over driving her truck while she climbed onto the hood. Jasper rammed the car into Fagin's motor-scooter, allowing Cruella to grab one of the puppies. As she gloated, Oliver saw what was happening and pounced on her, biting at her. Cruella threw Oliver off her, but Dodger managed to catch him. With Fagin distracted by the attackers, Tito took over driving the scooter and, seeing a train coming, drove up onto the side of the railway bridge. Cruella and her minions were not as fortunate, as the train knocked them off the bridge, though they survived. Satisfied that their friends had gotten away safely, Napoleon and Lafayette headed back to the countryside to get some sleep.

En route to Grimhilde's castle, the Seven Dwarfs found that the only road passed through the Horned King's citadel. Deciding that they had no other options, the Dwarfs tried to sneak through, but the King's barbarian warriors and Gwythaint dragons spotted them and moved in to attack. The King's lackey Creeper led the charge, only to be beaten back, shoved in a barrel, and rolled away. As the Dwarfs continued to fight the Horned King's men, they were overwhelmed and sent tumbling down a staircase. But at that moment, the Beast arrived and scared the barbarians off. As the Dwarfs tried to press their advantage, the Horned King arrived and used the Black Cauldron to send them flying back with a gust of wind. Knowing the King was too powerful to try and attack again, the Beast ushered the Dwarfs to safety with Mulan and Quasimodo. Watching them go, the Horned King strangled Creeper for failing to stop them.

Although his men believed they had located the Court of Miracles, Frollo was ready to capture the gypsies, but didn't want to walk into a potential trap. Explaining his situation to the American hunter Amos Slade, Frollo sent him in to scout the area. Slade went to the area found by Frollo's generals, where he found a gypsy wagon passing through. Firing at the wheels, Slade forced the wagon off the road, only to be surrounded by gypsies under the command of King Clopin. Slade tried to shoot him with his gun, but Clopin threw fire at his feet, distracting him long enough to retreat into the darkness. As Slade traveled further into the Court, threatened with hanging by Clopin, he came across some skeleton puppets and, startled, raised his gun to defend himself. Clopin suddenly appeared and cut the heads off from the skeletons with a sword, sending Slade sprawling back. Terrified by the experience, Slade fled from the Court, swearing not to cross the gypsies again.

Traveling through a desolate mountain range shrouded in mist, Pooh and his friends saw Aladdin flying through the sky on the Flying Carpet. Curious, they followed him to the resistance's hidden lair where Aladdin and Hercules returned from scouting the area. However, Pooh wasn't the only one who had found the heroes. Doctor Facilier suddenly appeared, revealing to the resistance how he had used Lawrence to infiltrate their ranks. As Queen Grimhilde arrived, a barrage of arrows from over the ridge sent the heroes running for cover. Facilier parted the mist, revealing Shan Yu at the head of the Hun army, ready to massacre the resistance. The Huns charged, and the heroes who could fight moved in to defend the non-combatants, with Lady Kluck and Aladdin both managing to hold their own against the Hun warriors. As Hercules confronted Grimhilde, she summoned her secret weapon: a deadly T-Rex. The heroes began to fall back with Shan Yu, the Huns, and the T-Rex in pursuit. Shan Yu caught up to Ichabod Crane and tried to slash him with his sword, but Ichabod narrowly avoided the strikes and managed to escape on his horse. Spotting Pooh and friends, the dinosaur moved to attack them, but Hercules came to their defense, picking up a large rock and hurling it at the T-Rex's head, knocking it back. Mounting Pegasus, he flew around the predator, leading it away from the innocent travelers. Confronted by Facilier, Donald Duck crafted a makeshift hand cannon and fired on the witch doctor, but missed, with the shot hitting the snow-covered mountainside, causing an avalanche. Hero and villain alike found themselves in the path of the avalanche and retreated, though Shan Yu and his Huns could not escape fast enough to avoid being buried. Though the heroes knew their hideout was lost, they took comfort in the fact that they had all survived the ambush and at least one of their enemies had seemingly been slain.

Regrouping outside the Horned King's citadel, Beast's group and the Seven Dwarfs were able to get to know each other, though Beast, Mulan, and Quasimodo were unsure if the Dwarfs would be able to fight if they found themselves in trouble again. As Clayton returned to McLeach and Ratcliffe, he reverted to his human form, though his wounds and humiliation gave his bosses reason to believe their debt had been settled. In the mountains, Pooh and friends regrouped as the avalanche subsided. Though they now recognized the danger posed by the war raging beyond the borders of the 100 Acre Wood, they knew that they could not abandon Christopher Robin and decided to continue their journey.

Though Amos Slade refused to go near the Court of Miracles again, the directions he gave Frollo allowed the Judge to move in with his army and take Clopin and all the gypsies prisoner. Finding the true Simba, Mowgli told him off for attacking Tarzan, only for Simba to deny any knowledge of the attack. Confused, Timon and Pumbaa followed Mowgli as he left, determined to get to the bottom of the matter. Unknown to any of them, Shere Khan was watching and vowed to dispose of Mowgli before he foiled the plot. With no word from the Lost Boys, Jim Hawkins, Tinker Bell, and Alice were concerned that they may have been captured, but Peter Pan insisted that they were fine and would be back soon. Meanwhile, as Shan Yu and a few other Hun warriors who had survived the avalanche returned to Grimhilde, they found Cruella, Medusa, and Edgar seeking an audience with the Queen. With their own plans in shambles, they decided to cast their lot in with Grimhilde.

In the forests, Bambi, the Patch of Heaven cows, Kenai, Koda, and newcomers Tod and Vixey, two foxes, and the rabbit Lucky Jack united to keep the Spring Sprite safe, though they couldn't help but feel that they were being watched. As the prisoners of the Horned King awaited the torture and execution that surely awaited them, they were found by the strange creature Gurgi, a friend of Taran, who freed them from their bonds. The group prepared to escape confinement and return to their friends. With Chernabog growing anxious to be given his promised sacrifice, Hades summoned a group of monsters like the Hydra, Monstro, and the Headless Horseman to give Maleficent an edge over the heroes.

Escape from the Horned King's Citadel
With the time of the sacrifice growing near, Maleficent looked over the princesses (Snow White, Aurora, and Cinderella) held in the dungeons of Forbidden Mountain to make sure that they were still safely imprisoned. Besides these three, the other princesses were held in her allies' strongholds so that none of the heroes could free them all at once. As the Horned King and his generals planned their next offensives, they were met by Sa'Luk, who had been sent by Hades to aid the King in whatever capacity he deemed necessary. Unsure of the newcomer's potential, the King tasked Sa'Luk with guarding the prisoners.

With Belle missing and no word from the Beast, Belle's father Maurice decided to go and search for her, concerned for her safety with the war brewing. Meanwhile, free from their cells but not wanting to alert the Horned King to their escape, Taran, Robin Hood, and the League of Extraordinary Gentlemice decided to split up and search for a way out without catching the attention of the guards. On Zurg's flagship, Lilo and Stitch waited for their fate when unlikely rescue came in the person of John Silver, who decided to release them from their cells. As they made their escape, Silver mused that the others would say he had "gone soft" if they found out, unaware that one of his crewmen, the sadistic Scroop, was watching.

On Pride Rock, Scar began to question Shere Khan's ability, since he had not yet participated in any of the battles himself. To show his true strength to Scar, Khan decided to attack a human village on the borders of the Pride Lands where, coincidentally, Denahi had just arrived to find recruits to drive out Ratcliffe's forces. As Khan emerged from the shadows and began attacking the villagers, Denahi and the village leader Atka rallied to drive him back. Despite the village warriors surrounding the tiger, Khan managed to inflict wounds on both Atka and Denahi in turn. Atka seized a torch and threw it at Khan, setting the brush on fire and forcing Khan to flee. However, the headstrong Denahi was not willing to let Khan get away and began throwing rocks at him. Khan charged, but Denahi saved himself by hitting the tiger over the head with his spear. Brushing the blow off, Khan retreated back into the jungle, losing Denahi. Angry with Denahi for antagonizing Khan and prolonging the fight, Atka refused to join him.

In the Native Lands, Alameda Slim approached Amos Slade, offering to go on a hunting trip with him to help him relax after his experience in the Court of Miracles. Slade agreed, and the two set off into the woods, where they quickly picked up the trail of Tod and Bambi. As Slade fired on Tod, the fox took cover under an old railroad line, and Bambi bravely drew Slim away from his hiding place. However, Tod was found by one of Slade's hunting dogs, Copper. Unknown to Slade, Tod and Copper had been friends since childhood, and Copper decided to try and draw Slade away from Tod as well. As Copper led Slade in the opposite direction, Tod climbed up the side of the railroad tracks to safety, only to be spotted by Slade's other hunting dog, Chief. As Chief cornered Tod on the tracks, Slim spotted the two of them as well and threw his spurs at a large boulder hanging over the tracks, causing it to fall. However, Tod dodged out of the way and the boulder hit Chief instead, knocking him from the tracks into a canyon. Copper rushed to his friend's side, finding him barely clinging to life. Tod and Bambi ran to safety as the hunters were distracted, though Copper watched them go with vengeance brewing in his heart.

As they explored the Horned King's citadel, Taran found his mystic sword (though he had yet to unlock its true potential). However, as Taran took the sword, he and Robin Hood were surrounded by Sa'Luk's bandit gang, the Forty Thieves. Robin drew his own sword and tried to hold the thieves off, but Sa'Luk entered the fray and easily beat down the heroes with his great strength. Sa'Luk moved in for the kill, but as he brought his weapon down, Taran raised his sword to block it, and the magic within the blade was finally unleashed, allowing him to overcome Sa'Luk. Taran and Robin fled with Sa'Luk and his bandits in pursuit.

Though the Native Land was firmly under his control, with the exception of a shrinking number of hold-outs, Ratcliffe would not be satisfied until his old enemies Pocahontas and John Smith were brought to him in chains. Rourke had already failed, and Ratcliffe was not about to trust Clayton again, so he brought in Captain Hook to find the Powhattan princess and the disloyal colonist. Finding the two on the shore, Hook fired on them with his cannons, but only succeeded in destroying some trees. Deciding to take the fight to Hook, Pocahontas and Smith boarded the Jolly Roger and began engaging the pirates. While Smith and Pocahontas' raccoon companion Meeko fought off some of the crew, Pocahontas knocked out Smee, but was then cornered by Hook. Smith intervened and engaged Hook in a sword duel, managing to get the upper hand and knock Hook down. However, Hook managed to recover and slashed Smith across the chest, grievously wounding him. As Hook moved in to finish Smith off, Pocahontas' hummingbird Flit flew into Hook's sleeve, distracting him. Getting back up, Smith managed to muster enough strength to knock Hook and Smee into the hold. The pair escaped back to shore while Hook took his anger out on Smee.

Meeting up with the League in the Horned King's innermost sanctum, Taran and Robin Hood were disturbed to learn that they still had not found an exit that was not being guarded. However, they did find a large steel cage holding a female figure. Before they could investigate, the Horned King's minions and allies stormed in, having been alerted to the escape attempt by Sa'Luk. The group tried to flee but found the King's minions cutting off all routes of escape. Things looked hopeless as the King's generals and soldiers closed in, aiming to kill the prisoners rather than risk another escape. With no other options, Taran cut the chain holding up the cage, thinking it could knock out some of the King's minions. However, as the cage broke open, the prisoner within was revealed to be none other than the Atlantean Princess Kida. Unleashing powerful and unrestrained blasts of magic energy, Kida knocked Sa'Luk from the citadel walls to his death. As Kida's powers threatened to bring the building down, both heroes and villains fled for their lives. Just as the heroes escaped to the wasteland outside, they turned to see the citadel collapse into rubble. At last, Kida managed to get control of her powers, landing next to the heroes and explaining her situation to them. Though initially frightened by Kida's power, the heroes agreed to help her return to Milo.

Though Chief would survive his injuries, Copper blamed Tod for the accident, realizing that if he had allowed Slade to catch Tod, Chief would never have been put in harm's way. As Copper swore to kill Tod himself the next time they met, Alameda Slim introduced Slade to McLeach's hunting party, telling him that they would make certain that Tod was caught. As Denahi returned to Pocahontas and John Smith, he found that Smith had been mortally wounded during the fight with Hook, and was not expected to recover. As Pocahontas promised to find a way to help Smith, Denahi swore to do whatever was necessary to conquer his own demons so he could commit himself fully to the war against Maleficent.

The Mouse Returns
While wandering the wilderness looking for Belle, Maurice unknowingly wandered into the forests near Forbidden Mountain, but he wasn't alone. Hearing ghoulish laughter in the darkness, Maurice's horse, Philippe, got spooked and started running wild. As the laughter continued, Philippe was backed up to the edge of a cliff, bucking Maurice off and running away, pursued by a pack of wolves. As Maurice collected himself, the source of the laughter was revealed to be the Headless Horseman, sent by Hades to guard the entrance to Forbidden Mountain. Terrified, Maurice fled as the Horseman pursued him. Coming to the gates of a castle, Maurice forced open the gates and managed to elude the evil spirit. However, Maleficent found Maurice and took him captive for straying into her territory.

After escaping the destruction of the Horned King's citadel, Ursula returned to the seas to focus her efforts on rooting out Ariel and her allies. Meeting with Marina Del Ray, a corrupt former advisor to King Triton, Ursula tasked her with capturing Ariel's human lover Prince Eric to force Ariel out of hiding, even lending Marina the magic shell that gave her control of Monstro. Finding Eric's ship, Marina summoned Monstro to destroy the vessel, the whale's thrashing threatening to swamp it. Seeing Monstro charging, Eric took the wheel and tried to steer the ship out of Monstro's path. However, he was too late to prevent Monstro from ramming the ship, knocking Eric and the other crewmen overboard. As Marina and her eels captured the crew, Eric climbed up a loose rope back onto the ship and again tried to sail for safety. However, Monstro again proved faster, smashing the ship into splinters with a slap of his tail. As the crew who had managed to escape Marina watched, Eric sank beneath the waves, where Marina took him to Ursula.

Tasked by Queen Grimhilde with rebuilding their forces after the avalanche during their ambush of the resistance forces, Doctor Facilier called on his Friends on the Other Side to help corrupt the shadows of heroes into more shadow demons under his control. The Friends first targeted Peter Pan and Jim Hawkins on their flying ship (though the flight mechanism was still broken, Tinker Bell was able to keep it aloft with her pixie dust), where they worked their magic on Pan, bringing his shadow to life. As Peter tried to get his shadow under control, the Friends menaced Alice and Tinker Bell. Tinker Bell managed to hold them off with her pixie dust, destroying many of the shadow demons. At that moment, Facilier's Shadow arrived to assist the Friends, kicking Tink to the ground. With Alice's help, Peter finally managed to catch his own shadow, but Facilier's shadow started to close in. Just then, Jim Hawkins arrived and destroyed the shadow with a shot from his blaster. Peter then reattached his shadow, regaining control of it.

Finding out that Buzz Lightyear had pursued him to Earth, Emperor Zurg tasked Doctor Hamsterviel and Professor Ratigan with disposing of his old enemy and his friends. As the two plotted their attack, Lightyear and the Galactic Federation taskforce broke into Hamsterviel's facility searching for Zurg. Hamsterviel deployed a squad of Hornets to battle the heroes, but after a short firefight, Doctor Jumba destroyed the robots with his blaster rifle. Ratigan activated a defensive turret that shot beams of energy, breaking the Federation lines and sending the heroes diving for cover. Acting quickly, Mira used her powers to phase through the turret and tear out its wiring, destroying it. While Ratigan was distracted with the turret's destruction, Doctor Doppler shot him in the back with a blaster pistol, injuring him. Buzz and the other Federation heroes managed to destroy the remaining Hornets and even a large battle robot that Ratigan unleashed as a last line of defense. As the heroes closed in, the slippery Ratigan escaped on his airship, leaving Hamsterviel behind to be captured.

Donald and Goofy happened to see Hades passing by on his chariot and, on a hunch, they followed him to the Underworld. While they lost track of Hades, they found Mickey Mouse at long last, imprisoned in the life-draining waters of the River Styx. However, they found that such a valuable prize was not left unguarded, as Pain, Panic, the centaur Nessus, and the serpent-like Hydra watching for rescue attempts. Nessus charged Donald, punching him into a wall despite Donald's attempt to threaten him with his sword. Coming to his friend's aid, Goofy delivered a fearsome headbutt, knocking Nessus out. As the Hydra closed in, Goofy readied a bow and arrow, but accidentally grabbed Donald and fired him into another wall. As Goofy pulled Donald free, the damage to the wall caused the ceiling to collapse, sending down a large boulder that decapitated the Hydra, seemingly killing it. As Pain and Panic watched helplessly, Donald and Goofy dove into the Styx, where they managed to free Mickey from his bonds before the deadly waters could claim them. In a last-ditch effort, Pain and Panic transformed into snakes and attacked, but the three friends got the upper hand and overpowered the demons. As the heroes escaped the Underworld, Panic exclaimed that Hades would punish them severely when he found out, but Pain reassured him that Hades wouldn't necessarily find out.

