Disney Versus Non-Disney Villains Wiki

A Spin-off Tournament from CKprimeval07

Number of Rounds (Part 1): 16

Round 1 (First Series):

Round 2:

Round 3:

Round 4:

Round 5:

Round 6:

Round 7:

Round 8:

Round 9:

  • Prologue: (Featuring: Frollo, Ratcliffe, Percy, Rameses, Gaston, Pete, Sa'Luk, Miguel, Tulio, Quasimodo, Juliana (Quest for Camelot), Tack, Pinocchio (D), Jiminy Cricket, Freddie, Daffers, Ray, Ariel, Scotty, Louis, Marina (Sinbad: Legend of the Seven Seas), Tiana, Naveen, Mr. Lickboot, Dr. Greed, Bill Sykes, Geppetto (D), Geppetto (Pinocchio and the Emperor of Night), Uncle Drosselmeier, Pinocchio (Pinocchio and the Emperor of the Night), Clara, and Pavlova)
  • Battle of the Toys (Featuring: Ballerina, Pinocchio (Pinochio and the Emperor of Night), Gee Willikers, Toy Soldiers, Clara, Figaro, Cleo, Hans/the Nutcracker Prince, Jack-in-the-Box, Pavlova, Tin Soldier, the Mouse King, the Mouse King's Mice)
  • Kenai vs. Niju (Also Featuring: Rutt, Tuke, Yak, Sumak, Koda, Nuk, Archive Footage of the Black Forest Wolves (used in the fight, between Kenai and Niju), Archive Footage of Koda's Mother (used in the escape scene of Kenai), Zira, Timon, and Pumbaa)
  • Escape from the Queen's Castle (Featuring: Queen Grimhilde, Captain Hook, Ariel, Freddie, Nessus, Tzekel Kan, El Supremo, Messina, Tiana, Ursula, Archive Footage of Avatar's Gun (used in the minor fight, between Freddie and Ursula), Daffers, Scotty, Naveen, Ogthar, Marina (Sinbad: Legend of the Seven Seas), Morgana, Lord Maliss, Louis, Ray, and Sinbad's Crew)
  • Prison Break (Featuring: Aladdin, Abu, Esmeralda, Goofy, Clopin, Odette, Chel, Mickey Mouse, Puffin, Moses, Tzipporah, Donald Duck, Frollo, Rameses, Odette's Friends, Jean-Bob, Speed, Hubie, the Camel (The Prince of Egypt), French Civilians, Miguel, Tulio, Pete, Sa'Luk, the Forty Thieves, the Beagle Boys, Pete's Weasels, Rocko, Street Thugs (The Road to El Dorado), Cortez's Warriors (cameo appearance), Gurgi, Stanley, Gaston, Tack, Juliana (Quest for Camelot), Quasimodo, Pinocchio (D), Omar's Friends, Dizzy, Stretch, Omar, Abis Mal's Thugs, Abis Mal, the Thief, and the Flying Carpet)
  • Interule (1): (Featuring: Odette, Quasimodo, Speed, Puffin, Chel, Miguel, Tulio, Pinocchio (D), Esmeralda, Tack, Jiminy Cricket, Stanley, the Seven Dwarfs, Gurgi, Snow White (Happily Ever After), the Seven Dwarfelles, Gorbash/Peter Dickison, Koda, Kenai, Bambi, Hazel, Hazel's Rabbits, Big Wig, Dandelion, Fiver, Silver, Pipkin, Blackberry, Captain Holly, Scar, Shenzi, Banzai, Ed, Shere Khan, Drake, General Woundwort, Claudandus, Timon, Pumbaa, Zira, Zira's Lions, Kaa, Ozzy, Niju, Ichy, Dil, Rinkus, Sierra, Pterano, Strut, Vervain, Nuk, Yak, Sumak, Niju's Wolves, Simba (shown in flashback), Littlefoot (shown in flashback), Littlefoot's Friends (shown in flashback), Cera (shown in flashback), Spike (The Land Before Time) (shown in flashback), Petrie (shown in flashback), Ducky (shown in flashback), Tarzan (shown in flashback), Freddie (shown in flashback), the Hyenas, Woundwort's Rabbits, Archive Footage of Mendel's Experiments (used in Scar's musical song: Be Prepared))
  • Interlude (2): (Featuring: the Drej Queen, Emperor Zurg, Zygon, Warp Darkmatter/Agent Z, Tyler, Stitch, the Iron Giant, Hogarth Hughes, Lilo Pelekai, Dr. Jumba, Pleakley, Marcus Octavius, Marcus' Alliance, Lyle Tiberious Rourke, Lt. Helga Sinclair, Shan-Yu, Hayabusa the Falcon, Kent Mansley, the 99 Puppies, Imprisoned Dogs (Plague Dogs), Pound Dogs, (Lady and the Tramp), Edgar, Aunt Pristine Figg, Aunt Sarah, Mr. Lickboot, Si, and Am)
  • The Royal Council vs. the Horned King's forces (Featuring: King Stephan, King Hubert, the King of France, Queen Uberta, Lord Rogers, the Emperor of China, Nemo, Princess Irene, the Sultan of Agrabah, King Nod, Queen Leah, the Horned King, the Horned King's Barbarian Guards, Dr. Facilier, Rothbart, the Grand Duke (D), the King's Guards, Clavious, Zelda, King Morpheus (Little Nemo: Adventures in Slumberland), Princess Camille, Icarus, Shadow Demons, Facilier's Shadow, Professor Genius, Sir Ector, Sir Kay, Ruber, Nekron, Prince Froglip, Froglip's Goblins, Prince John, Teegra, King Papa, Prince John's Army, Rhino Guards, Prince Phillip, Archive Footage of Maleficent's Goons (used in the minor fight between Prince Phillip and Froglip's Goblins), Madam Mim, King Jarol, the Sheriff of Nottingham, Taro, Yzma, Queen Gnorga, Blackwolf, Kashekim Nedakh, Blackwolf's Army, Blackwolf's Mutants, Archive Footahe of the Elite Hun Soldiers (used in the Emperor's capture scene by Blackwolf's Mutants), Chi-Fu, King Haggard, King Arthur (Quest for Camelot), the Queen of Hearts, the Card Soldiers, Flamingo Poles, Saruman, and Turnip)
  • Littlefoot & friends vs. McLeach (Also Featuring: Cera, Spike (The Land Before Time), Petrie, Ducky, and Joanna, Archive Footage of the Lost Boys' capture (used for the capture scene of Littlefoot and his friends)
  • The Forces of Francis vs. A.C.S. Sector B (Featuring: Edgar, Thomas O'Malley, Sykes, Cruella DeVille, Duchess, Duchess' kittens (Marie, Toulouse, Berlioz), Francis (Felidae), Jasper Badun, Madam Medusa, Pongo, Perdita, Aunt Pristine Figg, Ferdinard, Tramp, Lady Dodger, Rita, Itchy, Danny (Cats Don't Dance), Sawyer, Horace Badun, Snitter, Rowf, Oliver, Jerry, Si, Am, Jaune-Tom, Robespierre, Bluebeard, Archive Footage of the Hermann Brothers' electrocution (used in the death scene of Si and Am), Mr. Lickboot, Roscoe, Desoto, Francis (Oliver and Company), Tito, Einstein, Tom, Brutus, Nero, Mr. Snoops, the Alley Cats, Hit Cat, Peppo, Dr. Greed, Dr. Greed's Henchmen, the Manager, Platini, Unknown Corporate Manager, Scat Cat, and Shun Gon)
  • The R.L.S. Legacy vs. the Drej (Featuring: the Drej, Dr. Doppler, XR, Booster, Jim Hawkins, Morph, the Drej Soldiers, Mushu, Mulan, Captain Amelia, Osmosis Jones, Cale Tucker, Hornets, Regular-Hornets, Gune, Dagg Dibrimi, Akima Kunimoto, Drix, Dagg's Droids, Stith, Orin, Buzz Lightyear, the Drej Air Fleet, Mira Nova, Silica, Arthur (Starchaser: The Legend of Orin), the Iron Giant, Hogarth Hughes, Stitch, and Lilo Pelekai)
  • Julie, Colin MacLeod, and Dahlia vs. Rourke and Shan-Yu (Also Featuring: Rourke's Mercenaries, Hayabusa the Falcon, Lt. Helga Sinclair, and Germaine)
  • Epilogue: (Featuring: Commander Rourke, Dahlia, Colin MacLeod, Germaine, Julie, Princess Irene, Turnip, Princess Camille, Darkwolf, Darkwolf's Horse, Curdie, Derek, Nemo, Icarus, Professor Genius, Teegra, Aunt Sarah, Aunt Figg, Si, Am, Dr. Greed, the Manager, Unknown Corporate Manager, Peace, Avatar, Avatar's Mounts, Tinker Bell, the Lost Boys, Little John, Frodo Baggins, Maid Marian, Arthur (D), Archimedes (D), Lady Kluck, Weehawk, Frollo's Soldiers, Frollo, Tyler, Tyler's Scientists, Archive Footage of Moses' Ring (used for the plotline of the One-Ring to the Animated Universe), Taran, Archive Footage of the One-Ring (used for Taran))

Round 10:

  • Prologue: (Featuring: Lilo Pelekai, Stitch, Mulan, Jim Hawkins, Dr. Doppler, Captain Amelia, Mr. Arrow, Mushu, Cri-Kee, Osmosis Jones, Drix, Jerry, the League of Extraordinary Gentlemice, Orville, Tom, Bernard, Bianca, Jaq, Gus, Fievel Mousekewitz, Mrs. Brisby, Basil, Dr. Dawson, Tiger, Toby (The Great Mouse Detective), Oliver, Cody, Scat Cat, Francis (Felidae), Louie (We're Back! A Dinosaur's Story), Cecilia, Rex's Dinosaur Gang, Dweeb, Woog, Elsa, Rex, Hit Cat, Peppo, Billy Boss, Bluebeard, Jaune-Tom, Colonel (D), Sergeant Tibbs, Robespierre, Queen Grimhilde, Ogthar, Captain Hook, Tzekel Kan, El Supremo, Messina, Rhoga, Thudd, Lord Maliss, Ogthar's Dinosaur Army (cameo appearance), Scowl, Batso, Napoleon (Animal Farm), Napoleon's Dogs, Squealer, Wilbur, Spirit, Cat R. Waul, Animal Farm's Animals, Animal Farm's Geese, Animal Farm's Cows, Animal Farm's Goat, Animal Farm's Pigs, Boxer, Benjamin (Animal Farm), Templeton, Patch of Heaven's Cows, Maggie, Mrs. Calloway, Grace, Charlotte, the Animal Farm's Sheep, and Tod)
  • Fly, Stella, Chuck, Hubie, and Rocko vs. Lawrence and Kronk (transformed into Pike and Hammerhead Shark) (Also Featuring: Yzma, Dr. Facilier, and Sasha (Help! I'm a Fish))
  • Escape from A.C.S. (Part 1) (Featuring: Cruella DeVille, Sykes, Horace Badun, Jasper Badun, Dr. Greed, Madam Medusa, Aunt Figg, Dr. J. "Sweetface" Applecheek, Sergeant Tibbs, Edgar, the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Jerry, Stray Catchers (Tom and Jerry: The Movie), Timothy Q. Mouse, Snitter, the 99 Puppies, Danny (Cats Don't Dance), Robespierre, Roscoe, Rowf, Oliver, Dodger, Rita, Francis (Oliver and Company), Tito, Einstein, Fievel Mousekewitz, Ferdinard, Jake, the Alley Cats, Scat Cat, Roquefort, Mrs. Brisby, Desoto, Tom, Charlie Barkin, Hit Cat, Billy Boss, Shun Gon, Peppo, Tramp, Jaq, Gus, Thomas O'Malley, Duchess, Duchess' kittens, Marie Toulouse, Berlioz, Mewsette, Stray Dogs (Tom and Jerry: The Movie), Bernard, Bianca, Francis (Felidae), and Pongo)
  • Pooh and friends vs. Rhoga and Thudd (Also Featuring: Rabbit, Piglet, Tigger, and Eeyore)
  • Escape from A.C.S. (Part 2) (Featuring: McLeach, Littlefoot, Littlefoot's Friends, Cera, Ducky, Petrie, Spike (The Land Before Time), Madam Medusa, Cruella DeVille, Aunt Figg, Clayton, Clayton's Men (cameo appearance), Lumpjaw, Ronno, Sabor, Sykes, Joanna, Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager, Rex, Rex's Dinosaur Gang, Woog, Elsa, Dweeb, and Cody)
  • Patch of Heaven vs. A.C.S. Sector C (Featuring: Amos Slade, Mr. Jones, Alameda Slim, the Animal Farm's Animals, the Animal Farm's Cows, Chief (The Fox and the Hound), Spirit, Patch of Heaven's Cows, Maggie, Mrs. Calloway, Grace, Steele, the Animal Farm's Goat, the Animal Farm's Sheep, the Animal Farm's Cows, Boxer, Snowball (Animal Farm), Tod, Wilbur, Jeffrey, Charlotte, Benjamin (Animal Farm), Junior, the Animal Farm's Horses, Animal Farm's Cows, Napoleon (Animal Farm), Patch of Heaven's Animals, Patch of Heaven's Hens, Patch of Heaven's Pigs, Ollie, Jeb, Larry (Home on the Range) and Patch of Heaven's Chicks)
  • Escape from A.C.S. (Part 3) (Featuring: Louie, Cecilia, Littlefoot, Littlefoot's Friends, Cera, Spike (The Land Before Time), Francis (Felidae), Rex, Rex's Dinosaur Gang, Woog, Elsa, Dweeb, the League of Extraordinary Gentlemice, Jaq, Gus, Sergeant Tibbs, Itchy, Snitter, Rowf, Oliver, Jaune-Tom, Robespierre, Madam Medusa, Fievel Mousekewitz, Roscoe, Desoto, Sykes, Dumbo, Cruella DeVille, Basil, Dr. Dawson, Aunt Figg, McLeach, Clayton, Rolly, the 99 Puppies, Tiger, Danny (Cats Don't Dance), Edgar, Dr. Greed, Timothy Q. Mouse, the Colonel (D), Jasper Badun, Tom, Horace Badun, Charlie Barkin, Perdita, Bernard, Bianca, Petrie, Ducky, Dodger, Rita, Francis (Oliver and Company), Fagin, Mr. Lickboot, Tito, Einstein, Jeremy, Duchess, Duchess' kittens, Toulouse, Berlioz, Thomas O'Malley, Marie, Tramp, Lady, Pongo, Stray Dogs (An American Tail), Stray Dogs (Oliver and Company), Orville, Brutus, Nero, and Dogfish)
  • Interlude (1): (Featuring: Sinbad, Sinbad's Crew, Kale, Freddie, Daffers, Scotty, Ariel, Marina (Sinbad; Legend of the Seven Seas), Tiana, Naveen, Baloo, Terk, Tantor, Tarzan, King Louie, Flunkey, the Bandar-log, Mowgli, Rafiki, Bagheera, Kerchak, Jane Porter, the Horned King, Maleficent, Diablo, Robin Hood, Peter Pan, Elinore, Joshua Sweet, Colin MacLeod, Dahlia, Milo Thatch, Julie, Germaine, Tod, Napoleon (Animal Farm), Napoleon's Dogs, Squealer, Cat R. Waul, Ratigan, One-Eye (An American Tail), Carface, Perdita, the 99 Puppies, Jaune-Tom, Mewsette, Pongo, Dodger, Oliver, Francis (Felidae), Rowf, Snitter, Danny (Cats Don't Dance), Bluebeard, Itchy, Tom, Jerry, Charlie Barkin, Thomas O'Malley, Duchess, Tramp, Sawyer, Aladdin, Abu, Moses, Captain Phoebus, Miguel, Tulio, Altivo, Quasimodo, Omar, Donald Duck, Goofy, Tzipporah, Tack, and Mickey Mouse)
  • Interlude (2): (Featuring: Frollo, Tyler, Lambert, Egyptian Civilians, Egyptian Troops, Moses, Tzipporah, Aladdin, Abu, Mickey Mouse, Donald Duck, Goofy, Pluto, Rameses, Rameses' Son, Hotep, Huy, Pete, Gaston, Sa'Luk, the Forty Thieves, Ratcliffe, Cortez, the Colonel, the Colonel's Horses, Simba, Timon, Pumbaa, Nala, Zazu, Pterano, Napoleon (Animal Farm), Squealer, Napoleon's Dogs (Animal Farm), Tod, Wilbur, Mrs. Calloway, Animal Farm's Cows, Benjamin (Animal Farm), Boxer, Maggie, Animal Farm's Pigs, Jafar, Maleficent, Diablo, Lady Tremaine, Frollo's Soldiers, Mok, Rasputin, Hades, Iago, Eris, and Zigzag)
  • Alice vs. Darla Dimple and Max (Also Featuring: the Cheshire Cat, the March Hare, the Mad Hatter, Moley, Ratty, Mr. Toad, and Ichabod Crane)
  • Battle of the Native Lands: (Featuring: Pocahontas, the Colonel, the Colonel's Soldiers, the Colonel's Horses, Chief Powhatan ,the Powhatan Tribe, the Powhatan Warriors, Ratcliffe, Ratcliffe's Colonists, Kocoum, Archive Footage of Avatar's Gun (used in the gunfight of the battle), Cortez, Spirit, Cortez's Warriors, Namontack, the Train Pull Foreman, Little Creek, Ben, Lon, John Smith, and Wiggins)
  • Aladdin's Crew (Featuring: Moses, Tzipporah, Aladdin, Omar's Friends, Dizzy, Stretch, Esmeralda, Quasimodo, Mickey Mouse, Djali, Odette, Hades, Eris, Omar, Miguel, Tulio, Zigzag, Pinocchio (D), Jiminy Cricket, Captain Phoebus, the Hydra (Hercules), Chel, Odette's Friends, Puffin, Jean-Bon, Speed, Abu, the Flying Carpet, Goofy, Donald Duck, Zigzag's Illusions, the Dragon (The Pagemaster), Tack, Pluto, Hades' Chariot, and Evil Sinbad (the latter serving as the secret alias of Eris))
  • Tarzan vs. Tyler and the Lizardmen Leader (Also Featuring: the Lizardmen, Lizardmen Warriors, Tyler's Scientists, Lambert, the Bandar-log, Jane Porter, and King Louie (Jungle Book))
  • Zeus vs. the Snow Queen and the Emperor of the Night (Also Featuring: Hades, Pain, Panic, Olympian Gods, Hermes, Hera, the Snow Queen's Reindeers, Ares, Apollo, Hephaestus, Athena, and Hades' Chariot)
  • Forces of Avatar and Taran vs. Madam Mim and the Bakshi Bunch (Also Featuring: Avatar, Taran, Frodo Baggins, Samwise Gamgee, Weehawk, Eilonwy, Avatar's Mounts, Blackwolf, Peter Pan, Tinker Bell, the Executioner Guard, Robin Hood, Nekron's Subhumans, Frinko, Blackwolf's Mutants, the Lost Boys, Elinore, Archive Footage of the Gypsies' breakout scene from The Hunchback of Notre-Dame (used for the breakout of the heroes), Little John, Maid Marian, Lady Kluck, Shorthair, Arthur (D), Nekron, Fflewddur Fflam, Archimedes (D), the Genie, Max, Fritz, and Saruman)
  • Epilogue: (Featuring: Mowgli, 26, Shanise, Darla Dimple, Mr. Toad, the March Hare, the Mad Hatter, Captain Hook, Lord Maliss, Pocahontas, Little Creek, John Smith, Spirit, Rain, Tod, Bambi, Kenai, Koda, Rutt, Tuke, Hazel, Hazel's Rabbits, Mickey Mouse, Alice, Odette, Ichabod Crane, Pinocchio (D), Tack, Ratty, Moley, Aladdin, Donald Duck, Goofy, Emperor Zurg, Zygon, Dr. Hamsterviel, Thrax, Gantu, the Iron Giant (shown in monitor), the Unicorn, Peter Pan, Robin Hood, Maid Marian, Kayley, Garrett, Arthur (D), the Beast, Belle, the Genie, Balto, Boris, Frodo Baggins, Samwise Gamgee, Avatar, Taran, Eilonwy, Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Eeyore, Littlefoot's Friends, Ducky, Spike (Land Before Time), Piglet, Petrie, Cera, Roo, Littlefoot, Tyler, the Lizardmen, Lizardmen Warriors, Jim Hawkins, Mulan, and Chernabog)

Round 11:

  • Prologue: (Featuring: Hades, the Snow Queen, Maleficent, Eris, the Emperor of the Night, Mok, Chernabog (shown in the Emperor of the Night's flash), Hexxus (shown in the Emperor of the Night's flash), Eris' Minions (cameo appearance), the Animal Cruelty Squad (shown in Eris' flash), Cruella DeVille (shown in Eris' flash), Jasper Badun (shown in Eris' flash), Horace Badun (shown in Eris' flash), McLeach (shown in Eris' flash), Maurice, Emperor Zurg, Thrax, Zygon, Gantu, Dr. Hamsterviel, the Drej Queen, John Silver, Joseph Korso, Preed, Warp Darkmatter/Agent Z, the League of Extraordinary Gentlemice, Bernard, Bianca, Roquefort, Fievel Mousekewitz, Basil, Mrs. Brisby, Olivia Flaversham, Timothy Q. Mouse, Dr. Dawson, Osmosis Jones, Jim Hawkins, Drix, Mulan, Mushu, Cri-Kee, Aladdin, Abu, the Flying Carpet, Omar, Moses, Esmeralda, Phoebus, and Mickey Mouse)
  • Mulan vs. Tyler (Also Featuring: Jim Hawkins, and Drix)
  • Attack on Planet Turo (Featuring: the Galactic Federation, the Galactic Federation's Armanda, the Grand Councilwoman, Leah Estrogen, Aviana, Commander Nebula, Thrax, Zygon, Hornets, Regular-Hornets, the Drej, Drej Soldiers, the Galactic Federation's Guards, Joseph Korso, Preed, John Silver, John Silver's Space Crew, Fayvoon, Verne, Aviana's Bodyguard, Grewnge, Longburne, Hands, Police Officers (Osmosis Jones), Star Command's Space Rangers, Drej Air Soldiers)
  • Intermission: (Featuring: Tyler's Scientistst, Dr. Schechter, the Coachman's Alliance, the Coachman, Sarousch, Honest John, Professor Screweyes, Stromboli, Puppetino, Hotep, Huy, Mommy Fortuna, Scalawag, Igor, the Animal Cruelty Squad, Madam Medusa, Dr. J. "Sweetface" Applecheek, Aunt Figg, Edgar, Clayton, Cruella DeVille, Mr. Lickboot, Alameda Slim, Dr. Greed, Archive Footage of Gregor Mendel's portrait picture (used for the backstory scene of Dr. Pretorius), Dr. Pretorius (shown in Cruella's flashback), Pretorius' Scientists (shown in Cruella's flashback), Claudandus (shown in Cruella's flashback), Archive Footage of the Lab Director's demise (used for the death scene of Dr. Pretorius), Archive Footage of Simba's Pawn (used for Claudandus' attack against Dr. Pretorius), Archive Footage of Luke Valentine's Death (used for the death scene of Dr. Pretorius), Amos Slade, McLeach, Unknown Poacher (Plague Dogs) (shown in Amos Slade's flashback), Snitter (shown in Amos Slade's flashback), Dr. Greed's Henchmen, Platini, the Manager, Sykes, Moses, Rameses, Tyler, Rameses' son, Osmosis Jones, Stitch, Lilo Pelekai, Drix, Mulan, Jim Hawkins, Mushu, Cri-Kee, and Jim Hawkins)
  • The Unicorn vs. Odin (Also Featuring: King Haggard, Schmendrick, Molly Grue, Kayley, Garrett, Balto, Muk, Luk, Boris, the Crows (Atlantis: Milo's Return), Devon, Cornwall, Peter Pan, the Wolf (Atlantis: Milo's Return), Robin Hood, the Genie, Belle, the Beast, Avatar, Ymir, the Lost Boys, Archimedes (D), Taran, Lumiere, Cogsworth, and Jenna)
  • Maurice vs. the Red Bull (Also Featuring: King Haggard)
  • The League of Gentlemice vs. Cat R. Waul (Also Featuring: Ratigan, Ratigan's Thugs, Warren T. Rat, Basil, Timothy Q. Mouse, Roquefort, Fievel Mousekewitz, the Mott Street Maulers, Napoleon (Animal Farm), the Grand Duke of Owls, Jaq, Mrs. Brisby, Bernard, Bianca, Carface, Meowrice, Dr. Dawson, Meowrice's Business Associates, Jenner, Dumbo, Jake, the Mouse King, Hunch, Gus, the Mouse King's Mice, Olivia Flaversham, Frenchy, Felonius, T. R. Chula, Jan Mouse, Owl Minions, and Fidget)
  • Intermission (1): (the Animal Cruelty Squad, Mr. Jones, Jones' Buddies, Madam Medusa, the Colonel, the Colonel's Horses, the Colonel Soldiers, Alameda Slim, Amos Slade, Clayton, McLeach, Edgar, Aunt Figg, Ratcliffe, Cruella DeVille, Sykes, Dr. Greed, Joanna, Eris, Horace Badun, Jasper Badun, Schmendrick, Molly Grue, the Unicorn, Balto, the Genie, Devon, Cornwall, Frodo Baggins, Belle, Peter Pan, Avatar, Arthur (D), the Beast, Garrett, Eilonwy, Taran, Archimedes, Kayley, Robin Hood, Ayden, Archive Footage of an Egyptian Civilian's child's death (used for the death scene of Rameses' son), Rameses' son, Tyler, Tyler's Scientists, Mulan, Jim Hawkins, Stitch, Lilo Pelekai, Osmosis Jones, John Silver, Mushu, Chinese Citizens (shown in Mulan's flashback), Fa Zhou (shown in Mulan's flashback), Fa Li (shown in Mulan's flashback), Lambert (shown in Mulan's flashback), Archive Footage of Avatar's Gun (used for the mass genocide of Tyler, during Mulan's flashback), Archive Footage of the Destroyed Village (used for the mass genocide of Tyler, during Mulan's flashback), Morph, Cri-Kee, Archive Footage of Belle and Prince Adam's kiss (used for the kiss scene of Jim Hawkins and Mulan), Scroop, and Preed)
  • Intermission (2): (Rameses, Rameses' son, Frollo, Moses, John Silver, Morph, Tyler, Tyler's Scientists, Lambert, Queen Grimhilde, Lord Maliss, Captain Hook, El Supremo, Messina, Tzekel Kan, Wilbur, Edmond, Edmond's Friends, Patou, Peepers, Maggie, Charlotte, Snipes, Grace, Mrs. Calloway, Kaa, Littlefoot, Littlefoot's Friends, Ducky, Petrie, Spike (Land Before Time), Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, Eeyore, Grandmother Willow, Cera, Simba (shown in Grandmother Willow's view), Nala (shown in Grandmother Willow's view), Timon (shown in Grandmother Willow's view), Pumbaa (shown in Grandmother Willow's view), Tarzan (shown in Grandmother Willow's view), Bambi (shown in Grandmother Willow's view), Ariel (shown in Grandmother Willow's view), Hexxus' Tree, the Leverer Machine (used for the release of Hexxus from the Animal Cruelty Squad's Members), McLeach, Joanna, Amos Slade, Alameda Slim, Edgar, Madam Medusa, Hexxus, and Cruella DeVille)
  • Simba vs. Pterano (Also Featuring: Zazu, Timon, and Pumbaa)
  • Snow White (ND) and the Seven Dwarves vs. Humbert and Prince Froglip (Also Featuring: Queen Grimhilde, Lord Maliss, the Seven Dwarfelles, Stanley, Froglip's Goblins, Gorbash/Peter Dickison, Smrgol, Gurgi, the Goblin King, and the Forest Animals, Archive Footage of Khan (Mulan) (used in the escape scene of Humbert))
  • Richard Tyler and friends vs. Captain Hook (Also Featuring: Captain Hook's Pirates, Mr. Smee, Adventure, Bill Jukes, Turk, Wibbles, Starkey, Archive Footage of Long John Silver's Piraters (The Pagemaster) (used for the fight, between Richard Tyler and the Pirate Crew of Captain Hook), Horror, and Fantasy)
  • Kuzco and Pacha vs. Lord Maliss (Also Featuring: Scowl, Batso, the Wolves, and Dragon Maliss)
  • Nemo's Crew vs. the Witches of Morva (Featuring: Nemo, Princess Camilie, Professor Genius, Flip, Teegra, Larn, Derek, Derek's Horse, Curdie, Irene, Ordu, Orwen, Orgoch, Darkwolf, Archive Footage of the Frogs (used for the brief transformation scene of Professor Genius), Turnip, Icarus, the Boomps, Oompa, and Denahi)
  • Attack of the Blue Meanies (Featuring: Tzekel Kan, Chief of the Blue Meanies, Max (Yellow Submarine), Common Blue Meanies, Apple Bonkers, Butterfly Stompers, Hidden-Persuader Men, El Supremo, Messina, Winnie the Pooh, Pooh's Friends, Tigger, Eeyore, Piglet, Panchito Pistoles, José Carioca, Bongo, Brer Rabbit, Pecos Bill, Widowmaker, Peter (Make Mine Music), the Hunters (Make Mine Music), Misha, Yasha, Vladimir (Make Mine Music), Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, the Bears, Sasha (Make Mine Music), Sonia, Ivan, Snapping-Turtle Turks, Four-Headed Dog, Countdown Clowns, Rabbit, Jack-the-Nippers, the Dreadful Flying Glove, and the Aracuan Bird)
  • Intermission: (Featuring: Scar, Strut, Dil, Kaa, General Woundwort, Vervain, Drake, Niju, Shere Khan, Zira, Claudandus, Pterano, Rinkus, Archive Footage of Gregor Mender's portrait picture, Dr. Pretorius (shown in Claudandus' flashback), Pretorius' Scientists (shown in Claudandus' flashback), and Ichy)
  • Epilogue: (Featuring: Joe the Fish, the Shark (Help! I'm a Fish), Flotsam, Jetsam, Pacha, Kuzco, Hercules, Megara, Philoctetes, Napoleon (Animal Farm), Squealer, Red/Disguised Red, Cat R. Waul, Carface, Chernabog's Legion of Darkness, Chernabog, the Emperor of the Night, the Nightmare King, B.L. Zebub, Belladonna, Meowrice, Mr. Grasping, Toplofty, O' Bloat, Madame Mousey, Brer Bear, Brer Fox, Berkeley Beetle, the Grundel Toad, Peter Pan, Crysta, Zak Young, Batty Koda, Prince Cornelius, Li'l Bee, Gnatty, Baby Bug, Thumbelina, Tinker Bell, Tyler, John Silver, Preed, Scroop, Jim Hawkins (shown in Zurg's monitor), Mulan (shown in Zurg's monitor), Frollo, Rameses, Hexxus, Alameda Slim, Edgar, Clayton, Amos Slade, Madam Medusa, Cruella DeVille, McLeach, and Eris)

Round 12:

  • Prologue: (Featuring: the Horned King, Dr. Facilier, Ruber, Prince Froglip, Rothbart, Prince John, Blackwolf, Nekron, Queen Juliana (Fire and Ice), Sergeant Quartermaine, the Coachman, Tyler, Mommy Fortuna, Honest John, Gideon, Scalawag, Igor, Professor Screweyes, Sarousch, Nemo, Icarus, Derek, Teegra, Princess Camille, Professor Genius, Curdie, Irene, Turnip, Darkwolf, Larn, Flip, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Kayley, Balto, Avatar, Avatar's Mounts, Garrett, the Beast, Robin Hood, the Genie, Frodo Baggins, Taran, Ayden, Mickey Mouse, Aladdin, Moses, Esmeralda, Juliana (Quest for Camelot), Ratty, Moley, Tack, Donald Duck, Miguel, Tzipporah, Odette/Swan Lake, Alice, Quasimodo, Phoebus, Stretch, Tulio, Chel, Omar, Goofy, Odette's Friends, Jean-Bob, Speed, Pinocchio (D), the Coachman, Stupid Little Boys, the Coachman's Victims, and Jiminy Cricket)
  • Clara and Pinocchio (ND) vs. Honest John and Gideon (Also Featuring: Gee Willikers, and Pavlova)
  • Pinocchio (D) vs. Scalawag and Igor (Also Featuring: Jiminy Cricket)
  • Avatar and Peter Pan vs. Dr. Facilier and Ruber (Also Featuring: Prince Cornelius, Sean's Fairies, Tinker Bell, Sean, Zak Young, Thumbelina, Crysta, Elinore, Weehawk, Friends on the Other Side, Peace, Avatar's Mounts, the Backson, Batty Koda, Facilier's Shadow, Merlin, and Shadow Demons)
  • Cody and Marahute vs. Mommy Fortuna (Also Featuring: Ruhk and Mommy Fortuna's Crow, Archive Footage of McLeach's Traps (used for the capture scene of the Marahute))
  • Pocahontas' Crew vs. Nekron's Subhumans (Featuring: Pocahontas, Little Creek, John Smith, Spirit, Treeman, Mertock (Fire and Ice), and Sergeant Quartermaine)
  • "The Parents" vs. Tyler (Featuring: Nani Pelekai, David Kawena, Annie Hughes, Dean McCoppin, Sarah Hawkins, Frollo's Soldiers, Baker (The Hunchback of Notre-Dame), and Tyler's Scientists)
  • Larn, Darkwolf, and Derek vs. Denahi (Also Featuring: Teegra, and Derek)
  • The Horror Circus (Featuring: Stromboli, John Darling, Michael Darling, Wendy Darling, Pinocchio (D), Robyn Starling, Puppetino, Forte, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Professor Screweyes, the Lost Boys, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Hotep, Huy, Forte's Illusions, Pink Elephants, Sarousch, Heffalumps, Woozles, Lampwick, Hotep and Huy's Illusions, Jiminy Cricket, Scary Trees, Demons (We're Back! A Dinosaur's Story))
  • Interlude (1): (Featuring: Nekron, Pocahontas, Queen Juliana (Fire and Ice), Denahi, Larn, Teegra, Derek, Darkwolf, Nekron's Glaciers (shown in Denahi's flahback), Archive Footage of Larn's Tribe (used as part of Denahi's Tribe), Nekron's Subhumans (shown in Denahi's flashback), Clubwielder (show in Denahi's flashback), Treeman (shown in Denahi's flashback), Darkwolf's Horse (shown in flashback), the Coachman, Mommy Fortuna, Fortuna's Crow, Cody, the Marahute, Robyn Starling, Jenny Foxworth, Penny, Puppetino, the Lost Boys, Anne-Marie, Rosy (Balto), Stromboli, Sarousch, Professor Screweyes, Dr. Schechter, Tyler, Kerrie, Sarah Hawkins, Scalawag, Igor, Hazel, Hazel's Rabbits, Fiver, Dandelion, Big Wig, Silver, Pipkin, Blackberry, Bambi, Kenai, Koda, Tod, Captain Holly, Rutt, Tuke, Ratcliffe's Colonists (shown in Captain Holly's vision), Ratcliffe (shown in Captain Holly's vision), Thomas (shown in Captain Holly's vision), Ben (shown in Captain Holly's vision), Percy (shown in Captain Holly's vision), Scar (shown in Captain Holly's vision), Shenzi (shown in Captain Holly's vision), Banzai (shown in Captain Holly's vision), Ed (shown in Captain Holly's vision), Taran, Archive Footage of the Black Caudron's green mold, Archive Footage of Dr. Strange: The Sorcerer Supreme (used for the corruption scene of Taran))
  • Interlude (2): (Featuring: the Horned King, Captain Hook, Queen Grimhilde, Tzekel Kan, El Supremo, El Supremo's Military, Scowl, Batso, the Dog (The Black Cauldron), Lord Maliss, Rowf, Snitter, Pongo, Bluebeard, Danny (Cats Don't Dance), Jaune-Tom, Robespierre, Francis (Felidae), Tom, Jerry, Tramp, Oliver, Marie, Einstein, Charlie Barkin, Itchy, Dodger, Perdita, the 99 Puppies, the Alley Cats, Hit Cat, Peppo, Lady, Duchess, Mewsette, Sawyer, Thomas O'Malley, Rita, Tito, Francis (Oliver and Company), Sinbad, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Louis, Ray, Tiana, Freddie, Daffers, Scotty, Ariel, Naveen, Professor MacKrill, Captain Neweyes, Ludwig Von Drake, Marina (Sinbad: Legend of the Seven Seas), Flounder, and Sebastian)
  • Thomas O'Malley vs. Kong and the Hermann Brothers (Also Featuring: Francis (Felidae), Bluebeard, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Jaune-Tom, Robespierre, Tom, Jerry, and Mewsette)
  • The Cows and the Fearless Four vs. Dr. Greed and Alameda Slim's Crew (Also Featuring: Ratcliffe, Alameda Slim, Dr. Greed, the Willie Brothers, Phil Willie, Gil Willie, Bill Willie, Dr. Greed's Henchmen, Platini, Rico, the Manager, Junior, Maggie, Grace, Mrs. Calloway, Edmond, Edmond's Friends, Patou, Peepers, Snipes, Buster, Fred, Gwendolyn, Tortellini, Chanticleer, Unknown Corporate Manager (The Fearless Four), and Powertool, Archive Footage of Leviathan's presumed destruction (used for the destruction scene of Powertool))
  • Sinbad, Marina and Freddie vs. Marina Del Ray (in the form of Evil Aladdin) (Also Featuring: Ursula, Morgana, Undertow (cameo appearance), Eris, Daffers, Scotty, Rat, Luca, Jin, Li, Spike (Sinbad: Legend of the Seven Seas) and Kale)
  • Ariel vs. Joe the Fish (Also Featuring: Joe's Fish Army, the Shark (Help! I'm a Fish), Flounder, Sebastian, and Crab General)
  • Rowf and Snitter vs. Amos Slade (Also Featuring: Copper, and Chief)
  • Prince Eric vs. Eris and the Liopleurodon (Also Featuring: Eris' Minions (cameo appearance), Grimsby, Eric's Crew, and Messina)
  • The R.L.S. Legacy vs. Zurg's forces (Featuring: Manta Birds (Treasure Planet), Captain Amelia, Buzz Lightyear, Booster, BEN, Cale Tucker, Orin, Dr. Jumbaa, Hogarth Hughes, the Hornets, Regular-Hornets, Zygon's Droids, XR, Thrax, Akima Kunimoto, Pleakley, Zygon, Stith, Gune, Dr. Doppler, Jim Hawkins, Morph, Dagg Dibrimi, Silica, Emperor Zurg (show only in Warp Darkmatter's monitor), Warp Darkmatter/Agent Z, the Iron Giant, Mira Nova, Scroop, Preed, Joseph Korso, Odin (Heavy Metal 2000), Zeek, and "Holy Landers")
  • Interlude (3): (Featuring: Pinocchio, Jim Hawkins, Odette, Alice, Miguel, Esmeralda, Djali, Mickey Mouse, Tack, Ratty, Moley, Quasimodo, Aladdin, Queen Grimhilde, Lord Maliss, Captain Hook, Ogthar, Rhoga, Thudd, Tzekel Kan, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), Deinonychus, El Supremo, Messina, Utahraptors, and Mr. Smee)
  • Interlude (4): (Featuring: Kenai, Tod, Bambi, Koda, Hazel, Hazel's Rabbits, Fiver, Big Wig, Mama Odie, Carolinus, Mother Nature, Rutt, Tuke, Silver, Dandelion, Hexxus (shown in Carolinus' vision), the Firebird (shown in Carolinus' vision), the Spring Sprite (shown in Mother Nature's vision), the Elk (shown in Mother Nature's vision), Blackberry, Pipkin, Fievel Mousekewitz, Mrs. Brisby, Jeremy, Tony Toponi, Tiger (An American Tail), Jim Hawkins, Morph, Osmosis Jones, Zeek, Mulan, Lilo Pelekai, Stitch, Drix, Odin (Heavy Metal 2000), Mushu, Cri-Kee, Garrett, Kayley, Balto, Nemo, Icarus, Princess Camille, Professor Genius, Princess Irene, Curdie, Devon, Cornwall, Aragorn, Jenna, Ayden, Turnip, Aladdin, Quasimodo, Moses, Aladdin, Tack, Miriam, Hebrews, Miguel, Tulio, Mickey Mouse, Donald Duck, Goofy, Tzipporah, Aaron, Frollo, Rameses, Gaston, Pete, Sa'Luk, Tyler, El Supremo, Messina, Captain Hook, Tzekel Kan, Ogthar, Dil, Mr. Smee, Scar, Shere Khan, Zira, Queen Grimhilde, Pterano, Winnie the Pooh, Pooh's Friends, Tigger, Piglet, Rabbit, Eeyore, Littlefoot, Littlefoot's Friends, Spike (Land Before Time), Ducky, Roo, Cera, Petrie, Velociraptors (Land Before Time), Deinonychus, Utahraptors, and Zazu)
  • Garrett and Nemo's Crew vs. the Horned King (Featuring: Garrett, Kayley, Ayden, Nemo, Balto, Princess Irene, Aragorn, the Horned King, Creeper, the Horned King's Barbarian Guards, Flip, Boris, Muk, Luk, Curdie, Princess Camille, the Headless Horseman, the Headless Horseman's Horse, Turnip, Devon, Cornwall, Professor Genius, and Icarus)
  • RAPTOR RUMBLE: (Featuring: Simba, Zazu, Timon, Pumbaa, Velociraptors (Land Before Time), Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Piglet, Eeyore, Deinonychus, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, and Utahraptors)
  • Fievel, Tony and Mrs. Brisby vs. Lucifer and Iago (Also Featuring: Jeremy, Archive Footage of the Hawk (used for both Iago and Jeremy), the Scorpion (An American Tail), Tiger (An American Tail), Lady Tremaine, and Jafar)
  • Dodger and Tramp vs. Carface (Also Featuring: Cat R. Waul, the Grand Duke of Owls, Killer, Rita, Tito, Einstein, Francis (Oliver and Company), Oliver, Lady, and Carface's Dog)
  • Forces of Aladdin and Moses vs. Forces of Frollo and Rameses (Featuring: Aladdin, Abu, Mickey Mouse, Moses, Miriam, Rameses,Rameses' Chariot, Ichabod Crane, Odette's Friends, Puffin, Jean-Bob, Speed, Ratty, Moley, Miguel, Frollo, Frollo's Soldiers, Brutish Guard, Oafish Guard, Altivo, Archive Footage of Achilles (used for Altivo's attacks), Tulio, Pete, Pete's Weasels, Alice, Omar, Tack, Pinocchio (D), Gaston, Odette, the Flying Carpet, Quasimodo, Phoebus, Esmeralda, Tyler, Juliana (Quest for Camelot), Goofy, Jiminy Cricket, Pluto, Lizardmen, Lizardmen Warriors, Donald Duck, Ichabod's Horse, Sa'Luk, Tzipporah, Omar's Friends, Dizzy, Egyptian Soldiers, Hebrews, Clopin, Archive Footage of Snowball (The Hunchback of Notre-Dame) (used for the escape scene of Phoebus), Djali, and Stretch)
  • Epilogue: (Featuring: Simba, Winnie the Pooh, Timon, Ducky, Littlefoot, Littlefoot's Friends, Petrie, Pterano, Pooh's Friends, Rabbit, Tigger, Eeyore, Piglet, Spike (Land Before Time), Cera, Bambi, Kenai, Koda, Tod, Hazel, Hazel's Rabbits, Fiver, Dandelion, Silver, Pipkin, Blackberry, the Elk, Frollo, Pete, Gaston, LeFou, Rameses, Tyler, Buck, Maggie, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Chanticleer, Grace, Edmond, Lucky Jack, Mrs. Calloway, Taran, Eilonwy, the Beast, Belle, the Unicorn/Lady Amalthea, Robin Hood, Fflewddur Fflam, Frodo Baggins, Copper, Amos Slade, Steele, Alameda Slim, Mr. Winkie, Mr. Wesley, the Willie Brothers, Phil Willie, Gill Wille, Bill Willie, Dr. Greed, Buzz Lightyear, Captain Amelia, Dr. Doppler, Cale Tucker, Akima Kunimoto, the Iron Giant, Hogarth Hughes, Dimitri, Vladimir, Pooka, BEN, Colin MacLeod, Julie, Milo Thatch, Audrey Ramirez, Vinni Santorini, Gaetan "Mole" Moliére, Jebidiah "Cookie" Farnsworth, Wilhelmina Packard, Dagg Dibrimi, Emperor Zurg, Marcus Octavius, Dr. Hamsterviel, Kyala, Cat R. Waul, Claudandus, Meowrice, Wilbur, Napoleon (Animal Farm), Tarzan, Jane Porter, the Gorillas, Richard Tyler, Richard Tyler's Friends, Fantasy, Kex Bradley, Adventure, Mowgli, 26, 26's Friends, Mara, Ariel, Hubie, Fly, Flounder, Sebastian, Rocko, Chuck, Stella, Aladdin, Mulan, Mickey Mouse, Jim Hawkins, Osmosis Jones, Odette, Lilo Pelekai, Stitch, the Flying Carpet, Moses, Odin (Heavy Metal 2000), Chernabog, Hexxus, the Firebird, Big Wig, and the Spring Sprite)

Round 13:

  • Prologue: (Featuring: Moses, Mickey Mouse, Mulan, Aladdin, Jim Hawkins, Quasimodo, Pluto, Clopin, John Silver, Dizzy, Odette, Osmosis Jones, Abu, Lilo Pelekai, Stitch, Odin (Heavy Metal 2000), Gee Willikers, Lt. Grumblebee, Gorbash/Peter Dickison, Smrgol, Snow White, Sir Orin Neville Smythe, Danielle, Gurgi, Aragh, Giles, the Seven Dwarfs, Stanley, Thunderella, Smythe's Horse, Jafar, Iago, Hades, Pain, Panic, Rameses, and Tyler (shown in Rameses' thoughts))
  • Sir Peter and Stanley vs. Willie the Giant (Also Featuring: Smrgol, Sir Orin Neville Smythe, Smythe's Horse, the Seven Dwarfs, Pain, Panic, the Seven Dwarfelles, Thunderella, Snow White (Happily Ever After), Gurgi, Aragh, Stanley's Magical Flower, Danielle, Giles, Hades, and Jafar)
  • Hercules vs. Eris (Also Featuring: Kuzco, Philoctetes, Pacha, Megara, and Pegasus)
  • Escape from Patch of Heaven (Featuring: Mrs. Brisby, Justin, Fievel Mousekewitz, Mr. Ages, Jack-in-the-Box, Basil, Dr. Dawson, Fidget, Bernard, Bianca, Jaq, Gus, Brer Fox, Roquefort, Hans/the Nutcracker Prince, Figaro, Berkeley Beetle, Olivia Flaversham, Dumbo, Timothy Q. Mouse, the Grand Duke of Owls, the Grundel Toad, Tony Toponi, Jake, Hunch, Brer Bear, Tiger (An American Tail), Sparky, and Orville)
  • Intermission: (Featuring: Jim Hawkins, Mulan, Cri-Kee, Odin (Heavy Metal 2000), Mushu, Khan (Mulan), Morph, the League of Extraordinary Gentlemice, Orville, Fievel Mousekewitz, Tiger, Dr. Dawson, Basil, Hans/the Nutcracker Prince, Gus, Tony Toponi, Dumbo, Timothy Q. Mouse, Mr. Ages, Bernard, Bianca, Mrs. Brisby, Olivia Flaversham, Jaq, Gee Willikers, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Pavlova, Lt. Grumblebee, Tyler, Tyler's Scientists, Lambert, Rameses, Lilo Pelekai, and Stitch)
  • Rex vs. Sarousch (Also Featuring: Louie (We're Back! A Dinosaur's Story), Cecilia, Sarousch, Happy Jester, Sad Jester, the Crows (We're Back! A Dinosaur's Story), Rex's Dinosaur Gang, Dweeb, Elsa, and Woog)
  • Interlude (1): (Featuring: the Wise Faction, Merlin, Grandmother Willow, Mama Odie, Juju, Mother Nature, Rafiki, Carolinus, the Great Owl, Nicodemus, Magi Lune, the Pagemaster, Great Great Grandmother Irene, the Blue Fairy, the Good Fairy, Gandalf, Tyler, Lizardmen, Lambert, Frollo, Frollo's Soldiers, Ratcliffe, George Armstrong Custer, Cortez, Archive Footage of Luke Valentine's death (used for the death scene of Cortez), Pete, Gaston, Tyler's Scientists, Ogthar, Rhoga, Thudd, Captain Hook, Mr. Smee, Zira, Nuka, Ursula, Joe, Clara, Gee Willikers, Pinocchio (Pinocchio and the Emperor of the Night), Lt. Grumblebee, Dr. Schechter, Scalawag, and Igor)
  • Emotional Cutscene: (Featuring: Phoebus, Osmosis Jones, Pinocchio (D), Jim Hawkins, Moses, the Hebrews, Goofy, Odette, Rameses, Jiminy Cricket, Odette's Friends, Puffin, Jean-Bob, Speed, Ichabod Crane, Aladdin, Miguel, Ratty, Moley, Quasimodo, Mulan, Lilo Pelekai, Odin (Heavy Metal 2000), Abu, the Flying Carpet, Tack, Juliana (Quest for Camelot), Omar, Donald Duck, Mushu, Tzipporah, John Silver, Morph, Mickey Mouse, Alice, and Stitch)
  • Interlude (2): (Featuring: Queen Grimhilde's Alliance, Queen Grimhilde, Scar's Alliance, Banzai, Shenzi, Ed, Kaa, Drake, Shere Khan, Scar, Nobi (cameo appearance), the Animal Cruelty Squad, Roscoe, Desoto, McLeach, Aunt Figg, Sykes, Edgar, Clayton, Dr. Greed, Dr. Greed's Henchmen, the Manager, Platini, Alameda Slim, Cruella DeVille, General Woundwort, Vervain, Amos Slade, Mr. Jones, Lord Maliss, Mr. Lickboot, Dil, Ichy, Brutus, Nero, Eris, Jasper Badun, Horace Badun, Madam Medusa, Ursula, Morgana, Marina Del Ray, Joe, Captain Hook, Messina, El Supremo, Tzekel Kan, Ogthar, Sierra, Zira, Rhoga, Thudd, Mr. Smee, Nuka, Simba, Bambi, Pterano, Littlefoot, Littlefoot's Friends, Spike (Land Before Time), Cera, Ducky, Petrie, Timon, Big Wig, Koda, Pooh's Friends, Tigger, Eeyore, Kehaar, Zazu, Hazel, Hazel's Rabbits, Pipkin, Dandelion, Kenai, Roo, Tod (The Fox and the Hound), Pumbaa, the Spring Sprite, Winnie the Pooh, Nala, Ariel, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Rat, Jin, Li, Jed, Kale, Freddie, Sebastian, Tiana, Sinbad, Louis, Fly, Naveen, Marina (Sinbad: Legend of the Seven Seas), Rocko, Hubie, Rowf, Snitter, Lady, Pongo, Perdita, Francis (Felidae), Danny (Cats Don't Dance), Charlie Barkin, Jaune-Tom, Tramp, Oliver, Faline, Vixey, Tom, Jerry, Thomas O'Malley, the Tod (Plague Dogs), Sawyer, Magi Lune, Robespierre, Duchess' kittens, Marie, Berlioz, Rita, Dodger, Francis (Oliver and Company), Einstein, Lilo Pelekai, Stitch, Cobra Bubbles, Spirit, Rain, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Little Creek, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Buck, Edmond, Edmond's Friends, Patou, Snipes, Princess Jasmine, Angel, Princess Yum-Yum, Anastasia Romanov, Cindy, Mok, and Mok's Supercomputer)
  • Part 1: The Attack/Predator Pursuit (Featuring Ariel, Flounder, Sebastian, Tarzan, Bagheera, Mowgli, Tiana, Naveen, Rocko, Kerchak, the Gorillas, Fly, Stella, Chuck, Sasha (Help! I'm a Fish), Baloo, Kala, Jane Porter, Sinbad, Marina (Sinbad: Legend of the Seven Seas), Rat, Freddie, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, Ray, 26, 26'S Friends, Kex Bradley, Mara, Hubie, Spazz, Louis, King Louie (Jungle Book), Professor Archimedes Porter, Daffers, Scotty, Tantor, Terk, Clayton's Men, El Supremo, Lord Maliss, Queen Grimhilde, Captain Hook's Pirates, Turk, Starkey, Mullins, Black Murphy, Bill Jukes, Captain Hook, Mr. Smee, McLeach, Tzekel Kan, Ogthar, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), Velociraptors (Legend of Tarzan), Joanna, Snipes (Tarzan), Sabor, and Lumpjaw)
  • Part 2: Under the Sea (Featuring: Ariel, Flounder, Hubie, Rocko, Chuck, Stella, Ursula, Flotsam, Jetsam, Fly, Sasha (Help! I'm a Fish), Marina Del Ray, Electric Eels, Joe, the Shark (Help! I'm a Fish), Sebastian, Crab General, Crab Soldiers, and Glut)
  • Part 3: Simba’s Crew vs. Scar’s Crew (Featuring: Roo, Pterano, Tod (The Fox and the Hound), the Spring Sprite, Littlefoot, Littlefoot's Friends, Cera, Petrie, Spike (Land Before Time), Ducky, Hazel, Hazel's Rabbits, Big Wig, Dandelion, Simba, Blackberry, Bambi, Kenai, Zira's Lions, Shere Khan, Pooh's Friends, Tigger, Winnie the Pooh, Piglet, Drake, Niju, Ozzy, Strut, Timon, Pumbaa, Sierra, General Woundwort, Vervain, Woundwort's Rabbits, Rabbit, Kaa, Scar, Shenzi, Banzai, Ed, Zira, Nuka, Vitani, Rutt, Tuke, Nuk, Yak, Sumak, Archive Footage of the Black Forest Wolves (used for Niju's attacks), Koda, Rabbit, Nala, Pipkin, Silver, Fiver, Rinkus, Eeyore, the Bandar-log, Archive Footage of King Larry (the latter, used for King Louie in his clever designs), King Louie, Sarabi and the Lionesses)
  • Stitch vs. Tyler (Also Featuring: Ice-Cream Man, Lilo Pelekai, Archive Footage of Luke Valentine's death (used for the fake death of Tyler), Tyler's Scientists (cameo appearance), and Lambert (cameo appearance))
  • Part 4: Sinbad’s and Tarzan’s Crew vs. The Queen’s Forces (Also Featuring: Sinbad, Tiana, Naveen, Mowgli, Lord Maliss, Captain Hook, Tzekel Kan, Morgana, Messina, Bagheera, Baloo, Marina (Sinbad: Legend of the Seven Seas), El Supremo, El Supremo's Military, Tarzan, 26, 26's Friends, Kex Bradley, Mara, Spazz, Jane Porter, Professor Archimedes Porter, Tantor, Dil, Ichy, Ariel, Captain Hook's Pirates, Mr. Smee, Wibbles, Starkey, Bill Jukes, Turk, Black Murphy, Sinbad's Crew, Kale, Luca, Jin, Li, Scotty, Kerchak, Daffers, Freddie, and Louis)
  • Part 5: The Dogs and Cats vs. the ACS (Featuring: Pongo, Perdita, Charlie Barkin, Francis (Felidae), Bluebeard, Dodger, Oliver, Jaune-Tom, Robespierre, Archive Footage of Alameda Slim's Gun (used in the introduction of the Animal Cruelty Squad), Toulouse, Tito, Sykes, Tom, Jerry, Danny (Cats Don't Dance), Faline, Madam Medusa, Itchy, Duchess, Thomas O'Malley, Rowf, Snitter, Alameda Slim, Vixey, Mr. Jones, Mewsette, Tramp, Cruella DeVille, Horace Badun, Jasper Badun, Aunt Figg, Amos Slade, the Alley Cats, Hit Cat, Peppo, Fagin, Steele, Roscoe, Desoto, Edgar, Sawyer, Duchess' kittens, Marie, Berlioz, the Tod (Plague Dogs), Mr. Snoops, the Willie Brothers, Phil Willie, Bill Willie, Ferdinard, the 99 Puppies, Lady, Pipkin, Bambi, Tod (The Fox and the Hound), Simba, Winnie the Pooh, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), and Petrie)
  • Spirit and the Cows vs. Ratcliffe and the Colonel (Also Featuring: Ratcliffe's Colonists, Edmond, Edmond's Friends, Patou, Buck, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Sergeant Adams, the Colonel's Soldiers, Ben, Percy, Maggie, Grace, Mrs. Calloway, Thomas, Little Creek, Rain, Peepers, Chanticleer, Snipes, and Lon)
  • Part 6: IT’S A TRAP!!!/Unexpected Surprise (Featuring: Mowgli, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, 26, 26's Friends, Kex Bradley, Mara, Spazz, Ray, Louis, Terk, Tantor, Ichy, Dil, Ogthar's Dinosaur Army, Velociraptors (Land Before Time), McLeach, Ariel, Captain Hook, Joe, Ursula, Flotsam, Jetsam, Hubie, Rocko, Bagheera, Tzekel Kan, El Supremo, Messina, Clayton, Lord Maliss, Ogthar, Sebastian, Flounder, Fly, Stella, Chuck, Morgana, Marina Del Ray, Sabor, Lumpjaw, Queen Grimhilde, Baloo, Tiana, Naveen, Simba, Littlefoot, Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Kenai, Pongo, Perdita, Hazel, Hazel's Rabbits, Fiver, Silver, Dandelion, Big Wig, Pipkin, Blackberry, Captain Holly, Kehaar, the Spring Sprite, Jaune-Tom, Robespierre, Mewsette, Danny (Cats Don't Dance), the 99 Puppies, King Louie, Tom, Tod (The Fox and the Hound), Hubie, Scar, Cruella DeVille, Francis (Felidae), Aunt Figg, Steele, Oliver, Piglet, Eeyore, General Woundwort, Littlefoot's Friends, Cera, Madam Medusa, Brutus, Nero, Amos Slade, Rhoga, Thudd, Spike (Land Before Time), Zira, Fagin, Timon, Pumbaa, Tyler, the Gorillas, Dodger, Tito, Archive Footage of Ratcliffe's Concealed Gun (used as a secret weapon of Tyler), Nala, Archive Footage of Avatar's Gun (used as Tyler's weapon against Simba, and later destroying a ruined temple), Bambi, Charlie Barkin, Rita, Einstein, Turk (Peter Pan), Rutt, Tuke, Snitter, Itchy, Koda, Lady, Pterano, and Petrie)
  • Interlude (3): (Featuring: Spirit, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, the Fearless Four, Buster, Fred, Gwendolyn, Rain, Chanticleer, Buck, Lucky Jack, Ratcliffe, Little Creek, the Colonel, Tortellini, Kehaar, Simba, Rocko, Hubie, Ariel, Littlefoot, Littlefoot's Friends, Petrie, Fiver, Rabbit, Perdita, the Tod (Plague Dogs), Dandelion, Bambi, Faline, Pterano, 26, 26's Friends, Kex Bradley, Mara, Richard Tyler, Richard Tyler's Friends, Adventure, Fantasy, Horror, the Lionesses, Mowgli, Tiana, Naveen, Charlie Barkin, Itchy, Kenai, Koda, Francis (Felidae), Tom, the Spring Sprite, Moses, Aladdin, Mickey Mouse, Mulan, Merlin, Osmosis Jones, Jim Hawkins, Morph, Goofy, Omar, Chernabog (shown in Merlin's magic vision), Abu, Drix, Donald Duck, Pluto, Mickey Mouse's Horse, Khan (Mulan), Maleficent, Maleficent's Goons, Hades, Jafar, the Schlepper Brothers, Toad, Sleazy, Zip, and Mok)
  • Interlude (3.5): (Featuring: Mulan, Jim Hawkins, Osmosis Jones, Drix, Gaston, LeFou, Jafar, Iago, Thrax, Aladdin, Mickey Mouse, Omar, Goofy, Donald Duck, Pluto, Cindy, Princess Jasmine, Anastasia Romanov, Angel, Princess Yum-Yum, Club 666's Crowd, Omar's Friends, Stretch, Dizzy, the Bad Guys (Mickey Mouse Works), Holli Would, Gaston's Buddies, Abu, Mok's Girls, Club's Crowd (Osmosis Jones), Thrax's Goons, the Schlepper Brothers, Mok, Zip, Toad, "What's Her Face", Evil Jasmine/Eris, Cri-Kee, the Flying Carpet, Mushu, and Khan (Mulan))
  • Interlude (4): (Featuring; the Horned King's Alliance, the Horned King, Maleficent, Diablo, Dr. Facilier, Rothbart, Ruber, the Bakshi Bunch, Blackwolf, Blackwolf's Skull Minions, Larry the Lizard, Nekron, Saruman, King Haggarrd, Odin (Atlantis: Milo's Return), Prince John's Alliance, Prince John, Yzma, the Queen of Hearts, Madam Mim, Prince Froglip, the Goblin Queen, Queen Gnorga, Clavious, Zelda, Blackwolf's Imprisoned Fairies, Blackwolf's Army, Blackwolf's Mutants, Saruman's Army, the Orcs, the Uruk-Hai, Nekron's Army, Nekron's Subhumans, Queen Juliana (Fire and Ice), Odette, Tack, Ratty, Moley, Bridget (non-cameo appearance), Ichabod Crane, Juliana (Quest for Camelot), Quasimodo, the Thief, the Camel (The Thief and the Cobbler), Garrett, Kayley, Balto, Nemo, Peter Pan, Curdie, Princess Irene, Crysta, Thumbelina, John Smith, Avatar, Larn, Teegra, Denahi, Derek, Tinker Bell, the Beast, Frodo Baggins, Samwise Gamgee, Aragorn, Robin Hood, Arthur (D), Belle, the Unicorn/Lady Amalthea, the Genie, Ayden, Taran, Archive Footage of the One-Ring (used for Taran's equipment), Buzz Lightyear, Cale Tucker, Mira Nova, XR, Dr. Doppler, Captain Amelia, Mr. Arrow, Orin, Dagg Dibrimi, Silica, Hogarth Hughes, the Iron Giant, Dimitri, Dr. Jumbaa, Pleakley, Milo Thatch, Vinni Santorini, Joshua Sweet, Wilhelmina Packard, Julie, Colin MacLeod, Emperor Zurg's Alliance, Emperor Zurg, Warp Darkmatter, Marcus' Alliance, Marcus Octavius, Dr. Hamsterviel, Kent Mansley, Lyle TIberius Rourke, Shan-Yu, the Hun Army, Elite Hun Soldiers, Gantu, Zygon, Joseph Korso, Preed, Thrax, the Drej Queen, Mok, Angel (non-cameo appearance), Jafar, Hades, Zigzag, Phido, Rasputin, Lady Tremaine, Holli Would, Ommadon, the Snow Queen, Eris, and Hexxus)
  • Forces of Aladdin vs. Forces of Maleficent and the Horned King (Featuring: Tzipporah, Juliana (Quest for Camelot), Tack, Quasimodo, Tulio, Miguel, Alice, Ratty, Moley, Phoebus, Odette, Jiminy Cricket, the Horned King, Esmeralda, Ichabod Crane, Lady Tremaine, Lucifer, Dr. Facilier, Odette's Friends, Puffin, Jean-Bob, Speed, Rasputin, Pinocchio (D), Zigzag, Egyptian Civilians (non-cameo appearance), the Snow Queen, Queen Gnorga, the Thief, Madam Mim, Drizella Tremaine, Archive Footage of Grewnge's blast (used for Tyler's blast), Tyler, Ichabod's Horse, Archive Footage of Light Yagami's death from Death Note (used for the death scene of Ichabod Crane), Archive Footage of the Kamakura's Facility Guards' demise (used for the death scene of Ichabod Crane), Djali, Tyler's Scientists, Lambert, John Silver, Odin (Heavy Metal 2000), Jim Hawkins, Mulan, Morph, Osmosis Jones, Drix, Stitch, Lilo Pelekai, Mushu, Facilier's Shadow, Anastasia Romanov, Princess Yum-Yum, Princess Jasmine, Bartok, Chel, Angel, King Llort, Creeper, and Moses)
  • The R.L.S. Legacy vs. Forces of Zurg and Marcus (Featuring: Marcus' Troops, Buzz Lightyear, Audrey Ramirez, Gaetan "Mole" Moliére, Dr. Jumbaa, Pleakley, Captain Amelia, Kent Mansley, Lyle Tiberius Rourke, Joseph Korso, Pooka, Julie, Germaine, Colin MacLeod, Cale Tucker, Akima Kunimoto, Hogarth Hughes, Orin ,Dagg Dibrimi, BEN, Milo Thatch, the Drej, the Drej's Foot Soldiers, Warp Darkmatter, Mira Nova, XR, Booster, Hornets, Regular-Hornets, Dr. Doppler, Preed, Zygon, Vinni Santorini, Thrax, Marcus Octavius, Joshua Sweet, Zygon's Droids, Kyala, Scroop, Gantu, Dimitri, Shan-Yu, Dahlia, Big-Hornets, Vladimir, Stith, Gune, the Iron Giant, Zurg's Space Tanks, Lt. Helga Sinclair, Emperor Zurg, Dr. Hamsterviel, Rourke's Mercenaries, Arthur (Starchaser: The Legend of Orin, General Rogard, and the U.S. Military)
  • Forces of Garrett vs. Forces of Maleficent and the Horned King (Featuring: Garrett, Kayley, Devon, Cornwall, the Beast, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Peace, Avatar's Mounts, Avatar, John Smith, Frodo Baggins, Samwise Gamgee, Aragorn, Balto, Larn, Denahi, Derek, Nemo, Icarus, Flip, Curdie, Belle, Taran, Robin Hood, Maleficent, Diablo, Archimedes, Peter Pan, Peter Pan's Shadow (cameo appearance), Jafar, Hades, Thumbelina, Crysta, Ruber, Rothbart, Lumiere, Cogsworth, the Genie, Maid Marian, Lady Kluck, Bridget, Clavious, Zelda, Meeko, Flit, Arthur (D), Little John, the Boar, Prince John, Prince John's Army, Wolf Archers, Prince Froglip, Tinker Bell, Froglip's Goblins, Yzma, King Haggard, Nekron's Subhumans, Abis Mal, Princess Camille, Professor Genius, the Queen of Hearts, the Card Soldiers, Princess Irene, Turnip, Flamingo Poles, the Gwythaints, Archive Footage of the Nightmare King's Minions (used for the Gwythaints capture targets), Boris, Odin (Atlantis: Milo's Return), the Wolf (Atlantis: Milo's Return), Jenna, Muk, Luk, Teegra, Pain, Panic, Darkwolf, Prince Cornelius, Baby Bug, Kronk, Zak Young, Creeper, the Horned King's Barbarian Guards, Batty Koda, Ommadon, the Worm of Sligoff, Nekron, Archive Footage of the Metal Army (used for the capture scene of Kayley), the Sheriff of Nottingham, Weehawk, Eilonwy, Elinore, Blackwolf's Mutants, and Fflewddur Fflam, Archive Footage of Jafar's disappearance [used for the heroes escape])
  • HELL ON EARTH!!! (Featuring: Littlefoot's Friends, Petrie, Spike (Land Before Time), Simba, Ariel, Shenzi, Banzai, Ed, Perdita, Itchy, Koda, Cruella DeVille, McLeach, 26, 26's Friends, Kex Bradley, Mara, Spazz, Jaune-Tom, Robespierre, Fly, Tiana, Naveen, Cera, Littlefoot, Ozzy, Strut, Dodger, Rita, Tito, Francis (Oliver and Company), Einstein, Aunt Figg, Mr. Lickboot, Pooh's Friends, Tigger, Rabbit, Richard Tyler, Mowgli, General Woundwort, Tod (The Fox and the Hound), Vixey, Danny (Cats Don't Dance), Snitter, Jasper Badun, Horace Badun, Hubie, the Spring Sprite, Clayton, Flounder, Sebastian, Ducky, Scar, Shere Khan, Bambi, Silver, Archive Footage of Man's Wildfire (used for Hexxus' Wildfire), the Forest Animals (Bambi), Hercules, Pegasus, Philoctetes, Kuzco, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Pongo, Piglet, Winnie the Pooh, Eeyore, Roo, Terk, the Gorillas, Tantor, Archive Footage of Chernabog's hellfire (used for Hexxus' wildfire), Pacha, Francis (Felidae), Timon, Hexxus, the Firebird, Eris, Fiver, Tom, Jerry, Woundwort's Rabbits, Tramp, Lady, Archive Footage of Japan (Code Geass) (used for the specific city of the Horned King's rampage), the Horned King, Londoners (Hellsing), the Red Bull, the Headless Horseman, the Headless Horseman's Horse, the Cauldron Born, Creeper, Dagg Dibrimi, Emperor Zurg, Hornets, Orin, Lt. Helga Sinclair, Lyle Tiberius Rourke, the Iron Giant, Hogarth Hughes, Buzz Lightyear, Captain Amelia, Cale Tucker, Dr. Hamsterviel, Kent Mansley, General Rogard, the U.S. Military, Dr. Jumbaa, Julie, Milo Thatch, Archive Footage of Big-Ben's destruction from Hellsing - Ultimate (used for the Iron Giant's target), Colin MacLeod, the Drej, the Drej Air Fleet, Dimitri, Akima Kunimoto, the Elves, Elfin, Peewhitlle, Blackwolf's Army, Blackwolf's Mutants, Mother Rabbit, Skippy, Sis, Tagalong, the Nottingham Villagers, Toby's Father (Robin Hood), Archive Footage of Adolf Hitler and the Nazi Party from Wizards (used as a distraction to the heroes), Blackwolf, Blackwolf's Projector, Otto, Friar Tuck, Saruman, Saruman's Army, the Nazgûl, Nekron's Army, Nekron's Subhumans, Toby (Robin Hood), Japanese Citizens (Code Geass), Archive Footage of Charles zi Britannia's mass genocide (used for mass genocide of Hexxus), Eris' Minions (cameo appearance), Archive Footage of London's destruction (used for the villains attacks), Archive Footage of Marcus Octavius' destruction (used for the villains attacks) Megara, and Crysta)
  • Epilogue: (Featuring: Tin Soldier, Edmond, Edmond's Friends, Patou, Snipes, Peepers, the Rats (Fantasia 2000), the Rats (The Little Mermaid), Simba, Pooh's Friends, Winnie the Pooh, Rabbit, Tigger, Eeyore, Roo, Archive Footage of the Pride Rocks' desertion, Littlefoot, Littlefoot's Friends, Cera, Spiek (Land Before Time), Ducky, Petrie, Colin MacLeod's Warriors, Tod (The Fox and the Hound), Hercules, Pegasus, Kuzco, Archive Footage of the London's Citizen's deaths, Garrett, the Beast, Ariel, Archive Footage of the Cauldron Born's marching, Juile, Archive Footage of the Destroyed Village, Archive Footage of Colin MacLeod's fights with Marcus Octavius' forces, Archive Footage of Elfin's death, Mowgli, Crysta, Quasimodo, Tulio, Kenai, Koda, Moses, the Elk, the Spring Sprite, the Rats (Aladdin), Tzekel Kan, Toad, Mickey Mouse, Donald Duck, Goofy, Omar, Omar's Friends, Dizzy, Stretch, Aladdin, Lord Maliss, Sinbad, Daffers, El Supremo's Military, Freddie, Scotty, Professor Archimedes Porter, Jane Porter, El Supremo, Tarzan, Zigzag, the One-Eyes, King One-Eye's Warriors, King One-Eye, Slave Women of King One-Eye, Ommadon, Clavious, Zelda, Destane/Archmage, Archive Footage of John Smith's disguise (used for the disguise of the Archmage), Kayley, Juliana (Quest for Camelot), Belle, Maurice, Odette, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Creeper, the Horned King, Elinore, Pocahontas, John Smith, Thumbelina, Francis (Felidae), Bluebeard, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Dodger, Oliver, Pongo, Chanticleer, Charlie Barkin, Tramp, Taran, Archive Footage of Moses' Ring (used as a combination with the One-Ring), Tyler's Scientists, Tyler's Victims, Lilo Pelekai, Fagin, Esmeralda, Honest John, the Coachman, Stromboli, Cody, Penny, Jenny Foxworth, the Lost Boys, Michael Darling, John Darling, Dr. Schechter, Clara, Scalawag, Gee Willikers, Igor, Pinocchio (Pinocchio and the Emperor of the Night), Chernabog's Legion of Darkness, Chernabog, Chernabog's Demons, Hexxus, the Emperor of the Night, the Nightmare King, the Nightmare King's Flying Manta, Red, Belladonna, B.L. Zebub, Mok, and Mok's Supercomputer)
  • Next Time: (Featuring: Ommadon, Basil, Dr. Dawson, Olvia Flaversham, Toby (The Great Mouse Detective), Brer Fox, the Dragon (The Pagemaster), Prince Phillip, Jim Hawkins, Morph, Dr. Schechter, the Beast, Nekron, Denahi, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Alameda Slim, Mr. Winkie, Mr. Jones, Maggie, Big Wig, Shenzi, Banzai, Ed, Gorbash/Peter Dickison, Willie the Giant, Merlin, the Snow Queen, the Nazgûl, Taran, Robin Hood, King Haggard, Panchito Pistoles, Hubie, Rocko, Monstro, Hogarth Hughes, the Iron Giant, Buzz Lightyear, Dr. Hamsterviel, Ariel, Dil, Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, General Woundwort, Sharptooth, Aladdin, El Supremo, Hercules, Pegasus, Colin MacLeod, Captain Hook, Tarzan, Ogthar, Archive Footage of Sharptooth's rampage, Archive Footage of the Vanishing Isle (used for the dinosaurs introduction), the Drej, the Titans, Mok, and Mok's Supercomputer)

Round 14:

