Cuphead Bosses vs Disney Villains

A spin-off war created by Fattus Cattus.

Match-Ups[]

Round 1:[]

Round 2:[]

Round 3:[]

Round 4[]

The Devil and King Dice vs Maleficent and Jafar
The Tipsy Troop vs the Witches of Morva
Dr Kahl vs Shego
Cagney Carnation vs Lumpjaw and the Wolf
The Cyclops vs Willie the Giant
Ribby and Croaks vs Kaa
Rumor Honeybottoms vs Brer Fox and Brer Bear
Beppi the Clown vs Sarousch, the Pink Elephants and the Heffalumps and Woozles
The Phantom Express vs Sykes
Epilogue

Round 5[]

Prologue
The Witch vs Glumstone the Giant
Hilda Berg vs Ben Buzzard
Beppi the Clown vs Sewernose
The Huntsman vs Mr. Wheezy and Phear Lap
Foulfellow and Gideon vs the One-Eyed Wall
Alameda Slim vs Esther Winchester
Baroness Von Bon Bon vs Mortimer Mouse
Madam Mim vs Djimmi the Great
Interlude
The Army of New Wonderland vs The Howling Aces (Ft.
Werner Werman vs Stromboli and Si and Am
Captain Brineybeard vs Scroop
Shan Yu and Lady Tremaine vs Mortimer Freeze
King Dice vs the Evil Queen
Bill Cipher vs The Phantom Express
The Devil’s Forces vs Hades’ Monsters (Ft.
Epilogue

Round 6[]

Prologue
Shan Yu's Escape from Inkwell Hell (featuring Shan Yu, Pain and Panic, the Devil, Torturer Demons, The Devil's Prisoners, The Devil's Imps, T. Rex, Red Dragon, The Four Horseman, Henchman and Stickler)
The Black Bear vs Glumstone the Giant
Queen Deluca vs Djimi the Great
Foxy Loxy vs Esther Winchester
Morgana vs Cala Maria
Bushroot vs Cagney Carnation
Quackerjack vs the Funfair Fever
Nuka vs Willy Warbles
Wally Warbles vs Raja
King Leonidas and the Dirty Yellows vs the King of Games' Champions (featuring Secretary Bird, Crocodile, Rhino, Hyena, Warhog, Gorilla, The Queen, The Pawns, The Rook, The Knight, The Bishop and Vulture Medics)
Interlude
The Devil vs Pluto
Grim Matchstick vs Queen Narissa
Pete vs Chef Saltbaker
Werner Werman vs Doctor Doofenshmirtz
Hook and Ratcliffe’s Navy vs Cala Maria (featuring Kind Dice, The Coachman, Professor Tetti-Tatti, Don Karnage and Air Pirates)
Ratigan, Fat Cat and the Toon Patrol vs The Moonshine Mob
Shere Khan, Sabor and Kaa vs The Forces of Wally Warbles (featuring Ribby and Croaks and The Root Pack)
Epilogue

Events of the War[]

Part One[]

Hades starts his takeover on Mount Olympus but however The Devil arrives wanting to overthrow him. Using his Titans, Hades tries to stop him, but the Devil destroys the Ice Titan before using his magic to make the Lava Titan's flow hit the god. He then shoots the Rock Titan's heads off and freezes Hades before sucking the rest of the Titans into the Wind Titan and shooting them to Space. Hades recovers but The Devil throws him into the River Styx as he takes over Mount Olympus.

Scar and his mate Zira are planning their uprising but suddenly a rat named Werner Werman appears and begins to attack the duo. He knocks out the Hyenas, before using a catapult to injure Scar. Zira however starts to help but is knocked out by his Bombs. However, Scar manages to make the rat's can explode before knocking him out and letting the Hyenas injure him.

Sally Stageplay is in the middle of her performance but Cruella De Ville mocks her sending Jasper and Horace to attack her but the star makes Horace bash Jasper on the head but he recovers sending a Chandelier crushing her husband. Jasper then gets knocked away, but Cruella throws some knives at Sally killing the performer.

King Dice makes a bet with Dr. Facilier. If the voodoo doctor he can beat Dice and his minions Pip and Dot in a fight he will own the Casino and it's riches. Facilier sends out his Shadow Demons to attack him but Pip and Dot defeat them. Facilier uses a Voodoo blast to knock Dice's goons out, but Dice grabs his Talisman and destroys it. Facilier's Friends on the Other Side drag him to his demise.

Clayton is hunting for a Dragonfly but the beast is protected by the Treetop Troubles. A giant woodpecker pecks Clayton, knocking him out, but the hunter recovers and shoots the sentient wood logs. Unfortunately for Clayton, the Dragonfly breaks his shotgun before strangling him in vines. The vines snap and the hunter is hanged.

Maleficent and Jafar learn about how the Devil defeated Hades and plan to save the God.

Werner survives his injuries and chases the Hyenas away.

Scar hears about Clayton's Death, and becomes worried that there is a new top predator. So, he recruits Shere Khan, Kaa, Zira, Sabor and Ushari to deal with the creatures.

The Devil recruits Grim Matchstick, King Dice and Cala Maria to guard Olympus while he looks after hell.

Facilier's tombstone lies near the casino.

Part Two[]

The Queen of Hearts is throwing a game of Croquet which is unusually calm. Unfortunately, Baroness Von Bon Bon arrives to take over Wonderland. The Queen sends out her Card Soldiers who defeat one of her traps, but another one knocks out one of the soldiers The Queen then knocks it out with a Flamingo Pole. Bon Bon's living castle chases the cards away. Bon Bon knocks the Queen out and takes over Wonderland.

Prince John and Sir Hiss are arguing, but Rumour Honeybottoms arrives to take over his throne. John sends out his guards to deal with her and the army of bees. The Wolf Archers and Trigger manage to stop some of the bees, but Rumour deflects one of the arrows, sending it forwards Trigger and The Sheriff of Nottingham, who both manage to dodge it. Then one of the bees knocks Trigger and Rumour shoots a missile at the Archers, leaving the Sheriff and the Rhino Guards to chase her but they fall into a trap. Honeybottoms burns Prince John's castle leaving the Prince to cry for his mother.

Goopy Le Grande is terrorizing a town leaving Gaston and LeFou to hunt it down. Gaston tries to shoot it but the blob avoids the gunshot before knocking him into a puddle of mud. LeFou and the rest of Gaston's Angry Mob try to deal with the creature but some of them including LeFou get knocked out. Then Goopy frightens the Mob away. Gaston recovers but gets pushed aside. The hunter uses his strength to stun the creature before shooting him down. Gaston and Lefou celebrate their victory.

Scar sends Shere Khan and Sabor to deal with a bird named Wally Warbles, who's invaded his territory. The two Felines arrive to Wally, but he knocks out Sabor before knocking down Khan with his feathers. However, the two recover and defeat him.

Dr Kahl sneaks into Yzma's Secret Laboratory to steal a secret potion. He uses a trap to knock the Old Woman down, but she recovers and sends out the Incan Palace Guards to deal with the Doctor, but he turns them into Animals before sending them down a pit. Another bomb causes a potion to drop and Yzma is turned into a cat.

Maleficent and Jafar start their plan to save Hades from the Devil. Jafar decides to deal with Hopus Pocus a minion of King Dice. Jafar finds Hopus, who burns him. They fight until Jafar deflects his shots, killing the demonic rabbit.

Meanwhile Maleficent deals with King Dice's remaining minions Mangosteen and Phear Lap. She sends her goons out, but the duo shocks the goons and defeats them. Mal retaliates and destroys them as Jafar arrives. Then, the Devil appears and reflects Mal's attack with his magic, before defeating Jafar. Mal turns into her Dragon form and manages to put up a good fight against the Devil's snake form but she quickly defeated as well, and retreats.