Exploring the swamps, Kuzco, Pacha, Naveen, Tiana and their friends stumbled across an old cottage. Louis and Ray were hesitant about entering, but the others decided to brave it, hopeful that whoever lived inside could help return Kuzco, Naveen, and Tiana to their human selves. However, the owners of the cottage, the sinister Witches of Morva, had other ideas, turning Pacha into a frog and toying with him. Turning Tiana back into a human, the Witches told her they would make the transformation permanent if she agreed to let them turn the others into frogs and eat them all. Despite the Witches' promise that she would not be harmed, Tiana refused, saying that she was willing to stay a frog and die with her friends rather than abandon them. As the Witches prepared to take Pacha away and eat him anyway, Tiana came to his defense, threatening the Witches and demanding they release him. At last, the Witches agreed to a compromise: they returned Pacha to human form and transformed Tiana back into a frog, telling them they were free to leave. However, if the group couldn't find a way to return to human form without the help of the Witches, they would all be turned into frogs and eaten. Tiana and the others agreed to the Witches' terms, not knowing that the Witches were in league with the Horned King and planned to keep the group from becoming human by any means necessary.

The Grand Councilwoman arrived on Earth at Buzz Lightyear's request, taking Doctor Hamsterviel into custody before returning to space. However, as he was taken away, Hamsterviel vowed that the heroes had not seen the last of him. The Coachman and his allies planned their next big show, an exhibition of animal performers such as the circus bear Bongo. However, they were unaware that Lilo and Stitch were watching.

Despite Pain and Panic's efforts, Hades quickly found out about Mickey's escape, promising to maim his lackeys for their failure after his coming meeting with Maleficent. Worried that the heroes would free the other princesses after the fall of the Horned King's citadel and the escape from the Underworld, Maleficent tasked Hades and Jafar with finding the Spring Sprite so they could use her to awaken the Firebird.

Returning to their friends in the resistance, Robin Hood, Taran, and the other prisoners of the Horned King met up with Aladdin and Hercules, who were also welcoming Mickey into their alliance. In recognition of Phoebus' leadership while he was indisposed, Robin promised to work together with him to lead the resistance against Frollo and Prince John. Having temporarily split off from the other escapees to continue the pursuit of Ratigan, the League of Extraordinary Gentlemice met up with the dogs and cats, teaming up with them. After a bit of hesitation, the animals agreed to aid the League. Meanwhile, Ratigan sought refuge in Queen Grimhilde's castle, where he was met by Doctor Facilier. Having heard of the Professor's exploits and seeing him as a useful ally, Facilier used his powers to make good on the promise that Hamsterviel had failed to uphold: he made Ratigan human-sized, allowing him to stand on equal footing with the non-animal heroes and giving him a distinct advantage over Basil.

While out flying, Ariel's seagull friend Scuttle saw Eric taken captive by Ursula and Marina, who used their magic to mesmerize the prince. Scuttle flew off to warn Ariel, not knowing that this was exactly what Ursula wanted. Calling John Silver to him, Zurg revealed that Scroop had told him that Silver had released Lilo and Stitch from confinement. Sick of Zurg's methods, Silver declared his resignation from Zurg's employ, but the evil emperor wasn't willing to let him go that easily. He told Silver that if he left, there would be no one to keep him from killing Jim Hawkins, whom Zurg knew Silver cared for. Reluctantly, Silver agreed to stay.

Naval Warfare
The Horned King, Lady Tremaine, and Bill Sykes returned to Forbidden Mountain after the destruction of the King's citadel, but they were in for a rude welcome. Maleficent was enraged with their failure, insulting them and telling them to stay at Forbidden Mountain so she could keep a closer eye on them. With the heroes captured by the King having returned to the resistance, they decided to spread out and search the world for any more champions they could bring to their side. Though this decision did not sit well with all the heroes, they recognized that they would need reinforcements if they wanted to take on Maleficent.

In the seas, Ursula's eel minions Flotsam and Jetsam had found where Ariel, the Genie, Arthur, and the other remaining members of Merlin's group were hiding. The eels revealed that Ursula had captured Prince Eric, but would release him if Ariel surrendered herself. Though the other heroes were sure that it was a trap, Ariel was unwilling to leave Eric to Ursula's mercy and swam off to find him.

Called off on another assignment by Maleficent, Jafar tasked Madame Mim with watching the prisoners in Agrabah, including Jasmine, Captain Shang, the Chinese Imperial Army, and the members of the Agrabah Royal Guard. Transferring control of Shang, the Royal Guards, and the giant Willie, his brainwashed bodyguard, over to Mim, Jafar left Agrabah in her hands.

With Pinocchio still missing, the Italian toymaker Geppetto, Pinocchio's surrogate father, was worried over the puppet boy's absence. Deciding he needed to go out and search for him, Geppetto hired the elderly pet-sitter Sarah to watch his pet kitten Figaro and goldfish Cleo while he was out. However, Sarah had two pets of her own that she brought along, the trouble-making Siamese cats Si and Am. As soon as Geppetto was gone and Sarah was out of the room, Si and Am emerged from their basket to look around Geppetto's home for food, catching the attention of Figaro. The two newcomers spotted Cleo and decided to make a meal out of him, pulling down the tablecloth that Cleo's fishbowl was resting on. Hoping to rescue his friend, Figaro grabbed the bowl with a hook attached to his tail, but Si and Am stopped pulling suddenly, knocking Figaro into the bowl and the bowl off the table. As Si and Am closed in, the Disney Dogs and Cats suddenly arrived, hoping to recruit Figaro and Cleo to their cause. Seeing what was happening, the large dogs chased Si and Am away. Thankful for the aid, Figaro and Cleo agreed to join the newcomers.

Watching Ariel coming to rescue Eric through her crystal ball, Ursula prepared to ambush the mermaid princess, amassing an army of sea creatures, including Marina del Ray's electric eels, the great white shark Glut, and the Atlantean defense construct known as the Leviathan, which Ursula had managed to take control of following Milo's departure from Atlantis.

Hoping to rise above the Horned King in the ranks of Maleficent's faction, Queen Grimhilde was informed about Mickey Mouse's whereabouts by her Magic Mirror. Professor Ratigan volunteered for the task of recapturing Mickey, eager to try out his new size and strength in combat. Catching Mickey alone, Ratigan beat him to the ground before the mouse could draw his blade. Pulling a bell out of his coat, Ratigan used it to summon the T-Rex, having been given custody of the dinosaur by Grimhilde after the mountain ambush. As the T-Rex prepared to attack, Donald and Goofy arrived and used a pulley system to lift Mickey into the air while dropping a large object on the T-Rex, crushing its skull and killing it. Mickey attacked Ratigan with his rapier, wounding him, but before he could finish off the mastermind Shan Yu arrived and escorted Ratigan to safety.

While Beast and Quasimodo were seeking a way to rescue Belle, the Beast's servants watched over his castle, helped in this task by the gargoyles Victor, Hugo, and Laverne. The tedium of their vigil was broken, however, when they saw Abis Mal and his bandit gang coming up the road, hoping to loot the castle while the Beast was out. When the bandits entered the castle, they found it seemingly empty except for furniture, but the situation changed when the furniture sprang to life and attacked. The Beast's servants put up a valiant defense, attacking however they could, with the Wardrobe even body-slamming two of the thieves. The gargoyles also joined in, with Victor dropping a brick on one and Hugo knocking down a chandelier on several more when they moved in to attack. Sneaking up behind some of the bandits, Lumiere ignited his head, burning the looters. Deciding to strike at Abis Mal, Hugo chewed up a pebble and spat it out like a machine gun, sending Mal ducking for cover. Some of the bandits thought they had found an easy target in Sultan, the footrest dog, cornering him in the kitchen. As they closed in, living knives and Chef Bouche, the fire-spouting oven, jumped in to defend Sultan, sending the bandits fleeing in terror. Cogsworth arrived with a Napoleon hat, a flintlock pistol, and a pair of scissors, sliding down the bannister and stabbing Abis Mal in the rear. Seeing they were outmatched by the stalwart defenders, Mal and his bandits retreated.

With Jafar gone, Jasmine saw an opportunity to try and free Shang, hoping Mim's mind control would be weaker than Jafar's. Reminding Shang of his oath to protect China, Jasmine succeeded in breaking Mim's control over him. However, Mim wasn't about to let them just walk out the door, calling the Royal Guards and Willie in to help contain the prisoners. Seeing their commander was free at last, Yao, Ling, and Chien Po rushed to Shang's aid and held off the guards. Willie proved a more dangerous foe, chasing after Shang and Jasmine, but as the giant moved in, Yao fired an arrow at Willie's head. Though the tiny projectile didn't do any damage to the giant, it distracted him long enough for the others to try and escape. Seeing her guards had failed, Mim transformed herself into a rhinoceros to attack on her own. Knowing they couldn't outrun Mim, Shang told Jasmine to run while he stayed behind to distract the witch. Reluctantly, Jasmine fled as Mim charged, knocking Shang unconscious. Although Jasmine was able to escape the palace, Mim took Shang back into custody.

Trying to find a way to return to Atlantis, Kida found Prince Eric under Ursula's control on the shore, with Scuttle trying to break the enchantment. Using Atlantean technology, Kida succeeded in freeing Eric from his mesmerism, and the trio headed out to sea to help their friends.

Beneath the waves, Ursula and her allies were lying in wait for Ariel and the other heroes, who had followed Ariel to make sure she was safe. Marina and her electric eels chased after Arthur while Glut appeared behind Ariel and Flounder, trying to maul them. As Genie prepared to help, the Leviathan arrived, managing to stand up to Genie's immense power and fire on him with its weapons, knocking him out of the fight. Just as it seemed the heroes were outmatched, the Atlantean army suddenly arrived on the scene, led by Milo and his team of loyal mercenaries. Ursula sent her minions to finish off Ariel's team while she hurled orbs of magic energy at the Atlantean ships, destroying several of them. Losing track of Ariel, Glut ran wild. Knowing he was closest to the shark and it would likely turn on him next, Arthur seized a broken arrow from the seafloor to use as a weapon. Ursula cornered Ariel and prepared to kill her with Triton's trident, but Eric arrived with Scuttle and Kida and threw a harpoon at Ursula, cutting her arm and getting her attention. Taking advantage of Ursula's distraction, an Atlantean ship fired on her, knocking her into a wall. Recovering from the blast, Ursula spotted Eric trying to swim back to the surface, sending Flotsam and Jetsam to pull him back under and drown him. Sebastian and Flounder came to Eric's defense, attacking the eels and forcing them to release Eric. As Kida swam towards Eric, Marina tried to intercept her but Kida tossed her onto the ocean floor and pulled Eric to safety. Glut came after Arthur, but the future king tricked the shark into trapping itself in the hole of an old anchor, lodging the arrow into Glut's neck to kill it. More Atlantean ships converged on Ursula, led by Milo's mercenaries, but Ursula continued to pick them off with her magic. The Leviathan made to attack the Atlanteans, but Genie fired another blast of magic at it just as an Atlantean ship fired at the same spot, the concentrated fire managing to destroy the war machine. Ursula fired off another spell, scattering the Atlanteans and knocking Milo out of his vessel. Using the trident's magic to grow to an immense size, Ursula smacked Milo's friends away with her tentacle when they tried to help him. As Ursula prepared to finish Milo off, Kida grappled with her, throwing off her aim. Ursula overpowered Kida and tossed her to the ground, but as Ursula was about to kill the heroes, the mercenary Vinny Santorini used dynamite to destroy a cliff above Ursula, crushing her under the rocks. It appeared Ursula had been defeated, but she tossed the rocks aside and made to attack the heroes again, but Genie came to their defense, shocking Ursula with electricity and knocking her out. Genie quickly transported the heroes back to the surface before Ursula could recover again.

Pinocchio and Jiminy Cricket finally returned to Geppetto's home, only to find the place abandoned, with Figaro and Cleo having left with the Dogs and Cats and Sarah having left to look for them. Outraged by Jasmine's escape, Jafar had the Royal Guards execute Shang by tossing him from a cliff into a river rather than risk another escape attempt. As Willie and the guards searched Agrabah for Jasmine, the princess met up with Yao, Ling, and Chien Po, who had also managed to elude Mim in the chaos of the battle. Finding her pet tiger Rajah in the courtyard, Jasmine bid a tearful farewell to her faithful companion, not knowing when or if she would see him again.

Meanwhile, downriver from Agrabah, Shang's horse was grazing by the riverbank when it sensed something in the water. Wading into the river, the horse was surprised when Shang's hand grabbed its bridle, with Shang having narrowly survived the fall. The horse pulled Shang to the safety of the riverbank as Shang thanked his loyal steed for saving him.

Wildfire
Despite Pocahontas tending to him, John Smith's condition was worsening after his run-in with Captain Hook. Just as all hope seemed lost, the Spring Sprite arrived with her companion, a noble Elk. Seeing Smith's circumstances, the Sprite used her magic to heal him. As the Sprite departed, however, two woodland animals watching nearby revealed themselves as Pain and Panic, heralding the arrival of Hades, who had been sent to capture the Sprite by Maleficent. To make sure Pocahontas and Smith didn't interfere, Hades had Pain, Panic, and Nessus seize the two.

At the same time, Clayton approached Queen Grimhilde looking to join her faction. He also spoke to Cruella and Madame Medusa about forming their own hunting party to rival McLeach's. Eager to save face with Maleficent after losing their captives to the Disney Dogs and Cats, they agreed.

On the slopes of Mount Saint Helens, the resting place of the Firebird, Hades finally cornered the Spring Sprite. Hades began tossing fireballs at the Sprite, who desperately tried to dodge. Eventually, one of Hades' fireballs hit their mark, knocking the Sprite to the ground. Growing to immense size, Hades seized the Sprite and took her to the summit to begin the process of awakening the Firebird.

After another meeting negotiating the proposed alliance with Governor Ratcliffe, McLeach was driving back to his hideout in the Pride Lands when he ran over Stitch in his halftrack. Getting out of his vehicle, McLeach found that Stitch had somehow survived the accident. McLeach opened fire on the alien with his rifle, but Stitch dodged McLeach's shots. Joanna attacked, but Stitch managed to hold his own in the struggle, escaping into McLeach's halftrack, where he released the lionesses loyal to Simba that McLeach had taken captive at the beginning of the war. When McLeach fired at Stitch once again, Stitch picked up an abandoned car and tossed it at the poacher, giving him an opening to retreat.

Continuing their search for Christopher Robin, Pooh and company were stopped by Doctor Facilier, who was hoping to bring them back to Queen Grimhilde and end their interference in the war. Facilier tried to trick the heroes by conjuring an image of Christopher imprisoned by the villains, telling them he would take them to their friend. However, the heroes remembered Facilier from the mountain ambush and refused to trust him. Deciding to take Pooh's group by force, Facilier used his voodoo powers to summon terrifying illusions to attack the heroes. As Pooh and his friends ran, Facilier called his shadow demons to pursue them. Just as it seemed Facilier's shadow had cornered them, Princess Jasmine pulled them behind a tree. As they hid, Facilier lost them and departed. Pooh and his friends decided to accompany Jasmine back to the resistance hideout.

While Pete and the Sheriff of Nottingham were giving Prince John the latest reports on the progress of the war, the Prince suddenly burst out in a rage, calling his generals out on their failures to capture the resistance. Deciding to commit everything he had to strike a blow the heroes could not recover from, John targeted Aladdin, knowing the Agrabah street thief was one of the key leaders of the resistance. Finding Aladdin flying past on the Flying Carpet, the Sheriff shot his bow at him, knocking Aladdin to the ground. Immediately, Pete, the Sheriff, the Beagle Boys, and John's various soldiers surrounded Aladdin as John commanded them to kill him. Seizing a quarterstaff, Aladdin desperately held off the Sheriff and John's guards. The Beagle Boys went to attack Aladdin from behind, but Abu threatened them with a scimitar, only to flee when the Boys brought out a large arsenal of weapons. Before Abu could escape, Pete grabbed the monkey and threw him into a jar. Meanwhile, the Sheriff got the upper-hand in the duel with Aladdin, cutting his quarterstaff in two with his sword. Before the Sheriff could kill Aladdin, however, the Flying Carpet came to his defense, knocking the Sheriff off his feet. Prince John personally entered the fray, wounding Aladdin in the arm with his sword. Taking advantage of Aladdin's weakness, the soldiers bound him while Pete tied the Flying Carpet around a post to keep it from interfering again. Aladdin, Abu, and the Carpet were all taken back to England.

Catching wind of John's strike against Aladdin, Jafar decided to complete the destruction of the resistance's leadership by eliminating Hercules. Rather than relying entirely on brute force, Jafar captured Megara to use as an ace before transforming into a gigantic cobra to battle Hercules. Snapping at Herc with his massive jaws, Jafar managed to knock the demigod's sword from his hands, but Hercules retaliated by simply punching Jafar in the face. As Hercules ran for his sword, Jafar tried to devour him whole, but Herc caught Jafar's jaws with his bare hands and forced him back. Managing to retrieve his sword, Hercules then mounted Pegasus and delivered several devastating blows to Jafar. Realizing that he was losing the fight, Jafar decided to fall back on his secondary line of attack. Returning to human form, Jafar brought Megara to his side and threatened to kill her unless Hercules agreed to sacrifice his strength. With Meg's life at stake, Hercules reluctantly gave in to Jafar's terms. Using his magic, Jafar drained Herc's godly strength out of his body before departing. Although Hercules remained free, Jafar had succeeded in removing the threat he posed to the villain alliance.