  • Prologue: (Featuring: the Wise Faction, Merlin, Gandalf, Mother Nature, Carolinus, Princess Milisadre, Grandmother Willow, Rafiki, Mama Odie, John Silver, Morph, Jim Hawkins, Mulan, Pterano, Drake, Zira, Scar, Shere Khan, Kaa, General Woundwort, Niju, Dil, Ichy, Rinkus, Sierra, Frollo, Mok, Hades, Willie the Giant, Jafar, and Holli Would)
  • Peter and co. vs. Willie the Giant (REMATCH) (Featuring: the Seven Dwarfs, Sir Orin Neville Smythe, Smythe's Horse, Aragh, Smrgol, Gorbash/Peter Dickison, "the Shadow Man", Stanley, Gurgi, the Seven Dwarfelles, Snow White (Happily Ever After), Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ariel, Flounder, Sebastian, Ducky, Archive Footage of Ogre of Gormley Keep (used in the fight of Peter and Smgrol against Wille), Thunderella, Giles, and Danielle)
  • Intermission: (Featuring: Maleficent, Diablo, King Stefan, Queen Leah, Prince Phillip, Teegra, Kida, Cinderella, Princess Aurora, Kuzco, Merlin, Pacha, Hercules, Megara, Philoctetes, Pegasus, Nemo, Icarus, Princess Irene, Derek, Mama Odie, Juju, and Derek's Horse)
  • Escape from the Forbidden Mountains (Featuring: Princess Irene, Turnip, Nemo, Cinderella, Princess Aurora, Kida, Teegra, Derek, Icarus, Diablo, Zigzag, Lady Tremaine, Drizella Tremaine, Ommadon, the Snow Queen, Flip, Abis Mal, Abis Mal's Thugs, Maleficent's Goons, Larn, Prince Phillip, King Stefan, Darkwolf, Hercules, Pegasus, Pacha, Kuzco, Merlin, Mama Odie, Flora, Fauna, Samson, the Dragon (The Pagemaster), Merryweather, Queen Leah, Archive Footage of Dragon Maleficent's demise (used for the death scen of the Dragon from the Pagemaster), Archive Footage of Jafar's death (used for the death scene of the Dragon from the Pagemaster), Archive Footage of the Icy Tornado (used by Merlin to freeze the Snow Queen), the Snow Queen's Reindeers, Maleficent, the Ogre of Gormley Keep, Megara, and Philoctetes, Archive Footage of the Cyclops (used for the combination footage with the Ogre of Gormley Keep), Derek's Horse, and Bryagh)
  • Interlude (1): (Featuring: the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Mrs. Brisby, Bernard, Bianca, Nicodemus, Hans/the Nutcracker Prince, Timothy Q. Mouse, Fievel Mousekewitz, Roquefort, Gus, Dumbo, Clara (shown in Nicodemus' vision), Mulan (shown in Nicodemus' vision), Jim Hawkins (shown in Nicodemus' vision), Stitch (shown in Nicodemus' vision), Tiger (An American Tail), Hades, the Fates, Lachesis, Clotho, Atropos, the Drej Queen (shown in the Fates' vision), the Titans (shown in the Fates' vision), Mok, Mok's Supercomputer, and "Mok's Mysterious Friend"/J2L1)
  • Interlude (1.5): (Featuring: Ogthar, Queen Grimhilde, Lord Maliss, Rhoga, Thudd, Deinonychus, Captain Hook, Giganotosaurus (shown in Ogthar's thoughts), Allosaurus, (shown in Ogthar's thoughts), Albertosaurus (shown in Ogthar's thoughts), Spinosaurus (shown in Ogthar's thoughts), Baryonyx (shown in Ogthar's thoughts), the Animal Cruelty Squad, Cruella DeVille, Jasper Badun, Horace Badun, McLeach, Madam Medusa, Mr. Snoops, Aunt Figg, Mr. Lickboot, Edgar, Clayton, Amos Slade, Sykes, Joanna, Ozzy, Archive Footage of Dinosaur Eggs (used for the combination footage with McLeach's Eggs), Mechanicles (only mentioned by Ogthar), Ogthar's Scientists (shown in Ogthar's flashback), Dr. Ptetorius (shown in Ogthar's flashback), Pretorius' Scientists (shown in Ogthar's flashback), Lab Director (shown in Ogthar's flashback), Archive Footage of the House's fire from Felidae (used in Ogthar's flashback), Destane/Archmage (mentioned in Ogthar's flashback), Mozenrath (shown in Ogthar's flashback), Macbeth (shown in Ogthar's flashback), Macbeth's Guards (shown in Ogthar's flashback), Archive Footage of the Ogthar's Researchers (used as combination footage with Macbeth's Guards), Tzekel Kan, El Supremo, Messina, and Naveen)
  • Interlude (2): (Featuring: Francis (Felidae), Bluebeard, Perdita, Charlie Barkin, Itchy, Danny (Cats Don't Dance), Tom, Lady, Pongo, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Thomas O'Malley, Duchess, Dodger, Jaune-Tom, Chanticleer, Sawyer, Robespierre, Mewsette, Jerry, Oliver, Tramp, Louie (We're Back! A Dinosaur's Story), Cecilia, Clara, Gee Willikers, Igor, Scalawag, Pinocchio (Pinocchio and the Emperor of the Night), Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager (The Fearless Four), The Colonel, the Colonel's Soldiers, Alameda Slim, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Spirit, Mr. Winkie, Mr. Wesley, the Willie Brothers, Phil Willie, Gill Willie, Bill Willie, Rico, Napoleon (Animal Farm), Napoleon's Dogs, Wilbur, Charlotte, the Colonel's Horse, Boxer, Benjamin (Animal Farm), Patch of Heaven's Animals, Jeb, Ollie, Patch of Heaven's Pigs, Audrey (Home on the Range), Emperor Zurg, Tyler, Gantu (mentioned by Zurg), Lambert, and Diablo)
  • Battle Against the ACS Sector C (Patch of Heaven): (Featuring: the Colonel's Soldiers, Alameda Slim, Spirit, the Colonel, Buck, Thomas O'Malley, Wilbur, Little Creek, Tom, Jerry, Animal Farm's Cows, Animal Farm's Sheep, the Alley Cats, Scat Cat, Shun Gon, Peppo, Murphy, Francis (Oliver and Company), Einstein, Tito, Dodger, Rita, Junior, Brer Fox, Brer Bear, Bees (Tom and Jerry), Bees (Song of the South), Rico, Boxer, Benjamin (Animal Farm), Patrick (Home on the Range), Hit Cat, Billy Boss, Oliver, and Georgette)
  • Battle Against ACS Sector C (Greed's Mansion): (Featuring: Dr. Greed, Dr. Greed's Henchmen, the Manager, Unknown Corporate Manager (The Fearless Four), the Willie Brothers, Phil Willie, Gill Willie, Bill Willie, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Mr. Winkie, Mr. Jones, Mr. Wesley, Dr. J. "Sweetface" Applecheek, Tramp, Dr. Greed's Snake, Pongo, Perdita, Bluebeard, Francis (Felidae), Charlie Barkin, the Fearless Four, Alameda Slim, Junior, Rico, Rico's Black Horse, Itchy, Spirit, Little Creek, Buck, Lucky Jack, Thomas O'Malley, Dodger, Oliver, Jerry, Tom, Winkie's Weasels, Angry Mob (Animal Farm), Fred, Tortellini, the Alley Cats, Hit Cat, Peppo, Buster, Gwendolyn, and Platini)
  • Intermission: (Featuring: Winnie the Pooh, Pooh's Friends, Rabbit, Tigger, Piglet, Eeyore, Hazel, Hazel's Rabbits, Fiver, Silver, Dandelion, Pipkin, Simba, Tod (The Fox and the Hound), Kenai, Bambi, the Great Owl, Koda, Timon, Pumbaa, Blackberry, Big Wig, Captain Holly, Rutt, Tuke, Nala, Kehaar, Sebastian, Littlefoot's Friends, Cera, Petrie, Ducky, Littlefoot, Ariel, Littlefoot's Mother (shown in Littlefoot's memories), McLeach (shown in Littlefoot's memories), the Firebird (shown in Littlefoot's memeories), Spike (Land Before Time), Tiana, Naveen, Louis, Flounder, Ray, Mowgli, 26, 26's Friends, Kex Bradley, Mara, Terk, Tantor, Richard Tyler, Baloo, Bagheera, Rhoga, Thudd, Spazz, Dinosaur Eggs, Richard Tyler's Friends, Adventure, Fantasy, Horror, Shenzi, Scar, Banzai, General Woundwort, and Ed)
  • Forces of Simba vs. Forces of Woundwort (Featuring: Simba, Nala, Timon, Pumbaa, Winnie the Pooh, Pooh's Friends, Tigger, Rabbit, Piglet, Hazel's Rabbits, Big Wig, Dandelion, Kehaar, the Hyenas, Kenai, Tod (The Fox and the Hound), Vixey, Pipkin, Blackberry, Silver, Fiver, Hazel, Captain Holly, Kehaar, General Woundwort, Vervain, Niju, Nuk, Yak, Sumak, Rinkus, Sierra, Dil, Koda, Rutt, Tuke, Zazu, Woundwort's Rabbits, Shenzi, Banzai, Ed, Ichy, Panchito Pistoles, and Bambi)
  • Hubie and Rocko vs. Monstro (Also Featuring: Ariel)
  • Interlude (3): (Featuring: Simba, Bongo, Panchito Pistoles, José Carioca, Tod (The Fox and the Hound), Bambi, Brer Rabbit, Pecos Bill, Peter (Make Mine Music), the Hunters (Make Mine Music), Misha, Yasha, Vladimir (Make Mine Music), Timon, Pumbaa, Koda, Kenai, Sasha (Make Mine Music), Hubie, Ariel, the Pagemaster, Arthur (Starchaser: The Legend of Orin), Silica, Dr. Jumbaa, BEN, Gune, Pleakley, Stith, Hogarth Hughes, Dr. Doppler, Buzz Lightyear, Mira Nova, Booster, XR, Colin MacLeod, Dahlia, Julie, Dimitri, Vladimir (Anastasia), Milo Thatch, Grandmother Willow, Germaine, Captain Amelia, Gaetan "Mole" Moliere, Wilhelmina Packard, Joshua Sweet, Audrey Ramirez, Vinni Santorini, and Gantu)
  • Interlude (3.5): (Featuring: Hazel's Rabbits, Hazel, Silver, Dandelion, Pipkin, Fiver, Winnie the Pooh, Pooh's Friends, Piglet, Tigger, Rabbit, Eeyore, Triceratops (The Land Before Time) , Dimorphodon (Fantasia), Apatosaurus (Fantasia), Roo, Ornithomimus (Fantasia), Stegosaurus, Compsognathus (Fantasia), Big Wig, Edmontosaurus (Fantasia), Pteranodon (Fantasia), Captain Holly, Brachiosaurus​​​​​​​ (Land Before Time), Camptosaurus (Land Before Time), Archive Footage of McLeach's rampage (used for Sharptooth's rampage), Archive Footage of Lumpjaw's rampage (used for Sharptooth's rampage), Parasaurolophus (Fantasia), Psittacosaurus (Fantasia), Dimetrodon (Fantasia), Triceratops (Fantasia), Sharptooth, Ankylosaurus (Turok: Son of Stone), Carnotaurus (Turok: Son of Stone) (brief appearance), Archive Footage of T-Rex (Fantasia) (used as combination footage with Shaprtooth's), Timon, and Pumbaa)
  • Interlude (4): (Featuring: Taran, Eilonwy, Garrett, Avatar, Frodo Baggins, the Beast, Zak Young, Robin Hood, Peter Pan, Tinker Bell, Crysta, Weehawk, Archive Footage of Moses' Ring (used as combination footage with the One-Ring's), Ayden, Batty Koda, Archive Footage of Maes Hughes funeral scene from Fullmetal Alchemist: Brotherhood (used for the funeral of Ichabod Crane and many other heroes), Phoebus, Quasimodo, Pinocchio (D), Jiminy Cricket, Tack, Archive Footage of the Military of Amestris (Featured as Grave Diggers), Alice, Angel, Princess Jasmine, Anastasia Romanov, Pluto, Princess Yum-Yum, Ratty, Moley, Tulio, Miguel, Osmosis Jones, Drix, Mulan, Jim Hawkins, Stitch, Zeek, Odin (Heavy Metal 2000), Clopin, Mushu, Khan (Mulan), the Thief, Merlin, Arthur (D), Archimedes, the Genie, Lady Kluck, Ariel, Flounder, Sebastian, Tiana, Naveen, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, Hubie, Moses, Colin MacLeod, Dahlia, Sinbad, Archive Footage of King Dymas' Guards (used as the chief guards, who imprison Sinbad), Aladdin, Mickey Mouse, Donald Duck, Goofy, Omar's Friends, Stretch, Freddie, Daffers, Scotty, Mr. Toad, Tarzan, Minnie Mouse, Daisy Duck, Omar, Dizzy, Ludwig Von Drake, Professor MacKrill, Snow White (D), the Mad Hatter, the March Hare, Captain Neweyes, Kala, Marina (Sinbad: Legend of the Seven Seas), Prince Eric, El Supremo, Messina, Professor Archimedes Porter, Kerchak, Jane Porter, El Supremo's Military, Scar, Rinkus, Sierra, Shenzi, Ed, Banzai, Niju, Dil, and Ichy)
  • Battle at Grimhilde's Castle (Part 1) (Featuring: Queen Grimhilde, El Supremo, Aladdin, Captain, Hook, Sinbad, Tarzan, Mickey Mouse, Tzekel Kan, Marina (Sinbad: Legend of the Seven Seas), Spike (Sinbad: Legend of the Seven Seas), Drix, Lord Maliss, Osmosis Jones, Quasimodo, Miguel, Tulio, Altivo, Mr. Toad, the Mad Hatter, the March Hare, Phoebus, Abu, Morgana, Marina Del Ray, Messina, Ursula, the Thief, Anastasia Romanov, Princess Jasmine, Prince Eric, Tack, Princess Yum-Yum, Snow White (D), Jane Porter, Archive Footage of the Snake (The Legend of Tarzan: (The Race Against Time)) (used as combination footage with Messina's snake form), Professor Archimedes Porter, Alice, Kala, Ratty, Moley, Marina (The Pebble and the Penguin), Sinbad's Crew, Chief Tannabok's Warriors, Omar, Omar's Friends, Dizzy, Stretch, Ludwig Von Drake, Freddie, Daffers, Scotty, Angel, the Genie, Merlin, Ariel, Flounder, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, Tiana, Naveen, Arthur (D), Lady Kluck, Daisy Duck, Hubie, Minnie Mouse, El Supremo's Military, Professor MacKrill, Captain Neweyes, Cloak, Dagger, Archimedes (The Sword in the Stone), Kerchak, Lord Maliss' Goons, Donald Duck, Goofy, Louis, and Pluto,)
  • Intermission: (Featuring: Philoctetes, Hercules, Mama Odie, Kuzco, Megara, Pacha, Pegasus, Dr. Hamsterviel, Orin, Aviana, Cale Tucker, Akima Kunimoto, Dagg Dibrimi, the Iron Giant, the Grand Councilwoman, Leah Estrogen, Commander Nebula, Shang, Yao, Ling, Chien-Po, Arthur (Starchaser: The Legend of Orin), Dr. Jumbaa, Gune, BEN, and Silica)
  • Battle at Grimhilde's Castle (Part 2): (Featuring: Merlin, Archimedes (The Sword in the Stone), Simba, Aladdin, Princess Jasmine, Tzekel Kan, Mickey Mouse, Donald Duck, Goofy, Lord Maliss' Goons, Peter (Make Mine Music), Sasha (Make Mine Music), Lady Kluck, Pooh's Friends, Rabbit, Tigger, Eeyore, Moley, Tiana, Ray, Tarzan, Tzekel Kan's Illusions, Archive Footage of Pain and Panic's Snake Transformation (used as combination footage with that of Tzekel Kan's Illusions), Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance)) (used as combination footage with that of Tzekel Kan's Illusions), Kenai, Koda, Anastasia Romanov, Ratty, Mr. Toad, Tulio, Chel, Hazel, Hazel's Rabbits, Fiver, Pipkin, Blackberry, Dandelion, Silver, Tod (The Fox and the Hound), Archive Footage of the Rats (The Little Mermaid) (used as part of Tzekel Kan's Illusions), Big Wig, Archive Footage of the Rats (Watership Down) (used as part of Tzekel Kan's Illusions), Sinbad, Marina (Sinbad: Legend of the Seven Seas), Abu, Archive Footage of Jafar's Spiders (used as part of Tzekel Kan's Illusions), the Genie, Archive Footage of the Spider (Legend of Tarzan) (used as part of Tzekel Kan's Illusions), Archive Footage of Sharptooth's rampage (used for Sharptooth's introduction), Bambi, Pecos Bill, Widowmaker, Alice, Sharptooth, Ariel, Littlefoot, Phoebus, Archive Footage of the T-Rex (Legend of Tarzan) (used as combination footage with that of Sharptooth's), Piglet, Winnie the Pooh, Archive Footage of the T-Rex (Aladdin) (used as combination footage with that of Sharptooth's), Flounder, Archive Footage of the T-Rex (The Little Mermaid) (used as combination footage with that of Sharptooth's), Archive Footage of the Evil Genie, the Cabbage Merchant (Archive audio only), Daffers, Scotty, the Mad Hatter, the March Hare, Panchito Pistoles, Omar, Tack, Hubie, Captain Hook, Freddie, Bongo, Jane Porter, Colin MacLeod, Quasimodo, Louis, Dil, Ichy, Prince Eric, Timon, Pumbaa, Archive Footage of the Tick-Tock Crocodile (used as combination footage with that of Dil's), Dahlia, Miguel, Snow White (D), Angel, Archive Footage of the Alligator (Highlander: The Search for Vengeance) (used as combination footage with that of Dil's), Omar's Friends, Dizzy, Hercules, Pegasus, Brer Rabbit, Littlefoot's Friends, Cera, Naveen, Sinbad's Crew, and the Flying Carpet)
  • Battle at Marcus' Base: (Featuring: Emperor Zurg, Orin, Aviana, Cale Tucker, Marcus Octavius, Dr. Hamsterviel, the Iron Giant, Shang, Dagg Dibrimi, Lyle Tiberius Rourke, Rourke's Mercenaries, Zygon, Commander Nebula, Leah Estrogen, Yao, Ling, Chien-Po, Buzz Lightyear, Captain Amelia, Dimitri, Vladimir (Anastasia), Milo Thatch, Zygon's Droids, Mira Nova, Archive Footage of Avatar's Gun (used for Dimitri against Zurg and Preed against Mr. Arrow), Brain Pods, Hornets, Regular-Hornets, Arthur (Starchaser: The Legend of Orin), Silica, Stith, Marcus' Troops, BEN, Dr. Jumbaa, Akima Kunimoto, the Grand Councilwoman, the Galactic Federation's Guards, Lt. Helga Snclair, Gune, Hogarth Hughes, Dr. Doppler, Pleakley, Booster, XR, Audrey Ramirez, Vinni Santorini, Mega-Hornet, Jebidiah "Cookie" Farnsworth, Pooka, Mr. Arrow, and Preed)
  • Interlude 5: (Featuring: the Drej, the Drej Air Fleet, Hades, Pain, Panic, the Drej Queen, Tom, the League of Extaordinary Gentlemice, Dumbo, Timothy Q. Mouse, Basil, Dodger, Charlie Barkin, Itchy, Tiger (An American Tail), Tony Toponi, Bernard, Bianca, Oliver, Hans/the Nutcracker Prince, Roquefort, Jaq, Gus, Francis (Oliver and Company), Rita, Einstein, Figaro, Cleo, Mrs. Brisby, Jerry, Toby (The Great Mouse Detective), Dr. Dawson, Olivia Flaversham, Fievel Mousekewitz, Robespierre, Jaune-Tom, Rowf, Snitter, Danny (Cats Don't Dance), Chanticleer, the Tod (Plague Dogs), Mewsette, Sawyer, Edmond, Edmond's Friends, Patou, Snipes, Peepers, Tin Soldier, Maleficent, Maleficent's Goons, Jafar, Diablo, Iago, the R.L.S. Legacy, Captain Amelia, Buzz Lightyear, the Iron Giant, Hogarth Hughes, Booster, XR, Dagg Dibrimi, Arthur (Starchaser: The Legend of Orin), Cale Tucker, Akima Kunimoto, Pooka, Gune, Stith, Shang, Gaetan "Mole" Moliére, Vinni Santorini, Wilhelmina Packard, Jebidiah "Cookie" Farnsworth, Audrey Ramirez, Joshua Sweet, Milo Thatch, Dimitri, and Dr. Doppler)
  • Interlude 5.5: (Featuring: Thudd, Archive Footage of the Bridge from Atlantis: The Lost Empire (used as combination footage with that of the Bridge's from Dinotopia: Quest for the Ruby Sunstone), Richard Tyler, Richard Tyler's Friends, Adventure, Horror, Bagheera, Mowgli, Rhoga, 26, 26's Friends, Kex Bradley, Mara, Spazz, Archive Footage of the River from the Legend of Tarzan (used in the cutscene), Tantor, Terk, Baloo, Fantasy, the Carnotaurus (Turok: Son of Stone), Colonel Hathi, and the Jungle Patrol)
  • Interlude 6: (Featuring: Denahi, Sitka, Gantu, Tyler, Hades, Jafar, Mulan, Khan (Mulan), Julie, Jim Hawkins, Jiminy Cricket, Germaine, Clopin, Stitch, Pinocchio (D), Djali, Mushu, Odin (Heavy Metal 2000), Zeek, Dr. Schechter, Kerrie, Tyler's Victims, Jenny Foxworth, Cody, Robyn Starling, the Lost Boys, John Darling, Michael Darling, Lilo Pelekai, the Horned King, Nekron, Queen Juliana (Fire and Ice), Dr. Facilier, the Queen of Hearts, Madam Mim, Saruman, Nemo, Icarus, the Witches of Morva, Orddu, Orwen, Orgoch, Darkwolf, Derek, Turnip, Princess Irene, Larn, Teegra, Gandalf, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, the Coachman, the Coachman's Goons, the Coachman's Victims, Professor Screweyes, Sarousch, Stromboli, Honest John, Gideon, Puppetino, Hotep, Huy, Forte, Mommy Fortuna, King Haggard, Prince Lir, Kayley, Juliana (Quest for Camelot), Elinore, Belle, Maurice, the Unicorn/Lady Amalthea, Molly Grue, Schmendrick, Pocahontas, Princess Camille, Thumbelina, Curdie, the Good Fairy, Odette's Friends, Jean-Bob, Puffin, Meeko, Speed, Flit, Odette, and John Smith)
  • BATTLE AT THE CIRCUS (Featuring: Professor Screweyes' Eccentric Circus, Pinocchio (Pinocchio and the Emperor of the Night), Louie (We're Back! A Dinosaur's Story), Cecilia, Sarousch, Clara, Screweyes' Elephants, the League of Extraordinary Gentlemice, Jake, Bernard, Bianca, Charlie Barkin, Itchy, Fievel Mousekewitz, the SFX Operator (We're Back! A Dinosaur's Story), Professor Screweyes, the Coachman, Screweyes' Henchmen, Dodger, Oliver, Basil, Dr. Dawson, Rex's Dinosaur Gang, Dumbo, Tiger (An American Tail), Rex, Mrs. Brisby, Scalawag, Igor, Figaro, Hans/the Nutcracker Prince, Roquefort, Gus, Tom, Jerry, Woog, Archive Footage of Sharptooth's rampage (used for Rex's rampage), Tito, Jaq, Olivia Flaversham, Elsa, Dweeb, Tony Toponi, Screweyes' Fear Machine, the Clown (The Brave Little Toaster) (Projection Image of Screweyes' Fear Machine), Gee Willikers, Lt. Grumblebee, Francis (Oliver and Company), Einstein, Timothy Q. Mouse, Jeremy, Puppetino, Stromboli, Mommy Fortuna, Honest John, Gideon, Forte, Forte's Illusions, Justin, Rita, Stitch, Jim Hawkins, Mulan, Clopin, Julie, Pinocchio (D), Ruhk, Jiminy Cricket, the Marahute, Mushu, Cri-Kee, and Mommy Fortuna's Crow)
  • Mulan, Jim, and Stitch vs. Dr. Schetcher, Hotep and Huy (Also Featuring: Kerrie, Sarah Hawkins, Nani Pelekai, Dean McCoppin, Annie Hughes, Anne-Marie, Cody, Pinocchio (D), Esmeralda, Jaq, Gus, Penny, Jenny Foxworth, Oliver, Lilo Pelekai, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Germaine, Fagin, Mushu, Jake, Bianca, John Darling, the Lost Boys, Michael Darling, Robyn Starling, Tom, Jerry, Charlie Barkin, Rosy (Balto), Jiminy Cricket, Egyptian Priests (cameo appearance), Cri-Kee, Morph, Clopin, Hotep and Huy's Illusions, Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance)) (used as combination footage with that of Hotep and Huy's Illusions), Archive Footage of Captain Hook's trapdoor (used as trapdoor to Hotep and Huy), Tyler's Victims, Julie, Odin (Heavy Metal 2000), Zeek, and Khan (Mulan))
  • Aftermath: (Featuing: the Lizardmen, Lizardmen Warriors, Tyler, Lambert, Jafar, Iago, and Hades)
  • Interlude 7: (Featuring, Balto, Great Great Granmother Irene, Ogthar, Ogthar's Dinosaur Army, Archive Footage of Sharptooth's rampage (used for Ogthar's Dinosaur Army awakening), Archive Footage of the Vanishing Isle's Turtle Eye (used for Ogthar's Dinosaur Army awakening), Crysta, Taran, Zak Young, Tinker Bell, Batty Koda, and the Nazgûl)
  • Battle at Nekron's Castle: (Featuring: Nekron's Subhumans, Garrett, Devon, Cornwall, Peter Pan, Robin Hood, Skippy, the Beast, Nekron, the Queen of Hearts, Dr. Facilier, Avatar, Weehawk, Madam Mim, Archive Footage of Merlin's magic (used for Mim's defeat), Archive Footage of Jafar's initial defeat (used for Mim's defeat), Flamingo Poles, Frodo Baggins, Shadow Demons, Aragorn, Samwise Gamgee, Facilier's Shadow, Archive Footage of Ursula's lightning bolt (used by Nemo and his friends), Nemo, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, Saruman, Eilonwy, Saruman's Army, the Orcs, the Uruk-Hai, Grishnákh, Taran, the Nazgûl, the Witch-King of Angmar (cameo appearance), Archive Footage of Jafar's disappearance (used for Saruman's disappearance), King Haggard, Odette's Friends, Speed, Jean-Bob, Puffin, the Unicorn/Lady Amalthea, Molly Grue, Prince Lir, Thumbelina, Prince Cornelius, Lumiere, Cogsworth, Buzzbee, Little John, the Nottingham Villagers, Toby's Father (Robin Hood), Kayley, Juliana (Quest for Camelot), Curdie, Belle, Crysta, Tinker Bell, Schmendrick, Maid Marian, Icarus, Princess Camille, Professor Genius, Queen Juliana (Fire and Ice), John Smith, Pocahontas, Meeko, the Beast's Servants, Mrs. Potts, Denahi, Fflewddur Fflam, Ayden, Elinore, and Odette)
  • Aftermath: (Featuring: Frodo Baggins, Maurice, Thumbelina, Taran, Avatar, Peter Pan, Eilonwy, Fflewddur Fflam, the Unicorn/Lady Amalthea, Curdie, Belle, Robin Hood, Weehawk, Pocahontas, Devon, Cornwall, the Beast, Crysta, Kayley, Garrett, and Aragorn, Archive Footage of Moses' Ring (used as combination footage with that of the One-Ring's)
  • Epilogue: (Featuring: the Grand Councilwoman, the Galactic Federation's armanda, the Galactic Federation's Guards, Lyle Tiberius Rourke, Cobra Bubbles, Dr. Hamsterviel, Archive Footage of the Destroyed Facility from Heavy Metal 2000 (used for the remnants of the circus), Sarousch, Forte, the Colonel (Spirit: Stallion of the Cimarron), Frollo's Soldiers, the Colonel's Soldiers, Happy Jester, Sad Jester, Sarousch's Short Minion, Pongo, Kong, the Colonel (101 Dalmatians), Sergeant Tibbs, Jock, Trusty, Napoleon (D), Lafayette, Thomas O'Malley, Francis (Felidae), Perdita, Napoleon (Animal Farm), Cat R. Waul, Waul's Henchmen, Ratigan, Ratigan's Thugs, Carface, Meowrice, Warren T. Rat, Digit, the Grand Duke of Owls, Jenner, the Mouse King, Berkeley Beetle, the Grundel Toad, Jack-in-the-Box, the Royal Council, King Stefan, the Emperor of China, King Stefan's Guards, the Chinese Imperial Army, the King of France, the Grand Duke (D), King Papa, King Papa's Knights, Queen Leah, the Wise Faction, Merlin, Gandalf, Magi Lune, Mother Nature, the Blue Fairy, the Good Fairy, Grandmother Willow, Carolinus, the Pagemaster, Mama Odie, Great Great Grandmother Irene, the Great Owl, Nicodemus, Rafiki, Archimedes (The Sword in the Stone), Queen Grimhilde, Ogthar, Rhoga, Thudd, Ogthar's Dinosaur Army, Giganotosaurus, Allosaurus, Albertosaurus, Spinosaurus, Baryonyx, Captain Hook, Lord Maliss, Tzekel Kan, El Supremo's Military, El Supremo, Messina, Goofy, Phoebus, Moses, Osmosis Jones, Tack, Aladdin, the Genie, Lilo Pelekai, Stitch, Jim Hawkins, Sarah Hawkins, Mulan, Tzipporah, Miriam, Aaron, Hebrews, Mickey Mouse, Donald Duck, the Drej, the Titans, and Mok)
  • Next Time: (Featuring: Aladdin, Zigzag, Garrett, Ayden, the Beast, the Horned King, Rasputin, Rothbart, Taran, Ruber, Sinbad, Captain Hook, Colin MacLeod, Mulan, Tyler, Jim Hawkins, Buzz Lightyear, Zygon, Thrax, John Silver, Merlin, Tzekel Kan, Tarzan, Sharptooth, Simba, Balto, Quasimodo, Omar, Dr. Facilier, El Supremo, Messina, Eris, Ariel, the Roc, Shere Khan, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Ducky, Petrie, Ursula, Fievel Mousekewitz, Basil, Scar, Big Wig, Hercules, Lord Maliss, the Seven Dwarfs, the Blue Meanies, Velociraptors (Land Before Time), Pongo, Francis (Felidae), Cruella De Ville, Claudandus, Tack, Jafar, Avatar, Hades, Julie, the Hydra (Hercules), Pterano, Bambi, General Woundwort, Orin, Emperor Zurg, Cat R. Waul, Waul's Henchmen, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Napoleon (Animal Farm), Animal Farm's Pigs, Anastasia Romanov, Lady Tremaine, Drizella Tremaine, Lilo Pelekai, Stitch, Winnie the Pooh, Pooh's Friends, Piglet, Rabbit, Prince Froglip, Miguel, Tulio, Frollo, Spirit, Derek, Maleficent/Dragon Maleficent, the Spring Sprite, Hexxus, Moses, Chernabog, Mok, Mickey Mouse, Mok's Supercomputer, and Mok's Mysterious Friend)

Round 15:

  • Prologue: (Featuring: the Horned King's Alliance, the Horned King, Dr. Facilier, Ruber, Rothbart, Yzma, Kronk, Prince John, Napoleon's Dogs (Animal Farm), Napoleon (Animal Farm), Animal Farm's Pigs, Red/Disguised Red, Cat R. Waul, Ratigan, Meowrice, Claudandus, Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Sheep, Animal Farm's Geese, Animal Farm's Horses, Animal Farm's Goat, Boxer, Benjamin (Animal Farm), Patch of Heaven's Animals, Larry (Home on the Range), Audrey (Home on the Range), Wilbur, Patch of Heaven's Piggies, Jan Mouse, Jenner, Frollo, Ratcliffe, the Colonel, the Colonel's Soldiers, the Colonel's Horse, Wiggins, Percy, Dodger, Francis (Oliver and Company), Basil, Pongo, Perdita, Bernard, Bianca, Francis (Felidae), Patch of Heaven's Cows, Maggie, Grace, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Rowf, Snitter, Lady, Tramp, Edmond, Edmond's Friends, Patou, Snipes, Peepers, the Fearless Four, Buster, Gwendolyn, Mrs. Calloway, Fievel Mousekewitz, Tony Toponi, Tom, Jerry, Roquefort, Timothy Q. Mouse, Dumbo, Jaune-Tom, Charlie Barkin, Itchy, Mrs. Brisby, Jaq, Gus, Prince Froglip, Pocahontas, Larn, John Smith, King Jarol, Darkwolf, Teegra, King Jarol's Soldiers, Pterosaurs (Fire and Ice), Merlin, King Stefan, the Van's Drivers (Animal Farm), Ollie, Goldie, Charlotte, Templeton, and Patch of Heaven's Hens)
  • Battle of the Native Lands: (Part 1): (Featuring: Ratcliffe, Wiggins, the Colonel, Sergeant Adams, the Colonel's Soldiers, Ratcliffe's Colonists, Thomas, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Spirit, Buck, Lucky Jack, Archive Footage of Denahi's spear (used for the villains attacks), Prince John's Army, the Wolf Archers, Nekron's Subhumans, Little Creek, Pocahontas, the Colonel's Horses, Flit, Meeko, Teegra, Ben, Lon, the Powhatan Tribe, Chief Powhatan, the Powhatan Warriors, Pterosaurs (Fire and Ice), Darkwolf, King Jarol's Soldiers, Prince John, Larn, the Sheriff of Nottingham, John Smith, Grandmother Willow, Shorthair, Murphy, the Rhino Guards, and Sir Hiss)
  • Battle of the Native Lands (Part 2): (Featuring: Spirit, Little Creek, Pocahontas, Larn, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, the Colonel's Soldiers, the Colonel's Horses, John Smith, Lucky Jack, Ratcliffe, Thomas, Ratcliffe's Colonists, Teegra, Darkwolf, Buck, the Colonel, Meeko, Flit, Percy (non-canon appearance), Ben, Lon, and Sergeant Adams)
  • Interlude (1): (Featuring: Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Sheep, Animal Farm's Goat, Benjamin (Animal Farm), Patch of Heaven's Animals, Jeb, Ollie, Patch of Heaven's Piggies, Audrey (Home on the Range), Wilbur, Jan Mouse, Squealer, Templeton, Goldie, Charlotte, Napoleon (Animal Farm), Napoleon's Dogs (Animal Farm), Animal Farm's Geese, Animal Farm's Pigs, Queen Grimhilde, Yzma, Scowl, Batso, Cruella De Ville, Shere Khan, Angry Mob (Animal Farm), Sykes, Madam Medusa, Edgar, Mr. Lickboot, Mr. Jones, Animal Farm's Horses, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Panchito Pistoles, José Carioca, Bongo, Brer Rabbit, Pecos Bill, Peter (Make Mine Music), Sasha (Make Mine Music), Lucky Jack, and Widowmaker)
  • Battle of Patch of Heaven: (Featuring: Cat R. Waul, Napoleon (Animal Farm), Ratigan, Ratigan's Thugs, Carface, Meowrice, Animal Farm's Pigs, Pongo, Perdita, Francis (Felidae), Tramp, Charlie Barkin, the Grand Duke of Owls, Warren T. Rat, Dodger, Rita, Tito, Francis (Oliver and Company), Einstein, Waul's Henchmen, the League of Extraordinary Gentlemice, Basil, Jenner, Danny (Cats Don't Dance), Dumbo, Tin Soldier, Oliver, Bernard, the Mott Street Maulers, Roquefort, Jaq, Gus, Tom, One-Eye (An American Tail), Frenchy, Slim (An American Tail), Jerry, Duchess' kittens, Marie, Toulouse, Berlioz, Fievel Mousekewitz, the 99 Puppies, Timothy Q. Mouse, Bianca, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Mrs. Brisby, Mr. Ages, Lady, Patch of Heaven's Animals, Patch of Heaven's Pigs, Ollie, Patch of Heaven's Piggies, Jeb, Audrey (Home on the Range), Wilbur, Panchito Pistoles, José Carioca, Pecos Bill, Widowmaker, Peter (Make Mine Music), Robespierre, the Mouse King, the Rats (The Little Mermaid), Thomas O'Malley, Duchess, Goldie, the Rats (Watership Down), Bongo, Brer Rabbit, Templeton, the Rat (Lady and the Tramp), Archive Footage of the Rat (Felidae) (used as combination footage with that of the Rat from the Lady and the Tramp movie), the Rodent (Gay Purr-ee), Jaune-Tom, Kong, Sasha (Make Mine Music), Sergeant Tibbs, Gwendolyn, the Aracuan Bird, Edmond, Edmond's Friends, Patou, Snipes, Peepers, Felonius, Killer, Carface's Dogs, Berkeley Beetle, the Grundel Toad, Sonia, Georgette, Dr. Dawson, Orville, the Mice (Cinderella), Archive Footage of Avatar's Gun (used by Basil against the Grand Duke of Owls), the Animal Cruelty Squad, the Fearless Four, Buster, Fred, Rowf, Snitter, Madam Medusa, Edgar, Angry Mob (Animal Farm), Robyn Starling, Cody, Sykes, Penny, Roscoe, Desoto, Bluebeard, Cruella De Ville, Archive Footage of the Barrels (Robin Hood) (used as combination footage with that of their same name type from the Animal Farm), the Barrels (Animal Farm), Squealer, Mr. Jones, Aunt Figg, Jenny Foxworth, Anne-Marie, Mr. Lickboot, Itchy, Charlotte, Tiger (An American Tail), Mewsette, Sawyer, Jake, Archive Footage of the Man's Wildfire (used for the explosion fire of the Windmill Tower from the Animal Farm), Jeremy, Tortellini, Jack-in-the-Box, Justin, Chanticleer, Sparky, Benjamin (Animal Farm), Animal Farm's Animals, Animal Farm's Cows, Animal Farm's Horses, Animal Farm's Sheep, Ivan, Animal Farm's Goat, Animal Farm's Geese, Fidget, Archive Footage of Maleficent's Lightning Flash (used for Red's sudden appearance), Red/Disguised Red, Archive Footage of Chernabog's hellfire (used for Red's torture to Napoleon from Animal Farm), Tony Toponi, and Claudandus)
  • Interlude (2): (Featuring: Aladdin, Miguel, Tulio, Alice, Osmosis Jones, Drix, Abu, Ludwig Von Drake, Snow White (D), the R.L.S. Legacy, XR, Mira Nova, Booster, Buzz Lightyear, Mr. Toad, Esmeralda, Tack, Jim Hawkins, the Iron Giant, Hogarth Hughes, Lilo Pelekai, Stitch, Captain Amelia, Mickey Mouse, Donald Duck, Goofy, Omar's Friends, Dizzy, Stretch, Omar, Anastasia Romanov, Dimitri, Milo Thatch, Dr. Doppler, Quasimodo, Orin, Cale Tucker, Ratty, Moley, Dr. Jumbaa, Pleakley, Shang, Morph, Archive Footage of the Destroyed Village from Mulan (used as for the remnants of Patch of Heavens), Maggie, Edmond, the League of Extraordinary Gentlemice, Basil, Pongo, the Great Owl, Bernard, Bianca, Roquefort, Snitter, Rowf, Charlie Barkin, Itchy, Jaq, Perdita, Orville, Garrett, Robin Hood, Maid Marian, Nemo, Princess Irene, Taran, Eilonwy, Schmendrick, Molly Grue, Prince Lir, the Unicorn/Lady Amalthea, Belle, Derek, Prince Phillip, Peter Pan, Curdie, Avatar, Hercules, Megara, Cinderella, Kida, Frodo Baggins, Crysta, Prince Cornelius, Kuzco, Pacha, the Beast, Devon Cornwall, Ayden, Kayley, Tom, Robyn Starling, Jerry, Jasper Badun, Horace Badun, Aunt Figg, Mr. Lickboot, the 99 Puppies, Rolly, Patch, Odette, Julie, Odette's Friends, Jean-Bob, Speed, John Darling, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Arthur (D), Puffin, Wendy Darling, Germaine, Archimedes (The Sword in the Stone), the Genie, Lady Kluck, the Lost Boys, Michael Darling, the Seven Dwarfelles, Thunderella, Snow White (Happily Ever After), Rex's Dinosaur Gang, Rex, Woog, Elsa, Dweeb, Stanley, Pinocchio (Pinocchio and the Emperor of the Night), Gorbash/Peter Dickison, Danielle, Aragh, Giles, Louie (We're Back! A Dinosaur's Story), Cecilia, the Seven Dwarfs, Clara, Pavlova, Scalawag, Igor, Hans/the Nutcracker Prince, Gee Willikers, Lt. Grumblebee, Sir Orin Nevile Smythe, Smythe's Horse, Maleficent, Hades, Jafar, Ommadon's Dragon Army (shown in Maleficent's vision), Ommadon (shown in Maleficent's vision), Bryagh (shown in Maleficent's vision), and Iago)
  • THE CHASE: (Featuring: Francis (Felidae), Pongo, Perdita, the Labrador (cameo appearance), Fagin, Charlie Barkin, Itchy, Danny (Cats Don't Dance), Jaune-Tom, Cruella De Ville, Thomas O'Malley, Dodger, Tito, Rita, Francis (Oliver and Company), Lady, Tom, Jerry, Jasper Badun, Horace Badun, the Tod (Plague Dogs), Rowf, Snitter, the 99 Puppies, Robespierre, Bluebeard, Duchess, Duchess' kittens, Marie, Toulouse, Berlioz, Oliver, Tramp, Anne-Marie, Madam Medusa, Edgar, the Truck Driver (101 Dalmatians), Aunt Figg, Mr. Lickboot, Ferdinard, Sykes, Dr. J. "Sweetface" Applecheek, Napoleon (The Arisocats), Lafayette, Jock, Trusty, Einstein, Balto, Robyn Starling, Jenny Foxworth, Roscoe, Desoto, and Georgette)
  • Intermission: (Featuring: Jim Hawkins, Morph, Mushu, Cri-Kee, Mulan, Khan (Mulan), the Horned King, and the Cauldron Born)
  • The Outskirts: (Featuring: Garrett, Dr. Facilier, Avatar, Frodo Baggins, Prince Phillip, Flora, Fauna, Merryweather, the Orcs, the Uruk-Hai, the Nazgûl, Robin Hood, Grishnákh, the Nottingham Villagers, Toby's Father (Robin Hood), Otto, Toby (Robin Hood), Sis, Peter Pan, Taran, the Beast, Skippy, Uglúk, Hercules, the Griffin (Quest for Camelot), Belle, Kuzco, Ruber, Metal Army, Pegasus, Curdie, the Queen of Hearts, the Card Soldiers, Weehawk, Elinore, the King of Hearts (cameo appearance), Flamingo Poles, Kayley, the Unicorn/Lady Amalthea, Archive Footage of Sharptooth's rampage scene (used for Rex's Dinosaur Gang's sudden appearance), Rex's Dinosaur Gang, Rex, Elsa, Woog, Dweeb, Snow White (Happily Ever After), Clara, Cinderella, Kida, Gorbash/Peter Dickison, Gurgi, Pinocchio (Pinocchio and the Emperor of the Night), Stanley, the Seven Dwarfelles, the Backson, Thunderella, Cecilia, Aragh, Sir Orin Nevile Smythe, Smythe's Horse, Danielle, Giles, Pacha, the Seven Dwarfs, Bladebeak, Denahi, the Beast's Servants, Lumiere, Cogsworth, the Sultan (Beauty and the Beast) (cameo appearance), Maurice, and Hans/the Nutcracker Prince)
  • Outside the Castle: (Featuring: Nemo, Icarus, Princess Camille, Professor Genius, Rothbart, Doc (Snow White and the Seven Dwarfs), Belle, Clavious, Zelda, Cinderella, Devon, Cornwall, Queen Gnorga, Crysta, Flora, Fauna, Merryweather, Odin (Atlantis: Milo's Return), Princess Irene, Turnip, Derek, Thumbelina, Rex's Dinosaur Gang, Rex, Elsa, Woog, Dweeb, Snow White (Happily Ever After), Louie (We're Back! A Dinosaur's Story), Stanley, Kuzco, Pacha, Taran, Eilonwy, the Beast's Servants, Cogsworth, Hercules, Lumiere, Denahi, Knuckles, the Seven Dwarfelles, Frodo Baggins, Fflewddur Fflam, Gurgi, Robin Hood, Clara, the Beast, Kayley, Avatar, Yzma, Kronk, Molly Grue, Batty Koda, Garrett, Ayden, Curdie, Incan Palace Guards, Aragorn, Sir Orin Nevile Smythe, Schmendrick, Prince Lir, Hans/the Nutcracker Prince, Megara, Pinocchio (Pinocchio and the Emperor of the Night), Peter Pan, Tinker Bell, the Wolf (Atlantis: Milo's Return) (cameo appearance), Thunderella, Weehawk, the Genie, the Unicorn/Lady Amalthea, Odette, Odette's Friends, Jean-Bob, Puffin, Speed, Stanley's Magical Flower, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), the Lost Boys, John Darling, Arthur (D), Bridget, Archimedes (The Sword in the Stone), Lady Kluck, and Julie)
  • Inside the Castle: (Featuring: Garrett, Kayley, the Beast, Avatar, Taran, the Unicorn/Lady Amalthea, Schmendrick, Molly Grue, Peter Pan, the Horned King's Alliance, the Horned King, Crysta, Robin Hood, Nemo, Icarus, Prince Phillip, Samson, Curdie, Princess Irene, Denahi, Aragorn, Hercules, Derek, Jafar, Pacha, Clara, the Seven Dwarfs, Pinocchio (Pinocchio and the Emperor of the Night), Arthur (D), Louie (We're Back! A Dinosaur's Story), Cecilia, the Genie, Hades, Thumbelina, Cinderella, Snow White (Happily Ever After), Kida, Stanley, Stanley's Magical Flowers, Gorbash/Peter Dickison, Julie, the Wise Faction, Merlin, Rex, the Royal Council, King Stefan, the Horned King's Barbarian Guards, the King's Guards, King Papa's Knights, Creeper, Giles, Frodo Baggins, Figaro, Rothbart, Dr. Facilier, Ruber, the Metal Army, the Orcs, the Uruk-Hai, the Nazgûl, the Grand Duke (D), the King of France, Grishnákh, Sir Ector, Sir Kay, Queen Gnorga, King Llort, Trolls of Queen Gnorga (cameo appearance), Dark Thorny Creatures (Quest for Camelot), Archive Footage of Maleficent's Thorns (used as combination footage with that of the Dark Thorny Creatures'), Flora, Fauna, Merryweather, Mama Odie, Rafiki, Philoctetes, Kuzco, Bridget, Mother Nature, Archimedes (The Sword in the Stone), the Queen of Hearts, the Card Soldiers, Professor Genius, Flamingo Poles, Yzma, Incan Palace Guards, the Pagemaster, Odette's Friends, Jean-Bob, Kronk, Puffin, Odin (Atlantis: Milo's Return), Prince Lir, Zak Young, Weehawk, Clavious, Pacha, Zelda, Lady Kluck, Shadow Demons, the Seven Dwarfelles, Thunderella, Hans/the Nutcracker Prince, Prince Cornelius, Li'l Bee, Gnatty, Baby Bug, Batty Koda, Buzzbee, Odette, Sir Orin Nevile Smythe, Tinker Bell, Jafar's Monsters, the Minotaur, the Griffin (Hercules), Unknown Lizard Monster (Hercules), the Red Bull (Hercules), Germaine, Gandalf, Woog, Speed, Elinore, Little John, Pegasus, the Beast's Servants, Lumiere Cogsworth, Ommadon's Dragon Army, Ommadon, Bryagh, Scalawag, Igor, the Two-Headed Serpent, Gee Willikers, Lt. Grumblebee, Ayden, the Hydra (Star vs. The Forces Of Evil), Danielle, Devon, Cornwall, Maurice, the Cauldron Born, Turnip, Pavlova, the Lost Boys, the Headless Horseman, the Headless Horseman's Horse, the Red Bull (The Last Unicorn), Maid Marian, Mother Rabbit, Skippy, Sis, Tagalong, Eilonwy, Belle, Fflewddur Fflam, the Boomps, Oompa, Oompo, Oomp, Oompy, Oompe, Zeus, Olympian Gods, Poseidon, Archive Footage of Atlantis flood (used for the Red Bull's incineration), and Hermes, Archive Footage of Agrabah's destruction (used for the destruction of the Horned King's citadel), Archive Footage of Jafar's disappearance (used for the escape of the heroes))
  • Interlude (3): (Featuring: Jim Hawkins, Shang, Mulan, Yao, Ling, Chien-Po, Shang's Horse (cameo appearance), the Chinese Imperial Army (cameo appearance), Mickey Mouse, Alice, Pinocchio (D), Quasimodo, Simba, Ariel, Flounder, Sebastian, Milo Thatch, Audrey Ramirez, Anastasia Romanov, Moses, Aaron, Hebrews, Sinbad, Sinbad's Crew, Marina (Sinbad: Legend of the Seven Seas), Rat, Freddie, Ratty, Moley, Littlefoot, Littlefoot's Friends, Cera, Spike (Land Before Time), Petrie, Ducky, Osmosis Jones, Colin MacLeod, Kenai, Bambi, Hogarth Hughes, the Iron Giant, Winnie the Pooh, Pooh's Friends, Rabbit, Tod (The Fox and the Hound), Hazel, Hazel's Rabbit's, Fiver, Dandelion, Big Wig, Pipkin, Blackberry, Silver, Hubie, Miguel, Tulio, Tiana, Naveen, Aladdin, Tarzan, Tack, Princess Yum-Yum, Omar, Abu, Jane Porter, and the Flying Carpet)
  • Interlude (4): (Featuring: Queen Grimhilde's Alliance, Queen Grimhilde, Captain Hook, Lord Maliss, El Supremo, Messina, Ogthar, Tzekel Kan, Ursula, Scar, Shere Khan, Zira, Drake, General Woundwort, Ozzy, Strut, Rinkus, Sierra, Niju, McLeach, Clayton, Amos Slade, Sinbad, Sinbad's Crew, Kale, Aladdin, Simba, Ariel, Tarzan, Quasimodo, Omar, Mickey Mouse, Pluto, Pooh's Friends, Winnie the Pooh, Piglet, Littlefoot's Friends, Littlefoot, Spike (Land Before Time), Ducky, Petrie, Pinocchio (D), Miguel, Tulio, Tack, Anastasia Romanov, Dimitri, Alice, Mr. Toad, Hogarth Hughes, Osmosis Jones, Drix, Milo Thatch, Vinny Santorini, Gaetan "Mole" Moliére, Dahlia, Colin MacLeod, Freddie, Hubie, Tiana, Naveen, Bambi, Faline, Kenai, Koda, Tod (The Fox and the Hound), Hazel's Rabbits, Dandelion, Big Wig, Blackberry, Hazel, the Iron Giant, Goofy, Donald Duck, Princess Jasmine, the Flying Carpet, Pongo, Perdita, Balto, Francis (Felidae), Lady, Tramp, Tom, Jerry, Danny (Cats Don't Dance), Jenna, Muk, Luk, Boris, Thomas O'Malley, Duchess, Charlie Barkin, Itchy, Jaune-Tom, Dodger's Gang, Rita, Tito, Francis (Oliver and Company), Rowf, Snitter, the Tod (Plague Dogs), Yzma, Kronk, Mechanical Attack Squid, Chief Blue Meanie, Rhoga, Thudd, Mowgli, Bagheera, Baloo, Tantor, Terk, 26's Friends, 26, Kex Bradley, Mara, Spazz, Richard Tyler, Mechanical Dinosaur Robots, Richard Tyler's Friends, Adventure, Horror, Fantasy, Fly, Sebastian, Chuck, Stella, Sasha (Help! I'm a Fish), Flounder, Joe's Fish Army, the Shark (Help! I'm a Fish), Fish Soldiers, Joe, Merlin, Garrett, Ayden, Peter Pan, the Seven Dwarfs, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Dopey, Tinker Bell, and the Forest Animals (Snow White and the Seven Dwarfs))
  • Part 1: Outside the Castle (Featuring: Simba, the Lionesses, the Blue Meanies, Chief Blue Meanie, Max (Yellow Submarine), the Four-Headed Dog, Apple Bonkers, Hidden-Persuader Men, Aladdin, Mickey Mouse, the Iron Giant, Peter Pan, the Forest Animals (Snow White and the Seven Dwarfs), the Seven Dwarfs, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Common-Blue Meanies, Anti-Music Missile, Timon, Osmosis Jones, Archive Footage of Grewnge's blast shot, (used to represent the Anti-Music Missile's attack), Dahlia, Countdown Clowns, Pluto, Jack-the-Nippers, the Dreadful Flying Glove, Donald Duck, Goofy, Snapping-Turtle-Turks, Yzma, Kronk, Mechanical Attack Squid, Drix, Freddie, Colin MacLeod, Batso, Scowl, Dopey, Grumpy, Tinker Bell, and Queen Grimhilde)
  • Part 2: Inside the Castle (Featuring: Ogthar, Rhoga, Thudd, Queen Grimhilde/the Hag, 26, 26's Friends, Spazz, Mechanical Dinosaur Robots, Kex Bradley, Mara, Baloo, Tantor, Terk, Captain Hook, Captain Hook's Pirates, Mullins, Turk, Bagheera, Aladdin, Mickey Mouse, Pluto, Donald Duck, Goofy, Richard Tyler, Peter Pan, Tinker Bell, El Supremo, Messina, Lord Maliss/Dragon Maliss, Mowgli, Princess Jasmine, Colin MacLeod, El Supremo's Military, Timon, Pumbaa, the Seven Dwarfs, Archive Footage of Snake Jafar (used to represent Messina's snake form), Archive Footage of the Snake (The Legend of Tarzan: (The Gauntlet of Vengeance) (used to represent Messina's snake form), Simba, Daffers, Scotty, Richard Tyler's Friends, Adventure, Fantasy, Horror, Dahlia, Freddie, Big-Ben (Freddie as F.R.O.7), Abu, and the Ogthar's Mechanical Scorpion)
  • Interlude (5): Arthur (The Sword in the Stone), Archimedes (The Sword in the Stone), Merlin, Taran, Eilonwy, Kida, Hercules, the Seven Dwarfelles, Fflewddur Fflam, Megara, Philoctetes, Pegasus, Clara, the Marahute, Figaro, Orville, Cody, Gee Willikers, the League of Extraordinary Gentlemice, Basil, Fievel, Bernard, Bianca, Pinocchio (Pinocchio and the Emperor of the Night), Timothy Q. Mouse, Mrs. Brisby, Roquefort, Jaq, Gus (Cinderella), Igor, Scalawag, Hans, Toby (The Great Mouse Detective), Dumbo, Pavlova, Monstro, Rocko, Uncle Drosselmeier, Geppetto (Pinocchio and the Emperor of the Night), Geppetto (D), King Triton/Polyp Triton, the Vultures (The Jungle Book), Hazel, General Woundwort, Woundwort's Rabbits, Tod (The Fox and the Hound), and Bambi)
  • Part 3: Under the Sea: (Featuring: Ariel, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Arthur (The Sword in the Stone), Flounder, Joe's Fish Army, Crab General, Crab Soldiers, Joe, the Shark (Help! I'm a Fish), Ursula, Flotsam, Jetsam, Archive Footage of the Octopus (Help! I'm a Fish) (used to represent Ursula's attacks), Sebastian, Marina Del Ray, Electric Eels, the Piranhas (Help! I'm a Fish), and Monstro)
  • Part 4: On the Cliffs: (Featuring: Pooh's Friends, Eeyore, Winnie the Pooh, Piglet, Tigger, Rabbit, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time, Ducky, Petrie, Hazel's Rabbits, Hazel, Fiver, Blackberry, Woundwort's Rabbits, Bambi, Tiana, Naveen, Silver, Big Wig, Dandelion, Hyzenthlay, Blackavar, Captain Holly, Pipkin, the Vultures (The Jungle Book), Archimedes (The Sword in the Stone), Kida, General Woundwort, Tod (The Fox and the Hound), Kenai, Niju, Drake, McLeach, Ray, Louis, Koda, Ariel, Flounder, Monstro, Arthur (The Sword in the Stone), Fly, Joanna, Faline, the Dog (Watership Down), the Hunter's Dogs (Bambi), and Scuttle)
  • Part 5: Ocean Battle (First Half): (Featuring: Sinbad, Sinbad's Crew, Marina (Sinbad: Legend of the Seven Seas), Tarzan, Professor Archimedes Porter, Prince Eric, Quasimodo, Milo Thatch, Tack, Princess Yum-Yum, Captain Hook, Hook's Pirates, Turk, Mullins, Miguel, Jed, Rat, Bill Jukes, Hubie, Anastasia Romanov, Black Murphy, Omar's Friends, Stretch, Wibbles, Omar, Starkey, Jiminy Cricket, Pinocchio (D), Long John Silver's Pirates (Archive Footage, used to represent Captain Hook's Pirate Crew's attacks), Ratty, Mr. Toad, the March Hare, Jane Porter, Alice, Marina (The Pebble and the Penguin), the Thief, Morgana, Tulio, Chel, Dimitri, Ariel, Kida, Messina, Captain Phoebus, Cetus/The Kraken (Archive Footage, used to represent Messina's monster and final form), the Octopus (The Legend of Tarzan) (Archive Footage, used to represent Messina/Cetus' attacks), Vinny Santorini, Gaetan "Mole" Moliére, the Kraken (Atlantis: Milo's Return) (Archive Footage, used to represent Messina/Cetus' attacks), Scuttle, Tantor, Cloak, Dagger, Angel, Undertow (cameo), Dizzy, Proteus, King Dymas' Guards, Kale, and Esmeralda)
  • Part 6: Ocean Battle (Second Half): (Featuring: Pinocchio (Pinocchio and the Emperor of the Night), the League of Extraordinary Gentlemice, Basil, Cody, Clara, Pavlova, Scalawag, Igor, Monstro, Fievel, Mrs. Brisby, Timothy Q. Mouse, Roquefort, Tiger (An American Tail), Dumbo, Hans/the Nutcracker Prince, Dr. Dawson, Gus (Cinderella), Justin, Gee Willikers, Lt. Grumblebee, Bernard, Bianca, Esmeralda, Kida, Miguel, Altivo, Anastasia Romanov, Jaq, Hubie, Ursula, Arthur (The Sword in the Stone), Chuck, Flounder, Sebastian, Sinbad's Crew, Rat, Spike (Sinbad: Legend of the Seven Seas), Marina (Sinbad: Legend of the Seven Seas), Tarzan, Pinocchio (D), Ratty, Moley, Omar, Tack, Alice, the Mad Hatter, the March Hare, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time), Pooh's Friends, Winnie the Pooh, Piglet, Rabbit, Eeyore, Ducky, Petrie, Tulio, Chel, Eric's Crew, Dimitri, Tigger, Sinbad, Kale, Luca, Jed, Audrey Ramirez, Proteus, Captain Phoebus, Prince Eric, Milo Thatch, Quasimodo, Princess Yum-Yum, Professor Archimedes Porter, Jake, Angus MacBadger (cameo appearance), and Mr. Toad)
  • Cutscene: (Featuring: Hazel's Rabbits, Hazel, Blackberry, Silver, Big Wig, Bambi, Faline, Tod (The Fox and the Hound), Sinbad's Crew, Luca, Jed, Grimsby, Pinocchio (D), Milo Thatch, Spike (Sinbad: Legend of the Seven Seas), Sinbad, Hubie, Marina (The Pebble and the Penguin), Rocko, Ariel, Uncle Drosselmeier, Clara, Pinocchio (Pinocchio and the Emperor of the Night), Geppetto (Pinocchio and the Emperor of the Night), Gee Willikers, Figaro, Geppetto (D), Esmeralda, the League of Extraordinary Gentlemice, Basil, Dr. Dawson, Littlefoot's Friends, Littlefoot, Cera, Spike (Land Before Time), Ducky, Petrie, Dumbo, Fievel, the Iron Giant, Koda, Kenai, Osmosis Jones, Drix, Tiana, Naveen, 26's Friends, 26, Kex Bradley, Mara, Ogthar's Mechanical Robots, Pooh's Friends, Winnie the Pooh, Rabbit, Alice, Aladdin, Princess Jasmine, Simba, Tack, Tarzan, Tantor, Terk, Omar, Quasimodo, the Seven Dwarfs, Peter Pan, Merlin, Miguel, Tulio, Richard Tyler, Arthur (The Sword in the Stone), Penny, Freddie, Daffers, Scotty, Mickey Mouse, Goofy, Donald Duck, Mowgli, Baloo, Spazz, Pluto, Dahlia, Anastasia Romanov, Dimitri, Vladimir (Anastasia), Mechanical Scorpion, Bernard, Bianca, Ratty, Moley, Ogthar, Chel, Queen Grimhilde/the Hag, Richard Tyler's Friends, Adventure, Louis, Ogthar's Dinosaur Army, Giganotosaurus, Allosaurus, Marina (Sinbad: Legend of the Seven Seas), Albertosaurus, Timon, Pumbaa, Spinosaurus, Baronyx, Jaq, Fiver, Captain Holly, Pipkin, Hyzenthlay, Velociraptors (Land Before Time), Deinonychus, Utahraptors, Rhoga, Thudd, Eeyore, Tigger, the March Hare, the Mad Hatter, Jiminy Cricket, the Flying Carpet, and Jane Porter)
  • Intermission (3): (Featuring: Polyp Triton/King Triton, Tzekel Kan, Tzekel Kan's Acolyte, Stone Jaguar, the R.L.S. Legacy, XR, Buzz Lightyear, Jim Hawkins, Morph, Shang, Mickey Mouse, Pooh's Friends, Rabbit, the Mad Hatter, Goofy, Taran, Eilonwy, Alice, Fflewddur Fflam, Donald Duck, Gurgi, Roo, Froglip's Goblins, Piglet, Winnie the Pooh, Eeyore, Tigger, Pluto, Pterano, Rafiki, Tarzan, Scuttle, and Triceratops (Land Before Time))
  • Part 7: Dino Attack (First Half): (Featuring: Littlefoot's Friends, Littlefoot, Cera, Ducky, Petrie, Spike (Land Before Time), Pinocchio (D), Jiminy Cricket, Aladdin, the Flying Carpet, Simba, Anastasia Romanov, Kenai, Koda, Rutt, Tuke, Zira, Tiana, Louis, Ray, Omar, Shenzi, Banzai, Ed, Mrs. Brisby, Fievel Mousekewitz, Colin MacLeod, Nuka, Dahlia, the League of Extraordinary Gentlemice, Bernard, Ozzy, Strut, Roquefort, Dumbo, Timothy Q. Mouse, Esmeralda, Archimedes, Scar, Justin, Rinkus, Bianca, Naveen, Jake, Sparky, Sierra, Tinker Bell, Peter Pan, Pooka, Dimitri, Timon, Basil, Dr. Dawson, Oghtar's Dinosaur Army, Deinonychus, Nala, Pumbaa, Quasimodo, Phoebus, Abu, Albertosaurus, Archive Footage of the T-Rex (Aladdin) (used to represent Albertosaurus' attacks), Mr. Toad, Angel, Baryonyx, Arthur (D), Penny, Omar's Friends, Dizzy, Jaq, Gus (D), Hercules, Pegasus, Megara, Princess Jasmine, Milo Thatch, Kida, Spinosaurus, and Djali)
  • Part 8: Dino Attack (Second Half): (Featuring: Ogthar's Mechanical Robots, 26's Friends, Kex Bradley, Mara, Spazz, Rhoga, Thudd, Richard Tyler's Friends, Richard Tyler, Fantasy, Adventure, Horror, Bagheera, Baloo, Terk, Tantor, the Thief, Tack, Kaa, Princess Yum-Yum, Shere Khan, Chel, Miguel, Tulio, Bambi, Tod (D), Velociraptors (Land Before Time), Utahraptors, Jane, Professor Archimedes, Archive Footage of the Velociraptors (Tarzan) (used to represent the Velociraptors' attacks from Land Before Time), the Seven Dwarfs, Dopey, Grumpy, Vixey, Giganotosaurus, Allosaurus, the Forest Animals (Snow White and the Seven Dwarfs), and Altivo)
  • Part 9: Battle at the Dam: (Featuring: Froglip's Goblins, Mickey Mouse, Donald Duck, Goofy, Pooh's Friends, Winnie the Pooh, Rabbit, Tigger, Piglet, Eeyore, Prince Froglip, Taran, Alice, the March Hare, the Mad Hatter, the Goblin King, the Goblin Queen, Pluto, and Froglip's Cat (cameo appearance))
  • Part 10: Battle at the Gorge: (Featuring: Sinbad, Ariel, Flounder, Sebastian, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Archive Footage of Alameda Slim's Gun (used to represent the villains attacks), Freddie, Daffers, Scotty, Clayton's Men, Cody, Clara, Hubie, Rocko, Sabor, Hazel's Rabbits, Hazel, Fiver, Big Wig, Silver, Dandelion, Pipkin, Blackberry, Pinocchio (Pinocchio and the Emperor of Night), Lumpjaw, Marina (Sinbad: Legend of the Seven Seas), German Poacher's Hunters, Scalawag, Igor, German Poacher, Kehaar, Hans/the Nutcracker Prince, Littlefoot's Friends, Ducky, Petrie, Aladdin, Princess Jasmine, Simba, Omar's Friends, Colin MacLeod, Hyzenthlay, Tiana, Naveen, Louis, Ray, Kenai, Tod (D), Bambi, Basil, Utahraptors, Abu, Quasimodo, Tack, Miguel, Tulio, Velociraptors (Land Before Time), Littlefoot, Clayton, Tarzan, Scuttle, Daddy Topps, Grandpa Longneck, Mama Swimmer, Koda, Bagheera, Dahlia, Richard Tyler, Kex Bradley, Omar, Archimedes (The Sword in the Stone), the League of Extraordinary Gentlemice, Roquefort, McLeach, Kosh, the Seven Dwarfs, Happy, Sleepy, Princess Yum-Yum, Cera, Joanna, Mrs. Brisby, Spike (Land Before Time), Milo Thatch, Kida, Archive Footage of the Poacher's Gun (The Plague Dogs) (used to represent Clayton's attacks), Dumbo, Ratty, Moley, Anastasia Romanov, Archive Footage of the Triceratops (Legend of Tarzan) (used to represent the Triceratops' attacks from Land Before Time), Triceratops (Land Before Time), Archive Footage of Alexander Anderson's bayonet (used to represent the Triceratops' pierce through Clayton's body), Archive Footage of Light Yagami's death scene (used to represent Clayton's brutal death), Megara, Tantor, Baloo, Terk, Jiminy Cricket, Timon, Pumbaa, Esmeralda, the Vultures (Jungle Book), Nala, Hercules, Sinbad's Crew, Luca, Rat (Sinbad: Legend of the Seven Seas), Froglip's Goblins, the Goblin Queen, the Goblin King, Taran, Pooh's Friends, Rabbit, Tigger, Roo, Winni the Pooh, Piglet, Alice, Mickey Mouse, Donald Duck, Goofy, Prince Froglip, Eilonwy, Fflewddur Fflam, and Tinker Bell)
  • Part 11: Battle for the Ruby Sunstone: (Featuring: 26, Mowgli, Ogthar's Mechanical Scorpion, Ogthar, Peter Pan, the Seven Dwarfelles, Muddy, Marina (Happy Ever After), Critterina, Sunburn, Thunderella, Hercules, Tarzan, Sinbad, Marina (Sinbad: Legend of the Seven Seas), Queen Grimhilde/the Hag, Amos Slade, Chief (The Fox and the Hound), Nessus, Tack, Miguel, Tulio, Figaro, Steele, Zazu, Abu, Ratty, Tod (The Fox and the Hound), Pongo, Perdita, Bambi, Snitter, Boris, Taran, Eilonwy, Ogthar's Dinosaur Army, Albertosaurus, Milo Thatch, Bagheera, Terk, Kenai, Spinosaurus, Quasimodo, Aladdin, Balto, Allosaurus, Giganotosaurus, Pooh's Friends, Tigger, Koda, Winnie the Pooh, Rabbit, Roo, Eeyore, Piglet, Alice, Vixey, Mickey Mouse, Tantor, the League of Extraordinary Gentlemice, Bernard, Baryonyx, Timon, Pumbaa, Pinocchio (D), Baloo, Ariel, Flounder, Colin MacLeod, Hazel, Stone Jaguar, Tzekel Kan, the Flying Carpet, Simba, King Triton, Pterano, Princess Yum-Yum, 26's Friends, Kex Bradley, Omar, Pluto, Littlefoot's Friends, Cera, Petrie, Spike (Land Before Time), Blossom, Moonbeam, the Vultures (Snow White and the Seven Dwarfs), Littlefoot, and Ducky)
  • Epilogue: (Featuring: Velociraptors (Land Before Time), Tzekel Kan, Captain Hook, Captain Hook's Pirates, Archive Footage of Luke Valentine's death by the Baskerville (used to represent Tzekel Kan's brutal death by the Velociraptors from The Land Before Time), the Animal Cruelty Squad, Amos Slade, Madam Medusa, Edgar, Chief (The Fox and the Hound), Steele, Copper, Lord Maliss/Dragon Maliss, the Blue Meanies, Chief Blue Meanie, Common Blue Meanie, the Magic Mirror, Allosaurus, Puppetino, King Triton, Ariel, Littlefoot's Friends, Spike (Land Before Time), Ducky, Mama Swimmer, Petrie, Petrie's Mother, Cera, Daddy Topps, Littlefoot, Grandpa Longneck, Grandma Longneck, the Vultures (Jungle Book), Jim Hawkins, Morph, Mulan, Shang, Patch of Heaven's Farm Animals, Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Patch of Heaven's Cows, Ollie, Patch of Heaven's Piggies, Jeb, Patch of Heaven's Ducks, Larry, Patch of Heaven's Hens, Audrey (Home on the Range), Wilbur, Charlotte, Edmond's Friends, Edmond, Snipes, Patou, Peepers, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Tin Soldier, the Animal Farm's Animals, Benjamin (Animal Farm), the Animal Farm's Cows, Scar's Alliance, Scar, the Grand Duke of Owls, the Mouse King, Zira, Shere Khan, Kaa, Drake, Ozzy, Strut, Rinkus, Sierra, Shenzi, Banzai, Ed, McLeach, Cobra Bubbles, Archive Footage of Quasimodo's father arrest scene (used to represent McLeach's arrest by Cobra Bubbles), Prince John, the Sheriff of Nottingham, Sir Hiss, Trigger, Nutsy, the Colonel, Ratcliffe's Colonists, Ratcliffe, Bearded Crew Member, Wiggins, Pocahontas, John Smith, Spirit, Larn, Grandmother Willow, Teegra, Darkwolf, Little Creek, the Colonel's Soldiers, the Colonel's Horses, Emperor Zurg's Alliance, Emperor Zurg, Marcus' Alliance, Marcus Octavius, Thrax, Gantu, Scroop, Zygon, Warp Darkmatter, Joseph Korso, Preed, the Drej Queen, Shan-Yu, the Hun Army, Elite Hun Soldiers, Kent Mansley, Tyler, Blackwolf, Lambert, Chernabog's Legion of Darkness, the Emperor of the Night, Hexxus, Belladonna, B.L. Zebub, Red, the Nightmare King, Maleficent and Mok's Alliance, Maleficent, Maleficent's Goons, Mok, the Horned King, Dr. Facilier, Ruber, Rothbart, Yzma, the Queen of Hearts, Queen Gnorga, Eris, Frollo, Gaston, Pete, Zigzag, King One-Eye, Lady Tremaine, Anastasia Tremaine, Holli Would, Rasputin, Jafar, Iago, and Hades)
  • Assembly of the Heroes: (Featuring: Merlin, Archimedes (The Sword in the Stone), Arthur (The Sword in the Stone), Moses, Hebrews, Garrett, Kayley, the Beast, Bagheera, Mowgli, Richard Tyler's Friends, Richard Tyler, Fantasy, Horror, Adventure, Nemo, Hogarth Hughes, the Iron Giant, Balto, Muk, Luk, Boris, Kenai, Koda, Spirit, Pocahontas, John Smith, Peter Dickison/Gorbash, Danielle, Giles, Kuzco, Pacha, Avatar, Elinore, Stanley, Stanley's Magical Flowers, Bambi, Faline, Tod (The Fox and the Hound), Patch of Heaven's Cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Pongo, Perdita, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Francis (Felidae), Bluebeard, Wilbur, the League of Extraordinary Gentlemice, Bernard, Bianca, the Animal Farm's Animals, Benjamin (Animal Farm), the Animal Farm's Cows, the Animal Farm's Horses, the Animal Farm's Goat, Basil, Taran, Robin Hood, Frodo Baggins, Alice, Larn, Teegra, Peter Pan, Curdie, Princess Irene, Dumbo, Timothy Q. Mouse, Rex's Dinosaur Gang, Rex, Dweeb, Elsa, Woog, Duchess, Thomas O'Malley, Duchess' kittens, Marie, Berlioz, Toulouze, Tom, Jerry, Dodger, Francis (Oliver and Company), Rita, Einstein, Oliver, Crysta, Hubie, Lady, Tramp, Danny (Cats Don't Dance), Fievel Mousekewitz, Mrs. Brisby, Jaune-Tom, Rowf, Snitter, Charlie Barkin, Clara, Pinocchio (Pinocchio and the Emperor of Night), the Seven Dwarfs, Doc, Happy, Sleepy, Sneazy, Bashful, Dopey, Snow White (Happy Ever After), the Seven Dwarfelles, Muddy, Thunderella, Critterina, Blossom, Sunburn, Marina (Happily Ever After), Moonbeam, 26's Friends, 26, Kex Bradley, Mara, Spazz, the Unicorn, Schmendrick, Hercules, Megara, Tack, Miguel, Tulio, Fly, Chuck, Stella, Sasha (Help! I'm a Fish), Odette/Swan Odette, Derek, Omar, Pinocchio (D), Quasimodo, Phoebus, Esmeralda, Milo Thatch, Audrey Ramirez, Orin, Aviana, Cale Tucker, Akima Kunimoto, Julie, Germaine, Colin MacLeod, Freddie, Daffers, Scotty, Tiana, Naveen, Anastasia Romanov, Osmosis Jones, Drix, Buzz Lightyear, Mira Nova, Booster, XR, Sinbad, Sinbad's Crew, Kale, Jin, Luca, Tarzan, Hazel's Rabbits, Hazel, Fiver, Big Wig, Silver, Dandelion, Pipkin, Blackberry, Hyzenthlay, the Spring Sprite, Lilo Pelekai, Stitch, Pooh's Friends, Winnie the Pooh, Piglet, Rabbit, Littlefoot's Friends, Littlefoot, Cera, Ducky, Petrie, Spike (Land Before Time), Ariel, Simba, Nala, Timon, Pumbaa, Mulan, Shang, Jim Hawkins, Mickey Mouse, Donald Duck, Goofy, and Aladdin)
  • Post-Credits Cutscene: (Featuring: Chernabog)

Round 16:

  • PROLOGUE: (Featuring: Chernabog's Legion of Darkness, Chernabog, the Nightmare King, the Emperor of Night, Red, B.L. Zebub, Hexxus, Belladonna, Maleficent and Mok's Alliance, Maleficent, Maleficent's Goons, Mok, Diablo the Raven, Claude Frollo, Yzma, Dr. Facilier, Hades, Rasputin, Ruber, Rothbart, Scar, Shere Khan, Jafar, Iago, Gaston, Pete, Captain Hook, the Queen of Hearts, Lady Tremaine, Queen Gnorga, Queen Gnorga's Dog, Holli Would, Zigzag, One-Eyes, King One-Eye, Slave Women of King One-Eye, Lord Maliss, Puppetino, Bridget, Shenzi, Banzai, Ed, Pain, Panic, the Horned King, King Llort, Eris, Mok's Supercomputer, Pitch Black (heard in Mok's supercomputer), Anastasia Tremaine, Drizella Tremaine, the Daleks (heard in Mok's supercomputer), Mr. Smee, the Xenomorph Queen (heard in Mok's supercomputer), Bladebeak, Bartok, Insects (Anastasia), Facilier's Shadow Demons, Marcus Octavius, Kyala, Marcus' Troops, the Lab Director, Zip, Tyler, the Lizardmen, Blackwolf's Army, Blackwolf's Mutants, Blackwolf, Lambert, Emperor Zurg's Alliance, Emperor Zurg, the Drej Queen, Captain Gantu, Major Tagani, Zygon, Thrax, Joseph Korso, Scroop, Warp Darkmatter, Preed, New York's Citizens (Highlander: The Search for Vengeance), Marcus' Alliance, Kent Mansley, Shan-Yu, the Hun Army, Scar's Alliance, the Grand Duke of Owls, the Mouse King, the Mouse King's Mice, Zira, Hunch, Kaa, Drake, Ozzy, Strut, Rinkus, Sierra, Clavious, Destane/Archmage, Archive Footage of John Smith's disguise (used for the disguise of the Archmage), Zelda, Saruman, Madam Mim, Grima Wormtongue, Helga Sinclair, Cobra Bubbles (shown in flashback), Lilo Pelekai (shown in flashback and present), Stitch (shown in flashback and present), King Stefan, Queen Leah, Belle, Sinbad, Marina, Princess Jasmine, Ariel, Esmeralda, Anastasia Romanov, Dimitri, Alice, Merlin, Balto, Donald Duck, Panchito Pistoles, José Carioca, Nemo, Simba, Littlefoot, Littlefoot's friends, Spike (Land Before Time), Ducky, Petrie, Arthur (Sword in the Stone), Teegra, Pocahontas, Colin MacLeod, Tarzan, Omar, Bambi, Faline, the Fearless Four, Buster, Gwendolyn, Fred, Tortellini, Kuzco, Taran, Peter Pan, 26, 26's friends, Kex Bradley, Mara, Winnie the Pooh, Pooh's friends, Piglet, the Unicorn, Hercules, Mulan, Avatar, the Seven Dwarfs, Orin, Buzz Lightyear, Cale Tucker, Akima Kunimoto, Odin (Heavy Metal 2000), the Iron Giant, Robin Hood, Rex, Rex's Dinosaur Gang, Dweeb, Elsa, Woog, Mickey Mouse, Aladdin, Abu, Jim Hawkins, the Beast, Milo Thatch, Julie, Kerrie, Mowgli, Garrett, Kayley, the Spring Sprite, the Elk, Sir Peter Dickison/Gorbash, Sir Orin Neville Smythe, Pinocchio (Disney), Osmosis Jones, Cinderella, Tack, Patch of Heaven's cows, Maggie, Grace, Mrs. Calloway, Lucky Jack, Francis (Felidae), Bluebeard, Basil, Dr. Dawson, Moses, Brer Rabbit, Tulio, Miguel, Goofy, Khan (Mulan), the Flying Carpet, the Grand Councilwoman, the Galactic Federation, Commander Nebula, Dagg Dibrimi, Silica, Arthur (Starchaser: The Legend of Orin), Captain Amelia, Drix, Pleakley, Team Lightyear, XR, Mira Nova, Booster, Dr. Jumba, Hogarth Hughes, Hazel, Kenai, Kala, Baloo, Timon, Pumbaa, Tod (The Fox and the Hound), Grandpa Longneck, Grandma Longneck, Daddy Topps, the Vultures (Jungle Book), Richard Tyler, Richard Tyler's friends, Adventure, Fantasy, Horror, Cera, Spazz, Big Wig, Dandelion, Fiver, Blackberry, Captain Holly, Rutt, Tuke, Jane Porter, Nala, Rabbit, Koda, Tantor, Terk, the Lionesses, Bagheera, Pipkin, Silver, Tigger, Eeyore, Pongo, Perditta, Francis (Oliver and Company), Tito, Einstein, Oliver, Charlie Barkin, Itchy, Mewsette, Danny, Sawyer, Colonel (One Hundred and One Dalmatians), Sergeant Tibbs, Lafayette, Tom, Jerry, the Tod (Plague Dogs), Rowf, Snitter, Trusty, Jock, Georgette, Napoleon (Aristocats), Kong, Rita, Lady, Scat Cat, the Alley Cats, Dodger, Tramp, Duchess, Duchess' kittens, Thomas O' Malley, Jaune-Tom, Robespierre, the 99 puppies, the League of Extraordinary Gentlemice, Olivia Flaversham, Mrs. Brisby, Bernard, Bianca, Dumbo, Timothy Q. Mouse, Tin Soldier, Ballerina, Fievel Mousekewitz, Tiger, Jan Mouse, Jaq, Gus (Cinderella), Roquefort, Tony Toponi, Jake, Justin, Mr. Ages, Edmond, Edmond's friends, Patou, Snipes, Peepers, Charlotte, Chanticleer, Goldie, Buck, Wilbur, Benjamin (Animal Farm), the Animal Farm's animals, Tiana, Naveen, Professor MacKrill, Fly, Ludwig von Drake, Louis, Scuttle, Sebastian, Flounder, Captain Neweyes, Ray, Chuck, the Royal Council, the King (Cinderella), King Hubert, the Sultan (Aladdin), Razoul, Agrabah's Royal Guards, Sir Ector, Sir Kay, the Emperor (Mulan), Chi-Fu, the Wise Council, Gandalf, Flora, Fauna, Merryweather, Grandmother Willow, Carolinus, Princess Milisandre, Rafiki, Magi Lune, the Great Owl, Mama Odie, Hen Wen, Mother Nature, the Pagemaster, the Blue Fairy, Great Great Grandmother Irene, the Good Fairy, Archimedes (The Sword in the Stone), Nicodemus, Mousekewitz family, Papa Mousekewitz, Tanya Mousekewitz, John Smith, "Holy Landers", Zeek, Captain Li Shang, Cyrus, Quasimodo, Phoebus, Team Atlantis, Vinny Santorini, Victor, Hugo, Laverne, the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, the Sultan (Beauty and the Beast), Little John, Maurice, Prince Philip, Dahlia, Atlanteans, Joshua Sweet, Audrey Ramirez, Germaine, Morph, Mushu, Crik-Kee, John Silver, and the Illuminati)
  • Space Battle: (Featuring: Emperor Zurg's Alliance, Zygon's Admiral, Zygon's Armada, Captain Gantu, the Galactic Federation, the Federation's Armada, the Grand Councilwoman, Team Lightyear, Buzz Lightyear, Booster, Arthur [Starchaser: The Legend of Orin], Orin, Dagg Dibrimi, Cale Tucker, Akima Kunimoto, Lilo Pelekai, Stitch, Hornets, Regular-Hornets, Dr. Doppler, Osmosis Jones, Aviana, Silica, Stith, Star Command's Space Rangers, Mira Nova, XR, Zygon's Droids, Major Tagani, Emperor Zurg, Zygon, BEN, Captain Amelia, Dr. Jumba, Gune, Warp Darkmatter, Jim Hawkins, Drix, Morph, Pleakley, Scroop, Preed, Joseph Korso, John Silver, the Drej, Drej Air Soldiers, the Drej Queen, Commander Nebula, the Iron Giant, Hogarth Hughes, Thrax, Grubs, and Leah Estrogen)
  • Battle of the Holy Land: (Featuring: the Lizardmen, Quasimodo, Djali, Esmeralda, the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, the Sultan (Beauty and the Beast), Tyler, Lambert, Aladdin, Simba, Robin Hood, Little John, Blackwolf's Army, Blackwolf's Mutants, the Beast, the Wardrobe, Captain Li Shang, the Chinese Imperial Army, Mulan, John Smith, Sir Ector, Sir Kay, Peter Pan, Prince Philip, Captain Phoebus, Marcus' Troops, Team Atlantis, Milo Thatch, Audrey Ramirez, Joshua Sweet, Vinny Santorini, Atlanteans, Marcus' Sergeant, the Nottingham Villagers, John Smith's Colonists, Ben, Lon, Maurice, the Lionesses, Nala, Khan (Mulan), Shan-Yu, Julie, Hayabusa the Falcon, Colin MacLeod, Dahlia, the Hun soldiers, Germaine, Kerrie, Elite Hun Soldiers, the Nazis [Wizards], Maid Marian, Blackwolf, Archive Footage of the Snake from the Legend of Tarzan: [The Gauntlet of Vengeance] (used to represent Blackwolf's form of a snake), U.S. Military, Buzz Lightyear, the Flying Carpet, Shang's Horse, Samson, "Holy Landers", Victor, Hugo, Laverne, Mushu, Kida, Belle, Zeek, Princess Jasmine, Yao, Ling, Chien-Po, John Silver, Crik-Kee, Jim Hawkins, Odin (Heavy Metal 2000)/Arakacian, and Morph)
  • Fight against Marcus: (Featuring: Marcus Octavius, Aladdin, Stitch, Prince Philip, Milo Thatch, Shang, Buzz Lightyear, Malike, Kyala, Mira Nova, Abu, and Kent Mansley, Archive Footage of Nobuyuki Sugou's defeat [used to represent Marcus' defeat by Mansley])
  • Interlude 1: (Featuring: Rothbart, Lady Tremaine, the Queen of Hearts, Lord Maliss, Puppetino, the Blue Meanies, Chief Blue Meanie, Amos Slade, Steele, Copper, the Wise Council, Merlin, Mickey Mouse, Donald Duck, Goofy, Gandalf, Mama Odie, the Blue Fairy, Willie the Giant, Eris, and the Roc)
  • Forces of Hercules vs. Forces of Rothbart: (Featuring: the Seven Dwarfs, Avatar, Weehawk, Pongo, Perditta, Crysta, Ariel, Hercules, Miguel, Tulio, Curdie, Princess Irene, Mowgli, Rothbart/the Great Animal, Tarzan, Nemo, Icarus, Princess Camille, Professor Genius, Lady Tremaine, Lucifer, Lord Maliss/Dragon Maliss, Puppetino, the Queen of Hearts, Anastasia Romanov, Kuzco, Pacha, Clara, Richard Tyler, Richard Tyler's friends, Adventure, Horror, Fantasy, Pinocchio (Pinocchio and the Emperor of Night), the Card Soldiers, Archive Footage of the Card Soldiers (Dragon's Lair) (used to represent the Queen of Hearts' Card Soldiers, Dimitri, Danny, the King of Hearts, Flamingo Pole, Playing Cards, Tom, Jerry, Elinore, Mr. Toad, the Blue Meanies, Chief Blue Meanie, Brer Rabbit, Peter, Sasha (Melody Time), Countdown Clown, José Carioca, Jock, Trusty, Lady, Four-Headed Dog, Tramp, Bongo, Duchess, Pecos Bill, Widowmaker, Allosaurus, Bambi, Flit, Meeko, Pocahontas, Kenai, Faline, Jane Porter, Sebastian, Wendy Darling, Bagheera, Pumbaa, Tito, Napoleon (Aristocats), Lafayette, Francis (Felidae), Mendel's Experiments, Gee Willikers, Lt. Grumblebee, Oliver, Sergeant Tibbs, the 99 puppies, Zak Young, Batty Koda, Abis Mal, Balto, Louie, Cecilia, Stanley, Snow White (Happily Ever After), the Seven Dwarfelles, Jaune-Tom, Gus (A Troll in Central Park), Drizella Tremaine, Rex, Jenna, the Vultures (Jungle Book), Tantor, Cinderella, Ratty, Moley, Anastasia Tremaine, Panchito Pistoles, Prince Cornelius, Aurora, Flounder, King Triton, the Gorillas, Terk, Grumpy, Snow White (Disney), Taran, Eilonwy, Charlie Barkin, Itchy, Timon, and Ivan)
  • An Old Face:(Featuring: Littlefoot, Littlefoot's friends, Cera, Spike (Land Before Time), Petrie, Ducky, 26's friends, Kex Bradley, 26, Mara, Spazz, and the Tyrannosaurus Rex (Fantasia))
  • Pooh and co. vs. Gnorga: (Also featuring: Pooh's friends, Rabbit, Piglet, Rowf, Snitter, Pinocchio (Disney), Amos Slade, Alice, the Tod (Plague Dogs), Tigger, the Hunter's Dogs (Bambi), King Llort, Jiminy Cricket, the Mad Hatter, the March Hare, Roo, Eeyore, the Wise Council, Merlin, Mama Odie, the Blue Fairy, and Gnorga's Dog)
  • Tiana, Naveen, Timon, and Pumbaa vs. Sharptooth: (Also featuring: Mr. Toad, Ratty, Moley, Angus MacBadger, Louis, and Ray)
  • Dog Battle: (Featuring: Robyn Starling, Tom, Jerry, Charlie Barkin, Itchy, Dodger, Tito, the Fearless Four, Buster, Fred, Gwendolyn, Tortellini, Tramp, the Tod (Plague Dogs), the Hunter's Dogs (Bambi), Copper, Mewsette, Francis (Felidae), Jaune-Tom, Robespierre, Cera, Steele, Oliver, Lady, Jock, Trusty, Einstein, Francis (Oliver and Company), Rita, Georgette, and the Tyrannosaurus Rex (Fantasia))
  • League of Extraordinary Gentlemice vs. the Hyenas, Kaa, and the Mouse King: (Also featuring: Hazel, Basil, Jean-Bob, Speed, Bernard, Bianca, Dumbo, Fiver, Mrs. Brisby, Hazel's Rabbits, Dandelion, Pipkin, Silver, Blackberry, Jeremy, Fievel Mousekewitz, Jan Mouse, Shenzi, Banzai, Ed, Captain Holly, Puffin, Tin Soldier, Ballerina, Roquefort, Jaq, Gus (Cinderella), Tiger, Big Wig, Justin, Jake, Timothy Q. Mouse, Dr. Dawson, Olivia Flaversham, and Toby (The Great Mouse Detective)
  • The Hydra: (Featuring: Frodo Baggins, Samwise Gamgee, Pippin, Moses, Hebrews, Sinbad, Schmendric, Hades, Miriam, Grandpa Longneck, Grandma Longneck, Daddy Topps, Mama Swimmer, Petrie's Mother, the Hydra, Kosh, Mutt's Father, Hyp's Father, Prince Proteus, the Unicorn, Molly Grue, King Dymas' Guards, Duchess, Duchess' kittens, Thomas O' Malley, Tod (The Fox and the Hound), Drake, 26's friends, 26, Kex Bradley, Mara, Spazz, Littlefoot, Aragorn, Marina, Cody, Marahute, Littlefoot's friends, Ducky, Spike (Land Before Time), Petrie, Vixey, Timon, and Pumbaa)
  • Team Patch of Heaven vs. the Grand Duke of Owls: (Also featuring: Maggie, Grace, Mrs. Calloway, Edmond, Edmond's friends, Snipes, Patou, Peepers, Wilbur, Charlotte, Jeffrey, the Tod (Plague Dogs), the Hunter's Dogs (Plague Dogs), the Animal Farm's animals, the Horses (Animal Farm), the Cows (Animal Farm), the Sheep (Animal Farm), the Geese (Animal Farm), Owl Minions, Templeton, Buck, Lucky Jack, Hunch, the Hens (Home on the Range), Larry, Tito, Pongo, Perditta, Charlie Barkin, Itchy, Oliver, Mewsette, Benjamin (Animal Farm), Francis (Felidae), Jaune-Tom, Rowf, Snitter, Tom, Jock, Amos Slade, Kong, Jiminy Cricket, Pinocchio (Disney), Pooh's friends, Winnie the Pooh, Rabbit, Piglet, Alice, Jenny Foxworth, Robyn Starling, Buster, Copper, Robespierre, the 99 puppies, Lady, Tigger, Tramp, Dodger, Rita, Einstein, Francis (Oliver and Company), Eeyore, Mickey Mouse, and the Great Owl)
  • Sharptooth Attack: (Featuring: Garrett, Kayley, Spirit, Aladdin, Jasmine, Simba, Larn, Teegra, Tack, Princess Yum-Yum, Buzz Lightyear, Mulan, Khan (Mulan), Mushu, Jim Hawkins, Omar, Angel, Robin Hood, Maid Marian, Sir Peter Dickison/Gorbash, Osmosis Jones, Drix, Freddie, Pluto, Avatar, Weehawk, Hercules, Philoctetes, Pegasus, Odette, Sinbad, Sinbad's Crew, Spike (Sinbad: Legend of the Seven Seas), Pooh's friends, Winnie the Pooh, Tigger, Rabbit, Eeyore, Pongo, Maggie, Basil, Littlefoot's friends, Petrie, Spike (Land Before Time), Cera, Ducky, Littlefoot, the Spring Sprite, the Roc, Frodo Baggins, Samwise Gamgee, Aragorn, Colin MacLeod, Kuzco, Bambi, Hazel, Tiana, Naveen, Louis, Ray, Stitch, Fievel Mousekewitz, the Unicorn, Snow White (Disney), Nemo, Rex's Dinosaur Gang, Rex, Dweeb, Elsa, Woog, Ratty, Moley, Pinocchio (Disney), Jiminy Cricket, Danny, Pocahontas, Alice, Ariel, Sebastian, John Smith, Nani Pelekai, Taran, Eilonwy, Fflewddur Fflam, the Blue Meanies, Common Blue Meanies, Four-Headed Dog, Countdown Clown, Tarzan, Richard Tyler, Richard Tyler's friends, Adventure, Fantasy, Horror, Wendy Darling, John Darling, Michael Darling, Bongo, Kenai, Koda, Brer Rabbit, Sonia, Sasha (Make Mine Music), Thomas O' Malley, Scat Cat, the Alley Cats, Snapping-Turtle-Turks, Apple Bonkers, Tod (The Fox and the Hound), Vixey, Balto, Roo, Baloo, Sharptooth, Belle, Prince Philip, Samson, Flora, Fauna, Merryweather, Hogarth Hughes, Chief Blue Meanie, Max (Yellow Submarine), Hidden-Persuader Men, Butterfly Stompers, Grace, Mrs. Calloway, Pacha, Piglet, Cody, Marahute, Captain Li Shang, the Chinese Imperial Army, Jake, Bernard, Bianca, Megara, Dumbo, 26's friends, Kex Bradley, Mara, Spazz, Charlie Barkin, Willie the Giant, Julie, Denahi, Stanley, Thunderella, Goofy, Rowf, Snitter, Cinderella, Orin, Nala, Big Wig, Morph, the Tyrannosaurus Rex (Fantasia), Princess Irene, Clara, Terk, Hubie, Pecos Bill, Widowmaker, Abu, Donald Duck, Mickey Mouse, Lilo Pelekai, Balto, Esmeralda, Francis (Felidae), Edmond's friends, Snipes, Patou, Peepers, Rita, Einstein, Francis (Oliver and Company), Tito, Crysta, Miguel, Tulio, Littlefoot, the Beast, and Peter Pan)
  • Interlude 2: (Featuring: Frollo's Alliance, Claude Frollo, Pete, Gaston, Shan-Yu, Ruber, Dr. Facilier, Facilier's Shadow, Maleficent, Thrax, the Wise Council, Merlin, Aurora, the Blue Fairy, Archimedes (The Sword in the Stone), Cinderella, the Fairy Godmother, Stanley, Pinocchio (Pinocchio and the Emperor of Night), Arthur (The Sword in the Stone), Gus (A Troll in Central Park), Rosie (A Troll in Central Park), the Nutcracker Prince/Hans, Stanley's Flowers, Clara, Snow White (Happily Ever After), Thunderella, "the Shadow Man", Jasmine, Angel, Mok, and Zip)
  • Battle on Bald Mountain (Part 1): (Featuring: Simba, the Lionesses, the Elves, Aragorn, the Royal Council, King Stefan, Frollo's Alliance, Frollo, Frollo's Soldiers, Gaston, Pete, Pete's Weasels, Archive Footage of Luke's Valentine's death penalty scene (used to represent the death penalty scenes of heroes and villains respectively), Brutish Guard, Pterano, Fievel Mousekewitz, Petrie, Petrie's Siblings, Curdie, Littlefoot's friends, Cera, LeFou, Gaston's buddies, Daddy Topps, Princess Irene, Teegra, Anastasia Romanov, Dimitri, Vladimir, Buzz Lightyear, Dr. Doppler, the One-Eyes, King One-Eye, Zigzag, Zigzag's Horse, King One-Eye's Warriors, Garrett, Kayley, Maid Marian, Lady Kluck, Mother Rabbit, Skippy, Sis, Tagalong, Pocahontas, Crysta, Thumbelina, Yzma, Fly, 26, Hubie, Li'l Bee, Gnatty, Baby Bug, Danny, the Hawk/Madam Mim, Mrs. Brisby, Mr. Ages, Justin, Quasimodo, the Hun army, King Théoden's Men, the Iron Giant, Peter Pan, Miguel, Tulio, Aladdin, the Genie, John Darling, the Lost Boys, the Thief, Tarzan, Pecos Bill, Osmosis Jones, Colin MacLeod, Hayabusa the Falcon, the Unicorn, Schmendric, Molly Grue, Balto, Devon, Cornwall, Tiana, Naveen, the Hunters (Make Mine Music), Derek, Julie, Derek's Horse, Sinbad, Marina, Larn, Spirit, Little Creek, Dodger, Rita, Francis (Oliver and Company), the Beast, Itchy, the Flying Carpet, Ayden, Littlefoot, Spike (Land Before Time), Ducky, Ariel, Flounder, Team Lightyear, Booster, XR, Mira Nova, Jim Hawkins, Mulan, Hercules, Pegasus, Pluto, Mickey Mouse, Donald Duck, and Goofy)
  • Intermission: (Featuring: Yzma, and the Hawk/Madam Mim)
  • Battle on Bald Mountain (Part 2) / a.k.a. THE FINAL BATTLE: (Featuring: Maleficent's Alliance, Maleficent/Dragon Maleficent, Mok, Jasmine, Angel, Team Atlantis, Vinny Santorini, Joshua Sweet, Gaetan "Mole" Moliére, Jebidiah "Cookie" Farnsworth, Kida, Milo Thatch, Rourke (non-canon appearance), Helga Sinclair (non-canon appearance), Rourke's mercenaries (non-canon appearance), Mulan, Garrett, Simba, Sinbad, Stitch, Rowf, Snitter, Diablo the Raven, the Royal Council, King Stefan, Queen Leah, King Hubert, Princess Irene, Derek, Prince Lir, Miguel, Tulio, Jim Hawkins, Morph, Tarzan, Aladdin, Mickey Mouse, Hades, Jafar/Snake Jafar, Eris, Thrax, Captain Hook, the Horned King, Ruber, Rasputin, Scar, Shere Khan, Holli Would, Dr. Facilier, Littlefoot, Littlefoot's friends, Cera, Spike (Land Before Time), Pooh's friends, Winnie the Pooh, Piglet, Tigger, Eeyore, Merlin, Moses, Captain Hook's pirates, the Hyenas, Ruber's thugs, the Lionesses, Darkwolf, Basil, Sir Orin Neville Smythe, Smythe's Horse, the King (Cinderella), the Grand Duke (Cinderella), Knights of the Round Table, Maleficent's Goons, Larn, Julie, Aragorn, Akima Kunimoto, Muk, Luk, Schmendric, Fievel Mousekewitz, Hubie, Rocko, Stanley, Esmeralda, Phoebus, Rex, Dahlia, Freddie, Thunderella, Fantasy, Daffers, Scotty, Woog, Nemo, Icarus, Ruber's Griffin, the Genie, Dr. Dawson, Iago, the League of Extraordinary Gentlemice, Timothy Q. Mouse, Petrie, Devon, Cornwall, Sir Peter Dickison/Gorbash, the Gwythaints, Kaa, Hazel, the Animal Farm's animals, the Sheep (Animal Farm), the Cows (Animal Farm), the Horses (Animal Farm), the Goat (Animal Farm), the Geese (Animal Farm), the Hens (Animal Farm), Benjamin (Animal Farm), Spirit, Koda, Ozzy, Bambi, Strut, Brer Rabbit, Sierra, Pumbaa, Rinkus, Timon, Pain, Panic, Panchito Pistoles, José Carioca, Willie the Giant, Archive Footage of the Ogre (Quest for Camelot) (used to represent Willie's attack against Ruber's thugs), Blubeard, Avatar, Eris, Eris' Minions, Lilo Pelekai, Stitch, the Roc, Audrey Ramirez, Francis (Felidae), Zira, Wilbur, Charlotte, Balto, Big Wig, Colin MacLeod, Buzz Lightyear, Team Lightyear, Booster, XR, Mira Nova, Robin Hood, Hercules, Pecos Bill, Belle, the Beast, Prince Philip, Pongo, Black Pegasus, Zeus, Bartok, Snow White (Happily Ever After), Muddy, the Seven Dwarfelles, Pooka, the Gargoyles (Anastasia), the Prince (Happily Ever After), Pinocchio (Pinocchio and the Emperor of Night), Scalawag, Igor, Gee Willikers, Tom, Daddy Topps, Ducky, Ariel, Sinbad, Danielle, Giles, Frodo Baggins, Princess Yum-Yum, Tack, Prince Proteus, Marina, Kale, Aragh, Archive Footage of Malcho's defeat (used to represent Jafar's defeat), Archive Footage of the Worm of Sligoff's defeat (used to represent Jafar's defeat), 26, Elinore, Weehawk, Quasimodo, Goofy, Donald Duck, Jaune-Tom, the Titans, Lythos, the Spring Sprite, Crysta, Anastasia Romanov, Peter, the Unicorn, Hydros, Spike (Sinbad: Legend of the Seven Seas), Fly, Stella, Chuck, Sasha (Help! I'm a Fish), Tiana, Naveen, Pyros, Osmosis Jones, Kayley, Dumbo, the Fearless Four, Fred, Gwendolyn, Tortellini, Stratos, Charlie Barkin, Pterano, the Cyclops, Peter Pan, Curdie, Rex's Dinosaur Gang, Elsa, Dweeb, the Iron Giant, Louie, Cecilia, Hogarth Hughes, Roquefort, Bernard, Bianca, Mrs. Brisby, Sir Ector, Lumiere, Cogsworth, 26' friends, Kex Bradley, Mara, Maggie, Grace, Mrs. Calloway, John Smith, Professor Genius, Mr. Toad, Jerry, Little Creek, Taran, Eilonwy, Fflewddur Fflam, Gurgi, Duchess' kittens, Tantor, Frollo, Gaston, Clara, Sinbad's crew, Rat (Sinbad: Legend of the Seven Seas), Luca, Jin, Li, Kuzco, the Seven Dwarfs, Chernabog, Chernabog's Legion of Darkness, the Demon Gigantic, Slumberland's Inhabitants, Chanticleer, Minnie Mouse, Omar's friends, Dizzy, Stretch, Philoctetes, John Silver, the Emperor of Night, the Nightmare King, Belladonna, Oliver, Tony Toponi, B.L. Zebub, Spazz, Red, the Spring Sprite, Hexxus, Chernabog's demons and ghosts, Pain, Panic, Thebans, Hebrews, Chernabog's lesser demons, Gypsies, Archive Footage of the Targoviste's Citizens' decimation (used to represent the decimation of most of the innocent heroes), Pacha, Juliana (Quest for Camelot), the Pigs (Animal Farm), Unbaptized Babies, the Alley Cats, Jiminy Cricket, the Firebird, Tod (The Fox and the Hound), Flora, Fauna, Merryweather, Richard Tyler's friends, Adventure, Horror, Archive Footage of Londoners (Hellsing) (used to represent the decimation of most of the innocent heroes), Kenai, Ray, Flounder, Sebastian, Ratty, Angus MacBadger, Boris, Thomas O' Malley, Fire Imps, Pluto, Kala, the Nightmare King's flying manta, Arthur (The Sword in the Stone), Tinker Bell, Grandmother Willow, Pocahontas, Carolinus, Jake, Sparky, Thumbelina, Little John, Skippy, Gandalf, Odette, Odette's friends, Puffin, Jean-Bob, Speed, Mowgli, Bagheera, Baloo, Blue Fangs, Archive Footage of the Bishop's death penalty scene (used to represent Frollo's death penalty scene by Blue Fangs), Daisy Duck, Mushu, the Nutcracker Prince/Hans, Prince Eric, Orin, French Civilians, Razoul, Agrabah's Royal Guards, Meeko, Francis (Oliver and Company), the Fairy Godmother, Mr. Smee, Omar, Molly Grue, Batty Koda, the Cauldron Born, Rosie (A Troll in Central Park), Cinderella, Vixey, the Aracuan Bird, Zira's Lions, Aurora, the Forest Animals (Snow White and the Seven Dwarves), Edmond, the Nightmare King's minions, the March Hare, the Mad Hatter, Tiger, Bongo, Archimedes (The Sword in the Stone), Scuttle, Orville, Richard Tyler, King Triton, Rowf, Amos Slade, Snitter, Copper, Puppetino, Archive Footage of Nekron's sub-humans' decimation (used to represent the decimation of most figures by the flames of the Firebird), the Boomps, Kerrie, Yao, Ling, Chien-Po, Joseph Korso, Archive Footage of Japanese Citizens (Hiroshima) decimation (used to represent the decimation of most of the innocent heroes by Chernabog's evil), Demons (All Dogs Go To Heaven), Robespierre, Duchess, Friar Tuck, Otto, Shang, Cri-Kee, Edmond's friends, Snipes, Patou, Peepers, Tzipporah, Miriam, Yahweh, Dr. Dawson, the Schlepper Brothers, Toad, Cale Tucker, Marina (The Pebble and the Penguin), Abu, Dagg Dibrimi, Silica, Alice, Hazel's Rabbits, Blackberry, Roo, Chel, Altivo, the 99 puppies, Pinocchio (Disney), Snow White (Disney), Perditta, and Robyn Starling)
  • EPILOGUE: (Featuring: Timon, Pumbaa, Simba, Balto, Bambi, Faline, Littlefoot, Grandpa Longeneck, Grandma Longneck, Julie, Kenai, Koda, Archive Footage of Colin MacLeod's Warriors' decimation (used to represent the decimation of most of the innocent heroes), Prince Philip, Samson, Moses, Mushu, Mulan (shown in flashback and present scenes), Princess Camille, Dahlia, Milo Thatch, Nani Pelekai, David Kawena, Pleakley, Sinbad, Aladdin, Jim Hawkins (shown only in flashback scenes), Little John, the Iron Giant, Charlie Barkin, Ariel, Lilo Pelekai, Jasmine, the Flying Carpet, the Genie, Cri-Kee, John Silver, Morph, Tarzan, Jane Porter, the Seven Dwarfs, Happy, Basful, Sleepy, Sneezy, Jiminy Cricket, Figaro, Cleo, Grumpy, Pongo, Perditta, Doc (Snow White and the Seven Dwarves), Dopey, Esmeralda, Odette, Quasimodo, Odette's friends, Puffin, Jean-Bob, Speed, Curdie, Rex, Pacha, Hercules, Pegasus, Pocahontas, Kuzco, Philoctetes, the Beast, Belle, Goofy, Pluto, Minnie Mouse, Daisy Duck, Donald Duck, the Aracuan Bird, Arthur (The Sword in the Stone), Hebrews, Aaron, Merlin, Frodo Baggins, Anastasia Romanov, Cale Tucker, Akima Kunimoto, Professor Archimedes Porter (Tarzan), Mowgli, Bartok, Lady, Tito, Francis (Oliver and Company), Littlefoot's friends, Cera, Spike (Land Before Time), Ducky, Petrie, Flounder, Garrett, 26's friends, Kex Bradley, Mara, Stitch, Winnie the Pooh, Zozi (mentioned by Bartok only), Ayden, Tiana, Naveen, Nemo, Professor Genius, Avatar, Elinore, Weehawk, Alice, Shang, Osmosis Jones, Yao, Ling, Chien-Po, Crysta, Peter Pan, Tinker Bell, Omar, Angel, Buzz Lightyear, King Stefan, Darkwolf, Taran, Prince Lir, Abu, King Stefan's Guards, the Chinese Imperial Army, Kent Mansley, Cobra Bubbles, Audrey Ramirez, Tod (The Fox and the Hound), Rowf, Duchess' kittens, Toulouse, Rita, Einstein, Francis (Felidae), Itchy, Snitter, Copper, Tom, Jerry, Robespierre, Jaune-Tom, Tramp, Danny, Amos Slade, Sawyer, Mewsette, Oliver, the Fearless Four, Buster, Gwendolyn, Fred, Tortellini, Duchess, Thomas O' Malley, Marie, Berlioz, the League of Extraordinary Gentlemice, Fievel Mousekewitz, Jaq, Gus (Cinderella), the Mice (Cinderella), Jan Mouse, Dumbo, Basil, Bernard, Bianca, Mrs. Brisby, Roquefort, Timothy Q. Mouse, Jeremy, Jake, Mousekewitz family, Papa Mousekewitz, Mama Mousekewitz, Tony Toponi, Bridget (An American Tail) (non-canon appearance), Gussie Mausheimer (non-canon appearance), Colonel (One Hundred and One Dalmatians), Daniel Mouse, Olivia Flaversham, Tanya Mousekewitz, Sergeant Tibbs, Dr. Dawson, Spirit, Little Creek, Little Creek's Tribe, John Smith, Grace, Mrs. Calloway, Rain, Buck, Maggie, Meeko, Flit, the Wise Council, Grandmother Willow, Mama Odie, Juju, Snow White (Happily Ever After), the "Shadow Man"/the Prince (Happily Ever After), Stanley, Gus (A Troll in Central Park), Rosie (A Troll in Central Park), Aragh, Giles, Sir Orin Neville Smythe, Danielle, Ommadon's Dragon Army, Willie the Giant, the Seven Dwarfelles, Muddy, Blossom, Marina (Happily Ever After), Critterina, Sunburn, Moonbeam, Thunderella, the Blue Fairy, Mother Nature, the Fairy Godmother, Stanley's Flowers, the Good Fairy, Gorbash, Sir Peter Dickison, Smythe's Horse, Princess Milisadre, Scowl, Batso, Carolinus, Lucky Jack, Panchito Pistoles, José Carioca, Wilbur, Widow Tweed, Pearl Gesner, Sheriff Sam Brown, Patch of Heaven's farm animals, Jeb, Ollie, Patch of Heaven's Pigs, Patch of Heaven's Hens, Larry, the Chicks (Home on the Range), Benjamin (Animal Farm), Chief (The Fox and the Hound), Edmond, Edmond's friends, Chanticleer, Goldie, Snipes, Peepers, the Hunters (Make Mine Music), Patou, Templeton, Napoleon (Aristocats), Lafayette, the Animal Farm's Animals, the Geese (Animal Farm), the Sheep (Animal Farm), the Cows (Animal Farm), the Pigs (Animal Farm), the Horses (Animal Farm, the Goat (Animal Farm), Charlotte, Scat Cat, the Alley Cats, Shun Gon, Billy Boss, Peppo, Hit Cat, Peter (Make Mine Music), Ivan, Sasha (Make Mine Music), Sonia, Widowmaker, Pecos Bill, Mewsette, the Piggies (Home on the Range), Vixey, Nicodemus, the Great Owl, Mr. Ages, Justin, Tiger, Orville, Robyn Starling, Penny, Penny's Parents, Anne-Marie, Rosy (Balto), Jenna, Trusty, Jock, Pinocchio (Pinocchio and the Emperor of Night), Geppetto (Pinocchio and the Emperor of Night), Scalawag, Igor, Tin Soldier, Ballerina, Gee Willikers, Lt. Grumblebee, Hans (The Nutcracker Prince), Uncle Drosselmeier, Clara, Pavlova, Boris, Kong, Dodger, Bluebeard, Muk, Luk, Fagin, Einstein, Tito, Jenny Foxworth, Denahi, Larn, Teegra, King Jarol, the Powhatan Tribe, Chief Powhatan, Darkwolf's Horse, Bongo, the Eagle (Spirit: Stallion of the Cimarron), Brer Rabbit, Hazel, Hazel's Rabbits, Fiver, Dandelion, Silver, Spirit's Herd, Rutt, Tuke, the Foals, Kehaar, Esperanza, the Spring Sprite, the Elk, Captain Holly, Big Wig, Pipkin, Blackberry, Hyzenthlay, the Galactic Federation, the Grand Councilwoman, Team Lightyear, Mira Nova, Booster, Commander Nebula, Star Command's Space Rangers, Captain Amelia, Dr. Doppler, Kida, Dr. Jumba, Team Atlantis, Vinny Santorini, Joshua Sweet, Wilhelmina Packard, Leah Estrogen, Orin, Aviana, Gune, Stith, Dagg Dibrimi, Silica, Arthur (Starchaser: The Legend of Orin), BEN, Annie Hughes, Dean McCopin, Hogarth Hughes, Colin MacLeod, Germaine, Kerrie, XR, Drix, Scuttle, Sebastian, Flounder, Ludwig von Drake, Fly, Chuck, Professor MacKrill, Stella, Sasha (Help! I'm a Fish), Captain Neweyes, Rex's Dinosaur Gang, Elsa, Dweeb, Woog, Louie, Cecilia, Bagheera, Baloo, Hubie, Marina (The Pebble and the Penguin), the Penguins, Rocko, Richard Tyler, Richard Tyler's friends, Horror, Fantasy, Adventure, 26, Spazz, Tigger, Pterano, Pooh's friends, Rabbit, Eeyore, Piglet, Roo, Cody, Marahute, Tantor, Terk, Ray, Louis, Zazu, the Vultures (Jungle Book), Rafiki, Kerchak, the Gorillas, Kala, Nala, King Hubert, Queen Leah, the Sultan (Aladdin), Aurora, Freddie, Daffers, Scotty, Ratty, Moley, Angus MacBadger, Mr. Toad, Nessie, King Triton, the Lost Boys, John Darling, Wendy Darling, Michael Darling, Sinbad's crew, Rat (Sinbad: Legend of the Seven Seas), Kale, Jed, Jin, Prince Eric, Prince Proteus, Marina (Sinbad: Legend of Seven Seas), Miguel, Tulio, Chel, Altivo, Icarus, the Boomps, Slumberland's Inhabitants, King Morpheus, Thumbelina, Prince Cornelius, Batty Koda, Zak Young, Magi Lune, the Pagemaster, Flora, Fauna, Merryweather, King Arthur (Quest for Camelot), Kayley, Sir Ector, Sir Kay, Sir Pellinore, Flip, Archimedes (The Sword in the Stone), Turnip, King Papa, Princess Irene, Great Great Grandmother Irene, the March Hare, the Mad Hatter, Tack, Princess Yum-Yum, Hen Wen, Fflewddur Fflam, Devon, Cornwall, Juliana (Quest for Camelot), Dimitri, Vladimir, Pooka, Victor, Hugo, Laverne, Omar's friends, Dizzy, Stretch, the Nottingham Villagers, Mother Rabbit, Otto, Robin Hood, Maid Marian, Lady Kluck, Friar Tuck, Clopin, the Olympian Gods, Poseidon, Dionysus, Aphrodite, Hephaestus, Apollo, Athena, Ibid, Hermes, Ares, Zeus, Gurgi, Eilonwy, Phoebus, Djali, King Nod, Queen Uberta, Lord Rogers, the King (Cinderella), the Grand Duke (Cinderella), the Beast's servants, Lumiere, Cogsworth, Mrs. Potts, Chip, the Thief, King Nod's servants, Maurice, Cinderella, Schmendric, Molly Grue, Aragorn, Gandalf, King Théoden (non canon appearance), King Théoden's Men, Avatar's Mounts, Samwise Gamgee, the Emperor (Mulan), Khan (Mulan), Tzipporah, Miriam, Abu, Sarah Hawkins, Hayabusa the Falcon, Shan-Yu, Pete, Elite Hun Soldiers, Madam Medusa, Mr. Winkie, Edgar, Darla Dimple, Brutus, Nero, Hades, Pain, Panic, Tyler, Abis Mal, Emperor Zurg's Alliance, Emperor Zurg, Warp Darkmatter, Captain Gantu, Grubs, Chernabog's Legion of Darkness, Red, Belladonna, B.L. Zebub, Zigzag (now in Limbo), Rasputin (now in Limbo), Eris, Ursula (soul of Tartarus), Clayton (soul of Tartarus), Scar (soul of Tartarus), Queen Grimhilde/the Hag (soul of Tartarus), Derek (soul of Tartarus), Megara (soul of Tartarus), Clavious, Zelda, Saruman, Archmage/Destane/Hooden Stranger, Madam Mim, Yzma, Grima Wormtongue, Archive Footage of the Amestris' cemetery (used to represent Fa Zhou and Fa Li's resting place), Fa Zhou's spirit, and Fa Li's spirit)
  • Post-Credits Cutscene: (Featuring: Mok, Mok's Supercomputer, Holli Would, and Mok's Mysterious Friend/Pitch Black)

Second Series:

Characters confirmed to appear (Animated Universe): (Odin/Erik Hellstorm, the Snow Queen, Mok, Mulan, Goofy, Donald Duck, Osmosis Jones, Drix, Littlefoot's friends, Littlefoot, Cera, Duckie, Spike (Land Before Time), Petrie, Simba, Buzz Lightyear, Tarzan, Ariel, Aang, Sokka, Katara, Goliath, Samurai Jack, Kim Possible, Jenny/Robotic Global Response Unit XJ-9, Darkwing Duck, the Powerpuff Girls, Jake Long, Danny Phantom, Phineas Flynn, Ferb Fletcher, the Hyperforce, Antauri, Sparx, Gibson, Otto, Nova, Ninja Turtles, Leonardo, Michelangelo, Donatello, Dipper Pines, Mabel Pines, Stan Pines, Soos Ramirez, the Autobots, Bulkhead, Rachet, Optimus Prime, Bumblebee, the Burners, Mike Chilton, Chuck (Motorcity), Julie Kane, Dutch Gordy, Texas, Taichi "Tai" Kamiya, Yamato "Matt" Ishida, Takeru "TK" Takaishi, Koushiro "Izzy" Izumi, Mimi Tachikawa, Patamon, Sora Takenouchi, W.I.T.C.H., Wilhelmina "Will" Vandom, Yugo, the Rescue Rangers, Chip, Dale, Gadget Hackwrench, Monterey Jack, Zipper, He-Man, Teela, Man-At-Arms, Raw-Man, Mekaneck, Scrooge McDuck, the Elric Brothers, Edward Elric, Alphonse Elric, Wander, Sylvia, Twilight Sparkle's friends, Twilight Sparkle, Rarity, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, David Xanatos, Skeletor, Mozenrath, Xerxes, Utrom Shredder, Dr. Drakken, Shego, Princess Azula, Lord Hater, Cobra Industries, Cobra Commander, the Fearsome Five, Negaduck, Mojo Jojo, Doctor Doofenshmirtz, Discord, Queen La, Myotismon, Huntsman, Vlad Plasmius, Demona, the Decepticons, Megatron, Abraham Kane, the Dark Hand, Valmont, Don Karnage, Jack Spicer, the Skeleton King, Doctor Robotnik, the Saurians, Lord Dragaunus, Mumm-Ra, Prince Phobos, Nox, Bill Cipher, Aku, Star Butterfly, Marco Diaz, Gems (Steven Universe), Steven Universe, Pearl, Garnet, Amethyst, Aladdin, Starscream, Jackie Chan, Prince Zuko, Queen Chrysalis, Peridot, Fat Cat, Wylie Burp, Evangelyne, Lord Dominator, Papa Sharptooth, Mama Sharptooth, Mechanicles, Hades, Aisling, Perry the Platypus, Fright Knight, Nightmare (Danny Phantom), Lelouch vi Britannia/Zero, Emperor Zurg, Lion-O, Megavolt, Alfred J. Kwak, Nos4a2, Mrazomor, Stitch, Chase Young, Yzma, Devimon, Hay Lin, Irma Lair, Taranee Cook, Cornelia Hale, Sonic the Hedgehog, the Baroness, Dr. Mindbender, French Foreign Legion, Lt. Colonel Staquait, French Foreign Legionnaires, Team Atlantis, Milo Thatch, Kida, Isabella Garcia-Shapiro, Him, Tublat, Mirage, and Ron Stoppable)

Characters confirmed to appear (CGI Universe): (Mickey Mouse, Pitch Black, Master Xehanort, Rapunzel, Pascal, Merida, Angus, Hiccup, Jack Frost, Santa Claus, Toothless, Yen Sid, Nightmares, Lord Shen, Syndrome, Cinder Fall, Mercury Black, Mother Gothel, Ansem, Seeker of Darkness, Woody, Buzz Lightyear, Jessie, Po the Panda, Mr. Ping, Jack Skellington, Shrek, Donkey, Mr. Incredible, Tari, Sora, Maleficent, Elsa, Ruby Rose, Carnotaurus, Red Death, Chang-Pan, Te Ka, Xehanort's Guardian, Cyclonis, Vanitas, Odette, Miguel Rivera, Dante the Dog, Xibalba, Frollo, Duloc Guards, Xiao-Bai, Rattlesnake Jake, The Fabrication Machine, Beck/Tron, Ed, GLaDOS, Wheatley, WALL-E, Lavernius Tucker, Ralph, Sulley, Mike Wazowski, Tooth Fairy, Bigby Wolf, Snow White, Oogie Boogie, Coraline Jones, Norman Babcock, Bloody Mary, The Monster of Fire Mountain, Monkey, Jafar, Big Hero 6: Hiro Hamada, Baymax, Go Go Tomago, Honey Lemon, Wasabi, Fred, General Tesler, The Other Mother/Beldam, Moana, Raiden the Moon King, Ian Lightfoot, Archibald Snatcher, Beau, 9, The Mad Doctor, Foxy, Elastigirl, Dash Parr, Violet Parr, Raya, Springtrap, Oswald the Lucky Rabbit, Colonel Sarge, Dick Simmons, Dexter Grif, Franklin Delano Donut, Caboose, Frank DuFresne and Lopez the Heavy)

Round 1 (Second Series):

Events of the War

A Story of Good and Evil

In her citadel at Forbidden Mountain, the sorceress Maleficent met with her allies, including the Arabic sorcerer Jafar, the corrupt Greek god of the dead Hades, the voodoo witch doctor Dr. Facilier and the fanatical Judge of Paris Judge Claude Frollo, making plans to dominate their world, when their meeting was interrupted by the mad genius and rock star Mok Swagger. Showing the assembled villains his powerful super-computer, he offered to aid the villains in their plans by gathering his own allies, including the Russian Mad Monk Grigori Rasputin, the corrupt Knight of the Round Table Sir Ruber, the therianthrope sorcerer Hedge von Rothbart, the Greek goddess of discord Eris, the wicked super-virus Thrax, the sinister circus ringmaster Professor Screweyes, the Baghdad sorcerer Zigzag, the terrorist El Supremo, and the Mesoamerican shaman Tzekel Kan to bolster Maleficent's army. Intrigued by Mok's offer, Maleficent agreed, offering him her full support.

Meanwhile, in an English meadow, two rabbit brothers, Hazel and Fiver, emerged from their burrow to graze. Fiver sensed something amiss, but not feeling it was too dangerous at the moment, accompanied his brother out to feed.

Sending Hades to Russia to meet up with Rasputin, Mok tasked the two with killing Rasputin's old enemy Anastasia Romanov, last heir of the Russian Imperial family. Rasputin lent Hades his demonic powers as the god departed to dispose of Anastasia, who was leaving Russia on a train. Hades summoned Rasputin's demons to sabotage the train, but Anastasia's companion, a former con artist named Dimitri, noticed the damage and tried to repair it. His efforts were for naught, as the train's engine exploded and the vehicle ran out of control. Hades' demons combined into a colossal fiery beast, demolishing a bridge up ahead that the train was rapidly speeding towards. Seeing no other options, Anastasia, Dimitri, and their other friends leapt off the train before it plunged into the crevasse, frustrating Hades and Rasputin.

In the deserts of Arabia, Jafar contacted Zigzag and instructed him to capture Princess Jasmine of Agrabah for Mok and Maleficent. Though Jafar and his parrot Iago were skeptical of the eccentric sorcerer's capabilities, Zigzag managed to enter the city under the guise of an envoy. Gaining an audience with Jasmine, Zigzag attempted to woo her in order to spirit her away, but the wily princess saw through his ploy and spurned his advances. Seeing Jasmine's actual lover, the street thief Aladdin, had witnessed the whole scene, Zigzag attempted to take Jasmine by force, attacking Aladdin with bolts of magic. As the Sultan of Agrabah arrived and saw Zigzag's assault, the sorcerer teleported away, cutting his losses.

In the Louisiana bayous, the criminal Madam Medusa operated a dog pound as a front for the gang known as the "Animal Cruelty Squad." Two dogs imprisoned within, Charlie Barkin and his friend Itchy, dug a tunnel out of the pound and attempted to escape, but Medusa noticed and opened fire on them with her shotgun. The two canines' bickering threatened to get them killed, though they eventually managed to escape.

Called to a meeting of the international League of Extraordinary Gentlemice, the mouse agents Bernard and Bianca found themselves lost in the streets of New York. While trying to find their way to the League safehouse, they accidentally stumbled into the headquarters of the cat street gang known as the Mott Street Maulers, led by the ruthless Warren T. Rat. Noticing the trespassers, the cats tried to devour them, but the pair soon managed to lose their pursuers.

Tasked by Mok with capturing the Monacan Prince Frederic, the sea witch Ursula assaulted him in his castle and soon transformed him into a frog. Desperate to escape Ursula's attack, Frederic leapt into the sea and hid in what appeared to be a cave. However, he soon discovered that the "cave" was, in fact, the jaws of the Scottish plesiosaur Nessie, who made to attack Ursula as she pursued Frederic. Unwilling to test her strength against the beast, Ursula teleported away in a whirlwind, though the wind's passing caused a large boulder to fall and pin Nessie underneath it.

In London, El Supremo attacked Buckingham Palace in his colossal serpentine war machine, an attack seen by the heroic Mickey Mouse and his companions Donald Duck and Goofy. Attempting to stop the assault, the three rushed into the palace just before it was lifted into the air by Supremo's machine. As Supremo landed inside the building, he found himself confronted by Mickey, Donald, and Goofy, who engaged the terrorist in a sword-fight. Proving the stronger fighter, Supremo overpowered both Mickey and Donald before being knocked flat by a headbutt from Goofy. However, Mickey's lover Minnie Mouse, who had been visiting the palace before the attack, was then attacked by Supremo's wife, the shapeshifting sorceress Messina, distracting Mickey and allowing Supremo to knock him and his companions out of the building. Mickey could only watch helplessly as Supremo's craft departed with Minnie inside.

Back in the seas off Monaco, Nessie and Frederic got to speak with each other after the battle with Ursula. The pair also met the mermaid princess Ariel, who had been passing by and who freed Nessie from the boulder. Striking up a friendship, the group departed. In England, Fiver had a vision of the meadow being covered in blood, also foreseeing that a smoky demon and a colossal, burning bird would come and destroy their home and all in their path. Fiver tried to convince Hazel to flee, but Hazel was unconvinced of his brother's visions. Eventually, though he remained skeptical, Hazel agreed to speak with the warren's chief on Fiver's behalf, concerned by his brothers rants.

A Hard Crossing

Inside the Watership Down warren, Hazel brought Fiver before the Chief Rabbit to tell him of Fiver's vision. The Chief didn't have much interest in Fiver's vague prophecy and only said he would think about the matter, to which Fiver responded they didn't have time before running off. Hazel left to look after his brother. All the while, the young deer Bambi listened to the conversation with interest.

In Germany, the wicked Queen Grimhilde met with her allies: El Supremo, Messina, and the pirate Captain Hook to discuss the recent attacks on the world's heroes. The meeting was interrupted by the arrival of Grimhilde's brother Lord Maliss, who told Grimhilde of Mok's alliance with Maleficent and proposed that they join with the occult superstar. As a show of good faith, Maliss told Grimhilde he would capture her long-standing nemesis, the princess Snow White. Maliss' estranged lackeys, the villains-in-training Scowl and Batso, decided to accompany their former master in hopes of proving their worth to him.

Knowing they weren't safe in Europe after Hades' attack, Anastasia, Dimitri, and their companions boarded a ship bound for the United States. Also aboard the vessel were a group of mice including among their number the Mousekewitz family, who were hoping for a new life in America, and the unwilling passengers Hubie and Rocko, two penguins bound for an American zoo.

Unfortunately, there would be no relief for Anastasia across the world from her pursuers. During the night, Maleficent cast a spell that allowed her to take control of the sleeping Russian princess' mind. As she rose from her bed and headed above deck, a storm rolled in, flooding parts of the ship and endangering Fievel Mousekewitz, a child of the Mousekewitz family. Meanwhile, Hubie and Rocko managed to escape from their cages and attempted to find a way off the ship. All three parties soon found themselves in danger as Dimitri tried to stop the mesmerized Anastasia from leaping into the sea and Fievel, Hubie, and Rocko fought to keep from being washed overboard. Dimitri managed to save Anastasia in the nick of time, but the animals weren't so lucky, being enveloped by the churning sea. Watching from afar, the villains plotted anew.

Back in Germany, Maliss, in the form of a dragon, spotted Snow White and her seven dwarf companions in a meadow. Landing and reverting to human form, Maliss accosted Snow White, blasting the Dwarfs with beams of magic from his eyes when they tried to intervene. However, White used the distraction to flee into the forest, forcing Maliss to once again take dragon form and pursue her. Scowl and Batso tried to follow, only for the Dwarfs to spot Scowl and beat him with clubs. Their efforts were for naught, however, as Maliss managed to snatch White and fly off with her. Accompanied by the animals of the forest, the Dwarfs set off in pursuit.

In another forest in Wales, the farm boy Taran was walking the pig Hen Wen, who had the power to foresee the future when her nose was dipped in water. This strange power had gotten the attention of the sorcerer Rothbart, who sought to capture the pig for his own means. Taking the form of the Great Animal, a monstrous hybrid-bat creature, Rothbart and his draconic Gwythaints tried to snatch Hen Wen. They soon succeeded, despite Taran's attempt to stop them.

At a farm in England, Judge Claude Frollo and his men tried to arrest Lady Juliana, the wife of a late Knight of the Round Table, for her association with a potential threat to Maleficent and Mok's alliance. Eavesdropping on the incident, Juliana's daughter Kayley rode off to seek help, only to be spotted by Frollo, who chased after her. Kayley tried to escape into the forest, but Frollo soon caught up with her and tried to restrain her, only to be confronted by the blind hermit Garrett. Despite his apparent disability, Garrett managed to fight off Frollo's soldiers, aided by the magic of the forest. Unwilling to lose any more men, Frollo backed off.

In the deserts of Arabia, the princess of Baghdad Yum-Yum and her lover, the cobbler Tack, traveled in a caravan to seek an alliance with Agrabah against the rising threat posed by the villain forces. However, their plans were known to the villains, who sent Jafar to deal with the princess. Tack tried to stop Jafar, but the capture of Yum-Yum by Jafar's lackey Abis Mal distracted him, allowing Jafar to capture him as well. Watching from nearby, a thief following the caravan decided to pursue Jafar, curious about the unfolding situation.

Sent to France to deal with another potential threat, Ruber broke into the castle inhabited by an enchanted Beast and his lover Belle. Though the Beast initially seemed to be more than a match for the wicked knight, Ruber used a potion provided by Maleficent to transform his hired thugs into soldiers of living iron. The monstrosities overpowered the Beast, only for Belle to escape in the confusion. Ruber sent two of his men after her, but the Beast followed and knocked the iron men from a cliff, escaping with Belle.

Hearing that her nephew Frederic was accompanying the mermaid Ariel, Messina entered the sea to deal with the pair and their companions. Not long after she attacked them, however, Messina was herself confronted by Ariel's father King Triton, ruler of all the seas. Triton blasted Messina with his trident, but Messina's magic was even more powerful than the sea king's, and she managed to turn the tables on him, transforming him into a helpless polyp. Though her original targets were still unharmed (physically if not emotionally), Messina was content with having taken down a much larger threat.

At Swan Lake in Russia, the princess Odette was talking with her animal companions when she was confronted by Dr. Facilier, who told her he could help her win the heart of her childhood love Prince Derek. Though Odette's friends didn't trust the witch doctor, Odette agreed to accept Facilier's help, only for him to betray her and use his voodoo magic to transform her into a swan with the help of his mysterious Friends on the Other Side.

In New York, as the mouse Doctor Dawson headed to the meeting of the League of Extraordinary Gentlemice, he found Fievel, who had managed to survive the storm and make it to land, but was still grieving his separation from his family. Believing the League may be able to help him, Dawson took Fievel to meet his friend Basil of Baker Street, the League's founder. Back in England, despite the Chief Rabbit's reluctance, Hazel and Fiver gathered a group of rabbits who agreed to help them seek safety. They were also followed by Bambi, who also sensed something was amiss. Elsewhere in England, Prince John, the corrupt ruler of the island kingdom, met with the evil lion Scar and the devious tiger Shere Khan to discuss an alliance. They were approached by the goblin Prince Froglip, who asked to also join forces with the group. Despite Scar and Shere Khan's doubts about the goblin's usefulness, Prince John agreed to accept Froglip's aid.

Having heard of Aladdin's encounter with Zigzag and fearing a conspiracy against the world's heroes, Mickey, Donald, and Goofy traveled to Agrabah to ask for Aladdin's help in protecting their world and helping rescue Minnie. Aladdin agreed to do what he could. In Wales, the necromancer known as the Horned King gathered his allies, including Ruber, Facilier, and Rothbart, who presented his master with Hen Wen, who he believed could lead them to the fabled Black Cauldron. In Germany, Queen Grimhilde used her Magic Mirror to watch the events transpiring across the world, looking for potential allies and enemies.

Survival or Extinction?

Dr. Dawson and Fievel returned to the League of Extraordinary Gentlemice's safehouse, but as Fievel tried to ask Basil for aid in finding his family, he found the detective was busy preparing for conflict with the villain forces and waiting for an important letter from his ally Mrs. Brisby. Despite the concern of the other League members for Fievel's situation, none of them could shake Basil from his work. Elsewhere in England, there was also dissension in the ranks of Prince John's forces as Scar and Shere Khan tried to convince John that Prince Froglip was a liability. Unable to change the prince's mind, the pair left to see to other matters. At the chateau of the power-hungry French noblewoman Lady Tremaine, Maleficent appeared and offered Tremaine a place in her circle of her allies. Interested but not fully convinced, Tremaine agreed to consider Maleficent's offer but said she would wait and watch the war play out before she made her choice.

Hearing of Ruber's attack on the Beast's castle, the wolf-dog Balto and his companions trekked through the snowy French forest to investigate. Little did they know that the Beast and Belle were nearby looking for shelter, but neither of the two parties were alone. A savage bear attacked Balto's group, soon joined by a second bear that assaulted Belle and the Beast, who had been joined by Cogsworth and Lumiere, two of the Beast's servants who had also managed to escape the castle. The first bear managed to pin Balto down and began crushing the life from him when it was attacked by his mate Jenna, knocking it away and saving Balto's life. The Beast quickly disposed of the second bear by pushing it onto an icy lake, the thin ice breaking under the bear's weight and plunging it into the freezing water. The other ursine chased Balto onto the lake as well and was similarly sent to its death, but the breaking ice endangered Balto before he could escape. As Balto was also thrown into the water, his polar bear cub friends Muk and Luk dove into the lake to save him, despite being themselves unable to swim. They found Belle trapped as well, with the Beast joining them all in the water in an effort to rescue her. It seemed they would all be lost to the cold, but as hope seemed lost, they managed to break back out and climb to safety. United by their shared near-death experience, Balto and his companions agreed to accompany the Beast and Belle to get their home back.

In England, Prince Froglip welcomed his parents, the Goblin King and Queen, to the luxuries of life under Prince John, but was watched by the noble thieves Robin Hood and Little John, who were acting as scouts for the hero forces. Accidentally knocking a stone onto the Goblin King's head, Robin Hood alerted Froglip to their presence, and the goblin prince tried to capture his benefactor's old enemy. Robin managed to hold his own in battle with Froglip's goblin warriors, only to be surprised and overpowered by the queen. As the goblins swarmed Robin, Little John came to his aid and knocked out the queen with a single blow, allowing the pair to escape.

Informed by one of his acolytes that a young boy named Mowgli had been spotted in the jungles, Tzekal Kan decided to capture him for use as a blood sacrifice to his gods. Cornering Mowgli, Kan was attacked by the man-cub's protectors Bagheera and Baloo, but his magic allowed him to knock Bagheera into a river. As Kan tried to seize Mowgli, however, the boy threw sand into Kan's eyes and ran off, buying time for Baloo to catch the shaman by surprise and tackle him. Recovering, Kan used a magic shove to knock Baloo from a cliff, badly injuring the bear. Bagheera returned and knocked Kan into the same river he had himself been thrown into, allowing the group to flee deeper into the jungle as Kan was swept downstream by the current.

As Captain Hook prowled the seas keeping an eye out for heroes to send to the depths, he was himself attacked by another pirate, the legendary Sinbad. The Arabic pirates quickly got the upper hand over their Neverland counterparts, easily dispatching many of Hook's crewmen. Hook himself took up arms against Sinbad, but the master swordsman managed to KO Hook by knocking him into a cannon. With the pirates taken care of, Sinbad and his crew took a chest of gold from the Jolly Roger hold and departed.

Passing by Lady Tremaine's estate while on her way to meet up with Basil and the League, Mrs. Brisby found her old friend Jeremy, a crow, tangled in a mess of string. As Brisby worked to free him, however, his allergies began acting up, a sign that Tremaine's vicious cat Lucifer was stalking them. Brisby managed to free Jeremy, who flew off, leaving Lucifer to turn his sights on Brisby instead. As she tried to escape, Brisby lost her grip on the letter Basil needed, losing it in a stream. Just then, Lucifer pounced, knocking her into the water as well. Before Lucifer could finish Brisby off, however, Jeremy returned, clawing at Lucifer's back. While Lucifer was distracted, Jeremy ushered Brisby to safety, flying away with her holding on to a piece of string gripped in his talons.

In New Orleans, Tiana and her husband Prince Naveen were working to set up their restaurant when they were approached by Professor Screweyes, who tried to convince them to take his special "Brain Drain" pills in exchange for help in achieving their dreams. Tiana naturally refused, but Naveen hesitated, with Screweyes taking advantage of the moment of weakness to stab him in the finger, signing Screweyes' contract in blood. The mad professor used his Brain Drain pills to devolve the pair into frogs, but before he could take them for use in his experiments, the two managed to escape on a balloon.

Surviving the storm at sea, Hubie and Rocko washed up on the shoreline of a tropical jungle, where they were found by a hungry Shere Khan. The tiger pounced on Hubie and swallowed him whole, only for Rocko to come to his defense and attack Khan, forcing him to spit Hubie out. As Khan turned his attention to Rocko, Hubie came in from behind and sucker-punched Khan. While the tiger was recovering, the two swam to safety, leaving Khan to wonder how he had been beaten by two penguins.

In deep space, the youth Jim Hawkins sat on top of his mother's inn when he noticed Thrax and his gang preparing to attack. Jim hurried to evacuate his mother and their friend Doctor Doppler as the viruses assaulted the inn. As Thrax's gang set the inn alight, Jim and his companions leapt out a window into a cart outside. Though they were alive, they could do nothing to prevent their home from burning to the ground.

In the wilds of Africa, Scar gathered his hyena lackies Banzai, Shenzi, and Ed for a hunt, hoping to take out any animal heroes they could find. Watched by a flock of curious vultures, they chanced upon the young sauropod dinosaur Littlefoot and his group of friends. The hyenas chased after the dinosaurs, only to lose them in a forest of brambles. However, as Littlefoot's friends emerged on the other side, they were confronted by Scar himself. The hyenas came in from behind to cut off their escape, but before either side could make a move, a much larger predator arrived on the scene: a deadly T-Rex. Knowing they were outmatched by the powerful dinosaur, Scar and the hyenas wisely fled, but Littlefoot and his companions could do nothing to escape the creature - until Littlefoot's Mother came to her son's defense. The adult sauropod beat the T-Rex with her tail, but was soon out-maneuvered and savagely mauled by the predator. While the two larger dinosaurs were distracted, the hyenas returned to try and finish off the smaller ones, only for Littlefoot's mother to crush them with her tail, opening up a crevasse in the unstable volcanic ground. As the earth split asunder, all the combatants were forced to retreat, as well as other dinosaurs nearby caught in the earthquake.

Finding shelter in the swamps from Professor Screweyes, Tiana and Naveen were found by Nessie, who offered to bring them to Ariel's group. Further down the coastline, Tzekal Kan escaped the river and was found by Captain Hook, who offered to avenge the shaman's humiliation if he agreed to do likewise for Hook. On Planet Z, the warlord Emperor Zurg and the rogue Galactic Federation Captain Gantu met with Thrax, who they had hired to kill Jim Hawkins, seeing him as a potential threat. The group plotted their next move.

Hearing from Froglip about his encounter with Robin Hood, Prince John chewed out a returning Scar and Shere Khan for not being there to help Froglip apprehend his hated enemy. Fed up with John's behavior, the two predators decided to leave his faction to seek power for themselves. Meanwhile, hearing about Thrax's alliance with Zurg and Gantu, Jim Hawkins and Dr. Doppler decided to join the crew of the R.L.S. Legacy in hopes of striking back against the villains, unaware they were being watched by the Chinese warrior-maiden Mulan. At Forbidden Mountain, Lady Tremaine, having considered her options, decided to accept Maleficent's offer of servitude and cast her lot in with the sorceress.

As the earthquake finally subsided, the vultures celebrated their escape from the calamity when they noticed Littlefoot had found his mortally-wounded mother. They could do nothing but watch as the mother bid farewell to her grieving son, who was now lost in an unfamiliar world.


Flying over Africa, the seagull Scuttle happened to notice the now-orphaned Littlefoot, who slipped and fell down to the shoreline where Ariel's group was seeking shelter. As the dinosaur explained his situation, the others took pity on him and agreed to keep him company while he looked for his other friends. Meanwhile, in the seedy metropolis of Cool World, Jafar met with the nightclub dancer Holli Would and offered her a place in Mok's organization. Already familiar with Mok, Holli agreed.

Deep in the wilds of England, the sorcerer Merlin called together other benevolent magic users, including the Fairy Godmother, the fairies Flora, Fauna, and Merryweather, the sorcerer Avatar and his companions Elinore and Weehawk, and his apprentice Arthur to discuss the recent villain attacks. While Merlin pressed for immediate action against the forces of evil, the others believed they needed to wait for Robin Hood to return with his scouting reports.

In Germany, the world's most prominent leaders, including the German rulers King Stefan, Queen Leah, King Hubert, and Prince Philip, the unnamed king of France, the English knights Sir Ector and Sir Kay, King Papa of Hungary, King Morpheus of Slumberland, King Jarol of Firekeep, and the dour King Haggard, gathered to plan their own resistance against the villain forces. The rulers promised mutual protection and assistance in the event that their lands were attacked, though some of the gathering felt on edge about Haggard's behavior.

At Forbidden Mountain, Maleficent tasked Rasputin with capturing Princess Jasmine, empowering his reliquary for the job. Suddenly, Thrax arrived, asking the pair to join Zurg's alliance. Though uninterested in Thrax's offer, Maleficent believed he could be of use to her and asked that he help Rasputin in capturing Jasmine. The virus agreed and departed, not knowing that the entire exchange had been watched by the Baghdad thief, who had followed Princess Yum-Yum to Maleficent's citadel.

As Rasputin and Thrax arrived in Agrabah, they were met by Aladdin, Mickey, Donald, and Goofy, who rallied to defend the princess against the two invaders. Rasputin demonstrated his new power by using his reliquary to transform Jasmine's pet tiger Rajah into a helpless kitten when he leaped in to protect his master. Even the Genie was powerless against the Russian sorcerer, knocked flat by the reliquary's magic. However, Aladdin used Rasputin's temporary distraction to rush in and sucker-punch the lich. Mickey tried to block Thrax from attacking Jasmine, only to be backhanded by the virus. Donald and Goofy similarly failed to stop him, but as Thrax moved in to seize the princess, Pluto got between the two. Thrax burned the dog with his claw and managed to snatch Jasmine, threatening to kill her if the heroes followed him. The pair departed, leaving Aladdin and Mickey to watch helplessly.

In the American wilds, the wild mustang Spirit kept careful watch over his herd when he noticed Scar's mate Zira stalking two young foals that had become separated from the other horses. Unable to stand idly by, Spirit charged in and stepped in between Zira and the foals. The two battled furiously, Zira swiping at Spirit with her claws while he deftly evaded her attacks and kicked at her with his hooves. At one point, Zira managed to leap on top of him, but Spirit rolled and knocked her off. Zira was forced to retreat, though she swore that their battle hadn't ended.

In the Horned King's citadel, Ruber was gearing up for another attack on the heroes when he was confronted by Hades, who asked him to attack his old enemy Hercules. Ruber agreed, unaware that the bored god had set him up, not telling Ruber about Hercules' status as a demigod. Arriving in Thebes with his iron soldiers, Ruber managed to get in a good hit before Hercules could draw his sword, while his griffin assaulted Hercules' winged horse Pegasus. Seeing his steed and friend being attacked, Hercules gained a second wind and knocked Ruber and his griffin out with a single punch. While the wicked knight was incapacitated, Hercules and his companions fled to safety.

In deep space, the pilot Akima Kunimoto rushed to warn her friends Cale Tucker and Joseph Korso that Captain Gantu had targeted them for death, only to find that the rogue captain had beaten her there. As Cale and Korso tried to flee in a spacecraft, Gantu shot Cale off of the vehicle's hull, forcing Korso to turn around to pick him up. Gantu pursued them, continuing to fire at the pair, but Cale managed to get back on board the craft. Gantu narrowly managed to escape to his own vessel as the humans crashed out of the space station, destroying it. Gantu fired on the spacecraft and destroyed it with his craft's guns, but Cale and Korso ejected in the nick of time, boarding Akima's craft and warping out, leaving Gantu alone in his own damaged ship.

In Africa, the meerkat and warthog Timon and Pumbaa were collecting insects for food when they were attacked by the tyrannosaurus Sharptooth, driven into their territory by the earthquake. The pair tried to flee, but soon found themselves trapped, only for their lion friend Simba to come to their defense, managing to knock the dinosaur on its back. As Sharptooth tried to get back up, Simba pushed it into a ravine, saving his friends.

In Paris, Frollo tasked his ally, the Englishman Ratcliffe, with cracking down on immorality in the streets of the capital, in particular the Spanish con artists Tulio and Miguel, who had been swindling Parisians in rigged gambling games. As the Spaniards were in the middle of another game, Ratcliffe arrived with a platoon of guards. Miguel stole one of the guards' swords and tried to make a stand, with Tulio following suit. The two managed to hold off the guards long enough to try and escape, only to find themselves at the edge of a high wall. With the guards closing in, Tulio and Miguel dove off the wall into a pair of wine barrels, only to be snagged in a cargo net and hauled back up to face justice.

In Hawaii, the alien-hunting government agent Kent Mansley paid a visit to the young Lilo Pelekai, who he suspected was sheltering an extraterrestrial lifeform. When Mansley began getting violent, Lilo's alien companion Stitch came to her defense, confirming Mansley's suspicions. Kent punched Stitch down when he tried to attack, only for the alien to come back with a vicious assault powerful enough to knock Mansley down. Though forced to leave, Mansley was pleased to have been vindicated in his beliefs.

Approaching Dr. Facilier in person, Mok Swagger asked the voodoo witch doctor to capture the musician Angel, who he said was vital in his plans. Mok even tasked his lackeys the Schlepper Brothers with accompanying Facilier for the job. Though Facilier was irritated by Mok's imposition, he agreed to carry out the task. Approaching Angel and her friends Omar, Dizzy, and Stretch, at their hideout, Facilier mesmerized the group with Mok's mind-numbing Edison Balls. While the group was incapacitated, Facilier and the Schleppers placed Omar, Dizzy, and Stretch in a car which they set to crash into a fountain before escaping with Angel. As Omar and friends regained their senses, surviving the crash, they were found by Aladdin, Mickey, Donald, and Goofy, who agreed to help them find Angel.

Deep in his lair in Africa, Scar organized his own faction, including Shere Khan, Zira, the python Kaa, the feline serial killer Claudandus, and the violent rabbit General Woundwort, to seize power for animalkind. Back in Hawaii, Mansley's superior Cobra Bubbles confronted him about his treatment of Lilo and Stitch, who were old friends of Bubbles'. He immediately fired Mansley from the agency.

On Planet Z, Zurg arrived to greet his newest recruits, the cyborg warlord Zygon and the mad intergalactic criminal Tyler. Though disappointed with the size of his faction, Zurg decided to move forward with his plans to conquer the galaxy. Back on Earth, Angel and Princess Jasmine were thrown into Mok's prison with Princess Yum-Yum, under the oversight of Holli Would. At the Horned King's citadel, Facilier introduced the King, Rothbart, and Ruber to their new recruits - Avatar's powerful and wicked brother Blackwolf, the Icepeak sorcerer Nekron, and the Istari wizard Saruman of Many Colors. Together, this "Bakshi Bunch" vowed to bring the world to heel before the Horned King.

Scout Missions

At the Horned King's citadel, Blackwolf, on his first assignment from the King, dispatched his assassin Necron 99 to find and eliminate Merlin and his allies. Meanwhile, at Basil's hideout, the League of Extraordinary Gentlemice welcomed the arrival of Mrs. Brisby, although she explained that she had lost the letter she was carrying, much to Basil's frustration.

At the Palace of Justice in Paris, Frollo checked in on his new prisoners, including Tulio, Miguel, Lady Juliana, Tack (whom Jafar had brought to him on the orders of Maleficent) and the newly captured troll Stanley. After Frollo left, the heroes, led by Tulio and Miguel, began to work on a plan to escape. At Animal Cruelty Squad Sector B, the insidious Cruella De Vil assigned her trusted thugs Jasper and Horace with preparing their own captives, including the dogs Rowf and Snitter and the cat and mouse pair Tom and Jerry, for skinning in order to make fur coats, while she went out to meet the other members of the Animal Cruelty Squad. Elsewhere, in England, Merlin and his allies, now joined by Elinore's father the Fairy President, were still waiting for Robin Hood's report. Merlin stated that he already sent out another scout to find Robin.

On the peaceful farm of Patch of Heaven, Pearl Gesner and Widow Tweed went about their day tending to their farm animals. With the exception of Pearl's cows Grace and Mrs. Calloway and Tweed's adopted fox Tod, new faces had recently been introduced to the farm, including the kind-hearted pig Wilbur, the friendly cow Maggie, the wise spider Charlotte, a friendly goose, and the trouble-making rat Templeton. However, terrible news arrived as Sheriff Sam Brown and his horse Buck arrived on the farm to inform them that the bank was auctioning off the farm due to unpaid taxes. Having no other choice, Pearl and Tweed had to abide by the bank's decision. While most of the animals were devastated about the fact that they would be sold and likely killed and eaten, the conniving pig Napoleon, taking advantage of the situation, decided to take action and gathered several of his allies for a scheme of his own.

In the forests of England, Robin Hood and Little John took a moment to recover from their run-in with Froglip before heading back to Merlin and Avatar's group. However, Necron 99 chanced upon the pair and held them at gunpoint. Noticing the assassin, Robin and John ran for their lives, with Necron chasing after them, opening fire with his rifle, nearly hitting John. Robin returned fire, hitting Necron's mount in the head and killing it. Leaving the dead beast behind, Necron continued his pursuit, unaware that he was being watched by Peter Pan and his fairy companion Tinker Bell, who were the second pair of scouts sent by Merlin.

In space, on the artificially intelligent spacecraft Arthur (not to be confused with Merlin's apprentice), the spacecraft's passengers Orin and Dagg Dibrimi, joined by the police officer cell Osmosis Jones and the pill Drix (who served as agents of the Galactic Federation) were summoned to a Federation meeting. On their way, they were attacked by Zurg's agent Warp Darkmatter and a platoon of Hornet robots (who had been informed about their activities by Thrax and Zygon). Though under fire from the robots, Jones managed to destroy many of them with the ship's mounted gun. Landing, Orin, Dagg, and Drix exited the ship to fight the ambush off directly, with Darkmatter also disembarking to do battle with them. Catching Darkmatter in between them, Drix and Dagg managed to drive him into the path of Jones' ricocheted shot, shooting him down. Emperor Zurg then arrived, stepping into the fray of battle personally. Orin foolishly tried to attack the evil emperor on his own, only for Zurg to stun him with his eye beams. As Zurg called another group of Hornets to attack, the heroes decided to make their escape, with the Hornets opening fire on them. As more Hornets drew towards Orin and Dagg, the Fembot Silica, having heard the commotion, stepped in to see what was happening, only for Dagg to grab her and use her metal body to deflect the laser fire, allowing him and Orin to get to the ship. The other heroes joined them and made their escape from Zurg's forces, much to Zurg's frustration.

In North America, in the forests of the Native Lands, the Powhatan princess Pocahontas and the English settler John Smith sought help and advice from the tree spirit Grandmother Willow, having heard of the attacks on their fellow heroes. At that moment, Knuckles, the sorcerer Clavious' chief lackey, set the forest ablaze with a flaming arrow to draw out any heroes hiding in the woods, having been sent by Clavious to eliminate any potential threats. Spotting Knuckles' fleeing the scene, Smith ran after him, followed by Pocahontas and her animal friends Meeko and Flit. The hummingbird managed to catch up with Knuckles and attacked him, knocking him into a river. Knuckles recovered and pulled himself out before drawing his pursuers deeper into the forest, eventually coming to a clearing where he had mounted multiple crossbows to fire on anyone caught in the center of the field. As the two heroes stormed into the field, Knuckles activated the trap. Fortunately, Pocahontas and Smith ducked out of the way in the nick of time, though Knuckles managed to escape from the forest.

Back at Cruella's mansion, Jerry managed to squeeze through the bars of his cell and use the control panel to open Rowf, Snitter, and Tom's cages just before Horace and Jasper arrived to kill them. When Jasper noticed the empty cells, he called Horace in to find the escapees. Rowf and Snitter fled into the incinerator while Tom and Jerry escaped through an open window. While Snitter managed to escape from the incinerator room, the larger Rowf found himself unable to fit through the exit. The two villains used the chance to activate the furnace, intending to burn him alive. Eventually, Rowf managed to get loose and escape seconds before the incinerator was activated, joining his companions outside.

In Africa, Ariel and Frederic's group journeyed up the river, hoping to find more allies against the villain alliance. However, Littlefoot, tagging along with the group, mistook his own shadow for his deceased mother, grieving when he realized his mistake. The mermaid princess comforted the dinosaur, explaining that she also lost her mother and knew the feeling of being left without a mother. She promised him that they would find his friends who had been lost in the aftermath of the earthquake.

At the League of Extraordinary Gentlemice's hideout, Basil was still ranting about Mrs. Brisby losing the intel when he finally noticed the sleeping Fievel. Dawson explained the young mouse's situation and called Basil out for ignoring him all this time. Basil was ashamed of his actions, promising to do everything in the League's power to help Fieval find his family, with Ratigan's capture being only a secondary priority. At that moment, Evinrude flew in with the letter that Mrs. Brisby dropped, cheering Basil's mood as he progressed with the next phase of his plans. At Clavious' hideout, Knuckles reported his failure, frustrating Clavious and his partner-in-crime Zelda. Just as they were debating what to do next, they were approached by their former ally Rothbart, who offered them a place in the Horned King's alliance. The three reluctantly agreed to his offer, having previously parted with Rothbart on bad terms.

Back in the forests of England, Peter Pan made his move, ambushing Necron and goading him into attacking him. The assassin opened fire, only for Pan to dodge the shots. With Necron's ammo spent, Pan grappled with him and knocked the pair over a cliff; though the flying boy escaped harm, Necron was left to fall into the river below. As Pan ushered Robin Hood and Little John to safety, they were unaware that Necron was still alive and continuing to follow them.

Making it to Avatar's tower before Robin, John, and Pan, Necron discovered Merlin, Avatar, and the others inside. Before any of them noticed him, he opened fire on the Fairy President in the middle of his speech, killing him. Merlin retaliated with a powerful spell, incapacitating Necron while Elinore furiously attacked her father's murderer. At that moment, Robin, John, and Pan returned to give their report, only to find they had arrived moments too late to prevent the horrific assassination.

In the wilds of Africa, Shere Khan recruited the brutish penguin Drake into Scar's alliance. As a test of his strength, Khan sent Drake on an assignment to kill the lord of the apes Tarzan, whom they considered a major threat. Arriving in gorilla territory, Drake confronted Tarzan, frightening off the gorillas in the process. When Tarzan ignored Drake's threats and boasting, Drake sucker-punched him, knocking him flat. As Tarzan recovered, Drake charged him, only for Tarzan to knock him out with a single blow. As the gorillas and Tarzan's friends, including the elephant Tantor, the young gorilla Terk, and Tarzan's mate Jane Porter, converged to assist Tarzan, Drake was forced to retreat, not wanting to face all of them at once.

At the Palace of Justice in Paris, Frollo hired the French hunter Gaston and the thug Pete to bring Garrett and Kayley to the Palace of Justice, having failed in capturing them himself. Gaston and Pete, along with several of Pete's weasel henchmen, made their way into the French forests, spotting Garrett and Kayley, now joined by Garrett's pet falcon Ayden and the two-headed dragon Devon and Cornwall. Gaston fired an arrow at Garrett while his back was turned, badly wounding him in the side. As Gaston approached Garrett to finish him off, the hermit knocked him back with his staff, before Kayley tried to take him to safety. Pete ordered his weasels to stop the heroes, only for them to be smacked away by Devon and Cornwall. As Pete made to stab the dragon, the twins blasted him with their fire breath, sending Pete hurtling into the sky like a rocket. As Gaston tried to stop Kayley and Garret himself, Kayley seized a branch and knocked Gaston unconscious with it before managing to flee.

While making their way out of the forest, the Watership Down rabbits and Bambi found their path blocked by a river when they sensed dogs approaching, as Chief and Steele, two hunting dogs of the American hunter Amos Slade, were set loose to track down wild game for their master. Though exhausted by their journey, the rabbits knew they had to find a way across the river before the dogs got their scent. While Bambi bought them time by battling Steele, the rabbits found a floating piece of wood large enough for the exhausted Fiver and Pipkin to ride on while the rest pushed it to the other side. Chief spotted the rabbits as they crossed the river while Bambi managed to fight off Steele. As the two dogs alerted their master, Bambi and the rabbits managed to carry their weakened companions to safety, while Slade and the dogs looked on in disappointment.