Returning to their castle Maleficent and Jafar argue over their next move while Hades gets imprisoned in the Devil's realm.

Part Three[]

In a world of dinosaurs, a Tyrannosaurus Rex and some Velociraptors are stalking some other dinosaurs, but Grim Matchstick has been sent out by The Devil to take over the land. The dragon uses his eyes and fireballs to take out the Raptors and the T-Rex. He is now the new top predator of the Dinosaur World.

A Mysterious stranger sends Mr. Winkie to wonderland to take out the new ruler (Baroness Bon Bon). When he gets there he sends out his Weasels to get rid of one of Bon Bon's minions, but one minion is too fast for the weasel, who accidentally hits Winkie on the head. Finally, the Baroness uses her living castle to get rid of the weasels.

Percival C. McLeach goes to the Treetop Troubles to avenge Clayton and hunt down the Dragonfly himself but the giant Woodpecker hits him and Joanna. The poacher survives and shoots down some henchmen but the Dragonfly arrives and knocks him down. McLeach then falls off a waterfall.

Ursula, who sees Carla Maria as a threat, turns her pet eels Flotsam and Jetsam into a Hammerhead Shark and a Whale. Sadly, when they get there, the giant mermaid she crushes Jetsam with some falling ice. Flotsam attempts to hit her but another one of her traps kills him.

Captain Hook decides to take out an old rival Captain Brineybeard, Mr. Smee sends out the Pirates to attack him, but one of Brinybeard's traps takes out two of them, as well as Hook. He then uses a Shark to knock them out.

Professor Ratigan is drinking with his minions but then he gets attacked by Werner Werman's Robot Cat. He goes feral on it but eventually the Cat knocks him off Big Ben.

Bill Sykes sends out Edgar paying him to rob a train but it turns out to be The Phantom Express. The ghost frightens the butler, who ends up driving into the river. He survives, but the Skeleton Conductor chases him into a stone windmill, which he crashes into.

Judge Claude Frollo gathers his alliance, consisting of Governor Ratcliffe, Lieutant Colonel Staquait, Werner, Hook who survived his encounter with Brinybeard, Gaston, Brom Bones, Honest John, Gideon and The Coachman, who is up to something...

Rumour Honeybottoms decides to team up with Wonderland's Current ruler Baroness Von Bon Bon.

Ratigan survives his fall and meets up with the hooded stranger which turns out to be Pete. Pete shows Ratigan his alliance, consisting of Dr. Drakken and Shego, Negaduck and the Gang of Megavolt, Bushroot, The Liquidator and Quackerjack, his henchmen of Weasels and The Beagle Boys and Brer Fox and Brer Bear.

Meanwhile back at their castle Maleficent and Jafar begin a new plan to save Hades from The Devil.

Part Four[]

Maleficent and Jafar start their plan to free Hades. Maleficent turns Iago into a Phoenix and they go into the Devil's realm. The Devil and King Dice notice the duo. Devil shocks Maleficent's Goons, but Iago gets rid of one of their henchmen. Sadly, he gets hit by the Devil. Jafar turns into a Cobra but gets smacked by Dice. Maleficent upgrades Iago's phoenix form giving him the powers of A Firebird. After a brief fight, The Devil crushes him in a rockslide and turns Jafar back to his human form. Iago reverts back to his original form and Maleficent frees Hades as the trio retreat back to their castle.

The Tipsy Troop sent by King Dice sneak into the Marshes of Morva where they find The Witches and try to kill them so they cannot join Maleficent's team however the Witches magic kills the trio.

Hearing that Dr Kahl has used Yzma's potion to bring his robot to life Pete asks Shego to dispose of it but gets knocked out by the laser however she recovers destroying the robot facing the doctor himself who injures her again but she defeats the doctor as Pete's gang of weasels arrive to arrest the scientist, much to Shego's joy in having succeeded in defeating an enemy.

Pete demands that Dr. Drakken will help him in the war so the scientist tells him about two ravenous beasts he captured and tamned the bear Lumpjaw and a savage Wolf they are sent out to eat any bosses they find and they target the giant flower Cagney Carnation Lumpjaw picks up a rock but get knocks out by Cagney as he recovered the Wolf and him try to attack her but gets knocked out by the thorn missiles as the Wolf climbed up a tree he gets shot by Cagney as Lumpjaw grabs a log a sunflower bomb makes him fall into the river.

Maleficent uses her magic to posses Willie The Giant so he can help defeat The Devil and his allies Willie finds a Cyclops and attacks it with strength and mace but the beast throws some rocks at him knocking him out as he recovers he attacks the Cyclops the castle crumbles and he hits the Cyclops with his mace as the giant falls to his death.

Kaa tries to get Ribby and Croaks to join Scar's alliance and tries to hypnotize them but the amphibians refuse as Ribby hits the Python as he recovers he beats him up knocking him off the tree as he slithers away.

Brer Fox and Brer Bear try to invade Prince John's Castle which Pete wants to take over but soon find it invested by bees as Brer Bear knocks out one of them with his bat but Rumour Honeybottoms orders her troops to attack Brer Fox as uses her staff to put a beehive in his head who throws it at Brer Bear as they chase the predators away.

Frollo has forced himself to go to the Festival of Fools and is unamused by the antics of the magician Sarousch but when Beppi the Clown interrupts his performance Sarousch tries to get him out of the Festival by summoning the Pink Elephants and Heffalumps and Woozles as he uses the go-cart to make a few of the elephants disappear as a heffalump hits a cork at the cart the elephants attack it as it rams over a heffalump then the elephants and then into the pavillion where Frollo was watching.

Noticing that Edgar hasn't returned Sykes drives off to rob the Phantom Express himself. Sykes lets his dogs Roscoe and Desoto bite at the ghost inside the caboose, but they are startled by the skeletal conductor and are shoved onto the tracks below. Enrages, Sykes shoots the conductor and forces his car onto the tracks, only for the express to detatch its own head and blow up him and his car.

Noticing the losses of his allies, Pete recruits Mortimer Mouse and the Big Bad Wolf promising them fame and food.

Brom Bones finds Edgar, who has survived his encounter with the Phantom Express, asking him to join Frollo's alliance.

Ribby and Croaks team up with Wally Warbles, his son, and the dragonfly.

Cagney Carnation joins Rumor and Baroness Von Bon Bon's alliance.

Yzma finds her old friend the Witch Madam Mim and turns her back into a human.

Hades is still celebrating his escape from the Devil's prison as Maleficent and Jafar show him new allies Pluto, The Witches of Morva and Queen Nasira Deluca, Jafar's sister as Chernabog spies on Facilier's Tombstone.

Part Five[]

A Weasel spy of Pete’s sneaks into New Wonderland (the name of the combined empire consisting of England, Wonderland and Bon Bon’s Candy Kingdom) and sees Prince John, along with the members of Pete’s Alliance who failed to ambush Baroness Von Bon Bon and Rumor Honeybottoms (Winky and Brer Fox and Brer Bear), toiling away in the rock pile. He also gets a good look at the many guards that will be guarding the area from attack, including John’s former guards and Rumor’s bees.

Even though he is now working for Pete, Ratigan is still bitter about his defeat at the paws of Werner’s robot cat. So he recruits two cats and sends them to go seek out Werner for themselves, promising them that a giant rat is extremely tasty.

The ruthless Queen Grimhilde decides to make her move in the war and gathers her alliance, consisting of her loyal Huntsman, the hunnic warlord Shan Yu and the aristocratic noblewoman Lady Tremaine

Ursula is wondering what has happened to Flotsam and Jetsam. Meanwhile, In her part of the ocean Cala Maria executes the two aforementioned eels with an electric blast.