Accompanied by a pack of wolves loaned to them by Queen Grimhilde, Clayton's hunting party traveled into the Native Lands to try their luck at disposing of the animal heroes. The wolves immediately chased after Faline, but Bambi came to her defense, managing to fight off several of the wolves. As Madame Medusa sent Brutus and Nero after Tod and Lucky Jack, Tod got between Medusa and Brutus, baiting Medusa into accidentally shooting her pet. Jack followed up by punching Medusa in the face. Jasper came to Medusa's aid, attacking Jack with an iron bar, but the horse Buck stepped in and began fighting the thug. As Horace intervened, Buck kicked both he and Jasper into a tree. The wolves attacked Kenai, piling onto him and brutally mauling him, but the bear managed to throw them off, frightening them away. The tide turned as Clayton's poachers tried to tie up the Patch of Heaven cows and Buck, though Buck managed to break free of his bonds. Seeing they were outnumbered, Kenai hid Koda in a small crevice to protect him before rejoining the fight. No sooner had he done so, however, than Medusa and Snoops managed to trap him and hang him from a tree. Tod and Vixey huddled into a corner as the poachers threw a net over them. Bambi tried to escape, but as he leapt across a gorge, Clayton shot him in midair, grievously wounding him. As Bambi struggled to get back up, Clayton and his crew closed in on the animals.

Unknown to either the animals or Clayton's group, Hades and the Sprite were nearby, with Hades forcing the Sprite to use her powers to awaken the Firebird at last. As some of the other animals began to sense something was wrong, Koda slipped in unnoticed and freed Kenai from the snare. While the other hunters kept the animal heroes cornered, Clayton moved in to deal the death blow to Bambi, but before he could do so, the Firebird appeared over the ridge. The poachers were forced to flee as the Firebird unleashed its inferno over the land, consuming everything in its path. Though the other animals managed to free themselves from the hunters' traps and flee to safety, it appeared that Bambi would be lost to the flames. Just then, the Great Prince of the Forest arrived, urging his son to get up and fight for his life. With the Prince's aid, Bambi rose to his feet and fled just as the fire reached the spot he had been laying only seconds before. The two deer managed to narrowly escape by diving off a waterfall into the lake below. As the Sprite watched in horror, Hades took the Firebird, its appetite for destruction quenched for the time being, back to Forbidden Mountain.

As Hades and the Firebird returned, Maleficent and Chernabog were pleased, being that much closer to Chernabog's return to the mortal world. Back at Geppetto's home, Pinnochio and Jiminy Cricket were pondering their next move when a dove dropped a letter at their feet. Reading the letter, Jiminy discovered that Geppetto had been swallowed by Monstro while out looking for Pinnochio. The two set out for the sea, desperate to save the old toymaker.

Jasmine, the Chinese soldiers, and Pooh's group returned to the resistance, but they were met with grim news. They discovered what had happened to Hercules and Aladdin, with the latter's fate being especially hard on Jasmine. In Paris, Lilo and Stitch stumbled across the Coachman's circus, where they discovered the children being held captive and awaiting their terrible fate. Lilo and Stitch were forced to flee when Sarousch entered the room, though they swore to return to free the prisoners.

After his run-in with Stitch, McLeach decided to join Ratcliffe's faction, hoping to make up for his losses. At the same time, Simba decided the time had come to mobilize against Tarzan now that the lionesses loyal to him had been freed from McLeach. However, Timon and Pumbaa met up with Mowgli, determined to put a stop to the rivalry between the two lords of the jungle.

Back on land after their run-in with Ursula, Arthur, the Genie, and Eric promised to keep in contact with Ariel and Milo's team in case trouble arose again. The Witches of Morva watched with delight as Kuzco and Naveen's group searched in vain for a way to become human and stave off the Witches' plans for them. Suddenly, they were found by Rafiki, who said he could help them, much to the Witches' dismay.

At the Palace of Justice, Frollo decided he had had enough of Maleficent's interference in his plans to bring "justice" to the resistance, vowing that he would see her burn in Hell for her sorcery. However, he was unaware that Diablo was listening to his rants.

Frollo's Judgement
Searching for Tarzan, who had left on his own to seek help in the fight against the villain forces, Terk, Tantor, and the other gorillas stumbled across the devastation left by the Firebird in the Native Lands. Finding several of the animal heroes comforting the Sprite, whose power had been depleted by summoning the Firebird, they learned that many of their friends had been scattered in the chaos. Wishing them well, Terk and Tantor headed back into the jungle to find Tarzan.

Having escaped the Firebird's wrath, Meeko and Flit found Pocahontas and John Smith imprisoned in McLeach's hideout, having been left there by Hades. Before they could be liberated, however, McLeach and his hunting party returned and captured the two animals as well. In the Underworld, Hades was visited by The Fates and Zurg, who informed him of Maleficent's latest plan. Maleficent hoped to free the ancient and powerful Titans from their divine prison to use against the hero forces, but the Titans could only be freed when the planets aligned with Earth in an infrequent cosmic event. Zurg was to use his technology to force the planets to align early while Hades used his power to shatter the wards imprisoning the Titans.

Having heard of McLeach and Ratcliffe's incursions into the jungle, Tarzan traveled to the temple ruins inhabited by King Louie, an eccentric orangutan who had had dealings with humans in the past, to find out what he knew. However, no sooner had Tarzan arrived than he was confronted by Rourke, who had been ordered by Ratcliffe to kill the ape-man. As Louie's monkeys attacked Rourke's mercenaries, Tarzan confronted Rourke. Tarzan got the upper-hand at first, disarming Rourke and beating him with his own gun, but Rourke recovered and started beating Tarzan in turn. Jane tried to run in and help but Helga kicked her to the ground. Before Helga could finish her off, the monkeys ran in with a battering ram and knocked Helga away. Terk and Tantor arrived to assist, having been alerted by the commotion. Seeing that the tables may turn, Rourke decided to retreat, covering his escape by setting off explosives his men had laid around the temple. As the temple collapsed, Tarzan and his friends escaped as Louie tried to hold up the temple roof. Though Louie and his monkeys managed to escape harm, Louie failed to save his temple.

Having learned that Mowgli, Timon, and Pumbaa were close to discovering their plot to play Simba and Tarzan against one another, Scar and Shere Khan decided to eliminate them, but could not agree on how to do so. Frustrated with their bickering, Zira tasked Kaa with disposing of the threat posed by the trio, and Kaa decided to employ the Inca warrior who had been given Sabor's likeness, having taken control of the leopard after the failed attack on Hercules. Tracking down Timon and Pumbaa while they were separated from Mowgli, Kaa set Sabor on them. As Sabor gave chase to Timon, Pumbaa rammed the leopard. However, Sabor recovered and soon cornered the pair against a cliff. Noticing a fissure in the ground, Timon dove in and rushed under Sabor. As Sabor slashed at Timon, the meerkat evaded the attack and dug away at the ground, causing it to collapse under Sabor, who plummeted into a hidden cavern. As Timon and Pumbaa departed, Kaa could only watch in annoyance.

With the new circus show approaching, the Coachman tasked Foulfellow and Gideon with driving children towards Paris to be transformed into donkeys during the festivities. For this purpose, the two con artists unleashed the Coachman's new circus bear, Lumpjaw, into the woods. Meanwhile, the Russian boy Peter and his animal companions discovered the strange Cheshire Cat, who warned them of approaching danger. Lumpjaw arrived on the scene, making to attack Peter and his friends, only for the woodpecker Sasha to punch the bear in the face. Lumpjaw's clumsy blows were no match for Sasha's speed, but Lumpjaw turned his attention to Peter when Sasha evaded him. Lumpjaw made to crush Peter with a boulder, but Sasha swooped in and attacked once more, causing Lumpjaw to drop the boulder on his own head. As the Cheshire Cat laughed at the situation playing out before him, Lumpjaw turned his attention to the mischievous spirit. The Cat disappeared, but Lumpjaw could still see his footprints on the ground. Lunging for the Cat, Lumpjaw caught nothing but air, the victim of another trick. Reappearing back in a tree, the Cat continued to distract Lumpjaw while Peter and his friends ran for cover, not knowing they were heading in towards the circus as Foulfellow and Gideon had intended.

While Foulfellow and Gideon were trying to lure new prisoners towards the circus, the Coachman tasked Sarousch with re-capturing Pinocchio, determined to finish transforming him into a donkey. Sarousch used his magic to bring a Jack in the Box to life and enlarge it to human size, sending it after Pinocchio. At the same time, the young Nottingham rabbit Skippy and his friends had wandered away from the resistance headquarters to play. By chance, they ran into Pinocchio on the coastline at the same time that the Jack in the Box did. While Skippy was practicing with his bow and arrow, an arrow went off target and hit the Jack in the Box in the face while it was threatening Pinocchio. Angered, the living toy turned on Skippy, who confronted it to keep it away from his friends. The Jack in the Box drew a sword while Skippy brought out his toy wooden sword, with the Jack in the Box overpowering the young rabbit. However, as the Jack in the Box moved in for the kill, Skippy saw it drop its defenses and hit it in the nose, stunning it. Pinocchio and Jiminy took the chance to run but the Jack in the Box turned back to them and gave chase. As Pinocchio reached the edge of a cliff and tied his donkey tail around a rock, the Jack in the Box caught up and lunged at Jiminy, only for Jiminy to dodge and the toy to smash into a rock. While their enemy was dazed, Pinocchio and Jiminy jumped off the cliff into the water below.

Paying a visit to McLeach and his band of hunters, Maleficent told him of Frollo's planned treachery. To keep an eye on the mad judge, Maleficent ordered McLeach to send some of his men to keep Frollo concentrating on the heroes instead of her. After the skirmish with the Jack in the Box, Pinocchio and Jiminy explored the seabed searching for Monstro. Unknown to them, they were being watched by Flotsam and Jetsam. In Prince John's dungeons, Aladdin met the other prisoners John and Frollo had rounded up and discussed plans to escape.

In the Palace of Justice, Frollo continued his rants against Maleficent, to the annoyance of Captain Hook and the Queen of Hearts, who were growing restless and felt Frollo needed to act. At that moment, Gaston and Amos Slade arrived at McLeach's behest, telling Frollo that the Beast's group had been spotted in the area, and Quasimodo was with them. Frollo decided to ambush the group, much to Hook and the Queen's delight. As the villain forces surrounded the Beast's party, Frollo congratulated Quasimodo for leading his friends into Frollo's clutches. The Beast threw a rock at Hook's pirates, scattering them, but was then attacked by the Queen, who used a flamingo to beat the Beast back. Lefou cornered Mushu and threatened him with a torch, but Mulan intervened and swept Lefou's legs out from under him. Mushu then burned Lefou with his fire breath, sending him sprawling. Gaston then came after Quasimodo but the Beast rushed in to help and struggled with the hunter. Quasimodo assisted the Beast in subduing Gaston. Mulan then confronted Amos Slade, blocking him from entering the battle. As the Seven Dwarfs came to assist, Slade turned his gun on them, but Sneezy let out a large sneeze that caused Slade's rifle to misfire, blasting off his hat. Hook moved in next, engaging Mulan in a sword fight, but she got the upper hand and knocked him into a wall. As Frollo entered the fray, he had his soldiers and allies concentrate on the monstrous Beast, badly wounding him. Retrieving a dagger, Frollo made to stab the Beast to death, but Quasimodo finally gained the courage to stand up to his adoptive father, overpowering and disarming him. As he and the others moved in to protect the Beast, Quasimodo called Frollo out on his hypocrisy and cruelty. Even so, it seemed to be a lost cause, as Frollo's soldiers moved in to either capture or kill the heroes, when a bolt of magic suddenly teleported the group away. Seeing Maleficent's image in the smoke, Frollo believed the sorceress had interfered with his crusade yet again and finally decided to take arms against her.

Assassination
Maleficent, still furious over the Horned King and the Evil Queen's rivalry decided to pair the two up on their next mission.

Madam Medusa called Sykes telling him that both of their alliances will be forced to team up.

Rafiki lead Kuzco and Naveen's group (or Team Human again as they were now called) to Yzma's hideout. But before they entered, Rafiki asked one little request. If they found a lamp in her lair, then they must rub it.

Slim said he knew of a shady dealer who could sign a permit allowing the hunters to legally hunt any animal. But on his way, he happened across a small town where Maggie, Grace, and Mrs. Calloway (separated from their friends after the Firebird's destruction) were at. But also there were the town's local sheriffs. Panchito and Jose pulled a rope triggering a mechanism that scared away Rico's horse, knocking him on the ground. Slim then charged in on his bison, knocking Jose down. Slim's bison charged towards Pecos Bill but Bill's horse knocked the bison away. Pecos Bill then shot Rico, knocking him down. Pecos Bill then beat the Willie Brothers down as they ran at him. Panchito then swung a red cape at one of the Willie Brothers as he rushed in with a shovel, dazing him. Slim then came at Panchito and Jose with a hot poker but they raised a vase to block him and when he did eventually break it, they took out guns and shot at Slim, knocking him down. As the cows and Pecos Bill closed in, McLeach arrived in his half track, allowing Slim to escape as the heroes looked on.

The Evil Queen and the Horned King began awakening the Cauldron Born to go to war against Hercules's forces. Once the epic battle began, on the other side of the war, the League of Gentlemice and the Disney Dogs had their hands full keeping the other villains at bay. The Cauldron Born emerged out of a river and swarmed Ichabod Crane, killing him as the other heroes looked on in horror. The Horned King's barbarians attacked Phoebus with one throwing at ax him which he ducked. Shan Yu then confronted Taran who engaged him with his sword. Lucifer chased after Bernard and Bianca but Jake jumped onto a clothesline and launched a bra at Lucifer, knocking him into a wall. Edgar then went after Bernard with a pitch fork, poking at him. As Cruella drove on to the battlefield in her car, Thomas O'Malley and Dodger jumped onto the front of her car and made faces at her. This distracted Cruella long enough for her to crash her car in a snow drift. The alley Cats then swarmed Edgar, attacking him all at once. Lady, the Dalmatians and Dumbo then confronted Roscoe and Desoto. Desoto kicked Dumbo, knocking him down. Timothy Q then became angry and confronted the dogs as Roscoe moved in on him. But Figaro slashed Roscoe on the nose, sending him recoiling in pain. The two then charged in but Pluto intercepted them and began to fight them. As the fighting continued, the Cauldron Born arrived on the scene. Terrified, all of the animals retreated as Ratigan looked on. Cruella then managed to get her car out of the snow drift and drove back into the action.

With the "threat" of Tarzan looming near, Simba takes it upon himself to rid the land of any humans. He and Nala find Ratcliffe's encampment and try to drive them off. With the lions approaching closely on the colonists, Percy alerts the others about the arrival of Simba and Nala. Ratcliffe orders his army to kill the tow lions. Simba jumps straight to Thomas, causing the young fellow to miss his shot and instead fires below Ratcliffe's legs, much to to Ratcliffe's frustration to Thomas. Ben then attempts to hit Simba with his gun, only to be haulted by Nala. Ratcliffe then blasts a canon ball straight into Nala, stoping her, while at the same time, fires several dynamites and explonsions, so that will distract Simba. Ratcliffe then slashes the distracted Simba with his sword, injuring the lion. Ratcliffe and his army then move straight into them to finish Simba and Nala. However, Simba and Nala retreat.

Kuzco's group made it to Yzma's lair to find a way to change back to human. But she was one step ahead of them and took the potion out of their hands. To make matter worse, the Witches of Morva turned back on their deal and tried to destroy the heroes anyway. The Witches turned Kuzco into a frog as Yzma summoned the Inca royal guard. As the Witches fired a magical blast at Pacha, he ran out of the way and it hit the guards turning them into animals. As Yzma's animal guards attacked the heroes, the Witches charged after Pacha who knocked over some potions to stun them. The heroes then saw the lamp Rafiki had mentioned and lunged fir it as Yzma did. Naveen grabbed it with his tongue and rubbed it, releasing Merlin. Merlin turned one of the Witches of Morva into a squirrel and before they or Yzma could do anything else, he teleported away with the heroes.

The Evil Queen and the Horned King continued their assault of the heroes. Taran continued to clash blades with Shan Yu but found Shan Yu overpowering him. As Shan Yu prepared the killing blow, Taran blocked with his sword that unleashed a magical blast, knocking Shan Yu back. The Horned King then personally entered the battle and moved to attack Jasmine but she grabbed a glass of wine and splashed it in his face, stunning him. Doctor Facilier then arrived with a Gwythaint and sent it after Rabbit as he ran and hid behind a tree. Robin Hood and his friends shot arrows at the creature as it came around for another pass, killing it. Madam Medusa shot at Mr Toad but missed as he ducked. Yao, Ling and Chien Po fired rockets just as Madam Medusa was about to fire again, blowing her gun up in her face. Mickey, Donald and Goofy then engaged the Horned King's barbarian soldiers but a member of the League of Gentlemice intervened, sending boulders on the barbarians. Morgana and Lady Tremaine cornered Esmeralda but before they could kill her, Phoebus cut a rope, which released a plank that smacked into Morgana, sending her into the water. Esmeralda's goat then attacked Lady Tremaine's daughters Drizella and Anastasia and knocked them down. Lady Tremaine then fired a magical blast that burned Phil and then fired another one that scattered Yao, Ling and Chien Po. She then fired yet another blast that sent Lady Kluck and Goofy flying. As the heroes started to retreat, Ratigan slashed Phoebus in the back, knocking him out. As things were looking hopeless, Hercules arrived but one of the barbarian soldiers punched him, knocking him into a pillar. The heroes then slumped down in defeat.

The time had come for Scar and his allies to carry out their plan. Their ultimate goal: murder Kerchak and frame Simba for the crime. Shere Khan charged at Kerchak but he grabbed Khan and threw him back. Scar then lunged at Kerchak while he was off guard, knocking him down. Kerchak got back up and attacked Scar, pinning him to the ground. He then charged at the others but Zira slashed him as he charged, knocking him to the ground. Scar then ordered the Hyenas to kill him and they pounced on Kerchak. However, Timon, Pumbaa and Mowgli heard and witnessed their evil plan as Timon and Pumbaa rushed in to help Kerchak and attacked the Hyenas. They then tried to attack one of Zira's lionesses but she scared them with a roar and Shere Khan swiped them with his claws, knocking them into Kaa's coils. As Mowgli tried to escape, he was cut off by the Hyenas and Kaa used his hypnosis on Mowgli as Shere Khan and Scar looked on in victory.