Having heard of a certain map that it would lead to the Horned King's citadel in Wales, Odette's friends Jean-Bob, Puffin, and Speed made their way to Devil's Bayou in Louisiana, the residence of Madam Medusa, to retrieve it, and find where Facilier had taken their friend. Their scent was picked up by Medusa' pet alligators Brutus and Nero, though they dug their graves even deeper when Jean-Bob accidentally knocked over a suit of armor, alerting everyone on Medusa's boat to their presence. Medusa arrived just in time to witness the map being stolen by Odette's friends. As Medusa, her partner Mr. Snoops, her ally Edgar, and her alligators cornered the animal heroes, Odette's friends quickly plotted their escape. Using their small size to their advantage and tossing the map to each other to throw off the villains, they managed to escape through a window, though Brutus and Nero followed them and nearly caught them, only for Hubie and Rocko to arrive in the nick of time and save their lives, escaping with the map.

While Aladdin flew through the Arabian deserts, keeping an eye out for potential allies or enemies, he happened upon the Hebrew prophet Moses, who was traveling through the desert with the same intentions as Aladdin, as he had foreseen the coming threat. The two of them agreed to find other heroes and build an army to fight back against the villains. Back in the French forests, Garrett, still injured after his fight with Gaston, and his friends met up with the benevolent Unicorn, who used her power to heal Garrett's wound. As Garrett recovered, more heroes emerged from the forest as the magician Schmendrick, the boy Taran (accompanied by Princess Eilonwy and the bard Fflewddur Fflam), the Beast, and Balto, and their companions joined forces with Garrett to strike back against their pursuers, forming yet another alliance of heroes.

As they escaped Devil's Bayou, Odette's friends explained their situation to Hubie and Rocko, telling them that they would need assistance in finding their friend. Hubie and Rocko reluctantly agreed to join them on their quest, hoping to find relief from their plight. In the African jungles, Tarzan and his friends were approached by the man-cub Mowgli and his friends, who requested shelter from Tzekal Kan's wrath. The ape lord happily accepted them into his territory.

Called to the Palace of Justice in Paris, the Egyptian Pharaoh Rameses II met up with Claude Frollo, as the judge asked him to join with France to crack down on immorality and to secure their lands against rebellions. Rameses accepted his offer, forming a partnership between the French and Egyptian ranks. In Wales, Blackwolf's servant informed his master about Necron 99's success in killing the Fairy President. Blackwolf then explained to the Horned King that it was only a matter of time before the heroes were flushed out of hiding, including his estranged brother Avatar.

At the Animal Cruelty Squad's hideout, the members of the organization were revealed, as Cruella De Ville, the Australian poacher Percival C. McLeach, the cattle rustler Alameda Slim, the wealthy Pristine Figg, the English poacher Clayton, the loan shark Bill Sykes, the corrupt lawyer Mr. Lickboot, an unidentified Colonel in the US Cavalry, and Amos Slade joined forces to hunt down and kill any animal that could pose a threat to them. Meanwhile, in the African wilderness, the kind group of vultures managed to track down the dinosaurs Cera, Ducky, Petrie, and Spike and told them the whereabouts of their friend Littlefoot.

Outside the boundaries of the cosmos, a new malevolent figure was making her first step into the war, as Eris, the Greek goddess of chaos, observed the villains' schemes, taking an interest in Maleficent and Mok's alliance, along with Queen Grimhilde's group. She decided to join both teams and usher in a new era of chaos.

Quasimodo's Torture

In Germany, the sea witch Ursula, alongside with her sister Morgana, cast their lot in with Queen Grimhilde (though in reality the witches were sent by Mok and Maleficent to increase Grimhilde's power). As a show of good faith and test of strength, Grimhilde decided to send the sea-witches after Sinbad, Captain Hook's previous adversary, and reclaim Hook's bounty. The reason behind this task was to retake not only the Queen's riches, but also a certain ruby sunstone that would release a formidable warrior who was sealed away in a sarcophagus long ago, as the Magic Mirror explained. Intrigued by the information, Ursula and Morgana set off to face off Sinbad.

Arriving at the R.L.S. Legacy ship, ready to be taken to the Galactic Federation's headquarters, Captain Amelia explained to her crew, mainly consisting of the Space Ranger Buzz Lightyear, Dagg Dibrimi's crew, Jim Hawkins, and Dr. Doppler, that she had been called to a meeting with the Grand Councilwoman to discuss the looming war and the threat it posed to the Federation. They were also aware of the possibility of Zurg's forces getting hold of a certain item that could endanger the entire galaxy. While the meeting was going on, the hero team was unaware of Mulan's presence, the warrior-woman having snuck onboard the ship and eavesdropped on the conversation.

Meanwhile, on Planet Z, Tyler explained to Zurg his quest to become an immortal warrior. He even gave information to the emperor about the location of a source of immortality, located on the farthest borders of the galaxy, where it could be accessed by a special green crystal in Tyler's possession. To demonstrate the effects of immortality, Tyler had his scientist Dr. Schechter give him a sample of a potion which would grant anyone ingesting it immortality and regenerative properties. Cutting his arm with a knife, Tyler drank the potion and instantly healed the wound, impressing both Schechter and Zurg. Back on Earth, in the Pride Lands of Africa, Simba was still badly wounded from his fight with Sharptooth. Timon and Pumbaa offered to watch over the Pride Lands on his behalf, while he recovered at Pride Rock. Simba was reluctant, but eventually gave in, trusting them to keep the peace while he was indisposed.

In the Arabian deserts, Aladdin introduced Moses to his newfound allies before planning an attack on Paris to confront Claude Frollo and Rameses in their stronghold, having discovered that some of their friends may be imprisoned there. Moses was hesitant to join them, explaining that he had a history with Rameses, revealing that he was the Pharaoh's estranged half-brother. Many years prior to the war, Moses seemingly killed Rameses' captain of the guard Sa'Luk, by pushing him off a cliff while defending a Hebrew slave who Sa'Luk was beating. Convicted as a murderer, he ran away as a pariah from the land of Egypt, leaving his step-brother behind. Now, with the war going on, Moses decided to pay Rameses a visit and peacefully convince him to abandon his alliance with Frollo and to release Aladdin's friends. Aladdin's group agreed to let Moses try to reason with Rameses before they launched an attack.

At the borders of the Pride Lands, Timon and Pumbaa patrolled the area, where they happened upon the two Struthiomimus siblings Ozzy and Strut, who had wandered into the savannah in hopes of finding a good meal. Before they could devour some unguarded ostrich eggs, Timon tossed a large stone at them, hitting Strut in the head and causing him to drop one of the eggs. Confronting the dinosaurs, Timon demanded they leave. Angered at losing their meal, Ozzy and Strut advanced on the heroes; however, Pumbaa charged and rammed them into the side of a cliff, setting off a landslide that buried the scavengers. Timon and Pumbaa departed, having kept the Pride Lands' borders safe.

In England, near Cruella's mansion, the dashing actor and humanoid cat Danny stumbled upon Cruella and her thugs while looking for some of the other dogs and cats who had gathered in the city. Cruella, at the moment, was confronting Horace and Jasper about letting some of their captives escape. Danny tried to ask them for directions but, annoyed by the cat's antics and looking to imprison him to replace their escaped prisoners, Cruella went after him with a tire iron. However, Danny's small size and nimble dancing allowed him to evade Cruella's attacks, baiting her into knocking out Horace and Jasper before incapacitating herself as well. Seeing he was going to get nowhere with the trio, Danny departed to continue searching for the gathering himself.

In the forests of England, outside Prince John's kingdom, John's captain of the guard the Sheriff of Nottingham, while on patrol duty, noticed the barbarian warriors Larn and Darkwolf, who happened upon the forests in search for King Jarol's current whereabouts, having been separated since the beginning of the war. The Sheriff called upon a platoon of wolf archers to eliminate them, fearing that they might pose a threat to John's kingdom. Larn managed to evade the Sheriff and his men, leaving an opening for Darkwolf to attack, knocking several archers out with an arrow. The Sheriff confronted Darkwolf personally, only to fall before the hero's strength. Meanwhile, the Sheriff's other men pursued Larn, driving the hero into the trees, where the wolves lost him. Suddenly, another hero made his move as the young miner Curdie charged the Sheriff, taking him by surprise. Defeated and overwhelmed by the trio, the Sheriff called on his troops to withdraw.

On the flagship of the Syracusan navy, Sinbad, along with his best friend and crown prince of Syracuse, Prince Proteus, examined the peculiar ruby sunstone the thief had stolen earlier from Hook. Before they could proceed any further, the sea-witches Ursula and Morgana ambushed the heroes intent on reclaiming Hook's lost bounty, forcing the heroes to fight for the sunstone. However, the sea-witches were easily humiliated, with Sinbad's dog Spike biting one of Morgana's tentacles off and Sinbad launching an explosive barrel at Ursula, hitting her in the face. While Sinbad was distracted knocking Morgana overboard, Ursula seized the opportunity to grab both the ruby sunstone and Sinbad in her tentacles before departing along with her sister, leaving behind the distraught Proteus to watch helplessly as his friend was taken by the sisters.

The League of Extraordinary Gentlemice made their way to a hollow tree, following the notes in the letter Mrs. Brisby had brought to Basil. As they journeyed further inside, the group noticed a large spider advancing on Fievel. Before it could catch him, however, it was easily squashed by the tree's occupant, the wise Great Owl. When he questioned them about barging into his house, they told him their mission to find Fievel's family as well as trying to hunt down Ratigan. The Great Owl warned the mice that Ratigan was in cahoots with his wicked brother, the Grand Duke of Owls, a powerful foe they would need to defeat if they hoped to find Fievel's family. Thanking the Owl for his help, the League set out to hunt down the Grand Duke.

Meanwhile, at the headquarters of the ACS, Alameda Slim told his allies about Patch of Heaven being up for auction and his belief that it would be the perfect place for him and his allies, including Amos Slade and the Colonel, to set up a new base. In Paris, Frollo and Rameses headed off to attend the annual Festival of Fools in accordance with the country's customs. As they headed off, Frollo's adopted son and the hunchback of Notre-Dame cathedral, Quasimodo, noticed the two of them leaving and decided to follow them on their way to the festival, hoping to learn more about the outside world. In Africa, Ariel's group was still trying to help Littlefoot find his friends until the Vultures showed up along with Cera, Ducky, Petrie, and Spike, cheering Littlefoot's hopes and spirits. Everyone rejoiced as the young dinosaurs came together again. Littlefoot and his friends then parted with Ariel's group to go their own way, although they stated that they would meet Ariel and her friends again at some point in the future.

At an unknown galactic bar, Tyler and his chief assistant Lambert were approached by Buzz Lightyear and Jim Hawkins, who believed Tyler to be in league with Zurg. However, having chanced upon the bar as well, Mulan was attacked by Tyler. Jim came to Mulan's defense and shot Tyler down with several blaster shots, seemingly killing him. However, to the heroes' surprise and horror, Tyler managed to drink another of his immortality potions, healing his injuries. Buzz Lightyear then came to Jim and Mulan's defense, opening fire with his wrist-blaster. However, Tyler armed himself with a blaster rifle and returned fire alongside Lambert and his crewmen, hitting Lightyear, though he managed to survive due to his battle armor. Not interested in dealing with the galactic enforcers, Tyler and his crew departed, leaving the heroes with a dangerous new adversary.

As the League of Extraordinary Gentlemice searched for the Grand Duke of Owls, they were suddenly ambushed by their quarry and his feathered minions. Using his magic breath, the Grand Duke summoned a lightning bolt to scatter the mice. Thinking them easy prey, the Duke allowed his minions to toy with them before they ate the rodents. Recovering, the mice defended themselves. In the midst of the commotion, Fidget, Ratigan's chief lackey, managed to track down the League and frightened Fievel and Mrs. Brisby, before departing to see to other matters. After the failure of his minions, the Grand Duke decided to deal with the League personally, growing to immense size and bringing his magic to bear against them. Basil called upon his trusty dog Toby to their defense, with Toby attacking the Duke and temporarily distracting him. Using the opening, Basil spotted a discarded flashlight and turned it on, shining it on the Duke; light being the Duke's only weakness, the flashlight's beam forced the Duke to retreat.

In the American West, Spirit was spending time with his herd when he was caught off guard by Alameda Slim, who believed that he might be the perfect trophy for the ACS to put on Patch of Heaven's ranch once they had claimed it. Spirit sent his mother and his herd to safety, warning them to avoid an open confrontation, while he dealt with the humans. Slim sent his nephews, the Willie Brothers, after the stallion, driving him to a secluded canyon path. Pursuing him, Slim used his spurs to knock a large boulder down into the canyon's exit and cut off Spirit's escape. He didn't expect Spirit to turn and charge, confronting his pursuers head-on. However, Slim called on his men, including the corrupt sheriff and smuggler Rico, to capture him, successfully subduing the stallion with lariats. Spirit's mother, seeing his situation, made an attempt to save Spirit's life, but Spirit stopped her, fearing for her safety. He appointed her leader of the herd in his absence. The herd reluctantly left the canyon pass, with Spirit taken away by the ACS.

In Paris, the Festival of Fools had began, as several circus performers, including the ringmaster Professor Screweyes, the Egyptian high priests Hotep and Huy, the magician Sarousch, the puppeteers Stromboli and Puppetino, and the con artist Foulfellow displayed their tricks and talents to the townsfolk. Amongst the French civilians, a new arrival made his way to the Festival, as Quasimodo stumbled into the center of the Festival, catching the attention of every eye, including Frollo and Rameses. The Pharaoh ordered his troops and the circus performers to apprehend the hunchback and humiliate him in the worst way possible for his intrusion on the Festival and disobedience in leaving Notre Dame. While Quasimodo begged for help from his father, Frollo looked away, leaving Quasimodo to his fate. The event was also watched by the troll-like creature Gurgi, who took pity on the hunchback's humiliation and decided to help him.

Surviving the rockfall, Ozzy and Strut were found by Shere Khan, who requested that they join Scar's alliance, in hopes of striking back against Timon, Pumbaa, and any other hero would make a stand against them, an offer both the Struthiomimus agreed to. Back at Patch of Heaven, Napoleon secretly met with his new allies, including the criminal mastermind Cat R. Waul, Ratigan, Warren T. Rat, the treacherous rat Jenner, the rogue Mouse King, the savage pitbull Carface, and the Grand Duke of Owls. Together, they agreed to help Napoleon turn Patch of Heaven into an independent nation of animals, without human interference. Napoleon would rule this new nation, with Waul the head of the army.

In the wilds of England, while Avatar set to work on repairing Necron 99 and reprogramming him to work for them, Merlin and his allies welcomed new arrivals, as the Istari wizard Gandalf the Grey and the hobbit Frodo Baggins joined forces with them, bolstering the resistance's ranks. In London, Rowf, Snitter, Tom, and Jerry made contact with the animal resistance group Danny had been looking for, headed by the alley cat Thomas O'Malley, the detective cat Francis, and Francis' friend Bluebeard. Together, they agreed to help the ACS escapees bring justice to their tormenters. At ACS headquarters, Bill Sykes informed McLeach and Clayton about Littlefoot and his friends, believing the dinosaurs would be the catch of a lifetime.

Back at Castle Grimhilde, Ursula and Morgana delivered the ruby sunstone to Grimhilde, allowing the Queen to release the formidable warrior from his sarcophagus, as Tzekel Kan proclaimed a new era where the gods had awakened. At last, the ruthless Ogthar returned to the world of the living, ready to take action and become involved in the approaching war.

Dark Schemes, New Ploys, New Revelations

At Forbidden Mountain, Maleficent and Mok's allies converged to discuss their next move, until Eris, deciding to enter the conflict in person at last, popped up, proposing to join their alliance as one of their new additions. Furthermore, she explained that she would set in motion a deadly and cunning plan that would destroy all the heroes, much to the interest and delight of the villains. While the meeting was going on, Claudandus (having snuck into Maleficent's citadel undetected), used Mok's supercomputer and copied a program from the machine for his own plans before making his leave, along with Eris, who departed to set her plan in motion.

On the R.L.S. Legacy ship, Captain Amelia, having discovered Mulan's presence, intended to ditch the stowaway at the next stop. Jim stood up for her, explaining her run-in with Tyler as well as how she helped them fight the villain off. Furthermore, he expressed his belief that, now that they knew Tyler was effectively invincible, they would need all the help they could get to take him down. The feline captain eventually allowed Mulan to stay with them, tasking Jim with keeping an eye on her. Mulan was puzzled by the fact that Jim stood up for her. Jim simply replied that he couldn't stand by and do nothing when she needed help. When Jim departed, Mushu, Mulan's guardian dragon suspiciously noticed Mulan's growing affection for Jim.

At ACS Sector A, after being informed about Littlefoot's presence, McLeach prepared to lend several ferocious animals to Clayton as back-up to collect his prey. McLeach stayed behind at Sector A to monitor Clayton's progress, while the other hunter left to track down the dinosaurs. In the wilds of England, the young miner Curdie revealed his name as well his intentions to Larn and Darkwolf. Having been separated from King Papa and Princess Irene, Curdie told his new companions his belief that his friends were at King Stefan's castle in Germany, where many other noble rulers had gathered to form a Royal Council to stand against the forces marshaling against them. He asked them to join him on his journey to King Stefan's castle, where he would inform King Stefan about the state of the war and reunite with his beloved family. While hesitant at first, as they were concerned about taking a young child on such a difficult journey, the two reluctantly agreed to assist him, hoping to meet up with King Jarol, whom Curdie also briefly mentioned as one of King Stefan's allied rulers.

Back at the Patch of Heaven ranch, Cat R. Waul discussed his plans to turn the ranch into their private nation, but was worried that they were short on funds. Waul's allies were in a difficult predicament until a new face revealed itself to the group. The French Tuxedo cat trafficker Meowrice and his sinister associates made a proposition to join their cause and lend their considerable wealth to Waul's cause. Waul, Ratigan, and Napoleon gladly accepted him into their alliance, much to the cat's excitement.

The Danish children Fly, Stella, and Chuck somehow managed to stumble upon Yzma's secret lab in Peru, (likely having wandered in for the sake of adventure and the mystery of the unknown). Upon barging into Yzma's lab, the children began to examine its various potions, before Yzma arrived and attempted to force the kids to leave the facility. However, Stella, thirsty since the beginning of the adventure, foolishly drank one of Yzma's potions, mistaking it for a potable "juice potion." The potion's effects spread rapidly as it transformed Stella into a starfish. Not wanting to have some unwanted children to take care of, Yzma threw several more potions at Fly and Chuck, turning them into a Californian flyfish and jellyfish, respectively. Thankfully, the children managed to retain their human intellects and escaped into the nearby ocean to avoid the sorceress.

In the Australian Outback, the young boy Cody rode through the skies on the back of the great eagle Marahute. However, they were watched by three menacing figures as the Pteranodon Pterano and the pterosaurs Rinkus and Sierra were also flying nearby. Rinkus managed to smack Cody off the eagle with his wing. Rinkus and Sierra mocked the boy as he fell, only for Pterano to punish them as well for needless cruelty. Fortunately, Marahute managed to save Cody's life and knocked the three prehistoric creatures into a cliff before fleeing the scene.

Passing near the ACS Sector A territory, Littlefoot, Cera, Petrie, Spike, and Ducky were ambushed by a pack of wolves controlled by Clayton and sent to hunt down the prehistoric creatures. The wolves pursued the young dinosaurs, driving them into a snowy, mountainous region. Upon witnessing several snowballs kicked up by his fleeing friends rolling down from the mountain's peak to the bottom, Littlefoot came with the idea to create a massive snowball to take out the wolves. They drove away most of the wolves, including one who was tossed into a river before becoming trapped in a hollow log. However, another wolf, more savage and ruthless than the others, continued to chase them, nearly devouring Petrie before he was saved by Littlefoot. It met its demise, however, when Spike knocked a boulder down on the wolf's head, killing him, much to Clayton's chagrin. Littlefoot's friends then retreated into the woods, losing Clayton in the process.

Elsewhere, Hercules and his friends stumbled upon the territory of the Red Wizard Ommadon. Angered at their intrusion, Ommadon summoned his enforcer Bryagh the Dragon to take out the intruders. Before Hercules could unsheathe his sword, Bryagh knocked him into a pool of water with its immense strength. Hercules' mentor, the satyr Philoctetes, called to Hercules to retrieve his sword. Still dazed and unable to find his sword in the water, Hercules snatched a fish up and tried to use that against Bryagh instead, much to Bryagh and Ommadon's amusement before the dragon again struck the hero. Phil then screamed at Hercules to use his head, to which he complied by literally using his head against Bryagh, knocking him out with a mighty headbutt. Upon Bryagh's defeat, Hercules and his companions fled on Pegasus, leaving Ommadon in frustration.

Meanwhile, in the deep wilds of Germany, Prince Derek (having been informed about Odette's tragic fate), set off to find his lover, only to be ambushed by the Hun army. When a Hun archer fired on Derek, the prince caught the arrow in midair before sending it back at the archer, shattering his bow. The leader of the Huns then revealed himself as Shan-Yu advanced on Derek, forcing the prince to defend himself. However, Shan Yu easily broke through his defenses, knocking him out. Instead of killing him, Shan Yu decided to spare his life as a sign of respect at besting his warriors, amusing the Hun warlord, though he promised that the next time they met he would show no mercy. Derek fled, continuing his search for Odette.

On Planet Turo, at the Galactic Federation's headquarters, the gathered inter-galactic forces, with the inclusion of the R.L.S. Legacy and the Valkyries crew, were brought before the Grand Councilwoman, who revealed to them the motives of Zurg and his forces. With the aid of her associate Leah Estrogen, the Grand Councilwoman revealed the location of the Chamber of Immortality, situated in the fabled Holy Land, a location said to exist only in legend; it was said that anyone who drank from the waters of the Chamber would gain eternal life. Zurg and Tyler were after the Holy Land, hoping to receive the Chamber's boon by using a "special key" Tyler had previously mentioned to open the gateway to the Holy Land. Thus informed about the situation, the gathered heroes set out to put a stop to Zurg and Tyler's quest.

On the other corner of the galaxy, Zurg and his allies were informed by a Brain Pod minion about the progress on the "special key." They had almost all the pieces to re-create the crystal, though one small fragment was broken off the crystal, landing on Earth in the form of a pebble. Furious with the news, Tyler shot the Brain Pod. The frustrated villains were calmed by Thrax, who convinced them to take the small fragment of the crystal by force. Anyone who tried to stop them would be met with fire.

Sheriff Sam Brown put the Patch of Heaven ranch up for auction, allowing Alameda Slim (in disguise) and Amos Slade to buy the farm as the animals looked on in frustration. As some of animals heard the villains' plan to rename the farm as ACS Sector C, several others, particularly Charlotte and Spirit (brought in as a captive by Slim), saw Napoleon sneaking away to see to his own agenda. In France, Governor Ratcliffe summoned the Colonel, who was revealed as a mole in the ACS faction, telling him they would use the ACS operations to acquire more land and territory on Frollo's allies, Maleficent and Mok's, behalf. He also assigned the Colonel to make sure that the poachers wouldn't interfere in Mok's grand scheme.

In Wales, the Horned King and his allies were summoned to the inner sanctum of the King's citadel, as well as Odette (in her swan form), who was still a prisoner of the castle, as Creeper brought Hen Wen before the King to reveal the Black Cauldron's location. When Creeper tried to torture the pig with a red-hot poker, Odette attacked and subdued Creeper, and freed Hen Wen by tossing her into the citadel's moat. Upon witnessing the incident, the King ordered his allies to capture Odette, only for her to escape in the nick of time, leaving the King to punish Creeper for his failure.

In the Louisiana bayous, Tiana and Naveen found assistance from the alligator Louis and the firefly Ray, who befriended the two frogs during their time at the swamps. While they were preparing to re-join with Nessie and Ariel's group, they were watched by two prehistoric predators: the Ichthryonis Ichy and the savage but dimwitted Deinosuchus Dil, who set their sights on the small frogs as their next prey. Initially, Dil snuck up on Tiana and Naveen and attempted to swallow them; though they evaded her attack, she devoured the raft they had been using. As the frogs attempted to escape Ichy made his move, swooping down on the pair. Ray came to their defense, knocking Ichy off course and causing him to smash into a tree, getting stuck. The heroes then escaped, with Ichy and Dil trading insults with each other for their failure to get their prey.

While traveling the streets of London, Tom and Jerry were confronted by Professor Ratigan, in one of the rare moments the professor emerged from the shadows. Ratigan asked for the two heroes to join his and Cat R. Waul's new nation, seeing usefulness in their abilities, only for Tom and Jerry to rebuff his offer, humiliating him by throwing food at him. In retaliation, Ratigan sicked his pet Felicia on them. Just as Felicia was about to devour Jerry, Rowf and Snitter came to their defense. As the dogs chased Felicia over a wall, Jerry opened a manhole with a system of ropes, tricking Felicia into it. Outnumbered and with his pet defeated, Ratigan was forced to retreat, vowing revenge on them the next time they met.

A unit of Chinese Imperial soldiers, led by Captain Li Shang (who happened to be one of China's few survivors after a Hun attack), made their way to Marcus Octavius' stronghold in New York City, approaching the Highlander in the hopes that he would tell them who was responsible for the attack on China. However, Marcus was not interested in helping them, instead challenging Shang to a duel. When it seemed that Shang was on the verge of losing, his close friends and comrades in battle Yao, Ling, and Chien Po tried to help him, only to be forced to retreat by Marcus' guards and robots. Marcus managed to defeat Shang and brought him, along with his friends, into his stronghold as captives.

Having been humiliated after the failed attempt to capture Littlefoot and his friends, Clayton returned to McLeach's base, with the latter berating him for his failure. Amos Slade, who happened to be present at the base during that time, informed them that another group of dinosaurs (comprised of Rex the Tyrannosaurus, Dweeb the Parasaurolophus, Woog the Triceratops, and Elsa the Pteranodon), had been spotted nearby; furthermore, these were mature adults, making them more of a challenge to bring down. With McLeach's blessing, Slade set off to find his prey, cornering them in a crowded city. Upon seeing the hunter, the dinosaurs ran and scattered in panic, with the hunter following in hot pursuit. He even managed to strike Elsa with one of his gunshots, leaving her to fall on Dweeb and Woog, knocking them out. Before he could kill them, however, Slade came face to face with Rex himself, as the Tyrannosaurus mustered his courage and used his tail to knock the hunter off his feet. The prehistoric heroes departed the city, as Slade was left to stew in anger.

In Peru, the Inca Emperor Kuzco spent his days relaxing at his palace, not caring about the war that raged beyond his borders. In one of his latest "dancing grooves," he accidentally stumbled into one of his backup dancers, the child actress Darla Dimple, though he claimed that she destroyed his moment. Darla Dimple attempted to make an excuse, only for Kuzco to fire her. Angered, Darla Dimple took refuge in the Underworld, occupied by Hades and Zigzag for the moment, where she proposed a way to get rid of the spoiled emperor. Zigzag gave her a deadly potion that would end Kuzco's life. However, Hades suggested to Zigzag to give Dimple another potion, which he claimed was more lethal than the other, though in reality they were actually tricking Dimple for their own amusement. Dimple then returned to Peru, hosting a dinner for Kuzco. She offered him a drink, which had been poisoned with the potion, and Kuzco drank it all. At first, Kuzco collapsed, seemingly dead; as Dimple began to celebrate, however, Kuzco recovered moments later, astonishing her. The surprise turned to horror when Kuzco slowly transformed into a llama. Max, Dimple's butler and bodyguard, then knocked out Kuzco, while Dimple examined the potion discovering it was intended to transform humans into llamas. In anger, Dimple ordered Max to dispose of the unconscious body of Kuzco, with Max dumping it into the sea.

In the forests of England, the assembled group of heroes allied with Garrett, now calling themselves the Medieval Warriors, began to form close bonds, telling the stories that had led them to join together. Garrett, in particular, told the assembled heroes about his past. He told them that he was once a stable boy at Camelot, serving under King Arthur (an older incarnation than Merlin's protege). However, one night, a sudden fire raged through the stables of Camelot, with Garrett setting the horses free to flee to safety. Suddenly, he was caught by the Headless Horseman, a fearsome spirit who had set the fire, who cut off his path and attacked him, striking him in the head with his sword. Garrett was blinded by the wound, an injury that had afflicted him ever since. Horrified by his story, Garrett's friends and allies vowed to help him in any way they could.

Still berating each other in the Louisiana bayous, Ichy and Dil were found by Zira, accompanied by Pterano, Rinkus, and Sierra (now allies of Scar), who took an interest in their potential and capabilities. Upon Ichy's request, Zira freed the Ichthryonis from the tree, with the two of them reluctantly joining Scar's alliance. On their way to King Stefan's castle in Germany, Larn, Darkwolf, and Curdie were approached by Derek, who proposed to join forces with them in hopes of finding Odette. Deep in the seas off Peru, Ariel's group stumbled upon some left over potions from Yzma, (which had the effect of transforming marine creatures into humans). As Ariel and Prince Frederic drew closer, becoming exposed to the potions, they were quickly transformed. Ariel was turned human, while Frederic was turned into a mature adult humanoid frog.

In England, more villains, sent by Mok and Maleficent, approached Prince John, as the Incan sorceress Yzma, the mischievous witch Madam Mim, the tyrannical Queen of Hearts of Wonderland, and the malicious troll queen Gnorga, pledged their allegiance to John in his next campaigns. Not far away, the heroes directed by Merlin, Avatar, and Gandalf convened to discuss Gandalf's arrival at Avatar's tower. Gandalf explained they had arrived to seek assistance while on the lookout for the last surviving remnant of the former Dark Lord Sauron: the One Ring, which housed all of Sauron's hatred and malice and had been lost long ago. Gandalf and Frodo Baggins also warned them about the dangers of the ring, as it could corrupt those who came into contact with it with promises of power; furthermore, it could return Sauron to physical form, unleashing his evil upon the world once again. Little did Merlin's crew know that they were being watched by Maleficent's familiar, Diablo, who had been sent by his mistress to find any form of resistance that could pose a threat to Maleficent and Mok. He then made his leave, unnoticed by Merlin's crew, having been informed about the heroes' plans.

And in Africa, Claudandus found the body of Sharptooth, using the technology he had taken from Mok's computer to reanimate the dinosaur and unleash it on the heroes once again.

More Casualties

In England, more animal heroes, including the cats Thomas O'Malley and Bluebeard, joined Francis in searching for more recruits to oppose the ACS when they happened upon the troublesome feline Kong and his henchmen, the Hermann Brothers, who provoked the heroes, trying to pick a fight. O'Malley tried to break it up, much to Kong's amusement. The troublemakers departed, warning O'Malley that they would be back for him soon.

In Wales, after Hen Wen's escape, the Horned King and his allies converged to discuss an alternate way of finding the Black Cauldron. During the proceedings, Rothbart told the King about the existence of the Genie, whose supernatural power and the ability to grant wishes could help them in retrieving the Cauldron. The King and Rothbart delegated the Genie's capture to Clavious, who left on his mission. Elsewhere, Hades approached Ommadon at his tower, asking him to join Maleficent in her campaign to annihilate the heroes. Ommadon gladly accepted his offer, eager to avenge his humiliating defeat at the hands of Hercules.

Prince John assembled his allies to discuss their next move, but was interrupted by Dr. Facilier, who had been sent by the Horned King as an emissary with a proposal to merge their forces with the King's to expand their power, territory, and number. John and his allies agreed to his offer.

In deep space, on the R.L.S. Legacy, Jim Hawkins was busy swabbing the deck, when Scroop and Preed both approached him, provoking the boy with insults. As the two were about to beat him, Mulan stepped in and came to his defense. Mr. Arrow noticed the commotion and put a stop to it, warning them that any more fighting would earn the instigators a one-way trip to the brig for the remainder of the voyage, with Scroop and Preed's protests shut down by a silent signal from John Silver and Joseph Korso. After Mr. Arrow's departure, Mulan looked back at Jim who just continued on with his task, while Silver began to second-guess his role on the ship.

In Avatar's tower in England, Merlin, Avatar, and their allies had finished reprogramming Peace to serve as a weapon for good in their battles against the villains. Just then, Maleficent and Mok's forces (including Hades, Rasputin, Zigzag, Ommadon, Abis Mal, and their various henchmen) stormed the tower, having been informed by Diablo about the resistance's presence. A melee broke out as Merlin's allies made a stand against the villains, with Gandalf and the awakened Peace blasting Maleficent's goons with their sorcery and weapons. However, Gandalf was no match against Maleficent's tremendous magical power, with the dark fairy teleporting him away to lands unknown. Merlin then took on Mok, the leader of the villain forces, only for the superstar to blast him away with the magic powers Maleficent had taught him. Avatar and his companions challenged Hades and Abis Mal, with Weehawk slicing Mal's hat apart with his sword. However, they were no match against the god, who grew to giant size and overpowered them with ease. The Fairy Godmother then attempted to make a stand against Rasputin, though she met a grim fate as the mad monk used the newfound powers of his reliquary to turn the fairy into a stone statue, taking her magic wand in the process. The three good fairies faced Zigzag, with Flora managing to scorch Zigzag's vulture familiar Phido with a blast of her wand. However, they were easily defeated, as Zigzag summoned a dark cloud that engulfed and transported the three fairies to the Forbidden Mountain as captives. Peter Pan, Robin Hood, and Little John were challenged by Ommadon and the Schlepper Brothers, with Pan knocking out Zip Schlepper. Enraged, Toad Schlepper and Ommadon restrained Pan and Robin Hood with ropes, taking them captive as well. Maleficent's forces then departed, leaving the remainder of Merlin's group to look on helplessly as their friends were taken away.

In a different region of England, a young couple prepared to become engaged, as Peter Dickison and Princess Milisadre confessed their love for each other. However, their moment was destroyed by the arrival of Jafar (in the guise of a group of shadowy horsemen), who planned to capture Peter in hopes of luring out a bigger threat. His ploy succeeded as Gorbash the Dragon, a champion and protege of the Green Wizard Carolinus, attacked the dark horsemen, managing to free Peter from their grip. Unfortunately, Jafar fired a powerful magical blast at Peter and Gorbash as the dragon attempted to reach the young man, seemingly obliterating the young scientist, though Gorbash managed to survived the blow while Carolinus and Milisadre looked in horror. As Jafar was about to depart (reverting into his normal form in the process), Carolinus sensed Peter's essence in the body of Gorbash, with the former taking over the mind of the dragon. Jafar departed, confident he had caused enough damage to keep the heroes from interfering in the war.

Called to King Stefan's castle on the behest of Kida's father King Kashekim Nedakh (one of the Royal Council's new additions), Milo Thatch's Expeditionary Force (otherwise known as Team Atlantis) passed by an icy fortress when its occupant, the Snow Queen, froze their airplane turbines with an icy blast of her staff, causing the plane to crash near the palace. Having been isolated in the harsh mountains, the Atlantean mercenaries took refuge within the Snow Queen's fortress, hoping to find more information about the ongoing war. The Snow Queen instead attacked the Atlanteans, injuring Milo Thatch. Upon seeing Kida, the Snow Queen decided to make use of her, firing a massive wave of ice magic directly into the Atlantean princess, turning her into a living frozen statue. As for the rest of the heroic team, the Snow Queen destroyed the floor beneath their feet, sending them into a tunnel that sent them out of the palace.

Traveling through the ocean, Ariel and Frederic's group encountered Marina (Sinbad's lover) and Sinbad's crew on the coast of Europe, joining forces with them as the pirates devised a plan to save Sinbad from Ursula and Morgana's employer, Queen Grimhilde, in Germany. As the heroes introduced themselves, they failed to notice Kaa was stalking them. Emerging from hiding, he managed to mesmerize Ariel, planning to devour her. However, Marina stopped his advance, freeing Ariel before Frederic stood against the python. Outraged, Kaa wrapped Frederic in his coils, trying to crush the life from him. Finding himself in a dire situation, Frederic mustered his courage as he freed himself and tossed Kaa's coils into a nearby tree. Outnumbered, Kaa retreated, though not before swearing revenge against Frederic.

Meanwhile, Clavious managed to track down the Genie, separated from his friends for the moment, challenging him to a magic duel, as Clavious absorbed the the Forbidden Arts from a mysterious orb to enhance his powers. He scorched the Genie with a blast of fire, with the Genie returning fire with a summoned bow. However, the Forbidden Arts had made Clavious the Genie's equal in power, with the Genie's attacks proving harmless. Tired of playing with his rival, Clavious summoned a powerful surge of energy, restraining the Genie and drawing him into a crystal ball, sealing him within it.

Back at King Stefan's castle in Germany, King Stefan assembled the Royal Council with new arrivals including the elder King Arthur of Camelot, Queen Uberta of Russia, the Sultan of Agrabah, King Nod of Baghdad, the unnamed Emperor of China, King Kashekim Nedakh of Atlantis, and the English knight Sir Pellinore, warning them of the near total destruction of Merlin and Avatar's group and the increasing number of villain attacks around the world. King Morpheus brought before the Council the Black Cauldron (revealed to have resided in the castle since the beginning of the war), explaining that they must not fall into the hands of the Horned King, the villain most likely to come after it. Taking interest in this, King Haggard departed unnoticed from the castle, with the Council's meeting still ongoing.

In England, in an abandoned house, Francis gathered together more animal heroes his group had succeeded in finding, with the cats Jaune-Tom and Robespierre (who got involved after Mewsette's capture by the ACS earlier in the war); the Dalmatian dogs Pongo and Perdita (who became involved after the capture of their puppies by the ACS); the cat Sawyer (Danny's partner and lover); the kitten Oliver, the Jack Russell dog Dodger, and his gang of dogs; the dogs Charlie Barkin and Itchy; the Parisian Alley Cats (led by Scat Cat); the kind dog Lady and her mate Tramp joining forces with Francis as they planned to rescue their friends and loved ones from the ACS.

Meanwhile, Odette's friends managed to find Odette (in her swan form). They also ran into Hubie and Rocko, who were still searching for a way to escape the conflict, still not interested in getting involved. As Odette and her friends managed to convince the two penguins to join forces with them, the troll creature Gurgi ran into them, telling them of the torture and capture of Quasimodo in Paris. He also told them that several other heroes were being kept captive in the Palace of Justice. Thinking that their loved ones might be among the prisoners, including Hubie's mate Marina, Odette, her friends, and the penguins decided to help free them.

In space, on the R.L.S. Legacy, John Silver and Joseph Korso secretly met with Thrax, having been planted among the crew as Zurg's sleeper agents. During the proceedings, Silver and Korso took their anger out on their pirate crew, particularly Scroop and Preed, blaming them for nearly blowing their cover, while Thrax watched in amusement.

The Dinotopian heroes - 26, Spazz, Kex Bradley, and Mara - had traveled the world in hopes of finding the fabled Ruby Sunstone, believing that it could be used as a terrible weapon and must be kept out of the hands of the villains. As the heroes arrived at Prince John's castle, they were halted by the Queen of Hearts and her army of card soldiers, who patrolled the castle grounds keeping watch for intruders. While 26 tried to tell the Queen they had no interest in causing trouble, the mad Queen saw them as a threat and ordered her cards to drive them away. 26 managed to knock out several soldiers with a swing of her tail. The Queen then stepped forward, challenging the heroes with a flamingo club. Before Spazz could properly react, he got knocked out by the Queen's attack. Distracted, however, the Queen didn't notice Kex Bradley allowing him to knock her flat with his skateboard. As the King of Hearts and the card soldiers formed a defensive line around the Queen to protect her dignity, the heroes left the castle, focusing on their previous mission, with the Queen swearing revenge.

In Africa, Claudandus brought before Scar and his allies the newly revived Sharptooth, using the copied programs from Mok's supercomputer to keep him under his control. Fascinated with this result, Scar sent him and his test subject to gorilla territory to lay waste to the heroes there. Meanwhile, Tarzan, Mowgli, Baloo, and Bagheera were prepared to gather their allies to fight back against Scar's forces. Claudandus arrived and challenged the heroes, unleashing Sharptooth on the small party. As the heroes scattered to avoid Sharptooth's attack, Tarzan made his move and engaged the dinosaur, eventually hitting the tyrannosaurus in the eye with a tree branch, stunning it briefly. On the other hand, Claudandus easily took out Bagheera, leaving Mowgli alone. However, Mowgli used a club to beat the feline. At that moment, more assistance arrived, as Tantor and Terk charged Sharptooth, leaving an opportunity for Tarzan, Mowgli, and their friends to escape into the jungle. Claudandus also left without pursuing his rivals, with Sharptooth following him back.

After the fight at Avatar's tower, Rasputin returned to the Forbidden Mountain and approached Lady Tremaine, giving her the Fairy Godmother's magic wand. In return, Rasputin sent the noble woman to kill Anastasia Romanov (which both Hades and Maleficent failed to accomplish). Meanwhile, in America, Anastasia, Dimitri, and Vladimir went into hiding, trying to keep Anastasia from being threatened by the villains again. However, Lady Tremaine and her daughters, Anastasia and Drizella Tremaine, managed to track them down. Tremaine's daughters tore at Anastasia Romanov's royal dress before Tremaine herself blasted Dimitri away when he tried to intervene. Lady Tremaine then set her sights on Anastasia. Instead of killing her, however, she teleported Anastasia and herself away, leaving Dimitri, Vladimir, and Anastasia's canine companion Pooka behind to watch helplessly.

In space, a Star Command task-force led by Buzz Lightyear, surveyed a seemingly abandoned facility, searching for clues to Zurg's whereabouts. Instead, they ran into Zygon, who had been informed of their activities. He shot through Lightyear's defenses, knocking him out, before calling upon his droids to eliminate the rest of the team. However, they were no match for Mira Nova, who managed to phase through one of the droids, interfering with its wiring and causing it to shoot itself. As more droids drew in, Buzz Lightyear and the ranger team made their escape, much to Zygon's chagrin.

Back at the R.L.S. Legacy, Jim Hawkins (still on cleaning duty) and Mulan chatted about their morning, with John Silver and Morph also present. On an interesting note, Jim Hawkins thanked Mulan for backing him up against Scroop and Preed, with Mulan telling him that she needed to stand up for her friends in need. As she left, John Silver talked with Jim, as he questioned him about the close bond he had formed with her.

On Earth, the Atlantean mercenaries, who had managed to escape the Snow Queen's territory and repair their plane, were found by an elite task-force of heroes, led by the Highlander Colin MacLeod and the foul-mouthed mercenary Julie, whose main goal was to track down their greatest enemies, Tyler and Marcus, and stop them. They reluctantly accepted the Atlanteans into their ranks, though in return they expected them to help in pursuing the villains. While Kida was their first priority to save from the villain forces, the mercenaries agreed to help them, hoping that they would be reunited with her in the near future.

In the deserts of Arabia, Aladdin and Moses' crew ran into Odette and her group, who told them about the situation at the Palace of Justice. Thinking that their friends might be imprisoned there as well, Aladdin and his friends agreed to help them, setting off to lay siege to Paris. In Africa, McLeach prepared to hunt down Littlefoot and his friends. With Clayton being defeated earlier, McLeach decided to use his special gear to help his hunt as he set off to find his prey.

Having grown tired of the lack of action on the part of the Royal Council, King Haggard changed sides, joining the Horned King at his citadel in Wales as one of his latest allies, betraying the Council in the process. At the same time, Clavious delivered the captured Genie, forcing him to reveal the whereabouts of the Black Cauldron. The Genie reluctantly showed them a vision of King Stefan's castle, the current residence of the Cauldron, which Haggard confirmed. The King then dispatched the combined forces of his, Prince John's and the Bakshi Bunch's factions to Germany, with Haggard taking the lead.

And in the farthest reaches of the galaxy, a dangerous alien species made its move as the Drej race, led by its Queen, prepared to annihilate all other life in the universe.

Raid on the Palace of Justice

At the Palace of Justice in Paris, Frollo assembled his allies as they made preparations to execute the captive heroes. As the meeting went on, it was interrupted by the arrival of a familiar face, one which shocked Pharaoh Rameses. Before the astonished eyes of the Pharaoh, his former captain of the guard Sa'Luk appeared before him, offering to faithfully serve under him once more, as well as joining forces with Frollo, with the judge of Paris accepting him into his ranks. At the same time, in the dungeons, the imprisoned heroes, now joined by Quasimodo, the puppet boy Pinocchio, and his consciousness Jiminy Cricket, were still working on their escape plan, though they knew that their time was running out.

Before heading off to Castle Grimhilde, Ariel and Frederic's group happened upon the martial artist Daffers and the eccentric inventor Scotty, two agents of the French Secret Service, who willingly joined the group in hopes of striking back at El Supremo, Messina, and Queen Grimhilde. The heroes gladly accepted them into their group, as they also befriended Frederic.

At ACS Squad Sector A, one of the latest and most devoted members of the organization, Dr. Greed, contacted Bill Sykes and Mr. Lickboot through a television hologram, informing them of his upcoming visit to the base to check on their progress. Both of the villains prepared to accommodate their ally.

Elsewhere, at an Italian workshop, the toymaker Geppetto (having been aware of his adopted son's absence for some time) decided to search for him. He was also joined by two toymakers and acquaintances of his, a man also named Geppetto and another named Drosselmeier. The three of them left their children, including a young boy also named Pinocchio, the young girl Clara, Geppetto's pets Figaro and Cleo, the other Geppetto's creation Gee Willikers, and Clara's cat Pavlova, assuming that they were safe in the house. The children and their friends obeyed their parents and stayed home until midnight, when something peculiar happened.

At the strike of midnight, a toy ballerina and a tin soldier, along with the wooden nutcracker Prince Hans and several other toy soldiers, came to life, astonishing Clara and Pinocchio. However, a malevolent jack-in-the-box, also brought to life, moved silently towards the others. It caught the attention of Clara's cat Pavlova, which investigated the box, forcing the evil toy to expose himself, frightening the others. As Hans stepped in to defend the others, the Jack-in-the-Box unsheathed a sword and slashed Hans' shoulder, severely injuring him, though not before he managed to strike back, damaging the toy's nose. As the two continued their duel, the mischievous Mouse King arrived with an army of rodents under his command (having been near the workshop and investigating the commotion), joining the Jack-in-the-Box in his attempt to cause mayhem and chaos. The Ballerina threw a large button at the Mouse King's mice, knocking out several of them. Unfortunately for her, she was trapped under a glass cup by more of the rodents. The enraged Tin Soldier used his rifle against the Mouse King, knocking him off a chair. Angered, the Mouse King ordered his minions to dispose of the Tin Soldier, using a catapult to knock him out the workshop's window, horrifying the Ballerina. Meanwhile, the Jack-in-the-Box continued his assault by throwing several blocks, hitting Clara back into a wall and knocking her out. With most of the combatants dealt with, and having lost interest, the Mouse King and the Jack-in-the-Box stopped their advance, having dealt enough damage to the children and the toys.

In the Native Lands, the two moose Rutt and Tuke were grazing when Tuke noticed the arrival of three wolves led by their alpha Niju. As the two of them ran for their lives, they happened upon the Inuit tribesman-turned-bear Kenai and his surrogate brother Koda, asking them to stop the wolves from pursuing them. Confronting the three wolves Nuk, Yak and Sumak, Kenai frightened them with a mighty roar before splashing them with scalding water from a nearby geyser. Niju arrived to deal with Kenai personally, only to be smacked into a tree with one swipe of Kenai's paw, allowing the heroes to leave safely. As Niju and the other wolves recovered, they were found by Zira, who persuaded them to join Scar's alliance, with the promise that they would make the bears pay for their humiliation. Tempted with the offer, Niju agreed to assist Scar's faction. Unknown to him, Timon and Pumbaa, who had arrived in the Native Lands on Zira's trail, followed them, wanting to learn more about Scar's plans...

At Castle Grimhilde in Germany, Queen Grimhilde brought Sinbad out to an arena built in her courtyard, with her allies looking on. She sentenced the pirate to death in gladiatorial combat with the centaur Nessus (a minion of Hades sent by Maleficent and Mok to aid Grimhilde). As Ariel and Frederic's group snuck into the castle, they watched Sinbad's fight, the pirate eventually besting the centaur with a strong kick. Annoyed by Sinbad's easy victory, Ursula prepared to deal with him herself by shooting him with Triton's Trident (stolen by the sea-witch after King Triton's fall), Frederic came to his defense, shooting Ursula in the shoulder. Grimhilde ordered her allies to seize the intruders, with Captain Hook engaging Frederic. Naveen confronted Lord Maliss, only to be smashed by the unimpressed sorcerer's mace. Ogthar fired on Louis with a miniature cannon, hitting the alligator in the tail. Messina confronted Ariel, eager to finish off the mermaid after their previous battle, taking the form of a bat to scare off an interfering Tiana and Naveen. The sorceress then transformed into a hyena to attack Ariel, who evaded Messina's charge, leaving her to bite the leg off a table instead, accidentally crushing herself underneath. With Sinbad freed, the heroes withdrew, infuriating Queen Grimhilde and her allies.

On the outskirts of Paris, Aladdin's crew received more reinforcements, as they stumbled upon a gypsy camp housing several refugees from Frollo's tyranny, including French gypsies Esmeralda and Clopin, the Mesoamerican woman Chel, and Moses' wife, the Midianite woman Tzipporah. Eager to protect others from the persecution they had suffered themselves, the new arrivals agreed to aid Aladdin's team in their attack. Having gathered a small army of heroes, Aladdin's crew continued their advance on Paris.

Near Notre-Dame, Frollo and Rameses were continuing the festivities at the Festival of Fools. At that moment, Aladdin's party arrived, with Esmeralda and Clopin joining the Festival to distract Frollo and Rameses. Meanwhile, Aladdin and the rest of the team broke into the Palace of Justice to free the prisoners. They arrived not a moment too soon, as Pete brought out Tulio and Miguel for execution. Just as he pulled the lever of the guillotine which Tulio and Miguel were strapped to, Aladdin rushed up and broke them free. Pete responded by chasing after Aladdin, only to get his peg-leg caught in the guillotine, the falling blade slicing it off. Alerted by the commotion, Sa'Luk, his gang the Forty Thieves, Pete's henchmen the Beagle Boys, and Pete's weasels arrived to stop the heroes. However, Puffin, Rocko, Tzipporah, Chel, Omar, Dizzy, and Stretch overpowered them with ease. As Pete managed to regain his senses, Tulio, finding a second wind, challenged the thug to a sword fight, stealing a sword from Pete's elite guardsmen, only to have it knocked away by Pete. In the confusion of the battle, Pete didn't notice Miguel coming up behind him with another sword, cutting his pants off to the heroes amusement. Elsewhere, Gurgi happened on the prison cell of Stanley, where Gaston was waiting for them. Before he could release the imprisoned troll, Gaston knocked the cell and Gurgi out of the capital with one punch as Tack looked on. Eventually, Tack managed to free himself from his cell, with Juliana, Quasimodo, and Pinocchio freed by Aladdin's team as they continued their battle with Frollo's forces. As Tack tried to catch up with the other heroes, he was caught by a trap door, taking him to Abis Mal and his bandit gang, having snuck into Paris on their own to raid the Palace treasury. Seeing Tack, Abis Mal ordered his thugs to seize him, as the Baghdad thief (who had somehow arrived in Paris after leaving Forbidden Mountain) looked on. As the bandits attacked, Tack, thinking quickly, used his shoestrings as a makeshift bow to fire a tack at a chandelier over the approaching thugs, crushing them beneath it. While they were distracted, the thief slithered in to get at the treasure vault. Abis Mal noticed the thief's presence and used his scimitar to knock the thief out of the room and into the courtyard, catching sight of the dancing Esmeralda before landing in a heap. Having distracted the villains long enough, Esmeralda vanished from the Festival, leaving Frollo and Rameses to realize that they had been set up. Seeing the heroes escaping, Frollo and Rameses ordered their remaining men to pursue them. However, as Dizzy and Stretch made their escape in a stolen car, they ran into Frollo and Rameses' pavilion, flattening it. The two villains survived, but had been delayed long enough for the heroes to get to safety.

In the confusion of their escape, most of Aladdin's crew was separated. Quasimodo ended up finding Odette reuniting with her friends. Just then, the moon rose, returning Odette to human form. Seeing Quasimodo, Odette explained her situation to the confused hunchback, who thanked the princess and her friends for rescuing him and agreed to help them find the others. At the same time, Esmeralda and Chel explained to Tulio, Miguel, Tack, Pinocchio, and his consciousness Jiminy Cricket that they needed to remain together to stand a better chance against Frollo and Rameses' inevitable retribution, though Tulio and Miguel weren't interested in anything that didn't benefit them. Jiminy reminded the pair that the heroes had just saved their lives, while Esmeralda demonstrated her pickpocketing to win over the conmen, seeing them as kindred spirits and promising them that they would be rewarded for their service. Reluctantly, the pair agreed to stay with the other heroes. Esmeralda also appointed Jiminy to guide Pinocchio home. Jiminy accepted her task, having grown infatuated with her.

Outside of the capital, Stanley and Gurgi happened upon a group of heroes led by another princess named Snow White, accompanied by her close friends the Seven Dwarfelles, their cousins the Seven Dwarfs (who were still searching for their Snow White), and Sir Peter Dickison (still in Gorbash's body). The two joined Snow White and Sir Peter on their quest to save their friends, as they had nowhere else to go after being separated from Aladdin's crew. In the Native Lands, Kenai and Koda found Bambi and the Watership Down rabbits, agreeing to accompany them on their journey.

Deep in his lair in Africa, Scar assembled his team of predators, announcing his intentions to depose Simba and avenge their respective defeats, taking over the wilds as the first step of a full-scale war with the "civilized" world. Timon and Pumbaa discovered the gathering and hurriedly left to warn Simba of his uncle's plot, though they did not realize Pterano had spotted them. Scar's allies fell in behind him, with Scar promising them that they would be rewarded with all the prey they could eat once he ascended the throne.

Royal Casualties

On Planet Z, Emperor Zurg contacted the Drej Queen, stating his intentions to subjugate the entire galaxy and asking her to destroy the R.L.S. Legacy's crew, which he considered as one of the most formidable threats to his plans. While the Drej didn't normally associate with other races, the Queen consented to let her soldiers attack the Legacy, though unknown to Zurg, she planned to eventually turn on him and destroy all non-Drej life in the universe. As the Drej Queen departed, Zurg to Tyler, sending him on an assignment to gather more recruits for his empire. Though wary of Zurg's new ally, Tyler set off to Earth, hoping to keep an eye out for the missing crystal shard that would allow him access to the Holy Land.

Back on Earth, Lilo, Stitch, and their two acquaintances - Dr. Jumba and Pleakley - (who left their household after Kent Mansley's assault), met with the young boy Hogarth Hughes and his ally and guardian, the Iron Giant. Concerned about the war after Mansley's visit, the group decided to see what they could do to help the allied forces against the villains.

In New York City, Marcus gathered his new associates in his stronghold, including the mercenaries Commander Rourke and Helga Katrina Sinclair, Shan-Yu (who cast his lot in with Marcus in exchange for his aid in conquering China), and Kent Mansley (who cast his lot in with the Roman Emperor after his discharge by Cobra Bubbles, although in reality he was hoping to bring back information on Marcus' activities to his old agency in hopes of getting back in their good graces), informing them about his goal to expand his territory so that he would be recognized as one of the greatest leaders of the villain forces.

At ACS Sector B, Edgar was on maintenance duty, feeding the caged animals, including the Dalmatian puppies and several other imprisoned dogs, and disposing of any dead ones. He then rushed to answer a call on the door, who turned out to be Aunt Figg's old colleague and rival Aunt Sarah, who wanted Figg to watch over Si and Am while Sarah attended another errand. Figg reluctantly accepted, though she kept her true feelings towards her colleague a secret for the time being.

At King Stefan's castle in Germany, the Royal Council (excluding Queen Leah and Sir Pellinore, who were absent dealing with other matters) continued their debate on how best to aid the hero forces against the forces of Mok and Maleficent. Just then, the Horned King and his allies burst into the inner sanctum of the castle, taking them by surprise. A melee started, as both the Horned King and King Stefan ordered their allies into action. The battle started with the French King ordering his royal guard to stop Rothbart and his associates, only to be turned into animals by the powers of the Forbidden Arts. King Morpheus initially had better luck dealing with Facilier's shadow demons, destroying most of them with the power of his royal scepter. Sadly, he was caught off guard when Facilier crept up behind him and blew magic powder at him, engulfing the ruler of Slumberland in darkness before he was teleported away, as Princess Camille and Professor Genius looked on, horrified. The English knights Sir Ector and Sir Kay then took on Ruber and Nekron, with Ruber tossing Kay into the walls of one of the castle towers and Nekron using his telekinesis to subdue Ector. Prince John and Prince Froglip then advanced, using their minions to capture King Papa and Prince Philip, taking them as hostages. Meanwhile, Queen Uberta and her chief advisor Lord Rogers attempted to escape, only to be transformed into animals by Madam Mim before they were transported to the King's dungeons. The battle continued with King Jarol's son, Prince Taro, challenging the Sheriff of Nottingham and his platoon of rhino soldiers, easily defeating them with his sword. Unfortunately, he was ambushed by John, who broke through his defenses and thrusted his blade into the prince's chest, brutally killing him before he abducted Jarol himself. As for King Nod and the Sultan of Agrabah, they were teleported away by Yzma and Queen Gnorga before they could even react. Blackwolf then appeared, engaging King Kashekim Nedakh and the Emperor of China, stunning the former with his eye beams and using his mutant soldiers to capture the latter, with Chi-Fu (the Emperor's chief advisor) looking on in horror. King Haggard then emerged, with the French King realizing that he was the one who had betrayed the Council. However, Haggard defeated both the King and his Grand Duke in a short duel. At the same time, the Queen of Hearts defeated King Arthur with a flamingo pole, knocking him out before taking him as yet another prisoner. Now alone, King Stefan and King Hubert encountered Saruman, who casted a sleeping curse on the two noble rulers, putting them out of commission. Seeing the events of the battle turning against them, the Hungarian Princess Irene and her cat Turnip, the boy Nemo and his flying squirrel Icarus, Princess Camille, Professor Genius, and King Jarol's daughter Princess Teegra fled the castle, the only council members not to be captured, though the Horned King's allies were in hot pursuit.

In Africa, McLeach ambushed Littlefoot and his companions, arriving in his halftrack to capture them. Initially, he sent his pet goanna Joanna after Ducky, who fell behind as the dinosaurs ran for their safety. However, she was easily defeated by Littlefoot, who came to his friend's defense by knocking the lizard out. McLeach then brought his rifle to bear, but before he could shoot the young sauropod, Cera arrived to assist, knocking McLeach into a deep pit nearby. More furious then ever, McLeach re-emerged and got back into his halftrack, firing a missile at the dinosaurs. As it exploded, the missile deployed a net, capturing the dinosaurs so McLeach could take them back to the ACS base.

The assembled dogs and cats, led by Francis, followed Edgar back to ACS Sector B, where he had just taken Duchess, her kittens, and Mewsette, with Bill Sykes, Cruella, Madame Medusa, Figg, and their henchmen already on site to plan their next move. Francis fell through a skylight onto Edgar, temporarily taking him out of action but getting the attention of the other villains, forcing the other dogs and cats to storm the building. As the fight commenced, Jasper Badun threw a dart at Itchy and then moved on to kill him, only to be stopped by Charlie Barkin, who bit him in the hindquarters. Finding Danny at the top of a ladder, Edgar attempted to catch and kill him with a scythe. However, the ladder was knocked down by Sawyer, again knocking Edgar out for the count. Aunt Figg's pet dog Ferdinard attacked Tramp, though he was soon overpowered. After regaining his senses, Jasper, along with Horace, threatened Rowf and Snitter, with Rowf easily overpowering the thugs. As Madam Medusa moved in to finish Snitter with her shotgun, she was tripped by Jerry, causing the shot to miss. At that moment, Aunt Sara's pets Si and Am emerged to join the fray. The pair attacked Francis and Bluebeard, but the heroes dodged their initial attack, with the twin Siamese cats falling into a generator. Bluebeard activated the generator, electrocuting the pair to death as the villains looked on. As the battle continued, Sykes' pet dobermans Roscoe and Desoto cornered Jaune-Tom and Robespierre, ready to kill them. However, Jaune-Tom scratched the dogs' noses, allowing the heroes to escape from their grip. Meanwhile, Tom was found on the verge of death, as Medusa's minions Brutus, Nero, and Mr. Snoops defeated him with ease, while Thomas O' Malley was cornered by Aunt Figg. The Parisian alley cats came to his aid, knocking Figg out. Witnessing the battle, Dr. Greed stepped in to put a stop to the chaos, activating a sonic weapon that knocked out most of the dogs and cats, with Cruella knocking Charlie unconscious with a bucket. As Thomas O'Malley managed to reach Edgar's vault and attempted to free the captives, he was stopped by Edgar, who shut it with O'Malley inside before the other villains rallied. Before the ACS could counterattack, the dogs and cats were forced to retreat, leaving Danny, Sawyer, Charlie, Itchy, and O'Malley behind.

On the R.L.S. Legacy, Dr. Doppler noticed a squad of Drej Soldiers boarding the ship. The Drej began their assualt, attacking Jim Hawkins, Captain Amelia, and Mulan. The Drej managed to hit Mulan with their blaster fire, though Jim got her to her feet and helped her escape. While Amelia's crew dealt with the Drej task force, the rest of the R.L.S. Legacy's crew was ambushed by a division of Hornet foot soldiers, sent by Zurg to assist the Drej in their battle. Defending themselves, the space crew managed to fend off most of the Hornets, with Osmosis Jones, Drix, Akima, Gune, Stith, Orin, Dagg Dibrimi, and his droids destroying them with their combined firepower. With the Drej foot soldiers regaining ground, Captain Amelia's party returned their attention to the new invaders, with Dr. Doppler even managing to take down a Drej. Elsewhere, another swarm of Drej ships confronted the Star Command taskforce, though Buzz Lightyear, XR, and Mira Nova managed to take some down. As more Drej and Hornet soldiers stormed in, the space heroes began to fall back, until unexpected reinforcements arrived to turn the tide. The Iron Giant, along with Lilo and Stitch (the latter on board on a spacecraft), arrived to assist the heroes and forcing the Drej and Hornets to break off their attack.

In the sewers of New York City, near Marcus' stronghold, Colin MacLeod's task-force (excluding the Atlantean mercenaries) tracked down Shan Yu, Rourke, Helga, and their mercenaries, who had been collecting supplies and soldiers for Marcus' army. The heroes immediately commenced their attack on the villains. While Julie and Dahlia (Colin's lover and partner) focused on Rourke's mercenaries, Colin himself challenged Shan Yu in a clash of swords. Meanwhile, Julie opened fire on Rourke, Helga, and the mercenaries, though she was wounded by their own gunfire. Germaine St. Germaine (an acquaintance of Julie who had previous run-ins with Tyler) came to her defense. However, he was no match for Helga, who easily bested him. As Rourke made his leave along with his arsenal and infantry, he was followed by Julie (who had managed to recover), and Dahlia, who threw a belt full of grenades at a bridge they were crossing, destroying it and sending Rourke and the mercenaries plummeting to their doom. At the same time, Colin was in dire straits as Shan Yu parried most of his blows and broke through his defenses, badly injuring him. The Hun lord then delivered a fatal blow, as he struck the hero down from a higher ground, laughing at the hero's expense while horrifying his companions.

In the aftermath of the sewer battle, Rourke and some of his mercenaries were revealed to have survived their fall, although they had lost much of their supplies. At the same time, Dahlia, Julie, and Germain uncovered Colin's body. At first they believed that he was dead, only to see to their shock that he had come back. Colin revealed to them that he was a Highlander like Marcus, and could only be killed by another Highlander.

Escaping from the Horned King's minions at King Stefan's castle, Nemo, Camille, Professor Genius, Irene, and Teegra were found by Darkwolf's party, who were just then approaching Stefan's kingdom. Nemo's crew told them about the Horned King's assault and the capture and deaths of their friends and allies. Wanting to ensure the safety of the new arrivals, Darkwolf's crew accepted them into their group, while vowing to find a way to rescue the King's prisoners.

Returning to the ACS Sector B, Aunt Sarah discovered the corpses of her pet cats and immediately blamed Figg for not watching them more closely. Tired of her attitude and not seeing her as any use to the organization, Dr. Greed triggered a trapdoor, sending Sarah plummeting to her death, much to Figg's relief.

Abandoning their safehouse after the attack by Maleficent, Avatar and his companions made their way to the forests of Nottingham, where Maid Marian (Robin Hood's lover), Lady Kluck (Marian's lady-in-waiting), and Peter Pan's Lost Boys were waiting for word from their friends. Avatar and the others told them what had happened, and the group immediately set out to track down Maleficent and free their companions. Having landed in Paris, Tyler met with Frollo, telling him of Zurg and his quest for the Holy Land. Seeing potential and usefulness in Tyler's abilities and skills, Frollo gladly agreed to lend his aid.

And in the forests of Wales, while on the search for Hen Wen, Taran found the item that had been sought by Gandalf and Frodo, the One Ring, and took it into his possession. Little did he knew that the spirit of Sauron still dwelled inside the ring, ready to corrupt the youth with promises of power...

When Animals Attack

Aboard the R.L.S. Legacy, Dr. Doppler checked on Mulan's condition after she had been wounded in battle with the Drej, treating her wounds as she slowly regained her senses. Jim Hawkins showed up to check on her, with Doppler telling the two of them that Mulan had fortunately only been grazed by the Drej blaster. Captain Amelia then arrived and tasked the two teenagers with a special assignment after seeing Mulan's recovery. She tasked them with heading to Earth to find the missing crystal piece that could open the gateway to the Holy Land, while also searching for Tyler, determining his goals, and stopping him at any cost. In spite of Mushu's doubt that the three of them would be enough to stop Tyler, Amelia also explained that they would be accompanied by Osmosis Jones and Drix on their journey, with the two Federation officers promising to guarantee their safety.

In England, after escaping from ACS Sector B, Tom and Jerry ran into the League of Gentlemice, informing them about the failed attack on the villains' base. The mice agreed to help them rescue their friends and headed to the Sector. Unbeknownst to them, Tiger, a former thug for Warren T. Rat, watched them from afar and decided to follow them, having had enough with the things he had been forced to do under Warren's employ. Elsewhere, the rest of the Dogs and Cats led by Francis met with the Tyrannosaurus Rex and his brethren, who explained to them that they had heard that the ACS had captured Littlefoot's group. Informed of the Dogs and Cats failed attack, Rex's party decided to assist them and find out where the other dinosaurs were being kept. They were joined by Cody, Louie, and Cecilia (the latter of whom were close friends with the dinosaurs). Meanwhile, Jaune-Tom and Robespierre (who had been separated from the others) found the sheepdog Colonel (not to be confused with the Colonel of the US Cavalry) and Sergeant Tibbs, asking them to join in their next assault on the ACS. Familiar with the ACS's operations, the Colonel and Tibbs decided to help them, as they also headed off to Sector B, along with Jaune-Tom and Robespierre.

In Germany, at Castle Grimhilde, Queen Grimhilde's allies were still frustrated with Sinbad's escape. On the other hand, Ogthar focused on the next part of his plans. He summoned his minions, the arrogant Parasaurolophus Rhoga and the dimwitted Euoplocephalus Thudd, and tasked them with bringing him dinosaur eggs. As Grimhilde's allies questioned him, considering the near impossibility of finding new ones as most dinosaurs were extinct, Ogthar continued to explain that he would use the powers of the Ruby Sunstone, combined with his scientific research and machinery, to create an army of dinosaurs from the eggs, completely loyal to Grimhilde, catching her interest. Rhoga and Thudd agreed to set off to find the dinosaur eggs.

At Patch of Heaven, Napoleon introduced Cat R. Waul to the rest of the farm animals and explained that they must get rid of the ACS Operations (particularly Alameda Slim and Amos Slade), so that they could save their farm and establish themselves free from human interference. The animals were unsure about his idea, but eventually gave in. However, several of the farm animals, particularly Tod, were suspicious about Napoleon's true motives.

At the Horned King's citadel, Yzma approached Dr. Facilier and told him about the children that had escaped her clutches after being transformed into marine life. Fearing that they would find a way to become human again and inform the authorities about her illegal activities, she suggested a sneak attack on the heroes. To that end, they send their respective henchmen, Kronk and Lawrence, after them, though not before transforming them into a fearsome hammerhead shark and a savage pike respectively. Meanwhile, Fly, Stella, Chuck, with the addition of Sasha (who served as Stella's riding steed), met with Hubie and Rocko, separated from Aladdin's crew after the escape from the Palace of Justice, who were fishing on the nearest coastline. At that moment, Kronk and Lawrence ambushed the marine heroes. Lawrence charged the heroes but was caught in the chains of a buoy as Fly, Stella, and Chuck dodged out of the way. Kronk was also less than successful as he attacked Hubie and Rocko, who managed to escape onto a nearby glacier. As the penguins fled, a large chunk of the glacier broke off above Kronk, crushing him. As Lawrence managed to break free from the chains, he chased the three marine heroes again, though he once again crashed into a large rock formation, allowing the heroes to escape.

At ACS Sector B, Cruella received a call from Sykes, who informed her about McLeach's catch. Wanting to see his captive trophies for herself, Cruella, along with Dr. Greed, Figg, and Medusa, set off to meet the poacher in person, leaving Edgar, Figg's chief assistant and scientist Dr. Applecheek, Jasper and Horace Badun, and some other henchmen, in charge of the Sector. Thinking that the animal heroes were securely contained, the remaining villains shirked their duties and they dozed off, not knowing that the League of Extraordinary Gentlemice and the Dogs and Cats had infiltrated Sector B once again. As they released Danny, Sawyer, Charlie Barkin, Itchy, and the Dalmatian puppies from the pound, Jasper Badun and Edgar woke up, noticing the escape attempt, and alerted their allies to deal with the small group of heroes. Before the fight could even begin, Jasper fell victim to Horace's poor aim as he was hit on the head with Horace's club. When Ferdinard charged the League, Jake kicked him in the face, stopping his attack. Edgar then made his move, only to encounter the Parisian alley cats as they tangled with the butler to buy time for the rest of the heroes. Roquefort reached Edgar's vault and began trying to pick the lock. Roscoe and Desoto confronted Tom and Jerry, but before they could leap at them, they were stopped by Charlie Barkin, who tossed a massive blanket on them, putting them out of commission. When things got tense, Roquefort shouted for silence, halting both villain and hero parties in their tracks, allowing him to crack the lock and let each party continue their previous fights. As Thomas O' Malley, Duchess, her kittens, and Mewsette were freed, the Dogs and Cats made their escape. Dr. Applecheek came in, having been alerted by the commotion, only to bowled over by the animals as they made their escape. The ACS's members then set off in pursuit.

Elsewhere, Winnie the Pooh and his friends, having been alerted to the rise of the villain forces, decided to leave their homeland to aid the heroes' war effort. While leaving the Hundred Acre Wood, they happened upon Rhoga and Thudd near the forest's borders, who had managed to steal several eggs and put them in a cart to be delivered to Ogthar. Right after they took a break from their work, the two dinosaurs encountered their foes, with the One Hundred Acre Wood friends challenging them as they realized the value of the eggs. Despite Thudd's failed intimidation attempt, Winnie and his friends mustered their courage to capture the two dinosaurs with ropes and knock them out. Upon recovering, Rhoga and Thudd broke themselves free and chased after the heroes, who fled to safety. Upon losing them, Rhoga and Thudd didn't bothered with continuing their chase and resumed their previous mission, taking the cart full of eggs back to Castle Grimhilde, as Winnie and his friends watched from afar, unable to save the eggs.

At ACS Sector A, the rest of the organization's members arrived to take a look at McLeach's trophies as Littlefoot and his friends were imprisoned under the watch of the poacher. To make matters worse for the dinosaurs, McLeach unleashed several other captive beasts, including the bear Lumpjaw, the ruthless leopard Sabor, and the savage buck Ronno, having them fight for the amusement of himself and the other ACS members. Petrie, Spike, and Ducky were startled at the sight of the beasts, though Cera attempted to fight back, charging Ronno only to be knocked down a pit by the buck's headbutt. As McLeach began to laugh at the dinosaurs' expense, Littlefoot rallied his friends to deal with the animals. As Spike was left on the open, frightened by the size and appearance of Lumpjaw, Ducky managed to jump on the bear's nose, trying to knock it out. Unfazed, Lumpjaw smacked Ducky, sending her flying, with Sabor also knocking out Littlefoot, with Petrie and Spike looking on in horror. At that moment, Cera, finding a second wind, took on Ronno again, this time ramming at full speed into the deer, knocking it down another pit to its death. As Sabor and Lumpjaw moved in for the kill, they were stopped by the arrival of Rex and his friends, who managed to follow the trail of the villains from Sector B. Before the villains and beasts could react, Woog took out both Sabor and Lumpjaw, with Cody, Louie, Cecilia, and Rex rescuing Littlefoot and his friends, ushering them to safety as the villains set off after them.

At the Patch of Heaven ranch (now dubbed Sector C), Alameda Slim and Amos Slade moved in to finalize the purchase of the property by signing Sheriff Sam Brown's contract, as well as being joined with Farmer Jones, a new recruit and potential ally to the ACS who had also set his sights on the farm. Before they could sign the deed, the farm animals started their rebellion against the ACS's members, with Spirit, Maggie, Grace, Mrs. Calloway, Tod, and Wilbur joining the fight. Tod clashed with Steele, with the fox managing to overpower the husky. Amos Slade and Chief moved in, with Slade threatening Spirit with his rifle. However, he was caught off guard by Wilbur who threw off his aim, causing the shot to miss. Farmer Jones then made his advance, arming himself with a whip and taking on the animals. As Maggie approached, Jones used his whip to try and keep her at bay, only for Maggie to ram him, knocking him down. Spirit, on the other hand, headbutted Slim, knocking him out. Outnumbered and overwhelmed, the villains retreated back to Sector B, leaving the farm under the control of the animals, with Spirit escaping to reunite with his herd. As most of the animals celebrated their victory, some others caught Napoleon, who was absent from the fight despite his pleas to the farm animals to oppose the ACS, sneaking away from the farm to meet with his partners in crime, with Tod following him unseen.

The animals and their allies, having escaped from Sectors A and B, met back up at Francis' safehouse to catch their breath, only to discover the ACS had followed them. The animals tried to flee, only to discover they had been surrounded by the ACS forces. Edgar and Dr. Greed knocked Danny and Dumbo out with ease. As Jasper and Horace Badun made their move, they were thwarted by Tom and Charlie Barkin, who knocked them into a wall. As Tiger mustered his courage to deal with the ACS, having been watching from the sidelines, he was stopped by Roscoe and Desoto, who quickly spotted him and threatened him, knocking him off the rooftop. All the while, the ACS members cornered the rest of the heroes, and prepared to finish them off. However, a new arrival suddenly appeared to join the heroes, as the vagrant Fagin drove through the villains with his scooter and distracted them long enough for the heroes to escape. Also joining the heroes was Tiger, who had recovered from his fall and decided to follow them out, only to be pursued by some stray dogs. He was eventually caught by Medusa's alligators, Brutus and Nero, who drove him into the water outside. While he managed to escape from their grip, Tiger was confronted by a small dogfish, further compounding his troubles.

After the escape from Castle Grimhilde, Ariel and Frederic's group introduced themselves to Sinbad, and explained to him the states of several of their friends, particularly Ariel, Tiana, and Naveen, who were trying to find a way to undo their previous transformations (with the exception of Frederic, who happened to find his new agile body quite useful and convenient against the villain forces). Sinbad gladly agreed to help them on their quest, though he proposed to set out for Syracuse to accumulate more soldiers and reunite with Proteus, whom he lost contact with since his capture by the sea-witches. While most of the crewmen agreed to Sinbad's proposal, Daffers and Scotty suggested to stop by a small port on the Danish coastline, having heard of a gathering of scientists whom they suspected could help them with returning Ariel, Naveen, and Tiana to their original states. Reluctantly, Sinbad agreed, setting course for the small port.

Deep in the African jungles, more friends and allies joined Tarzan and Mowgli's cause as Tarzan's party ventured deeper into the jungles, eventually happening upon a temple ruin inhabited by the orangutan King Louie, his primate sidekicks, and the gorillas Kerchak and Kala. Acknowledging the primates' potential and prowess against the forces of evil, Tarzan and his friends persuaded King Louie and Kerchak to join them in their cause to stop Scar and the other predators from taking over their homelands. While it looked that Louie and Kerchak wouldn't bother to become involved in the conflict, they changed their minds after the mandrill shaman Rafiki (who was also staying with the other primates) convinced them to help the wilderness heroes in their effort to battle the villain forces.

In Wales, a prisoner exchange was underway as Maleficent delivered some of her new prisoners into the Horned King's dungeons, including Robin Hood, Peter Pan, and Elinore. In exchange, Maleficent asked the King to send some of his own prisoners to the Forbidden Mountain's dungeons, hoping that they throw the heroes off the trails of their respective friends. Intrigued by her offer, the King gladly accepted the prisoners, although he ordered the execution of the three heroes by the Bakshi Bunch's officials to nip the threat they posed in the bud.

Meanwhile, in a desolate area outside of New York City, Joshua Sweet finished treating Colin MacLeod's injuries, though he questioned the warrior about his immortality. Colin explained that he was a Highlander like Marcus and could only be killed by decapitation by another Highlander. Furthermore, he explained that he had been fighting Marcus since the time of the ancient Romans, never able to permanently put the evil Highlander down. As his companions sympathized with his endless and lonely life, they promised to help him find a way to deal with the threat Marcus posed.