Pete continues to recruit allies. He teams up with an elite team of dogs and promises them great riches for their service.

Jafar has great news for Hades. He tells him that the Cyclops is still alive, as he was not present and Mount Olympus at the time of the Devil’s takeover. Upon hearing of this news, the God of the Underworld decided that he will send his monsters, including the Cyclops, to attack the Devil. Jafar thinks this idea is foolish, knowing that the Cyclops will be slain by the Devil. Hades says that he is aware of this, but knows that the Cyclops is strong enough to slay most of the Devil’s goons before he himself falls. Jafar reluctantly agrees to gather the monsters, remarking that this can only end badly for Hades.

In a dark place populated with all manner of ghouls and ghosts, Gideon Gleeful summons the chaotic and powerful Bill Cipher.

Maleficent recruits an old Witch to spy on the Devil. However, on her way to Inkwell Hell, the Witch comes across a furious giant named Glumstone the Giantand his army of gnomes. The Witch disposes of the first few gnomes, but eventually they start bombarding her with darts. It is too much for the sorceress and she attempts to escape, only to be hit with blasts from the gnomes’s cauldron. Glumstone then drags in an angry bear, which strikes the witch, knocking her into the cauldron. The Witch tries to run away, but the effects of the cauldron turn her to stone.

The crooked vulture Ben Buzzard is lurking around the streets when he spots Hilda Berg, a strange half-woman and half-zeppelin. Ben is running low on planes and decides to kill Hilda and use her parts to make new planes. He flies up and causes a gas leak in Hilda. He then sets fire to the gas, resulting in a terrible explosion. The vulture assumes Hilda is dead, but then sees that she has turned herself into something that resembles the constellation Gemini. Ben tries to retreat, but is shot in his rear by one of Hilda’s mini-zeppelin goons. Hilda throws a ball of fire at Ben, who dodges it. However, the ball then fires a blast of smaller fire which hits Ben, knocks him out of the sky and sends him plummeting down to the ground.

The alligator Sewernose is performing, when he is interrupted by Beppi the Clown, who thinks he is stealing his thunder. The clown attacks Sewernose, who attempts to defend himself, even when Beppi turns into a giant balloon and shoots dogs at him. The alligator dodges the dogs, but is hit by Beppi’s roller coaster. Beppi then gets his horse to shoot horseshoes at Sewernose, sending him flying and causing him to get his head stuck in a tuba. Sewernose is then pushed into the pipes by Beppi, which flushed him into the sewers.

King Dice sends two of his surviving goons, Phear Lap and Mister Wheezy, out to look for allies. As they search, they are about to be ambushed by the Huntsman. Wheezy spots the Huntsman and vanishes, emerging behind the man, then burning his hand with his flame breath and making him drop his knife. Phear Lap then tosses magic gift boxes filled with horseshoes at the Huntsman, knocking him around. Wheezy then burns Humbert alive by spitting more flames at him.

Foulfellow and Gideon, after receiving a mysterious letter, are heading to meet up with someone. To get there, they must get through a freaky funhouse. On their journey, they find a One-Eyed Wall blocking the way. The Wall sends toy ducks and cars, and Foulfellow and Gideon use mallets to destroy the ducks. The Wall then knocks Foulfellow over, and he is knocked around by the toy cars. Gideon then strikes the Wall in its eye as hard as he can, killing it. As it dies, the Wall opens up, allowing the crafty duo to walk through it

Alameda Slim, The Willie Brothers, Rico and Mr. Wesley join up at a mysterious part of town where they are told lives “a kind of cow you’ve never seen before”. Then Wesley is knocked unconscious by a blast of strong snake oil. Slim confronts the attacker, only to see that they are the cow. To Slim’s horror, this cow is not only a Toon, but also dressed as a Sheriff. Since she wants people to think she’s the real deal, the cow attempts to arrest Slim and knocks him out by throwing a safe at him. After this, the rustler’s henchmen attack. The Willies and Slim’s buffalo are easily knocked out by the exploding dynamite Esther’s vulture friends throw at them, as well as the blasts from her snake oil shotgun and the hard gold sucked in by her vacuum. Rico prepares to shoot the cow, but is knocked down by a safe. Alameda recovers and throws spurs at Esther. He then tries to shoot her, but one of her horsefly minions knocks his gun out of his hands. Another horsefly is easily destroyed by Slim’s fire poker, but a dynamite explosion sends the rustler flying. Esther then lassoes Slim and arrests him.

Mortimer Mouse is able to get into the Candy Kingdom section of New Wonderland and challenges the queen, saying her goons are no match for him. She accepts the challenge and sends her minions at him. He takes out the Candy Corn with a cannon and uses boxing gloves to deal with her Jelly Bean soldiers. Then the Muffin attacks and he is too fast for Mortimer and knocks him into a wall. When the mouse recovers, he is shot into another wall by the Baroness herself. Mortimer then drives away as fast as he can.

Madam Mim, on the hunt for new allies, finds the pyramid of the mysterious Djimi the Genie. Having heard that Djimmi is incredibly powerful, Mim boasts that she is much stronger than him and challenges him to a duel. Djimmi accepts. Mim turns into a snake, but is injured by the genie’s swords. Djimmi then drops a rock on her head. When she recovers, she turns into a crocodile and tries to intimidate the genie, who decided to send his minion, Cuppet to deal with her. Cuppet shoots at Mim, who turns into a tiger. The tiger Mim is knocked down by a wave of bullets coming from Djimmi’s turban, and is shot again by Cuppet. Then the sorcerer Mozenrath arrives and finished off Cuppet with a magical blast. He then threatens Djimmi, who decides to leave now he is outnumbered. After he vanishes, Mozenrath and Mim decide to team up.

Sir Hiss and the Sheriff of Nottingham are freed from prison by Rumor Honeybottoms, in exchange for them serving her.

Wally Warbles recruits three strange vegetables.

The Moonshine Mob is having a meeting, while a certain bat spies on them.

John Silver and his pirates arrive at Neverland, where Brineybeard is living.

Ratcliffe recruits Amos Slade for Frollo and the hunter accepts the offer.

The Devil sends King Dice out in a mission.

Hades and Jafar rally Hades’ m o n s t e r s and send them on a mission.

The cards and guards of England are patrolling while the Sheriff sleeps. Suddenly he hears the bulldog pilot of the Howling Aces arrive, sent by Pete. After some banter with Trigger, the Sheriff orders his men to charge. The bulldog quickly knocks out a rhino, and a puppy in his plane throws some tennis balls to trip up the charging Sheriff, who crashes to the ground. The bulldog knocks out a card with a makeshift cat “machine gun” and flying fire hydrant missiles confound the dim-witted rhinos. The bulldog clobbers the Sheriff again, but a massive pack of card guards swarm his plane and dismantle it, sending him flying into the distance. The puppies attempt to get payback for their captain, but are dispatched quickly by the Sheriff, the guards and Captain Crocodile. As the army prepares their weapons, the leader of the Howling Aces, Sergeant O’Fera arrives in her enormous dog shaped plane. O’Fera fires a laser that instantly dispatches Trigger and Crocodile, then fires two more to scatter the cards. Even The Executioner Guard is obliterated by a laser. Sheriff finally decides to bring out the big guns and has his men wheel in a catapult, which he fires to deal great damage to O’Fera’s plane. Not wanting to risk a crash, the sergeant retreats.