After the mission, Shere Khan found Simba warning him that Tarzan would be coming after him very soon. The Lion King prepared to go to war.

Prince John sentenced Aladdin to be executed in the courtyard.

The Coachman and his circus posse set up the tent for their next big show which he promised would be the last the children would ever witness.

Denahi saw an eagle flying over him and believed him to be the spirit of his deceased brother, Sitka. Denahi grabbed his spear and followed the eagle wherever he flew.

The Beast and his friends were transported near the Evil Queen's castle by Maleficent. But in reality, it was actually Mama Odie in disguise who rescued them from Frollo explaining that she took this form to trick the judge into fighting against Maleficent. Now that they were close to the Queen's castle, Beast and his allies prepared for their big showdown.

Under the sea, Ursula commanded the whale Monstro to swallow Pinocchio.

Merlin teleported himself and "Team Human Again" to Maleficent's dungeon where Prince Phillip, Flora, Fauna, and Merryweather were locked up. Merlin's new plan was to rescue the princesses and break out of the evil witch's castle for good.

Slim and his posse met up with Mr. Winky who signed them a forged permit thereby allowing them to legally hunt down all the animals in the forest.

Zurg was almost building the weapon which would align the planets and free the Titans. But there was just one more part he needed to finish the ray. And to John Silver's dismay, it was on Jim Hawkins's ship.

Lilo and Stitch asked for the League of Gentlemice's help again telling them about the Coachman and Sarousch's shady circus operation. The League along with the Disney Dogs and Cats ran off to shut down this circus for good.

With the hunters's lair abandoned, Pocahontas and John Silver were freed by Pecos Bill and teh othe rtown residents.

Tarzan mourned Kerchak's death. Now he sought revenge on the lion he believed to be responsible...Simba.

With Frollo mad with power, Maleficent becoming more furious, and Chernabog almost at full power, the final endgame was coming near.

Part Twelve
Pain and Panic found Hercules and his group having been forced to retreat after their battle against the Evil Queen's forces. After further tormenting Herc, they were quickly dispatched by his friends, while Hercules himself vowed to make things right somehow.

The animals of the forest found each other again and gathered under Grandmother Willow. As if their current situation wasn't grim enough, they saw that Bambi had been turned back into a fawn in the aftermath of the Firebird attack.

Mama Odie arrived at the Beast's castle telling the inhabitants that their friends would need them now more than ever. Lumiere, Cogsworth and the Gargoyles set out to find Beast and the others.

Milo Thatch and his group witnessed a spaceship crash. The ship belonged to Buzz Lightyear and his crew who claimed to have been shot out of the sky by Rourke.

While on their way to the circus, Lilo and her friends came across a group of crows who taught Dumbo how to fly, much to the astonishment of the League of Gentlemice and the Disney cats and dogs.

Dr. Facilier spied Belle trying to escape from the Evil Queen's castle. While he went after her, he sent the Queen's loyal huntsman, Humbert to kill the Beast before she ever became reunited with her love. Humbert found the Beast's group and stalked them with his dagger drawn. Belle meanwhile ran on her horse with Facilier and his shadow demons in pursuit. Humbert ambushed the Beast and knocked him down. As Humbert prepared for the finishing blow and Beast's friends rushed in to help, he couldn't bring himself to do it and dropped the dagger. As Humbert begged for the Beast's forgiveness, he warned the group to run and hide. As they left, Facilier arrived just in time to see that Humbert had betrayed him. He punished Humbert by blowing magic powder that killed him. As Facilier departed, a group of vulture flew in for their meal.

Kenai and Koda reunited with Maggie, Grace and Mrs. Calloway with Pocahontas and John Smith roped into the reunion. But the moment was shattered when Denahi arrived still obsessed with killing the bear. And not even his friends could talk him out of it this time. Denahi knocked Pocahontas out of the way as she tried to reason with him. As Denahi charged at Kenai, John Smith tackled him and tried to reason with him. But Denahi just rushed at John Smith and the two struggled with each other. Pocahontas tried to break the two up but as Denahi had John Smith pinned and was going to finish him off, John Smith knocked Denahi off. Kenai and Koda ran in the confusion with Pocahontas. But Denahi chased after them and found them on the other side of a cliff. He jumped and dug his dagger into a log on the side of the cliff. But the log fell with Denahi into the river below despite Kenai's attempts to stop it. But Denahi survived and clung to the log as it drifted downriver.

Team Lightyear comes across Rourke's encampment and stage a full frontal assault on his entire base. Buzz Lightyears shoots a part of the zeppelin of Rourke and then heads off to arrest the commander. However, Rourke has his mercenaries attacking the team. A struggle between Buzz Lightyear's friends and the mercenaries of Rourke starts, with Buzz Lightyear's team winning, after blasting many of Rourke's reinforcements. Buzz Lightyear and Mira Nova then attack, Rourke's lieutenant, Helga. With Helga dealing with Mira Nova, Buzz Lightyear continues to fight the mercenaries of Rouke. When Rourke fires several shots from his heavy weapon, Buzz Lightyear fires at the weapon, destroying it, leaving Rourke disarmed. Helga then throws a bomb right to Buzz Lightyear, crushing him down. However, the zepellin of Rourke started to fell off and Helga claims that the zeppelin will may fly again, if they will throw an extra weight. This gives the opportunity for Rourke to turn down the partnership with Helga, by throwing her out of the zepellin. Buzz Lightyear then reaches Rourke at his falling ship. Rourke uses an axe to kill the ranger. Then, The crushed down, Helga, uses her last breath, to spout her final words and then fires at the zeppelin of Rourke, crushing it down. Buzz Lightyear then knocks off the commander. Outmatched and defeated, Rourke surrenders himself to the Star Command Rangers.

To finish his planet-aligning device, Zurg and his allies including John Silver raided the airship of Jim Hawkins, Peter Pan and Alice to find that one missing part they needed. One of Silver's crew members blasted the ship as Zurg and his allies invaded it. Gantu fired a shot at Peter Pan but he ducked it. Gantu continued to fire shots at Pan but he kept on dodging. Silver's crew shot at Pan as well but he cut a heavy weight from the ceiling, breaking the floor under Silver's crew and sending them plummeting. Jim Hawkins traded blaster fire with Warp Darkmatter. As the two remained in a firefight, Tinker Bell charged into Warp's jetpack, knocking him to the ground. Alice then ate two Wonderland mushrooms which caused her to grow to an enormous size. As Gantus tried to blast her, Alice smacked him to the ground. As Jim Hawkins stood over Warp Darkmatter, he unmasked himself and launched his mechanical fist at Jim, knocking him down. Zurg then attached a laser extension to his arm and fired it at Alice, shrinking her down to her normal height. As Jim ran for an exit, he found Silver blocking him. As Silver walked in Jim into a corner, Peter Pan threw a knife at Silver's leg, damaging it and stunning him long enough for Jim to run. Scroop then arrived and as Peter Pan confronted him, Scroop knocked Peter upside the head. Tinker Bell then charged at Scroop, but he just swatted her away. Scroop then knocked Alice down as Zurg, Gantu and Warp cornered Jim and prepared to execute him. But before they could kill Jim, Silver recovered and punched Warp in the face, knocking him back. But in the confusion, Zurg found the part he needed: the Unimind. He then corrupted it and used it to teleport him and his allies away. As Silver remained behind, he saw that Jim and his allies were still angry at him for helping Zurg.

Pain and Panic reported what they had learned about Hercules's group. Having had enough of these heroes interfering, Maleficent and Jafar sent Willie the Giant to squash them all like bugs. Willie started terrorizing the heroes and Hercules moved to face him. Even as Meg tried to stop him, pointing out that he would be killed without his strength, Hercules still went to face Willie. Willie smacked Hercules, sending him flying into a building. He then took out his club and bounced Hercules into the air with it. He then knocked Hercules against a wall leaving Hercules battered and bruised. Phil then went to Hercules and motivated him to fight Willie saying that Willie was a pushover and that he was willing to go the distance. Willie picked Hercules up in his hand but Hercules grabbed a flaming piece of wood and shoved it into Willie's eye, stunning him and making him drop Hercules. As Willie tried to attack Hercules again, Hercules grabbed some rope and tied Willie's legs together. Willie then tripped and was sent tumbling off a cliff. But a pillar had been weakened in the fight and fell towards Hercules but Meg ran in and pushed Hercules out of the way. But she ended up crushed by the pillar. Hercules rushed in to lift the pillar and his godlike strength returned as he did it.

Beast and Belle were finally reunited. But Facilier caught up and spoiled everything. Targeting the Beast while his shadows kept Mulan and the others at bay, he used a voodoo doll to strike Beast in his heart and severely injured him. Mushu used his fire to defeat Facilier's shadows as the others looked on in horror as Beast fell to the ground. Mulan then engaged Facilier. As he tried to keep her at bay with his cane, she kicked him, making him drop his talisman. One of the Seven Dwarves then picked it up. Facilier rushed to grab it but the Dwarf tossed it to Quasimodo before he could get to it. Facilier begged with him but Quasimodo smashed the talisman on the ground. As the heroes looked on in horror, the Friends on the Other Side arrived and dragged the screaming and begging Facilier into their realm. Belle went to comfort the Beast but the injuries inflicted by Facilier were too great. He then died in Belle's arms. The other heroes then broke down crying over the loss of their friend.

Things did not look good for the heroes. With Meg dying, Aladdin still imprisoned, Jim unwilling to forgive Silver, Frollo's growing insanity, Dumbo's mom still locked away, Bambi now a fawn, Merlin trying desperately to rally the heroes and Simba and Tarzan about to go to war because of Scar's machinations, it could only take a miracle to save them now.

Frollo attempted to arrest Hook for his treason for him and his other allies working with Maleficent behind his back. But before a nasty fight could go down, Maleficent appeared and the two of them escaped.

The Coachman showed off his gold to Foulfellow and Stromboli telling them that this would be their reward if tonight went well. But Stromboli had other intentions in mind.

Prince John and his men prepared Aladdin's execution as the Queen of Hearts came to attend. But there were other guests who weren't invited, namely Robin Hood and Little John.

As Belle mourned the loss of Beast, Mama Odie returned and seemed to know a way to undo all that Facilier had done.

Simba and Tarzan finally went head to head. And the only ones who knew the truth about this set up; Mowgli, Timon and Pumbaa were currently in the coils of Kaa. As Kaa prepared to finish the three off, Simba arrived at Tarzan's home with his lioness pride. While the hyenas watched from a distance, Simba and his pride charged, Tarzan ran at Simba and knocked him on his back. As both sides watched, Simba and Tarzan charged at each other. Meanwhile, Kaa was about to eat Mowgli, Timon and Pumbaa when Rafiki arrived and whacked Kaa with his stick, knocking him out of the tree they were in and sending him banging against several branches on the way. The four then moved to stop the fight. Back at the fight, Tarzan leaped onto Simba's back but Simba knocked him off with a swing of his paw. Mowgli, Timon and Pumbaa arrived and saw the two fighting. Simba and Tarzan circled each other with paw and spear ready. Just as the two were ready to finish the fight, Mowgli, Timon and Pumbaa jumped in the middle. They then informed Simba and Tarzan of how they had been deceived by Scar and Shere Khan. Rafiki then arrived and vouched for the three. As everyone realized they had been tricked, Simba and Tarzan made amends while meanwhile, the hyenas nervously departed.

Aladdin's life was on the line. Only seconds away from death, he was saved in the nick of time by Hercules who now had his strength back. Herc's other allies rushed in to save their friends as the phony king of England tired to end the rebellion. Prince John's archers fired shots at the Mad Hatter and the March Hare as they ran. One managed to hit the Mad Hatter in the buttocks but the March Hare knocked the archer out with a knock on the head with a mallet. Kay tried to engage the Sheriff of Nottingham with a sword but was swiftly overpowered. As the Sheriff ran into battle, Phoebus knocked him down with a punch. The weasels chased after Moley and threw daggers at him but he rolled backwards, bowling them over. The weasels then threw daggers at Mr Toad but he jumped away. Pluto the went after Prince John as he ran and hid behind a barrel. The Beagle Boys then surprised Piglet and frightened him, sending him running away. Yao, Ling and Chien Po then fought with the Beagle Boys. They were overpowered by the Boys but Jasmine sneaked up on them and punched them into a river. More Weasels arrived but Clopin threw down some dust and the Weasels found themselves falling into the river. Abu freed Aladdin while Lady Kluck dodged Prince John's men. Aladdin then threw a curtain over the Queen of Hearts. As the Queen got up, Maid Marian threw a pie in her face. Before the Queen could do anything else, Willie the Giant arrived having survived his fall but was now on the heroes's side. Pete faced off with the King with swords. As they clashed blades, Sir Ector joined the fight as well. Pete got some blows in until Sir Ector stabbed at his peg leg. The Sheriff of Nottingham then set fire to the room he and Hercules were in but Hercules knocked him down long enough for him and Aladdin to get out of the castle. As the castle burst into flames, the heroes departed. As the castle continued to burn, Sir Hiss lectured Prince John on his ineffective plans. But upon seeing the castle, Prince John went mad seeing the fire and chased Hiss all over the place while Hiss screamed for help.

Merlin planned to lead all of Maleficent's prisoners including Maurice and the captured princesses to safety. But their escape did not go unnoticed as Maleficent's goons went full force in trying to stop them. Yzma sent her animal guards after the heroes as they ran. She then opened her crocodile pit as one bit Kuzco. Merlin the kicked the crocodile off of him. Maleficent's goons then came rushing in but Merlin blasted them with bolts of lightning, scattering them. Madam Mim then went after Tiana and Naveen, turning into a cat to deal with them. Just as she pounced at them, Cinderella broke a leg on the table, sending Mim plummeting to the ground. Phillip fought off Maleficent's goons but Louis joined in and scared the goons by roaring at them. Yzma's guards went after Kuzco and Pacha but plummeted into a ravine in the process. The Witches of Morva then arrived and moved to blast the heroes. But the good fairies countered the blast and turned it into harmless bubbles. The Witches continued to fire blasts of but the fairies countered again and turned the blasts into flowers. As Odin stepped in to attack Cinderella, Maurice activated his invention and sent it crashing into Odin, knocking him down. As the heroes fled, Diablo went to get Maleficent but Merlin turned him to stone. Merlin then fired a spell at the Witches that sent them flying out of the battle. Maleficent then arrived on the scene to see the heroes escaping. But before they could escape, the Headless Horseman intercepted them. The Horseman engaged Phillip and knocked him from his horse by throwing his pumpkin head at him. One of the fairies fired a blast of magic at him,but the Horseman deflected it with sword and it turned the fairy into her maid guise. The Horseman pursued Phillip and he fled to higher ground but found the Horseman cutting him off. The two engaged in another sword duel which ended when the Horseman knocked Phillip's shield away. The Horseman then prepared to kill Phillip. Seeing that Phillip was about to die, the fairies came and enchanted his sword. As the Horseman was about to land the death blow, Phillip threw his sword at him, obliterating the Horseman. As Maleficent looked on in fury, the heroes escaped.

Meanwhile the League of Gentlemice, the Disney Dogs and Cats, Peter, Lilo and Stitch intercerpt at the Coachman's circus, where the sinister and his perfomers invite many people to enjoy a last show at the circus. The show quickly is interrupted, when Timolty Mouse scares off the elephants of the circus. Dumbo then jumps in the scene and demonstrates a flying show, all of which was wintessed by his mother, Mrs. Jumbo, who was astonished by her son's return. Then, Stitch, the Dogs, and the Mice came to free their friends. Seeing this action, the Coachman and Sarousch orders his allies to capture them alive. Stromboli spots Peter escaping from the circus and captures him before he does so. An angered Bongo then charges at full speed at the Coachman, while at the same time the elephants, that Timolty scared off, perform a number by standing in a small ball. However, the elephants endurace doesn't last long, as the elephants start to lose their balance. With Dumbo pursuiting some clowns, Brer Rabbit, who manages to free himself, along with the others, takes on Lumpjaw, only to be terrified by the bear's roars. Fagin then confronts the beast, only for him to be knocked off by Lumpjaw's strenght. Mrs. Jumbo then interfers to save Fagin, by tossing a fascicle of straw into him, knocking him away. When Lumpjaw fails, Saroush summons the Pink Elephants and Heffalumps and Woozles to stop the heroes at once. Meanwhile some of the mice grab forks to go after Jack-in-the-Box. However, they knocked away by the box's fists. Dumbo then, absorbs peanuts from a peanut seller and throws it to the soldiers of Frollo. The Coachman then uses his whip to hurt Stitch, knocking him away. Peter then encourages Stitch and the others to fight, only to be silenced by Stromboli. A recovered, Lumpjaw then uses a big stem of tree to attack the Dogs and the Cats, only for the animal heroes to avoid many of his attacks. Distracted by Lumpjaw, the Coachman throws Tramp in a nearby wall. As the Alley Cats come to help Tramp, Dumbo continues his show, by chasing his enemies away. Though the fight, the elephants, lose entirely their balance, causing some of them to fell off. Seeing the elephants fall, the Clowns make an attempt to escape the circus. When Dumbo confronts Honest John, he simply puts him down, using his flying abilities. Meanwhile, Jack-in-the-Box starts to throw several blocks at the heroes, only to be deflected by Peter, who manages to escape from Stromboli. With the elephants wreacking panic, the Clowns didn't notice that they were going to hit a wall, while driving, causing them to pass though a flaming building, and then leaving burning from the circus. The Jack-in-the-Box then leaps on Lilo to impale her, only to be blocked, his attack, by Stitch, who throws him into a flaming stove, much to the anger of Stromboli. Lumpjaw finds himself with Dumbo, who easily knocks the bear out of the way. The charged Bongo is then stopped by Stromboli, who dispatches Bongo away. One Pink Elephant then uses ride cymbals to knock off Basil. Gideon then uses his hammer to throw Bongo away. On the other hand Heffalumps and Woozles frightened one of the Dalmatian Puppies, while another Pink Elephant kicks Figaro, knocking him off. Heffalumps then fires at Tramp with a cork, sending Tramp into a wall. Dumbo then is cornered by another Heffalump. At the last second, Dumbo evades Heffalump's attack. While Stitch makes his way to defeat the Coachman, he doesn't see the upcoming, when the elephants run into him, crashing him. While Stitch easily recovers, the rest of the party sees in horror that the elephants are crashed down and fell of the scene, bringing down at the same time the circus. While the Pink Elephants disappear in a flash, the rest of the heroes and the people, who watch the entire show escape as fast as they could from the circus. When the maniacally Coachman knows that he will meet his end, he takes along Honest John and Gideon to their presumed demise, while Stromboli escapes from the circus, as the circus fell off. Freed from the imprisonment of the Coachman, the children and the animals join the heroes in the upcoming battles that they will follow.