In the Wild West, Napoleon secretly met up with Cat R. Waul, Ratigan, and their allies outside Patch of Heaven ranch, as they discussed the next step of their plans: to establish an animal-only dictatorship on the ranch, manipulating the other animals from the shadows. The plan was overheard by Tod, who had followed Napoleon all the way from the ranch, before his cover was blown by one of Waul's henchmen, One-Eye, who others to the fox's presence. Thinking that killing him on the spot would be foolish, since the other animals would be sure to notice if he went missing, Waul and his allies settled for a different approach to deal with the nuisance.

After the escape from the ACS, the escaped Dogs and Cats, along with the League of Extraordinary Gentlemice, reunited with their friends and family, taking a brief moment of rest and relaxation. When the Dogs and Cats decided to join with the human heroes to form a larger army against the other villain forces, Rowf shot the idea down, believing that humans couldn't be trusted and they needed to deal with them as they would any other threat, even if it meant killing them. While Francis and the assembled heroes found the idea appalling, the stubborn Rowf set out on his own, unwilling to compromise with the others. Snitter, Rowf's closest companion, was the only one to accompany him.

At the gypsy camp outside of Paris, Aladdin and Moses's group, now joined by the French soldier Captain Phoebus (a former commanding officer of Frollo's elite guard who joined forces with Aladdin and Esmeralda to oppose Frollo's tyranny), and the Spanish horse Altivo (a former steed of the Spanish Conquistador Hernando Cortez), met up with Moses, telling him about Rameses' alliance with the judge. Believing that his step-brother might have some good left in him, Moses decided to pay him a visit in Paris and warn him about Frollo's evil. Finding the plan nigh-impossible and suicidal, considering how important Moses was to the hero resistance, Aladdin and some of their friends, including Abu, Mickey Mouse, Donald Duck, Goofy, Pluto, and Tzipporah accompanied Moses on his way to the capital, with Moses thanking them for their support.

Escape from the Horned King's Citadel

In Paris, at Notre-Dame Cathedral, Tyler met with Frollo and told him of his quest to find the Holy Land, asking for military assistance to help him and reinforce Zurg's forces. Soon after, Aladdin, Moses, and their friends entered the Cathedral seeking Rameses, with the Pharaoh being delighted to see his brother again after many years apart. As the brothers embraced, both hero and villain parties were shocked and confused, especially Frollo. Sa'Luk wasn't pleased to see the man who had nearly killed him years ago, but Rameses silenced him, stating that all of Moses' crimes were pardoned by the will of the Pharaoh. Rameses told Moses that Frollo had hired him to assist him in bringing order and peace to a troubled world. Moses tried to convince him that Frollo and his men weren't the people he should put his trust in, telling him of the atrocities Frollo had committed. Before Moses could elaborate, Frollo demanded that he and his friends leave at once. Not wanting to anger the judge anymore, they left Notre-Dame. As Rameses pondered Moses' words, Frollo headed off to question a certain villain.

At the same time, Ratcliffe decided to invade the Native Lands on Mok and Maleficent's orders, with the Colonel and the Conquistador Hernando Cortez (one of Frollo's newest allies), joining him as they headed off to their destination. Elsewhere, on Pride Rock, Timon and Pumbaa reported to Simba about his uncle's uprising and the other predators' plans of conquest. As Simba's friends, including Nala and the hornbill Zazu tried to comfort him, they failed to notice Pterano's presence, the pterosaur having followed Timon and Pumbaa back to the Pride Lands, taking an interest in Simba's faction.

At the Patch of Heaven ranch, Napoleon rallied the farm animals as he put Tod on trial. He lied to them, saying that Tod had been working with the ACS and tried to bring them back to their farm. For the farm's greater good, Napoleon banished Tod, as the other animals looked on in shock, horrified by the betrayal of their friend. As Tod didn't have evidence to prove his innocence or the truth about Napoleon and his allies, he left the farm with a heavy heart.

At Forbidden Mountain, Maleficent and Mok's forces debated their next course of action. Just then, Frollo barged in and demanded Mok explain how Rameses knew Moses. While none of the other villains knew what Frollo was talking about, Mok's supercomputer displayed Moses and Rameses' familiar relationship, startling the assembly. Frollo believed that Mok knew about the brothers, since he was the one that brought all villains and heroes together in the first place. To their astonishment, Mok stated that he had no idea about that Moses and Rameses were related. To dispose of the heroes before they could sway Rameses to their cause, Maleficent sent Hades, Eris, and Zigzag to deal with Moses and his friends, though the Goddess of Discord decided to deal with the heroes in her own, mischievous way. As they left, Frollo watched Mok with hatred, not believing the schemer's claim that he knew nothing about his ally and his brother.

While relaxing at her house and staying out of the war that raged outside, Darla Dimple received a visit from Wonderland's bizarre Cheshire Cat. The cat complimented Dimple on her betrayal and disposal of Kuzco, while taunting her about her acting career, comparing it with the young girl Alice. He also gave Alice's whereabouts to Dimple, as she had an "un-birthday" celebration at the Mad Hatter's house in Wonderland before disappearing. Shocked and angered at the same time, Dimple, accompanied by her butler Max, set off to Wonderland to apprehend Alice and her friends.

Meanwhile, in Wonderland, the Mad Hatter celebrated the "un-birthdays" of his friend the March Hare, and several other guests, including the English Alice, Mr. Toad, Ratty, and Moley, and the American schoolteacher Ichabod Crane. As the party went on, Dimple and Max suddenly broke into the house and began to abduct the heroes. While Max's immense size managed to intimidate Mr. Toad, the Hatter, the Hare, and Ichabod, it didn't frighten off Alice, who attempted to drive Max away. In response, Max destroyed a water tank, washing Alice out of the house. As Ichabod, Ratty, and Moley also fled, the remaining heroes were not so lucky, as Max captured Mr. Toad, the Hatter, and the Hare as hostages, with Dimple laughing at their expense.

In North America, Ratcliffe's army launched their invasion of the Native Lands, as Pocahontas and the Powhatan tribe watched the soldiers' approach from afar. With Chief Powhatan rallying his tribesmen to attack, Ratcliffe's armada made their move. Kocoum, one of Powhatan's greatest warriors, foolishly charged the enemy, only to be shot dead by the Colonel of the US cavalry. The battle continued with the Colonel's soldiers and Cortez's conquistadors engaging the Powhatan tribesmen in a battle of guns and arrows. Meanwhile, Spirit, having escaped Patch of Heaven, happened on the battlefield on the way to his home. When he saw the near death of the Lakota warrior Little Creek at the hands of Ratcliffe's settlers, Spirit attempted to rush to his aid, though he only managed to distract the colonists. However, the Colonel reached up with them, preparing to finish off the native warrior. At that moment, John Smith arrived to assist the Powhatan, as he knocked the Colonel off his horse. Sadly for the Powhatan, Ratcliffe set off a series of bombs that brought down much of the surrounding forest. The frontier heroes looked in horror as Ratcliffe claimed the Land for Frollo, Maleficent, and Mok.

Returning to the gypsy camp outside of Paris, Moses and his friends re-joined the others, explaining the results of their meeting with Rameses. As the situation was worse than what Moses anticipated, Aladdin and Moses's crew set off to think of an alternative way to deal with the villain forces. At that moment, Hades and Zigzag revealed themselves to the hero party, with Eris secretly popping up undetected behind the heroes' hideout. Hades went straight for Moses, summoning the serpentine Hydra to dispose of him. In spite of Moses' efforts, he was knocked out by the Hydra's attack. However, Omar came to his aid, slicing off the Hydra's head with a swing of his unbreakable guitar, as Hades looked on in fury. Zigzag, on the other hand, faced Mickey Mouse, Donald, and Goofy, as he used his powers to summon the illusion of a massive and fierce dragon, frightening Donald in the process. As Mickey attempted to make a stand, he was immediately devoured by the dragon, horrifying his friends. However, to everyone's surprise, large vines sprouted out of the dragon's mouth, allowing Mickey to escape as the others watched in confusion. While Zigzag was distracted, Pluto bit him, making the sorcerer lose control of the beast and the dragon to dispel into the ether. When questioned about his escape, Mickey stated that he had obtained several "magic beans" from an unknown sorcerer prior to the events of the war and had been told that he must use them in the hour of his greatest need. As Hades and Zigzag departed in defeat, Eris, who had watched the battle, decided to pull off her her own plan as she modeled her body into a twisted version of Sinbad before confronting Aladdin personally. As the street thief bore his weapon, he clashed blades with the Arabian pirate, only to be knocked out by "Sinbad"'s punch. Having succeed in her first part of her scheme, Eris reverted to her normal self, and teleported away from the fight, before Aladdin and Moses regained their senses and pondered the mystery intruder's motives, not knowing that it was part Eris' plot to pit the heroes against one another.

In a mysterious cavern filled with lava pits, located deep in the jungles of Africa, a dangerous species of lizardmen spent their days fighting each other in deadly gladiatorial bouts under the oversight of their leader. At that moment, Tyler and his posse of scientists entered the lair, informed of the lizardmen by Frollo and intent on taking control of them for his army. Also infiltrating the lair were Tarzan, Jane, King Louie, and his primate sidekicks, who had stumbled on the territory by chance. Upon seeing Tarzan, Tyler provoked him into a deadly and brutal battle, drinking his immortality potion to give himself the edge. Tarzan reluctantly accepted his challenge, with the lizardman leader watching the battle with delight. As the fight commenced, Tyler gained the upper hand as he bashed Tarzan away with his bare fists as Tarzan's friends looked on. However, as Tyler rejoiced in his impending victory, Tarzan stood up, took a massive log, and knocked Tyler out. Seeing this and thinking Tarzan might prove a worthy opponent, the lizardman chief seized an axe and leapt into the arena. While he managed to overpower the hero, the lizardman leader failed to notice King Louie's monkeys charging in with a ram, knocking him away. Upon regaining his strength, Tarzan charged at the lizardman, knocking him into the lava pits beneath the arena before escaping the cavern along with his friends. In spite of Tarzan's escape, Tyler took advantage of the lizardman chief's death to retrieve his skull, rallying the other lizardmen to his cause.

Returning to his palace in the Underworld after his humiliating defeat by Moses and Aladdin's group, Hades received a visit from the Snow Queen, who had an interest in joining the villain alliance, having being familiar with Mok and Maleficent before her encounter with the Atlantean mercenaries. In order to prove her worth to Hades, she announced her intentions to defeat Zeus, the king of the Olympian gods and brother of Hades, with the help of the Emperor of the Night, a powerful demon lord serving under a mysterious benefactor, who had joined forces with the Queen to stop Zeus, who was considered one of the major threats that could rival him and his benefactor's legion. With his brother being a nuisance to his plans, Hades gladly accepted their offer as they departed from the Underworld.

As the villains advanced on Mount Olympus, the messenger god Hermes saw their approach and alerted his lord and fellow gods to retaliate against the Queen and Emperor. As Hephaestus forged new lightning bolts to be delivered to Zeus, the rest of the Olympian gods charged the Emperor, with the demon lord taking them out with ease. As Hephaestus tossed the lightning bolts to his lord, Zeus used them to blast the Emperor, severely wounding him. Sadly for him, Zeus was no match against the combined effort of the Emperor and the Snow Queen, who imprisoned the King of the Gods in a column of lava rock and ice. Thanking the Emperor and the Queen for their services, Hades delivered the defeated gods and the column to Maleficent's stronghold as new captives.

Informed by his scouts that their friends were imprisoned in the Horned King's citadel, Avatar and his companions set off to Wales to infiltrate the King's stronghold along with Taran, Eilonwy (who had been separated from Garrett's group and were convinced to partake in the infiltration on the condition that they join the Medieval Warriors afterwards), and the new addition, Samwise Gamgee (Frodo's valet and companion who had rejoined his master after their separation earlier in the war).

The heroes infiltrated the castle right at the moment the Bakshi Bunch's officials, along with Madam Mim, prepared to execute Robin Hood, Peter Pan, and Elinore, sending a large executioner to cut off their heads. Just then, Avatar's crew stormed in, with Weehawk, the Lost Boys, and Tinker Bell defeating the executioner and several of the Bakshi Bunch's minions before they rescued their imprisoned friends. Seeing that the tables had turned against them, Blackwolf rallied his allies and minions to retaliate. Peter Pan managed to defeat Blackwolf's mutants, while Robin, Little John, and Lady Kluck fought their way through Nekron's sub-humans. Meanwhile, Madam Mim challenged Avatar in a duel of magic, as she took on the form of a tiger to attack. To her dismay, Avatar evaded her assault, as he levitated out of the way of her charge. She then took the form of a large snake, ready to devour Avatar. However, she was caught off guard when Frodo made his move and stabbed her coils with a dagger, severely wounding her. Avatar then cast a powerful spell at Mim, striking her and forcing her to retreat to safety. At the same time, Taran found a mystic sword hidden in the King's chambers. Before he could discover the sword's powers, he was ambushed by Nekron himself. As Taran drew the sword, pushed to violence by the influence of the One Ring, the ice lord decided to challenge him in a clash of swords. Initially gaining the upper hand as he knocked Taran away, Nekron was caught off guard when Taran managed to outfence him and slash him across his chest, injuring him. As the fight continued, Arthur and Archimedes spotted the Genie's crystal ball before breaking him free, allowing the rest of Avatar's crew to escape.

As the battle continued, Max and Fritz, a pair of mutant soldiers serving in Blackwolf's unit were outside the King's stronghold. With Fritz seemingly dead, Max began to spout threats and fire madly on the heroes before Fritz suddenly got up, only having been grazed in the fight. As the other one scolded his partner for making him worry, he failed to notice Tinker Bell coming up from behind, striking Fritz and killing him for real. In a rage, Max again began to fire on Tink and Peter Pan, only to miss. As Avatar and his crew managed to flee to safety, defeating several sub-humans who blocked their path, the Bakshi Bunch berated each other for the escape of the prisoners.

As Mowgli wandered alone in the African jungles, he noticed he was being stalked from the undergrowth. However, it turned out to be the young Chamosaurus 26 and the Corythosaurus Shanise, who revealed themselves to the man-cub. While frightened at first, having never seen dinosaurs before, Mowgli reluctantly accompanied them on his journey to meet up with Tarzan and his allies, though he was still puzzled about 26's origins.

In Castle Grimhilde, Darla Dimple delivered Mr. Toad, the Mad Hatter, and the March Hare to Grimhilde's allies, not wanting to have to keep an eye on them herself, as new prisoners for the castle's dungeons. In spite of Captain Hook's irritation with the arrogant young performer, the villains took the hostages in under the supervision of Lord Maliss. Outside of the now-conquered Native Lands, Pocahontas and John Smith met with Spirit, along with Little Creek and his horse Rain. Proposing to gather the other heroes of the wilderness together in order to retake their homeland, the heroes joined forces, though in low spirits as they were still sore at their loss in the previous battle.

Now banished from Patch of Heaven, Tod found shelter and consolation in the wild, joining forces with Kenai, Bambi, and the Watership Down rabbits as they ventured deeper into the wilds. Elsewhere, as Moses and Aladdin rallied their small army, they were greeted by Alice, Ratty, Moley, and Ichabod Crane who, after their previous run in with Dimple and Max, decided to contribute to the war effort on the heroes' side and find a way to rescue their companions. Aladdin and his allies gladly accepted them into their group.

In space, Emperor Zurg and his allies received a call from the small rodent and criminal scientist Dr. Hamsterviel, who proposed to join forces with Zurg's alliance. While the rest of Zurg's allies were less than pleased to have the rodent join Zurg's army, due to his small size and lack of battle experience, Dr. Hamesterviel promised to provide them with crucial information, starting with a way to control the Iron Giant. Zurg and his allies agreed, eager to have the mighty war machine on their side.

Escaping into the forests of Nottingham, Avatar's crew met up with Garrett's group, with some of them reuniting with their loved ones, including Robin Hood, Maid Marian, and Peter Pan, along with the Genie, officially joining the Medieval Warriors, as they prepared their next strike against Maleficent and the Horned King's forces. Eilonwy, however, showed concern about Taran's sudden and extreme violent behavior.

Far from the One Hundred Acre Wood, as they ventured deep into the forests of North America, Winnie and his friends happened upon Littlefoot and his friends, who decided to accompany them in their search for their families. They agreed to find one of the hero groups they had heard about and ask for their help in getting their friends back.

In the African cavern, Tyler donned the lizardman chief's skull as a helmet, a symbol of his new authority over the creatures. While Tyler readied the lizardmen for war, he failed to notice Jim Hawkins and Mulan's infiltration, with the heroes watching in horror as the warlord's forces grew.

And in eastern Europe, at the summit of Bald Mountain, one of the true ringleaders of the villain forces emerged from the shadows, as the Black God Chernabog looked on in delight at the events of the war that would soon reach its peak...

Sins of the Past

On Forbidden Mountain, Hades brought the Snow Queen and the Emperor of the Night before Maleficent's alliance. While the villains looked intrigued as the Snow Queen cast her lot in with the alliance, they were shocked to see that the mighty Emperor was her ally. The Emperor revealed to the assembled villains that he was a servant of the Black God Chernabog. He continued to explain that his benefactor's goal was to gather his most powerful and loyal demons to his side and release them from their imprisonment from the netherworld, conquering the mortal realm in the process. However, one of Chernabog's followers, the spirit of destruction Hexxus, had been sealed within a tree in the Ferngully rainforest millennia before the war. The Queen and the Emperor explained that Hexxus could not be released by Chernabog's power, nor by any supernatural or magical power at all. However, Eris knew a way to release the spirit, as informed the assembly of the ACS organization and how the mortals could be tricked into releasing the dark spirit. Eris set in motion one of her most devious schemes.

Abandoning his home in the French countryside, Maurice set out to find his daughter Belle, having been separated from her since her encounter with Ruber, not knowing the dangers of the journey that lay ahead. In space, after finding out about Tyler's new army, Zurg sent his forces to deal with the Galactic Federation's representatives on Planet Turo so that they couldn't contact the RLS Legacy with information. Meanwhile, the League of Extraordinary Gentlemice found Ratigan and Cat R. Waul's trails led straight to the Patch of Heaven ranch thanks to Mrs. Brisby and Jeremy's intel. Determined to apprehend the criminal masterminds, Basil and his associates set out to the Wild West to stop the criminals.

Having been witnesses to Tyler's takeover of the lizardmen, Mulan proposed Osmosis Jones, Drix, and Jim Hawkins launch an immediate assault on Tyler before he could slip away. Jim, on the other hand, knew that it would be suicidal to attack Tyler with their numbers at this point, leading to conflict between the two. After a short argument, Mulan left to face Tyler on her own, leaving Jim frustrated.

After finding out about Rameses's partnership with Frollo, Moses found himself believing that he may have lost his brother to Frollo's crusade. Esmeralda then approached and comforted him, telling him that his brother needed his help and that he shouldn't give up in trying to reconcile with him. Finding encouragement from his newfound friends, Moses headed off to meet his brother again, although this time he would approach him while he was alone.

In the cavern deep in the wilds of Africa, Tyler spend a brief moment of relaxation, plotting out his next objective. Just then, he became alerted to the sound of a person destroying his valuable possessions. As he rushed to the storeroom, he noticed his case of immortality potions had been broken into and the vials shattered. Before he could figure out what was happening, he was ambushed by Mulan, the person responsible for the destruction of the potions, who slit his throat open with her sword. As Tyler was about to consume one of his potions to heal himself, Mulan broke it before restraining him. Before she could finish Tyler off, Osmosis Jones, Drix, and Jim Hawkins arrived and took Mulan away, despite Mulan's pleas to let her kill the villain. The heroes didn't listen to her and left before the guards could arrive. Meanwhile, Tyler managed to recover with the use of one of his remaining potions, spouting profanities at Mulan and the heroes who rescued her.

Gathering the remaining representatives of the Galactic Federation on Planet Turo, including Commander Nebula of Star Command's space unit and Aviana of Bordogon's space system, the Grand Councilwoman proposed sending additional troops to the Federation's borders, while also suggesting heightened defenses against Zurg's empire. Before they could contact the RLS Legacy for more information on Zurg's plans, Zurg's forces stormed in, bringing chaos and disorder to the Federation's base. While, the Grand Councilwoman commanded her personal guard against the Drej soldiers, Aviana ordered her robot bodyguard to strike at John Silver's space crew, taking several of down them with ease, although she was stunned by some of Silver's pirates' shots, allowing them to capture her. In the midst of the chaos, Leah Estrogen told her own personal guard to hold off Zurg's forces, only to be caught by Thrax, who took her as a hostage before leaving with her. While the Federation forces were distracted by their allies' capture, Korso, Preed, and several Air Drej soldiers made their move, dispatching many of Star Command's space rangers and capturing many of them, to be returned to Zurg's headquarters on Planet Z. At the same time, Zygon, along with several Hornets, cornered the Grand Councilwoman, taking her as yet another prisoner. As the villains left with their captives, however, they noticed John Silver escaping from Planet Turo on an escape pod to find the crew of the RLS Legacy and tell them about Zurg and Tyler's attack.

After the Festival of Fools' festivities, the circus performers regrouped at the Red Lobster Inn to meet with the sinister Coachman, the real ringmaster and secret backer of the Professor Screweyes' Eccentric Circus performers, telling him about the profits they made at the carnival. At the same time, they were joined by the con artists Scalawag and Igor and the witch Mommy Fortuna, who supported the Coachman in his next campaign. As the gathered performers discussed Quasimodo's capture by Frollo's forces, they were greeted by Tyler's chief scientist Dr. Schechter, who made a proposal to the circus posse. He convinced them to attract young children from across the world and bring them to the Eccentric Circus for a night show. The Coachman and his allies at first refused to work with him, until Schechter brought out a large bag full of golden coins, promising them that this reward would be theirs if all went according to Schechter's plan. What Schechter didn't mention was that he planned on bringing the children as captives to Tyler, who would use the children for his own terrible designs. As soon as the money was presented, the Coachman and his allies agreed to Schechter's conditions, preparing for their greatest show yet.

At the ACS's hideout, Cruella, Figg, Medusa, and Dr. Greed scolded their allies for letting the animals escape from Sectors A and B. As Clayton questioned the ACS about the reason behind most of the organization's activities, considering that he joined only for profit and didn't know about any grander design, Cruella and Dr. Greed explained their motives for driving the animals to extinction - one of their friends, Dr. Pretorius, had perished at the claws of one savage creature years ago. An old colleague of Dr. Greed and a close friend of Cruella, Dr. Pretorius was known for his experimentation on bonding glue, testing it on animals as guinea pigs. One day, Dr. Pretorius left a cat's cell unlocked, allowing the savage creature to escape and attack him, killing him with its bare paws. Ever since, they held a grudge against all animals, hoping to one day find the cat and extract revenge against it. Feeling compassion for Cruella and Dr. Greed, Amos Slade approached the group, sharing his own story of his reasons for joining the squad. He explained that earlier in the war, he was accompanied by his hunting buddy, along with his dog Snitter, on a hunting trip in the American forests. One day, as they were getting ready to head home, Slade's buddy called Snitter to return to him. Snitter, however, accidentally triggered Slade's partner's rifle, standing near him, shooting the hunter clear between the eyes, killing him as Slade looked on in horror. Shocked by the consequences of his action, Snitter ran away, causing Slade to vow revenge. He promised to help his allies in their coming battles as the rest of the ACS's members cheered on his decision.

Returning to Paris, Moses approached his step-brother Rameses in private, telling him of Frollo's actions and the toll he had exacted on the innocent. In a burst of rage, Rameses demanded to know why Moses hadn't intervened earlier if that was the case. As Rameses was about to storm out, he was stopped by the arrival of his young son. Wanting to spare his son from hearing what was going on, Rameses asked Moses to leave. However, Moses warned him that should he work with Frollo, he risked the safety of his family in the war and the revolt against Frollo. Taking this as a threat, Rameses ended the discussion, ousting Moses from the capital, though Moses warned Rameses that any further bloodshed in the war would be on his hands. Unbeknownst to the three of them, Tyler, having returned to the capital after his successful mission in Africa, witnessed the entire scene. Wanting to destroy their brotherhood and possibly even pit them against each other, Tyler devised a terrible scheme, focusing on the Pharaoh's son as part of his plan.

After escaping from Tyler, Osmosis Jones and Drix discovered that Lilo and Stitch had stowed away on their ship. Jim and Mulan then walked in arguing about Mulan's foolhardy attack on Tyler. Mulan tried to explain that she was on the verge of destroying her enemy. Jim, however, refused to let Mulan sink to Tyler's level, telling her he would not have a cold-blooded murderer on his team. Now feeling hurt, Mulan stormed out in tears. The others attempted to convince Jim that he should try to apologize and reason with her.

Having heard about the Unicorn's presence, a legendary being with immense power able to rival his beast, the Red Bull, King Haggard sought a way to eliminate her. Informed about her position hidden within the Medieval Warriors, Haggard called upon the phony Norse god Odin (in reality the corrupt businessman Erik Hellstorm), to destroy the being, hoping to rely on magical assistance (having heard of Odin's possession of an Atlantean spear), instead of mere brawn, to take care of the Unicorn, welcoming him into the Horned King's inner circle at the same time. After being assigned to the mission, Odin set off to the forests of Nottingham, eventually meeting with the Medieval Warriors. As Avatar and his crew attempted to drive away the lunatic, Odin called forth the Chaos Lord of Ice to deal with the nuisances. In spite of the beast's immense size, Schmedrick managed to stun it by summoning a lightning bolt to strike the giant's arm, destroying it. To their surprise, the Chaos Lord managed to reform his hand, with Schmendrick collapsing from exhaustion from using most of his energy with the attack. As Odin turned to the Unicorn, ready to kill her, the Genie used his supernatural powers to teleport the Warriors away from him. Before they could escape, Odin fired a bolt of magic at the Unicorn, believing he had struck her. As the effects of the teleportation spell wore off, the Warriors found themselves safe and sound in the forests of Wales, with the exception of the Unicorn, whom the Warriors found in a strange state. To their horror, the combined magical effect of the Genie and Odin's powers turned the Unicorn into a human, as her close companions checked to make sure she was alright.

Venturing deep into the forests of Wales, Maurice was stalked by King Haggard's demonic guardian, the Red Bull. As Maurice noticed the creature, he fled to safety, eventually happening upon the citadel of the Horned King. He managed to get through the gates, eluding the demon. To his horror, however, he was found by the Red Bull's master, King Haggard, who took him in as a new prisoner.

Following the trails of Cat R. Waul and Ratigan to the barn of Patch of Heaven ranch, with the rest of the farm animals (excluding Napoleon) resting outside the barn for the time being, the League of Extraordinary Gentlemice infiltrated the farm, hoping for a surprise attack against the enemy. However, one of Meowrice's associates surprised the heroes before they had the chance to strike, alerting the villains to their presence. The fight started with Jaq biting Meowrice's tail, preventing him from attacking Dawson. As Basil was distracted, he was struck down by Carface. As Jenner drew his sword and made to attack Dumbo, Jake knocked out the rodent with powerful kick. As more of the villains drew in, the League defended themselves, with Gus knocking out the Grand Duke of Owls' nephew, Hunch. The Mouse King then ordered his rodent army to repel the intruders, only to be intercepted by Jaq, who tossed several buttons at them, stopping their advance. When the Mouse King mounted a toy horse and took up a lit candle to burn his rivals alive, Basil stopped him by shooting his mount out from under him with his revolver, the fallen candle lighting the King's tail on fire. Ratigan then emerged from the shadows to take matters into his own hands, only to be challenged by Fievel. His efforts were for naught, as Ratigan easily slapped him away. As Cat R. Waul and his henchmen made their approach, ready to devour the small rodents, the League believed they were done for. However, a new figure made her presence known, as the rodent singer Jan Mouse (who was separated from her partner Daniel Mouse earlier in the war) began to perform as part of the ranch's host of entertainment. Mesmerized by her singing voice, Cat R. Waul and Ratigan flirted with Jan and offered to take her on permanently as an entertainer, an offer Jan reluctantly accepted. While Cat R. Waul's minions managed to capture most of the League's members, Fievel and Mrs. Brisby managed to escape from their grip while they were distracted.

Setting course for their next expedition, the ACS organization was greeted by the Colonel of the US cavalrymen, who showed them his true benefactor, Governor Ratcliffe. As the ACS demanded to know the Colonel's true loyalty and Ratcliffe's goals, they were also joined by Eris, having assigned Ratcliffe and the Colonel to deliver her plan: to cut a "marked tree" in the Ferngully rainforest and in return they would be awarded with a substantial reward to further their own mission. As the group hesitated, not trusting the newcomer, Eris gave her word as a goddess (an unbreakable oath) to promise not to lead the ACS to any harm. With the said guarantee, the ACS set off to Ferngully to find the tree.

Back in the forests of Wales, several of the Medieval Warriors, particularly Molly Grue, blamed the Genie for the Unicorn's predicament, as the shock of transitioning from an immortal to a mortal body would drive her mad. As the rest of the Medieval Warriors tried to think of a solution, Taran suggested finding Odin and forcing him to undo the curse, believing that after their previous victories they could accomplish anything. Finding the idea too dangerous, the others refused, leaving Taran to burst into rage, offending Eilonwy in the process. Peter Pan then proposed to get help from someone more familiar with magic than they were. Garrett accepted the alternative, sending Peter Pan to find more recruits.

Returning to the Palace of Justice to join up with his father, Rameses' son encountered Tyler instead, who murdered the boy as part of his plot to drive Moses and Rameses apart.

As Mulan still sulked after her argument with the RLS team, Jim approached and apologized for his harsh word, asking her why she held such a grudge against Tyler. At the same time, John Silver arrived, hoping to warn Jim of Zurg's attack on the Federation, though the others told him to wait. Mulan then explained that a couple of years before the beginning of the war, Tyler had been raiding and rampaging through China, hoping to find more test subjects for his experiments. She revealed that he killed her family and friends, including her father Fa Zhou and her mother Fa Li, before annihilating her entire village. Ever since, Mulan held a deep grudge against the warlord, vowing not to rest until she had slain him. Jim again apologized for his actions, telling her that he didn't understand her situation. He also pointed her that together would find a way to make Tyler pay for his crimes, though only when the right opportunity presented itself and not by stooping to his level. Having developed feelings for each other, Jim and Mulan shared a kiss, before Jim departed to see to other matters. Mulan then turned to John Silver, thanking him for his services with the Legacy, while also being a mentor and teacher to both her and Jim, helping them in difficult situations, before she also departed for her own matters. Now alone, Silver mused that the others would say he had "gone soft" if they found out, unaware that Scroop and Preed were watching the whole scene, intrigued by the events.

Release of Hexxus

Back at the Palace of Justice, Rameses arranged the funeral of his son, with Frollo, John Silver (serving as a representative of Tyler), and Moses also attending the ceremony. While Frollo gave the Pharaoh his condolences, he also accused Moses and his allies of killing the Egyptian prince, saying that they wanted Rameses to abandon Frollo, even if it meant killing a child. Without evidence to prove his innocence, Moses left Paris, taking the blame for the death of the young child, as Rameses angrily looked on. John Silver, on the other hand, saw Tyler lurking nearby and quickly surmised his part in the killing, swearing to find a way to prove Moses' innocence and Tyler's guilt.

As word of the heroes' escapes from different villain strongholds spread throughout the world, Mok and Maleficent tasked the villain forces with securing their territories and reinforcing their defenses, starting with Queen Grimhilde, who ordered her allies to find more recruits. As soon as the order was given, Grimhilde's allies departed, with Messina making her way to the African jungles in the form of a cobra to negotiate with an accomplice of one of the villain alliances.

Making their way to the Patch of Heaven ranch, now renamed "Animal Farm" by Napoleon's regime, the young boy Edmond, accompanied by the hound dog Patou, the magpie Snipes, and the rodent Peepers, asked for shelter from the war. When they were questioned by Maggie, Wilbur, and Charlotte about their stories, Edmond stated that he was a human from a different world before he was summoned to this land by the Grand Duke of Owls and transformed into a kitten by his magic. Suspicious of Napoleon and knowing they would need help to deal with him, Maggie, Grace, and Mrs. Calloway left the farm to find help, joined by Edmond and his friends, although they promised that they would return if the situation on the farm got any worse.

Back in the African jungles, Messina met with Kaa, one of Scar's most trusted allies, persuading him to ask his master to join Queen Grimhilde's forces. Knowing that doing so would substantially increase the territory Scar had under his control, Kaa promised that he would convince Scar to accept Grimhilde's offer.

While venturing deep into the forests of the Native Lands to find their family, Littlefoot's friends and the One Hundred Acre Wood inhabitants happened upon Grandmother Willow. Though they were initially frightened by her sudden appearance, Willow convinced the two parties that their journey could wait, as they needed to assist others against the villain forces. She showed them visions of those who needed their help most, including Simba, Tarzan, Bambi, and Ariel. Remembering the latter, Littlefoot and his friends set out to find the mermaid.

In Australia, in the Ferngully rainforest, the ACS Operations tracked down the marked tree Eris asked them to cut down. Using a giant lumber machine, they managed to cut down and process the tree, turning it to large stack of wooden boards. While the group was distracted by their work, they failed to notice the presence of a small oily figure emerging from the wooden planks. At first confused by his release, the figure was delighted to see it was humans who had released him, calling them "such wonderful creatures." Still unseen by the ACS, the figure stowed away in the machine.

In the jungles of the Pride Lands, Simba met with his family and friends to discuss his uncle's betrayal, and the need to stand against him. Just then, Pterano appeared before Simba, warning him of Scar's plans. While the pterosaur confessed that he was a member of Scar's inner circle, he said that he only joined up with Scar to see what he was planning and to buy time to find his missing nephew. Simba didn't trust Pterano, but thanked him for the information on Scar's movements and promised to withhold judgement on the reptile until he knew more of his intentions. Pterano left to return to Scar before he grew suspicious, while Simba and his friends returned to Pride Rock to gather his pride and prepare for battle.

Back in Germany, Queen Grimhilde summoned Humbert the Huntsman to her throne room. As a sign of her gratitude towards Maliss for bringing the Snow White she needed, Grimhilde decided to help her brother in return by sending Humbert to kill the other Snow White. When Humbert protested her orders, Grimhilde and Maliss silenced him, warning him that death awaited him should he fail his mission. Reluctantly, Humbert left to find the second Snow White.

Meanwhile, in the forests near Castle Grimhilde, Snow White, the Seven Dwarfs and Dwarfelles, Stanley, Gurgi, Sir Peter Dickison, and now Smrgol the Dragon (another champion and protege of Carolinus, who was sent to tutor Sir Peter how to live as a dragon) set out to find someone to help them against the villains. While passing through the area, they were ambushed by Prince Froglip, the Goblin King, his goblin warriors (who had been sent to Germany by the Horned King to negotiate with Grimhilde's forces), and Humbert. Upon meeting the heroes on the field, Froglip ordered his goblins to seize them, only to be beaten back by the Dwarfs. When the Dwarfs fought their way through to Froglip and the Goblin King, the King used his sneeze as weapon, blowing away many of the Dwarfs. The dwarf Sneezy returned fire with a sneeze of his own, scattering the goblins. While the Dwarfs focused on the goblins, Snow White, accompanied by the Dwarfelles, fled to safety, only to run directly into Humbert, who revealed himself to the group. As Humbert raised his dagger, Snow White believed she was done for. However, Humbert couldn't bring himself to kill her, begging for forgiveness from the princess. He also warned the group about Grimhilde's plans, telling them to run from her wrath. Snow White and her companions departed, followed by Humbert, who left Germany for lands unknown to escape the queen's punishment, while Froglip watched the whole scene, waiting to make his report to the Horned King.

Prowling the seas off of Germany, Captain Hook found signs of a trespasser in Queen Grimhilde's territory. It turned out to be the American child Richard Tyler, who was also a boy from a different world, sent by a mysterious sorcerer on a quest to face his fears. Captain Hook and his crewmen cornered the boy, hoping to capture him. What Hook did not know was the fact that Richard was accompanied by magical talking books who rushed to his aid, starting with Adventure, who charged Hook and attempted to attack with his sword, only for Hook to parry his blow. Confident that he had captured Richard and Adventure, Hook was caught off guard when Horror appeared, jumping from a tree and knocking out a pirate, saving Richard's life. When another pirate threatened Horror, Fantasy came to assist, charging at the pirate who threatened Horror, taking him out. In desperation, Richard drew a sword from a fallen pirate and used it to threaten Hook. However, Hook, having had enough with Richard and his companions, withdrew, although he promised that they would meet again, leaving Richard to continue his journey.

Told by his cronies about the presence of a llama and a peasant wandering through Grimhilde's territory, Lord Maliss unleashed a pack of wolves after them, before taking the form of dragon to accompany the wolves. He was followed by Scowl and Batso, who were eager to prove their worth after their encounter with the Seven Dwarfs.

The travelers turned out to be the transformed Emperor Kuzco and the Peruvian peasant Pacha, who was reluctantly accompanying the emperor in order to find a way to return him to his human form. Just then, the wolves arrived and pursued Kuzco, eventually cornering him at the edge of a cliff. As both Maliss and Scowl swooped down on the former emperor, Pacha came to assist, swinging in on a vine and grabbing Kuzco, leaving Scowl to crash into Maliss. Maliss responded by shoving Scowl into a tree so that he would not interfere again. Meanwhile, Kuzco and Pacha ran into a log, unwittingly tying themselves around it. While the two were arguing, Maliss destroyed the log, toppling them into the river below. As Maliss reverted to his human form, he looked on as Kuzco and Pacha were swept over a waterfall to their apparent demise.

Darkwolf's party, along with the remaining members of the Royal Council, with the addition of the impish troublemaker Flip, an old companion of Nemo, journeyed through the wilderness to find the heroes and tell them what had happened to the Council. Darkwolf's crew stumbled upon an old cottage, surrounded by a moat. However, the owners of the cottage, the Witches of Morva, were not too happy to see visitors, transforming Professor Genius into a frog to toy with him. Before Genius could be devoured by the witches, Nemo rushed to his aid, threatening the sisters with the scepter of King Morpheus, having taken it up after the king's fall. Finding the scepter quite extraordinary, as it would be a potential weapon to deal with powerful enemies, the witches made a compromise with Nemo. In exchange for turning Genius back to his human form and letting them leave unharmed, they would take the scepter's power for themselves. While he didn't want to give away Morpheus' power, Nemo also didn't want to risk the lives of his companions. Reluctantly, he gave the scepter to the witches, who drained all its power before reverting Genius back to his human form. As the sisters departed, they taunted the heroes, telling them that they always keep their end of a bargain. While Darkwolf's crew continued their journey to find assistance, a new presence emerged from the shadows, stalking and following the heroes from a distance, believing they would lead him to his quarry.

In the surreal landscape of Pepperland, Tzekel Kan, El Supremo, and Messina (having returned to her husband's side after her negotiations with Kaa) recruited the strange nefarious creatures known as the Blue Meanies, asking them to join Queen Grimhilde's alliance. In return, they would be free to spread misery throughout the world and be rewarded with a part of Grimhilde's empire. Intrigued by their offer, the Chief Blue Meanie prepared his army, though not before scolding his chief lackey Max for his un-Meanielike behavior. Wanting to display his army's capabilities to his new backers, the Chief Blue Meanie sent his minions to a desolate mountain pass to deal with several nuisances.

At the same time, on the mountain pass, several groups of heroes passed through as Littlefoot and his friends and the One Hundred Acre Wood inhabitants met the Mexican rooster Panchito Pistoles, the Brazilian parrot José Carioca, the circus bear cub Bongo, Brer Rabbit from the American South, the legendary cowboy Pecos Bill and his horse Widowmaker, the Russian boy Peter (accompanied by Sasha, Ivan, and Sonia), a trio of Russian hunters, and several lesser mountain bears, who had been forced from their lands by the villain conquests. Seeing the heroes, the Chief ordered his minions to attack their foes, with his Apple Bonkers sent in the first wave. Terrified by their numbers and bizarre appearances, several heroes, including the lesser bears, hid from the absurd creatures. However, Panchito, José, Bongo, Brer Rabbit, Pecos Bill, Peter, and the Russian hunters stood against the threat, taking out Jack-the-Nippers, Hidden-Persuader Men, Snapping-Turtle-Turks, and their four-headed dog with ease. When the Chief sent their greatest weapon, the Dreadful Flying Glove, to deal with the heroes, Panchito toyed with it, using a matador's cape to bait and dodge the Glove's attacks, before José lit the fuse on a bundle of fireworks which Panchito tricked the Glove into flying into, destroying it. Angered by the loss of most of his arm, the Chief stepped onto the battlefield himself, bashing Pecos Bill away in the process. The Common Blue Meanies then brought in the Countdown Clowns, pushing their nose buttons and blowing up most of the mountain. As Littlefoot's friends and the One Hundred Acre Wood residents fled to safety, the Blue Meanies followed them, cornering them at a dead end. Just then, a new arrival appeared on the scene, as the Aracuan Bird started singing, driving the Blue Meanies mad. The Blue Meanies retreated as the heroes found a second wind, driving them from the mountain along with their leader. The heroes thanked the Aracuan Bird for saving their lives, before leaving on their respective journeys (excluding the Aracuan Bird, who left them promising that he would join them later if they needed him again).

Returning to Scar's lair in Africa, Kaa told Scar and his forces about his meeting with Messina and her proposal. Intrigued by her offer and knowing they would benefit from the humans' magic and technology, Scar was on the point of accepting the alliance until he was stopped by Claudandus, who refused to ally with any human. When questioned, Claudandus revealed his origins, telling the others he was once the guinea pig of Dr. Pretorius' experiments, revealing himself to be the "savage cat" Cruella mentioned in her own story to the ACS' members. After torturing him, Dr. Pretorius and his fellow scientists put him in a cell, although they neglected to lock it. Claudandus broke free and avenged his torments by murdering Pretorius. As Scar and his forces attempted to reason with him, stating that there must be a person with good intentions, Claudandus furiously claimed that they were all bad and that humans were "evil animals," worse than any other creature alive. Knowing there would be no convincing Claudandus otherwise, Scar reluctantly decided to decline Grimhilde's offer.

In the seas off of Peru, where Yzma's potion still remained intact, a great white shark accompanied by his pilot fish Joe swam along looking for food, only to become exposed to the potion's fluids, giving them heightened intelligence and the power of speech, although Joe seemed to be more cunning than the shark, becoming his master and plotting to use the potion to take over the seas. While they took Yzma's potion, they failed to notice that Flotsam and Jetsam, Ursula's pet eels, were watching them, with their mistress already having a plan for them.

Washing up to the shores of the river, Kuzco and Pacha, having survived the fall were found by Hercules and his companions, who suggested they join forces in order to strike back against the villains. Reluctantly, the two of them agreed, on the condition that Kuzco be returned to his human form and his position as emperor of the Incas. At Animal Farm, an elderly St. Bernard dog, calling himself Red, approached Cat R. Waul, Carface, and Napoleon, explaining them that he would grant great power to Napoleon and his allies in exchange for a future favor. What Napoleon didn't realize was that there was much more to the dog than there seemed to be.

After watching the event in the mortal world, several demon lords gathered in Chernabog's infernal realm to meet with the Black God, including the Emperor of the Night, the Nightmare King, B.L. Zebub, Belladonna, and Red, the latter revealing his true appearance as a demonic hellcat. Although only the lesser demons were able to travel to the mortal world at the moment, the demon lords promised that they would find a way to summon Chernabog back to the world of the living, as Chernabog eagerly awaited his return to power.

The demon lords were not the only ones who had plans, as Meowrice summoned several of his new recruits, including the corrupt mice Mr. Grasping, Toplofty, and O' Bloat, the French poodle Madame Mousey, the rogue predators of the American South Brer Fox and Brer Bear, the insect performer Berkeley Beetle, and the cruel toad Grundel to Cat R. Waul's criminal empire, promising them positions of power and wealth, in exchange for their support.

Meanwhile, in the forests of England, Peter Pan found the fairies Crysta and Prince Cornelius (having been sent by Crysta's mysterious mentor as representatives of the Ferngully rainforest), accompanied by their human and animal friends, including the shrunken humans Zak Young and Thumbelina, the mega-bat Batty Koda, and Cornelius' friends Li'l Bee, Gnatty, and Baby Bug. Sensing the threat posed by the villains, the fairies joined forces with Peter Pan, who asked them to meet with the rest of the Medieval Warriors.

Back in space, John Silver, Scroop, Preed, and Tyler returned to Zurg to report their activities on Earth. Silver berated Tyler for framing Moses as the culprit of Rameses' son's death, while Scroop and Preed taunted Silver with his close relationship with Jim Hawkins and Mulan, having been witnesses to the whole scene. Sickened with Zurg's schemes and Tyler's cruel methods, Silver declared his resignation from Zurg's employ, but Tyler wasn't willing to let him go that easily. He told Silver that if he left or told anyone about how he was making his immortality serum, he would track down and kill Jim and Mulan. Reluctantly, Silver agreed to remain with Zurg for the sake of the teenagers' lives.

In Paris, Frollo told Rameses that they must gather their armies and strike at Moses and Aladdin's group by the dawn of the following day, and seize them for the crimes of trespassing in the capital, murder, and the act of revolt against the French authorities, a plan accepted by the Pharaoh, who officially decided to cut his ties with his step-brother.

And back in the Ferngully rainforest, Hexxus revealed himself to the ACS, with the organization looking on in terror as the Spirit of Destruction assumed a smoke-like form and announced his plans to turn the world into a lifeless wasteland. Eris looked on in delight; she had given her word that the ACS would remain unharmed, and so they would. She had made no such promise to the rest of the world...

The Eccentric Circus

Following Mok and Maleficent's new policy, the Horned King summoned his allies (with the exclusion of Madam Mim, the Queen of Hearts, Queen Gnorga, Yzma, Saruman, and Nekron), ordering them to secure the King's territory. In doing so, the King sent Facilier and Ruber to the forests of England to deal with a potential threat. In the proceedings of the meeting, the King was informed by Froglip about Humbert's betrayal to Grimhilde's forces, and he departed to tell Grimhilde of this development.

Returning to his fortress on Icepeak for a short rest after his previous encounter with Taran left him exhausted, Nekron was approached by his mother, Queen Juliana, who persuaded him to launch a new offensive to lift his spirits. Juliana sent his sub-human army out, though she secretly had another task for them that she kept from her son.

Tyler returned to Earth, meeting with the Coachman and his associates as they began to set up the circus tent for their show. As Tyler told them to speed up their preparations, the Coachman and his performers responded that he would have his reward in due time. He, along with Mommy Fortuna, Honest John, Gideon, Scalawag, and Igor, set out to lure more children into the circus, while ordering the rest of their allies to prepare themselves for the main event of the show.

In the forests of Germany, Nemo was still bitter about the loss of King Morpheus' scepter, claiming that he was powerless without it. In spite of his claims, Nemo found encouragement and comfort from Camille, Genius, and his newfound friends, who told him that he was already a champion as he valued the lives of his companions more than any magical power. After a short talk, Darkwolf suggested they split up the party to search for more assistance against the Horned King's alliance. While Curdie, Irene, Nemo, Camille, Genius, and Flip set out on one path, Darkwolf, Larn, Teegra, and Derek followed another, with the stranger following Darkwolf's group unnoticed.

Elsewhere in the forests of England, the Medieval Warriors were still trying to find a way to undo the Unicorn's transformation. Calling her Lady Amalthea in order to keep her identity secret from the villains, Taran demanded immediate action against Odin, but the others decided to seek out Peter Pan, hoping he might know of some magic from Neverland that could cure her.

At the gypsy camp outside of Paris, Moses returned heart-broken to Aladdin's crew, mourning the death of Rameses' son. When he revealed that the villains would seek retribution against them for the imagined crime, Aladdin decided to mobilize his small army to the east to find a better shelter from the villain forces. During the proceedings, Odette noticed the full moon going down and Facilier's curse took effect, transforming her into a swan as the heroes looked on. While everyone was focused on Odette, Pinocchio noticed the Coachman's wagon passing by, filled with young children ready to be delivered to the circus. Curious about the show, Pinocchio decided to follow, followed by his conscience Jiminy Cricket, who hoped to make sure that Pinnochio would not wander into danger.

Wandering through the streets of Italy, Honest John and Gideon stumbled upon the elder Pinocchio and Clara, who had left Geppetto's house in order to search for Geppetto and the others, who had not returned after the Mouse King's attack. While Gideon was about to simply knock the children unconscious and take them away by force, John wanted to persuade them to accompany them by using his silver tongue. The con man asked the children to attend the Coachman and Professor Screweyes' Eccentric Circus, telling them that their friends might be there. When Gee Willikers warned the children not to trust the pair, John flicked him off Pinocchio's shoulder and Gideon trapped him under a coconut. Eventually, the children gave in and they set off for the Coachman's circus accompanied by the conmen, while Gee Willikers was left alone.

At the same time, the other Pinocchio was found by Scalawag and Igor, who tempted the puppet-boy the same way as Honest John did. When Jiminy Cricket tried to tell the conmen to back off, Igor knocked him away. Following the example of the previous children, Pinocchio gave in, traveling to Screweyes' circus along with the conmen. Jiminy Cricket began to go back to warn Aladdin and the others before deciding instead to follow Pinocchio and keep him out of trouble.

In the forests of England, Peter Pan met with Avatar and his companions, who asked them to come back with them to help the Unicorn. As they discussed the situation, Peter Pan and Avatar were greeted by the fairy king Sean and his loyal fairy companions, who introduced themselves as acquaintances to Cornelius and Crysta, sent by the same person who assigned the fairies to aid Merlin and his allies. Before they could head back to find the Medieval Warriors, the group was attacked by Facilier and Ruber, who killed Sean on the spot with a volley of arrows. As the others readied themselves to fend off the villains, Facilier summoned the fearsome Backson to deal with the heroes. The beast was able to take out Weehawk with gas from its armpits, though it was no match against Avatar's magic, with the sorcerer hurling the creature from a cliff to its apparent demise. Meanwhile, Ruber took on Peter Pan, drawing his mace to strike the youth down. Peter, however managed to dodge most of his attacks with his agility and power of flight. Facilier was about to attack the fairies again, they were saved by the sudden arrival of Merlin, who finally returned to battle after his defeat by Mok. Merlin blasted Ruber away with his magic, allowing Peter and Avatar's group to escape in the confusion. Distraught by their defeat, Facilier and Ruber departed from the forest to make their report to the King, leaving behind the corpse of Sean for his companions to mourn.

Meanwhile, as Mommy Fortuna reached the summit of a mountain pass, she found Cody and Marahute passing through. Believing the heroes would be a good prize for the Coachman, Fortuna stepped out of her cart to confront them. While Ruhk, her chief flunky, looked on, Fortuna was able to use her powers to summon a large net and ensnare Cody and his companion. She then put them up in a cell in her wagon before taking them back to the circus.

Deciding to find other heroes to join forces and retake the Native Land, Pocahontas, John Smith, Little Creek, and Spirit were ambushed by Nekron's sub-humans, who targeted the Powhatan princess for Queen Juliana's scheme. When John Smith came to her defense, a sub-human warrior leaped at him, pinning him to the ground. Pocahontas came to his defense, but the other sub-humans charged her in force, forcing her to climb up a large tree to safety. Before the sub-human could finish Smith by stabbing him in his neck, Spirit rushed to his aid, knocking out the warrior with a strong kick and freeing Smith from his grip. As John Smith attempted to climb the tree and save Pocahontas from the pursuing sub-humans, one sub-human warrior noticed Smith's approach and threw a spear at him, knocking him out of the tree. John Smith, Little Creek, Spirit, and Rain could only look on as Pocahontas was taken by the sub-humans, ready to be delivered to their mistress.

At the Chat 'n' Chew Diner, a gathering of some of the heroes' loved ones, including Lilo's sister Nani Pelekai and Nani's boyfriend David Kawena, Hogarth's mother Annie Hughes and her acquaintance and close friend Dean McCoppin, and Jim's mother Sarah Hawkins, discussed the ongoing war and the families' roles in it. Nani and David were concerned about Lilo and Stitch, though the others told them that they would be alright. Just then, Tyler, escorted by his team of loyal scientists and a platoon of soldiers assigned by Frollo to assist the warlord, broke into the diner, intent on taking the heroes' families hostage. While Nani was able to fend off one of Tyler's scientists, she was overpowered and taken by Frollo's soldiers, who also seized the others and took them away.

After separating from Nemo's group, the mysterious presence revealed himself to Darkwolf's party, as the Inuit warrior Denahi arrived to kill the barbarian warrior. When Larn and Derek came to his defense, Denahi easily overpowered them before confronting Darkwolf personally. Unfortunately for him, Darkwolf easily broke through his defenses, eventually pinning him to the ground. While Denahi expected Darkwolf to kill him, the barbarian spared him and asked him why he had been stalking them.

At Professor Screweyes' Eccentric Circus, many children were brought into the circus' tent, including the Darling children John, Michael, and Wendy, Pinocchio, the arrogant Lampwick, the kind Robyn Starling, the New York children Gus and Rosie, Peter Pan's lost boys (having been separated from Peter since the escape from the Horned King's citadel), Clara, and the elder Pinocchio, all eager to see the show. As the show began, Stromboli and Puppetino introduced to them the night's main event: a magic show by Sarousch and Forte (the circus' newest addition and musician), with Professor Screweyes, Hotep, and Huy serving as additional performer. Sarousch and Forte summoned several mischievous monsters, including the Pink Elephants, the Heffalumps, and Woozles, on stage, captivating the children. However, as the show continued, the true nature of the circus began to make itself known, as Lampwick was slowly transformed into a donkey by Screweyes' magic while the elder Pinocchio was slowly turned into a puppet by Sarousch and Puppetino, horrifying the audience. As the elder Pinocchio and Lampwick realized what was happening, the performers showed their true colors as Screweyes finished Lampwick's transformation completely, all while the boy screamed for help, while the elder Pinocchio was forced to dance and attached to magical strings. Meanwhile, the other Pinocchio was also caught by Screweyes' power as he also began to transform. As he made an attempt to escape, he ran into Jiminy Cricket, who convinced him to escape the circus while the performers were distracted. The remaining children were helpless, as Puppetino used his magic puppet strings to entangle the Darlings and the Lost Boys while the rest of the children were captured by the circus performers and their assorted demons. When Wendy made an attempt to escape and call for help, she was caught by Hotep and Huy, who seized her before she had the chance. Sarousch then made the finishing move, turning the elder Pinocchio into a lifeless puppet, with Clara looking on in horror. As she rushed to help her friend, she was cornered by the other performers, who took her away as well. Meanwhile, the other Pinocchio and Jiminy Cricket managed to escape the Coachman's forces by leaping into the sea outside the circus.

After succeeding in their mission, the sub-humans delivered Pocahontas to Queen Juliana, who in turn presented her to Nekron as his bride. Knowing that Nekron would not live forever, she hoped to preserve his rule by building a family and raising heirs. Nekron, on the other hand, had no intention of marrying Pocahontas and rebuffed her offer. Pocahontas then stood up and tried to reason with Nekron, telling him she, her people, and the other heroes would fight to the last and that the war would do nothing but bring misery and death to both sides. She agreed to be Nekron's bride with no argument if he would end hostilities and convince the other villains to do so as well. Despite her efforts, Nekron laughed at her offer, throwing her to the ground. He then told his mother that if she tried to bring him another bride, he would kill her where she stood. He ordered her to deliver Pocahontas to the Horned King's citadel as a prisoner.

Meanwhile, in the forests of Germany, the defeated Denahi explained his story. Prior to the events of the war, Denahi used to live in a tribe in North America. One day, the tribe was ambushed by the forces of Nekron and Queen Juliana. Denahi looked on as his fellow tribesmen were decimated by Nekron's living glaciers and sub-human warriors. In an effort to protect the surviving tribesmen, Denahi attacked the sub-humans, killing some of them, before drawing them away from the village and leaping over a gorge. As he clung on to a fallen log for dear life, the sub-human warriors reached him and threw him into the water below. As the rest of the sub-humans retreated, Denahi emerged from the waters, seeing Darkwolf watching from the cliffs. Assuming he was one of Nekron's minions, Denahi had vowed revenge on him for slaughtering his kin. Darkwolf explained that he had come to the village to help fight against Nekron's forces and he also hoped to bring Nekron to justice for his crimes, convincing Denahi to join their group. At that moment, Darkwolf's party was greeted by John Smith and Pocahontas' friends, who also joined their cause in order to free Pocahontas from Nekron's clutches.

As the circus show came to end and the Coachman's forces took the attending children and the diner patrons as prisoners, they revealed more captives that had been taken earlier in the war, including the New York girls Penny, Jenny Foxworth, and Rosy, the New Orleans girl Anne-Marie, and Julie's younger sister Kerrie. As promised, the Coachman delivered the children and adults to Tyler and Schechter for their experiments, though Scalawag and Igor began to wonder if their reward money was worth the suffering of others.

Deep in the forests of North America, Bambi, Kenai, Koda, Tod, Rutt, Tuke, and the Watership Down rabbits found Captain Holly half-dead by the side of the road. He told them that Fiver's vision was coming true and that their warren had been destroyed by Ratcliffe's men, burying the unfortunate rabbits alive; as if that wasn't bad enough, they hadn't destroyed the warren out of direct malice but simply because it was in their way. When Big Wig questioned Holly about his marks and scars on his body, the rabbit could not answer from the severity of his wounds, although in truth he had been attacked by Scar and his hyenas on his way to warn the Watership Down group. Humans, it seemed, were not the only threat they faced.

While sulking away from his friends, Taran sat at the side of a lake, feeling that the others were not taking him seriously. At that moment, the One-Ring took hold of the young boy's mind as Sauron's spirit began corrupting him.

The Hero Rivalry

In Germany, the Horned King, accompanied by his guard-dog, visited Queen Grimhilde in her castle, telling her of how Froglip saw Humbert betray the villain forces. Grimhilde vowed to punish him for his treachery before sending Lord Maliss and El Supremo to Denmark, where Ariel's group had recently been spotted. As this was going on, Scowl and Batso, having already failed Maliss twice, hid in a small hole in the castle wall before being found by the Horned King's dog. While arguing with Batso, Scowl blew his cigar smoke in Batso's face, causing him to sneeze and give away their location. Maliss and Tzekal-Kan took the pair away for punishment.

Elsewhere, the assembled dogs and cats faced internal strife of their own. While they all agreed that the ACS needed to be stopped, Rowf thought they needed to take it a step further and treat all humans as the enemy, even killing them if necessary. The others, particularly Tramp, argued against this; the argument got heated and Rowf and Tramp came to blows. As the two fought and berated each other, the Parisian alley cats, Perdita, and Lady broke up the fight, with Lady telling Rowf that he needed to control himself and that they couldn't afford to make enemies of each other while the villains were trying to kill them. Unwilling to compromise with the others, Rowf left the group, followed by his companion Snitter. Knowing that they needed to keep Rowf and Snitter from getting themselves hurt, the others followed after them.

Landing at a small port on the coast of Denmark, Scotty and Daffers guided Sinbad's crew to a floating boathouse, where its occupants, Professor MacKrill and Captain Neweyes, greeted them. The two scientists then revealed to Sinbad's crew their close acquaintance, Ludwig Von Drake, who had been helping them with their experiments in transforming marine life into humanoid forms and back. Tiana explained that they were trying to find a way to turn herself, Naveen, and Ariel back to their original forms. She also told Neweyes about Professor Screweyes, the person responsible for their transformation, who was also Neweyes' estranged brother. Familiar with Screweyes' methods, Neweyes promised to help them in restoring their bodies. Fortunately, MacKrill provided the group with a variety of potions containing the transformative elixir that the scientists had been working on. Testing it on Ariel, the group looked on as Ariel was reverted to her mermaid form. However, before Tiana and Naveen could be returned to human form, Lord Maliss and El Supremo ambushed them, having been sent by Grimhilde to kidnap the scientists and force them to work for her. Von Drake attempted to make a stand to defend his research, only for Maliss to blast him with beams of magic from his eyes. While the villains were distracted, Sinbad's crew escaped as soon as possible, not wanting to risk a battle with Grimhilde's allies, leaving the scientists to be captured by El Supremo's soldiers. As for Ariel, she dove into the depths of the ocean, reuniting with her previous companions, Flounder and Sebastian. After their short reunion, Ariel explained that her friends on the surface might need assistance against the rising threat. While Flounder was convinced, Sebastian tried to persuade her not to go after them, fearing for her safety from the villains. In spite of his efforts, Ariel's mind had been made up, setting out to find Sinbad, followed by Flounder and Sebastian.

While following Rowf and Snitter's trail, the various dogs and cats bumped into Kong and the Hermann Brothers once again, who antagonized Thomas O'Malley, trying to provoke him into a fight. Having had enough with Kong's threats, O'Malley finally snapped and attacked the other cats. While O'Malley led Kong and his lackeys on a chase, the other animals tried to break them up, eventually managing to stop Kong after they mentioned they were trying to stop the ACS. Having survived a previous encounter with the organization, Kong and the Hermann Brothers settled down and decided to help them in any way possible, considering that they had a mutual enemy. They said that they would search for more assistance against the ACS, departing to do so. The animal heroes then continued on their previous mission to find Rowf and Snitter.

In the Native Lands, Ratcliffe contacted Dr. Greed and Alameda Slim, informing them about two business partners of his who could provide them with expansions to their territory (although he didn't mention that the land would be taken on the behalf of Frollo, not the ACS). Eager to meet them, Dr. Greed and Slim, along Dr. Greed's henchmen (Platini, the Manager, and an unnamed associate), the Willie Brothers, and Rico, set off to a small town where the two of Ratcliffe's associates were last spotted. At the same time, the Patch of Heaven cows, along with Edmond and his friends, made their way to that same town, where the dashing Chanticleer and the musical band The Fearless Four (comprised of Fred the donkey, Buster the dog, Gwendolyn the Siamese cat, and Tortellini the rooster) performed on the streets. The heroes asked the singers to join their cause before they were ambushed by Dr. Greed and Slim's posse. Recognizing Slim as one of the poachers who had taken over the ranch, Maggie prepared to strike back at the villains. Dr. Greed then unleashed his latest creation against the heroes, the robotic centaur Powertool. Maggie's first attempt to stop the robot was for naught as Powertool leapt over her charge, letting her run into a mud puddle. As the robot made to attack the others, however, Maggie attacked again from behind, destroying Powertool, much to Greed's chagrin. Slim, Rico, and the Willie Brothers took on the Fearless Four, thinking them easier prey. However, Fred, Gwendolyn, and Tortellini easily dispatched them. Slim entered the fray, knocking out Chanticleer with a cattle brand and pulling Buster's tail. No sooner had he done so, however, then Buster flew into a berserker rage and bit Slim on his rear. Not wanting to risk further humiliation, Dr. Greed, Slim, and their henchmen retreated while the heroes looked on.

Still upset over their defeat at the hands of Sinbad and Frederic, Ursula and Morgana, along with their newest ally, the devious merwoman Marina Del Ray, converged and discussed a way to strike back at the heroes. At that moment, Eris popped up, offering the sea-witches a chance to strike back at Sinbad. As the sisters kept listening, Eris explained her scheme to pit the pirate against the street rat Aladdin, intending to throw the hero forces into confusion by pitting two of their most prominent leaders against each other. Intrigued by her offer, Ursula and Morgana sent del Ray in her first assignment to challenge Sinbad, though not before she was transformed into a twisted version of Aladdin by Eris to fulfill the scheme.

Meanwhile, Sinbad and his crew stopped on a small island for a short rest after their escape from Grimhilde's forces. Just then, "Aladdin" revealed himself to the heroes, telling them that he had been sent by Queen Grimhilde to kill Sinbad. Finding his foe less than intimidating, Sinbad ignored him. However, "Aladdin" tossed rotten apples at the pirate, furthermore provoking him. Coming to Sinbad's defense, Marina knocked "Aladdin" aside, only for him to throw another rotten apple at Marina. Having had enough with his threats, Sinbad, Marina, and Frederic took on the false Aladdin together, with Frederic knocking him into the surf with a single blow. Upon "Aladdin's" defeat, Sinbad and his crew departed to Castle Grimhilde in Germany, eager to free the captured scientists from Grimhilde and her forces. Although del Ray was defeated, she had succeeded in advancing Eris' scheme, having convinced Sinbad that Aladdin was an enemy.

While wandering the ocean to find and meet back up with Sinbad, Ariel, Flounder, and Sebastian stumbled upon a hidden lair, where its occupant, Joe, and his shark enforcer addressed his new marine army, enhancing them with Yzma's leftover potions. Ariel's friends looked in horror as the innocent fish were turned into Joe's loyal minions. Leaving to warn the other heroes of this new threat, Ariel and her friends were spotted by Joe, who ordered some of his minions, including Joe's shark and a crab general, to go after them. Eventually, Joe's minions found Ariel and her companions, threatening to kill them to prevent word of Joe's army from reaching the heroes before he was ready. Concerned about her safety, Sebastian ordered Ariel and Flounder to leave while he was bought them time fighting Joe's crab general. In spite of its size, the crab was no match against Sebastian's dexterity and agility, knocking out the evil crustacean. Meanwhile, Joe and his great white pursued Ariel and Flounder through a shipwreck. Finding an exit, Ariel and Flounder made their way to a porthole with Joe's shark in pursuit. Eventually, Ariel and Flounder managed to squeeze out, though the larger shark could not follow. As Ariel and her companions fled to safety, Joe berated his minions for their failure.

Meanwhile, Rowf and Snitter, having left the other animal heroes far behind, happened upon Amos Slade's property, where they scavenged for food from several trashcans. However, the commotion they caused awakened Slade's dogs Chief and Copper, who in turn alerted their owner. Recognizing Snitter as the dog that killed his friend years before, Slade set Chief and Copper after the other dogs. Chased by the hunting dogs, Rowf made his way up a mountain while Snitter hid beneath an old railroad. He was soon found by Copper; however, taking pity on the other dog, Copper decided to spare him. As Copper led Slade in a different direction, Snitter climbed up the side of the railroad tracks, only to be caught by Chief. The hunting dog relentlessly pursued Snitter until both of them spotted the arrival of a train. While Snitter managed to leap out of the way, Chief was not so fortunate, as the train hit him, knocking him off a bridge into the waters below. Copper rushed to save Chief too late, discovering him barely clinging to life. Rowf and Snitter ran to safety, though Copper swore revenge on Snitter for letting his friend get hurt.

At the same time as Sinbad's departure to Castle Grimhilde, a royal galleon owned by the Danish Prince Eric also made its way to the queen's castle, having been alerted to Grimhilde's intrusion in Denmark, as well as the capture of the scientists from the Danish port. However, he was watched by Eris from her lair outside the borders of the universe. Eris decided to amuse herself by sending one of her deadly minions, the deadly Liopleurodon, after the young prince. Finding Eric's ship, the Liopleurodon unleashed its wrath on the prince and his small crew, including his manservant Grimsby, ramming the ship and knocking them into the sea. Eric, on the other hand, briefly managed to get a hold of the ship's wheel and tried to steer it to safety, before the Liopleurodon once again stood in the prince's path. Eric was helpless as the creature rammed the ship again, finally knocking him overboard as Eris gloated. Eventually, Eric washed up exhausted on the shore near Castle Grimhilde, where he was found by Messina, who took him in as a new prisoner.

On the R.L.S. Legacy, the crewmen (with the addition of the artificial robot BEN, whom the Legacy had taken on to serve as the vessel's navigator), particularly Buzz Lightyear and Captain Amelia, attempted to contact the Grand Councilwoman and the Galactic Federation's headquarters, although they didn't receive any kind of response. To make matters worse, some of Zurg's allies stormed the vessel with the intention of capturing the mighty Iron Giant to use as their own weapon. As Zurg's Hornets and Zygon's droids drew in, Booster and XR opened fire on the robots, driving them away. However, Thrax revealed himself, taking out Booster and XR with his deadly claw. Buzz engaged Thrax single-handedly, but was overpowered and beaten back by the virus. As Thrax was about to deliver the fatal blow, Dr. Jumba came to his defense, threatening the being with his blaster gun. While Thrax left the vessel, Zygon stepped forward, challenging the scientist. Jumba blasted Zygon in the face, stripping away some of his flesh and revealing the metal underneath, revealing Zygon's true nature as a cyborg. Zygon then proceed to knock Jumba aside before he prepared to deal with the others. As Captain Amelia and Hogarth Hughes drew their weapons, Orin, Dagg, and Silica were attacked by Warp Darkmatter and his legion of Hornet robots, who fired on their fleeing foes, though their blasts missed the heroes (with the exception of Silica, who received a harmless glancing blow). Darkmatter himself entered the fray, confronting Hogarth and the Iron Giant. In spite of attempt to intimidate the boy, Hogarth managed to blast the rogue space ranger into a nearby wall. The Iron Giant fired another blast on Darkmatter, striking him again. Darkmatter then unmasked himself, revealing his true face to Buzz and the others, shocking them with his resemblance to Lightyear. In the confusion, he launched his mechanical fist on Cale Tucker, knocking the wind out of him. As if that wasn't enough, the Legacy crew was in for another surprise as Scroop, Korso, and Preed revealed their true allegiance. As Buzz demanded to know why the three had betrayed them, Korso explained that he didn't think that they stood any real chance of defeating Zurg and his forces, believing that they needed to stand with the emperor if they hoped to survive the war. Before he could elaborate further and tell them that Silver was also in league with Zurg, Korso was shot down by a misfired shot of Dr. Doppler's blaster gun. Rushing to his partner's aid, Preed threatened the heroes, only to be struck by one of Mira Nova's blasts. Amelia then rushed the remaining members of the Legacy to an escape pod, hoping to escape before any more of Zurg's lackeys showed up, all while Scroop, Preed, and Korso attempted to stop their escape. On their way to the escape pods, Akima Kunimoto was severely wounded by Darkmatter, leaving Cale Tucker to carry her to safety. As the Legacy crew made their escape, Preed fired on the Iron Giant and the escape pod, sending them hurtling down to a nearby planet.

Meanwhile, a mysterious being watched the aftermath of the battle from the surface of the planet, which was actually the fabled Holy Land Tyler was searching for. Knowing it was only a matter of time before Zurg's forces came to look for the survivors and discovered the Holy Land, the being convinced the other Holy Landers to go out and find the heroes first, believing that they might know the whereabouts of the key to the Chamber of Immortality. Meanwhile, the R.L.S. Legacy s crew had all survived the crash, quickly setting about tending to their wounded and finding a place to hide from their pursuers.

Washing up on the shore after escaping the Coachman's circus, Pinocchio and Jiminy Cricket were found by Aladdin and his friends, who had been searching for them after they wandered off. While Esmeralda tried to comfort the puppet boy, she noticed Pinocchio's donkey ears and tail, shocking most of Aladdin's allies. As Aladdin scolded Pinocchio for running off, Esmeralda stood up for him, telling Aladdin that she would make sure he didn't get into trouble again. Aladdin and his friends then ushered the group to meet with Moses outside of Frollo's territory.

In Germany, Queen Grimhilde demanded to know where Ogthar had gotten off to. As Lord Maliss explained that he was in the process of creating an army of dinosaurs to serve her, Hook questioned just how he planned on controlling them. Just then, Ogthar presented himself with new updates regarding his scientific research. He explained that he had managed to construct a machine that would hatch the dinosaur eggs that Rhoga and Thudd had captured, and set on the next phase of testing the machine on said, with Grimhilde's blessing. The Queen gave her permission and questioned the mad scientist about the results. He revealed that some of the eggs originated from the dangerous species of dinosaurs belonging to the Theropod family, in particular the deadly raptors. Narrowing down his choices to three of the most lethal species, Ogthar brought before Grimhilde and her allies the wolf-sized Velociraptors, the human-sized Deinonychus, and the massive Utahraptors, impressing the assembled villains. Though Grimhilde was pleased with the results, El Supremo insulted Hook by pointing out the size difference between the predators' claws and Hook's prosthetic. As the two villains exchanged barbs, Grimhilde silenced them before ordering Ogthar to test his new subjects by letting them rampage through the Pride Lands, with Ogthar complying to Grimhilde's command.

The Battle on the Red Sea

While venturing deep into the wilds of the Native Land, Bambi, Kenai, Koda, Tod, Hazel, and his companions, happened on Carolinus, the benevolent Mother Nature, and the voodoo priestess Mama Odie, who were sent to guide the wilderness heroes into the path of joining the other heroes as part of their goal to unite them and oppose Maleficent's forces. Furthermore, Mother Nature revealed the existence of Hexxus, as well as its release, to the heroes, stating that his next plan was to unleash the spirit known as the Firebird into the mortal world. In doing so, he needed to seek the benevolent Spring Sprite, an elemental being displayed as the "key" to the Firebird's release. Making sure that no evil spirit would unleash its wrath on the world, the three wise folks assigned the heroes to track down a certain noble elk, which in return would guide them to the Spring Sprite, and protect the Sprite from any force that it would threaten it. While reluctant and afraid at first, the heroes found encouragement from the wise folks, who told them to join forces with the other heroes to ensure the Sprite's safety.

Escaping from the Patch of Heaven ranch, Fievel and Mrs. Brisby focused on figuring out a way to save the League from Waul's grasp. Just then, Jeremy and the wisecracking rodent Tony Toponi, who willingly joined their league to contribute the war effort against the forces of evil, revealed themselves on purpose to assist the League by any means. Gladly, Fievel and Mrs. Brisby accept them as they slowly rebuilt their number and strength. As they departed, they were unaware that Tiger was stalking and following them, as the latter was intrigued by the courage of the small rodents.

While surveying through the wilds of Africa, Osmosis Jones' task-force found a cart as well as a mysterious rock attached to it. To their surprise, the rock was revealed to be an alien life-form named Zeek serving under his master Odin (not confused with the false Norse God allied with Haggard and the Horned King), who also made his reveal to the space heroes. As Odin questioned their intentions, the Legacy explained their story about making enemies with Zurg, Tyler, and their associates, giving explicit knowledge of Tyler's pursuit in finding the Holy Land with the use of a mysterious "key". Upon mentioning the hollow region, Odin settled to assist them, although he didn't state the reasons of doing it so, granting them a free ride to a particular location where he anticipated the arrival of a group of heroes, an idea also shared by Zeek. Already convinced, the space heroes, along with Odin and Zeek, set course on Odin's next destination.

Meanwhile in the forests of Wales, Garrett's division ran into Nemo and his crew. The split heroes proposed to join forces with them on the compromise to find a way to rejoin with Darkwolf's group, telling them that they need assistance against the Horned King's alliance. Considering they had had a mutual enemy, Garrett's division accepted them, promising that they would meet with Darkwolf and his companions soon enough. They were also joined by the ranger Aragorn, who was on the look-out for Gandalf, Frodo, and Sam since their separation earlier in the war. As he reconciled with Frodo and Sam, Aragorn decided to join them, as they headed off to rejoin with Darkwolf's party.

Leaving Europe and crossing through the borders of Africa-Asia, Aladdin's party met with Moses, who had yet to find a new hideout to shelter from Frollo and Rameses' inevitable retribution. At that moment, the resistance force stumbled upon a Hebrew caravan, revealed to be Moses' long-distant family including his siblings Aaron and Miriam, having been searching for him and Tzipporah ever since the beginning of the war. At Miriam's suggestion, Aladdin and Moses mobilized their small army to the slopes of Mount Sinai, a region undiscovered by Frollo's forces. In doing so, they needed to traverse through the Red Sea, the only impediment barrier to their path. While the destination seemed long and dangerous, Moses and Aladdin didn't hesitate in abandoning the only safe spot available, moving out with good spirits with Moses' family comforting them.

Already informed by his scout forces regarding Aladdin and Moses' new movements, Frollo and his allies, including Rameses and Tyler, prepared their forces to attack the small army of heroes as they departed from Paris, excluding Ratcliffe, Cortez, and the Colonel, who took care business on the Native Land for the moment. Particularly, Rameses set off to exact his revenge on Moses for leading him into a deprived state following the death of his son.

In Germany, Scar and his forces arrived at Castle Grimhilde, having re-considered the option of joining forces with Grimhilde, although thinking it as a plan that would work in his benefit. Their arrival was not well-accepted by some of Grimhilde's allies, including Captain Hook who rushed to Mr. Smee's aid upon happening on Dil, having suffered a tragic encounter with a similiar crocodile that ate his hand. As Scar and his forces made their acquaintance with the Queen, Pterano took off to find Simba and inform him about his uncle's new actions.

While Littlefoot, Pooh, and their friends wandered into the jungle of the Pride Lands, bent on finding the heroes that Grandmother Willow previously mentioned, they instead stumbled upon Ogthar's pack of raptors. As the dromaeosaurs chased after our heroes, Zazu found the heroes, threatened by the "Raptors", before he would rush to Pride Rock to inform Simba about their intrusion.

Elsewhere, the Medieval Warriors surveyed through the forests of Wales, hoping to meet with Darkwolf's task-force. At that moment, the Horned King and his minions popped up before them, as the necromancer had been aware of their presence in his dominion. When the Creeper ordered the King's barbarians to seize the Warriors, the heroes had no other choice but to fight. One of the King's barbarians tossed a cleaver at Boris, nearly slitting his throat, though Boris evaded his attack at the last second before he would have his head off. Muk and Luk then jumped on a log and used it as a mobile object, knocking the Creeper out in the process. When Curdie, Nemo, and Garrett managed to fend off most of the King's barbarians, the King himself entered in the fray of the fight. He then invoked the spirit of the Headless Horseman before their eyes, revealing to be the source of evil who casted Garrett to his permanent blind state. While the Warriors fled to safety, not wanting to deal with the Horseman's ghostly strength, Aragorn bought time for the others to retreat by creating a diversion, clashing blades with the Horseman. The spectre eventually overpowered the ranger, before he would chase the others. All seemed lost, until the Warriors spotted a bridge and rushed to pass it through the other side, hoping that they would elude the spirit. The plan succeeded, as the spirit lost their trails, before the heroes continued on their journey to meet with the others, as the Horned King looked on.