Frollo, starting to become suspicious of Werner, due to the rat’s apparent negligence (he mysteriously has not been showing up to meetings) decides to test his skills by sending him to kill one of the people Frollo hates most, the Romani. Werner, on his mission, stumbles across the greedy Romani puppeteer, Stromboli. Stromboli at first thinks this is some kind of joke, and smacks the man-sized rat around. Meanwhile Si and Am arrive on the scene just in time to see Werner clobber Stromboli with a barrage of trash from his rat-apult. Thinking Werner looks absolutely delicious, Si and Am jump into the fight, only to quickly retreat once the rat shows his weaponry. Bored of the fight, Stromboli tosses an axe into the gears of Werner’s tin can, causing it to explode. Si and Am, believing Werner is vulnerable, move in for the kill. Suddenly Werner reveals his flamethrower and quickly incinerates the Siamese cats. Stromboli is next to perish, getting set ablaze and burned alive by the rat’s weapon.

Silver, believing Brineybeard has lots of treasure, sends Scroop to go get it. The crab alien arrives at the docks and threatens Brineybeard. Brineybeard refuses to hand over his treasure to the opposing pirate, sending in his squid ally, which is instantly knocked down by Scroop, who then effortlessly dodges an attack from Briney’s living barrel and cleaves through his summoned dogfish. Scroop starts to climb up Brineybeard’s ship, and leaps at the captain. Briney is prepared however and pulls out an octopus “gun”, which shoots ink pellets at Scroop, who trips, crashing into the ship’s flag and falling off. Before Scroop can fully recover from this, Briney calls in his shark ally, which devours the crustacean-like pirate.

Shan Yu and Lady Tremaine discover the icy palace of Mortimer Freeze. They wish to take it for the Evil Queen, but the wizard refuses to give up without a fight and summons his icicle minions, which are blasted down by Tremaine’s magic wand. Freeze summons a whale, but Tremaine simply teleports it away. Meanwhile, Shan Yu’s Huns charge in, but Freeze blasts them with magic spells. Shan Yu and Tremaine prepare to strike down the wizard, but he transforms himself into a monstrous snow golem, and sends avalanches at the Huns. Tremaine makes an attempt to disintegrate him, but Freeze summons a sharp icicle out of the ground, which redirects the spell back at Tremaine, destroying her and her daughter Drizella Tremaine, who made the fatal mistake of standing too nearby. Shan Yu attempts a tactical retreat, but is consumed by another avalanche sent his way by the golem.

King Dice invades the Evil Queen’s palace and tries to seduce her. It doesn’t work, and he has to resort to sending his minions at her. However, the Queen uses her black magic to scatter and disintegrate them. Then she uses another spell to knock down Dice. The Devil’s Number One, knowing that the Queen’s most prized attribute is her beauty, decides to bring out his ace card, a magic potion. Dice throws the potion at the Queen who is transformed into a hideous hag, much to the six-sided showman’s amusement. The putrid peddler flees the castle, which Dice claims in the Devil’s name.

The evil Bill Cipher decides that his first victim shall be the Phantom Express. Accompanied by the Lonesome Ghosts, he challenges the ghoulish train. One of Cipher’s ghosts is able to dispatch the Blind Spectre by clobbering the spirit with a plank. The next foe to emerge is the Skeleton Conductor. On Cipher’s orders, a ghost bursts a gun in the skeleton’s face, taking him down. More threatening are the two lightning breathing ghouls which scare away the Lonesome Ghosts with an electric blast. Cipher decides to take matters into his own hands and quickly melts one ghoul, then the other. The head of the train itself then enters the battle, but Cipher is not afraid. Growing to an enormous size and sprouting multiple fists, he pummels the train into submission, winning the battle.

The Casino minions of King Dice are talking (including Wheezy and Phear Lap, who were unsuccessful in finding more allies) when they are attacked by the Cyclops and the other monsters recruited by Hades. Wheezy is able to take down the Erymanthian Boar with a fireball to the face but is stepped on and crushed by the Cyclops. Chips Bettigan attempts to avenge the cigar but a mere flick from the Titan destroys him. Mr. Chimes, the monkey, blasts the Nemean Lion in the face, and with the help of Phear Lap’s explosions, knocks down the Minotaur, Griffin and Gorgon. Pirouletta manages to hurt Nessus once with her dance-based fighting, but a pinch from the centaur takes her out of the fight. Phear Lap and Chimes once again prove a deadly combo, with the skeletal horse’s bombs knocking Nessus into the air, and Chimes’ magical cymbal blasts knocking the centaur out. However they both prove to be no match for the Cyclops, who knocks them down with a single slap, then buries them under rubble. Just as the one-eyed giant is about to claim the Casino, the Devil himself arrives, and decimates the monsters. He blinds the Cyclops, magically chokes out Cetus, blows up the Harpy, sends the Nemean Lion flying. Before the Cyclops can recover the Devil turns into a dragon-like serpent to trip him up, then blasts him off the edge of a cliff into the pits of Inkwell Hell.

Pete’s Weasel spy tells him what he saw at New Wonderland. Mortimer Mouse also lets Pete know of his failure. However, they are interrupted by Sir Hiss, who was sent to spy on them by Rumor Honeybottoms. Hiss claims he escaped from prison and will aid Pete, but Mortimer thinks something is suspicious…

Lumpjaw and the Wolf survived their fight with Cagney, but with no master they are about to turn on each other. However, a mysterious vulture tells them to join him, since he could help them…

Shere Khan, fearing that Wally will attack his part of the jungle, recruits some beasts to serve both him and Scar. He also makes sure to let Kaa know what will happen if the snake messes up again…

Mim returns to Yzma accompanied by Mozenrath and finds that Yzma has recruited someone else to help them.

Foulfellow and Gideon arrive at their destination, and find the Coachman and Werner Werman. The Coachman reveals that he and the rat made deals with the Devil, and that if he brings the Devil Frollo’s soul, then he will be free…

The Devil, enraged that all the remaining Casino Henchmen are now dead, demand that Dice find out where Cala Maria and Grim Matchstick are before their contracts expire.

Maleficent has found out about the Cyclops’ death and she is furious. Hades yells back at her while Jafar groans.

Chernabog decides to make his move in the war, and resurrects a deceased player…

Part Six[]

Pete hires the Mad Doctor and Doctor Frankenollie to rebuild Doctor Kahl’s Robot for him, as he still has the remains of the robot from when Shego destroyed it. They oblige, much to the thuggish cat’s delight.

Meanwhile, the sneaky Sir Hiss begins his mission of sowing distrust throughout Pete’s group and successfully convinces the Howling Aces to leave the alliance and head elsewhere. Fidget returns to Ratigan, telling him about what he saw from the Moonshine Mob.

Ratigan is annoyed, since he was hoping Fidget could get information about Werner Werman and Katzenwagen but soon realises that this presents him with an opportunity…

Coachman escorts a nervous King Dice across the sea to Cala Maria’s lair.

Jafar mocks Hades about the demise of the Cyclops, and then reveals that he knows a way that they could secure an even more powerful ally…