It was time for some payback. Still hurt over the loss of their friend, Mulan, Quasimodo, and the Dwarves rushed into the Evil Queen's castle ready to take down everyone in their way. As Mulan and the Dwarves went to face the Horned King's barbarian warriors, Lady Tremaine confronted Quasimodo. Shan Yu then went after the Dwarves and swung his sword at Grumpy who ducked and avoided it. Quasimodo then tied a piece of rope to a fixture on the castle and swung around it while dodging Lady Tremaine's magical blasts. He then managed to kick the wand out of Lady Tremaine's hand. As Shan Yu rushed after it, Quasimodo kicked him in the face which knocked him down. As Quasimodo landed from the rope and approached the wand, Ratigan sneaked up on him and smacked him, leaving him hanging from the building. He then slashed Mulan, sending her falling. As Tremaine picked the wand back up, the Dwarves charged at her but she conjured a powerful gust of wind which blew them into a corner. Mulan was left hanging from a rope, holding onto Quasimodo. As Ratigan moved in to cut the rope, the Beast burst in, having been revived by Mama Odie. While the Beast distracted Ratigan, Belle helped Mulan and Quaismodo up. As the Beast moved to join up with the other heroes, Ratigan went into a feral rage and chased after him. He eventually caught up to the Beast and tackled him, sending both of them down to a lower level of the castle balconies. As the other heroes watched, Ratigan and Beast engaged in a vicious battle. As the two slashed at each other with claws, Ratigan managed to knock Beast off the balcony sending him tumbling down. As Ratigan celebrated his supposed victory, Beast managed to regain his footing. As Ratigan prepared to strike the Beast down, the Beast let loose a mighty roar. Ratigan then lost his footing and the Beast knocked him off the edge, sending him falling to his death. The heroes celebrated as Shan Yu and Lady Tremaine looked on in fury.

With the circus in shambles, Frollo arrives and immediately arrests Sarousch for his criminal acts. Lumpjaw escape to the forest leaving Sarousch to his fate.

Aladdin is happily reunited with his friends. But the celebration doesn't last long as Hercules explains the critical condition Megera is in right now.

The Cheshire Cat appears before the forest animals revealing that it was he who turned Bambi into a child to "save his life". The animals demand he change him back, but he immediately disappears.

Shang appears as the latest addition to Aladdin and Hercules' army along with Panchito, Jose, and Pecos Bill.

The Evil Queen and Horned King are furious over the demises of both Dr Facilier and Ratigan. When the Magic Mirror foretells more bad things, they immediately prepare for another war.

Strombolli takes the money he stole from the Coachman and hands it over to Winky in exchange for an alliance.

Merlin and his group meet with Mama Odie and Rafiki. Now that they are united, they are ready to do their part in ending this war.

Ariel is longing for the day when she can return to the surface, but she and Genie decide to hide in the ocean a little longer. Unfortunately, their whereabouts are determined by a certain loudmouthed parrot.

Simba and Tarzan finally apologize for accusing each other of terrible deeds they didn't commit. To honor their new alliance, peace is established between lions and gorillas.

Buzz Lightyear interrogates Rourke about the location of Zurgs base, which he is quick to spit out.

The Lost Boys reunite with Peter Pan and his crew. Lilo and Stitch hop aboard as well.

Meanwhile, Maleficent and other villains have gathered together, furious that their carefully laid plans are quickly unraveling. It time to destroy those meddling heroes once and for all.

And finally, using the missing piece stolen from Peter Pan's ship, Zurg aligns the planets allowing Hades to free the Titans.

Part One: The Final Treachery
Merlin appeared before Aladdin and Hercules's faction. After a failed attempt to use his magic to save Meg's life, Herc suggested that he go confront Hades personally to get him to release Meg's soul while Aladdin decided to lead the siege on Queen Grimhilde's castle. Merlin departed to go aid others but promised he would be back.

Meanwhile, Jasmine and a small recon team discovered that Frollo and his army were preparing to advance on the castle as well so that he himself could destroy Maleficent and her minions. Their cover was nearly blown thanks to Mr. Toad, so they made a run for it.

Lilo noticed some dysfunction between Jim Hawkins and John Silver. But the little Hawaiian girl defended Silver by telling him about how saved her Stitch from the clutches of Zurg. Jim and Silver finally reconciled and the rest of the crew accepted him as well.

Jasmine reported Frollo's oncoming attack to Aladdin. Knowing how dangerous this siege could be, Aladdin told Pooh and his friends that they should return home so they would be safe. Pooh and his friends reluctantly agreed and departed.

The Horned King sent Clayton and Madam Medusa out to flush out other heroes who could be a threat to their plans. While he prepared for war though, the Evil Queen had ideas of her own.

Zurg established a video link with Hamsterviel at his prison cell. And with his help, the two most evil minds in the galaxy brainstormed a foolproof ambush for Buzz and his team.

Pluto met with his animal friends in the aftermath of the battle at the circus and tried to tell them about Aladdin's siege on the castle. With their work far from over, the League of Gentlemice accepted the mission as did the Dogs, Cats and even Dumbo and his mother. The animal friends were off on another adventure.

Aladdin saw Hercules off as the two leaders rode off to their respective battles.

With their ship in disrepair after their run-in with Zurg, Lilo and Stitch presented another alternative for Peter and his crew in the form of a spaceship.

Aladdin lead the whole team to Grimhilde's castle which was already being guarded by the Horned King's henchmen and Shan Yu's huns. Beast and his friends, who were still stuck inside the castle watched as the heroes attempted to defeat the Queen's forces. As one of the Horned King's men was about to strike Pecos Bill, he shot the ax, breaking it. Panchito then started shooting everywhere, sending the Horned King's men running in fear. As Horace and Jasper went to confront the heroes, Kay swung at them with a staff, knocking them to the ground. One of Shan Yu's huns prepared to fire his arrow but Robin Hood shot first and knocked the bow out of his hands. Little John and Lady Kluck then knocked several more huns down. Shang then had his men fire missiles, damaging the castle. Morgana then fired a magical blast at Jasmine but she dodged at the last second. Robin Hood then swung in on a rope and kicked Morgana into the water. At this point, the siege was briefly interrupted by the sudden arrival of Frollo who saw the heroes as an obstacle that must also be destroyed. His soldiers dropped boulders in the path of the Horned King's men, cutting them off. As Frollo ordered his men after Morgana, she retreated form the battlefield. As Aladdin flew in on the magic carpet, Frollo's archers shot him out of the sky. As Frollo's men closed in on him, the Beast rushed in to help and swatted one of the soldiers away. The March Hare then smashed another soldiers over the head with a mallet. As Frollo's men continued to attack, Mickey Mouse punched one in the face, knocking him out. Cruella then got into her car and started driving like a mad woman across the battlefield, becoming a danger to everyone. She smashed Frollo's carriage and sent heroes tumbling out of her way. As Frollo continued his attack, the League of Gentlemice and the Disney Dogs and Cats arrived. As the heroes ran in fear from Cruella while Frollo tried to break into the Queen's castle, the Beast threw a large piece of furniture down at Frollo's men, scattering them. A group of birds along with the vultures attacked Frollo's men sending them running. As Frollo and his men continued to try to break into the castle, Quasimodo, Belle, Mulan desperately tried to keep him out. At that moment, the Horned King decided to personally enter the fray and used the Black Caudron to send molten magma raining down on Frollo and his men. While Frollo's men ran for their lives, Cruella continued to drive after the heroes. As Cruella closed in on the heroes, Jose lit a barrel of TNT and Francis launched it at Cruella, blowing her to smithereens with her car. Meanwhile, Frollo managed to avoid the molten magma and broke his way into the castle. The heroes then charged into the castle as the Horned King awaited them.

Team Lightyear arrived on Planet Z thanks to Rourke's instruction. But immediately he saw his chance to escape when Zurg's ambush fell into place. Once Rourke was teleported off the planet, Team Lightyear got ready for the fight of their lives. Zurg's ambush immediately backfired when a large red ship came flying through the base and Peter Pan and his friends came out and attacked. As Gantu fired at Buzz, he launched a cord which pulled Gantu's blaster out of his hands. Gantu then got in his ship and started chasing Lilo and Stitch who were piloting the red ship. As Zurg's Hornets shot at them, they obliterated them with a blast from the ship's weapons. As Warp Darkmatter entered the fray, the Lost Boys shot him back down to the ground. The Atlanteans then went in their ships and started pursuing Gantu who dodged around their shots. Gantu then tried to take the offensive against the Atlanteans but they overwhelmed his ship and left him drifting in space in his ship. Alice then ate the mushroom that made her larger just as Zurg brought in his giant Hyper Hornet. As Lilo and Stitch tried to move in for an attack, the Hornet disabled their ship with a blast. The Hornet then proceeded to shoot down Atlantean ships, knock Alice to the ground and knock Jumba back. As the Hornet attacked Buzz, Alice got back up and kicked the Hornet's head off just as the mushroom wore off. As Alice fell from her previous height, Tinker Bell used pixie dust to slow her fall down. Scroop went chasing after Jim but Tinker Bell threw a ball of pixie dust in his face, stunning him. Peter Pan then engaged Scroop with his dagger while Jim looked on in fear. Tinker Bell then used her pixie dust to disabl the gravity as the three started to float. Scroop and Jim managed to hang onto a mast as Peter Pan flew around. Scroop moved in to attack Peter again. He lunged at him but Peter dodged as Scroop was sent flying into the mast and was sent tumbling into the void of space, screaming the whole way. Tinker Bell then restored the gravity. As Jim recovered, Zurg approached him, picked Jim up and pinned him to the mast. Zurg then prepared to kill Jim with a spark of lightning. Just as Jim was about to die, Silver blasted Zurg with his cannon arm, forcing him to release his grip on Jim. As more Hornets came to assist Zurg, Silver sliced them up with his retractable blade. Zurg then blasted at Silver with arm cannon, knocking him down. Before Zurg could fire another blast, Jim shot it off his arm. The entire team then surrounded Zurg as Buzz and his team prepared to arrest him. But as one last surprise, Zurg activated a command in his armor which caused his base to begin to explode. Zurg then took advantage of the distraction to escape through a trap door. As the planet started to explode, Buzz destroyed Hamsterviel's video link. But Gantu arrived from his disabled ship and started to attack the heroes until Buzz, kicked him out a window. The heroes tehn ran from the exploding planet, grabbing Warp Darkmatter and the unconscious Gantu on the way, and escaped just as the planet exploded.

Cutscene: Grimhilde's Secret Plan
Queen Grimhilde had heard about Aladdin's forces storming her castle. Rather than fight them herself, she concocted a potion to disguise her appearance and then leave the Horned King to deal with the heroes while she escaped.

Part Two: The Rebellion at the Native Lands and the Sacrifice of the Black Cauldron
The Grand Councilwoman arrived on Planet Z and started making arrests, including John Silver. Lilo and Stitch tried to defend him again with Jim Hawkins and the others helping as well. The Councilwoman agreed to give Silver temporary amnesty as Buzz grudgingly shook to a truce.

Pinnochio had a pretty risky plan for how he and Geppetto could escape from Monstro's belly. They would light a fire in Monstro's belly to make him sneeze.

Prince Phillip kissed Aurora, waking her from her deep slumber. With Snow White still under the spell, the other heroes decided to go searching for her Prince.

The hyenas broke the bad news about Simba and Tarzan to Scar and Shere Khan. They did not take it well.

Iago revealed Ariel and Genie's hideout to Jafar and Ursula. Just as Ratcliffe was gathering some allies for his final strike against the Native Land, the wizard and the sea witch decided to accompany them.

Grandmother Willow helped Pocahontas and John Smith escape from Clayton and Madame Medusa who were still searching under the Horned Kings orders. The two villains pursued them wherever they ran.

Though the fight for Planet Z is won, the Grand Councilwoman revealed that Zurg had already put his plan into action on Earth. The children were prepared to fight to save their home Planet with their space friends by their side.

Ratcliffe prepared his fleet of ships to wipe out the Natives. When he spotted a man on horseback, Prince Charming riding along the shore, everybody braced for war. While that was going on, Jafar spotted Ariel and Genie and saw his chance to destroy them. As Iago faced off as the Fairies and Archimedes, Jafar and Pete managed to knock Ariel off her perch. But Genie intervened and fired a machine gun at the crew of the ship, making them jump off. Ariel then found herself stranded on a patch of dry land as Jafar prepared to kill her with a blast of magic. Ariel then gaped in horror as she realized she was going to die. But thankfully Merlin showed up on the scene in time before Ariel's death could occur. In a heated rematch, Merlin shattered Jafar's staff causing him to lose his magical abilities. With the sorcerer expunged, Merlin and Genie fought off Ratcliffe and Hook's armies on their various warships. Though the odds were stacked against them, Prince Eric's own ship arrived to turn the tide of this battle. When Ariel disrupted the course of many of the ships, Prince Charming and Prince Phillip jumped aboard Ratcliffe's flagship and engaged him and Hook in a sword fight. Ursula attempted to change the outcome by destroying the heroes with her trident, but Archimedes interfered causing the magical blast to go flying far away. Back on board the ship, Ratcliffe held the heroes at gunpoint ready to shoot them all, but he was caught off guard when Jim Hawkins flew down and left him hanging. Hook and Pete meanwhile were beaten by John Silver and Peter Pan as Hook was knocked off the ship and chased by the crocodile and Pete was left hanging from the ship. As the heroes attempted to retreat, Clayton suddenly arrived on Ratcliffe's boat and plunged the Governor into the water as payback for humiliating him.

While the battle at sea was happening, Pocahontas arrived on shore and encountered Rourke and the Queen of Hearts. While John Smith humiliated the Queen of Hearts, the enraged villains spotted Team Human Again and immediately targeted them. Kuzcko kept the Queen of Hearts's soldiers at bay while Tiana bounced around the Queen herself. As they fought, Prince Eric, who had just arrived, fired cannons from his ship to obliterate the Queen's army. The Queen surrendered as she passed out. But before Team Human Again could take a breather, Marina Del Ray caught them by surprise. Ray managed to knock Marina off guard but she quickly knocked him into a rock. She then began chasing Tiana and Louie with knives. With help from Rafiki and Mama Odie, she was quickly incapacitated as Rafiki knocked her down with fruit while Mama Odie blasted a rock on top of her eels. Marina made one last charge but got trapped in a log when Tiana and Naveen tricked her. While that was going on, Rourke and John Smith engaged in a rematch. But just as Rourke was about to deliver the finishing blow, the stray blast from Ursula's trident hit its mark, turning the mercenary into a living crystallized statue. Lilo and Stitch arrived on the scene and helped finish the fight as they blew Rourke to pieces with a blast from their ship, much to the other heroes's surprise.

With Ratcliffe's entire fleet in disarray, Ursula and Jafar schemed one last time to kidnap the Genie. Ursula summoned the Palace Guards (now under Ursula's hypnosis since Jafar was now powerless) to attack Merlin's group before they could escape. They battled against the guards with the Princes clashing blades, the Fairies and Merlin using their magic and Peter Pan just smashing into them. As the spaceship came back around to assist, Ursula called forth Monstro to keep them all busy. Archimedes tried to break Ursula's concentration but she just blasted him back. The various ships then proceeded to blast at Monstro as he attacked. Genie was confronted by Ursula once again, and she cast a spell which trapped Genie inside the lamp. Ariel and Jafar went at each other's throats to try and take the lamp. But while they dueled, Monstro lunged at Lilo's ship, damaging it, but he then began smoking and sneezed blowing everyone away and freeing Pinocchio and Geppetto. While Ursula was distracted by all the craziness, her amulet which she used to control Monstro and the guards was shattered. Jafar and Ursula retreated back to the castle as the heroes attempted to arrest them while Lilo landed the damaged ship and Merlin teleported everyone else out of the way of Monstro's rampage.

Merlin's party united growing in size. But after a head count, it was discovered that Genie was missing, much to Merlin's frustration and Ariel's despair.

Back in the wreckage of the ships, Clayton and Madam Medusa explored the area and ventured off back into the forest. Meanwhile, Iago found the lamp that Jafar dropped and prepared to make a quick delivery.