Returning to Pride Rock, Zazu informed Simba about the "Raptors" intrusion at the Pride Lands, as well as the danger Littlefoot, Pooh, and their friends possessed against the big threat. Simba, along with Timon and Pumbaa, headed off to ward the deadly dino's, promising to secure the safety of the said figures. Meanwhile, Littlefoot, Pooh, and their friends were cornered by the Velociraptors and the Deinonychus, until Simba, Timon, and Pumbaa arrived to their aid. When the Velociraptors and the Deinonychus advanced, Timon and Pumbaa charged directly at their rivals, taking them out with ease. However, they were no match against the Utahraptors' immense appearance and fierce nature, which drove them away. Simba took himself in with the large dino's, eventually besting them with his raw strength. Defeated and overwhelmed, the Raptors were forced to withdraw by Simba's enforcement. Meanwhile, Littlefoot, Pooh, and their friends introduced themselves to Simba, having found the assistance Grandmother Willow mentioned, as Simba led them safely to Pride Rock.

While on their way to free their friends from Cat R. Waul's henchmen, Fievel, Mrs. Brisby, Jeremy, and Tony Toponi, followed by Tiger, stopped by Maleficent's castle on the Forbidden Mountain to search for valuable assets and possessions that would rival the ferocity of their attackers. Fortunately for them, not only the villains were absent, saved only for Lady Tremaine's cat Lucifer and Jafar's familiar Iago, but the citadel had also a tiny collection of ammunitions, originally designed by Mok for most of the villains' lackeys to equip against bigger threats. While Iago annoyed Lucifer with his bumbling, the three rodents managed to infiltrate the base, although Iago's distraction was kept temporary, as Lucifer caught them up on the spot, ready to kill them. As Lucifer was focused on Mrs. Brisby and Toponi, he failed to notice Fievel's attack, who constantly made noises with the use of utensils, frightening the cat, while alerting Iago to their presence. Iago then lept at Fievel, ready to seize him for his master, only for the rodent to slither in a burrow, evading his attack. Meanwhile, Toponi brought time for Mrs. Brisby to recover, kicking Lucifer into the citadel's wall, knocking him out. While Fievel thought he was saved for the moment, a new horror was revealed, as the burrow was seemed to be inhabited by a dangerous scorpion that made it's way to kill the rodent with the use of it's venomous stinger. Luckily for Fievel, Mrs. Brisby and Jeremy arrived just in time to unearth and catch the small rodent, avoiding the scorpion's attack. At that moment, Tiger revealed himself, fisting Iago into a nearby column, before he would depart from the mountain, along with the League. Having been alerted by the commotion, Lady Tremaine and Jafar arrived to examine the situation, only for Iago to bumble about his botched attempt to catch them, frustrating Lucifer, Tremaine, and Jafar even worse.

Told by his lackeys about some of the Dogs trespassing on the Patch of Heaven ranch, the Grand Duke of Owls suggested for a way to stop them, considering them minor nuisances to their territory. Cat R. Waul complied by sending Carface to do the job. Meanwhile, Tramp, Dodger, and their friends were still on their way to find Rowf and Snitter, eventually falling out with the other Dogs and Cats for the moment, As soon as the Dogs were distracted, Carface and his assistant Killer alerted their presence to the animal heroes, as they opened fire with a Tommy Gun. Frightened by the weapon's shots, some of the Dogs were scattered away, though Dodger and Tramp managed to get them up together and flee the scene with Carface expressing his outrage on his lackey for his failure to stop them and Killer making an attempt to shut off his weapon.

Finally arriving at the Red Sea, Moses and Aladdin's party rested in order to figure a way to traverse through the sea and reach the other side. Just then, the group saw armies approaching the site, heralding the arrival of Frollo and his forces, who followed their trails all the way to shoreline, forcing the heroes to fight through their ranks. When a pair of French guards made their move towards the heroes, they were beaten up by Miguel, Tulio, and Altivo. Pete then ordered his Weasel guardsmen to stop them at any cost, only to fail before Omar's fierce attacks. However, he was caught in the distraction by Pete, who incapacitated the youth along with Tack, who arrived to aid Omar. While laughing at their expenses, Pete failed to notice Tack's movements, as he tangled Pete's shoelaces, tripping him in the process. In the confusion, Gaston spotted Odette, while in her swan form, and attempted to shoot her down with an arrow. Seeing through Gaston's attack, Puffin pushed Odette to safety with the arrow missed his target. At that moment, Tyler arrived to cause more trouble for the heroes, as he blasted at Aladdin's flying carpet while the hero made his charge from air, sending him hurling to the ground. As more heroes arrived to aid Aladdin, Tyler sicked his outnumbered Lizardmen army, forcing the heroes to withdraw. The Lizardmen caught up with Ichabod and his horse Gunpowder and tried to slash them with their sword, only for the heroes to evade their attacks before escaping from their path. Meanwhile, Moses was confronted by his previous rival, as Sa'Luk vowed to kill him for his previous actions against him, besting him out with a powerful punch. While Sa'Luk was focused on killing Moses, the Egyptian army arrived to kill the resistance, horrifying most of the non-combatants including Moses' family. Seeing them approaching, Clopin casted a wall of fire to prevent his foes from reaching them, although temporary for most of the heroes to recover. Upon recovering, Moses set to the sea, displaying the will of his lord. Before the eyes of the heroes, Moses commanded his staff to separate the waters of the sea into two directions, creating an opening for the others to retreat. As the wall of fire withdrew, Frollo and his forces saw their rivals gone and the Red Sea's waters clearly opened. Assuming the others had passed into the opening, Frollo and Rameses dispatched the Lizardmen, Egyptian, and Weasel armies to the opened waters, with the Pharaoh taking the lead. Seeing Rameses from a distance, Quasimodo used several ropes to knock the Pharaoh out of his chariot ride as payback for his previous humiliation before escaping with the others. In spite of the short impact, Rameses managed to recover, ordering the Egyptian, Lizardmen, and Weasel armies to kill the heroes. As the heroes rushed to the other side of the Red Sea, the armies followed suit, managing to reach a short distance between their positions. But before they could reach them, Moses commanded once again through his staff to seal the waters of the sea. By doing so, most of the armies, and presumably Sa'Luk (who joined up with them to slay Moses), drowned, while Rameses was swept away by the waters before being dashed into the side of the sea in which he originally came, with the villains looking disappointed on the loss of their mighty army. As the heroes reached the other side, Moses nearly managed to escape from the closing waters before they could flush him away.

While most of the heroes cheered up from losing their tracks and finding a new shelter to hide from Frollo, Moses was concerned about Rameses' condition and stake, considering he grew up alongside with his step-brother in the previous years. In a brief moment, Moses bid farewell to his step-brother while Rameses screamed in wail, expecting a response from his step-brother that would never receive.

Returning to Pride Rock, Simba welcomed Pooh, Littlefoot, and their friends to their inner circle, promising to guarantee their safety from any other force that would threaten them. Just then, Pterano arrived and spoke with Simba and Petrie, revealed to be his estranged uncle. When Simba questioned the reasons of abandoning his family, Pterano explained that he needed to find a new shelter in order to survive without being involved in family matters and the conflict with the villains. He then requested a place to stay at the Pride Lands for better safety with Simba reluctantly agreeing to let him in, though most of his companions were confused about his statements. As Pterano's arrival took an unexpected turn, more newcomers arrived to Pride Rock, as Bambi, Tod, Kenai, Koda, and the Watership Down rabbits revealed themselves to Simba. As the wilderness heroes explained their reasons of arrival to the king of the savannah, the noble elk, which Mother Nature mentioned, appeared, driving the heroes to follow him back in order to find the necessary elemental being that would protect them from the forces of darkness.

Disgraced and humiliated after the battle at the Red Sea, Frollo's forces, including Rameses, returned to Paris to berate each other and their minions for letting the heroes getting away, all the while questioning Sa'Luk's current whereabouts, as he was not seen after Moses enclosed the waters of the sea. While still narrow minded about Moses, Rameses had a brief moment of concern for his step-brother's life, questioning himself about Moses' "conviction", thinking that there might be a person who could interfere in their lives.

At the Wild West, Edmond, Chanticleer, and the Patch of Heaven cows met up with Buck, apparently without his rider Sheriff Sam Brown, and the jackrabbit Lucky Jack, suggesting them to join on their journey to stop Slim and his allies. While Lucky Jack volunteered to assist them, Buck reluctantly agreed to accompany them, although he promised that he would return to his master if they would happen on him on their way.

At the forests of England, some of the Medieval Warriors still debated on their next goals; Taran insisted in striking back at the Horned King's citadel and undo Odin's spell. However, the idea was postponed by his fellow party members, telling him to join with the others first before they could battle the King and his allies. In the proceedings, some of the Warriors, including the Beast, Lady Amalthea, Eilonwy, Robin Hood, and Frodo expressed some concern about Taran's irrorated behavior, as the boy fell deeper into deprivation and corruption by the powers of the One-Ring.

Elsewhere, Amos Slade left his household to meet with Dr. Greed and Alameda Slim for his report. While Slade left, Copper, feeling remorseful for indirectly injuring Chief and letting Snitter getting away, he vowed that he would not hold back the next time they meet, as Steele grinned on him for making his new decision. At the same, Slade met with Dr. Greed and Slim, who also happened to meet with Ratcliffe's acquaintances Mr. Winkie and Mr. Wesley, explaining his failure to kill Rowf and Snitter. As the others scolded Slade for his loss, the hunter swore that he would not miss the next time he would find them.

While helping the injured combatants, the R.L.S. Legacy's crewmen were greeted by Colin's task-force and the Atlantean mercenaries, who joined forces with them to establish their strength against Marcus. The were also joined by Dimitri, Vladimir, and Pooka (still on the look-out for Anastasia Romanov), who requested to join their league in order to survive the conflict. Reluctantly, Buzz Lightyear accepted them into their ranks, although not promising to guarantee their safety.

Arriving at Marcus Octavius' stronghold, Emperor Zurg and Dr. Hamsterviel granted an audience with Marcus, explaining him the reasons of his visit. He proposed to join forces to deal a pressing threat, whom he considered as a valuable asset to their advantage should they managed to control him. While Marcus was not intrigued by Zurg's offering, he immediately gave in, as Hamsterviel revealed the existence of the threat in the form of the Iron Giant, presuming that he would may pose as the Giant's next target if he doesn't take action against him soon enough.

Abandoning Scar's services after the lion joined forces with the humans, Claudandus took refuge at the Patch of Heaven ranch, proposing a seat to Cat R. Waul and Napoleon's inner circle, having already been informed about their victory against the A.C.S.'s members. Waul and Napoleon agreed to let him stay in the farm. Unbeknown to the three of them, they were secretly watched by Wilbur, who displayed fears and concerns for the new management.

While regrouping back at the gorilla territory, Tarzan and his friends were greeted by Richard Tyler, Kex Bradley, Mara, 26, and their friends requesting to join forces on purpose to survive the dangers of the wilderness. While Mowgli accepted them into the jungle, having previously met with 26, Tarzan reluctantly accept them, as he was concerned about bringing more children into danger in his territory.

At the seas, Ariel, Sebastian, and Flounder met with Fly, Stella, Chuck, Sasha, Hubie, and Rocko, proposing to help them on the compromise to assist Sinbad and his crew in their attempt to strike at Grimhilde's forces. Though Fly agreed, not wanting to risk the safety of his companions, Hubie and Roco were reluctant to help them until Ariel mentioned that Marina was captured by Grimhilde's forces as she heard from some of her forces during the time of Sinbad's previous imprisonment, and stated that she needed Hubie's help. Alreadly convinced, Hubie and Rocko, along with Ariel, Fly and their friends, set out to find Sinbad and his crew.

Settling on the slopes of Mount Sinai, Aladdin and Moses' resistance force was greeted by Odin and Osmosis Jones' task-force, who persuaded them to join forces before they could meet with the R.L.S. Legacy's members. While Jones' force revealed their formalities to the rest of the heroes, Odin sought Aladdin and Moses, asking them about Tyler's movements and actions, having already been informed by his involvement in the Red Sea, with the heroes explaining what they knew from the time Tyler was in league with Frollo.

Arriving at the Black God's infernal realm, Hexxus met with the spirit of Chernabog, telling him that the time has come to unleash the Firebird from its slumber and use it to bring destruction and death upon the mortal world; furthermore, he explained that the new deceased souls would give him enough strength to replenish his lost powers if the Firebird was under his control, while proposing a scheme that would usher his coming into the mortal world, leaving the delighted Black God to listen closely to his proposal.

And in the African savannah, the noble elk reached his destination, revealing the location of the Spring Sprite as the wilderness heroes also caught up. Before their astonishing eyes, the Spring Sprite emerged, ready to help those who need recovery from their battles...

Rameses' Atonement

After securing their hold on Mount Sinai, Moses and Aladdin's group of heroes received a new arrival, as John Silver made his way to Earth and approached Osmosis Jones' task-force about Tyler's cruel methods, as he captured innocent children and adults for the purpose to turn them into lifeless fluids, eventually serving their purpose as part of the immortality serum granted for the warlord's conquest. He also revealed to Moses about Tyler's setup, framing him for the death of Rameses' son, revealing that he was the cause of the latter's death. Not wanting to put Moses to blame, Lilo and Stitch secretly ran off to find Tyler before anyone would notice their departure.

On his way to the Coachman's Eccentric Circus, Gee Willikers found Lt. Grumblebee, an old acquaintance of his from the days before the war. He told him about his mission to rescue the elder Pinocchio from the circus posse, explaining that he needed assistance as his duty of as the living consciousness to the boy. Lt. Grumblebee reluctantly assisted his old friend in finding the boy, knowing the dangers the circus posse posed.

In the forests of Germany, Snow White and her newfound friends happened upon a party of four heroes, mainly comprised by the English knight Sir Orin Neville Smythe, the archer Danielle, the woodland elf Giles, and the talking wolf Aragh. They explained that they were sent by Carolinus to aid Sir Peter, Smrgol, and their allies into the battle against the villains. The heroes happily accepted them into their team before setting forward to Castle Grimhilde to free the other Snow White.

Still focused on his foe that he previously didn't obliterate, Jafar approached Hades for a way to kill Sir Peter Dickison, having his own magic backfired in their previous encounter. Hades complied by sending his demonic minions Pain and Panic to deal with the minor nuisance. Though Jafar was skeptical about their capabilities, Pain and Panic obliged, not wanting to encounter their master's wrath.

Making their way to the Palace of Justice, Lilo and Stitch encountered Rameses alone in his private room. The two of them persuaded him into telling his brotherhood relationship with Moses in an attempt to comfort him. However, the Pharaoh dismissed their calls, threatening them to leave him be. At that moment, Lilo snapped up, angrily shouting at him while explaining the Hawaiian saying "Ohana", telling him that a family must be together and that his brother loved him regardless of their differences. Feeling terrible and guilty over his actions, Rameses questioned their reasons of visiting him. Lilo continued to elaborate that Tyler was not the person he could easily put his trust as he was the one who shifted the blame to Moses in the first place. After some prompting, Rameses set out to find Tyler to confirm their statements.

While trekking through the forests of Germany, Snow White's crew ran into the fearsome, yet timid, giant Willie, who wasn't considered a villain in league with Mok and Maleficent, yet he posed a great threat to the heroes who got frightened by his immense appearance. Wanting to intimidate the giant as part of his mission to display his real powers, Sir Peter Dickinson challenged Willie into a fight. While the battle was occurring, Pain and Panic watched from the shadows waiting for the outcome of the fight. In spite of his effort, Peter was easily overpowered by Willie who crushed him with his bare fists. As Willie turned his attention to the others, Stanley stepped forward and displayed his crafting abilities, generating a magical flower before the astonishing eyes of Willie and the heroes. While Willie was distracted, Snow White's crew made their escape. Eventually, Willie's temper was calmed down with Stanley extending his powers, putting the giant into an enchanted sleep. While the the rest of the heroes questioned Stanley about his tricks, Pain and Panic revealed themselves, having become detested of Willie's pathetic defeat. However, they were burned down to crisp by Peter's flaming breath before they were sent to the Underworld by Sir Orin, where Hades and Jafar awaited for them to punish them as they were alerted of their defeat.

Resting in Thebes, Hercules's party questioned their leader about his involvement in the war. At that moment, Eris popped up before the small crew, toying with them. While Hercules was not interest in her games, he soon found himself roped into her trap, as the goddess captured his lover Megara to gain his attention. When Kuzco, Pacha, and Phil rushed to his aid, Eris knocked them flat in response. She then made a deal with the demigod, telling him to give up his godly powers in exchange of saving his friends. To clarify her word as goddess, Eris guaranteed the safety of his friends, promising that the deal would be undone should any of his companions would be killed or injured in any way. Reluctantly, Hercules accepted her offer, giving up his powers to the goddess, while his friends looked on. As part of her promise, Eris released Meg from her clutches, though not before tossing a barrel upon Hercules, furthermore humiliating him. While Hercules' party lamented for the hero's loss of his powers, at the same time they thanked him for his wise decision of choosing to save people over to keep his powers for himself. As they fled from Thebes to seek any form of resistance, Eris gloated at them one more time before departing.

As they set off to the Patch of Heaven ranch, Fievel and Mrs. Brisby happened upon Justin and Mr. Ages, two acquaintances of Mrs. Brisby, who became informed of the League's imprisonment at the ranch. They willingly joined their cause as they tagged the two of them into their destination.

Meanwhile at the Patch of Heaven ranch, Cat R. Waul, Ratigan, and Napoleon delegated the execution of the League's member's, including Prince Hans and Figaro, (the latter two having been captured by the Jack-in-the-Box as a prisoners), including Brer Fox, Brer Bear, Berkeley Beetle, Grundel, the Grand Duke of Owls, the Jack-in-the-Box, and Fidget, as they sought other matters to attend. Before the time could be decided however, Fievel and Tony made their reveal as they used a mobile vehicle to ran into Jack-in-the-Box, taking it by surprise and stunning it, dropping his sword in the process. By doing so, the sword fell into Basil and Dr. Dawson's mouse trap, although not hitting them, tearing it apart, freeing the rodents in the process. As the League were relieved of the rescue party, the rest of the villains rallied up to stop them, with the exception of Fidget who was incapacitated by Prince Hans. When Hunch, the Grand Duke's nephew, attempted to hold them off, Basil amplified the electrical device where Hunch was standing, electrocuting him. Berkeley then made his move, using his cane to knock out Roquefort and Jake. However, he was caught off guard by Bernard who tackled him, putting the beetle out of commission. While distracted, Grundel stepped forward, trampling Bernard under his feet. However, he failed to notice Dumbo's assault, who hustled him aside. Upon recovering, the Jack-in-the-Box turned his attention to Fievel's party, arming himself with the fallen sword, only to encounter Justin, who stood up for Fievel and Mrs. Brisby. While the Box was distracted, though he managed to wound Justin's arm, Fievel used the revolvers he stole from the Forbidden Mountain to shoot through the Box's defenses, taking out his hat in the process. While running over his head, Fievel bumped into Brer Fox and Brer Bear whose intimidate size and frightening appearance horrified the small rodent. At that moment, Tiger came to assist Fievel, quarreling with the two predators. While most of the villains were incapacitated or distracted, the League's members, including Fievel's party, Prince Hans, Figaro, and Tiger took the opportunity to escape, not wanting to risk any further involvement in danger. Some of the villains took their anger on their respective superiors and minions, with Hunch being punished by the Grand Duke while Brer Fox being struck down by Brer Bear for their failure to stop them, while the others looked on as the League escaped.

While preparing herself for any eventuality, Mulan was informed by Jim Hawkins about the disappearance of Lilo and Stitch. Thinking of John Silver's warning, Mulan feared that they went after Pharaoh Rameses to convince him of Moses' guilt. She rushed over to France to save Lilo and Stitch from interfering with Frollo's forces. However, Jim and Odin stopped her, warning her she shouldn't barge her way to Tyler like she did last time. Despite their efforts, Mulan was impatient in finding them, leaving no choice for Jim other than to assist her. As Mushu waited enthusiastically for the expectation, Odin monologued about Mulan's thirst of revenge against the warmonger.

After fleeing from the Patch of Heaven ranch, the League officially accepted Fievel's party into their group, thanking them for rescuing them earlier as well as revealing their formalities to each other. As Fievel reunited with Tiger, Basil and the rest of the League were puzzled in their next move, considering that Cat R. Waul and Ratigan had gathered a majority of criminal rascals. Thinking no other alternative, the League decided to find a larger resistance force to oppose Waul's alliance. Elsewhere, Gee Willikers and Lt. Grumblebee arrived at the backstage of Screweyes' Eccentric Circus where they found Clara and the elder Pinocchio at the moment, the latter still in his comatose state since the circus show. As Clara and her friends wailed for Pinocchio's sleepy state, they scoured the whole backstage to find anything that would help their friend.

On his way to spend his night at a strip club to relax, Tyler and his goons were confronted by Rameses who demanded them answers regarding about his son's death. While reluctant at first, Tyler eventually gave in the evidence, revealing to be the real culprit. Angered, Rameses drew his sword and pinned Tyler down. However, Tyler stood up and slashed Rameses in the chest, heavily injuring him while Lilo and Stitch looked on. Before he could deliver the fatal blow, Jim and Mulan came to the rescue, knocking Tyler off his feet. As Jim lifted Tyler, Mulan noticed the staggered Tyler pinned on the ground. This series of events would led to Tyler's demise should Rameses wasn't presented. Rather than attacking her nemesis personally, Mulan helped Jim in escorting Rameses to Stitch's spacecraft, along with the help of Lilo and Stich, leaving the angered Tyler ranting about the interference of the heroes in his goals.

Willikers and Grumblebee were not the only stowaways of Screweyes' circus, as Louie and Cecilia, having been separated from Cody, the Dogs, and Cats, became attracted in seeing the circus show. As they explored the tent, they found Sarousch who demanded them to leave the circus at once, until Rex and his gang, who had followed the children's scent all the way to the circus, revealed themselves to the magician. Fascinated about their immense size and enchanted intelligence, Sarousch hoped that the dinosaurs would be the next marvelous attraction to the circus. While he persuaded them with sweet talks to join the circus, telling them to digest Screweyes' Brain Drains, which he had obtained from the ringmaster to serve his purposes, Sarousch progressed in using brute methods, as he turned Louie and Cecilia into witless primates. The angered dinosaurs threatened Sarousch to revert the change. The magician agreed on the compromise to join the circus and become the next attractions. Reluctantly, for the children's safety, Rex and his friends gave in with heavy hearts, as they were escorted to the main tent, not before Rex bidding farewell to Louie and Cecilia as the children revert into their previous state.

At the Native Lands, a group of wise folks and mentors gathered at the Grandmother Willow's tree to form a Wise Council and discuss about the state of the war and the action they must take against the villain forces. With Merlin, Mama Odie, Mother Nature, Rafiki, Carolinus, the Great Owl, and Grandmother Willow herself in attendance, the Council was also joined by the wise rodent Nicodemus, Crysta's mentor Magi Lune, the legendary Pagemaster (who revealed to be the person responsible for Richard Tyler's involvement in the war), Irene's ancestor Great Great Grandmother Irene, and the Blue and Good Fairies, who were summoned to contribute their effort in assembling the heroes and strike back at Mok and Maleficent's forces. Before Merlin could elaborate furthermore, an unexpected arrival made it into the scene, astonishing Merlin and his allies in the process, as Gandalf, who had been revealed to have survived his match with Maleficent, stepped forward with hazardous news. While he knew that his initial task in finding the One-Ring to prevent Sauron's influence from taking over this world was a priority, he sensed a pressing threat in the form of Chernabog and his dark faction; thus, he kept aside his quest and rejoined with Merlin, prompting the Council in hastening up to unite the hero forces on Earth and stop Chernabog's evil at any cost. Taking account of Gandalf's warning, Merlin and the wise folks reassumed to their previous mission in uniting the hero forces.

Expressing his outrage on Lambert for failing to stop Mulan and Jim, Tyler was suddenly interrupted by Frollo and his men, who decided to terminate his services in his alliance and sent him to prison for the account of Rameses' death, delegating his arrest to Cortez. Sadly for them, Tyler, who got fed up by Frollo's crusade, brutally slaughtered Cortez as he approached him, horrifying Frollo and his allies. Though Ratcliffe ordered Frollo's infantry to take him by force, Tyler managed to fend them off with his mini-gun. He then fled France along with his men, leaving the infuriated Frollo to swear vengeance on the warlord, though Ratcliffe and the Colonel were concerned regarding about Frollo's mental instability.

Not far in Germany Ogthar, Captain Hook, and Zira sent their primary lackeys: Rhoga, Thudd, Mr. Smee, and Nuka to set traps around he perimeters of Castle Grimhilde's region on orders of Queen Grimhilde. The minions gladly set on their mission to impress their superiors. Deep in the ocean layers, the pilot fish Joe was visited by Ursula, who become aware of Joe's increasing power in the seas by her pets. She persuaded him to join Queen Grimhilde's cause, and in return they would provide him with great supply enchanced potions synthesized by the scientists, who got captured by Grimhilde's forces, as well as great share of the ocean territory, which he would take over for himself. Already convinced, Joe accepted her offer, setting his small army to Castle Grimhilde to serve the Queen.

Back at the backstage of Screweyes' circus, Clara, Willikers, and Grumblebee were still puzzled in finding a way to restore Pinocchio. At that moment, the Blue Fairy appeared before them, having become aware of the boy's misfortune. In light of the children's spirits, the Fairy lent her aid, awakening Pinocchio from his comatose state with a flick of her wand, though she warned them they will be on their own, as she wouldn't intervene the next time they would be threatened. To cheer them up, however, she told them to find new allies to defend themselves from the Coachman and the other forces of evil. After being ousted from France, Tyler approached Dr. Schechter in his lair, now located underneath the circus, pressuring him to make hast in his actions to create serums from the fluids of the innocent children and adults. As Tyler and his party geared up to capture more innocent and harmless heroes so that he would obtain enough immortality potions before his next goal of discovering the Holy Land's waters, they were unaware that Scalawag and Igor had been listening to their whole conversation. Feeling guilty over their actions, the two conmen decided to seek aid from the other heroes to save the captured heroes from sharing a similar tragic fate.

After their run-in with Tyler, Jim Hawkins, Mulan, Lilo, and Stitch managed to preserve Rameses' life all the way to Mount Sinai, handing him over to Moses and Aladdin's resistance force, though explaining them that he was badly injured. As the heroes drew closer to examine the sudden impact, Rameses gained his senses, confessing his wrong ways to the people he treated. As he began to make amends on several heroes who wrong them including Quasimodo, whom he previously tortured, he turned his attention to Moses, explaining that he missed him since his departure from the land of Egypt, telling him that he needed him in the most critical times. Furthermore, he told him that he didn't harbor any evil intentions or resentment to his step-brother, telling him that he was correct to assume that he was misled by Frollo and Tyler. As he gave up his final breath, Rameses confessed his love as a brother figure to Moses, to which the prophet responded with a remorseful change of heart. As the heroes wailed for the death of a misguided person they previously considered as a foe, Mulan expressed her condolences for the tragic loss and the suffering as a means to lift the weight of his burden. While this was going on, Lilo and Stitch approached Mulan and Jim, making an attempt to comfort them, though the heroes explained that they needed private time between themselves. Feeling Lilo's safety, considering her near encounter with Tyler, Mulan and Jim told them to return home and not become further involved in the war. Reluctantly, Lilo and Stich accepted, not wanting to put anyone's life in danger anymore, as they took the spacecraft to Hawaii, unaware that Tyler already set his sights on the island.

The Calm Before the Storm

Gathering her allies, including Scar and his faction, in her throne room at Castle Grimhilde, Queen Grimhilde commenced the meeting, explaining of her plan to eliminate the resistance force, mainly led by Sinbad and Tarzan, that was approaching Germany. In spite of the small tensions between Scar's allies, Scar gave no though of their quarrel, though he questioned the Queen if the meeting would proceed with more additions. To his surprise, Grimhilde showed to her allies the Animal Cruelty Squad before them, explaining that she expected the arrival of the organization through her entrusted scout minions. As McLeach questioned Grimhilde about the sudden call, the Queen said that she had heard about the reputation of the Squad's merciless and cruel tactics, intriguing her though of assimilating their forces into her faction. However, this led to a bigger tension between some members, particularly Cruella who expressed her detestation in working with "savage animals". Furthermore, Scar and Shere Khan provoked the Squad informing them about the demise of their former acquaintance, Dr. Pretorious, as it was told and revealed in Claudandus' perspective, surprising Cruella and her allies (who found the real culprit of their friend's attacker), while also doubting about their capabilities, claiming that they expected a group of "cold-hearted maggots" and not a team of pathetic hunters. As tensions grew between them, Lord Maliss broke them up, speaking on her sister's behalf to continue, allowing for Grimhilde to explain her motives. She explained that she needed both factions, in spite of their past rivalry, in her collaborate plan to finish the heroes, demanding them to work together in their following assignment. As Cruella questioned Grimhilde about their usefulness to her plan, Eris appeared and spoke on Queen Grimhilde's behalf, revealing to be the person working behind Grimhilde's plan. The goddess explained that a majority of heroes would approach the land. In order to strike them down, Eris told of her plan to block all of the escape routes with the assembled forces of the three factions, preventing them from leaving and bringing them on her ultimate trap. When Clayton asked about her real plot, the goddess refused to explain any further, keeping it a secret from the rest of the villains. Though McLeach demanded to know the reasons of trusting her in the first place, especially after releasing the demonic Hexxus into the mortal plane, as well as her acclamations of her word as a goddess, she explained that she indeed kept her world, telling them that all they need to do was to cut down the "marked tree" and keep it for themselves, furthermore elaborating that she didn't mention the existence of the spirit. As Eris finished her talking, Grimhilde explained that she had Ogthar, Hook, and Zira to send their minions to set traps around the terrain of her kingdom and that they must mobilize at once in order to ambush the heroes. While most of the villains left, Scar and his factions remained as they began to questioned Eris' plots. As word of Pterano's disappearance was brought by Scar, Sierra estimated of his current position within Simba's faction. As Zira burst her outrage on the treacherous Pteranodon, Scar calmed her down while demanding to known from Sierra the reasons of joining with his nephew. The Pterodactyl revealed that he was acquainted with his "nephew", Petrie, whom began to soft his feelings and change his wrong ways for the better. Content on the information, Scar and his alliance plotted to frame Pterano in front of his own friends, as they set out to confront their foes.

Outside of Castle Grimhilde, Rhoga, Thudd, Smee, and Nuka worked in setting the traps in which they would ambush the heroes. While Thudd and Smee seemed to be the only ones who contribute their effort, Rhoga and Nuka made several excuses on purpose to avoid the task. Nevertheless, they continued in their work. On Pride Rock, as Simba decided to join the wilderness heroes in their fight against their attackers, Pterano, who was still remained within their ranks, told him about Scar's partnership with Queen Grimhilde, as well as the Queen's plans to get rid of them. As they planned for a counter-strike offensive, an injured seagull approached Simba and his friends. As they tried to help him, the mammal threatened them not to, although he told Hazel and his friends that he came from the "Big Water", outside of Castle Grimhilde where Grimhilde's forces designed their traps. Upon being questioned by Nala, the seagull told them he was Kehaar. Knowing that he was considered an endangered animal, especially if threatened by the villain forces, Simba and his friends let Kehaar on their team to guarantee his safety.

Meanwhile, Ariel and her friends re-joined with Sinbad and Prince Frederic in their counter-offensive against Grimhilde's forces, while being informed about a large resistance force heading towards Germany. When Sinbad questioned the reasons of coming back to them, since she was a mermaid and a former target of the villains, Ariel explained that she had to fulfill her vendetta against Messina, the reason of driving the mermaid into the conflict. While this was going on, Hubie revealed to Rocko and Tiana about his desire to meet with his mate Marina. As Tiana flattered Hubie for his affection, the penguin told her of his plan to find a suitable gift to mate with her, revealing the small "pebble" (which at the same was the lost part of the "key" that Tyler sought) he acquired for her. While Tiana, Naveen, and Rocko examined the peculiar "pebble", Sinbad set forward to the coast of Castle Grimhilde to meet with the resistance.

The Dogs and Cats eventually found Rowf and Snitter after their separation. While the two of them talked about their near death encounter with Amos Slade, several animals revealed themselves to the group, as Bambi's mate Faline, the kind Vixey, and the mysterious Tod (not confused with Tweed's adoptive fox), joined their league. It was soon enough revealed that they were guided by Magi Lune, who revealed herself to the animals, explaining that they needed to meet with the wilderness heroes and aid them in their battles against the villains. The group set off to find the heroes Magi Lune mentioned, though they were unprepared to deal with the most powerful forces they shouldn't be reckoned with.

Returning to their residence in Hawaii, Lilo and Stitch found Nani and David mysteriously absent. At that moment, Cobra Bubbles arrived to tell them that they were captured by Tyler, along with the other parental figures. He also warned them to remain in their house while he would contact the local authorities as well as the Galactic Federation for aid to capture the criminal. At the Wild West, the Patch of Heaven's cows, Edmond's friends, and the Fearless Fours members met with Spirit, Rain, and Little Creek informing them about Napoleon's complete control over the ranch and that they needed their help to depose him. Having become familiar with the animals since his stay at the farm, Spirit agreed to help them as they set course to the ranch.

Still imprisoned in Mok's facility, Jasmine, Angel, and Yum-Yum, now joined by Anastasia Romanov (who was thrown into the facility by Lady Tremaine on Mok's orders), debated for an escape plan. As things seemed loomed for the heroines, the Schlepper Brothers' younger sister, Cindy Schlepper, broke into their cell. As they were puzzled about her intrusion, Cindy's kind nature earned their trust, as she proposed to find a way escape from the facility. No sooner than she did, all of the heroines escaped with Cindy. At the same time, Mok finished the final process of his grand marvelous plan, though not before being interrupted by the artificial programs of his super-computer.

As Sinbad's crew came ashore, they ran into Tarzan and his resistance force. As they explained the severity on the situation regarding about the counter-strike offensive against the villains, they got ambushed by Grimhilde's forces, who stepped forward to capture them. With the combined power of the Animal Cruelty Squad's members, the forces of Grimhilde, and the Velociraptors of Ogthar, the heroes got frightened by their vast numbers. However, Tarzan, Terk, and Kerchak managed to drive off the first squadron of the Velociraptors, although more were drawn into the battlefield. Terrified, Ariel, Sebastian, Flounder, Hubie, Rocko, Fly, Stella, Chuck, and Sasha retreated underwater to escape the threat. Meanwhile, McLeach and his pet-sidekick, Joanna, caught up with 26 and her companions. While Kex Bradley managed to topple Joanna with his skate-board, he failed to notice McLeach's assault, as the poacher tossed a knife upon him, losing his balance and eventually falling into a sand pit. As Clayton set Sabor and Lumpjaw on the loose, Richard Tyler entered the fray, swinging on a vine, knocking Sabor off her feet. While Kex was slowly smothered in the sand pit, Jane Porter came to assist, saving the boy from becoming enveloped in the sand. At the same time, Lumpjaw made its move, turning his attentions to Richard and his companions. As he charged directly at Fantasy, the book shoved him back with a blast of her wand before fleeing to safety, along with Richard, Adventure, and Horror, 26, Kex Bradley, Mara, and Spazz. As things wouldn't get worse, the Velociraptors cornered Tarzan, though the ape lord managed to evade their attacks by sliding at a large canyon with the dinosaurs following in hot pursuit.

As they plunged deep into the seas, Ariel, Hubie, Fly and their companions stumbled upon Ursula, Marina del Ray, and Joe, where they had been expecting them. When Joe gave the order, the Crab General, revealing to have survived his match with Sebastian, led the marine crab soldiers into battle formation while del Ray sent her personal eel sidekicks and the massive white shark Glut to deal with the minor nuisances. As Fly, Stella, Chuck, and Sasha whisked away from the threat, Glut pursued them on their trails, leaving no choice but to trick the shark. They eventually passed through a porthole in a shipwreck cove, leaving the shark trapped under the weight of the porthole. Meanwhile, Hubie and Rocko were chased by del Ray's eels. Despite their efforts, the eels were tricked by the penguins' dexterity as they became trapped and enveloped in a mass of their own tangled bodies. Displeased by their performance, Joe took matters into his own hands as he further drank from the enchanted potion, slowly becoming a monstrosity, and challenged the heroes personally. Terrified, the sea heroes retreated back into the surface, much to Ursula's chagrin.

Still on Pride Rock, as Pteraro continued to explain about Queen Grimhilde's goal to eliminate the heroes, including Simba and his friends, Bambi and Blackberry sensed a pack of unfamiliar animals approaching the formation, heralding the arrival of Scar and his forces. To make things worse, Scar, on a note to frame Pterano, seemingly congratulated his ally for tracking Simba and his friends, making it seem that he was still conspiring with his uncle in overtaking his kingdom. Furthermore, he explained that Pterano was just deceiving them so that he would led them to his trap, leaving Simba furious for his "betrayal". Surprised by the twist of events, Pterano attempted to clarify and reason with Simba. This action, however, had to be postponed as Scar's allies attacked at the heroes, leaving no choice but to fight back. As Nuk, Yak, and Sumak made their move, Simba beaten up back in return. While Niju assaulted Kenai, Woundwort took on the One Hundred inhabitants, not before he was stopped by Tod, who fought him personally, distracting him long enough to usher the others to safety. At the same time, Bambi took out Woundwort's rabbits by surprise before the could even attack. In spite of his efforts, Tod was injured in the fight with Woundwort. As he was left on the verge of death by the general, Tigger rushed to his aid, knocking out the rabbit general with a strong bounce. Drake then appeared before Piglet, frightening his wits with his immense appearance and intimidated size. As Rabbit came to assist, he was smacked away by the penguin. However, he was caught off guard by Nala, who overpowered him with ease. While Rabbit attempted to hide from his attackers, he was found by Kaa who hypnotized him before he could devour him. Spotting Rabbit in danger, Cera arrived to his aid, dropping a large rock at Kaa's head, knocking him out. As Scar's hyenas approached the heroes, ready to kill Littlefoot's friends and the Watership Down rabbits, Big Wig stood up for them, whacking Shenzi off in the process before he ushered his companions and friends to safety. Meanwhile, Ozzy and Strut re-met with Timon and Pumbaa, reminiscing their previous encounter and humiliation, before taking out Timon. As Scar and his allies overwhelmed Simba and his friends, all things seemed loomed for the heroes. Before they could reach them, however, a demolition triggered at the cross line between their ranks, toppling down a barrage of rocks, preventing the villains from reaching them. On the other side, Simba found the cause of the demolition, as King Louie and his Bandar-long arrived to assist the lion in his battle. They then guided Simba and his friends out of Pride Rock, leaving it under Scar's rule.

Setting course on his next goal, Tyler arrived in Hawaii, hoping to take Lilo hostage with intentions of using her as amongst the victims that would conduct his immortality potions as well as getting back on her for revealing his plans to Rameses. As he blew up a major part of her household, Tyler disembarked from his spacecraft to capture her, only for Stitch to come to her defense, challenging the warlord personally. As Tyler opened fire, Stitch parried most of his shots, sending them back to him, knocking him off. Stitch them proceed to use a chainsaw and brutally butcher him, leaving him dead. As they attempted to escape, Lilo and Stitch horrified as they watched Tyler emerging from his near dead state while his wounds healed from the serum he drank. He then took out Stitch before abducting Lilo, taking her into his spacecraft, with Stitch following them in hot-pursuit.

After getting away from the Dromaeosaurs, Sinbad's crew and Tarzan's resistance force ran into Grimhilde's chief lieutenants. As Mowgli tried to catch up with the others, he ran afoul into Messina, who transformed into a cobra before mesmerizing and catching the young cub in her coils. Before she could kill him, however, Bagheera came to his defense, smacking Messina aside, freeing the hero from her grasp. At the same time, Dil and Ichy set their targets on Tiana and Naveen, ready to devour them alive, only for them to escape. While this was going on, Sinbad and Ariel confronted Captain Hook and his crewmen as the pirate decided to strike back at Sinbad for his previous misfortunes. The Neverland pirates managed to overwhelmed the Arabian pirates with a sheer cloth, including Sinbad's mate Marina, while Hook managed to take out Sinbad by surprise. As things wouldn't get worse, Morgana and Lord Maliss revealed themselves to Ariel and Prince Frederic, the latter catching up with the rest of the heroes, with the Queen's brother using his powers to seal Ariel into a magical barrage, preventing her from escaping. While he was distracted, Tarzan was struck down to his knees by El Supremo, forcing the ape lord into submission, while the commander's soldiers incapacitated Kerchak as the ape came to his aid. Finding Tiana on the spot, Tzekel Kan turned Tiana into a human. He then made a deal with her, explaining that she would stay that way for the rest of her life if she would abandon her friends and her allies, with the rest of the heroes anxiously watching on. While reluctant at first, Tiana mustered the courage to turn against the deal, much to his astonishment, forcing the shaman to undo his changes, turning Tiana into a frog once more. As the fight continued, Morgana summoned a massive wave of magic that sent Scotty and Daffers reeling away. It was up this moment that Frederic, the only remain hero who could fight, stepped forward to the barrage of Ariel, using his mystical powers to release the mermaid from her imprisonment, though at the cost of overusing his powers to the full, leading him to weariness and exhaustion. As the prince fainted out, the remained heroes fled deeper into the wilds to escape from the villains, leaving Sinbad, Tarzan, Kerchak, and Frederic to be captured by Grimhilde's allies, ready to deliver them as new hostages.

Passing by Grimhilde's territory, the Dogs and Cats, including the animal heroes that were sent by Magi Lune, were suddenly ambushed by the ACS's members, who made their move to capture them alive. While Amos Slade opened fire with his rifle, the faction's hound dogs, including Steele, Roscoe, Desoto, approached the hero party, charging directly at Fagin and Dodger. While this was going on, Edgar set his sights on Robespierre, though the cat was kept as a distraction for the butler, as Jaune-Tom caught him on guard. While distracted, Danny was hit by Alameda Slim to the ground as Sawyer looked on. At the same time, Farmer Jones encountered Thomas O' Malley, Duchess, and her kittens, throwing them various objects to stop them on their tracks. Meanwhile, Madam Medusa confronted Rowf, Snitter, and the Tod (now allied with the two dogs), dispatching her lackey, Mr. Snoops, to deal with them. Before he would seize Snitter, Rowf came to his aid, biting his hand, freeing him from his grasp before escaping as Snoops uttered his pain. Spotting Tom and Jerry in the fracas, the Willie Brothers attempted to capture them only for Jerry to knock them out with a barrage of weights, dispatched by a flying airplane, while hurtling a rotten banana directly at Horace Badun, splatting his face. As he recovered and joined with Jasper in his attempt to strike Tom down, the cat used destroyed a section of a nearby wall with fireworks, toppling it under the thugs, crushing them underneath the rumbles. While distracted, Charlie Barkin, Pongo, and Dodger were caught off guard by Desoto, Ferdinard, and Steele who defeated them with ease. Eventually, Francis encountered Cruella, leaving the two leaders of their respective factions to fight for their lives. In spite of his efforts, Francis was beaten by Cruella, who attach him with a chain before sending him reeling away. As Cruella was about to deliver the fatal blow, Hazel made his reveal and rushed to Francis' aid, knocking Cruella off her feet. He was also accompanied by the rest of the Watership Down rabbits, the animals guided by Magi Lune, Simba and his loyal allies. On an interesting note, Faline reunited with Bambi while Vixey bonded with Tweed's adopted fox Tod. As they realized that the odds of fighting them turned against them, the animal heroes retreated into the deep forests of Grimhilde's territory, much the to the dismay of the ACS's members.

Meanwhile in the Native Land, Ratcliffe settled forward in expanding his territory, as the Colonel eagerly listened. At the same time, the Patch of Heaven's cows, Buck, Spirt, Rain, Little Creek, Edmond and his friends, and the Fearless Fours members stumbled upon their territory while on their way to return to the ranch. As Spirit closed in, Ratcliffe's dog, Percy, alerted their presence to Ratcliffe, who ordered his men to seize them at once. When a soldier of the Colonel drew closer to Buck, he was knocked out by the horse's hooves. While the rest of Ratcliffe's settlers armed themselves with riffles, Edmond seized a discarded flashlight on the field and turned it on the direction of Thomas. While he was distracted by the flash, Thomas fired a mislead shot beneath Ratcliffe, furthermore angering him. Meanwhile, Ben attempted to beat Spirit down with his riffle, only to be caught off guard by Tortellini who stopped his advance. Seeing an opening, Little Creek and Rain foolishly charged at Ratcliffe, despite Spirit's protests to stop. As it turned out, Ratcliffe shot at Rain, stunning her, before she was plunged into the raging waters of a river near Ratcliffe's territory, along with Little Creek, as the rest of the heroes looked on. Although Little Creek managed to get a hold on a large rock, he was caught in the act once again by the Colonel, who was set in killing the Lakota warrior. Coming to his defense, Maggie charged forward at the Colonel, knocking him out of his horse ride. Seeing Rain sweeping through the river, Spirit, along with the Patch of Heaven's cows, Edmond and his friends, rushed in to save her life. Unfortunately, they were all dragged down a near aqueduct, in spite of their efforts to turn against the tide. As Ratcliffe was prepared to seize Buck while the Colonel was recovering, he turned his attention to Thomas, admonishing him for his failure to use a weapon properly.

Back in Germany, Sinbad's resistance force as well as the wilderness heroes reached up a ruined temple in the deep forest as the combined forces of Grimhilde, Scar, and of the Velociraptors pursued them, cornering them so that they wouldn't be able to escape. Before they could seize them, however, Simba, Littlefoot, the One Hundred Acre Wood inhabitants, the Watership Down rabbits, and the animal heroes arrived, alerting their presence to both parties, shocking the villains while relieving the other heroes. Though Lumpjaw attempted to pick a fight, he was beaten up by Jaune-Tom's punches. When Sabor closed in, Danny pulled him over with ropes, hoisting him entangled in the air. At that moment, the A.C.S. arrived to assist Grimhilde's forces. While Ursula was kept distracting, Cera toppled a large rock upon her, crushing the sea-witch. Madam Medusa then dispatched her alligator pets after Littlefoot, nearly succeeded in eating him alive if he wouldn't hide in the temple's small opening, all the while Amos Slade shooting at the Watership Down rabbits, wounding Hazel in the process, while Winnie and his friends looked in horror. As Grimhilde's forces cornered the small army of heroes, they suddenly stopped, as Tyler flew through the territory, surprising the villains and the heroes before disembarking from his spacecraft in the process. He then took Fagin hostage, seeing him harmless enough, hoping to use him as one of the victims for the experimentation test on his immortality serum. However, Ariel came to his defense, fighting off the warmonger, before she was pummeled to the ground by him. As Tyler was ready to strike her down, Oliver sneaked in, biting Tyler's rear, causing the warrior to scream in pain, allowing for Ariel to escape from his grasp. Simba then charged forward at Tyler, as the warmonger threw Oliver away, knocking him off his feet. Seeing the odds turning against him, Tyler revealed a concealed gun and shot Simba, plummeting him down the gorge, horrifying Nala and Ariel in the process. While Simba was recovering. Ariel threw herself up on Tyler as an act of outrage. In doing so, however, Tyler, indirectly, shot one of the temple's pillars, destroying it. As both parties looked on, the temple was about to collapse. While Tyler retrieved Fagin and escaped the destruction, Grimhilde and her forces also departed immediately, followed in suit by the heroes. While everyone was still standing, King Louie ushered the heroes to safety, bringing them time as he held off the destroyed pillar's position, though at the cost of his life as he was buried alive, as the despaired Pterano looked on.

Washing up on the shores of the rocky waterfalls of the Native Lands, the Patch of Heaven's cows, Chanticleer, the Fearless Fours members, Buck, Little Creek, and Spirit found Rain injured and barely clinging to live. While they wished to help her in any way, the heroes got spotted by Ratcliffe and the Colonel, who ordered his men to seize the animals for the ACS. In spite of his efforts, Spirit was forced to give up on Rain, as he was taken by Ratcliffe's men. In the confusion, the Fearless Four and Chanticleer managed to escape. Escaping to a habitat near Mount Saint Helens, the wilderness heroes, now included by Sinbad and Tarzan's forces, the Dogs and the Cats, regrouped to check up on everyone before they were confronted by Pterano. He pleaded for mercy to Simba, explaining that he didn't know the outcome would result in their tragic situation. When Petrie attempted to stand for him, Simba silenced him up before turning to Pterano. By vote of every single hero, including of Simba himself, the pteranodon was sentenced to exile, reminding him to think about the crimes he committed. Without evidence to prove his guilty verdict, the remorseful Pterano fled the heroes' hideout as Ariel and Petrie looked on.

On Mount Sinai, as Aladdin and Moses' resistance force was still sulking over Rameses' death, Merlin arrived with an urgent mission to deliver at Aladdin and Moses. He explained that another foe planned for his uprising in the mortal world, sealing every hero's fate, should he would be freed from his imprisonment. As everyone was listening, Merlin showed them a vision of Chernabog, the demon responsible for most of the villains' attacks, astonishing Moses. The wizard told Moses of his mission to stop Chernabog, as it was foretold by a prophetic vision that he would stop the demon's advances. Furthermore, Merlin tasked an assembled force led by Aladdin and Jim Hawkins to investigate the activities of some of the high-ranking villains, who had been recently spotted in Club 666 in New York City, while he would rally the Wise Council to support the resistance. Aladdin and Jim's task-force departed, leaving Moses in charge of the resistance force.

On the Forbidden Mountain, word of the heroines' escape was revealed to Maleficent and Mok, who were frustrated on their minions for letting them go. Learning that not only the heroines, but also some of the other heroes would seek after them, the Schlepper Brothers volunteered to capture them only for Mok to stop them in their advances. He told them to track down the heroes, although without interfering in their actions. He then ordered them to get Eris and an acquaintance of his, known by the name "What's Her Face" as Maleficent curiously listened.

As Aladdin and Jim's task-force arrived in Club 666, the team looked on as Gaston, Jafar, and Thrax made their way to the night club, which was acting as a neutral zone, and spent a nighttime of pleasure before heading to their assigned duties. Although the heroes decided to look for a way to infiltrate the night club undetected, they found themselves uncomfortable by Osmosis Jones and Drix's facial changes. Nonetheless, they entered the club without paying attention to the Federation's officers' changes. At the same time, the escaped women guided by Cindy Schlepper arrived in Club 666, who reluctantly entered the club on Cindy's desire to dance on stage. Encroaching inside, the heroes found a large crowd, filled with people of any kind, as well as the villains, who spent their time watching Holli Would performing on stage as the main event of the show. While trying to get along with the crowd, not wanting to gain any attention, the heroes kept their eyes on their pursuers.

Eventually, Jafar, who became cautious of the heroes' intrusion, departed from the stage into the backstage of the club, where he was followed by Aladdin, Abu, Omar, Dizzy, and Stretch. While they tried to catch up with Aladdin and Omar, Dizzy, Stretch, and Abu were suddenly captured by the Schlepper Brothers, who wanted them out of the picture. Now alone, Aladdin and Omar were busted by the sudden reveal of Mok and Jafar. As Aladdin and Omar kept listened to the villains' threats, they were shocked to see "Jasmine" and "Angel" tagged along with them, telling them that they were now theirs and theirs alone. As Omar and Aladdin broke down, the Schlepper Brothers captured them, ready to be shifted into Mok's zeppelin. As the show came to an end, Mok and Jafar congratulated "Angel" and "Jasmine"'s performance, who were revealed to be the actress "What's Her Face", and the goddess Eris in disguise. At the same time, Mickey, Donald, and Goofy were captured by one of the traps of the Schlepper Brothers, as Pluto looked on horrified. Elsewhere, Thrax's henchmen spotted Jim, recognizing him from the Benbow Inn's incident. Arriving to his aid, Mulan dispatched many of Thrax's henchmen, though she looked on as Thrax overpowered Jim. Rushing to his aid, Mulan distracted Thrax long enough for Jim to escape from his grip and blast at his claw with a freezing ray. Wanting to preserve strength, Thrax retreated. While keeping up with the crowd, Osmosis Jones was busted by Gaston, who unintentionally smashed his facial change and revealed his rank as a Federation agent. Recognizing him as a threat, Gaston and his buddies started a brawl, though most of them started to fight one another. Nonetheless, Jones managed to received a blow from Gaston himself. While still dancing, Cindy Schlepper was called off stage by her brother Toad Schlepper who warned her not help the heroes again. The distraught Cindy left the Club 666, never to be seen again.

In the confusion, Pluto met up with the real Jasmine, (as well as with the other women), having been close with her during Mickey's stay in Agrabah. They were also joined by Jim, Mulan, Osmosis Jones, and Drix, who were relieved to find some of the escaped persecutors from the villain forces. However, they were shocked to realize that Aladdin, Omar, Mickey, Donald, and Goofy were captured by Mok, who was currently ascending the skies with his zeppelin, as Pluto pointed out. Recognizing the danger they posed, the heroes decided to return to Mount Sinai and bring some reinforcements to free their friends.

The Darkest Hour on Earth

Returning to their stations after the Club 666's incident, the villains pressed course for immediate action to stop the heroes. Maleficent, in particular, arrived at the Horned King's citadel and proposed an offer with the King and his allies. Having been informed by Mok about the current position of the heroes, Maleficent suggested to combine their forces, alongside with the Bakshi Bunch and Prince John's factions, and strike at the forests of Wales and the slopes of Mount Sinai. She demanded, however, to split their forces into two groups and take a portion of his forces, with the witch also exchanging her own forces, to his benefit, in order to fasten up and fulfil Mok and Eris' designs. The King complied to her offer as he began to mobilize. While this was going on, Blackwolf took the opportunity to rally the Bakshi Bunch's armies on the King's top tower, inspiring them to attack the heroes with the use of enhanced technology, as Saruman, Nekron, and Queen Juliana eagerly listened.

On Mount Sinai, Odette was transformed back into her human form (as Facilier's spell worn off due to being exposed to broad daylight), while Moses and Merlin's allies looked on. Quasimodo then approached her in an attempt to comfort her. Realizing that he had feelings for her, Odette explained that the only way to break the curse is through a vow of ever lasting love, in her case reuniting with Derek. Still, Quasimodo insisted on helping her reunite with her prince, as Odette thanked him for his support. While this was going on, the Baghdad thief, who managed to reach the resistance's position, began stealing properties from the heroes, an act seen by Ichabod, although losing them at a nearby lake, leaving him at the mockery of a caravan camel. Regrouping at the forests of Wales, Garrett's division met up with Nemo and Darkwolf's parties, now joined by Avatar, Peter Pan, and their fairy friends. Having formed a newly formed army, Garrett began to mobilize against the King and his followers. While Garrett rallied the Warriors, Taran was still left narrow-minded; being corrupted by Sauron's mind.

Encamping near Marcus' stronghold, the R.L.S. Legacy converged to discuss for a surprise attack on Marcus' base. While planning a strategy to surprise the enemy, Cale brought the fact of the Iron Giant's function against hostile enemies, considering him much of a threat rather than an asset. While Hogarth assured everyone that the Giant was on their side, Lightyear was left puzzled about the Giant's capabilities. At the same time at Marcus' stronghold, Emperor Zurg and Marcus decided to combine their forces to take down the R.L.S. Legacy's members, as well as capturing the Iron Giant. Securing the loyalties of Kent Mansley, Rourke, Shan Yu, and the Drej Queen, Zurg lent Marcus his army and proposed to hold off the Legacy's main force, while he, Hamsterviel, and Rourke would deal with the Giant personally.

Returning to the Forbidden Mountain, Maleficent revealed her plan to her subordinates, giving them new assignments to attack the heroes' hideouts in Wales and Mount Sinai. While the witch sent her army to their positions, Mok retreated back to his headquarters for a disclosed mission. Elsewhere, Eris met up with Hexxus, setting in motion her deadly scheme. Particularly, she proposed Hexxus to seek after the Spring Sprite, who would fall into the their trap at the right moment. As Hexxus gloated on, he began to use the lumber machine the ACS left behind in order to fuel his goal of everlasting pollution and destruction.

Back on Mount Sinai, the resistance led by Moses couldn't help but shake the feeling that something was amiss, especially since the prophet was absent for the time being. Soon enough, their guesses proved correct as the Horned King, sent by Maleficent to invade Sinai, arrived with a force consisted of Lady Tremaine, Facilier, Rasputin, Zigzag, the Snow Queen, Queen Gnorga, King Llort (the consort of Gnorga), and Madam Mim. As a test to intimidate the heroes, Mim morphed her face into that of a hog, horrifying Tulio and Miguel. Lady Tremaine went straight to Odette, indenting to capture her. However, Puffin came to her defense, knocking Tremaine's cat, Lucifer, aside. Not only him, but also Quasimodo rushed to her aid, threatening Tremaine not to touch Odette. As Rasputin decided to aid Tremaine, he was caught off guard when a canon ball was blasted into the direction of Quasimodo, driving him away. To the surprise of both parties, Tyler was revealed to be responsible for the attack as he made his way to Sinai to capture another target, though not before killing Quasimodo for his amusement. Thinking quickly, Ichabod launched himself up to Tyler, providing diversion long enough for Quasimodo to regain his senses and rejoin with the others. Unfortunately, this attempt costed his life as Tyler brought a driller and bore through Ichabod's chest, brutally killing him, as the others looked on horrified. He then tossed the corpse aside before turning to his real target, Esmeralda. While she managed to knock Tyler off his feet with a metal rod, she was overwhelmed by his team of scientists. When Phoebus attempted to help her, he was knocked out by another scientist. Just as he would depart with Esmeralda, Tyler was confronted by Aladdin and Jim's task-force, including John Silver, who arrived just in time to help the others, much to Tyler's chagrin. When Odin threatened Tyler, the criminal attempted to kill the extraterrestrial, though he was forced back by Jim's gunshots. In his predicament, Tyler brought time for himself, explaining that Silver was an undercover agent of Zurg. As the heroes were distracted by this new revelation, he took the moment to retreat back to his space craft. At that moment, Stitch arrived too late to see Tyler fleeing the scene. During these moments, Stich and Mulan witnessed Lilo one more time; being captured in Tyler's pod. As Tyler left, the confused villains directed by the Horned King continued their previous skirmish, with Lady Tremaine and Facilier teleporting Odette and Lady Juliana to the King's dungeons, as Quasimodo, Puffin, and Anastasia Romanov helplessly looked on. Confronting Tack, Facilier menaced him with his cane; being attached to the cobbler's neck, ready to kill him. However, Yum-Yum, who managed to reunite with her lover, came to his defense, and tossed a rock at the voodoo master, driving him away. Fed up with their advances, Jasmine stepped up to confront the villains. However, she was forced back by the Snow Queen, who fired an icy blast at the princess. Noticing Stitch, Rasputin fired a magical bolt at him; to his surprise, however, Stitch caught the bolt and sent it back to the lich, severing his hand and his familiar Bartok. While threatened by Zigzag, Alice consumed two Wonderland mushrooms, causing her to turn into a giant, much to the shock of Zigzag and several heroes. In spite of her efforts, however, Gnorga proved to the quite efficient against Alice, performing a necessary spell to make her cry non-stop, with her flooding cries washing away several heroes, including Osmosis Jones, Drix, and the Baghdad thief. As Gnorga continued to taunt with her rival, Jim's alien pet Morph bit her tail, distracting her, causing the spell to wore off, though she managed to take out the being with a swing of her tail. Zigzag then used his own magic to revert Alice back to a normal human-sized form. Overwhelmed and overpowered, the heroes started to lose hope until Moses finally arrived to assist the heroes. As the villains were forced back, the Horned King decided to face the prophet himself. No sooner than he did, Moses used his staff to reveal his lord's will unto the staff, splashing the King with waters from a nearby pool of water, causing the effects of Moses' lord's will to blind the King temporary. Threatened by the powers of the prophet, the villains withdrew from Sinai as Moses looked on.

In New York, the R.L.S. Legacy snuck near Marcus' stronghold, witnessing Rourke, Mansley, and Korso's arms trade to supply Marcus' army. Suddenly, the Legacy fell into an ambush, as the villains were alerted of their arrival, dispatching their minions, mainly consisted of Zurg's Hornets, Drej soldiers, and Zygon's droids. Although the Drej targeted Lightyear, the space ranger acted first, blasting them away, though ge got caught by Hornets. As more Hornets and Drej cornered the rest of Lightyear's team, Booster and XR fended off their foes with their weapons, while Mira fled to help Lightyear in his fight with the robots. At the same time, the Drej pursued Amelia, Doppler, Jumba, Cale, and Akima, though they were driven back by Amelia and Jumba's firepower. As Lightyear managed to free himself from the robots while Mira was waiting for him, the ranger saved the Tangean princess from Preed's shot. Just then, Zygon, Thrax, Mansley, Korso, and Marcus himself revealed themselves to the Legacy, warning them to surrender if they want to survive. However, the distraught Milo charged on Korso, though the traitorous mercenary evaded his assault and pounded him up first. Meanwhile, Thrax and Mansley attempted to make a stand against the Atlantean mercenaries. Though Mansley was thrashed out by Joshua Sweet, Thrax had better luck, beating the mercenary Gaetan Moliére with his finger claw. As Jumba charged into Zygon's droids, destroying some of them with ease, he was shot by Zygon's blasts. Meanwhile, Lightyear and Mira confronted Marcus, who sent his servant, Kyala, to challenge the space rangers. Due to her agile abilities, Kyala managed to escape from their grip. While Booster and XR were still focused in their fight with the Drej and the Hornets, more foes appeared on the field of battle, as Scroop, Gantu, Darkmatter, and Shan Yu revealed themselves to Julie, Colin, Germaine, Dimitri, and Vladimir. Though Darkmatter struck a blow at Germaine, he was caught by Julie's attack, who sucker-punched the renegade ranger, knocking him away. At the same time, Dahlia faced Gantu and his division of Big Hornets. While she was pulled back by Gantu's plasma gun, she managed to destroy the Big Hornets. As more Hornets were summoned, Colin destroyed them with his katana sword. Shan Yu, on the other hand, turned to Dimitri and Vladimir, overpowering the conmen effortlessly. At the same time, Scroop found the crew of Valkyrie, besting Gune, Akima, and Cale alone. Meanwhile, Orin, Dagg (who were onboard on Arthur), Hogarth, and the Iron Giant were ambushed by artillery tanks controlled by Zurg, Rourke, Helga, and Hamsterviel. With Zurg dispatching his Hornets to distract Dagg's crew, Hogarth and the Giant were left alone to face Zurg's remain allies. As Rourke's mercenaries fired at the Giant's position, Hogarth and his guardian decided to retreated, although they were being followed by Zurg's men. While destroying some of the Hornets with the ship's mounted guns, Arthur was damaged by the firepower of the remain robots, sending it hurtling down to the ground. As the Iron Giant also flew to the skies, along with Hogarth, he was chased by Rourke's mercenaries onboard of their airplanes. While the Giant managed to destroy an airplane, he was caught by Helga's opening, who dropped a bomb upon the Giant's position, taking him down. As both Arthur and the Giant descended, Zurg, Hamsterviel, Rourke, Helga, Mansley, and General Rogard moved in to capture the fallen heroes.

Passing by a valley near the Horned King's fortress, the Medieval Warriors were ambushed by Maleficent's group of villains, comprised by Jafar, Hades, Ruber, Rothbart, Clavious, Zelda, Prince Froglip, King Haggard, Abis Mal, the Queen of Hearts, Odin, Yzma, Kronk, Creeper, Ommadon, Nekron, Prince John, and the Sheriff of Nottingham, who revealed themselves to the heroes, hoping to end their journey forever. As Beast warned the villains not hurting his friends, he was bested by Rothbart's magical blast, horrifying the heroes. Stepping forward, the Genie tried to stop Rothbart, Clavious, and Zelda, shooting a blast directly at Clavious, only for the sorcerer to deflect the blast at Rothbart's lackey, Bridget. Distracted, the Genie was blasted away by Zelda's powers. Clavious then took the moment to teleport Belle to the Horned King's dungeons, angering the Beast. Before he would pick up a fight, Ruber was confronted by Arthur, who criticized him for his behavior, providing him long distraction for Robin Hood's opening, attempting to strike the knight with his sword. Despite his efforts, Ruber intercepted his action, catching his sword in midair before disarming him and knocking the hero away, laughing at his expense. In the brief distraction, however, Ruber was bested by Little John's punch, sending him reeling away. On the other hand, Hades summoned a gigantic boar to deal with the heroes. Derek noticed his charge and slew the being with an arrow. However, he caught the attention of Prince John and the Sheriff, who ordered his platoon of wolf archers to strike him down with their arrows, though the hero managed to dodge their shots. Prince Froglip and his goblin warriors then made their reveal to Peter Pan, taunting the youth and his fairy friends. Frustrated, Pan cut off a rug from above Froglip and his warriors, confusing and scattering their number, as Yzma was watching in disgrace for their actions. King Haggard then charged at Pan, swinging his sword on the youth, knocking him off his feet. John Smith arrived to his aid, crossing swords with the former royal. Unfortunately, Haggard saw an opening, wounding the settler in his brief incapacity, before ordering one of Nekron's sub-humans to deliver him to the King's citadel as new prisoner. Confronting Nemo and his crew, Abis Mal wounded Flip with his scimitar before threatening the others. However, Camille stood up and sucker-punched the bandit lord. Witnessing the attack, the Queen of Hearts ordered her card soldiers to seize Nemo, Curdie, and their friends. Not wanting to put the princess' life in danger, Curdie ushered Irene and Turnip to safety while he would deal with the Card Soldiers. Arming himself with a club, he tossed a boulden upon the approaching Cards, scattering them away. In the distraction, however, the Queen crept up behind the miner, knocking him out of the battlefield with a flamingo pole. In the confusion, Camille, Flip, and Professor Genius got captured by the Gwythaints, despite Nemo's attempts to save them. Elsewhere, Balto and Larn encountered Odin, who had his pet-wolf to deal with the Siberian husky. The wolf lunged at Balto with brute force, overpowering him. As he regained his senses, Odin used the powers of his spear to break the floor beneath Balto's feet, sending him plummeting below the gorge, horrifying his close friends. Larn retaliated, overpowering the false god with his spear. However, he was knocked out by Hades, who had his minions, Pain and Panic, to seize Larn and Teegra as new prisoners. While they were distracted, Darkwolf decided to fled the battle, considering his near impossibility to survive in the struggle. At the same time, Yzma teleported Thumbelina to the King's dungeons with the use of one of her special potions. Before Cornelius would even react, Kronk toppled the fairy prince into a pool of water where Odin used the powers of his spear to freeze the waters solid, allowing the vulnerable fairy to be captured him as well. Near their position, Crysta and Zak Young were confronted by Creeper and a squadron of barbarians assigned by the King to aid Maleficent, who made their move to kill the fairies. Finding his friends overwhelmed, Batty Koda rescued Crysta and Zak from their grip, even avoiding a throwing axe. Running into their path, the barbarians clashed with Aragorn and Frodo, managing to wound the young hobbit with a spear, though he survived the blow. Noticing Lady Amalthea and her friends, Maleficent teleported them to the King's stronghold as new captives. As he made his move to kill the heroes, Ommadon summoned a monstrous wyrm to deal with Denahi. While terrified of the creature, Denahi was saved by the Genie, who rushed to his aid by destroying the monster with a blast of magic, infuriating Ommadon. When his path was cleared, Denahi encountered Nekron, charging directly at him. Upon seeing his enemy, Nekron pushed Denahi away with telekinesis. Meanwhile, Jafar found Devon and Cornwall, igniting them with draconic hands. While putting up a fight, Garrett was overpowered by one of the King's barbarians. In spite of Kayley's efforts to save him, she was captured by the King's barbarians, as Jafar looked on. Now alone, Taran, Avatar, and their companions encountered Prince John and the Sheriff, who managed to wound the wizard with an arrow. As John ordered his army to apprehend the heroes, Peace fired at his position, temporary stunning the phony king. At that moment Peace, Weehawk, and Elinore saw a tank occupied by Blackwolf's mutants approaching, and attempted to stop it. However, Taran, who succumbed to the voice of Sauron through the One Ring, unexpectedly tossed his sword at Peace's position, as the robot was climbing the tank, and thrusted the blade into the robot's back, killing him, surprising both hero and villain parties alike. Taran snapped back to his former self, witnessing Peace rendering into an empty suit. In the confusion, Elinore was captured by Blackwolf's mutants, despite Avatar's efforts to save her. As Taran realized the consequences of his actions, he immediately retreated into the woods, not wanting to put another life at stake, despite Eilonwy's cries to return. As Maleficent prepared to capture the remain heroes, the Genie used his powers to teleport them out of Maleficent's reach, infuriating the witch and her allies.

At the habitat near Mount Saint Helens, Simba was lectured by Ariel and Petrie, who persuaded him to reconsider Pterano's exile sentence. While Simba was arguing with the pair, the remain group was suddenly ambushed by the forces of Scar and the ACS, who cornered them into the mountainside. Right before they could strike them down, the villains and some forest animals spotted a sudden wildfire occurring near their positions, sensing something was amiss. As it wouldn't get any worse, darkness and fire engulfed the mountain. As both heroes and villains were frightened by the new series of events, Hexxus revealed himself, driving the Spring Sprite to to the crater of the volcano, indirectly touching it and awakening the spirit of the Firebird. While the Sprite was stunned, Hexxus, now joined by Eris, toyed with the benevolent spirit, pinning her down with rocks and fires. As the heroes and villains looked on, the Firebird took its real form as an immense elemental being of fire, forcing them to retreat from the volcano, with Hexxus, Eris, and the Firebird following suit.

At the same time, the Horned King arrived in London where he laid waste on the populous city, using the Black Cauldron to summon King Haggard's Red Bull, the Headless Horseman, and the newly resurrected Cauldron Born to wreck chaos and disorder in the city. While the Horseman butchered many Londoners in his path, the Red Bull chased the other civilians, driving them into the path of the Cauldron Born. Before they could even escape, the civilians were butchered by the undead warriors. As the others retreated, the King commanded his undead warriors to move forward and destroy anyone and anything in their wake of their destruction.

Meanwhile, in New York, Zurg, Marcus, and their forces found Dagg's crew and the Iron Giant. As the Giant regained his senses, he looked upon Hogarth who was left unconscious from the fall. Believed to be dead, the Giant began to display emotions of sadness and grief. However, Zurg and Hamsterviel had other plans, ordering Mansley, Rogard, and the U.S. Military to hit the Giant with projectiles and missiles. Soon, the Giant's emotions changed to anger and rage, rendering him into a machine of utter destruction under the control of Zurg and Hamsterviel. As the Giant began to transform into an unstable monstrosity, he began to lay waste on his surroundings, even launching a missile all the way to London's Big Ben's clock-tower. While the Giant continued his rampage, Cale and Akima were also captured by a Drej Air Soldier, ready to be shifted at Marcus' stronghold as new prisoners.

Elsewhere, in Nottingham, the villagers, aided by their elvish friends, readied themselves for the Bakshi Bunch's invasion as Blackwolf's mutants advanced on the village. While the villagers and the elves attempted to put up a fight, Blackwolf revealed his secret weapon: a projector containing images of Adolf Hitler and the Nazi party. As the Nottingham militiamen were kept distracted by the visions, Blackwolf, Saruman, and Nekron ordered their minions, comprised by the mutants, the sub-humans, and the Nazgûl, to annihilate the villagers. As some of the villagers retreated, the rest of them were killed by the Bakshi Bunch's army.

With three sides losing, the heroes watched helplessly as the Iron Giant demolished numerous buildings, while Hexxus and the Firebird burned many innocent civilians. In the aftermath of Nottingham's massacre, an elf survivor looked horrified the carnage that was left behind in the wake of the Bakshi Bunch's invasion, all the while Blackwolf's projector stopped revealing images of the Nazi party, ending their intervention. As Eris gloated on, more Cauldron Born appeared in London, killing thousands of innocents. In the wake of his destruction, Blackwolf left his mark on the battlefield: a giant swastika made entirely out of corpses of innocent civilians, believing he would demoralize the heroes in the greatest abhorrent form. The heroes looked on as Earth turned into a hellish battlefield, with Eris and Hexxus triumphing over their defeat.

Washing up at the aqueduct beneath the Native Lands, the tin soldier, soon followed by Edmond and his friends, was caught up by a group of rats, intending to kill them on the spot. As Edmond and the tin soldier tried to avoid the rodents, Patou fend off some of them with a club. Eventually, the heroes came ashore near New York City. Meanwhile, as the villains ceased their rampage, the heroes gazed on the carnage they left behind, leaving many of them to fall into despair and lose hope in their breaking point. However, in the wake of the destruction, Moses and the Spring Sprite's elk stepped on the scene. As Moses looked on, the elk found the Sprite, who took her into his care. While the Sprite still mourned, her unleashed tears fell into the ground where they healed the destroyed land. Upon witnessing the work in motion, both Moses and the Sprite knew that there was still hope left for the heroes, rushing to rally the remain heroes to their cause.

Landing on Castle Grimhilde, the Schlepper Brothers delivered Aladdin, Omar, Mickey, and their friends to Tzekel Kan as new prisoners for Grimhilde by orders of Mok. Finding the heroes valuable to the resistance, the Schlepper Brothers insisted in eliminating them as quickly as possible before their friends could save them. At the same time, Grimhilde's forces put Sinbad, Tarzan, Frederic, and their companions into different cells. Knowing that their friends would seek after them, the villains decided that they would carry on their execution as soon as possible, hoping that their friends would be demoralized and allowing them to submit to their will.

Finding the encampment of the One-Eyes in the Arabian deserts, Zigzag and Ommadon, sent as Maleficent's ambassadors, gained an audience with the Mighty King One-Eye, requesting him to join Mok and Maleficent's alliance in the perpetual war against the heroes. In exchange, he would be granted with a large territory in the Middle-East. Eager to their offering, the demonic warmonger readied his army to serve the witch's faction. Elsewhere, Clavious and Zelda grew wary of Maleficent and the Horned King's designs. At that moment, a mysterious cloaked stranger revealed himself to pair, requesting an offer of alliance. As the two kept listening, the mysterious stranger explained that he found another purpose that could be used to control the world to their own ends. Intrigued by his offer, Clavious and Zelda decided to keep in touch with the mysterious figure, although they would still be tagged to Rothbart and the Horned King's team for the time being, all the while the mysterious figure departed to his next mission.

As the battle came to an end, the Horned King and his allies took Kayley, Odette, Lady Juliana, Lady Amalthea, Schmendric, Molly Grue, Elinore, John Smith, Thumbelina, and Cornelius as new prisoners, with some of them reuniting with their beloved ones; Lady Juliana, Maurice, and Pocahontas, in particular, reconciled with Kayley, Belle, and John Smith respectively. Elsewhere, the Fearless Four and Chanticleer happened on the Dogs and Cats, whom they suggested to rescue their friends from the Patch of Heaven ranch, assuming that they were kept hostage there. As Taran deserted Garrett and the rest of the warriors in the deep forests of Wales, he consoled himself with the One Ring, reconsidering the consequences of his actions, while at the same time figuring out a way to make amends.

In Dr. Schechter's lair, Tyler brought before Lilo, Fagin, and Esmeralda as substitutes for his immortality serum. When Tyler made advances upon Esmeralda, the gypsy woman spurned him with a spit, leaving him at the mockery of Honest John. During the proceedings, the Coachman was informed about Tyler and Schechter's machinations, as they would use the children and adults for their experimentation. While disturbed by the new revelation, considering that the authorities would seek them for their illegal activities, the Coachman assured Honest John that they would be safe, so long as no witness would reveal their plans. Of all the performers of the Coachman's circus, Scalawag and Igor were the only ones who detested his plans, eventually abandoning his services. They happened upon Clara and the elder Pinocchio, requesting them to free their friends from the Coachman's forces. Knowing that they also needed help to survive, Clara and Pinocchio accepted the con men into their team, though they kept them on the straight and narrow, as they had not forgot their involvement in the capture of the children in the past.

In the Black God's infernal realm, Chernabog and his Legion of Darkness feasted on the souls of the innocents they killed in the wake of the Firebird's rampage. As they celebrated, the Emperor of the Night warned them that a hero still posed as a threat despite their victory over the heroes. As Chernabog and his allies looked on, the Emperor revealed them a vision of Moses, infuriating the demon lords, although Chernabog promised them that he will be put down to his infernal realm. At the same time in Mok's hidden lair, Mok received news from his super-computer, revealing another threat that stood in his way. To his surprise, the computer displayed an image of Mickey with a sorcerer's hat, the only hero who could challenge him in the near future.

With their time was running short, the remain heroes gather up to rescue their imprisoned friends, knowing that they needed all the help and assistance in defeating their foes, while the villains prepared themselves for any intrusion or attack that would come from all sides. As the conflict expanded, Grimhilde's forces decided to send Sinbad and Aladdin to their execution; Zurg's forces made arrangements for the Iron Giant to kill the captured crewmen of the R.L.S. Legacy; Dr. Schechter was set in killing his captured victims; and Ogthar was close in fulfilling his secret goals.