Shan Yu, after his death at the icy hands of Mortimer Freeze, finds himself in Inkwell Hell. He finds the imps Pain and Panic, who have been plotting an escape to find their old master Hades. Shan Yu intimidates them into telling him how to escape, and they tell him the best possible route out, which they had determined from their time spent serving under the Devil after he dethroned Hades. Said route is still heavily guarded, but Shan Yu is prepared and most of the guards are focused on the other prisoners of Inkwell Hell). The first foes he encounters in his way are a few of The Devil's Imps, which he quickly slices through as if they were little more than flies. More threatening is an enormous torturer demon, who uses his whip to knock the warrior down. He then threatens Shan Yu and prepares to bring his axe down on his head, but Shan Yu grabs the weapon and throws it aside, disarming the demon, and then pushing him down into a pit of flames. As the infamous Hun continues his escape, he is noticed by the Devil’s Henchmen, who informs his boss about the escaping prisoner. Enraged, the Devil decides to summon two monsters to stop Shan Yu, a huge Red Dragon and the Tyrannosaurus rex that Grim had slain earlier in the war. The dragon knocked Shan Yu down but before it could finish him off, he sliced at it with his sword. As it recovered from the blows, the tyrannosaur charged in, also landing a successful blow on the Hun with its powerful jaws, sending him sprawling. When the dinosaur loomed over him, Shan Yu shoved his sword deep into its eye, blinding it and causing it enough agony to give up on the fight. The dragon, however, had taken to the air and blasted fire at the Hun, who dodged the flames, but was injured by the massive reptile’s jaws as it came back down. The dragon lunged once more but Shan Yu stabbed it in the heart with his sword, infuriating the Devil. The hot-headed demon then becomes even angrier as Shan Yu mounts one of the demonic horses belonging to The Four Horseman and rides away on it, escaping out of the Devil’s sight, leaving the infamous demon to his tremendous meltdown. Meanwhile, Pain and Panic had followed the warrior, hoping that the chaos caused by his escape could let them escape unnoticed, and are also about to get away. However, they are spotted by Henchman and Stickler, Inkwell Hell’s infamous auditor. Both demons confront the imps, who quickly make a break for it. Henchman shoots out skull projectiles at them to knock them down, while Stickler rambles on and on about the rules they are breaking. Pain and Panic decide to fight, and both transform into snakes and lunge at their opponents. Henchman, thinking quickly, grabs the two and throws them away, expressing his disappointment in them as they turn back, while Stickler continues to ramble. Angry, Pain and Panic lunge once again, this time actually knocking down Henchman. Stickler is about to point out yet another rule in his rule book, when Pain and Panic, out of pure spite, fire a bunch of magical arrows that pierce right through the book. Worried that this scrap could attract attention, Pain and Panic flee, managing to lose their two very befuddled foes.

A huge bear wants to hibernate through the remainder of the war so he heads up into what he believes to be a mountain. In reality, it is Glumstone the Giant. Glumstone sends his gnomes to chase the bear away, and two gnomes manages to hit the bear by with their darts. However, this merely angers the beast, and he destroys all attacking gnomes with a few swipes of his massive claws. Glumstone calls in his geese friends to swarm the bear, but it scatters the flock with one swipe, sending feathers flying everywhere. Glumstone then pulls out his own bear, but the black bear knocks it away with another blow. Annoyed, Glumstone decides to take matters into his own hands and shoves the bear off of him, and it plummets to its death.

Jafar tells his sister that if they want to be truly powerful, they need a genie. Deluca, disguised as a snake, sets off to find a lamp, and sneaks into the home of the magic lamp of Djimmi the Great. She instantly threatens the genie, turning into a monster. Djimmi however, has been a free genie for a long time and does not want to be a prisoner again, and sends one of his ghosts to deal with the serpent, who incinerates it with her fire breath, before sprouting an extra head to be more threatening. Djimmi decides to hide some time and summons his pillars to distract the monster before disappearing. Deluca blasts through the pillars with her fire, and Djimmi reappears right between the serpent’s two heads, having come up with a plan. He annoys the transformed sorceress by shooting out his jewels at him, angering her enough to the point where both of her heads start to breathe fire. Djimmi then teleports away, causing both heads to incinerate each other. Djimmi then finishes off Deluca by disintegrating her with a powerful spell.

The sly fox, Foxy Loxy, is recruited by the Big Bad Wolf, who wants the fox to gather him a meal of chickens, promising him half of them. The fox obliges and soon finds a chicken coop. Unluckily for him, the phony sheriff Esther Winchester is also scheming to take these chickens to sell. A brawl quickly breaks out. Esther shoots Foxy, knocking him down. Irritated, the fox recovers, as Esther sends one of her horse-fly minions to deal with him. Foxy throws a plank of wood at the horsefly and destroys him, and then notices Esther preparing her lasso. The cunning fox counters this by firing another plank of wood out of a slingshot at the cow bandit, throwing her aim off. She retaliates by shooting a safe out of her vacuum, clobbering the fox. Foxy isn’t giving up though, and lunges at Esther, knocking her down. As the fox taunts his foe, she gets up and uses her vacuum to suck up a nearby bar of gold, which hit the fox in the head. Esther then finishes both the fight and her opponent by sucking the dazed Foxy into her vacuum.

Morgana, holding the Trident, wants to take control of the ocean. Not every sea creature is willing to surrender though, and one of those rebels is the enormous Cala Maria. Cala first shows her spite for the sea’s new “ruler” by blowing away Morgana’s pint-sized shark Undertow, and then threatening to eat Morgana herself. Battle begins, and Cala takes her Medusa form. However, the powerful magic from Morgana’s trident force her back under water. Morgana believes she’s won, but Cala re-emerges, lashing out at Morgana and hurting her enough to make her drop the Trident in the ocean. As a now weakened Morgana cowers, Cala fires off her petrification gaze, entombing the octopus witch in stone. King Dice then arrives on the scene, and is horrified by Morgana’s fate. Quickly, however, the Devil’s Number One comes to his senses and invites Cala for a little chat. The mermaid agrees, but not before using her tail to knock the petrified Morgana into the ocean, where she sinks.

Negaduck has heard that Cagney is affiliated with Rumour and Baroness and so decides to fight fire with fire (or plant with plant) and sends Bushroot to handle the fierce flower. Bushroot brings his plant minions and when he finds Cagney, he orders his cornstalks to fire on the flower. This hurts Cagney, but he stretches out and hits Bushroot right back. One of Bushroots servants throws fruit at Cagney, but he knocks it down with a boomerang. Cagney then calls forth his own minions, the Toothy Terrors, and the flying Toothy Terror Chasers swarm around Bushroot, making the cowardly supervillain panic. Bushroot then calls up a large snake-like root from the earth, which bites at Cagney, who hits it with his acorn projectiles. The amount of Toothy Terrors on the battlefield is now far too many for the plant serpent to handle, and it disappears back underground. Angry, Bushroot orders his minions to throw more fruit at Cagney. Once again the flower recoils when hit, only to lunge out and hit Bushroot. Bushroot then has his cacti minions destroy the Toothy Terrors and hurt Cagney with their needles. Enraged, the flower takes his more dangerous and thorny form, and uses his thorns to shred Bushroot’s cacti. Terrified, Bushroot tries to flee, but the thorns grab the plant-based villain by the throat. Cagney then slices Bushroot to the point where all that is left of Bushroot is a single tiny root with his head, which meekly slithers off back to Negaduck.

While Bushroot is focusing on actually helping vanquish his boss’ enemies, Quackerjack had been distracted by the opening of a funfair with living toys, which he considers to be competition to him and his own brand of crazy toys. Quackerjack first sends in a teddy bear to attack, but a toy wizard sends a magic blast that disposes of it. Quackerjack avenges the bear by shooting a boxing glove out of his gun that causes the toy wizard to burst. Quackerjack then sees a living balloon, and bursts it by throwing a tennis ball. However, when it bursts the balloon splits into several bullets which knock the crazy clown down. Quackerjack recovers though, and sends his wind up teeth to bite rip apart two toy clowns. Finding some more clowns inside a tent, the supervillain has his toy soldiers shoot them down. He finds yet another batch of clowns and calls forth his toy soldiers with flamethrowers. Though he initially forgets to wind them up, they quickly manage to destroy the clowns. A toy gun then appears, scaring away Quackerjack’s wind up teeth. The gun shoots away the toy soldiers, but falls to a blast from one of the jester duck’s “toy” cannons. A toy wizard and a toy clown appear on the scene, but Quackerjack reveals his first-breathing rocking horse, which incinerates then. Finally, Quackerjack encounters the head of the funfair, a living shooting range. The machine shoots toy ducks at the jester, knocking him down. Deciding that this is the final straw, Quackerjack brings out his secret weapon, an incredibly dreary doll who rambles on and on until the shooting machine is literally bored to death. After this victory, Quackerjack claims ownership of the funfair and the remaining toys surrender to him.