With Aladdin's forces and Frollo's forces having broken into the castle, the Horned King's armies geared up for their final conflict. While Edgar was quickly beaten by the combined forces of Mickey and his friends as they tied him up and locked him in a box, Taran had a run-in with Sykes as the crazed mobster took him for a ride on the roof of his car in an attempt to kill him. Meanwhile, the League of Gentlemice were attacked by Roscoe and Desoto, but Pongo and Perdita stepped in to save them and knocked Roscoe and Desoto into an electrified portion of the castle, killing them. In another part of the castle, Phoebus and Shan Yu clashed once again with Phoebus coming out on top this time, while Sykes nearly disposed of Taran by throwing him off of the car. But due to careless driving, he ran his car right into Shan Yu causing him to veer off course and crash resulting in the deaths of both villains. Meanwhile, Lady Tremaine prepared to finish off Mulan and Quasimodo, but Shang rescued them both deflecting her magic right back at her and Drizella, causing them to turn into toads resulting in a happy reunion between friends. Anastasia and Lucifer left while the getting was good. Aladdin, Mickey and other heroes confronted the Horned King and prepared to finish him off, but he revealed that he had Minnie and Daisy hostage, gaining him the upper hand in battle. In the same room, Frollo bested Robin Hood in combat while the League of Gentlemice, dogs and cats observed the cauldron. To their horror, the magic of the Black Cauldron brought Ratigan back to life allowing him the ability to destroy his most hated rivals with an army of feral rats.Things seemed bleak as the Horned King kept the heroes at bay with the Cauldron's power and the Cauldron Born and Ratigan kept the Gentlemice on their back feet with his rats until Frollo spotted Beast and tried to destroy him by pushing him into the cauldron. But he slipped and fell in himself to his death, reversing the cauldron's magical effects including destroying the Cauldron Born and the revived Ratigan. All the heroes saw their chance to run away while the Black Cauldron pulled the Horned King closer to it. Grimhilde watched with delight as the Horned King was about to be destroyed and she left him to his fate.

Jafar and Ursula returned to the Forbidden Mountains with the Genie now under their control. Meanwhile, Maleficent assigned a special task to Scar and Shere Khan.

Part Three: Wildfires in the Forest
McLeach and his hunter gang is experiencing some problems with their plans until Scar and Shere Khan arrive giving them a special task. Meanwhile, Zira's children, Nuka and Vitani are collecting fire so they can summon the Firebird.

Merlin informs many of the heroes in his alliance to go find Aladdin and Hercules' team and join with them. But some characters have other plans. Peter and Jim go out to find their own teammates, Team Human Again and Pocahontas go with Merlin into the forest, and Ariel swims down the river on an unknown mission.

Pooh and his friends after being forced to leave by Aladdin's group spy some of the heroes from the Circus battle being directed by the Cheshire Cat into the forest. Curious, Pooh and the gang follow them. But another opponent from the Circus fight is hot on their trail.

After being reunited at last Minnie gives Mickey a very special item which she herself held onto ever since the beginning of the war; Yen Sid's hat.

Peter and Jim return to their friends letting them know about Merlin and his plans for them to join with other heroes. At that moment, the children from the Circus find them and want to repay Lilo and Stitch for saving their lives. Buzz on the other hand is reluctant about bringing more children into danger.

Merlin meets with one last old friend of his, the Blue Fairy. Merlin finally admits that he's worried the war may be lost, but the Blue Fairy reassures him that things will turn out fine.

Meanwhile, Scar and Shere Khan discuss the upcoming battle as well as their true intentions for the hunters involved.

While remaining on Mount Olympus, along with his ally, Odin/Erik Hellstorm, Hades celebration is soon interrupted by the arrival of Hercules, now with the powers of a demi-god. Odin attempts to hit the demi-god, with a few blasts, only for Hercules to disarm him, before he has the chance. Odin then calls upon Ymir and Surt to kill the hero, as Hades commands the beasts to finish him quickly. Surt blasts at Hercules with a flaming pillar. Hercules, however, dodges the shot, and instead the flaming shot finds Hades, as the flames engulf him. Ymir then fires thoudands of ice shards at Hercules, only for Hercules to dodge them to and hit again Hades, freezing him up. Odin then sends his crows to deal with his rival. Despite that, Hercules frees his father, Zeus, from the lava column prison, leaving Hades to express further his anger, causing to free himself from his blizzard state. While the fight was still going on, Pegasus was confronted by Odin's wolf. However, the Wolf meets his end, when Pegasus kicks him into a nearby tree. As for the crows of Odin, they fled away, after observing the whole fight. With the release of the rest of the Olympian Gods, Hephaestus gives to Zeus a pack of lighting bolts. Zeus then blasts at Ymir, with a lightning bolt, at his leg, causing the giant to fell down. Hercules then uses a giant boulder to crush both Surt and Ymir, much to Odin's grief. Zeus then blasts another lightning bolt, this time at Odin, banishing him into an unknown location. While Zeus and Hercules celebrate for their victory, Hades swears vengeance, as he leaves from Olympus, promising that soon enough he would have Meg's life in the Underworld. At the same time, the Fates observe the dying body of Meg, as one of the Fates takes the scissor to cut the thread, that holds Meg's life.

McLeach and his gang of hunters found Bambi and his friends and chased them down into the jungle as part of Scar and Shere Khan's instructions, Amos Slade drove his car after Kenai and Koda and shot at them with his rifle while Copper chased Tod and their hunting dogs chased Maggie, Grace and Mrs. Calloway. Meanwhile, Nuka and Vitani set up the ritual that would summon the Firebird as they lit the grasses on fire.

Simba and Tarzan's group saw the flames from far away and headed down to investigate. But Tarzan and his friends were separated when Scar's hyena army ambushed them. Tarzan threw a spear at Banzai, sending him screaming in pain. As the hyenas leaped at him, Tarzan batted them away with a stick. Banzai tackled Tarzan and sent both of them sprawling on the ground. But Tarzan regained his footing and threw Banzai away. As Shenzi chased after Mowgli, he kept her at bay with a stick. Kerk then swung in on a vine and kicked Shenzi away. Tantor then came charging out while Baloo bared his teeth and roared, scaring the hyenas away. Tarzan's group then continued to move towards the flames.

Having split up in the chaos, Bambi was forced into the tall grass where Nuka and Vitani cornered him. At the same time, Maggie, Grace, and Mrs. Calloway were caught in a rematch with Zira. As Mrs. Calloway charged at Zira, Zira swiped her hat off of her head. Mrs. Calloway then became infuriated that her hat had been knocked off and charged into Zira righyt as she lunged, knocking her down. Zira's lionesses then ran in fear. Nuka and Vitani then closed in on Bambi. As the two lunged at him, Bambi jumped out of the way and ran away.

Bongo, Peter and Brer Rabbit witnessed Copper chasing Tod into a hole where Koda also happened to be hiding. Tod and Vixey tried to escape out the other end of the hole but they found Rico waiting for them who forced them back in the hole with gunfire. When Kenai stepped in to confront him, the others charged down to join the fight. As Copper attacked Kenai, Bongo kicked Rico to the ground when he tried to join the fray. But things got hairy when Lumpjaw revealed his ugly mug. Peter shot Lumpjaw in the face with his toy gun but this did nothing but annoy the bear as he let out a roar, sending Peter and his friends running. Brer Rabbit then punched Copper in the side of the head as he fought Kenai. The heroes then ran with Copper, Lumpjaw and Rico in pursuit. But while they ran, Clayton arrived and started to stalk the bears.

Scar and Shere Khan confronted the forest elders and attempted to take the Spring Sprite by force. When the summoning spell succeeded and the Firebird awakened, the Spring Sprite ran off into the jungle while the elders tried to buy her some time.

Bambi was confronted by a terrible nightmare from his past when Gaston, the man who killed his mother appeared. The muscular man instantly recognized the buck and attempted to shoot him down. As Slade moved in to assist Gaston with his hunting dogs, the Prince of the Forest arrived to protect Bambi and kicked Slade away. While the Prince fought off Copper, he yelled at Bambi to run which he did but Gaston pursued Bambi. As Bambi climbed up a cliff, Gaston shot an arrow at rocks above him, sending him falling to a lower ledge. As Gaston closed in on Bambi with a club and prepared to crush him, Bambi kicked him back. But this made Gaston lose his balance and he fell off the cliff to his death.

Clayton followed Kenai and Koda to Pocahontas and John Smith and prepared to attack as he shot at Kenai and grazed his hide. As Clayton climbed after them, Kenai knocked a boulder down from the cliff which knocked Clayton down. But another player had entered this fight. Denahi was more deadset than ever to kill the bear. As Denahi charged at Kenai with a spear, Clayton moved away while John Smith and Pocahontas tried to reason with him. But Denahi just shoved the two out of his way when they tried to interfere. Clayton found his rifle in the vines and managed to retrieve it. As Clayton prepared to shoot Denahi, Kenai attacked him and smashed Clayton's rifle. Denahi then jumped onto Kenai's back and tried to strangle him with his spear. Clayton then pulled out his machete and slashed at John Smith and Pocahontas as John Smith pulled out a knife to defend themselves. As Clayton pushed John Smith onto his back foot, the Spring Sprite arrived and grew vines which wrapped around Clayton, immobilizing him. As Denahi was about to finish Kenai off with a stab,Meeko jumped on Denahi, knocking him down. The heroes all ran off with Denahi in pursuit. Clayton meanwhile, entered a feral rage and started cutting the vines that held him, not realizing that he was tightening the vine around his neck more. Clayton cut every vine accept the one around his neck which sent him falling until the vine hanged him.

McLeach and Slim spotted the Spring Sprite and attempted to shoot her. But the two villains soon had their hands full with the arrival of some of Bambi's allies, Pooh and friends, Team Human Again, and Simba and his pride. Pacha and Kuzco swung in on vines and knocked the Willie Brothers to the ground. As a Willie Brother swung a shovel at Kuzco, he kicked him in the head. Timon and Pumbaa then charged into Wesley. As Joanna went after Roo, Buck stomped on her tail. Louie growled at Rico, distracting him enough for Kuzco to ram him. Rutt and Tuke then leaped form up high and landed on Rico, knocking him out. As Slim was about to shoot at Pooh and friends, Timon threw a bee hive at his hand, knocking the gun out of it. Pumbaa then charged into Slim, knocking him into a cannon. Pooh and friends then tied ropes around him, holding him in place. As Simba and his pride confronted McLeach, he fired a missile from his half track at them, scattering the pride. Nala then charged in and smashed the half track's power generator, shutting it down. Simba and his pride then closed in on McLeach but he took out his rifle and shot Simba back when he charged McLeach. As McLeach prepared another shot, Ray slammed into McLeach's face throwing him off. McLeach then swatted Ray against a wall, injuring him. Having had enough of the firefly, McLeach stomped on him. As Joanna chased after Roo and McLeach prepared to shoot Simba, Tigger dived in and pulled Roo out of the way, causing Joanna to jump on McLeach, throwing off his aim. Tigger then pulled off a massive bounce where he knocked himself into McLeach and Joanna, knocking them off a cliff and into the river below. As McLeach struggled against the rapids, the heroes departed, except for Louie who found Ray.

The Cheshire Cat was up to his old tricks again. As he saw Bambi running in the forest and the Great Prince looking for him, he used his magic to knock Bambi over a ledge and pointed the Great Prince in his direction as he vanished.

All the heroes converged in the center of the jungle to face down Zira, Amos Slade, and the remaining hunting dogs. And with Bambi returned to his adult body again, the odds seemed to have shifted towards the heroes. As Lumpjaw faced off against Brer Rabbit Tod and the cows faced the hunting dogs. As Lumpjaw was about to attack Koda, he kicked the boulder Lumpjaw was standing on, knocking him into the river below as he was carried away by the rapids. Slade took advantage of the distraction and shot Kenai in the back. As he was about to shoot Kenai again, the Spring Sprite and Pocahontas arrived, distracting him. Bambi rammed into one of the hunting dogs, knocking it off a cliff. As Bambi fought the dogs, Tod and Vixey climbed up the cliffs to escape them. Nuka chased after them up the cliffs. He caught up to Tod and grabbed him. At that moment, Slade shot at Tod but missed and hit the log Tod was hanging off of. This sent branches and rocks crashing down, burying Nuka and the hunting dogs while Tod got to safety. As Zira rushed to save her son, she found Nuka crushed under the branches as he died. Slade shot at the Spring Sprite but before he could finish her off, Pocahontas stood in his way. As Slade yelled at Pocahontas to get out of the way, Zira turned and attacked Slade for killing Nuka. She quickly knocked him down with a swipe of her paw. As Slade tried to get away from her, he got his foot caught in a bear trap. As Zira closed in, Copper came to his master's defense and attacked Zira. As he bit her, Zira quickly swiped him away. As Zira continued to pummel Copper and was about to finish him off, Tod came to his defense and snarled at Zira. Seeing the situation was turning against her, Zira departed.

While Merlin tried desperately to keep Scar and Shere Khan's forces at bay, the other heroes arrived to tip the odds again. Tarzan swung in on a vine and tackled Kaa to the ground. The heroes charged as the hyenas attacked. As Simba fought against the hyenas, Rafiki arrived with Mama Odie and whacked a Hyena off Simba with his stick. Bambi charged through the hyenas, knocking them aside. Simba and Tarzan saw Scar trying to sneak away and chased after him while Shere Khan pursued them. Denahi then arrived and prepared to attack Kenai again. But now the odds were against them when the Firebird finally arrived and set the whole jungle ablaze. As the hyenas ran, the Firebird spouted a blast of flame that knocked Kenai and Denahi down off the cliff. The heroes ran from the Firebird as it moved in lava form. It approached Amos Slade as he struggled to free himself from the bear trap. Seeing his difficulties, the Spring Sprite freed Slade from the bear trap and he and Copper ran. As the Firebird continued its path of destruction, blast of magic halted it. This blast was fired by Mickey now in his sorcerer's hat as he stepped forward to face the Firebird. The Firebird spouted flames at Mickey but he simply caught the blast and he splashed a wave of water onto the Firebird, stunning it. Mickey held the Firebird back with blasts of magic and attacked it with waves of water. As the Firebird attempted one more attack, Mickey fired a blast of magic, turning the creature to stone.

Scar continued to run from the heroes until he found himself at the edge of a cliff where Shere Khan joined him. Scar turned and saw that Tarzan and Simba had caught up with them and cornered them. As Shere Khan tried to work his silver tongue on Simba again, Simba shut him down, saying that he was done listening to his lies. Scar then tried to shift the blame onto the hyenas by claiming that the plan was there idea, not knowing that Shenzi, Banzai and Ed had followed them and heard everything as they withdrew in anger. As the heroes demanded they leave, Scar swiped burning embers at the heroes, scratching Tarzan and temporarily blinding Simba. Shere Khan then lunged at Simba and swiped him. Tarzan then engaged Scar but was quickly pinned on his back by Scar. But Tarzan managed to push Scar off of him. As Shere Khan continued to pummel Simba, Tarzan intervened and kicked Shere Khan down. Shere Khan then slashed at Tarzan who deftly dodged all of his strikes. But Scar reentered the battle and swiped Tarzan as he was swinging, breaking his spear. As Simba moved to rejoin the fight, Shere Khan attacked him, leaving both of them hanging from a ledge. As Simba and Shere Khan pulled themselves up, Shere Khan noticed that a burning branch had attached itself to his tail as he ran in terror with the branch burning his back. As Scar faced down both Simba and Tarzan, he swiped both of them, knocking them down. As Scar lunged at the heroes to finish them off, they caught him and threw him down off the cliff. As Scar recovered from the fall, he found the hyenas waiting for him but they revealed to his horror that they had heard him selling them out. As Scar attempted to explain himself to them, the hyenas devoured Scar alive while the heroes looked on. Meanwhile, Shere Khan ran away in fear of the flames.

The Cheshire Cat revealed himself again, though not everyone was happy to see him after what he did. And then he just disappeared.

Louis met with his friends and they mourned the loss of a good friend as Ray died from his injuries.

Though the Firebird was defeated, the damage done to the jungle was too great and its inhabitants looked over the destruction.

Meanwhile, Amos Slade arrived to finish his job, but after the Spring Sprite saved his life, he couldn't bring himself to pull the trigger on her or Tod. An act of mercy which Denahi happened to witness. Slade and Copper then departed with Copper and Tod sharing a smile.

Merlin following the advice from the Blue Fairy advised everyone else to do the same. With the forest and the jungle inhabitants having joined the heroes's side, the heroes army had grown bigger.

As McLeach was swept down the river into the ocean, a terrible fate awaited him as he was devoured by Monstro.

After his entire fleet was destroyed, Ratcliffe finally made it to shore where Zira was waiting for him to take her rage out on someone. As Ratcliffe begged for his life, Zira agreed to let him go on the condition that he'll owe her something in the future.

Madam Medusa met up with Pete who also survived the battle at sea and revealed to her horror what happened to her partner as she saw Clayton hanging from a tree.

The Evil Queen in her disguise left heading out into the woods after the Horned King's defeat.

Jafar used Genie to make his first wish, to be a more powerful sorcerer than Maleficent was.

Hercules returned to the encampment to find that Meg had passed on. While everyone mourned her loss, Hercules was determined to get her back.