Meanwhile, a predator, who was not seen for a long time, began his rampage in the African wilds. At the same time, an alien threat began its work to free a group of primordials from their ancient prison to aid Maleficent's forces.

A New Hope

After the destruction caused by Hexxus, Eris, the Firebird, the Iron Giant, the Horned King and the Bakshi Bunch's armies, many heroes have been separated from their groups. As the Wise Council converged at the Grandmother Willow's tree, they discussed ways to reinforce the lost heroes into the resistance back to Mount Sinai, fearing that another attack from Maleficent, Mok, or Grimhilde would result in their utter defeat. Knowing that their time is short, Merlin, Gandalf, and the wise folks departed to find the lost ones so that they could re-join with the others. Back on Sinai, John Silver was berated by Jim and Mulan, who demanded to know the reasons of his association with Zurg and Tyler. Silver explained that he was also after the waters of the Holy Land, but upon realizing Tyler's cruelest methods, he started to break ties with his faction. While Jim was still bitter about Silver's double-crossing, the pirate reminded him that he valued their lives over his own and that he wouldn't let anyone threaten them. Still unconvinced, considering him unreliable, Jim kept his distance with Silver.

While Scar and his forces settled their base at the abandoned Pride Rock, Pterano revealed himself to the predators, who did not greeted him with great hospitality, especially Zira, who referred him as a dinosaur. Offended, Pterano explained that he was a "pterosaur", and not a mere "dinosaur". He then revealed his reasons of joining them, as he wanted to live a life where he would help others, not hurting them, recognizing his current position as a foe to Simba and his friends. Despite his claims, Scar and Sierra reminded him of the ways their management and the reasons to be adapted in this new enviroment, right before they ousted him from Pride Rock. Willingly, Pterano fled to the deep wilds of Africa, hoping that would not cause any further damage.

In Paris, Mok approached Frollo, asking him about his association with Tyler. The bitter judge told him that he was the lunatic who killed Rameses and Cortez before ending his services with him in the search for the Holy Land's region; a fabled region said to grant a warrior immortality should he drink the waters of the Chamber. Upon questioning him about Tyler's current whereabouts, Frollo explained that he hadn't see him since he dismissed him from his faction. When Frollo asked Mok the reasons for asking in the first place, he told him that due to his interference, Tyler was considered a threat to his plans. He stated that he would give his report to him, should he find any sign of his activity, and assist him in taking him down, though the judge was still furious about Mok's previous mistakes.

Finding Willie the Giant, Hades and Jafar convinced him to kill Sir Peter Dickinson, as they had seen his prowess against Peter while in dragon form. When this attempt failed due to Willie's doubtfulness and falling back to sleep, Holli Would stepped into the scene and persuaded the giant to kill the dragon on her behalf. Due to her charismatic acting succeeded in charming the giant, Willie willingly helped them in their favor, settling forward to challenge Sir Peter, with Hades and Jafar being impressed by Holli's talents.

Abandoning their mission to search Castle Grimhilde after learning of the villains' attacks against the resistance, the elder Snow White and Sir Peter's group traveled all the way to Wales in order to seek the remain Medieval Warriors, hoping that they would aid them in their goal to rescue the other Snow White. While they were trekking, they noticed a giant boulder toppling above them. As they looked closely, it was revealed that a shadowy figure was the cause of the boulder's collapse, leaving the seven dwarfelles and dwarfs to pursue the stranger. However, another force prevented them as it crumbled the ground beneath them, driving Snow White's team to safety. In the ensuing quake, another boulder fell upon the stranger's legs, preventing him from escaping. As Snow White's group checked on him, the stranger was too late to warn them from leaving the forests as Willie the Giant, the force responsible for the quake, arrived on the scene and pounded the waters of an nearby lake, washing many of them with ease. While Snow White and Sir Peter's friends managed to get into a safe ground, they realized that the stranger was gone, with Snow White wishing that he would be all right. At that moment, Littlefoot, Ariel, and their friends arrived on the scene, having been separated from their friends, all at the same time Willie reaching up their positions. As Willie turned his attention to Littlefoot, attempting smack him, Petrie distracted him long enough for his friends to run away from. Thinking a plan, Ariel and Littlefooot used a vine, and tripped Willie when he was approaching. Fed up with Willie's rampage, Sir Peter stepped forward to challenge him. In spite of his efforts, he was still beaten back by the giant, forcing Smrgol to take his stead and challenge Willie himself. Though he put up a fight, Willie managed to stun him with his club. In a final attempt to stop him, Smrgol shoved Willie into a seemingly bottomless canyon, falling to his demise. However, Smrgol also suffered from his injuries during the fight, collapsing in the process. As the heroes drew closer on him, Smrgol gave his final breath on Sir Peter, telling him that it was an honor to die in the face of great anger. As Smrgol passed away, the heroes mourned his sacrifice, before making him a burial as tribute. Soon enough, they left as they reassumed their mission to search for the Medieval Warriors.

At the Forbidden Mountain's dungeons, Maleficent checked up on her new captives, including King Stefan, Queen Leah, Cinderella, Aurora (captured by Maleficent's forces during the chaos of the war), Philip, Teegra, Larn, and Kida (who reassumed her normal human-sized form after the Snow Queen's spell wear off) to make sure that they were still safely imprisoned. Knowing that the previous women escaped, Maleficent made sure to have some usefulness for some of the captured royals, believing that they would serve as replacements for Mok's ultimate plan. While wandering through Greece, Merlin arrived to Hercules' party, telling them they need to help the other heroes to break the heroes out of the Forbidden Mountain's dungeons and meet with the resistance on Mount Sinai. Although Hercules felt low due to his loss of strength, Merlin and his friends comforted him, saying that he was still not useless in battle. Encouraged by the support of his friends, Hercules, accompanied by Merlin and his companions, fled to Maleficent's stronghold to free the witch's captors. Elsewhere, Nemo, Irene, and Derek (who got separated from Garrett's team) were on their own, until Mama Odie stepped in and told them they need to head to the Forbidden Mountains to free some of their friends out, promising that she would aid them in their escape. Upon learning Odie's news, Nemo and his friends set forward to the mountain.

Sneaking up on the Forbidden Mountain, Nemo's crew managed to breach the stronghold's main defenses undetected, finding the prison cells of the heroes. As Nemo, Irene, and Derek freed Aurora, Cinderella, Kida, and Teegra, they were busted by Maleficent's familiar, Diablo, who alerted the presented Zigzag, Lady Tremaine, Ommadon, the Snow Queen, Abis Mal and his bandit gang, and the goons to their positions. While Derek clashed with the goons, the others took the opportunity to free Larn, Prince Philip, King Stefan, and Queen Leah. Upon looking on Derek's losing match against Lady Tremaine, Irene and Turnip swung down and kicked Tremaine's magic wand out of her hands. Defenseless, Tremaine ordered Abis Mal's thugs to stop the intruders, catching up to Nemo and Icarus. In spite of their efforts, Icarus managed to take down a thug himself while Nemo overpowered two of them with a deserted sword. Though Abis Mal decided to stop them himself, he was caught in the opening of a firing arrow, sending him smashed on the castle wall. As both villains and heroes looked on, Darkwolf revealed himself, having been informed about Larn and Teegra's imprisonment in Maleficent's stronghold. Assisting the heroes, Darkwolf's charge and cry frightened Maleficent's goons, who ran away from the heroes' path. At that moment, Hercules, Merlin, Mama Odie, and their friends arrived to aid the heroes, accompanied by Flora, Fauna, Merryweather, who managed to escape thanks to Merlin's assistance. Angered, Zigzag called forward the dragon he once summoned during his fight with Mickey and his friends to deal with the heroes. Stepping forward, Prince Phillip challenged the beast, though he was driven back by the dragon's firebreath. As the heroes anxiously watched on, Kuzco spotted Zigzag and head-butted him, hoping that the wizard would lose control over the dragon. To his surprise, the dragon still continued to fight, ablazing the terrain surrounding Phillip. The prince ascended a higher ground to get a hold on the beast. When the dragon prepared to finish the young prince, the fairies blessed Phillip's sword with their magic, using it to hurl the weapon into the beast's chest, finally destroying it, much to Zigzag's dismay. At the same time, Cinderella was threatened by the Snow Queen, who made her move to kill her. When Merlin intervened, the Snow Queen unleashed a blast at the wizard, causing Merlin's beard to grow out of control. She then accosted Cinderella, not before being stopped by Mama Odie's magic, who conjured plants at the Queen's feet. While the Snow Queen destroyed the flowers, she failed to notice Kida's assault, who took her staff and ran away with it. Still, the Queen had enough power to knock out the Atlantean princess. However, she was no match against Merlin, who recovered and summoned an icy whirlwind, capable of freezing anything, towards her direction. As the Queen attempted to escape through her sledge, the icy whirlwind caught up, eventually freezing her alive before she was heading out of the mountain. While the heroes escaped from the mountain, Maleficent emerged, having been alerted by the commotion. She shockingly looked on as the Snow Queen was frozen alive next to her tower, while the heroes exited the castle gates. As the heroes fled, Ommadon sicked a gigantic ogre, the mountain's guardian, to finish off the heroes. With most of the heroes terrified by its immense appearance and intimidation, Hercules stepped forward to challenge the ogre, despite Meg's claims not becoming involved. As the ogre faced off the demigod, he managed to beat him up with his mace and bare fists alone, as the heroes horrifyingly looked on. As the beaten up hero was left hopeless, Phil encouraged him to stand up. When the ogre grabbed Hercules, this time to finish him off, Hercules grabbed a flaming torch, blinding the giant. While distracted from the burn, Hercules took a length of rope and tied it around the ogre's legs, causing him to trip and fall off a cliff to his apparent demise. As the heroes departed, making new bonds in the process, Ommadon stewed in his anger for his failure to stop them.

On their way to find reinforcements to stop Ratigan and Cat R. Waul, the League of Gentlemice met with Nicodemus, who had a special task for the rodent task-force, pointing out some heroes that will need their help, including Clara, Mulan, Jim, and Stitch. In order to give them a power boost, Nicodemus gave Mrs. Brisby a special talisman that would help her in difficult times when she would become overwhelmed by powerful forces. Thanking Nicodemus for his services, the League departed to find the heroes who would need help, though they promised that they would find a way to stop Ratigan and Waul. Approaching Hades in the Underworld, the Fates informed him about the existence of the Titans, ancient elemental beings who had been sealed in the sea of Tartarus long ago. They also revealed that the Titans could only be freed when the planets aligned with Earth in an infrequent cosmic event, an action prophesied to be caused by the Drej. Eager to have some powerful minions to aid Maleficent and Mok, Hades set forward to find the Drej Queen in the outer space.

Elsewhere, Mok accelerated his progress on his super-computer, satisfied that he was nearly close in completing his goals. At that moment, the super-computer received a transmission from Mok's "mysterious friend" and collaborator, who hailed from another dimension. As Mok was pleased in speaking with him, the mysterious friend stated the progress of his plans. Mok explained that he managed to get Chernabog and his Legion of Darkness together, including the Firebird, and it was only a matter of time before he would set in motion his grand scheme: to unleash a lesser demon to aid the Legion and Maleficent's forces and submit the heroes to real power. When the mysterious friend expressed some concern about Mok's persistence to accelerate, Mok revealed that he had a minor setback with Frollo, who blamed him for bringing Moses as well as his association with Rameses. As Mok's friend estimated that some of his actions of combing worlds together resulted in his incapacity to know the outcome of his plan, Mok considered the judge a threat should he take action against him, to which he complied that he must be dealt personally. The mysterious friend then convinced Mok to stick to the plan so that both Frollo and the heroes would realise their true machinations before ending his transmission.

At Castle Grimhilde, Ogthar reported his slow progress to Queen Grimhilde, explaining that some of the eggs Rhoga and Thudd captured were still intact, blaming them for not handling them safely back to the castle. To get worse news, the remain hatched dinosaurs were killed by Simba and the Firebird during their confrontations or roamed freely at the savannahs, leaving them with a mere Deinonychus at their disposal, much to Hook's chagrin. However, Ogthar stated that there were still new predators to be hatched from dinosaur eggs according to his scanners, now included by the Giganotosaurus, the Allosaurus, the Albertosaurus, the Spinosaurus, and the Baryonyx. Though Grimhilde was not excited not to have a large army, she was pleased in having at least a few beasts at her side. Ogthar then demanded to his minions to find and collect more dinosaur eggs with Grimhilde's blessings, bestowing them with a new map of their location. He warned them, however, not to damage any of them.

At the same time, in another part of the Queen's castle, the ACS rested after the Firebird's attack, though they didn't seemed to be doing well with Grimhilde's alliance and Scar's forces. Just then McLeach decided to fix a meal by devouring some eggs, though he was stalked by Ozzy, who had set his sights on McLeach's meal. While McLeach wasn't paying attention, Ozzy snuck up on the poacher, and took the eggs, though he was caught in the act by McLeach. As Ozzy left after McLeach warned him not to mess with him again, the poacher was left with no meal at hand.

Meanwhile, Ogthar accelerated on his progress, rebuilding some of the Strator robots modeled after the appearance of dinosaurs. As the confused Hook questioned his work, Ogthar explained that he was trying to make some additional robotic fighters with the use of the ruby sunstone, should his dinosaur army didn't prove itself in battle. Upon being questioned by Lord Maliss about his knowledge on constructing dinosaur robots, he revealed that he got several spare parts from a mechanic who was constructing insectoid robots instead of dinosaurs. As Grimhilde stepped forward, she asked Ogthar to share his story with the others before he was sealed in his sarcophagus, as well as the origins of his Ruby Sunstone. Ogthar explained that it was a private top secret, though he confessed it in order to get their trust. As Grimhilde's forces heard on, Ogthar revealed that the Ruby Sunstone was a term he came up with in order to avoid anyone else figuring out what it really was. To their astonishment, Ogthar revealed that the "Ruby Sunstone" was none other than the fabled Philosopher's Stone; said to exist only in legends. However, Ogthar stated that he found the Philosopher's Stone hidden in a rock during his dinosaur research survey along with fellow researchers. Sicked of his job in gravedigging dinosaur remains, Ogthar decided to use the Stone to accelerate his own scientific research. Having heard of the Stone's abilities to offer the possessor with immortality and create life, Ogthar used the Stone to create life from two dinosaur remains in his lab, which became his primary henchmen, Rhoga and Thudd. Though Maliss was intrigued, he had yet to ask the reasons of being confound in the sarcophagus in the first place. Ogthar reminded him to wait a bit before he would reach that part of the story. As he continued, he explained that his scientists, one of whom was the scientist Dr. Pretorious, broke into his lab and accuse him of using the stone to create his abominations, something that was considered a taboo to perform, demanding him to stop in his further goals. Unconvinced, Ogthar destroyed his lab, killing some of his partners, and fled to make use of the Stone somewhere else, this time testing it as a weapon. Due to its incredible abilities, other sorcerers and alchemists sought the Stone after becoming informed of its existence, including the Archmage Destane, who sent his apprentice Mozenrath to retrieve it. As Ogthar explained, he was blasted into a lava pit, though the Stone's abilities turned his suit into a well-protected armor, saving him from the lava flow. When Maliss pressured Ogthar to get to the point where he was sealed in the sarcophagus, Grimhilde silenced him up, allowing for Ogthar to finish. After many misadventures, Ogthar ended up in King Macbeth's castle in Scotland, where he hoped to use the Stone to conquer the land. Unfortunately, he was overwhelmed by Macbeth's forces. After capturing him, Macbeth ordered his men to imprison him in the sarcophagus, seize the Stone, and cast it away so that no one would find it, until the day Hook's men managed to retrieve among the artifacts they had plundered. When Grimhilde asked him if he knew the Stone's origins, Ogthar claimed that he didn't known in the first place, and presumably thought that the Stone was the product of a sorcerer hailing from another dimension and not of their own. Upon being questioned by Hook if there was a possiblity to create another Stone, Ogthar denied it, exclaiming that it was his latest scientific research before he was locked up. Having heard of Ogthar's story, Maliss decided to leave the warrior in his business while they would carry on the execution of Sinbad and Aladdin. Unbeknown to Grimhilde's forces, Naveen eavesdropped on their discussion who rushed to tell the news to Tiana and her friends, and ask for help from any foreign intervention that would save them.

The Fight Back

After nearly escaping the massacre caused by the Firebird, the Dogs and Cats noticed that Rowf and Snitter were missing. Danny, Sawyer, Jaune-Tom, Robespierrie, Mewsette, and Chanticleer volunteered to search after the missing dogs, leaving the Dogs and Cats to head to the Patch of Heaven ranch and the Mix Max Factory in order to free their friends. Near Professor Screweyes' Eccentric Circus, the elder Pinocchio and Clara found Louie and Cecilia lying on the fairground after their encounter with Sarousch. Learning that Rex and his gang were captured, Pinocchio and Clara decided to rescue their friends from the Coachman's forces.

Before heading to the Patch of Heaven, Dr. Greed, Slim and their crew acquired Spirit and the Patch of Heaven's cows from the Colonel, on Ratcliffe's orders, on the compromise to join them in overtaking the farm, though he would again reclaim it on the behalf of his benefactors. As he told Slim to meet him at the Patch of Heaven ranch, which it would be renamed Sector C once again, sending Spirit, Little Creek, and Buck as new hostages, the Colonel warned Dr. Greed to remain in his headquarters at the Mix Max Factory, deciding to ship the Patch's cows into a train to Ratcliffe's current position. Meanwhile, at the Patch, Napoleon approached Wilbur, asking him about the whereabouts of the missing cows. Though Wilbur explained that he hasn't seen them for a while, Napoleon asserted that they might lead a mutiny on the farm, demanding a report should he find them again. When Napoleon departed, Charlotte questioned Wilbur about his actions since he acted strangely towards the pig leader. Wilbur explained that Napoleon would might be into them, considering that he knew Napoleon's secret meetings with Waul, Claudandus, and Ratigan, and hoped that Maggie and her companions would arrive on time to help them on their critical situation. At that moment, the ACS, now joined by the Colonel, arrived to seize the farm for their own designs.

Elsewhere, Zurg, who doubted his acquaintance's loyalty for a while, contacted Tyler, telling him that he hasn't made progress in building up an army for a while. He also asked him if he made any progress in finding the lost piece of the crystal. Although Tyler refused, Zurg explained that he already sent Gantu to retrieve it, believing that he managed to track it down, which he would give it to the warmonger. Contented, Tyler ended his transmission with the emperor. Lambert then reminded his boss about Schechter's progress in turning their victims to samples for his immortality serum. Questioning Tyler's motives, as well as indicating the fact about capturing innocents, killing Rameses and Cortez, joining forces with the Coachman's circus, and not searching for the piece of crystal himself, the warmonger explained that the effects of the immortality serum could last long enough for him to search the Holy Land. When Lambert revealed that Zurg might inspect his true motives, Tyler shut him down, reminding him about his true goal; should he drink the "holy waters" of the Chamber of Immortality, he would be powerful to be reckoned with any living force, including Zurg, Frollo, Mok, and Maleficent. Unbeknown to them, Maleficent's familiar Diablo had eavesdropped on their discussion, who rushed to his mistress' stronghold to reveal Tyler's plans, as the warmonger set off to his next destination.

Back at Sector C, the Colonel, who acquired Buck as his horse ride, discussed some layout plans with the ACS from Ratcliffe. During the proceedings, some of the Dogs and Cats snuck on the ranch to rescue their friends. Buck, who was not contented with his new loyalty, threw the Colonel of his back as the others looked. In spite of his effort to calm the horse, Buck showed apathy to his threats, leaving the Colonel to force him to submission with a revolver. Seeing Buck threatened, Thomas O'Malley interfered, distracting the Colonel long enough for the Parisian alley cats to make their reveal, knocking out the Colonel's blacksmith, Murphy, in the process, while also rallying up the farm animals to rebel against their new operators. Dodger's gang also arrived to assist, taking out several of the Colonel's soldiers with ease. Spotting Little Creek tied to a pole, Rita freed him, allowing him to break Spirit out of his compound and get on his back as rider. While Slim's bison Junior charged at Spirit's direction, the mustang knocked him off with a strong head-butt. While the break-out was occurring, Brer Fox left his cover to find some prey to catch. Spotting Tom and Jerry, Brer Fox ran into their direction with a sharpened axe, ready to kill them forcing the pair to flee. However, they ended up into the direction of Brer Bear, who threatened them with his club. In spite of his size, Tom stood up and tossed several discarded pool balls into his direction, only for Brer Bear to parry his shots, sending them back to Tom. As Brer Fox continued to chase Jerry, the mouse ascended a tree and put a beehive onto Fox's head while he was pursuing him. After enduring painful stings for a short time, Brer Fox uncovered the beehive and threw it at Brer Bear, but the bees inside the beehive attacked him as well. The two ran off with the bees in pursuit, driving them out of the ranch. Back on the ranch, Rico stepped forward to stop the animals, shooting the Patch's main enforcer, the horse Boxer, on his knees, badly injuring him. As he made his move to finish him, he failed to notice the donkey Benjamin, a close friend of Boxer, who knocked him of his feet with a strong kick. Overwhelmed, Slim and Rico decided to retreat to Dr. Greed's headquarters at the Mix Max Factory, followed in hot pursuit by Spirit, Little Creek, Buck, and the Dogs and Cats. While they were leaving the farm, Benjamin tended to Boxer to take care of his injury.

Meanwhile at the Mix Max Factory, Dr. Greed's crew prepared to load the Patch's cows onto the train to Ratcliffe's position before they were interrupted by Francis, the remain Dogs and Cats and their allies, who arrived just in time to save their friends. While the villains were caught off guard, the Fearless Four made their reveal as fearsome beasts, terrifying Dr. Greed and his goons along with the Willie Brothers. While Mr. Wesley attempted to flee, Dr. Applecheek confronted Tramp and Lady, hitting the former with a whip while making his move to capture the latter. Seeing Lady threatened, Tramp came to her defense, knocking the scientist of his feet. Just then, Slim and Rico arrived to the factory to assist his remain allies, though the animal heroes also received reinforcements as well, as Spirit, Little Creek, Buck, Lucky Jack, and the remain Dogs and Cats rushed to aid the Dogs and Cats. Upon seeing the animals, Mr. Winkie called upon his own division of Weasel hitmen to thwart the intruders. The Weasels tracked down Tom and tossed knives at him, though all of them missed in hitting them. Confronting Itchy, Mr. Winkie and a Weasel minion attempted to strike him, though Charlie Barkin managed to push him away, leaving the Weasel minion to pummel Winkie instead. Elsewhere, Pongo, Dodger, and Tramp overpowered Farmer Jones' buddies before they could put up a fight. As Dr. Greed rallied the Willie Brothers to fend off the heroes, the Fearless Four, Francis, Tom stood up against the Brothers, besting them out in quick succession. Meanwhile, the Parisian alley cats lunged at Farmer Jones, with the farmer keeping them at bay with his shot-gun. While being focused in killing Maggie, Jones was ambushed by Buck's assault, who pinned the farmer down. Frightened by their number and strength, Jones and his buddies escaped while they still could. As Rico attempted to make a stand, he was driven back by Francis, allowing for Charlie Barkin to knock him of his feet. Beaten up, Rico was helpless as Spirit stomped on him, knocking him out. At the same time, Little Creek bested Mr. Wesley with a powerful kick. Spotting Tom, Alameda Slim knocked him off with an iron bar. However, he was taken by surprise by Jerry's intimidated scream, terrifying him of his wits. The rodent hero then continued to smash Slim's head with the tip of bin before pushing him away. Fed up by their antics, Slim pulled out a revolved, ready to shoot Spirit as he was charging at him. While Slim was focused on the mustang, Tom and Jerry managed to disarm him and distract him long enough for Spirit to knock the rustler into one of the factory's funnels with a powerful kick. Now alone, Dr. Greed drew his remote control, though he lost control over it as the Patch of Heaven's cows advanced. While trying to get a hold on the remote control, Dr. Greed's henchmen were busy dealing with the cows, along with the Dogs and Cats. As an unknown corporate associate was defeated by Grace's assault, the Manager put up a good fight with Dodger, though he was scratched by Oliver. In the confusion, the Fearless Four spotted the remote control and caught it before Dr. Greed could. As Greed, Winkie, and Slim looked in horror, the Fearless Four triggered the trapdoors, crumbling the floor beneath their feet, toppling Platini and Slim into an abyss world. As Dr. Greed and his henchmen attempted to escape from the wake of destruction, they were cornered into a dead end, leaving them to fall their doom. While spotting Dr. Greed's pet-snake, the Fearless Four let it share his master's fate as they activated the remote control once again, titling the floor beneath the snake, sending the snake to its doom.

Meanwhile, in Africa, Simba and his allies, now included by Pooh and his friends, the Watership Down rabbits, Tod, Kenai, and Bambi tried to find a way to oppose their pursuers. Just then, the Great Owl appeared before them, informing them that some of their friends including Faline, Kehaar, Zazu, Sarabi, and his pride are being imprisoned at Scar's hideout on Pride Rock. While Simba and his allies headed off to rescue them, Bambi went off to find some additional reinforcements to aid them. Elsewhere, Littlefoot and his friends decided to rest, having been fell into despair after the villains' attacks. While reminding all of the previous events that led to his current state, Ariel and Cera comforted him, explaining that he should overcome bad situations, and, as long as they stood up, there was still hope left for him and the world, especially when facing a lot of hardship trials together. Soon, Tiana, Naveen, Louis, and Ray arrived, telling them that Sinbad, along with his supposed rival Aladdin, is about to be executed by Grimhilde's forces. After all the hardship she carried on with the pirate, Ariel convinced Littlefoot to help her freeing Sinbad from their clutches.

Pondering their next move, considering that Tarzan was imprisoned, Mowgli, Tantor, Terk, 26, Richard Tyler, and their companions suddenly noticed Rhoga and Thudd carrying a cart full of dinosaur eggs. Curious to see where they were going, Mowgli and the others and decided to follow them. Meanwhile at Pride Rock, Scar left on a hunting spree with Zira and Shere Khan. While Banzai was excited to take over Pride Rock, Scar shut down his idea, shifting his position to Woundwort. When the hyenas were left unhappy, Woundwort threatened them that he could kill them on the spot. While tamed under the beast, the hyenas still felt over the edge for the new management, especially for being placed below the food chain.

As Simba's team arrived at Pride Rock, they found out Scar's hyena army blocking their path. Needing a distraction, Simba tasked Hazel and his friends to create a diversion to keep them out of the way. While the hyenas pursued the Watership Down warren rabbits, Simba told Pooh and his friends to assist them, should they become vulnerable to their attacks. As Simba, Tod, and Kenai headed further into Pride Rock's cove where the prisoners are hiding, they were found by Woundwort, who alerted his allies to stop the intruders. As Nuk, Yak, and Sumak made their move to kill Rutt and Tuke, Zazu (who managed to escape from their clutches) distracted them long enough for Kenai to reveal himself before the trio, knock one of them with his bare paws, and frighten the others with his mighty roar. Frightened by the ferocity of Kenai, the three wolves escaped despite Niju ordering them to return and fight. In the distraction, Rinkus knocked out Zazu before confronting Timon and Pumbaa. Sadly for them, the two heroes managed to overpower them with ease, though they caught the attention of two of Woundwort's loyal rabbits who pursued them. Although they lost them on their way, the rabbits tracked down Tod instead, and chased after him, eventually catching him up and beating him to the turf. After witnessing Tod's lost fight, Pumbaa charged right into their direction, scattering the rabbits. Meanwhile, the Watership Down Warren rabbits, who managed to find Kehaar, were still followed by the hyenas, with Shenzi, Banzi, and Ed at their head. Wanting to stop their foes from following them, Big Wig ushered the rabbits to safety, while he would dealt the hyenas alone. In spite of his efforts, Big Wig was badly injured by Shenzi's scratch. Fortunately for the rabbit, Kehaar, who managed to escape, interfered and fought the hyenas alone, allowing him to flee with the others while Pooh and his friends followed after them. Meanwhile, Simba was confronted by Dil, who knocked him flat with a swing of his tail before continuing to destroy the formation surrounding him. As Ichy attempted to escape from the falling stalactites, he was caught by Koda's sneak attack, who pushed a falling stalactite to his direction, crushing him. While Hazel, Pooh, and their friends managed to regroup at Simba's position, Dil, Ichy, and Woundwort advanced, ready to kill them on the spot. However, a demolition was triggered, toppling down a barrage of rocks atop Dil. As Simba found out, Panchito Pistoles was the cause of the demolition, having been brought by Bambi to assist them. Before Woundwort would rally his allies, Simba's team retreated while they still could, much to the rabbit's dismay.

Meanwhile, at the seas near Germany, Hubie and Rocko tried to find Ariel and her friends, having been separated since Grimhilde's forces drove them away. However, they were spotted by the fearsome whale Monstro, who emerged from the seas to devour its prey. As Monstro chased after them, the two penguins decided to seek refuge at a nearby iceberg where the whale would not be able to reach them. While Monstro rammed his way through the path the penguins, knocking them off in the process, Hubie nearly lost his "pebble" to the sea. Desiring to catch it as the pebble was the means to win Marina's affection, Hubie sought after the pebble in the depths of the sea, finally locating at a ruined shipwreck. However, Monstro caught Hubie in the act, charging right at him while the penguin ran for life. In his attempt to escape from being devoured, however, he lost the pebble once again. Rocko retrieved Hubie and ushered him to swim to the iceberg while he would distract the beast. As Rocko briefly got a hold on Monstro, Hubie made his way to the iceberg, with the whale pursuing him. After Hubie managed to scale the iceberg, Monstro attempted to devour him whole, to no vail however, as he evaded his charge, leaving the whale to dismiss his targets. After Monstro left, Hubie called for Rocko to appear. While crying for Rocko, Ariel, who had been searching for reinforcements against Grimhilde's forces, appeared, having been alerted by the commotion. To Hubie's horror, the sea washed up Rocko's bandana, the only thing remained by the penguin, indicating that he was swallowed by the whale.

Back in Africa, Panchito Pistoles introduced Simba's team to his friends: Pecos Bill, José Carioca, Peter, Brer Rabbit, and their tagged companions. They also explained that they had been informed about Grimhilde's plan to execute Sinbad and Aladdin. Wanting to contribute their effort in saving the resistance, Panchito and his friends proposed to join forces with Simba and his allies to save them from the Queen's castle. In Germany, Hubie explained to Ariel that Rocko sacrificed his life to save him. As he started to lose hope, the Pagemaster arrived and informed him that his friend was still alive in a way, explaining that he wasn't the type of penguin who would give up on his darkest hour. However, he urged them to make haste and head towards the Queen's castle, and assist the remain heroes in freeing their imprisoned friends. Ariel and Hubie fled as the Pagemaster looked on.

Outside of New York City, some of the remained members of the R.L.S. Legacy consisted of Jumba, Pleakley, B.E.N., Silica, Stith, and Gune, attempted to fix the spacecraft Arthur, as it was the primary vehicle to carry and support them in their opposition against Marcus. Just as he was awakened, Arthur spouted threats at Silica and her crew for damaging his ship. Close by, in a nearby forest, the rest of the Legacy, including Team Atlantis, took care of Hogarth's unconscious body, though they started to fall into despair as the villains suppressed their teams. At that moment, the spirit of Grandmother Willow appeared before them, telling them not to lose hope yet. In order to reinforce their defenses and recruit more allies in defeating Marcus, Grandmother Willow suggested some of them to meet with the resistance in the break-out of Castle Grimhilde and Schechter's lair and lent their aid, while the others would rescue the Iron Giant and their imprisoned friends from Marcus' fortress. Colin, Dahlia, Julie, and Germaine willingly decided to assist in the break-out from the villains' strongholds while Lightyear, Amelia, Milo, and the others headed to Marcus' base. Elsewhere, Gantu found Hubie's pebble, (a.k.a. the piece of Tyler's crystal), which washed up on the shores of Germany, and retrieved it.

After the fight on Pride Rock, Pooh, Hazel, and their friends, who had been separated from Simba's team at that time, tried to find Simba and the others. Instead, they stumbled upon a vast land filled with multiple herds of dinosaurs. Big Wig headed off to find his friends but ended up getting caught in a snare, presumably set by the ACS. While the other rabbits try to get him free, Pooh and the others noticed the ground shaking, making most of the dinosaurs worried. To their horror, the cause of the shaking was revealed to be Sharptooth, who had been gone rogue since Claundandus' resignation from Scar's services. As the others tried to flee, a Stegosaurus stood up against the fierce dinosaur. Although he managed to subdue Sharptooth with his tail, he was no match against the T-Rex's ferocity, as he mauled the Stegosaurus's neck. The Stegosaurus had a brief time to open his eyes on the heroes before shutting them down as he passed away from the wounds, leaving the other heroes to mourn for his loss. Meanwhile, Hazel managed to free Big Wig from the snare, who managed to recover from the hit. At that moment, both parties were found by Timon and Pumbaa, who incited them to re-join Simba and his allies in the siege of the Queen's castle. Unnoticed by the heroes, Sharptooth followed them on their tracks back to Germany, where he would lay waste on the resistance.

Escape from Execution

In the forests of Wales, the remain Medieval Warriors (those who haven't been captured by Maleficent) found Taran, questioning him the reasons of abandoning them during their fight, as well as the reasons for killing Peace. Taran exclaimed that he wasn't in control of himself as the "voices" in his head took over his mind. Frodo realized that he wore the One-Ring, warning them that it corrupted the very mind of Taran. He urged him to bring the One-Ring to him, mentioning that his mission as part of the Fellowship of the Ring is to destroy it. Despite Eilonwy's convincing, Taran refused to give it to Frodo, as the One-Ring took hold of the boy's mind, nearly hurting her, though he apologized for his actions. He then retreated deeper into the woods despite Eilonwy's cries to return. While Avatar stated that they shouldn't leave Taran while being possessed by the One-Ring, the Beast alleged that they shouldn't leave their companions to suffer at the hands of their enemies. Stuck in their difficult predicament, Crysta, along with Zak and Batty Koda, volunteered to search after Taran while the others would seek after their imprisoned friends, a suggestion granted by Garrett. Peter Pan also appointed Tinker Bell to assist Crysta in her attempt to convince Taran, with the fairy reluctantly agreeing to accompanying Crysta on her mission.

On Mount Sinai, Aladdin and Moses' team (or at least those who haven't been captured by Maleficent's forces) hosted a funeral for Ichabod, mourning his loss, as well as mourning others who have been killed during the Firebird's attack. After the funeral, Phoebus and Osmosis Jones (who took over the leadership of the resistance due to their skilled and combat skills) marshalled the others for the assault at Castle Grimhilde, hoping to free Aladdin and the other prisoners before they would be executed. While this was going on, Mulan decided to rescue Lilo and the other people from Tyler and Dr. Schechter. Finding her mission unimaginable to succeed, Jim told Mulan that he was going with her, though Mulan stated that he should go with the others to free Aladdin and the other prisoners. But after some convincing, she eventually give in. She was also backed up by Stitch, Clopin, Pinocchio, Jiminy, Zeek, Odin, Mulan's loyal companions, and Esmeralda's pet-goat Djali, who also wanted to save their friends. While Jim and Mulan's force fled to Schechter's lair, Phoebus and Osmosis Jones led the rest of the resistance to the castle. Unnoticed by anyone, the Baghdad thief also decided to follow the movement to Castle Grimhilde, eager to steal the treasure of the queen.

Meanwhile, Merlin found Arthur, Archimedes, Genie, and Lady Kluck, who have been separated from the Warriors during Maleficent's attack. Not to long after their run-in, Ariel and her reinforcements found them and told them about their siege on Grimhilde's castle. Already aware of Grimhilde's inevitable retribution, Merlin lent his aid in the team, leading his reinforcements to the Queen's castle. In Paris, Moses arrived at Notre-Dame cathedral to make a prayer to his lord. At the same time, Dahlia, and Colin were also presented, with the former making a prayer before heading to the Queen's castle. Though Colin refused to accept that God would actually listen to their prayers, considering him a sadistic deity who delighted torturing his own people, Dahlia remarked that the evil deeds unleashed on Earth were justified by their actions alone, not by God himself, as Moses heard on. They then left the Cathedral to attend their own matters.

At Castle Grimhilde, the Evil Queen's guards temporarily threw Sinbad, Tarzan, and Frederic to Aladdin's cell, along with Prince Eric, the Snow White princess captured by Lord Maliss, Minnie Mouse, Daisy Duck (who was captured by Grimhilde's forces during the chaos of the war), Mr. Toad, the Mad Hatter, the March Hare, Von Drake, MacKrill, and Neweyes on Grimhilde's orders. There, a brawl broke out between Sinbad and Aladdin due to their previous "confrontations", which eventually resulted to a fight to the death. While the prisoners looked horrified on the quarrel, Tarzan intervened and stopped their fight, as he, along with and the convincing of the other prisoners, tried to explain that it was not the time to make enemies of each other, and instead focus on getting out of prison. But before they could continue, El Supremo, Messina, and their soldiers arrived to to carry on the execution. Though El Supremo was flattered by Jane Porter's defense, Messina stopped his advances. El Supremo's soldiers then seized the heroes for the execution.

Returning to Pride Rock after his hunting spree, Scar learned from Woundwort about the escape of the prisoners. Furious on his subjects for letting them be, Scar sent Dil and Ichy out to deal with Simba's crew as a means to compensate for their failure to stop them.

Back at the courtyard of Castle Grimhilde, El Supremo and Captain Hook arrived to cut off the heads of Aladdin and Sinbad as the others looked on. Seconds before they got killed, however, Phoebus and Osmosis Jones' resistance force arrived, with Drix and Phoebus knocking out the executioners, much the shock of Grimhilde and her allies and the relief of the prisoners. Watching on as the heroes released Aladdin and Sinbad from their bonds, Grimhilde rallied her forces to stop the intruders, starting by Ursula who hurled an orb of magic energy at Miguel and Tulio, although they evaded her shot; the blast instead hit the Baghdad thief, who revealed himself to the resistance, blasting him across the courtyard. While distracted, Marina del Ray threw a knife at Osmosis Jones, hoping to dismember him. To the heroes' surprise, however, Jones managed to re-attach his body due to his organic system as a cell. Messina then accosted Snow White, with Jane Porter coming to her defense. The sorceress took the form of a snake, intending of killing the heroines. Fortunately, Tarzan rushed to save them, stomping on the snake's face. Chasing after the ape-lord, Messina managed to wrap Tarzan in her coils and fight him as they fell from a higher ground. As the heroes looked, Tarzan managed to escape from her coils and re-join with the others. As del Ray turned her attention to Sinbad's crew, Marina threw fruit at her direction, distracting her from the fight. Tzekel Kan then summoned the castle garrison, mainly comprised by his unit of Mesoamerican warriors, to stop the resistance at once. Outmatched, the heroes began to fall back until the Genie, backed up by Merlin and Ariel's reinforcements, arrived to assist the prisoners, much to the relief of the others. Seeing Kan's warriors advancing, Lady Kluck fought her way through their ranks, easily defeating them due to her agile skills. Fed up by their advances, El Supremo called forward his soldiers to shoot them on the sight. The Genie, however, turned their weapons into harmless butterflies, relieving the others from being executed. When Morgana threatened Hubie's mate Marina, Hubie came to assist, knocking Morgana into the moat below the castle before reuniting with his mate. While Captain Hook regained his senses, Lord Maliss summoned his goons to deal with the heroes. Having dealt a critical blow to the Queen's forces, Aladdin and Sinbad's forces exited the gates of Castle Grimhilde, though they were being followed by Grimhilde's allies.

After the escape from the Forbidden Mountain, Hercules and his crew encountered Mama Odie, who convinced the demigod to join the resistance in the siege at Grimhilde's castle, considering his brawn was needed to aid the heroes in their fight against Grimhilde's forces. Though Hercules decided to assist them, his friends convinced him otherwise; since his deal with Eris hasn't expired yet. In spite of their convincing, Hercules's mind had already made up, as he mounted Pegasus on his way to the Queen's castle. Meanwhile, at the prison cells of Marcus' stronghold in New York City, Hamsterviel informed the prisoners, now included by Dagg, Orin, Cale, Akima, the Galactic Federation's captives (who had been sent to Earth by Zurg's forces), and Shang's Imperial unit, that their time of their execution is nigh as he planned to have the Iron Giant become their official executioner, much to their horror and despair. Outside of New York, the R.L.S. Legacy's scientists managed to repair the spacecraft Arthur, setting forward to Marcus' stronghold to free their friends.

Back in Germany, the resistance headed by Aladdin, Sinbad, Merlin, and Ariel met with Simba's team out of Castle Grimhilde, joining forces with them as they left the Queen's castle. However, they were pursued by Grimhilde's allies and minions, who managed to reach them up. As Lord Maliss' goons revealed themselves, Mickey, Donald, Goofy, Peter, Lady Kluck, and Tiana fought through their ranks, besting them. Tzekel Kan then advanced, using his illusionary abilities to summon snakes, rats, and spiders to frighten the resistance. Though the heroes managed to fend them off, they looked disgusted by Kan's intimidated, yet simple, demeanor. As he dissolved his illusions, Simba lunged at the shaman, knocking him away. Suddenly both parties were startled by the arrival of Sharptooth, who followed on their trails, thanks to Timon and Pumbaa's guidance. The dinosaur began to chase after Aladdin, Ariel, and Tarzan, with the heroes escaping near death from its sharp teeth. Seeing his friends in danger, the Genie assumed a Godzilla-like form to engage the dinosaur. Though he was stunned by the dinosaur's attack, the Genie managed to return fire with a powerful roast, knocking him into a nearby boulder. In the wake of his destruction, Captain Hook took the advantage to take on the heroes, though he was stopped in the act by Frederic, who used the powers of his mind to jolt Hook's attack. However, Hook found a second wind and pounded Frederic, while distracted, with his hook and rapier, knocking him down. Right before he could finish him, Hook was caught by Colin and Dahlia, who arrived just in time to assist the resistance, with the Highlander clashing blades with him. Though Hook landed the first blow against Colin, the Highlander managed to stand up and face Hook once more. As the fight ensued, Ichy and Dil, who managed to caught up with Simba's friends, snuck on the resistance's position, waiting for a vulnerable attack that would lead to their reveal. As Colin got the upper hand, he overpowered Hook and hurtled him right into Dil's path, who devoured him alive. As Snow White tried to flee with the others, she was caught by Ichy's assault, who sent her plummeting into the seas below. With Dil approaching White as its next meal, Dahlia and Ariel stepped forward to rescue her. Just then, Hercules arrived to turn the tide, as Merlin notified his great timing. Dil had a brief moment to shout in vain his partner's name before he was decapitated by the demigod's sword. As for Ichy, Brer Rabbit used the distraction to punch the Ichthryonis, blasting him away. The resistance then retreated as Tzekel Kan and Captain Hook, who managed to escape unscathed from the dead body of Dil, looked on.

Meanwhile, at Marcus' stronghold, Zurg, Marcus, and Hamsterviel decided that the time has come for the Federation's execution as they brought the Iron Giant to finish them off. Just then, Lightyear and Amelia's Legacy's force, accompanied by Team Atlantis, arrived to free the prisoners. Noticing the intruders, Zygon ordered his droids to kill them, only to be destroyed by Mira Nova and Buzz Lightyear. Dimitri also lent his aid as he revealed a conceal gun, allowing to target at Zurg's position, nearly injuring him. Zurg's Brain Pods then commanded the Hornets to stop the intruders. At that moment, the spacecraft Arthur, with the Legacy's scientists on board, arrived to lent their aid, destroying the air Hornets with the ship's mounted guns. Though Marcus dispatched his robotic guards to stop the opposition, nearly hitting BEN in the process, Amelia and Dr. Jumba destroyed them with their shifted guns. As Cale, Akima, and the rest of the Federation's members attempted to escape, they were confronted by Rourke, who beat Cale to the punch. However, he was caught off guard by Akima's sudden attack which stunned him, allowing the Grand Councilwoman, Leah Estrogen, and the Federation's personal guard to arrest the mercenary. As Rourke was captured, Helga and some of Rourke's loyal mercenaries fled while they still could, not wanting to put their lives at risk. Desiring to finish them off quickly, Zurg and Hamsterviel ordered the Iron Giant to kill them on the spot. At that moment, Hogarth, who was brought by Dr. Doppler, awakened and ran to the Giant's position, despite Doppler's cry to return to safety. Reaching up to his guardian, Hogarth shouted to stop and turn his attention, which he did after wounding Lightyear with a powerful blast. Believing that there is still good at him, Hogarth gave the chance to the Giant to choose whether he would be a weapon of destruction, or someone who wouldn't harm his friends, as the frightened Legacy looked on. Realizing that Hogarth was still alive, the Giant reassumed his original form, relieving the others, before he was calmed down by the young boy, much to Zurg and Hamsterviel's dismay. Resorting to plan B, Zurg unleashed his colossal Mega Hornet, kept up as reserve for countermeasures, unto the Legacy as a final means to stop them. As the Mega Hornet unleashed missiles and turret shots at his foes, stunning the Iron Giant in the process, the Giant stood up against the threat, stomping at the robot, destroying it. In the confusion, the Giant took Hamsterviel hostage before he and the others would make their escape, followed by Zygon's droids. As the droids reached them into a cove, Dimitri and the mercenary Vinny Santorini used dynamites to destroy the opening, causing the debris to fall upon the droids, crushing them, much to Zygon's shock. As the Federation, the Legacy, and Shang's Imperial Unit fled, Mr. Arrow, who was tied in a lifeline of the Legacy's ship, was pushed overboard by the explosion triggered by Vinny and Dimitri. Although he tried to reach the other side, Mr. Arrow took a glimpse of Preed, who caught him up in a higher ground. As a payback for Mr. Arrow's scolding, he shot his lifeline, causing him to fall to his demise.

Arriving at the Alahenena, the Drej Mothership, Hades approached the Drej Queen, requesting her for a mission to free the Titans from their divine prison on Earth. While not cooperative to work with others, Hades explained that, in order to make it happen, they needed to align the planets in an infrequent cosmic event. Knowing that this event would result in the galaxy's destruction from within, the Drej Queen agreed to lent assistance. After the fight at the Mix Max Factory, the Dogs and Cats, now joined by Geppetto's pets Figaro and Cleo, were greeted by the League of Extraordinary Gentlemice, who convinced them to join on their mission to rescue Fagin from Dr. Schechter's lair, having been informed about his capture by the villains. In doing so, they needed to fight their way through Screweyes' Eccentric Circus as the circus tent was the only impediment obstacle to their path.

Outside of New York City, Danny, Sawyer, Jaune-Tom, Robespierrie, Mewsette, and Chanticleer finally found Rowf, Snitter, and the Tod, convincing them to rejoin with the others. They also happened upon the tin soldier and Edmond's party, who reluctantly joined forces in order to find their friends. At the Forbidden Mountain, Maleficent had been informed of Tyler's secret goal by Diablo, sending Hades (who returned to the mountain after his encounter with the Drej) and Jafar on a scout mission to find the warmonger and learn more of his agenda.

After luring away Zurg and Marcus' forces, the Legacy and the Federation rested up as they introduced themselves to the others, making new bonds in the process. While checking up on everyone, Captain Amelia called Mr. Arrow to report for further losses. However, Pooka revealed Mr. Arrow's signature hat, the only thing remained by the rock-being captain, much to Amelia's shock and horror. Afflicted by the sudden news, Amelia faced the group and gave an inspirational speech in an emotionally filled voice, in which she explained that he was one of the brilliant spacers, finer than most of them could ever hope to be. He knew the risks of danger as many others did. Nevertheless, he kept pushing forward into the face of danger. Wanting to keep Mr. Arrow's wish, Amelia ordered them to carry on their mission as they headed to their next destination.

Meanwhile, at the African wilds, Mowgli, 26, Richard Tyler, Terk, and their friends followed Rhoga and Thudd all the way to a bridge. Unfortunately, the bridge broke as soon as Ogthar's henchmen crossed it. While it looked that they were stuck, Tantor, unintentionally, created a new bridge by pulling down a massive tree. However, their relief turned to to horror when a Carnotaurus, driven into the territory by Sharptooth's rampage, attacked the wilderness heroes. The Carnotaurus stepped on the bridge, breaking it apart by his footsteps. Though Tantor managed to reach the other side, Mowgli fell into the waters below. Fortunately, the man-cub managed to caught up with Baloo and the other heroes before the Carnotaurus would reach him. As the Carnotaurus gave chase, the wilderness heroes began to search for a safety spot. When things seemed loomed, the heroes received unexpected help in the form of an elephant patrol headed by Colonel Hathi, who coincidentally happened to patrol the territory. Outmatched by their number, the Carnotaurus was pulled back. Taking advantage of the distraction, the wilderness heroes escaped before the Carnotaurus would notice, while Hathi and his herd ventured deep into the wilds.

A Hunter's Revenge

After getting separated by the rest of Medieval Warriors during the battle against Maleficent, Denahi waited for a vision to help him overcome his failures. As an eagle landed nearby, he believed it to be a message from his deceased brother Sitka. He followed the eagle as it flew off, hoping it would lead him to his path of righteousness. Elsewhere, Gantu delivered the "pebble" he picked to Tyler just as Hades and Jafar arrived to make their acquaintance with the warmonger, though he was bittered by their intrusion in his plans.

En route to Screweyes' Eccentric Circus, Mulan's crew ran into Julie and Germaine, who got detached from Colin's group and joined forces with Mulan's team on purpose to save the circus prisoners, especially after learning of Kerrie's imprisonment in Dr. Schetcher's lair. Beneath the circus, Schetcher was set in killing his captured victims by extracting their life fluids to turn them as serum for Tyler as Kerrie and the captured children looked on. At the Horned King's fortress, Nekron and Queen Juliana proposed to transport the prisoners to his fortress on Icepeak to have them executed. The King complied by sending some of his allies, including Dr. Facilier, the Queen of Hearts, Madame Mim, King Haggard, and Saruman, to accompany them.

In the forests of Germany, Nemo's team, now joined up by the friendly Boomps, old companions of Nemo, sought the Witches of Morva, demanding them to return the magic from King Morpheus' scepter. When the witches refused to their demands, especially since they kept the end of their bargain, Gandalf appeared on Nemo's stead and convinced the sisters to comply; otherwise, he would resort to countermeasures. Not wanting to deal with the wizard's wrath, the witches reluctantly obliged, giving the power of the scepter back to Nemo. Upon learning by Gandalf that Camille and Genius were about to be executed on Icepeak, Nemo, Icarus, and the Boomps rushed out to save them. At Screweyes' Eccentric Circus, the Coachman and the circus performers prepared for an another show hosted by Sarousch, where the brainwashed dinosaurs would be revealed as the next attraction of the show. While the Coachman appointed Screweyes, Puppetino, Stromboli, Honest John, Gideon, Forte and Mommy Fortuna as the main performers of the show, he re-assigned Hotep and Huy to aid Dr. Schechter instead, ensuring that the prisoners would not be able to escape.

Now on the fortress of Icepeak, Haggard, alongside with his adopted son Prince Lir, was kept on guard duty as the overseers of the prisoners before their execution. Amongst the crowd, Haggard noticed Lady Amalthea, whom he suspected she looked different from the others. Although he questioned her identity to the others, Lir assured him that Amalthea was not a threat to be considered. As soon as he left, Lir informed them that he knew his father's errors and started to detest his path, willingly deciding to help Amalthea and her friends.

Curdie, who was still injured after his fight against the Queen of Hearts, is found and cured by the Good Fairy. Upon being informed by the Fairy about the execution of his friends on Icepeak, Curdie rushed out to save them. Meanwhile, Jean-Bob, Speed, and Puffin, accompanied by Meeko and Flit, who had been informed about Odette, John Smith, and Pocahontas' current positions, found the fortress of Icepeak and stormed inside a crypt. There, they happened upon their friends, who were astonished to see them.

Infiltrating the circus' tent, the League of Extraordinary Gentlemice, the Dogs and Cats, and Clara's crew happened upon Sarousch's performance which displayed Rex's brainwashed dinosaurs to the public. As the Coachman carried the long-pyramid containing the dinosaurs, Sarousch and Screweyes' henchmen opened the casket to reveal Rex and his friends, now in monstrous states. As he set them up free, Sarousch proceeded to hypnotize Rex, hoping that he would submit to his will. While Sarousch excelled in the attempt, he failed to notice Tito, who briefly snapped the flare lights, breaking Rex out of the trance. Realizing he had been tricked, Rex attempted to devour Sarousch alive while the heroes and the crowd looked on horrified. However, Louie stepped in and desperately talked Rex out of killing Sarousch. Backed up by Cecilia, Clara, and the elder Pinocchio, Louie embraced the dinosaurs with pleas and loving touches, returning them to their kind and friendly natures. While the heroes embraced the dinosaurs, the Coachman rallied his allies to stop the intruders. Delighted to test his own machine, Screweyes activated his fear machine projection, shifting it to the "Paranoid" slot; by doing so, he summoned a demonic clown before the heroes. The clown flushed Oliver and Rex near a dump, though Tom managed to retrieve them before they drowned. As the rest of the performers arrived to back up Screweyes and the Coachman, they took note to stop the advances of the heroes, starting by Forte who conjured up illusions that drove most of the animal heroes out of the stage. The fight continued with Honest John and Gideon pummeling Hans and Tom with their mallets, Stromboli knocking out Louie, and the Coachman scolding Scalawag and Igor in retaliation for insubordination and desertion from their ranks. As the performers surrounded the children and animals, the heroes hoped that they were done for. However, Mulan's crew arrived just in time to assist the heroes, relieving them from their losing fight. While taken by surprise by the new reinforcements, the performers began to fight back. Puppetino used his strings to attach Mulan, hoping that they would stop her, only for Mulan to parry the strings. She then knocked Puppetino out of the stage. At the same time, Julie sucker-punched Honest John, putting him out of commission. Meanwhile, Mommy Fortuna and Ruhk ended up confronting Jim. As Jim bested Ruhk with a stone, Jiminy Cricket attempted to free the imprisoned Marahute, who was still remained in Fortuna's cell. The eagle's assistance was required as Fortuna overpowered Jim and Mulan with her illusionary abilities. Upon being released, Marahute unleashed its wrath on the witch. Fortuna, in turn, did not hesitate from running away, accepting her fate as Marahute killed her while the heroes and villains looked on. Backed off by Marahute's assault, the Coachman, Screweyes, and their remain allies were forced to escape from the circus' tent, leaving Mulan's crew, the League, and the Dogs and Cats to venture deep into Schechter's lair beneath the circus.

Meanwhile, Dr. Schechter was on the verge to complete his goals, nearly injecting Kerrie with a lethal syringe as the children and the diner patrons looked on. At that moment, Mulan's crew stormed inside the lair to free the prisoners. As Mushu freed Fagin, Pinocchio, the League, and the Dogs and Cats rescued Esmeralda and the young children before ushering them to safety, leaving Mulan's crew to deal with the scientist personally. Angered by their intrusion, Schechter sent Hotep and Huy to deal with the heroes. Though the Egyptian high-priests managed to incapacitate most of their rivals, including Jim, Mulan, Mushu, Stitch, and Pinocchio, they were caught off guard by the arrival of Clopin, a talented showman equal in power with the two of them, who stepped forward to challenge them. Armed with two staves, Hotep and Huy transformed their objects into fearsome snakes. Yet the snakes were no match against Clopin, who warded them off with a sword. Unguarded, Hotep and Huy were helpless as Clopin triggered a trapdoor, toppling the Egyptian priests to their deaths. With the priests defeated, Mulan's crew headed towards the main chamber that held Kerrie. However, Schechter ambushed the heroes, knocking Stitch and Jim flat with a club, though he had found a difficult time to stop Mulan. While Julie took her time in rescuing her sister Kerrie, Mulan managed to disarm the scientist and injure his face, revealing his nature as an android robot, horrifying the heroes. While focusing to kill Mulan and Jim, he failed to notice Stitch's assault, who entrapped him under a massive mobile object, all the while a hazardous chemical fire began to pour the lab. As the fire expanded, Mulan's team and the diner patrons were forced to flee, leaving the scientist to his fate.

Close by the circus, Tyler was rebuilding his Lizardmen army after the battle on the Red Sea, all at the same time being thrilled in restoring the missing "pebble" to the crystal "key" that would guide him to the Holy Land. Just then, a massive explosion was triggered at the position of Dr. Schechter's lair, shocking Tyler and Lambert as they realized that Schechter was eliminated, along with his vials of immortality serums. In his fury, Tyler killed a Lizardmen soldier, distressing Hades and Jafar, who were still presented as his acquaintances. The warmonger then vowed that the next time he and Mulan would meet he would make her life a living hell, irritating Maleficent's allies.

At the forests of Wales, Balto emerged from his fall after the battle against Odin, although he was weak to muster his strength. He was then confronted by Great Great Grandmother Irene, who convinced him to stand up and fight. Though powerless to challenge the mighty villains, the ancient spirit addressed the husky to seek after the Dogs and Cats, explaining that they would need his assistance in their fight against the ACS. Considering that he needed new allies before he would reunite with his friends, Balto set off to find the animal heroes.

At Castle Grimhilde, Ogthar used the ruby sunstone to hatch the few eggs he has collected from his minions. He was thrilled as his new dinosaur army awakened. Back in Wales, Crysta and Tinker Bell found Taran and convince him to join with the others in the siege of Icepeak, telling him not to blame himself for his previous actions. Before long, the team was alerted by the arrival of a Nazgûl horseman, who was prowling for the One-Ring. Taran and the fairies ran off to track down their friends before the demon could find them.

Arriving on Icepeak, Garrett's division, which had been informed of their friends' current positions, laid siege to Nekron's palace, alerting the sub-humans to their presence. As Robin Hood, Peter Pan, and the Beast fought their way through the sub-humans, the Beast's cry gave away the Warriors' presence to Nekron and his allies, who converged to stop the intruders. Meanwhile, Avatar and Weehawk encountered Madame Mim once again, engaging the witch to a wizards duel. After Mim took the form of a snake, Weehawk attempt to tear her apart. However, she transformed into a rhino before his eyes, leaving him to flee away. The witch then turned her attention to Avatar, charging him at full force. The wizard, however, evaded her assault, leaving her to crash through a glacier. While incapacitated, Avatar took the chance to froze her solid with a spell, tossing the chunk of ice into beyond the landscape. Elsewhere, Dr. Facilier and the Queen of Hearts encountered Garrett, Frodo, Sam, and Aragorn, with the Queen blasting Garrett away with a flamingo pole, and Facilier summoning shadow demons to his aid. Sadly for them, Nemo and his friends arrived just in time, obliterating Facilier's shadow demons with the power of King Morpheus' scepter, forcing them to escape. Meanwhile, Saruman summoned the Nazgûl and the Uruk-Hai to kill Robin Hood and Eilonwy. Although Robin Hood managed to avoid their volley of arrows, Eilonwy was left at the mercy of the Uruk's. Fortunately, Taran arrived just in time to save Eilonwy by incapacitating an Uruk. Upon noticing the One-Ring; being possessed by Taran, Saruman demanded to give away the ring. In response, Taran plugged a hole in one of Nekron's chambers, pouring the room with streams of flooding water, flushing both the Nazgûl and the Uruk's away from the castle. Angered, Saruman stepped forward to deal with him personally. Despite Taran's efforts, Saruman unleashed a magical wave of energy that knocked Taran off his feet. After being outmatched and overwhelmed by the Warriors, Saruman accepted defeat by teleporting away from the fortress. While escaping from the arrows of the Uruks, Robin Hood was busted by King Haggard, who charged directly at him. As he clashed swords with the outlaw, Haggard managed to outfence his rival, though Robin toppled a pillar upon the old king, staggering him, giving the opportunity to escape. Meanwhile, Odette's friends and Beast's servants freed the remain prisoners of Nekron and the Horned King. Spotting Prince Cornelius, Lumiere melted the ice that was molded by Odin's spell, allowing him to flee the fortress through his steed Buzzbee. As Curdie arrived to join the others, the remain prisoners guided by Prince Lir, Crysta, Tinker Bell, Litle John, and Nemo ushered the Warriors to safety. Learning that his allies tired quickly, Nekron began to go berserk, unleashing his full force on his fortress, rampaging and destroying all he would find in his path. In the wake of destruction, Pocahontas, who remained a captive of Queen Juliana, attempted to escape along with John Smith. However, she was caught by Juliana who had other plans for the Powhatan princess. Arriving just in time, Meeko served as a diversion, distracting Juliana long enough for Pocahontas to escape. Realising that the wake of Nekron's rampage caused Belle and the Beast to become separated, Beast sought the ice lord, reaching him up at the top tower of the fortress. Armed with a sword, Nekron prepared for the battle of his life. In spite of the Beast's brutal ferocity, it was no match against Nekron's telekinetic abilities. Before he would slay the Beast, however, Nekron noticed the arrival of Denahi, who was guided by Sitka to the top tower of Icepeak. Assisting the Beast in his losing fight, Denahi charged directly at the ice lord. Though he was driven back by his telekinetic powers, Nekron was unaware that Beast crept up behind him. With a single move, Beast stunned Nekron, allowing for the ice lord to release his grip on Denahi. While threatened, Nekron had a brief time to notice Juliana, who also reached up at the top tower, shouting and lamenting for her son's losing fight. While stunned by the Beast, Nekron begged Denahi for mercy. The hunter, however, raised his dagger and placed it to Nekron's chest, finally finishing him off. Denahi and Beast, followed by Belle, Taran, Avatar, Odette, and their companions fled while the castle of Icepeak crumbled, taking Juliana and Haggard to their demises.

In the aftermath of the battle, the Warriors converged to celebrate their victory against Nekron and his forces. Taran then confessed his wrong-doings, apologizing for his actions. After being embraced by Eilonwy, Taran gave a speech to the Warriors, thanking them for their support and encouragement. He then gave the One-Ring to Frodo, in order to fulfill his quest to destroy it entirely, having grown detested of its use.

At Galactic Federation headquarters, the Grand Councilwoman and Cobra Bubbles took Rourke and Hamsterviel into custody. As he was taken away, Hamsterviel vowed that the heroes had not seen the last of him. In the wake of the circus' destruction, Forte and Sarousch, the only members of the Coachman's circus left behind, were found and apprehended by the Colonel for their crimes of kidnapping, as well as for their atrocities towards Tyler's victims. Escorted by a platoon of soldiers assigned by Frollo, the Colonel shipped them straight to the Palace of Justice as new prisoners.

Meanwhile, the Dogs and Cats found assistance from an unlikeable source as Kong brought the Scottish terrier Jock, the bloodhound Trusty, and the French stray dogs Napoleon and Lafayette before the faction, having been searching for reinforcements during those dark times. Having gathered a small army, the Dogs and Cats headed forward to meet with Rowf, Snitter, their remain allies, and the League before they would stop the ACS for good. At the reclaimed Patch of Heaven, Napoleon, Cat R. Waul, Ratigan, and their allies celebrated the victory over the ACS, all at the same vowing that they would get rid of any threat, human or animal alike, who dared to oppose their ranks.

After the break-out from the Forbidden Mountain, the Royal Council dispatched their armies to reinforce the resistance in its following fights. They also made arrangements to incorporate the resistance under the banner of the Council, which would turn as the primary political faction to oppose the forces of Mok and Maleficent. At the same time, the Wise Council also regrouped for their own plans. Knowing that their time was short, the Wise Council made hastening moves to urge the heroes to join the resistance and aid them in their battles against the villains.

At Castle Grimhilde, Queen Grimhilde was introduced to her new dinosaur army by Ogthar, who marked the beginning of a new era. During the proceedings, Grimhilde's forces marched off for battle, with El Supremo vowing they would strike and subjugate any threat that would dare oppose them. Rejoining with Moses back on Mount Sinai, Aladdin, Phoebus, Osmosis Jones, Mulan, Jim, and their allies (with the exception of Sinbad's crew which was separated from Aladdin's team after the break-out from Grimhilde's castle) reunited with some of their beloved ones; Aladdin, in particular, reunited with the Genie, while Jim reconciled with his mother. After the short reunion, Aladdin and Moses marshalled their forces, preparing them for any open attack from the villain forces.

The end of the war was close at hand. The Drej unleashed a power blast that aligned the planets, freeing the Titans from their ancient prison, leaving Mok to set in motion his final step to his master plan. The battlelines were drawn. The villains prepared to stamp out the resistance, as the heroes prepared to fight for their loved ones, for their freedom, and for their lives. All the while, Mok's mysterious friend taunted the heroes about their inability to realize the predicament of their situation, stating that there are fates worse than death itself...

Battle for Freedom

In Wales, the Horned King ordered Dr. Facilier to make his report in the aftermath of the battle at the fortress of Icepeak. Facilier explained that in the ensuing battle none of their allies, excluding himself and the Queen of Hearts, survived, furthermore mentioning the losses of Nekron, Juliana, and Haggard, as well as Mim's defeat to Avatar, who had been casted away from the fight. Upon mentioning Saruman, Facilier clarified that he has not seen him since his defeat during the battle, presumably thinking he abandoned them. In the proceedings, Ruber prompted Faciler, reminding of his failure to stop Nemo. As Facilier and Ruber started to bitter one another, the Horned King silenced them up before they would continue any further. Rothbart then explained them that they must find a way to annihilate the heroes, as they saw that they had been assembled into a massive army, while their own forces were dwindling. Yzma then came up with a proposal. She explained that she would create a dam in a river outside of Castle Grimhilde, lured the resistance there, and flushed them away the moment the dam would be destroyed. While the King was interested in the idea, he questioned his advisor if she had the available resources to fulfill her plan. To her dismay, Kronk revealed that she had few ammunitions to carry on her plan. Prince John then suggested to delegate the mission to Prince Froglip and his goblins since their main attribute was breaking through stone. The King accepted the alternative, assigning John to send them on their mission. In the meantime, the King made preparations to reinforce their defenses, knowing that the Medieval Warriors would strike again. To that end, he sent John to take over the Native Lands as an alternate base, should his former would be destroyed by the heroes, along with his main army and the remain sub-humans. While John questioned his reasons considering that the land was currently under Frollo's jurisdiction, the King silenced him, coercing the lion to his bidding, with the fearful John fearfully complying to his order. He then assigned Rothbart to take Clavious, Zelda, Gnorga, and Odin, to the gateway of the citadel to fend off any attack from the Warriors. Turning to Ruber and Facilier, the King instructed them to remain in the outskirts of his fortress, along with the Queen of Hearts, and the remain Nazgûl and Uruk-Hai, to ward off the Warriors, pointing them out that he would not tolerate another mistake. As for Yzma, he made arrangements to meet with Queen Grimhilde, hoping that she would give her consent in fulfilling her plans. Already informed about their new assignments, the villains left to their new positions, followed by the King, who departed to get his undead army together. Now alone, Facilier chatted with John, telling him that sending Froglip and his goblins to construct the dam was a near suicidal mission. John had already been acknowledged of the fact, and didn't give second thoughts, explaining that he was tired of Froglip's incompetence. Pleased, Facilier complimented the John for his devious scheme before both of them departed to attend to their own matters.

On Patch of Heaven, Napoleon (now assuming a humanoid form along with his swine loyalists), Cat R. Waul, Ratigan, and their allies, now joined by Red (the latter in St. Bernard's disguise) still celebrated their victory over the ACS Sector C. While dubious over his arrival, Napoleon has not realized that he had bargained more than he could ever could, with Red slowly revealing his true colors. Close by, the other farm animals tended to Boxer, still injured since his last fight. As they did, they were unaware that Jenner eavesdropped on their spot, ready to make his report to Napoleon. In Paris, Frollo sent Ratcliffe and the Colonel on a mission to exterminate what was left of the “savages" on the Native Lands. As the Colonel left, Frollo assigned Ratcliffe to keep an eye on the Colonel's actions, as he expressed his doubts on his loyalty.

Meeting up with the Dogs, Cats, and the Patch of Heave's cows, the League of Extraordinary Gentlemice informed them about the takeover on Patch of Heaven. However the cows stated they need to find Spirit, who was last spotted at the Native Lands, to aid them in their struggle against Napoleon. As they headed off to the Native Lands, the League, and the Dogs and Cats ran straight to Patch of Heaven. Back in Wales, John found Froglip and assigned him on the task to construct the dam near Castle Grimhilde. Having grown tired of becoming idle to the current events, the goblin prince was intrigued the proposal, gathering up his warriors to set in motion Yzma's plan.

Detaching from the Medieval Warriors, Pocahontas and John Smith appealed to King Jarol, Teegra, Larn, and Darkwolf on the fortress of Firekeep, having taken refuge after the deaths of Nekron and Juliana, for aid in retaking the Native Lands. As a token of gratitude for stopping Nekron and Juliana, Jarol sent Larn, Darkwolf, and a unit of his royal guard to sustain the group in the upcoming battle.

Meeting up with Merlin and the Wise Council, King Stefan was informed about the siege at the Horned King's fortress. Deciding to get their factions together in order to defeat their enemies, Stefan and Merlin began to mobilize in Wales, hoping that they would meet with the Medieval Warriors. Back at the Patch, Benjamin became alarmed by the arrival of a van. As he tried to warn the other farm animals, bringing them to Boxer's stable, he returned to see the stable empty. To their shock, a group of farmers stowed Boxer into the van, which they recognized as a "death wagon" sent by a glue factory. Though they tried to run after the van, they became over exhausted, leaving them to look on as Boxer was taken to his cruel fate.

Arriving at the Native Lands, Ratcliffe and the Colonel mustered their men to kill the remain "savages". Meanwhile, the Patch's cows, Buck, and Lucky Jack met with Spirit and Little Creek, convincing them to return to the Patch and fight Napoleon and his allies. At that moment, John's wolf guards and Nekron's remain sub-humans attacked the group, forcing them to flee further into the landscape. Elsewhere, Pocahontas' rescue team arrived in the land, where they watched Ratcliffe's armada approaching. Seeing that they were outmatched by their number, Pocahontas' team departed to a safe spot. Thankfully, they were covered by Chief Powhatan's tribesmen, who managed to retain their posts, engaging Ratcliffe's colonists, while they would make their own escape. Even better, Jarol's reinforcements arrived to assist them. Upon noticing Jarol's soldiers flying on pterosaurs, John ordered his wolf guards to shoot them at once, killing most of the soldiers and rides, including Larn and Darkwolf's pterosaurs. While Pocahontas and John Smith managed to find shelter under Grandmother Willow's tree, they were alerted to the arrival of the sub-humans. While hiding, Grandmother Willow fend off the approaching sub-humans, allowing for the heroes to escape. However, they were discovered by the remain sub-humans who tried to kill them on the spot. As one sub-human made his move to kill Smith, knocking out Pocahontas in the process, he was shot by Thomas, who happened to find his friend in danger, killing him. At the same time, Larn overpowered John's wolf-guards before he confronted the Sheriff of Nottingham. Though he was overwhelmed by his attacks, he was saved by Darkwolf, who knocked the Sheriff away. As Murphy made his move to kill the frontier heroes, Buck bested the blacksmith with a powerful kick. Seeing Ratcliffe and the Colonel's assault, the reinforcements ventured deep into the landscape. John also gave chase, though he fell out of his carriage. Utterly humiliated, John took his outrage on his advisor Sir Hiss, as the latter scolded his master over his failures by hammering him with his mirror. However, he was reminded that the mirror was bestowed by his mother, further causing him to lament for his failures.

While pursued by Ratcliffe and the Colonel, the frontier heroes journeyed through a canyon pass. There, the Colonel's soldiers gave chase, though they were beaten up by John Smith, Lucky Jack, and Maggie. At the same time, Ratcliffe and his militiamen reached Larn, Teegra, and Darkwolf, engaging them with their rifles and swords. However, the champions of Firekeep managed to subdue most of Ratcliffe's soldiers. The frontier heroes eventually reached up at the edge of a gorge. While Smith managed to create a bridge, providing an escape route for the heroes to pass, one of the Colonel's soldiers destroyed the bridge, leaving Spirit and Little Creek trapped on the edge. Though Little Creek lost hope in reaching them up, Spirit mustered his courage as he ran to the edge. As the heroes, the Colonel, and Ratcliffe looked on, Spirit made a giant leap, successfully crossing the canyon, astonishing them. As the heroes cheered on Spirit's leap, they turned their attention to Ratcliffe's armada, who was prepared to shoot them down. However, the Colonel and Thomas stopped their men before they could so, confusing Ratcliffe. As a token of appreciation and admiration for Spirit's courage, the Colonel humbly ceased fire, followed by Thomas and Ratcliffe's loyal colonists. Acknowledging this as an act of treason, Ratcliffe grabbed a riffle and prepared to shoot the Colonel down. However, John Smith rushed to his aid, saving the Colonel's life, though he was badly injured in the process. Realizing the double-crossing at the cost of Smith's narrow death, the Colonel and Thomas turned against the governor, ordering his men to neutralize him before he would cause further damage. While Ratcliffe was arrested, Pocahontas, Thomas, and the Colonel tended to Smith's stable condition, helping him recovering.

At Patch of Heaven, the farm animals held a memorial for Boxer, mourning his loss. While the memorial was occurring, Napoleon's second-in-command Squealer exploited the animals' weakened state, convincing them Napoleon was not in charge for Boxer's loss, while also pleading them to carry on his orders without a question. Having grown doubtful of their leader's goals, the farm animals, including the donkey Benjamin, began to show signs of revolt. However, Napoleon's henchmen took over, forcing them to leave, though some of them began to investigate the swine's actions. Arriving at Castle Grimhilde, Yzma gained an audience with Queen Grimhilde, informing her about the Horned King's plan to get rid of the resistance by sending Froglip to construct a dam near her castle. Intrigued by her offering, Grimhilde endorsed the King's plan. Meanwhile, at the dungeons, Scowl was sentenced to slow death, as he was ensnared in a candlewick above a steaming cauldron. At that moment, Batso arrived to save his tutor from his predicament. Close by, Cruella sought Shere Khan, asking him about the whereabouts of Claundandus, since he was the last animal to mention his existence. Khan explained that the last time he was spotted was on the Patch of Heaven, where he joined forces with Napoleon and Cat R. Waul. As she left the dungeons, Batso narrowly saved Scowl's life from being burned alive.

Meeting with her remain allies, Cruella rallied them up to take back the Patch of Heaven, eagerly wanting to eliminate her long-standing rival, while also dealing with the Dogs and Cats, having been informed of their plan to attack Napoleon and his allies. While Cruella and her forces headed forward to the Patch, Farmer Jones, who was shunned for his failures in his previous fights, armed himself with a set of dynamites before joining the others in the following battle. Back at the Patch, a scout force of animals led by Benjamin investigated Napoleon's base, finally realizing that he was using them as pawns to the power vacuum of his empire; furthermore, they noticed Napoleon's commandment "ALL ANIMALS ARE EQUAL, BUT SOME ANIMALS ARE MORE EQUAL THAN OTHERS.", realizing their inferior posts comparing to Napoleon and his swine loyalists, as well as being set up by the swine's scheme. Alerting the farm animals, Benjamin and Wilbur readied themselves to overthrown Napoleon at the perfect opportunity.

In the Native Lands, the Patch's cows met with Panchito Pistoles' team, which had been separated from Simba's faction after Sharptooth's attack. Realizing that they needed more help, the cows convinced them to join them in their attempt to retake the Patch, knowing Spirit was kept busy by Pocahontas' friends in the aftermath of the battle of the Native Lands. Boarding a train, they headed straight to the direction of the Patch.