Nuka really wants to fight in the war, but Scar and Zira don’t take him seriously, sending him off to handle Wally Warbles’ baby bird that they also aren’t taking seriously, much to the lion’s frustration. When on the hunt he finds the baby bird, otherwise known as Willy Warbles. Nuka pounces but Willy Warbles wastes no time in bringing out his laser gun, knocking Nuka down with one blast and then humiliatingly shooting him in the behind twice for good measure. Willy then uses his the protective spiky eggs that circle his nest to wallop Nuka once, and then knock him on his back after he tries to pounce on Willy again. Suddenly, the enormous bear Lumpjaw enters the scene, accompanied by Mzingo and the Wolf. Nuka is at first afraid, but realises that Mzingo wants to help him. The vulture orders the Wolf to attack, but Willy refuses to give up and injures the predator with his laser. Nuka then swipes at the bird, distracting him for long enough so that Lumpjaw and the Wolf can smash the spiky eggs protecting him. Willy, upset by this turn of events, bursts out crying and retreats. Nuka and his new allies gloat over their victory.

A scraggly old tiger sets his sights on Wally Warbles, who has grown back his feathers and has come to the jungle to get revenge on Shere Khan and Sabor. To skinny old Raja this looks like a banquet, and the tiger launches an attack. Wally is prepared however, and shoots out an egg. Raja dodges it, but when it hits a tree, the eggshells break up and hit the tiger on the head, irritating him. While he looks behind to see what hit him, Wally shoots out another egg that directly hits Raja in the face. Raja then attacks Wally with his teeth and claws, angering the bird enough so that he begins shooting out feathers at the tiger, disorienting him. Raja is able to bring a stop to this storm of feathers when he pounces at Wally, but Wally quickly recovers and sends another wave of feathers his way, sending the tiger stumbling. Then the fight is interrupted by the arrival of a hungry crocodile, who wants to eat Raja. Raja, fearing what Wally is about to do, tries to act friendly, but Wally doesn’t call for that and fires out his bullets, knocking the tiger into the open jaws of the crocodile.

The king of Naboombu, King Leonidas is playing chess with the jolly King of Games from the Inkwell Isles. The King makes a fool of Leonidas, but the temperamental lion is a sore loser, hitting his Secretary Bird, throwing the table over, and bragging that he would utterly dominate his fellow monarch in a football match. Leonidas is so confident that he says that the winner gets the opponent’s kingdom and the King of Games agrees. Both kings gather their teams on the day of the match, with Leonidas leading the Dirty Yellows and the King of Games gathering his Champions. All rules are thrown aside due to the absence of a referee and the match begins with the Dirty Yellows tossing the ball around. When The Pawns attempt to intercept the crocodile member of the team, the croc uses his tail to knock one pawn’s head off. The Bishop gets back at the reptile by using magic to set his tail on fire, causing him to lose the ball. The Queen hits the ball with her sceptre, trying to get it into the Dirty Yellows’ goal, but their gorilla goalie hits it right back, accidentally hitting King Leonidas right in the face, much to the amusement of the hyena Dirty Yellow. Annoyed by the cackling, The Knight uses his sword to send the Hyena flying. Meanwhile, Leonidas’ warthog teammate punches the Bishop so hard that his head disappears, much to the delight of the two watching Vulture Medics, who assume the Bishop to be deceased. When his head simply reappears separated from his body, the vultures are terribly disappointed. One of the Pawns kicks the ball, but it is nabbed by the Crocodile, who starts to run off with it, only to get stabbed in his backside by the knight, which is so painful for him that his teeth fly out of his jaws. The ever-annoying Hyena laughs hysterically at this, but when the Queen launches the ball so that it hits him on the head, he doesn’t find that so funny. The ball then lands in between the Warthog’s tusks. Leonidas tries using the Warthog as a wheelbarrow to push the ball into the goal, but the Knight snatches the ball, and kicks it. The Crocodile hits it right back, but the King of Games’ goalie, the enormous The Rook, blocks it and sends it flying back over to the Gorilla, who knocks it back, only for the King of Games himself to hit it back in return. Annoyed at how he is not winning, Leonidas orders his rhino teammate to intercept the ball before the Chess team can score a goal. The Dirty Yellows hold up the Rhino so that he can’t miss the ball, but it bursts on his horn and goes it flying so fast that it even knocks off the head of a Pawn. Enraged, King Leonidas roars for someone to “STOP…THAT…BAAAAAAALLLLLLLLLLL!!!!!” and the force of his roar blows away everyone on his team and everyone on the Chess team aside from the King, who manages to jam his sceptre into the ground and hold onto it. Seeing the deflated ball, Leonidas prepares to score a goal, but the King knocks it into the Yellows’ goal, winning the game and becoming King of Naboombu. The infuriated Leonidas once again takes his rage out on his long-suffering Secretary Bird.

Hook and Ratcliffe prepare to go on a naval expedition and raid. Not bothering to ask for Frollo’s approval, they recruit Professor Tetti-Tatti and Don Karnage to join them on this voyage.

In her mansion, Cruella has been gathering new allies after consolidating an alliance with crime boss Madame Medusa. However a cloaked ally gets on both Cruella and Medusa's nerves until the newcomer reveals herself as Lady Waltham, the sister of the famous hunter Clayton. She wants to avenge the deaths of her brother, and family friend McLeach, who were both killed by the Dragonfly. Cruella, comprehending her situation, accepts her into her alliance with Medusa, but not before Waltham introduces a new ally to her employers who she recently bailed out of prison.

Ratigan strikes a deal with the criminal feline Fat Cat, as well as the Toon Patrol Weasels, telling them that if they help him and his gang with their latest scheme, they will live lives of luxury under Pete. He then announces that their first target will be the Moonshine Mob, wanting to claim their loot.

Queen Grimhilde, stuck as an old Hag, recruits two fellow monarchs to help her, Queen Narissa of Andalasia and King Andrias of Newtopia. She gives them each an order, Andrias must go gather allies while Narissa must dispose of a potential threat.

Willy Warbles returns crying to his dad, upsetting the large bird. However, Wally’s allies cheer him up by saying they can get revenge on Scar’s allies for hurting him.

Scar is having a meeting with his allies (minus Ushari who isn’t present for reasons unknown to them). Suddenly, Nuka interrupts his father, bragging about how he defeated Willy Warbles. Neither Scar nor Zira are impressed by this, as Willy was just a baby bird but they are delighted when Nuka reveals he also recruited Mzingo and his two beasts. For the first time in years, Nuka gets appreciation from his parents. Scar concludes the meeting by sending Shere Khan, Sabor and Kaa off to hunt in the jungle.

The Devil is trying (unsuccessfully) to calm himself down after Shan Yu’s escape, when the lesser Underworld demon Pluto bursts into Inkwell Hell. Theatrical as ever, Pluto brags that he has much more style than his foe, which leads to them each trying to one-up each other, with Pluto having one of his imps play on the piano while the Devil plays his own tune on his piano. Then the Devil rallies his imps to begin a tap dance while Pluto has his imps perform a dance as well. However, much to Pluto’s fury, the Devil’s performance is much better than his. So, being a sore loser, Pluto ends the dance-off by blasting one the imps to ashes, threatening the Devi and then blasting another imp who made the mistake of goading him. The Devil, in response to this, decides that “playtime is over” and a fight breaks out.Pluto quickly calls in his imps, which surround the Devil, but aren’t much of a threat as the demon transforms himself into a huge draconic form, scaring away the enemy imps. Pluto himself fires another blast of fire that destroys his enemy’s throne, then scoring a successful hit with the second. Pluto then fires off one big blast that seemingly explodes the Devil, much to the Underworld demon’s delight. However, the Toon demon emerges from the smoke, and begins to surround himself with flames that engulf Pluto. The Devil creates a massive explosion, but when the smoke clears Pluto is nowhere to be seen, having fled the battle and retreated back to the Forbidden Mountains.