Part One: Maleficent's Final Designs
Maleficent yelled at Hades over their recent failures particularly the Firebird's defeat and Hades's failure to keep Mickey Mouse trapped in the Underworld. She then told him that the time had come for the final phase of their plan. She ordered Hades to go to the Underworld and feed Chernabog the souls in the River Styx to hasten his rise to full power so he could eliminate the heroes. Hades brought up that he was in a dangerous position since Hercules was likely to attack the Underworld to get Meg back. Maleficent suggested that Hades let Hercules come and keep him trapped there. She pointed out his demigod strength was the only thing, aside from Yen Sid's magic that could stop Chernabog. She assured him she would deal with the rest of his army.Hades then pointed out that they were heavily outnumbered. Maleficent answered that Hades would lend her his Titans to help even the odds. When Hades suggested that he would need the Titans since Hercules was pretty angry Maleficent responded that he did not know what true anger was and to do as she said. As she departed, she told him to make haste. As Hades complained about Hercules and his gang coming after him, he suddenly came up with an idea.

Madam Mim appeared before Jafar and they got acquainted to their new throne in Agrabah.

Ursula went into hiding deep in the ocean where she planned to use the trident to flood the whole world.

Madam Medusa and Pete met with Winky and Stromboli in a pub and agreed to join forces.

Shere Khan and Kaa claimed rule over Pride Rock after Scar’s downfall.

Merlin poofed to Aladdin and his group and heard about Megera’s passing. Unfortunately, he also learned that Hercules had disappeared and went to go confront Hades on his own, much to his annoyance.

While that was going on, the heroes from Merlin’s group allied themselves with Aladdin’s friends. Belle was reunited with her father Maurice while Cinderella saw the Fairy Godmother’s wand, and used it to return her from her stone prison. All the while, Grimhilde’s crow spied Snow White’s sleeping body.

Sebastian, Flounder, and Scuttle caught up to Ariel and learned that she was going after Jafar for payback after what he did to Genie and her father. But it was hopeless to find him from in the ocean, to her dismay.

Merlin enlisted Mickey, Donald, and Goofy with the task of finding Hercules before he got seriously hurt.

Pooh and friends were very upset about not finding Christopher Robin yet as they exited the forest. They were soon reunited with Aladdin’s alliance, mainly the Cats and Dogs and introduced themselves to them.

Aladdin and Beast’s group were formally introduced to the League of Gentlemice who wished to offer their services. They learned about Jafar taking the Agrabah throne and of Genie being his slave, and decided to strike there first with Razoul hesitantly coming along too.

While traversing the burnt jungle, Simba, Tarzan, Bambi, and the other animal characters learned that Shere Khan had taken over Pride Rock. So he and his friends decided to confront his rival once and for all with Team Human Again joining them.

Prince Eric’s ship pulled up to Jim and Peter’s group and offered them a ride across the sea after their spaceship was crashed.

Up on Olympus, Zeus, the Blue Fairy, and Triton (still a sea polyp) received a warning from an old friend concerning Chernabog’s rise to power. Thus, it was decided that they must do something to stop him for good.

Meanwhile, Maleficent and Chernabog were just about ready to plunge the world into darkness as Maleficent declared how she loved the worlds and declared they would all be hers.

While on their way to rescue Hercules, Mickey and his friends were stopped by Pete and his gang who were looking to cause trouble. Pete lit the forest around them on fire as he and his gang revealed themselves. Stromboli got up in Goofy's face and smacked him down. Madam Medusa then whacked Donald back with her cane. Winkie came after Mickey with a sword and slashed at him but Mickey deftly dodged the slashes. Pete then came up to Mickey and knocked him to the ground. Not having time to deal with Pete's gang, Mickey donned his sorcerer hat. As Madam Medusa came at him, Mickey threw a ball of magic energy at her, knocking her down. Donald then charged at Winkie and hit him over the head with his broom before Winkie could bring his sword to bear. Goofy then smacked Stromboli across the face with a club. As Pete ordered his gang to attack Mickey, he fired another magic blast at Pete, scorching him. Seeing that they were outmatched, Pete and his allies retreated. Mickey and friends then continued on to help Hercules.

Aladdin and his team arrived in Agrabah and stormed the palace. But before they could overthrow Jafar, they'd first have to get past Mad Madam Mim and the Genie who was still under Jafar's control. Under Jafar's command, the Genie lifted the palace high above the ground. Madam Mim then went and confronted the heroes. As Rajah charged at her, she turned him into a harmless kitten. As Razoul and the other Agrabah guards rushed her, Mim conjured a broomstick and rode it away, leaving the guards to crash into each other. As she flew around the battlefield, Dumbo flew after her and the two dodged around each other. The Beast then swatted Mim in midair, knocking her into a pond. Mim then emerged out of the water transformed into a dragon. She breathed fire at the heroes, wreaking havoc on them. She sent Phoebus running for cover, burned Yao's behind and stopped Aladdin from charging her. Mulan then used to Mushu to light missile and launched it at Mim, knocking her out. As the heroes attempted to storm the palace, Jafar quickly shut the door. But Mulan and the rest of the Chinese army slammed them open on Jafar. As the heroes rushed into the place, Jafar reemerged steaming with anger. Jafar then made his second Genie wish to crush the heroes. Reluctantly, the Genie conjured up the Backson and a two headed Dragon to fight the heroes. As Shang engaged the Backson with a staff, it knocked him to the ground. Quasimodo then punched the Backson to the ground. As the Genie conjured a Griffin and a Minotaur to fight the heroes, they engaged them. Yao fired a missile at the Minotaur, knocking it down. Razoul fought the Griffin with his sword while Beast fought the Dragon. As the Dragon breathed fire at the heroes, Dumbo called in birds to drop stones on its heads. Bernard and Bianca taunted the dragon from a fishing hook and tricked it into burning both of its heads, killing it. The rest of the monsters then turned to dust. Quasimodo flipped a board at Jafar, knocking him down. Mulan then launched a missile at Jafar, supposedly obliterating him. But Jafar emerged form the ground and started unleashing magical blasts all at the heroes. He dropped a bell on the gargoyles and scattered the mice around the arena. As the heroes all moved in on Jafar, the Rock Titan suddenly arrived. Jafar then departed with the Genie in tow. As Aladdin tried to rescue the Genie, the Rock Titan threw a rock at him, leaving him hanging from a ledge and pinning the Carpet underneath the rock. As Mulan tried to stop Jafar, Iago flew in and knocked her down before returning to Jafar as he departed. As the palace started to fall apart around them, Esmeralda helped Aladdin up while Belle made them a way out. At the same time, the mice found the Sultan locked up and freed him. The heroes then escaped as the Rock Titan tore the palace apart.

Part Two: Attack of the Titans
Ursula noticed that Eric's ship was just about swimming over her territory. Desiring revenge against those who wronged her, she broke out the Trident and went out to face them.

As Ariel was sulking, Eric's ship arrived to come pick her up.

Simba's faction arrived in the Pridelands ready to reclaim it from Shere Khan once and for all.

The Ice Titan, Wind Titan, and Cyclops attacked Aladdin's group as Merlin and the others tried to guide everyone to safety. However, Pooh and his friends along with the Cats and Dogs were stopped by the Cyclops who frightened them. As Merlin tried to confront the Cyclops, it smacked him, sending him flying away. Suddenly, Willie the Giant showed up and fought him off. He smashed his club on the Cyclop's foot. While Willie was greeting his friends, the Cyclops smacked him, knocking him down. As the Cyclops closed in on the others, Willie pulled the ground out from both him and the Cyclops, sending both of them falling off a large cliff. Merlin and the Fairy Godmother arrived back on the battlefield to witness the heroes mourning Willie's tragic loss.

While crossing the ocean, Ursula attacked Eric's ship and kidnapped Ariel. The crew unleashed their full force to rescue the mermaid as Milo and his friends went with Tinker Bell to pursue Ursula. As Flotsam and Jetsam intercepted them, Tinker Bell threw a magical blast at them, halting their approach. Ursula then prepared to destroy the ship with the trident but Ariel pulled on her hair as she fired, throwing off her aim. Her blast instead hit Flotsam and Jetsam, obliterating them. As Ursula mourned the loss of her poopsies, she became enraged as she saw the heroes swimming to the surface and grew to an enormous size to face them. She then began using the trident to whip up a terrible storm. She unleashed a massive wave which crashed against the ship, knocking Stitch overboard. As Stitch sank beneath the waves, Ariel quickly swam down and grabbed him. Ursula then used the trident to unleash more waves of water, knocking the heroes all around the ship. Ariel managed to get Stitch back to the ship where he was reunited with Lilo. As Amelia tried to keep the ship under control, Monstro arrived, still on the warpath after being unleashed from Ursula's control and attempted once again to eat the heroes. Monstro rammed right into the ship, sending everyone sprawling and splashed his tail next to it, sending water splashing onto the ship. As Silver lost his balance on the mast, Jim rushed to help him back up. As Milo and his friends moved in to attack Ursula in their submarine, Ursula smacked them with her tentacle, knocking them back. They quickly regained control and started moving around Ursula, avoiding her tentacles as she tried to grab them. Ursula then fired her trident, destroying one of the submarines. As another one tried to sneak up on her, she fired a trident blast at it, sending it sprawling but two other submarines came to its aid. As Ursula prepared a massive blast to finish off her enemies, Monstro suddenly attacked her, diverting her attention. Milo took advantage of the distraction to plan an attack while Ursula and Monstro battled it out. Monstro made a lunge at Ursula and as she prepared to blast him with the trident, Milo fired a missile at her, hitting her just as Monstro attacked her. Milo and his friends then unleashed a barrage of missiles killing both Ursula and Monstro.

Aladdin and his friends returned and asked Merlin what happened while they were gone. He told them that the Titans attacked them and that Mickey, Donald, and Goofy had not yet arrived from their rescue mission for Hercules. Aladdin recruited Robin Hood, Prince Phillip, and other heroes to join him in going into the Underworld.

As Hades contemplated how he was gonna face Hercules, he met with some of the Underworld's many recent deaths, including the recent arrival of Ursula, Cruella De Ville and Gaston. And he decided to call on them.

Simba and Tarzan saw Pride Rock in the distance prepared to confront Shere Khan. With the hyenas on guard, they needed as diversion which Simba and Baloo came up with. Timon, Pumbaa and Baloo stepped out and did a hula dance to entice the hyenas. This drew the hyenas over who pursued Timon and Pumbaa. But as the hyenas chased them, Terk and Tantor surprised them as Tantor started pummeling the hyenas. As one of the hyenas tried to lunge back, Buck knocked him away. Jane swung on a vine and kicked a hyena. But as the hyenas started to close in on the heroes, Lucky Jack started to beat them back. Kaa then joined in on the fray and hypnotized Maggie and Mrs. Calloway. Seeing her firends in trouble, Grace leaped up and kicked Kaa out of the tree he was in, breaking his concentration. As Kaa slithered away, the heroes pummeled the hyenas, sending them running. As the heroes moved further into Pride Rock, they eventually confronted Shere Khan. As Simba gave Khan a chance to stand down, Khan replied that he couldn't let them live after how he was humiliated in their last fight. Shere Khan charged Louie, knocking him down but Pacha swung in on a vine, knocking Khan down. Khan then swiped Pacha, knocking him back. He then swiped Kuzco away when he tried to assist Pacha. Tod then jumped onto Khan's back and bit him. As Bambi charged at him, Shere Khan swiped him down. Khan then knocked Tod off of him. As Tiana and Naveen tried to run across the battlefield, Khan tried smack them with his paws. As Maggie tried to attack him, Khan knocked her down. Kenai then leaped on Khan, forcing him to the ground. Shere Khan then grabbed Kenai and pulled him off of him. Before Khan could do anything to Kenai, Denahi threw a spear at Khan and enticed him to attack him. Tiring of the game, Shere Khan attacked Denahi, knocking him into a crack in the ground which he hung from his spear in. Khan then attacked the Spring Sprite but she deftly dodged him. Simba then stepped in to face Shere Khan. He knocked Simba onto his back with a swipe but as he moved in, Tarzan swung in and hit Khan in the face with a stick. As Khan chased after Tarzan, he pinned Tarzan to the ground. As Khan struggled with him, Simba intervened and knocked Shere Khan off of Tarzan. As Denahi's spear broke, Baloo grabbed his hand before he could fall into the crack. John Smith then helped Denahi up. The other heroes then noticed the Lava Titan arrive. The heroes then began to run from the Titan. Simba continued to fight Shere Khan as the two cats swiped at each other until Simba landed a blow which knocked Khan on his back. Tarzan then warned Simba of the fires being caused by the Titan's presence. The heroes ran until they reached a ledge with lava at the bottom of the ravine. Some of the heroes jumped to the other side while others knocked a log down and crossed over on it. But Shere Khan chased after them and jumped across the ravine. But as he tried to crawl up, the ledge he was on collapsed. As Pacha almost fell in after him, Kuzco grabbed him and pulled him back while Shere Khan fell into the ravine. He landed on a patch of dry land but the ledge landed right on top of him. As the heroes departed, Khan revealed that the ledge had left him trapped instead of crushed. As the Lava Titan closed in, Shere Khan looked away in resignation. As the Titan engulfed Khan and Pride Rock in fire and lava while meanwhile, Chernabog claimed more souls from the destruction.

Part Three: Chernabog's Uprising
The Blue Fairy assembled some new allies who had long since passed including Mufasa, Sitka, Queen Athena and Ray.

King Triton returned to his normal form after receiving his trident back.

Hades instructed his deceased army on what to do once Aladdin and his friends came.

Aladdin and his group arrived near the Underworld entrance to find Mickey, Donald and Goofy knocked out, explaining that Hades's allies had bested them all. Now that they were teaming up, they decided to face Hades and save Herc together.

Jafar arrived at Maleficent's castle where he explained to her and Yzma that the heroes were mobilizing. Maleficent did not seem fazed however as Chernabog was coming close to his ultimate goal. Genie however, saw his opportunity to escape and find Aladdin while Jafar was distracted.

Merlin saw Eric's ship puling onto shore and Simba and Tarzan's group arriving on the scene. Now that all armies of heroes had converged, Merlin led them to the valley where the final battle would take place.

Hercules showed up in the Underworld demanding for Meg's release.

Thanks to Hades supplying him with souls, Chernabog's uprising was coming.

Aladdin's group arrived in the Underworld where they were confronted by Nessus. As Aladdin taunted him, Nessus knocked him down. As Aladdin enraged Nessus with more taunts, Panchito egged him into charging but dodged out of the way, sending Nessus crashing into a wall. Fortunately, Genie arrived and came to assist Al and the two were united at last. As the heroes encountered Cerberus, Genie yelled at him to sit down to which Cerberus obeyed whimpering. As Nessus came back for another charge, Genie sent him flying up into the air. They then made their way towards Hades as he was showing Hercules Meg's soul in the River Styx, but his army of deceased villains started to get the jump on them. McLeach threw a knife at Panchito, tearing through his cloth. Cruella then threw several knives at Jose, knocking him down. Shan Yu confronted Pecos Bill and knocked him to the ground. As Little John threw Robin Hood a sword, Little John went and faced Gaston, fending off his club with his stick. Sa'Luk went after Donald and Goofy and as Pluto tried to confront him, Sa'Luk punched him, sending Pluto flying back. Mickey then rushed in and pole vaulted Sa'Luk, knocking him down. Genie fired several magical blasts at Ursula but she emerged completely unscathed. Ursula then scorched Genie with a blast of her own. As Aladdin tried to get closer to Hades he saw Hercules making a deal of his soul for Meg's. Aladdin tried to step in and stop this but Pain and Panic turned into snakes and restrained Aladdin. Feeling he had no other choice, Hercules jumped into the River Styx to get Meg's soul. As Hercules swam down into the River Styx, Aladdin knocked Pain and Panic off of him and ran at Hades but Pain and Panic fused together into a large monster and knocked Aladdin down. As they pinned Aladdin down, the three fairies arrived and blasted them off of him with a magical blast. Robin Hood started shooting arrows at Hades but he simply dodged and incinerated them. At that moment, the Hydra rose back up and grew three heads back. As the Hydra attacked the heroes, Prince Phillip started cutting its heads off but it kept growing heads back. As Aladdin tried to rush Hades again, Hades just blasted him against a wall. As Robin Hood tried to face him, Hades generated an enormous fire to keep him back. Prince Phillip tried to charge Hades but Hades blasted him back with fire. As Aladdin tried to rush Hades with a sword, Hades encircled him in a ring of fire. As Robin Hood fended him off with a chair, Hades smacked it out of his hand and lifted Mickey up with hands of fire. As Hades was about to finish the heroes off, the Blue Fairy arrived with her team of deceased heroes. As Ursula went to attack Goofy, Queen Athena pushed a rock on her, pinning Ursula down. As Sa'Luk faced Mufasa, he knocked Sa'Luk down with his paw. McLeach tried to shoot Kerchak but Kerchak charged him and knocked him down into a pit. Mickey threw a rope around Cruella, immobilizing her. Sitka faced Shan Yu, fending off his sword with his stick and knocked Shan Yu against a wall. Gaston went to attack the Ancestor but he simply knocked Gaston to the ground with his stick. As Hades became more infuriated, Nessus finally fell out of the sky and right on Hades. As Nessus was dazed, the Blue Fairy knocked him down with a flick of her wand. As Pain and Panic charged in, Ray distracted them long eough for Genie to stomp on their heads, forcing them apart. As the Hydra approached and Pain and Panic taunted the heroes, Willie breathed fire at them, burning them. As the Hydra moved to attack the heroes, Willie sang an aria so high that it destroyed a cliff sending rocks raining down on the Hydra, finally killing it. As Hades approached the heroes absolutely infuriated, Hercules continued to swim after Meg. as he rapidly aged in the Styx, the Fates prepared to cut his thread of life. But just as Hercules grabbed Meg, the Fates found they couldn't cut the thread. As Hades prepared to finish off the heroes, he and the heroes saw Hercules emerge from the Styx with Meg's soul as everyone looked on in awe as Hercules had become a god. As Hades tried to convince Hercules not to do this to him and receiving a punch in the face, Aladdin interrupted Hades's bargaining and knocked him into the River Styx where the souls dragged Hades under. As the heroes departed, Hades was dragged into the Styx as Pain and Panic looked on.