In Pellucidar, the new apex, Grim Matchstick, is prowling the coastline. Suddenly, Queen Narissa arrives in the region, accompanied by an angry Troll which she sics on the dragon. As Grim is high up on the air, the Troll climbs a tree in an attempt to reach him, only to be clobbered by the dragon’s tail and sent flying far away, angering Narissa. Grim then spews a fireball, but Narissa uses a spell to burst it, but is injured by laser rings the dragon shoots out of his eyes. Deciding to bust out the big guns, Narissa transforms herself into a huge fire-breathing sea serpent, her ensuing flame breath managing to injure her opponent. Narissa lunges at Grim but the dragon flies out of the way leading the serpent to crash into the water. Narissa recovers quickly and Grim opens his mouth and a bunch of marching fireballs head towards Narissa. Narissa then breathes a powerful blast of fire at Grim, hurting him badly. Realising he is now losing badly, Grim flies away, abandoning Pellucidar as Narissa gloats.

Pete decides to take some more prisoners to make himself seem truly dangerous. He and his minions find a bakery and locates Chef Saltbaker, catching him off guard. But even though the Chef isn’t at his full power and is outnumbered, he’s not planning on surrendering to a brute like Pete, and cuts Pete’s trousers with his knife, exposing the bully cat’s comical underpants to his minions. Pete’s Weasels rush to their bosses’ defence, but Saltbaker uses his mallet to knock one out and then uses his knife to cut the rope holding his wine barrels, which roll into the Weasels and knock a good number of them out. The Beagle Boys run in ready their swords against Saltbaker’s knife. However, with a quick swipe of his knife, Saltbaker is able to cause the Beagle Boys to lose their footing and slip over, frustrating their boss. Saltbaker then humiliates Pete even further by slicing off his peg leg and goading him. Enraged, Pete punches out the chef, and shouts for his minions, who have recovered. Faced with the army of Weasels and the Beagle Boys wielding a comically high amount of huge weapons, Saltbaker runs out of the bakery. Then, out of pure spite, Pete grabs a stick of dynamite and lights it with his cigar, then runs out of the bakery leaving the dynamite to explode, destroying the Chef’s beloved bakery. The Chef barely has time to mourn his cherished home and workplace before Pete’s forces rush at him again, forcing him to retreat while Pete laughs about his own cruelty.

Doof is waiting for someone to meet with him when he discovers Werner Werman, who wants to use Doofenshmirtz Evil Incorporated as a base of operation. Werner threatens Doof, and then attacks him by whacking him on the foot with a mallet before knocking him down with projectiles shot out of his rat-apult. As Werner charges, Doof knocks him aside with a wrench and threatens the rat with it. Werner grabs his own wrench and the two have a brief tussle before Doof is knocked into a pole by Werner’s rat-apult. Werner goads his enemy but is send skidding across the room when his tin can is blasted by one of Doof’s laser guns. Doof then shoots again, sending Werner flying into the ceiling, the spike on his helmet getting stuck in it, much to Doof’s amusement. Werner then presses a button than drops him back into his can and then shoots exploding tomatoes to knock Doof aside. Werner charges forth, about to finish off the bumbling scientist with his weapons before Doctor Philium Benedict, the man Doof was to meet with, arrives. Benedict’s men rush in and Werner, knowing he is outmatched, retreats, as Doof berates Benedict for not arriving earlier.

King Dice and the Coachman are trying to persuade Cala Maria to return to meet with the Devil. As they struggle to convince her, the navy headed by Hook and Ratcliffe arrives on the sea, intending to kill the giant mermaid after Tetti-Tatti spots her lair and alerts the others. Dice, Coachman and Cala spot the ships arriving (which are followed by Don Karnage’s planes) and Cala heads to deal with these intruders. Cala emerges from the water in front of Hook’s ship, and the hook-handed pirate yells for his allies to fire their cannon, but the enormous mermaid survives the blast. Cala then calls in her flying Pufferfishs, which Mr. Smee shoots out of the sky before Cala’s Seahorse shoots water in his face. Coachman, still thinking Cala can be an ally for the Devil, shouts for his henchmen to fire the cannons on his own boat, which knock out several of Hook’s men. As Hook’s second batch of pirates is ordered to fight back, Cala’s sea creature allies start making short work of them, with a turtle shooting bullets out of his shell at them, and Cala herself using a huge yellow fish to shoot an electrified dolphin into a pirate’s cannon, exploding it on him. Cala then blows Tetti-Tatti off the mast, which she then shoots out ghost pirates to cut down, leading to the sail burying many pirates. Enraged, Ratcliffe orders Karnage to fire from up in the sky, and the sky pirate is able to take out Coachman’s minions and injure the Coachman himself. Cala then starts shooting projectiles from a red fish, disposing of some more pirates and several of Ratcliffe's Colonists, before shooting Karnage’s Air Pirates out of the sky until only their leader is left. Karnage manages to shoot Cala’s fish out of her hands and then takes out the Turtle and Seahorse, before she brings back in the yellow fish and shoots his plane down, causing it to fall into the water. Hook, Ratcliffe and Tetti-Tatti then fire their cannons and harpoon guns at Cala, who dives underwater to dodge the onslaught. Believing that she has retreated, Hook’s pirates celebrate, only for Cala to re-emerge from the depths. Tetti-Tatti rushes to his harpoon gun, but Cala knocks it into the water. Meanwhile, Karnage has clambered out of the water and aboard Dice and Coachman’s ship, declaring himself unhappy with them before slashing Coachman’s leg with his sword. Dice grabs a plank and uses it to block Karnage’s sword before knocking him into the water. Cala then uses her gorgon form to scare Hook’s pirates and Ratcliffe’s men into jumping off the ship, leaving only Ratcliffe, Hook and Tetti-Tatti, the former two being quickly knocked down by Cala’s ghost pirates. Cala then uses her tail to create an enormous wave that destroys the ships. Hook, Ratcliffe and Tetti-Tatti emerge from the water, only for Tetti-Tatti to come face to face with an Electric Eel that swiftly devours him. Cala, out of amusement, gives the remaining seamen a head start, and they all swim or paddle away as fast as they can. Cala then turns back to Dice and Coachman, and Dice resumes his attempts at smooth-talking her before revealing a new contract he wants her to sign. Cala says she’s done serving the Devil and knocks Dice and Coachman into the water before they can explain themselves.