The heroes had finally arrived at the barren valley where Bald Mountain resided and Maleficent waited for them. As she spoke of how the world would be plunged into darkness, the heroes determined themselves to stop her. Maleficent fired a blast of lightning at the heroes but it was suddenly intercepted by a magical blast. This blast was revealed to have been fired by Mickey as Aladdin and his team finally regrouped with their allies. But Maleficent had help too with Yzma, Jafar and the Titans by her side. Maleficent's goons charged the heroes but they held off their assault. As the goons tried to push boulders down onto the heroes, the Fairy Godmother turned them into bubbles. Dumbo then flew in and shot peanuts out of his trunk at the goons. The goons then started shooting arrows at the heroes as they ran for cover. Quasimodo grabbed the rope supporting the ground they were standing on and pulled them down, sending the goons tumbling down. Yzma then had Kronk extend the wings on her tent as they took off. But Zeus quickly threw a lightning bolt at them, knocking them out of the sky. As Maleficent climbed to the top of a tower, Hercules flew after her on Pegasus. She fired a lightning bolt at him which he dodged by jumping off Pegasus. Hercules then grabbed a large rock and threw it at her but Maleficent quickly destroyed it with a bolt of lightning. Meanwhile, Kuzcko and Tiana saw that Yzma had dropped the potion that could turn them back into humans and started grappling with Yzma over it. In the struggle, Yzma accidentally shattered another potion which turned her into a cat. As Kuzcko took the potion, Yzma jumped on him and started aggressively scratching him. As Tramp tried to help, Yzma scratched him in the face, keeping him back. As Yzma was about to drink the potion, Orville flew in and knocked it out of her paws. As Yzma fought it back from the heroes, Brer Rabbit kicked her into a wall while Tiana grabbed the potion. While Genie blasted the goons and Pecos Bill and Buzz Lightyear shot at them, Jafar blasted Goofy sneding him flying back. Jafar then spotted Genie and made his final wish: to be an all powerful genie. As Genie granted the wish, Jafar reveled in his newfound power. Spotting Jafar's lamp, Ariel grabbed it as Jafar was sucked in dragging Iago with him. Maleficent then ordered the Titans to attack. Merlin blasted them but it barely phased them. As the Titans caused massive avalanches and waves of lava, the heroes struggled to regain their bearings. As Roo helped Tigger up, they both did a tremendous bounce as Mulan helped Shang out. Tigger and Roo launched themselves into the air as they dodged the Titans's attacks. Willie hit the Ice Titan over the head and Willie the whale cried enough to dissipate the lava. The Fairies then turned the lava to stone. King Triton then blew the Rock Titan's heads off. As the Titans ran, Pecos Bill lassoed the Wind Titan and used him to suck the others up. Mickey then turned the Titans into a ball of energy and threw them into the upper atmosphere where they exploded. Maleficent then moved to engage the heroes personally and turned into her dragon form. But at the same time, Chernabog awoke at last and proclaimed himself the new god.

Part Four: Light vs. Darkness
Grimhilde had sneaked into Maleficent's castle to seek out a special magical item, unaware that Pete had the same idea. But when the two ran into each other, they decided to join up and departed with the item.

Chernabog's demons and spirits began to run amok across the world. As his forces wreaked havoc, Chernabog began to tear the ground around the heroes apart with his powers. Yzma was sent falling off a cliff as the heroes were sent tumbling about. As Jim Hawkins was left hanging for his life, John Silver helped him up. Kuzcko and Pacha worked together to climb back up the cliff. As Aladdin rode the magic carpet around the chaos, creatures of pure darkness were released from the earth. He and Dumbo flew around these creatures as they attacked Kenai. A demonic cat was called forth which began to terrorize the heroes. As the heroes charged at Maleficent, she breathed fire at them, blocking their path. She breathed fire at Buzz Lightyear, knocking him down and started to advance on Hercules. She lunged at Hercules but he rolled out of the way. As the heroes worked together to keep her jaws at bay, she unleashed another fiery blast, knocking the heroes back again. As Chernabog's spirits continued to harass the heroes, the cat demon continued to attack the animals. As Basil tried to stand up to the cat, it knocked him down. Meanwhile, Maleficent advanced on Hercules chomping at him. Peter Pan and Jim Hawkins then entered the fray and started to distract Maleficent. As Hercules prepared to attack, Maleficent breathed more fire, knocking the sword out of Hercules's hands. Maleficent then pinned Hercules against a wall and prepared to finish him off. But before she could do anything, Merlin jumped down to Maleficent and turned into a walrus, landing on her head and knocking her down. While Maleficent throttled Merlin, Hercules grabbed his sword. Before Maleficent could attack again, Hercules threw it into her chest. As the cliff collapsed beneath them, the heroes got off while Maleficent was destroyed. Mickey then put on Yen Sid's hat and stepped forward to face Chernabog. Chernabog started unleashing enormous bursts of demonic power, forcing Mickey on his back foot and tearing the landscape apart. As Chernabog's ghosts swarmed the heroes, the deceased heroes fought them off as Willie the giant brushed them off and Kerchak engaged them. Mufasa then fought against Chernabog's harpies. As more creatures of pure darkness emerged, Ray tried to fight them but was knocked aside. Aladdin and Abu continued to fly around the battlefield on the magic carpet as Chernabog tried to grab him. Seeing how the situation was growing more dire, Mickey climbed to a high perch and engaged Chernabog once again. He was knocked to the ground by a blast of Chernabog's hellfire despite his attempt to halt it, knocking his hat off. As Chernabog prepared to finish the heroes off, the Spring Sprite summoned creatures of pure light to face off against Chernabog's darkness. Mickey, having recovered his hat, started conjuring bolts of magical energy to attack Chernabog while his power was disrupted. Mickey began empowering the light beings until they started to overpower the dark beings. The demonic cat tried to attack again but Basil grabbed his robe and placed it between moving cogs, holding him in place. Merlin then took this moment to blast the demonic cat, destroying it. Mickey continued to fire magical bolts, weakening Chernabog further. The heroes started to cheer Mickey on as Chernabog's minions retreated. Quasimodo started ringing church bells as Silver and Mama Odie blasted Chernabog's minions back. The Fairies, Pecos Bill, the Atlantean crew and Tinker Bell joined in the fray firing blasts of their own. The Imperial army, Zeus, King Triton, Genie, the Fairy Godmother and Panchito Pistoles all fired at Chernabog as well. Mickey then conjured an enormous amount of magical bolts and blasted all of them at Chernabog. Mickey then finishes with one final bolt, ending Chernabog's dark power.

Conclusion: "And They Lived Happily Ever After"... Or They Believed So...?
As all of the heroes looking on in anxiety, Chernabog entered a dormant state from all the damage he sustained. But he stated that he could never be destroyed as long as darkness existed. He then swore that he would be back and would have his revenge as his minions returned to their graves.

Pete and Grimhilde found a large city to start their own plans and decided to part ways. Grimhilde took her spellbook while Pete went off to rejoin his criminal friends.

Madame Mim having survived the siege on Agrabah found Yzma (still a cat) and convinced her to join forces.

In the aftermath of the big battle, Mickey heard a mysterious voice telling him to relinquish Yen Sid’s hat to it. Mickey had a pretty good idea who that was.

The Blue Fairy allowed the deceased heroes to say good-bye to their friends and family one last time.

With Snow White still asleep, Merlin found Grimhilde’s crow spying on them. As Merlin turned him back to his true form, he was revealed to be Snow White's prince who awoke her with a kiss.

Hercules revived Megara at last.

Mulan and Quasimodo went looking for their friend Beast and find out that something extraordinary had happened to their friend. He had been turned back into his human form.

Genie helped Ariel in disposing of Jafar’s lamp. King Triton, in gratitude of her daughter’s bravery thanked her by bestowing upon her a special gift. The ability to walk on land.

Tiana, Naveen, and Kuzco both drank the potion to at last become human again.

Pooh and his friends were joined by Owl and Kanga. Not only that, but they had finally found Christopher Robin. Their most grand adventure yet had finally come to an end.

Maggie, Grace, and Mrs. Calloway returned to Patch of Heaven and ran into a couple of other familiar face who were headed home as well: Amos Slade, Copper, Chief and Pecos Bill.

Now that the war was over, the dogs and cat helped the children reunite with their families. And in turn, they were reunited with their owners.

John Smith said good-bye to Pocahontas and Denahi as he prepared to return to England. Milo and his team also decided to join Smith on his journey.

Tarzan, Mowgli, and all of the other jungle animals visited Pride Rock to celebrate the return of it’s king, Simba.

The Spring Sprite began her work rebuilding the forest as all the animals returned home as well.

The Grand Councilwoman rewarded Team Lightyear for their bravery and assistance in ending the war down on Earth.

Peter Pan and his lost boys flew back home to Neverland. And it seemed John Silver is also going with them. Jim and Alice said good-bye and hoped to meet back up again someday.

With their mission accomplished, the League of Gentlemice disbanded. But they promised to stay in contact should trouble arise again.

Many of the heroes of the war celebrated their victory at the castle of Prince Charming. Aladdin, Hercules, Mickey, and the others may have had to go their separate ways after this, but they were sure to join forces again should more trouble come their way. ..

Meanwhile in the CGI realm, Yen Sid theorized something terrible many happen sooner than the other heroes expected.

Part One
Three months after the events of the last war, a new challenger set out to make his name known as Mozenrath, having seen Maleficent's attempt to conquer the world, now prepared to make his own attempt. He consulted the Evil Queen's Magic Mirror which told him that Hercules was a threat. Mozenrath then set out to deal with Hercules.

A duo of hunters from the Huntsclan arrived in New York City to capture a clan of gargoyles after rumors had spread about their appearance. The leader of the Manhattan Clan however wasn't about to take their invasion laying down. As the gargoyles and the hunters charged each other, the Huntsman knocked Goliath back with his staff. The Huntsgirl slashed at Broadway but he leaped back and dodged it. The Huntsman fired a blast at the gargoyles which scattered them but Lexington flew back around and knocked the staff out of the Huntsgirl's hands. The Huntsman quickly caught it and zapped Hudson with an electrical blast when he tried charging him. Goliath then attacked the Huntsman and as the two fought, the Huntsman knocked Goliath off the building with a swipe of his staff though Goliath managed to cling to the edge of the building. The Huntsgirl knocked Brooklyn amongst the other gargoyles as the Huntsman trapped them in an electrical net. As Goliath climbed back up to rejoin the fight, the Huntsclan teleported away with the gargoyles, leaving Goliath to scream in rage.

Seeking to tie up all loose ends before enacting his plan, Mozenrath sent out one of his monsters to lure out his biggest hindrance, Hercules. The monster knocked Hercules down with a quick punch then took to the skies. Hercules flew after it on Pegasus and jumped on its back, riding it through the air. Hercules then launched the monster into a wall, knocking it out. Mozenrath then emerged to face Hercules himself and used magic to tie Meg up before warping her away. Hercules charged Mozenrath only for him to be knocked down with a blast of magic. Mozenrath then blasted Hercules again, seemingly obliterating him. As Phil mourned, Mozenrath departed.

Back home, Stitch sneaked into the kitchen for a midnight snack when he was suddenly ambushed by a mysterious intruder, the Liquidator. He began to flood the kitchen as Stitch struggled to swim. While Stitch climbed higher up the walls to avoid the rising water, Lilo went looking for Stitch. She noticed the puddles of water and followed them. As Stitch hung onto the light on the ceiling, Liquidator filled the room with water. As Liquidator departed through a vent, Lilo found Stitch unconscious. She managed to rouse him from unconsciousness as Liquidator watched from a distance.

After hearing about the crazy battle atop Xanatos Enterprises, Kim Possible and Ron Stoppable went to investigate. But they ran into one of the gargoyles said to prowl around New York, the human hating Demona. Kim and Demona traded blows until Kim shot her grapple gun at a nearby pipe, releasing hot steam. Ron tried to assist Kim but Demona shot at him with her laser, sending him running for cover. Demona fired her laser at Kim but Kim used her reflector to send it right back at Demona. But Demona recovered quickly and hit Kim with her laser, sending her sprawling to the ground. Demona then prepared to kill Kim with a final blast from her laser. As Kim gaped in terror, realizing she was about to die, Ron ran in and kicked Demona as she fired, throwing off her aim and completely missing Kim. Realizing the odds had turned against her, Demona departed.

Phoebus and his friends had returned to Paris and were dedicated to keeping the streets clear of bandits. As it just so happened, the captain of the guards came across a band of thieves lead by Abis Mal. As Phoebus drew his sword, he sent the guards to apprehend the thieves. As the two groups fought, Abis Mal came at Phoebus with a fish but Phoebus pulled scaffolding down on Abis Mal. As the other thieves came at Phoebus, Esmeralda threw a stone at some wine barrels, knocking them onto the bandits. She then picked up a large candlestick and beat the thieves into submission with it. Phoebus then punched Abis Mal to the ground when he tried to attack again. Esmeralda's goat then head butted Abis Mal, knocking him into the other thieves. As the guards prepared to apprehend the thieves, Abis Mal and his gang retreated.

The Hundred Acre Woods was being invaded by Duke Igthorn and his army of ogres. As Tigger encountered them, he was sent running. At the same time, Pooh and his friends were having tea with their new friend the Reluctant Dragon. At that moment, the ogres and Tigger caught up with them and Pooh and his friends prepared for battle. An ogre lunged at Piglet but he dodged put of the way, sending the ogre crashing into a tree. Rabbit then ran in and smacked the ogre with a broom, knocking it out. As two ogres rushed Tigger, he bounced away causing the ogres to run into each other. Finding themselves overwhelmed, Pooh and friends began to retreat. As Igthorn prepared to attack them again, the Reluctant Dragon decided to hold Igthorn off. The Dragon whacked ogres away with his tail and breathed fire at Igthorn himself, burning his shoes to ash and sending him and his ogres running.

Lawrence was searching for Facilier's magic talisman in order to bring him back to life. At last his search was over as he found child psychic, Lil' Gideon was holding it. Lawrence saw his chance to get it when Gideon dropped it but Dipper and Mabel, who had come to see the show interfered as Mabel laid down as Lawrence walked towards Gideon, tripping him. She then started rolling away and knocked the talisman away. As Lawrence ran after it, Dipper fell to the ground, tripping Lawrence again and knocking him into a tuba. As Dipper and Mabel left together, Lawrence pulled himself out of the tuba and was confronted by Gideon who had retrieved the talisman. The two then agreed to join forces.

In Brownstone National Park, a bear named Humphrey and a lion named Louie both found a basket of food and both wanted it all to themselves. Humphrey tried to make off with it but Louie lunged at him, only to miss. As Louie charged at him, Humphrey ran but Louie managed to slash him as he jumped in the air in pain. As Louie backed Humphrey into a corner, a large group of hunters arrived for hunting season. The two ran as a hail of gunfire followed them.

Mickey and his friends got a phone call from an anonymous tipster about an evil genius who could be plotting something that would put the whole world in jeopardy. They were right to be worried after what happened before. But it turned out that they were walking into a trap as the tipster was revealed to be Dr. Drakken as he sent them into his lab. Drakken then got into a mecha and started shooting at them. As Mickey tried to rally the others, Drakken blasted him off the ledge. But a platform lifted Mickey back up and he ran at Drakken. As Drakken tried to blast him, Mickey pole vaulted over him and started to tie his mecha up. Mickey then threw it off balance as he departed with Donald and Goofy, leaving Drakken to rage about him.

Pete and Dr. Doofenschmirtz had been working on a device that would transport them to another world. But as the machine was nearing completion, Darkwing Duck stormed in and attempted to thwart the two villains. Pete fired a mechanized gun at Darkwing, but he vanished in a puff of smoke and appeared elsewhere. Pete sent rocks flying at Darkwing but he deftly dodged them. Pete then sent two boxing gloves to hit Darkwing as he taunted them, flattening him cartoonishly. Darkwing then took out a blaster and shot Pete, knocking him from his perch. Doofenschmirtz then activated the device and Pete went through it. Doofenschmirtz then sent two mechanical arms at Darkwing, knocking him out.

Mickey warned his closest friends to be alert after their close encounter with Drakken. Something terrible may have been coming their way.

Goliath had searched endlessly for his clan all across New York. Unfortunately, the sun was coming up, and the gargoyle turned to stone. It was at this moment a dragon, Jake Long, saw him.

After escaping Igthorn's ogres, Pooh and his friends were offered a place to stay at the three little pigs home.

Following his fight with the Liquidator, Lilo and Stitch were informed by Jumba and Pleakley that he might have been after something: Jumba's other 625 genetic experiments.

Hercules was revealed to not be dead. However, Mozenrath had aged him back into a teenager.

Kim and Ron made an appointment with David Xanatos who informed the two about the gargoyle problem plaguing New York. The two teens headed off to look into this crisis unknown that they were just pawns in Xanatos's game as he was secretly working with Demona and Drakken.

Mozenrath had already recruited Merlock and Magica DeSpell to his cause and sent them out to find more villains.

Lawrence and Gideon met at a pub and joined forces with Pete's partners in crime, now lead by a horrifying new gang leader, the Evil Queen.

As Pete stepped through the portal, he entered the CG world and rendezvoused with Maleficent who wasn't quite out of the game yet, having recovered from her defeat in the last war.

Meanwhile, Mozenrath recruited yet another new member to his group. One from the Live Action universe, Narissa.