Ratigan and his gang enters of the Moonshine Mob’s hideout, planning to take their loot, and a brawl breaks out. Ratigan calls in his Weasel thugs, which take out most of the Fly Goons in the Mob. One Weasel points his gun at Charlie Left-Legs the Spider, who knocks a caterpillar into it, knocking the weapon out of the Weasel’s hands before being destroyed by the weapons of the Weasels. Two Weasels run at Charlie, but he runs between their legs, causing them to trip over each other. Mole, a member of Fat Cat's Gang, raises a mallet but one of Charlie’s bombs blows up in his face, though he survives. Another exploding bomb sends Smartass Weasel, the leader of the Toon Patrol flying across the hideout, causing the other members of the Patrol and Ratigan’s minion Fidget to burst out laughing. Infuriated, Smartass clobbers his lackeys before warning them that if they keep that up they’re gonna “die laughing”. Fat Cat then spots Charlie and punches him, dazing him enough for Smartass to throw a plunger at him and knock him down. The next member of the Mob to arrive is Madcap Maddie the Jitter Bug, and Ratigan has to duck our of the way lasers coming from her music box. Fat Cat’s cronies run in again, but Maddie kicks a pair of nearby dice into the face of Mepps the Cat. Ratigan then hits Maddie, knocking her down. She quickly begins to retreat as her music box is lifted away. Snout the Rat and Wart the Lizard, Fat Cat’s only two unharmed minions, aim punches at her but by the time they throw the punches, she’s already above them and they end up knocking each other out. Then, Sidney Snout the Anteater, the biggest and toughest member of the Mob, bursts onto the scene. Ratigan orders Fidget to dispatch the long-nosed hoodlum, but Sidney’s lashes out with his long tongue, making the bat stumble back into a table. Sidney is then knocked out by weapons thrown at him by the Weasels and when a massive sign labelled “KNOCKOUT” comes down, Ratigan and his gang celebrate, thinking they’ve won. However, it was only a trap, as under Sidney’s hat was the leader of the Mob, Hardtop Harold the Snail. Harold makes one last stand against the animal gang, shooting projectiles out of his megaphone that knock out Greasy Weasel of the Toon Patrol, but Ratigan knocks the megaphone out of his hands. As the Mob is finally defeated, Ratigan and his gang celebrate their victory.

Shere Khan is prowling the jungle with his allies when they spot Wally Warbles and his own allies preparing for a fight. Khan rallies the jungle predators that serve him, and they attack the bird’s forces. The fight kicks off with Sal Spudder shooting a ball of dirt at some Hyenas before, one of those Hyenas is hit by an egg spat out by Wally Warbles at knocked off a cliff, the big bird then using his feathers to knock down a Wolf. Ribby and Croaks punch out another Wolf from that pack, then knock another Hyena over the cliff. A Wolf from another pack lunges at the boxing frog, but is punched out along with a few other members of its pack. A pack of Jackals run in but are blasted aside by Chauncey Chantenay and Wally Warbles himself. Two big Striped Hyenas run in, but are incinerated by the Dragonfly’s fireballs. Sabor then attacks, pouncing on both Ribby and Croaks before Wally is able to knock her aside by shooting his bullets. Kaa, meanwhile, is dealing with the Root Pack. He bites into Sal Spudder, hurting the potato badly and taking him out of the fight. Ollie Bulb the Onion then arrives and begins crying, confusing Kaa who was expecting him to be tougher. Regardless, the constrictor snake whips out with his tail and takes Ollie out of the fight as well. Kaa is left facing down Chauncey the Carrot, who ends up in a hypnotic staring contest with the serpent. Suddenly, Chauncey shoots out a laser that zaps the snake and ends his hypnosis. While this occurs, Shere Khan himself is dodging fireballs shot by the Dragonfly, slashing it with his claws the second he finds a moment where the giant insect is vulnerable. Wally then flies over to face his old enemy, who pounces on him once he is low enough. The tiger lunges again, but is forced aside when Wally unleashes his storm of feathers. Khan then slashes at the bird, hurting him, and pounces again, but Wally’s bullets knock him right back down. Kaa, having recovered from Chauncey’s attack, heads towards Ribby and Croaks, but Croaks smacks the reptile in the mouth with a tree branch. Sabor then intimidates both boxing frogs before knocking out Chauncey before Wally uses his feathers and bullets to send the leopard falling away from him. Khan then gets up and bites Wally but by now the Dragonfly has recovered and hurts the tiger with a fireball. Kaa begins to retreat, swearing vengeance on Ribby and Croaks but the frogs aren’t letting him get away that easy and kick him so hard that he is left looking like an accordion. Khan and Sabor lunge at the Dragonfly, who shoots more fire at them. Though it misses, it ignites a tree and the fire spreads throughout the jungle. As the flames spread, the hyenas, wolves and jackals flee from the fire, as does Kaa. Sabor makes one final pounce but another fireball from the Dragonfly takes her out for good, leaving only Shere Khan, who is about to make his own last stand before another fireball sets his tail on fire. Terrified of fire, Khan runs away, abandoning what’s left of the jungle.

At Fat Cat’s Casino, Ratigan and his gang celebrate their victory over the Moonshine Mob by having a party with the illegal booze they swiped from the bootlegging bugs.

Looking for more allies for her and Rumor's faction, the Baroness comes across the magnificent, Chef Saltbaker and decides to bring him in for her faction, as his skills would be useful to create more minions for her. Wanting revenge on Pete for destroying his bakery, the Chef agrees.

Having heard of the King of Games’ victory against King Leonidas, Rumour visits Naboombu and asks for him to join her alliance.

The Sheriff of Nottingham was guarding the cell of Brer Fox, Brer Bear and Mr Winky when the infamous criminal Steelbeak arrived, and pays the Sheriff to let him take the prisoners away. After the Sheriff leaves, Steelbeak explains to his new allies that he works for F.O.W.L and his mysterious boss has sent him to recruit allies for the criminal organisation. Suddenly, Don Karnage, who decided to ditch Hook and Ratcliffe after his humiliating defeat, arrives, having been listening in to the conversation. He explains that he too would like to join F.O.W.L, much to Steelbeak’s delight.

Hook and Ratcliffe manage to clamber ashore after their ships were destroyed. However Frollo is waiting for them, and is enraged by their failure and the fact that they did not consult him about their voyage. Luckily for the pirate and the governor, before Frollo can punish them he is interrupted by the arrival of a new ally wishing to join him, the greedy Mayor of Hamelin.

After Morgana’s death, the Trident falls into Ursula’s clutches, much to the delight of the sea witch and her sister’s former minions.

Narissa is telling Grimhilde about her victory when Andrias returns, having gathered some powerful recruits for the witch’s alliance, such as The Dark Dragon, Duke Igthorn and Lady Bane, Winifred the Witch and her minions Bud the Snake and Lou the Spider, and an enormous giant known as Gustav.

Doof and Dr. Philium Benedict return to Benedict’s master, Xanatos who plans to make his move in the war, alongside his other ally, Demona.

Dice and Coachman wash up on shore, where the Devil is waiting for them. As the demon insults his allies, Grim Matchstick flies past, having fled from Narissa. The Devil is quick to force the dragon to serve him once again.

Shere Khan manages to track down Kaa and is about to make good on the threat he made a while ago. Luckily for the python, Scar arrives, confronting Khan about Sabor’s death. When he hears what happened, the lion is furious and berates the tiger and the serpent for their failures. Suddenly, the cobra Ushari reveals himself, revealing that the reason he was not at the meeting was because he had recruited Scar a new ally, the dangerous gorilla Tublat. Scar accepts the gorilla into his army, and as punishment for their failures, declares that Khan and Kaa will have to take orders from Tublat from now on.

After successfully escaping Inkwell Hell, Shan Yu spots the Forbidden Mountains off in the distance, and decides that he will head there next.

In the Forbidden Mountains themselves, Maleficent and Hades are furious at Pluto for failing to defeat the Devil. The demon tries to explain himself but they won’t listen. Eventually, Pluto leaves the alliance in a rage.

Meanwhile, Jafar, having heard about Deluca’s death, decides to start his own alliance within Maleficent’s, hoping they can help him to take control of both the Firebird and Djimmi the Great.

At Bald Mountain, Facilier and Chernabog’s other acolytes are meeting with Bill Cipher and his minions, with Facilier trying to make a deal with the demon. They are interrupted by Pluto, who wishes to join them, believing that he will be better off with them than with Hades and Maleficent. Facilier is intruiged by the demon, and introduces him and Bill to his master, Chernabog himself. After seeing the dark ruler of Bald Mountain himself in the flesh, Cipher and Pluto both agree to join the alliance, much to the delight of Facilier, the other Acolytes, and Chernabog.