Back at the Patch, as Napoleon, Waul, and Ratigan continued the festivities of their victory, the Dogs and Cats, followed by the League of Extraordinary Gentlemice, raid the base, taking them by surprise. Yet Waul rallied his feline henchmen to take out the dogs with Basil stating that he would see him in prison for his atrocities. However, the detective failed to see Jenner attacking him from behind, badly injuring him. The tin soldier arrived to his aid, impaling Jenner in the chest with his rifle bayonet, staggering him. Seeing the intruders, Warren called forward his own gang of cats to get rid of the League's non-combatants, though they were bested by Tramp and Einstein. Waul's henchmen then joined the fray, frightening the rodent and animal heroes; One-Eye, in particular, turned his attention to Bernard and Bianca, who seemed to lure him as living bait. However, he was tricked as Tom pulled them up right at the moment One-Eye lunged at them, leaving to crash at the stables. Just then, the train that contained the Patch's cows and Panchito's team was approaching the Patch, too late to discover that the track was leading to a curve. Thinking no other option, Maggie insisted on heading forward without the use of brakes. As the train crashed at the Patch's location, the cows and Panchito's team disembarked, relieving Wilbur, who was excited to see Maggie returning with reinforcements. While the villains were distracted from the new reinforcements, Peter shot at the direction of Waul, temporary driving him away. The Mouse King then summoned his army of rodents to deal with the minor nuisances; furthermore, some of the rodents threatened Chanticleer's lover, Goldie. While the first line of defense dealt with Bongo and Brer Rabbit, the remain rodents focused on the Dogs. However, they were easily bested by Francis, Tramp, Jaune-Tom, and Kong much to the Mouse King's chagrin. As Waul returned to the stage, he ordered his henchmen to seize the heroes at once. Though they were intimidated by their weapons, an unexpected force arrived to assist them as the Aracuan Bird revealed himself before the villains, having made good of his promise to aid the hero forces in their times of great need. When one of Waul's henchmen tossed a knife at his foe, the Aracuan Bird parried the blow, sending it back to the feline, knocking him up into a barrel. When more feline gangsters drew in, Pecos Bill and Panchito Pistoles unleashed a barrage of blasts from their revolves, driving them away, much to Waul's dismay. Meanwhile, Carface called forward his own gang of dogs to battle the Dogs. In spite of their efforts, some of them were beaten up by Pongo and Tramp. While distracted from the chaos, Berkeley Beetle failed to notice Toulouse, who leaped at him, overpowering the insect. Stepping forward to take action, the Grundel Toad confronted the tin soldier, easily smacking him aside. Before he could finish him, however, Sasha arrived to his aid, knocking Grundel from a higher ground to his demise. As Carface and Killer made their move, they were caught of guard by Georgette, who set them up, toppling a barrage of barrels, tin cans, and tires atop them, putting them out of commission. Leaving it to the Grand Duke of Owls to deal with the League, the malevolent owl unleashed torrents of magical energy blasts towards the rodent heroes, scattering them up. While distracted, the Grand Duke was temporarily staggered by Basil's shot. Sneaking upon Ratigan, Fievel pinched the rodent with a fork. This attempt, however, led Ratigan to lose himself at feral rage. Before he could tear him apart, Ratigan was beaten down by Wilbur's attack, who rushed to save Fievel's life. Suddenly, the heroes got ambushed by the ACS which arrived to finish their business with the animal heroes. As Sykes called Roscoe and Desoto, Rowf and Bluebeard clashed against the Dobermans, only to be bested by them. However, Kong stood up for them, scratching the dogs' noses, temporary stunning them. Cruella then dispatched Farmer Jones' buddies to deal with the remain animals. Before they could breach the barn, Cody cut of a rope containing barrels, hurling them into their direction, driving them away. When Maggie took on the farmers, she was knocked flat by one of them, who tossed a discarded barrel upon her. At the same time, Madam Medusa and Edgar fend off the animals' attacks with their weapons. While the fight was occuring, Farmer Jones, who got detached from the ACS, made his way to a nearby windmill, where he set up his dynamites before he could lighten them up. Noticing Edgar threatening him, Danny hurled a a stack of hay upon Edgar, temporary putting him out of commission. While helping out the others, Penny was confronted by Aunt Figg, who beaten her up to the crunch, before she was joined by Lickboot. Seeing Penny in danger, Jeb and the farm's piggies threw tin cans at their feet, hurting them, allowing for Penny to escape. Finding Charlie Barkin and Itchy, Medusa threatened them with her rifle. However, she was caught by Charlotte's web, who managed to trip her up. As Jones' buddies fired at the Patch's cows, one of them shot at Mrs. Calloway's position. Though the shot missed its target, it managed to knock the hat out of her head. Enraged, Mrs. Calloway beat the farmer down. Frightened by their brute force, Jones' buddies retreated, never to be seen again. As the villains recovered and made their move to finish the heroes, they backed off by the sudden explosion of the windmill, a sign that Farmer Jones ended his life in a suicidal attempt, hoping that the heroes would suffer a great loss. As the fires from the explosion spread, the ACS fled while they still could. Taking advantage of the distraction, the Jack-in-the-Box made its reveal, intending to kill anyone on the spot. Justin noticed his assault and clashed blades with the evil toy. While it seemed that it managed to outfence the rodent, the Jack-in-the-Box made its foolish move to lunge at its target. Justin outmaneuvered his foe, hurling the toy to the flames of the explosion, destroying it entirely. As Napoleon's allies tired quickly, Benjamin and the farm animals made their move to overthrown Napoleon, followed by the League and the Dogs and Cats. Surrounded by all sides, Napoleon called for back up. Waul and Ratigan, however, had other plans, cutting their losses with the pig leader. As Ratigan fled through his blimp, Waul and his allies boarded a train, shipping them to parts unknown. Now alone, Napoleon was left at the mercy of his former subjects. Before they could stop him, however, Red, still in St. Bernard's disguise, suddenly appeared, telling them that Napoleon was his catch. As part of Napoleon's bargain, Red revealed that he would take his soul as means to his end. As they looked on, Red took his real form as a demonic hellcat, frightening both the pig leader and the heroes. Napoleon was helpless as Red took him to Chernabog's infernal realm, torturing him for eternity.

While watching over the destruction, the heroes noticed Claudadus, who was flushed out of hiding. Confronting them, the vicious cat stated that they shouldn not side with humans, explaining they were the cause of turning Earth into a hellish nightmare. Upon seeing that the animals were unconvinced, he decided to take them by force. As he lunged at them, Tramp and O'Malley stood up against him, engaging the vicious cat in a fight to the death. In the ensuing fight, they left a spilling oil tanker pouring the barn, further spreading the fires of the windmill's explosion. Realizing that Robyn Starling was caught into the direction of the fires, Tom, Jerry, Peter, Sasha, Ivan, Sonia, and Bernard rushed to save her, pulling her out of the path of the flames. As Claudandus' fight continued, the heroes were alerted by the arrival of Cruella, the only member of the ACS who remained on the Patch, who stormed into the barn. Finally meeting with each other, Claudandus lunged at the devil woman. Seeing his advance, Cruella tossed several knives at the vicious cat, brutally disemboweling his innards clear open. As Cruella left, finally exacting her vengeance upon her long-standing nemesis, the wounded Claudandus gave out of his final breath, expressing some regret about his evil deeds he committed and hoping for a better salvation. As they mourned his loss, a fire truck arrived to stop the fires from spreading out in the farm. Meanwhile, the Grand Duke of Owls and the Mouse King, who got detached from Waul's faction, watched the aftermath from afar, intrigued by the strange twist of events.

The Siege at the Horned King's Citadel

Crashing at Mount Sinai, the R.L.S. Legacy met with Aladdin and Moses' team. Upon learning that they were chased by Zurg and Marcus, the heroes decided to accommodate them to their faction until the time they would strike at their enemies. During the proceedings, a reunion blossomed as Dimitri reunited with Anastasia Romanov after their long separation. At the same time, Jim spotted Shang, whom Mulan mentioned as one of her previous companions, giving him the chance to meet her. With Patch of Heaven now in ashes, the farm animals were uncertain to choose their next course of action, not to mention that the were upset over the loss of the farm. In the darkest hour, the Great Owl arrived, informing them about the resistance's upcoming siege at Castle Grimhilde, stating that they needed their assistance as well. The League, along with the Dogs and Cats, then departed to meet with the resistance.

Near the boundaries of the Horned King's territory, Nemo's team rejoined with Garrett's division after the escape from the Forbidden Mountain. They were also joined by Hercules and his friends after the break-out from Grimhilde's castle. Now together, the Medieval Warriors began to make their assault on the Horned King's fortress, hoping to restore Lady Amalthea to her former self. While on their way to meet with the resistance, Pongo, Perdita, the Dalmatian puppies, Tom, Jerry, and Robyn found a temporary shelter under a bridge to hide from Aunt Figg, Lickboot, Jasper, and Horace. While Rolly nearly blew their cover, they managed to get him back. As soon as the villains left, the heroes flushed out of their hiding spot. Back on Sinai, Arthur, Odette, and her friends met with Aladdin, convincing that they were sent by Merlin to take some of his allies and join the Warriors in their fight against the Horned King's army. Even the Genie volunteered to accompany them as he had promised to make amends for Amalthea's sake. Assembling a force comprised by Julie, Germaine, the Darling children, the Lost Boys, Lady Kluck, and the Genie, Odette's team headed forward to join the Warriors.

At the same time, Snow White and Sir Peter's faction were on their way to meet with the Warriors until they stumbled on Rex, the elder Pinocchio, Clara, and their friends. Convincing of the Horned King's retaliation should they not stop him at once, Rex's faction willingly decided to partake on the assault, joining forces with them along the way. Returning to the Forbidden Mountain after their instigation on Tyler, Hades and Jafar informed of the warmonger's actions. However, Tyler's involvement had to be put on hold as the witch assigned the two of them to assist Ommadon, who mustered his dragon army to support the King; furthermore, she explained that they would back up the Horned King in his fight against the Warriors.

Passing through a snowy region, the Dogs and Cats were pursued by some of the ACS's remain members. Desperate to get off their tracks, the heroes found a van, which they believed it could take them to the resistance's position. Unfortunately, Cruella, Edgar, Medusa, Figg, Lickboot, Applecheek, and Sykes were on their trails. Most of the animal heroes boarded on the van undetected, while the others hopped on Fagin's scooter. Unfortunately, one of the Dalmatian puppies busted their cover, leaving Cruella to alarm the others, though not before she was humiliated by Horace and Jasper. Before they could reach them, Horace and Jasper were knocked aside by Rowf and Snitter, allowing for the dogs to embark on the van. Though Medusa collided with the truck's driver, she managed to veer of his path. As they slammed the van, Cruella, Medusa, and Edgar suddenly noticed a sideway next to a bridge the van was crossing that led to a different detour. As Medusa and Edgar took the detour, Cruella was crashed in a snowy drift. With Cruella, Medusa and Edgar chasing after the van, Sykes, Figg, Lickboot, and Applecheek pursued Fagin's scooter. Seeing them approaching, Jock, Trusty, Napoleon, and Lafayette ran after Applecheek's vehicle. In the confusion, Napoleon and Lafayette noticed a discarded motor-cycle and took control of it themselves, ready to engage the villains. While driving, the dogs soon found themselves on the path. As they crashed into Applecheek, splitting their own motor-cycle in the process, the scientist was thrown into a nearby river, taking him out of commission. Meanwhile, Sykes, Figg, and Lickboot continued the chase with Fagin, who drove into a subway station to lose them, only for the villains to follow him. In the midst of the chase, Balto appeared to aid Fagin's Dogs and Cats. As Sykes' cadillac bumped into Fagin's scooter, Robyn and Jenny fell off their vehicle and ended up on Sykes and Figg's cars. When Sykes tried to grabbed her, Jerry leaped at his vehicle and bit his hand, though he was smacked aside, driving him into the path of Roscoe and Desoto. Fortunately, Balto hopped into Sykes' cadillac, taking the dobermans by surprise. Though Roscoe tried to bring his foe down, he only managed to grab his bandana, leaving him to fall from the subway's rails. However, Desoto had better luck, pinning Balto to the car. Seeing him in danger, Jerry came to Balto's defense, returning the favor of rescuing him, knocking Desoto out the trails with a golf club. As Jenny tried to reach with the others, Figg grabbed her before she could do so. With Fagin distracted by the attackers, Tito took over driving the scooter and, seeing Figg's limousine coming, drove up onto the side of the railway bridge. As Sykes tossed Jerry and Balto out of the bridge, he turned to see Figg and Lickboot's car running at his path. The villains had a short time to scream before they crashed to each other, killing themselves in a fiery blaze. Meanwhile, Cruella managed to escape from the snow drift, emerging to face the heroes, though the top of her car got ripped off in the process, followed by Medusa and Edgar, who also managed to resurface onto the still-drivable part of the road. As the animal heroes horrifyingly looked on, Cruella rammed her way to the truck, colliding with it once again. At the same time, Horace and Jasper, who arrived to aid their mistress, planned to overthrown the truck from a ravine. However, Horace pulled out the steering wheel, making their truck slide down the mountain off aim and ended up hitting Cruella's car, dislodging it from where she had jammed it under the back of the moving van and sending both vehicles over the edge of the ravine as Medusa and Edgar looked on, though they survived the collision. While Medusa and Edgar escaped from the snowy region, Cruella launched into a tirade against her incompetent henchmen, though Jasper plucked up the courage to silence her, before she broke down in tears.

Back on Sinai, Jim asked Mushu if he had seen Mulan. The dragon explained that she was taking a bath near a river moments before she emerged from diving. As the situation got awkward, Mushu and Cri-Kee, Mulan's pet cricket, left the two teenagers alone to talk privately. Mulan questioned Jim the reasons for looking after her. Jim explained that the Legacy arrived with some new arrivals, some of whom might have recognized from her past encounters. Informed about the sudden news, Mulan got dressed up to meet up with them. Before the Warriors would arrive in Wales, the Horned King addressed his undead army, revealing that he yearned to become a god amongst mortals.

The Warriors made their way to the outer rim of the Horned King's fortress where they were intercepted by the King's vanguard, consisted of Dr. Facilier, Ruber, the Queen of Hearts, and the survived Nazgûl and Uruk-Hai. Though Robin Hood and the survived Nottingham militiamen stood up against the first squadron of the Uruks, the monsters managed to overwhelm them with their volley of arrows. When the Uruks advanced, Peter Pan, Taran, Prince Philip, the Beast, and Hercules assisted Robin in repelling the Uruks as they tried to reach up with them up. The joint effort of the Warriors managed to best their foes; Beast even toppled a unit of Uruks from a higher ground to their demises. At that moment, Ruber and his metal men made their reveal. Though Beast made an attempt to stop him, Ruber knocked him aside with his brute strength. He also managed to parry Belle's attack; catching her weapon in midair before disarming her. At the same time, Hercules took the moment to fall upon Ruber's griffin, constantly riding on him before getting off his back and injure him with a strong fist. Meanwhile, Avatar and Curdie faced the Queen of Hearts and her card army. Though Avatar managed to scatter the card soldiers, he was knocked aside by the Queen's flamingo pole. As things seemed intense for the heroes, Snow White's team, assisted by Rex and his gang, arrived on great timing, taking the Queen by surprise. In the distraction, Snow White threw a tapestry atop the Queen. Seeing her chance, Clara tossed a pie in the Queen's face, with Curdie proceeding to knock her out with a club as payback for his previous defeat. In the midst of the commotion, Gurgi reunited with Taran and his friends. Just then, Facilier arrived to deal with the heroes. Though Stanley charged at full force, he backed up as the voodoo doctor casted a spell that set his hair on fire. When the dwarfelles advanced, Facilier resummoned the Backson before them, much to their surprise. The Backson managed to shroud Garrett with his stiffs and knocked Sir Orin out of his horse. In the midst of the chaos, Ruber's metal men stepped forward, hurling a blade on Peter Pan, though the boy missed the shot. Denahi and Kuzco overpowered the monstrosities, plummeting them down to a river. Though Ruber mounted his griffin, preparing to strike any hero in his path, Pacha knocked him off his sidekick. As the Backson made his move towards Snow White, Weehawk, in retribution for his previous humiliation, charged at the beast, kicking him from a higher ground to Ruber's current position, taking him out of commission. As the heroes fled to the castle, the villains berated each other for their defeat.

The Warriors advanced on the castle gates of the Horned King's fortress, where Rothbart's task-force, consisted of Clavious, Zelda, Gnorga, and Odin, awaited for them. Though Odin attempted to kill Derek, he switched targets upon noticing Rex and his friends, using the powers of the Atlantean spear to topple the dinosaurs into a bottomless pit. However, Flora summoned magical parachutes to return them to the gates, saving them in the nick of time. On the other hand, Clavious had his own fight with the heroes, narrowly hitting Eilonwy, Hercules, and Denahi, though one of his darts managed to hit Cogsworth. The heroes watched as Clavious henchman, Knuckles, pushed giant boulder on their direction, intending to crush some of the Warriors. However, Hercules managed to hold the boulder, even by his own limits from Eris' deal, saving their lives. Meanwhile, Gnorga and Zelda faced the Warriors, with the former narrowly killing Taran with a spear and the latter blasting Merryweather with her wand. Spotting Kuzco, Rothbart transformed him into a turtle, before pinning the Beast down with his magic. At that moment, Yzma and Kronk arrived to cause more trouble. The devious adviser called upon Kuzco's royal guard, temporary recruited under her authority when Kuzco was ousted, to deal with the Warriors. The guards managed to overpower some of the heads of the resistance, including Lir, Derek, Hans, and Garrett. In spite of their efforts, however, they were transformed into animals by Crysta's magic. Despite this setback, the guards made a comeback, striking back at their foes. Surrounded by the villains, the Warriors were left at their mercy. Before Gnorga would blasted them, however, Aladdin's reinforcements arrived, with the Genie stunning the troll-queen with a single blast. As the Genie revealed himself to Amalthea, who was relieved to see her companion still alive, Odette and the Lost Boys finally reunited with Derek and Peter Pan after their long separation in the previous events. While distracted by the new arrivals, Yzma failed to notice Gus and Rosie charging at her direction, knocking her aside. At the same time, Knuckles was focused in striking John Darling down, though he was caught off guard by Arthur's ambush, who knocked him aside. Meanwhile, Rothbart's henchwoman, Bridget, found Archimedes, knocking him aside with a broom. Unfortunately, she was left opened for the Genie's attack, who ignited her face with a magical blast. Before Odin could blast the heroes again, Julie entrapped the phony god under a massive weight. With most their enemies defeated, the Warriors and the reinforcements proceed to enter the main chambers of the King's fortress, while the villains pursued after them.

Infiltrating the inner sanctum, the Warriors and the reinforcements found the Black Cauldron still active. At that moment, the Horned King revealed himself, taunting the heroes for their bravery and courage to face him and his allies; furthermore, he was backed up by Jafar and Hades, who arrived just in time to aid the necromancer. Knowing that they were outmatched, the villains demanded the Warriors to surrender, explaining that fewer casualties would be stemmed if they submit to their will. Just then, King Stefan and Merlin, leading the Royal and Wise Councils, arrived just in time to reinforce the Warriors, evening the odds. As the battle commenced, both the Horned King and King Stefan ordered their armies to attack. Though King Papa's royal guards and Giles put up a fight, the King's barbarians defeated them effortlessly. However, Julie and Sir Peter managed to break through their defenses, destroying their weapons; Frodo even took part in the fight, evading their assault by wearing the One-Ring, making him invisible and eluding the King's barbarians into a false alarm. Just then, the Horned King's remain allies, including the remain Uruks, bursted into the sanctum to aid the King. Leaving them to the French King, he clashed with the Uruks, slaying most of them in his path. Meanwhile, Ruber was challenged by Sir Ector and Sir Kay. Though his assault struck Kay down, it was halted by Ector's effort. At the same time, Gnorga spotted Philip and summoned dark thorny creatures to aid her in stopping the prince. The creatures managed to restrain him, though they were forced to release their quarry, as Flora, Fauna, and Merryweather blasted them down with their magic. At that moment, Mama Odie and Rafiki made their reveal to the villains. As Ruber charged at Odie, the voodoo priestess used her magic to crush Ruber and his men under the massive weight of Gnorga's creatures, putting him out commission. Infuriated by the new arrivals, Gnorga stepped forward to deal with the nuisances herself, bashing Phil into into the King's arsenal before taunting Clara. However, Figaro used the distraction to scratch her nose, allowing Rafiki to knock her down with his staff. At the same time, Kuzco was chased by Bridget. Spotting the Inca emperor, Mother Nature managed to undo Rothbart's magic, returning Kuzco to llama form. While distracted by Archimedes' interference, Bridget was left open for Phil's attack, ramming her into another section of the castle walls. Watching the Queen of Hearts approaching, Frodo and Nemo stood up against the threat. Though the Queen whacked Professor Genius with a flamingo pole, she was distracted by Icarus, leaving an opening for Frodo, who stabbed her with his knife, stunning her. While distracted, the heroes escaped from her clutches. Meanwhile, Yzma, Kronk, and her animal guardsmen tried to cut off the Warriors' escape. However, the Pagemaster used his powers to detour the animal army into a different path, plummeting them into a ravine below the fortress, frustrating Yzma. While Kronk chased after Jean-Bob, he was beaten up by Puffin. Spotting Derek, Yzma pushed a giant boulder in his direction, hoping to crush the prince. To her dismay, Derek managed to evade her tactic by scrambling up on a vine and charging at her direction, knocking her aside. Noticing Amalthea, Odin realized that she was the Unicorn in disguise. Determined to finish what he started, Odin blasted at her ankle, injuring her. When Lir stood up to save Amalthea, Odin stunned him with another blast from his spear. The Genie then arrived to assist as he came up with an idea. Realizing a different way to undo his former mistake and make amend, the Genie performed the same spell that transformed the Unicorn into a human, hoping that it would undo the previous effect. As Odin was prepared to fire another bolt of magic at Amalthea, intending to kill her for real, the Genie fired the spell at her friend, allowing the two combined spells to strike the being; his ploy succeeded as Amalthea was restored to her former self. Though he rejoiced on his companion's restoration, the Genie was threatened by Odin, who was enraged for his interference in killing the mythical being. The Unicorn, however, came to assist her friend, discarding his weapon and knocking it to the moat below the castle. Meanwhile, Clavious confronted the dwafs, taking them out effortlessly, though he was beaten back by Pacha. At the same time, Zelda blasted Kuzco at one of the castle walls. In the distraction, however, she was ambushed by Lady Kluck, who knocked her aside with a racket. Fed up by their progressive victories, Facilier summoned his shadow demons to deal with the fairies. Cornelius stepped up and obliterated most of them. However, he was caught by Facilier's attack, who pinned him to the ground. As Thumbelina looked on, Cornelius was about to be crushed by Facilier's foot. Just then, Batty Koda distracted the voodoo-witch long enough for Cornelius and the other fairies to escape through his steed. Hades then advanced, blasting Odette and Sir Orin down with his fiery flames. Just as he could finish Sir Orin, Hades was ambushed by Rex's attack, who swung his tail, knocking the god aside, before helping Sir Orin recovering. Rothbart, on the other hand, had plenty of time to deal with the Warriors, striking Peter Pan, Taran, and Tinker Bell down with his magic. Meanwhile, Jafar summoned some monsters to aid him, as the Warriors looked on. In spite of their efforts, the monsters were incapacitated by the heroes, with Julie blasting a minotaur with a concealed minigun, Gandalf striking a griffin down with his sword, and Nemo hitting a gigantic lizard with Morpheus' scepter. When Jafar's summoned red bull made its way to kill Snow White, it was caught by Woog's attack, who drove it away. While rallying his monsters, Jafar was caught off guard by Odette and Puffin, too late to stop them as they toppled him with rumbles. Schmendric then proceeded to annihilate the monsters with his magic, allowing the Warriors to turn their attention to the Horned King. Still, the King had the Black Cauldron to his advantage. Using its powers, the King commanded the Cauldron Born to arise and kill the Warriors. As the King channeled the Cauldron's effects to his undead army, the other Warriors spotted Ommadon and his dragon army approaching, who began to lay waste on the heroes. Dispatching a two-headed serpent and a multi-headed hydra at the sanctum, the monsters began terrorizing the heroes. The two-headed serpentine monster was distracted by Thumbelina and Ayden. Upon cornering the falcon, the monster unleashed its flaming breath, though Ayden evaded the shot in the nick of time, leaving the the beast to incinerate both of its heads, blowing it up. Meanwhile, the multi-headed hydra was tricked by Puffin and Icarus, who stepped forward to deal with the monster. Using their flexible skills, the heroes managed to mess up with the Hydra's heads, avoiding most of their attacks. By doing it so, the Hydra ended up tangled and strangled, proceeding to collapse in defeat. As the remain dragons descended to kill the Warriors, Merlin casted a powerful spell that put all of Ommadon's dragons in an enchanted sleep. However, Bryagh, who survived his encounter with Hercules, as well as Merlin's spell, started rampaging around the citadel. Furthermore, he was immune to the pain from Robin Hood's arrows as he attempted to hurt the dragon. Upon encountering Hercules, Bryagh grabbed the hero and attempted to throttle him, only for Beast to interfere and stun the dragon with his brute strength, leaving him to toss Hercules to the castle walls. Bryagh then turned his sights on Phillip, blasting his shield with his flaming breath. When the dragon prepared to finish the young prince, the fairies blessed Phillip's sword with their magic once again, using it to hurl the weapon into the beast's chest, finally slaying it. At that moment, the King succeeded in resurrecting the Cauldron Born, along with the Headless Horseman and the Red Bull, horrifying the resistance. As the Horseman gave chase after Snow White and the Unicorn, injuring Avatar in the process, the Red Bull stampeded on the Warriors, even managing to blast the Genie away with its fiery flames. Meanwhile, the other Warriors noticed Ommadon growing in immense size, as well as conjuring dragon heads from his body, becoming a near-indestructible force, further horrifying them. As the villains surrounded them, the heroes began to lose hope in the face of imminent death. In the midst of the chaos, Nemo spotted a giant column of fire and rock delivered by Maleficent in the previous events. Realizing that someone was entrapped, Nemo used the powers of Morpheus' scepter to destroy the column, releasing Zeus from his captivity, frustrating Hades; by freeing Zeus, Nemo extensively released the rest of the Olympian Gods. As soon as the Red Bull charged at the heroes, Zeus called upon his brother Poseidon, the Greek god of the Seas, to deal with the threat. The god of the seas unleashed torrents of ocean waves upon the beast, evaporating it alive. Meanwhile, the Horseman caught Garrett in his path, tossing a flaming pumpkin at him. Taking note of the spirit's actions, Garrett managed to deflect his attack in the nick of time, sending the pumpkin back to the spirit, finally destroying it, relieving him for killing the demon of his past. Turning his attention to Ommadon, Zeus blasted him with lightning bolts, destroying each of his dragon heads in quick succession. Mortally wounded, Ommadon collapsed and, seemingly, perished, leveling the entire fortress in the process. Witnessing the outcome of Ommadon's defeat, both Merlin and the Horned King teleported their allies away from the fortress as the castle collapsed to rumble.

Arriving at the main hideout on Sinai, Jim and Mulan met with Shang, who had a tearful and happy reunion, along with Yao, Ling, Chien-Po, and Shang's Chinese Imperial unit. Close by, Aladdin and Moses' team saw Sinbad and Eric's ships pulling into harbor near their hideout at Sinai. While Sinbad's crew suggested to combine their factions to bolster the resistance in the battle against Grimhilde's forces, Aladdin and Sinbad were hesitant to trust each other, especially after mentioning their past "encounters", despite being a setup by Eris. However, Tarzan intervened once again, convincing them that they managed to save their friends from the time of the execution and fight most of Grimhilde's forces during that time as a team. Having a common enemy in mind, Aladdin and Sinbad decided to put aside their differences and set forward to stop Grimhilde.

Fall of Grimhilde

At her castle in Germany, Queen Grimhilde and her allies, now joined by Scar's faction (having taken refuge at the Queen's castle after the escape from Pride Rock) and the remain ACS's members, mobilized their forces on Aladdin and Sinbad's factions, wanting to finish them all in one fell swoop. Tzekel Kan, on the other hand, retreated into his chambers to accelerate his own designs. Arriving at the coastline of Germany, Aladdin suggested to lead a force including Simba, Mickey, Colin, Frederic, and the Iron Giant in the siege of the Queen's castle while the others would remain in the seas with Sinbad in the coming battle. Elsewhere, the Dogs and Cats thanked Balto for his aid against the ACS and convinced him to join them on the siege at the Queen's castle. He was also reunited with his old friends: Jenna, Boris, Muk, and Luk, who were relieved to see him alive. Together, they set off to assist the resistance.

Back at the Queen's castle, Grimhilde assigned Yzma (who escaped from the destruction of the Horned King's castle) and the Chief Blue Meanie (who had taken refuge at the castle since the fight on the mountain pass) to guard the castle, knowing that the resistance was on its way to stop them, while she and her allies would remain inside the castle to accelerate Ogthar's final designs. Yzma, in particular, had a concocted plan as she revealed an immense mechanical robot to stop the resistance's assault. Deep in his chamber at the castle, Ogthar was prepared to hatch his latest batch of dinosaur eggs while Mowgli, 26, Richard Tyler, and their friends snuck undetected on the chamber. Coming up with an idea on how to fight them, the small group prepared to ambush the villains. Meanwhile, Ariel found Fly and his friends just as Joe swimmed by with his fish armada, searching the ocean for the resistance's current position on Grimhilde's orders.

After the siege at the Horned King's fortress, Merlin consulted with Garrett, explaining him about about the siege at Grimhilde's castle, which stood as a potential threat to the resistance. Assembling a force consisted of Peter Pan, Arthur, Archimedes, and the Seven Dwarfs, Merlin sent the heroes to assist the resistance, not before transforming Arthur into a sparrow. Garrett wished them good luck and stated that he, along with the Warriors, would meet with the resistance on Mount Sinai on Merlin and King Stefan's behalf.

Arriving at Castle Grimhilde, the resistance encountered the Chief Blue Meanie and his Meanie army defending it. With Merlin's reinforcements arriving on time, the resistance began its push to breach the keep. The Chief, however, launched a missile at their direction, scattering most of the heroes, before sending his soldiers to halt their advances. Upon being confronted by Pluto, the Chief bashed him away. Aladdin, Mickey, Donald, and Goofy fought their way through the Jack-the-Nippers, Snapping-Turks, easily incapacitating them. On the other hand, the Dreadful Flying Glove, who was revealed to have survived his defeat at the mountain pass, rammed his way unto Peter Pan only for the trickster to knock him back with a powerful kick. Enraged, the Glove unleashed a bolt of fire, narrowly burning Arthur and Archimedes. As the heroes overpowered the Blue Meanies, they confronted the castle's second line of defense: the mechanical robot operated by Yzma and Kronk. The robot proceeded to knock Osmosis Jones away, though it got distracted by Frederic, allowing the Iron Giant to hurl it across the landscape. Meanwhile, Scowl and Batso, who managed to escape from the dungeons, made one last attempt to aid Lord Maliss by seizing the dwarf Dopey. Though Scowl managed to retrieve him, he ultimately dropped him when Archimedes bit his tail; furthermore, the dwarf Grumpy bet him up with a club. With their enemies at the front door defeated, the resistance made its way to the interior, as Grimhilde watched on, who decided to retreat at Ogthar's chamber.

Meanwhile, Ogthar was prepared to hatch the last dinosaur eggs before he was joined by Grimhilde. As Ogthar relaxed for a bit, Mowgli, 26, Richard Tyler, and their friends decided to made their move, with Kex, Mara, and Spazz, in particular, mounting several Stratos' robots left behind by Ogthar. As the heroes ambushed them, Captain Hook ordered his pirates to blast Spazz's Stratos' robot, destroying its head, though Spazz managed to disembark in the nick of time. At that moment, the ambush team was joined by Aladdin and Merlin's reinforcements. Upon noticing Ogthar, Peter Pan taunted the warlord with mockery. In retaliation, Ogthar revealed his miniature canon and proceeded to shoot Pan down, though many of his shots missed its target. Summoning her cohorts, Grimhilde commanded them to stop the heroes at once. Maliss managed to beat Aladdin with his eye beams before knocking Jasmine away, though he got stunned by Mowgli's attack. Captain Hook, on the other hand, found Richard Tyler, with the boy arming himself with one of the pirates' spare swords. While he managed to hold most of Richard's blows, Hook switched targets with Colin, eager to have his revenge on him since his previous defeat. Though Hook consistently landed blows at his foe, Colin managed to parry most of them. Meanwhile, El Supremo ordered his soldiers to kill Aladdin and Mickey. Coming to the rescue, Peter Pan, Tantor, Pumbaa, Baloo, and Grumpy overpowered the soldiers with ease. Taking matters into her own hands, Messina transformed into a massive cobra and wrapped Aladdin in her coils, intending to crush the life out of him. Despite her efforts, Terk came to the rescue and bit Messina's coils, stunning her, allowing for Simba to knock her aside, freeing the street rat from her coils. With her allies incapacitated, Grimhilde decided to end the resistance herself. Using magic potions, Grimhilde summoned gusts of wind and lightning bolts to frighten the resistance, forcing them to submission. Yet, Frederic stood up against the wicked queen, using the psychic powers of his mind to turn the effects of Grimhilde's magic, combined with his own, against her; by doing so, Grimhilde was bound to her own curse, allowing her to be transformed into a hideous hag, as everyone looked on horrified. Meanwhile, Kex and Mara retrieved the dinosaur eggs before they could be hatched, bringing them into their robots. At that same time, El Supremo engaged Mickey to a swordfight. Ultimately, Supremo fenced Mickey and disarmed him in the process. Thinking for a way to save his friend's life, Goofy unexpectedly fell into a switch, activating Supremo's war machine and switching its setting, increasing the size of objects instead. As Supremo was standing below a shrunken Big Ben, the clock tower suddenly increased in size and lifted the terrorist of the ground, putting him out of commission. Meanwhile, Ogthar aimed at Aladdin and Mickey with his miniature cannon. While Ogthar prepared to shoot them, Mickey armed himself with an immense log and rammed his way to warlord, tackling him in the process. By doing so, he misled his shot, as it blasted the ceiling of the chamber, causing the entire ground to crumble. As Grimhilde, Maliss, Hook, and Messina escaped the ensuing destruction, 26 took the "Ruby Sunstone" while Kex and Mara recovered the last of Ogthar's unhatched eggs, allowing for the heroes to escape as well. In the wake of destruction, Supremo was buried alive, seemingly perishing in the rumbles. Unknown to Grimhilde and the resistance, Ogthar managed to survive the destruction by lurking in one of his deadliest robots.

After the siege at the castle, Archimedes and Arthur returned to Merlin and the Medieval Warriors, demanding more reinforcements to assist the resistance, knowing that there were more foes awaiting for them. Merlin granted permission, assigning Taran, Eilonwy, Fflewddur Fflam, Kida, Hercules, and the Seven Dwarfelles to aid the hero forces, not before turning Arthur into a fish to assist Ariel. Meanwhile, Clara and the elder Pinocchio ran into the League of Gentlemice, who proposed them to aid Sinbad's forces on the seas, having been informed about their position by the Wise Council. The group gladly set off to find the resistance on Sinbad and Eric's ships.

Under the seas, inside Monstro's mouth, Rocko appeared to be still alive. He was not alone, however, as Clara and Pinocchios' parents, the Geppetos and Drosselmeier, were also seen imprisoned, having been swallowed by the whale in-between the events. As Rocko and the parents bawled out each other for not thinking a way to free themselves from Monstro, the penguin spotted King Triton, still a sea polyp, in the confusion, who was also swallowed by Monstro during his time as a sea creature. Outside of the boundaries of Castle Grimhilde, Hazel, Bambi, Tod, and the Vultures met with Woundwort and his loyal rabbits, calling a truce to settle for negotiations, as well as an offer of alliance against Grimhilde and Scar. Unfortunately, Woundwort spurned the offering of alliance, desiring to stay on Scar's dominant side, exclaiming that the next time he would meet them he would tear their throats, as the others horrifyingly heard on.

Searching through the seas, Arthur found Ariel, Fly, and their friends. However, it was a matter of time before they would be busted by Ursula, Joe, Marina del Ray, and their minions, having scoured the seas in search for the resistance's position. As Ursula captured Fly and Stella in her tentacles, she was forced to release them after Chuck stunned her with an electric shot. On the other hand, Joe chased after Arthur, only to be pelted down by Ariel's shove. While Joe had his own fight, his crab general revealed himself to Sebastian, wanting nothing more than revenge for his previous defeat. Though it managed to knock away Sebastian, the crab general found a potential threat in Arthur; indeed, the boy seized a broken arrow from the seafloor to use as a weapon. While intimidated by the crab's immense and frightening appearance, Arthur managed to muster his courage and shove the arrow into the crab, killing him, with Sebastian applauding his bravery. Meanwhile, Fly, Chuck, and Stella were confronted by del Ray, who pursued after them, though she fell into the sand right before she could capture them. Noticing that his foe is down, Fly attempted to make a stand only for del Ray to recover and injure the boy with a sharp seashell, badly injuring him. As his companions tended to him, the rest of the heroes were cornered by the villains. Suddenly, a giant whirlwind washed over Joe's marine army, including his white shark. Ursula and del Ray made their escape, cutting their looses with their quarry. After seeing Fly and his friends being swept over by the whirlwind, Ariel rushed quickly, saving Fly from a similar fate, though he was still suffering from del Ray's shot. Seeing no further options, Joe decided to retreated, not before setting on the loose several piranhas after the heroes. As Flounder and Sebastian fought their way through the piranhas, Ariel caught up with Joe and engaged the fish into a psychological battle, insulting his intelligence. Fed by her lies, Joe fell into her trap as he drank more of Yzma's potion, gradually turning into a human like beast. After realizing he had been tricked, Joe wheezed before he finally drowned, causing his lifeless body to be carried away by the ocean waves, as Ariel looked on. Noticing some spare potions left at the bottom of the ocean, Ariel picked them up and attempted to bring them to Fly, hoping to heal his wounds and restore his former self along with his friends. Unknown to Ariel, Joe's rampage, as well as the sudden whirlwind, awakened Monstro from his slumber, who was ready to swallow anyone he could find in his path. The heroes escaped before Monstro could swallow them alive.

On the cliffs, outside of Castle Grimhilde, Hazel, Bambi, and Tod returned to their fellow animal friends, along with Pooh, Littlefoot, Tiana, Naveen, the Vultures, and their friends, where they were alarmed by Silver and Hyzenthlay about the arrival of McLeach and some of the forces of Scar. Knowing that they were no match against their inevitable wrath, Hazel urged the others to flee to the resistance's position. However, the heroes refused to retreat and instead choose to fight with him. During these moments, they were also joined by Kida, Archimedes (who detached from Merlin's task-force to assist the wilderness heroes), and Kenai. As Woundwort, Niju, Drake, and McLeach revealed themselves, the heroes prepared to make their stand against their enemies. Drake, in particular, smacked Ray aside just as he charged at his direction; hurled a stone to Tod, though the fox managed to avoid his shot; and overpowered Louis with his brute force. However, he was caught off guard by Tiana and Naveen, who injured the penguin. Vulnerable to their surprise attack, Bambi made his move, knocking Drake from the waterfalls below the cliff. However, he was ambushed by Niju, who intended to kill him on the spot, knocking Kida, who rushed to protect him, in the process. Spotting Koda, Niju made his move to kill him only for Kenai to reveal himself and destroy the ground beneath Niju, toppling the wolf into the waterfalls below, drowning in the process. Just then, Ariel, Arthur, and Fly, who managed to escape Monstro's rampage, arrived on the cliffs, where they witnessed the fight between Hazel and Woundwort's forces. While Rabbit fended Woundwort's loyal rabbits, he was attacked by the general himself, as Woundwort made his move to kill them. Stepping forward, Tod lunged at the rabbit and fought him on his own. Meanwhile, McLeach's pet Joanna made her move to kill Ducky. However, Blackavar noticed her assault and engaged in battle with her. In spite of his efforts, Blackavar was mauled to death by Joanna. In retaliation, Big Wig tore Joanna's tail, stunning her. Suddenly, Faline and Hyzenthlay sensed the arrival of McLeach's hunting dogs, alerting the others. Meanwhile, McLeach focused on Littlefoot and Cera, thrashing the latter with a dagger. However, he was thrown into a pit by Littlefoot. Rushing to his master's side, Joanna knocked Littlefoot to the waterfalls below with a swing of her tail; his fear of swimming being his weakness, Littlefoot was gradually drowning. Upon witnessing him, Ariel and Kida submerged to save Littlefoot's life. Behind them, Tod managed to claw his way through Woundwort, though he was mauled by the rabbit's ferocity. Before he would strike the fatal blow, Archimedes and the Vultures came to assist, distracting the rabbit long enough for the hunting dogs to make their reveal. As the dogs tore some of Woundwort's loyal rabbits, the others decided to retreat, despite Woundwort's claims to return and fight. Just then, a hunting dog spotted Woundwort ranting, and hustled to kill him. Woundwort fearlessly stood his ground and viciously lunged at the dog, though he was mauled and killed by the dog's teeth, as the others horrifyingly looked on. Meanwhile, Ariel and Kida retrieved Littlefoot and brought him to the surface, reconciling with his friends. At that moment, Scuttle made his reveal and informed the heroes about the resistance's ongoing fight with Grimhilde's forces. Eager to save their friends, Ariel, Kida, Littlefoot, Pooh, and their friends ventured forward to aid the resistance, though they failed to notice McLeach emerging from the pit.

As they awaited for Aladdin's reinforcements, Sinbad and Eric's forces noticed the Jolly Roger ramming its way to the ships, allowing for Captain Hook and his pirates (who took to the seas after the raid on Castle Grimhilde) to storm on the flagships of the resistance. As Sinbad's crewmen and passengers valiantly fought Hook's pirates, overpowering them with ease, the others confronted Morgana (who also made her reveal to the heroes), who drove Dimitri away with a wave of magical energy as he tried to reach her. At that moment, Ariel and Kida arrived to assist the resistance, but they were not alone. Messina (who also took on the seas), joined the fray, desiring nothing more than the resistance's annihilation in response to her husband's death. Transforming into a giant monstrous cephalopod mollusk, Messina laid waste on the resistance, capturing Tarzan in the process. As Vinny and Moliere attempted to stop her, Messina knocked them away before they could so. However, Kida managed to break through her defenses, stunning the monster with a knife, allowing to release Tarzan from her tentacles. Realizing that they were no match for Morgana and Messina, Ariel and Tarzan devised a plan to stop them. Climbing to the masts of the Jolly Roger while Messina and Morgana pursued them, Ariel and Tarzan cut the ropes that contained the masts, leaving them to crush into Messina while knocking Morgana overboard. As Messina's dead body plunged into the ocean waters below, Morgana beat a hasty retreat after being overwhelmed by the resistance. In the confusion, Hook ambushed Sinbad, desiring more than ever to kill his adversary. Though he managed to swashbuckle the Arabic pirate, he was caught off guard by impending cannon blasts that send him to the brick of the Jolly Roger. To the resistance's surprise, the cannon blasts were fired by Prince Proteus' flagship, which had been alarmed of Sinbad's capture by Grimhilde's forces. As Proteus and Sinbad reconciled after their long separation, Kida managed to find Milo, reuniting with him at last, as the others happily looked on. The resistance, backed up by Proteus and his royal guard, fled from the Jolly Roger to seek Aladdin's reinforcements. In the midst of the chaos, Hook took rage on Smee, demanding him to fix the ship at once.

Close by Sinbad's position, Clara, Pinocchio, the children, and the League boarded a steamboat and headed straight to meet with the resistance. As Scalawag and Igor were fishing during the proceedings, their rods caught a giant "fish". As they attempted to pull back, they foolishly realized that the "fish" they captured was the mighty Monstro, who swept them aside. As the children tried to retrieve the two con men, the rest of them looked in horror as the whale turned his attention to the steamboat. Leaping out to the seas in the nick of time, Monstro smashed the steamboat to pieces. Realizing that they were done for, the League and the children spotted the flagships of Sinbad, Eric, and Proteus approaching, having noticing Monstro's rampage for afar. As they ushered to their call, the League and the children hopped on the ships, where they finally meet with the resistance. Though they temporarily managed to escape Monstro, the resistance had to put up their effort in stopping Ursula, who arrived to finish the resistance herself; this time without the aid of del Ray who had gone to hiding. As Ursula readied the Trident, Chuck attacked her and forced the blast off course, leaving to hit Monstro instead, attracting its attention. Humiliated and enraged, Ursula unleashed the full power of the Trident and grew into a colossal sea goddess. As the resistance looked on, Ursula summoned a mighty storm to assert her dominance just as Pooh, Littlefoot, and their friends arrived on the shoreline. As Ursula unleashed her wrath and the powers of the Trident, she narrowly swept most of the passengers away from the ships, including Pooh, Littlefoot, and co. After Fievel took off to the masts, he was left in the opening of Ursula's attack. However, Basil retrieved Fievel in the nick of time just as Ursula fired at Sinbad's ship, igniting it alive. As Ursula flushed away most of the passengers, the resistance's joint effort, backed up by their camaraderie, managed to put the heroes on hold. Leaping on Eric's ship, the resistance unfurled its sails while Marina took the ship's steering wheel, guiding it to Ursula's path. As Ursula was too late to realize the set up, Marina thrusted the ship's splintered bow through her abdomen. As the others leaped on the other flagships, Ursula was dropped dead onto the ship and sank into the sea as her dismembered body remains fell to the ocean floor. While relieved at Ursula's defeat, the resistance had yet to rest, as Monstro emerged and made his move towards the ships, intending to crush them on the spot. Just then, Sinbad came with an idea, as he began lighten up a gunpowder barrel. As the whale drew near, Sinbad launched the gunpowder barrel at his open mouth, swallowing it whole. As the gunpowder took effect, Monstro was blown up by the resulting explosion, rinsing out his captives in the process.

Landing on the shoreline after the fight on the seas, Sinbad's forces finally rest up, with most of them being seasick after the hardships they endured. In the proceedings, Rocko reunited with Hubie and his friends while Drosselmeier and the two Geppetos reconciled with their children. Soon enough, Aladdin and his reinforcements arrived after the siege at Castle Grimhilde, followed by Merlin who transformed Arthur back to a human. Amongst the resistance's forces, the Seven Dwarfs found their Snow White, reuniting with her at last. Knowing that Grimhilde was defeated, Merlin ushered the resistance to Mount Sinai, where Moses and the Royal Council awaited for them. Before they could so, 26 planned to rid of the "Ruby Sunstone" by tossing it to a nearby volcano crate. However, Ogthar, now operating a mechanical scorpion, revealed himself from the rumbles and shred the Stratos' robot Kex was mounting, leaving him unable to move. To make matters worse, Grimhilde, still in her hag form, arrived to make more trouble for the resistance by summoning her newly dinosaur army before them, frightening most of the heroes. While most of the resistance scattered off to separate paths, Ogthar noticed Mowgli and 26, who possessed the "Sunstone", commanding his lackeys to chase after them, all at the same Grimhilde dispatching her dinosaur army to kill the heroes.

After the fight on the ocean, the Trident returned to Triton, who managed to escape captivity from Monstro, following Ursula and Messina's demises. With Messina's curse undone, Triton was restored to his normal form. Deep into his secret chamber on Castle Grimhilde, Tzekel Kan performed a ritual, awakening a colossal jaguar statue with a necessary sacrifice to serve him as his primary guardian, hoping that he would crush the resistance and Grimhilde in one fell swoop. Back on Sinai, the R.L.S. Legacy were fixing their damaged spacecraft after the critical landing. In the proceedings, Shang met with Jim, thanking him for taking care of Mulan. He also explained that he would be together with Mulan as soon as the war would be over, and would return to China to rebuild what Tyler had destroyed. The situation left Jim with conflicting emotions, considering the times he had spent with Mulan together.

On the run from Grimhilde's dinosaur army, Mickey, Pooh, Alice, the Mad Hatter, the March Hare, and their friends happened on Taran, Eilonwy, and Fflewddur Fflam on the dam near Castle Grimhilde. Just as they stated their escapades with Grimhilde's forces, the small group noticed the dam Froglip and his goblins were demolishing, and followed after them to investigate their actions. In the wilds of Africa, Pterano isolated himself from the conflict until he was found by Rafiki, who informed him about the siege on Castle Grimhilde, telling him that his nephew and his allies needed his help in the battle against Grimhilde's dinosaur army. While frightened at the mention of the newly summoned dinosaurs, Pterano mustered his courage to save his nephew, heading off to the castle while hoping to atone for his previous mistakes. Detaching briefly from the resistance, Tarzan and Scuttle pondered about their next move to beat Grimhilde's army. The pair then noticed another herd of dinosaurs, which had been alarmed to Germany by Sharptooth's rampage. After noticing their mild behavior, at least compared to the other ferocious dinosaurs, Tarzan was convinced that the dinosaurs would be potential allies; furthermore, he came up with an idea to save the resistance.

While running from the newly born dinosaurs, some of the resistance's forces were intercepted by Scar and his remain forces. As Shenzi, Banzai, and Ed closed in, Petrie tossed a stone at them, to no vail however, as they kept chasing the small quarry, though they were beaten by Spike. Meanwhile, Nuka lunged at Colin, knocking him down, though he was bested by Dahlia. As Ozzy and Strut arrived to cause more trouble, beating Dumbo and Jiminy in the process, Esmeralda came to their defense, overpowering them with a large rod. Scar then made his reveal, followed by Rinkus and Sierra, threatening Ducky and Petrie. As they menaced after the heroes, Justin bore his sword and sliced Scar's face, injuring him. Rinkus and Sierra attempted to devour Tiana, Naveen, and some of the League's members, though they managed to escape from their clutches. Distracted, Rinkus and Sierra were caught off guard by Jake's attack, though they managed to retaliate and strike back, knocking the rodent down. However, they failed to notice Peter Pan, who plunged the pterosaurs with an anchor down to a ravine. At the same time, Anastasia Romanov was threatened by Zira, who punched her down to the ravine. However, Dimitri came to her defense, besting Zira with a log as she tried to lung at him, saving Anastasia from falling down. At that moment, the Deinonychus, Albertosaurus, Spinosaurus, and the Baryonyx caught up with the resistance, forcing the group to fight back. Though they managed to blow several hits, the dinosaurs overwhelmed them with their numbers. Falling back, the resistance noticed Hercules, who arrived just in time to aid the heroes. Noticing a rocky cliff, Hercules punched at it, causing chunks of rocks to fall upon the Baryonyx, taking them out commission. As they thanked Hercules for his support, the resistance decided to retreat deeper into the wilds as Grimhilde's dinosaurs pursue them. Unbeknown to them, the Baryonyx managed to emerge from the rockslide, joining up with the others to kill the heroes.

Close by, the other separated heroes were chased by Rhoga and Thudd, who caught them up just as Kex's Stratos robot shut down after being disfunctioned by Ogthar. Though Thudd believed they were done for, Rhoga on the other hand realized that something was off, noticing the heroes giving up easily. As Rhoga noticed that they were standing on a sand pit, the dinosaur realized that they ambushed. At that moment, Terk, while swinging on a vine, shoved them into the pit. To humiliate them, furthermore, Tantor pulled down a massive tree atop them, though only Rhoga received the hit, putting them out commission. Meanwhile, Kaa found the Baghdad thief and mesmerized him before attempting to devour him alive. However, Tack and Yum-Yum rushed to his aid, hitting the python with a tree branch, stunning him, allowing the thief to recover and join the others. Just then, Shere Khan revealed himself to the resistance. Though Chel attempted to pull up a fight, the tiger tackled her effortlessly. Fortunately, Miguel and Tulio bought time to distract Khan long enough for Kex to knock the tiger flat with his skateboard. Before they could rejoice with the others, the resistance was intercepted by some of Grimhilde's dinosaurs including the Velociraptors, the Utahraptors, the Giganotosaurus, and the Allosaurus. As the Velociraptors chased after Jane and Archimedes Porter, the two heroes climbed a tree to elude the beasts, saving their lives in the nick of time. While distracted, Dopey shoved one of the Velociraptors away from the Porters, though he was threatened by the remain dinosaurs. Coming to his defense, Baloo and Grumpy overpowered the Velociraptors with ease. Meanwhile, the Utahraptors pursued Tod only to be caught into the path of Tantor, who bested them with his brute strength. Relieved to escape from the Utahraptors, Tod, alongside with Bambi and Vixey, was caught by the Giganotosaurus and the Allosaurus, which chased after the group. Luring the Allosaurus into a cove, Tod, Vixey, and Bambi fled just as the Allosaurus smashed his way to the cove, getting stuck in the process. While incapacitated, the resistance's forces retreated deeper into the wilds as the remain dinosaurs chased after the heroes.

Back at the dam, Mickey, Taran, Alice, and Pooh, and their friends learned Froglip's scheme to tear the dam down. Before they could alert the resistance, however, they were busted by Froglip who commanded his goblins to seize them on the spot. While engaging the goblins, Taran learned their weakness and tried to use it to his advantage, though he was bested by one of Froglip's goblins in the process. Coming to his defense, the Mad Hatter and the March Hare stood up for him. Though the Goblin King managed to stun the Hatter, the Hare bested several goblins in return with his mallet, forcing the King to cease his attacks. Taking note of Taran's techniques against the goblins, Rabbit fought through their defenses, incapacitating many goblins in his path. While Donald tried to hold his own battle against the Goblin Queen, who commanded her minions to fight back, his weapon was no match against the Queen's vulnerability. As she discarded Donald, the Queen turned her attention to Mickey. In the distraction, however, Pluto lunged at the Queen, briefly stunning her. Tigger then proceeded to strain the Queen with ropes, allowing for Goofy to knock her of her feet. While incapacitated, Alice destroyed the Queen's rock shoes, destroying her defense shield and leaving her feet exposed. With the heroes finding a second wind, the goblins were driven away from the dam. While they rejoiced for defeating their foes, the heroes were caught off guard when Froglip and the Queen ordered their remain minions to destroy the dam, a task they eventually succeeded. With the dam destroyed, the rushing waters headed straight towards to a vast gorge outside the borders of Castle Grimhilde's region, where the resistance was currently situated, not before sweeping Froglip, the goblins, and the heroes away by the current.

Arriving at the vast gorge, Sinbad's forces made attempts to thrash the dinosaurs. On the other hand, Ariel gave the potions left on the ocean to restore Fly and his friends. Unfortunately, they were shattered by gunshots fired by Clayton and his band of poachers, who revealed themselves to the resistance along with Sabor and Lumpjaw. While Frederic and Sinbad bested the poachers on the front, Ducky and Petrie dropped a barrage of coconuts on the others who took shelter. Soon enough, Aladdin and Hercules' forces arrived to even the odds. As Sabor went for the kill, Colin intercepted his attack, wounding the leopard with a clean cut from his sword. Nonetheless, Sabor recovered and advanced to kill the Watership Down rabbits. Seeing Silver in trouble, Big Wig distracted Sabor, luring him into a pit, causing the leopard to fall to her demise. Lumpjaw then drew in ramming its way to Big Wig, though he was stunned by Ducky and Petrie's ammunitions of coconuts. In rage, the bear hacked the tree in half, causing Ducky and Petrie to fall in his path. As it wouldn't get any worse, Clayton and his remain poachers surrounded the resistance just as the Velociraptors and Utahraptors arrived to kill their foes. Before Clayton could shoot Littlefoot, however, Tarzan and Scuttle arrived to confront the poachers and raptors alongside with the herd of dinosaurs they recruited, including Cera's father Daddy Topps, Ducky's mother Mama Swimmer, Petrie's mother Mama Flyer, and Littlefoot's grandparents Grandpa and Grandma Longneck, convincing them that Littlefoot and his friends were in danger. As Lumpjaw grabbed a boulder intending to crush the dinosaurs, Grandpa Longneck knocked him off his feet with a swing of his tail. On the other hand, a poacher made his move to kill the resistance only to be beaten by Daddy Topps' charge. As the Velociraptors drew in, Simba dealt with the first squadron while Kenai dropped a barrage of boulders upon the approaching raptors, burning them in rumbles. At that moment, McLeach arrived to aid Clayton, blasting a missile towards the grown up dinosaurs, narrowly killing them. While McLeach was distracted on the front, Dahlia crept up from behind and shut down the halftrack's engine, keeping him from using most of his arsenal. Nonetheless, McLeach seized his rifle, determined to kill his foes. As she threatened Ariel with his rifle, McLeach switched targets when Littlefoot came to her defense. Coming up with a plan, Littlefoot provided diversion so long as McLeach was distracted in killing the young sauropod. Meanwhile, Cera and Ducky provoked Joanna to chase after them. As Joanna chased after Ducky and McLeach prepared to shoot Littlefoot, Ducky managed to hop from Joanna's leap, causing her to jump on McLeach, throwing off his aim. Petrie then dove in and knocked the poacher into the river near the gorge. As Lumpjaw went on a rampage, destroying most of the landscape with a wooden log, he confronted Big Wig and intended to crush him. However, Grandpa Longneck outmaneuvered the bear with another swing, shoving him to the same river McLeach had fell. As McLeach and Lumpjaw were pulled off by the rapids, the resistance rejoiced for winning over their foes. Suddenly, Grandpa Longneck was shot by Clayton's double barrel, the only poacher remained on the gorge. Noticing Clayton, Anastasia Romanov intervened and knocked out the poacher with brute force, disarming him from his weapon. As she quarreled with the poacher, Anastasia was subsequently struck by Clayton's punch. As Sinbad rushed to stop the poacher, Clayton retrieved his gun and intended to kill the pirate. Before he could so, he was caught on the path of Tarzan and Daddy Topps. Distracted in killing his foe, Clayton suddenly realized Daddy Topp's reveal, though he was too late to escape from his path, as the Triceratops impaled the poacher with his horn, brutally murdering him, as the others horrifying looked on. Daddy Topps discarded the dead body on the landscape before turning his attention to the raptors. Meanwhile, the Velociraptors emerged from the rumble and laid waste on the resistance, now accompanied by the arriving Utahraptors. Though Tarzan managed to fend off most of the raptors, he was injured and subdued by the remain Velociraptors. Fortunately, Simba came to his defense, overpowering several Velociraptors that subdued the lord of the apes. However, the Velociraptors recovered and joined with the Utaharaptors to surround the resistance. Cornered, the heroes began to fall back. At that moment, Littlefoot and Nala saw the waters from the destroyed dam approaching the site, alerting the others to escape from the gorge. As the resistance fled to safety, the Velociraptors and Utahraptors were swept away by the waters into a ravine, which formed a waterfall. Coincidentally, the goblins, including the Goblin King and Queen, were also dragged into the ravine and subsequently fell to their apparent demises. As Mickey, Pooh, Alice, Taran, and their friends managed to pull themselves to shore, they failed to notice Froglip who made his way to Taran, emerging from the waters in the process. As his friends looked on, Taran tried to hold his ground against Froglip, gaining the upper hand against him. When Froglip began to lose balance, Taran shoved the goblin down to the ravine with a powerful kick, knocking him down the ravine to his demise. As the resistance was relieved for defeating their foes, some heroes ushered the others to assist Mowgli and 26 in their fight against Grimhilde's forces.

Meanwhile, Mowgli and 26 were pursued by Ogthar, still inside his mechanical robot, on the slopes of the volcano crate. As the resistance, now joined by the Dwarfelles, arrived to the scene, 26 and Mowgli reached to a dead end. Desperate, the pair scaled the crate. However, Ogthar caught up on the two and attempted to bring them down. Fortunately, Hercules came to their defense, using his brute force to grab the mechanical robot, stopping its attack. Though Ogthar tried to gain his ground, Hercules tossed the robot down to the ground, shattering it to pieces. While 26 and Mowgli thanked Hercules for the assistance, Grimhilde made her reveal and dispatched her remain loyal dinosaurs to the resistance. She was also joined by Nessus, Amos Slade and his hunting dogs. While Nessus focused on Tack, Miguel, and Tulio, Sinbad took the chance to beat him back, allowing the three of them to escape from his grip. Recognizing his previous enemy, Nessus charged at the pirate at full force, eager to have his vengeance for his previous humiliation. However, Sinbad proved a tough fighter, punching the centaur into the air before he fell to the ground. Nessus stood up in a daze, but was knocked down again by Marina's club, finally beating him. At the same time, Steele challenged some of the weak fighters, besting Abu, Zazu, and Ratty with ease. At that moment, the Dogs and Cats arrived to assist the resistance, with Pongo overpowering the husky dog. Amongst their number, Slade spotted Snitter and aimed at his position, eager to have his revenge. Fortunately, Boris threw of his aim, causing him to miss the shot. Just then, the remain dinosaurs arrived to cause more trouble. As the Albertosaurus made its move, Terk distracted him with snowballs, long enough for Hercules to punch him down to a boulder. Elsewhere, the Spinosaurus chased after Kenai who lured him into a boulder formation. As the bear was able to pass through the formation, the Spinosaurus was not lucky; Kenai was successful in incapacitating the dinosaur for good. However, a recovered Albertosaurus turned his attention to the other heroes. In quick thought, Quasimodo hurled a giant trunk to the direction of the dinosaur. By doing so, the Albertosaurus ended up dragged by the trunk, which drove him down to a ravine to its demise. At the same time, the Allosaurus and the Giganotosaurus pursued Kenai, Koda, Pooh, and Tigger. As the heroes passed through a canyon, the Allosaurus caught up. However, Kenai, Pooh, and their friends escaped just as the pass to the canyon was destroyed, causing the Allosaurus to fall down to the ravine. Noticing Pooh and his friends, Alice, Tod, and Vixey, the Giganotosaurus made its way to the heroes, threatening them with his upon cornering them. In spite of its efforts, the heroes managed to escape from his path, switching targets at Aladdin and Mickey instead. At that moment, Abu interfered and bought time for the others to escape. As the dinosaur was about to eat the monkey, Abu slipped in, leaving it to bit its tail instead, screaming in pain. Seeing Abu in danger, Tantor made his way to stop him. After shoving the dinosaur to the edge of a cliff, Tantor gave a boost to Tarzan, who knocked the Giganotosaurus down to the waters below the cliff. Just then, the Baryonyx showed up, eager to take on the heroes, managing to corner most of the heroes. Seeing that they were standing atop a fissure, Timon dove in and rushed under the Baryonyx. As the meerkat avoid their attacks, he dug away at the ground, causing it to collapse under the Baryonyx, who plummeted down the ravine, with Timon emerging safely from the fissure. As Grimhilde looked on as her dinosaur army fell before her eyes, Ogthar managed to emerge from the rumbles and turned his attention to Mowgli and 26, scaling the volcano crate, despite his intentions to kill the others first. As Ogthar focused on seizing the " Ruby Stone" from the current possessors, both Grimhilde and the resistance were caught off guard by Tzekel Kan's reveal, who arrived with his colossal stone guardian at his side. The guardian laid waste to the resistance, incapacitating most of the heroes in its path. Thinking of a plan to save the heroes, Simba and Aladdin became living baits, luring the guardian out of the resistance's reach. However, it managed to caught the two leaders, pinning them to the edge of a cliff. As Simba managed to escape from the cliff, Aladdin was not lucky, as he tripped down to the ravine. Though he was believed he was done for, Aladdin was suddenly floated and pulled to the shore by a magical blast; it turned out it was the doing of Triton, who arrived just in time to aid the resistance, sending the street rat to safety with a blast of his Trident. Spotting Tzekel Kan and his guardian, Triton destroyed the ground beneath their feet, sending them plummeting to the river below the cliff. As the guardian was plunged into the depths of the river, Kan was swept downstream by the current. Just then, Pterano arrived on the volcano crater, watching on as 26 and Mowgli scaled up the summit, followed in suit by Ogthar. As the warrior surrounded the heroes, he demanded them to give him the "Sunstone". When 26 and Mowgli threatened Ogthar to drop the "Stone" to the crater, Ogthar persuaded them not to drop it, explaining that the "Stone" was important to them just as it was important to him. In the brief moment of distraction, Ogthar managed to seize the "Stone", mocking his enemies for failing to his deceitful trick. Mowgli then fought the warrior on his own. By doing so, the ground beneath them began to crumble, sending both hero and villain parties down to the lava flow of the crater. Seeing the heroes in danger, Pterano rushed in, saving them in the nick of time before they would fall to their demises. As for Ogthar, he fell to the lava flow, this time killing him for good with no hopes of returning. The Pteranodon took the heroes to resistance's position where they reconciled with their friends. As Pterano attempted to make amends for Simba and his friends, the others spotted Grimhilde, who decided to cut looses. As she scaled the volcano crater, Grimhilde realized that she was surrounded by all sides. As Littlefoot's friends and the dwarfelles attempted to reach her, Grimhilde used a tree branch to shove a boulder upon them as a final means to crush them. As the cackled Grimhilde was almost ready to kill them, the dwarfelle Thunderella mustered her powers to summon a lightning bolt and blast it at Grimhilde's direction. By doing so, the bolt struck the ledge of the cliff, destroying the ground beneath the hag and causing her to fall hundreds of feet below to her death. The boulder tumbled down after her, crushing her body. Littlefoot and his friends looked on as two menacing vultures flew down to devour her remains.

As the Velociraptors emerged from the waters nearly far away from the resistance's position, they noticed Tzekel Kan, who was also revealed to have survive the rapids. Close by, Captain Hook watched the shaman's sealed fate from the shadows. Having outlived his usefulness, Hook gleefully looked on as Kan was devoured alive by the Velociraptors despite the shaman's screams of mercy. With Cruella defeated, Medusa and Edgar quit the ACS and headed to the Red Lobster Inn to meet with their new acquaintances. However Slade was still focused on killing Snitter, a thought also passed to Copper and Steele. In the aftermath of the battle, Lord Maliss and the Blue Meanies returned to Magic Mirror's chamber at Castle Grimhilde and consulted the Mirror for the whereabouts of Grimhilde. Upon learning of her sister's death by the resistance, Maliss vowed vengeance against those responsible for her murder, an act of retribution also passed to the Chief Blue Meanie's desire. Elsewhere, the Allosaurus managed to survive its fall, though it was found by Puppetino who brainwashed it to join his cause, having already made plans for the fallen dinosaur.

Before meeting up with the resistance, Ariel, Littlefoot, and their friends embraced with their parents. Having found consolation from their beloved ones, Ariel and Littlefoot promised to have mutual protection for the future events that would transpire. Elsewhere, Jim eavesdropped on Mulan and Shang's private moment, realizing that he will be forced to let her go soon enough. At Patch of Heaven ranch, the farm animals decided to join the resistance on Sinai and contribute the war effort on the side of the heroes at the behest of the Great Owl, having nothing else. In Africa, Scar was approached by the Grand Duke of Owls and the Mouse King, who proposed to join their team, abandoning their services to Ratigan and Waul in the process. With Niju and Woundwort slain in the previous battles, Scar reluctantly took them on as replacements of his fallen allies. They were also joined by Drake, Ozzy, Strut, Rinkus, Sierra, Shenzi, Banzai, Ed, Shere Khan, Zira and Kaa (who revealed to have survive their encounters with their adversaries).

Meanwhile, McLeach, who also emerged from the rapids, was found by Cobra Bubbles. Having been informed by the poacher's atrocities, Bubbles took him in as a prisoner of the Galactic Federation. In the Native Lands, Thomas, the colonists loyal to John Smith, and the Colonel finished Smith's treatment, having fully recovered from Ratcliffe's gunshot. They then turned their attention to Prince John, the Sheriff of Nottingham, Sir Hiss, and Ratcliffe, shipping them to England as new prisoners for the atrocities they committed, with Ratcliffe's manservant Wiggins bemoaning his master's degeneracy. While they rejoiced for retaking their homelands, the frontier heroes and the Firekeep champions, alongside with Spirit and Little Creek, were warned by Grandmother Willow that Maleficent and her league of villains posed a greater threat compared to John and Ratcliffe. She urged them to meet with the heroes on Sinai where they would meet with the Royal Council. Already familiar about their encounters with the villain forces, the heroes rushed to meet with the resistance. Though Pocahontas and Smith convinced the Colonel to join them in their battles, the Colonel humbly declined their offer, although he thanked them for their support. Nonetheless, he bid farewell to the heroes before he departed to lands unknown along with the US cavalry.

Meeting with Marcus and the Drej Queen, Zurg made arrangements for their remain forces to to stop the Federation and the Legacy once and for all. The Highlander, the Drej, and their forces readied themselves, wanting nothing more than the annihilation of their enemies. Elsewhere, Tyler met with Blackwolf who was readying his mutant army, proposing to join forces in his quest to find the Holy Land. With Nekron slain and Saruman deserted, Blackwolf officially disbanded the Bakshi Bunch, gladly joining forces with the lunatic as a means to preserve his mutant army and ensure his survival in the following fights with the heroes. In the Black God's infernal realm, the Legion of Darkness made arrangements for the advent of Chernabog by staging the fated Great Summoning, assuming that everything was proceeding according to the master's plan. On Forbidden Mountain, Maleficent and Mok gathered their remain allies on their stronghold, now joined by the Horned King, Dr. Facilier, Rothbart, Ruber, Yzma, the Queen of Hearts, Gnorga, Frollo, Pete and Gaston, as they made preparations for the utter annihilation of the hero resistance.

On Mount Sinai, Moses and the Royal Council watched as Merlin and Garrett brought the Medieval Warriors and the Fellowship of the Ring before the resistance. Shortly thereafter, they were joined by the League of Gentlemice, the Dogs and Cats, the Patch of Heaven's farm animals, the defenders of the Native Lands, the forces of the Federation and the Legacy, and the forces of Aladdin, Sinbad, Tarzan, Hercules, Ariel, and Simba. Now united, the combined hero forces massed into a large army serving the Royal Council, promising mutual protection over the new arrivals while looking over their shoulders for any offensive that would threaten their friends. Despite the union, Aladdin and Moses couldn't shake the feeling that the world was fated to befall into an era of chaos and destruction.

And far away, at the summit of Bald Mountain, Chernabog looked to the unfolded events that led to his coming at the fated Summoning, making his own preparations to annihilate the hero resistance entirely. As the war reached its climax, the heroes were ready more than ever to protect the world's dreams, hopes, and ambitions, as they weren't willing to give up the fight yet...


Sensing that the time of the Legion's uprising is nigh, Chernabog convened with his allies to discuss a resolve to set their Great Summoning into motion, in which it would free Chernabog in the process from his imprisonment and unleash his influence upon Earth. While the Nightmare King was hesitant in the concept of the Summoning, to the point of suggesting to act on their own to free the arch-demon, the Emperor of the Night explained that the only way to make it happen was through Mok's latest scheme: to unleash one more lesser demon on purpose to aid the Legion in their conquest with the use of the voices from the purest heroines. However, the Emperor emphasized that some of the heroines Mok and his allies captured were freed from their captivity, furthermore elaborating the major losses the villains suffered and lost against the heroes in their previous skirmishes. Chernabog, on the other hand, gave no thought over their defeat, explaining that the losses led to their usefulness for fueling his dark power. However, he insisted that they must keep a low status in their actions, fearing that some of the heroes, especially Moses, would stop them all for good. The Emperor told them that it was a matter of time before Mok would bring some of the freed heroines to Bald Mountain, promising to an extent of twenty-four hours. Relieved, Chernabog addressed his allies to prepare themselves for the commencement of the ritual as he explained that the forces of good would be wiped out and that true hell would unleashed.

Meanwhile, in Maleficent's castle at the Forbidden Mountain, Mok and Maleficent's assembled allies, including new arrivals Lord Maliss, Captain Hook (having been assimilated into Maleficent and Mok's inner circle after Queen Grimhilde's fall), Marcus, Scar, Shere Khan (the latter three acting as representatives on Mok and Maleficent's behalf), and Puppetino (officially abandoning the Coachman's services and joining Maleficent and Mok's alliance), gathered as Mok began to address his speech to the evil-doers of the land, telling them of their upcoming victory once everything went according to plan. Though Jafar was unsure of Mok's scheme, mentioning the losses of the villains while at the same time commenting that the heroes had been assembled into a giant army serving the Royal Council, Hades insisted that he could use the Titans to even the odds against them all. Maleficent, on the other hand, questioned the reasons of Mok's persistence to keep his scheme in secret before they meet him in the first place. Although Mok expressed regrets for not telling his plan earlier, he made it clear that the outcome of his plan would eventually lead to worthy results for every presented villain. In order to elaborate furthermore, Mok questioned Hades, as being the "lord of the dead", several choices that were considered worse than death itself. Amongst the answers Hades gave, Mok took the latest he offered, explaining that their tactics to kill the heroes through sorcery, scientific research, letting their minions after them, or by other various means, are too obvious a choice, pointing the fact that death was not always the only option available to deal with the heroes. As he elaborated on his confirmation, Mok appended his verification with another fact. He told them that Chernabog and his Legion of Darkness were waiting for them to summon one more lesser demon at Bald Mountain's power plant. He also told told them that the demon could grand access through a portal that would act as a gateway point to other places out of this world called "dimensions". Upon being questioned by Jafar about the existence of the mysterious "dimensions", Mok explained that they were other worlds, planets, and star systems, aside from the one they inhabited, where many strange and peculiar life-forms, both good and evil, exist. To demonstrate his confirmation, Mok showed to the assembled villains several recordings from his super-computer, originated from the other "dimensions", including the sadistic laugh of a maniacal shadowy entity, the sounds of extraterrestial life forms shouting commands of extermination, and the growl of a sinister alien, horrifying most of the attending committee. This led to confusion for some members, including Hades, who expressed the connection of the annihilation of the heroes with the inter-dimensional portal to Bald Mountain's power plant. Mok then stated that they needed to summon the lesser demon so that would if they want to open up the portal. In doing so, the portal's effects would draw any person within three hundred feet of it, hurtling them to unknown parts of other dimensions. He also emphasized the fact that since the heroes did not acknowledged about the existence of other dimensions, they would believe that their friends and allies would be sent plummeting to their doom. To end his validation, Mok stated that a fate worse than death itself is to be seperated from those you love and hold dearly into. While most of them were satisfied with Mok's plan, Jafar questioned the stasis in his progress. Mok then told them that the lesser demon could only be released with the voices from the purest heroines, in which some of them were captured earlier in the war until their escape. He pointed out that before the Great Summoning, they must obtain two of the heroines for his collaborate plan. Eris promised to see to it, willingly assisting them in capturing the women before departing. Rasputin then brought forward news as he mentioned the treacherous rogue criminal Tyler, who had been considered a great threat to Maleficent and Mok's alliance for a long time. To that end, Maleficent summoned Marcus into her throne room as the Highlander came up with a resolve. Using a deadly virus he was given by his chief scientists, Marcus would lead his army to the Holy Land's citadel and unleash the toxins of the virus on the region, killing any living force presented, including Tyler, before the warrior would obtain immortality for himself. As Mok approved of the idea, he ordered his allies to stay in the current positions he addressed as they had the extent of twenty-four hours to their advantage before they could summon the Legion of Darkness. As he stated clear, some of them would hold the heroes on the ruined village of Bald Mountain, while the others would secure the power plant to prevent any hero in interfering before the Summoning, leaving with their remaining forces to deal with any hero that could oppose them. Taking account the orders, the villains left to their new positions assigned by Mok and Maleficent, leaving only the Mistress of Evil, the Occult Superstar, and the Lord of the Dead presented on the mountain. Maleficent demanded to Mok, as she pointed out to make sure that the scheme was going according to plan for his own sake, although Mok was confident enough to know that it would succeed. When Maleficent questioned his knowledge about the existence of the other "dimensions", Mok told her that it was his mysterious friend from an alternative dimension who helped him in researching that said subject, and they should thank him for providing the knowledge of granting them union, assembly, and communication with the other villain forces. He then departed to the power plant of Bald Mountain to finish some of the uncompleted designs before the Summoning was about to be commenced, leaving Hades and Maleficent alone to discuss. Hades questioned the very reasons to to trust him, to which Maleficent said that they didn't need to trust him, though she claimed that he served as a resourceful ally against the heroes. However, to make sure things would go according to her will, Maleficent assigned Hades in executing Mok, should he give hints of betrayal during the Summoning. As Hades obliged, he set forward to rally the Titans, setting them on course on Bald Mountain's power plant, as amongst the most powerful guardians to fight against the heroes. Maleficent also left her castle to meet with Mok on Bald Mountain and aid him in the time of the Summoning.

Deciding to strike at the Holy Land's stronghold, Tyler and Blackwolf led their armies on the planet where the Holy Land's citadel was situated, in hopes of reaching the "holy waters" of the Chamber of Immortality and eliminating anyone who would pose a threat to their designs. Elsewhere, Emperor Zurg assembled his remain forces on Planet Z, including the Drej Queen, informing them about his goal to eliminate the Legacy and the Federation in one fell swoop. When Korso expressed some concern regarding about the losses Zurg and his allies would cause in the ensuing battle, Zurg silenced him off, demanding him to follow his orders without question. Sensing betrayal in his actions, Zurg had Warp Darkmatter, Scroop, and Preed to eliminate him at the right moment.

Returning to his stronghold in New York City, Marcus received reports from Kent Mansley and Shan Yu about his arrangements on leading his army to the Holy Land's citadel. While he knew that working with Zurg to stop the Federation's forces was a priority, Marcus was focused on stopping Tyler, fearing opposition should he become immortal and challenge the Highlander for the title of the greatest immortal warrior. He was also informed about Rourke's arrest by the Galactic Federation, as well as Helga Sinclair's desertion. Disappointed by the results, not to mention that desertion meant death penalty under his jurisdiction, Marcus ordered his allies to execute her, should they encounter her again, with his allies carrying out the order.

Assembling his remain forces in Africa, Scar was concerned about the capabilities of the Grand Duke of Owls and the Mouse King, until Hunch arrived with news about the current whereabouts of the Dogs and Cats, along with the League of Extraordinary Gentlemice. Though the Grand Duke was reluctant in keeping his nephew under his wing, especially since his constant cheered nature annoyed him in the slightest, he eventually accepted him to assist them, although he demanded that he would depose him from their ranks if he failed once again to stop the heroes. Already informed, Scar ordered Shenzi, Banzai, Ed, Kaa, Drake, and the Mouse King to assist the Grand Duke in tracking down the canine and feline heroes.

Abandoning officially the Horned King and Rothbart, Clavious and Zelda met up with the mysterious stranger at the Red Lobster Inn, as the man had already proposed them to join his faction of sorcerers which would oppose the heroes in the near future, having been aware of Maleficent and the Horned King's decline from power. They were also joined by Madam Mim and Saruman, who had been revealed to have taken refuge under the stranger's wing since the battle at the fortress of Icepeak. As he gathered his forces, the stranger took his allies into their next destination, not before sending Mim on a special mission.

While searching an abandoned facility, Kent Mansley happened on the renegade Helga. While shocked at her reveal, Mansley warned her that she was placed as a criminal and she would be executed by Marcus or any of his men. Helga, on the other hand, calmed him down and explained the reasons of her reveal, with the agent hearing her demands despite her position threatened by Marcus. She explained Marcus' goal to unleash a virus throughout the Holy Land to kill Tyler, something Mansley was already informed to the situation. However, she elaborated that the Royal Council was also sending a large portion of their armies to defend the land from Tyler's forces at the same time, realizing that their lives would be at stake unless the two of them should take course of action themselves. Though Marcus had an idea to stab him in the back by surprise, Helga revealed that the only way to stop the Highlander was to cut off his head; in turn, the Quickening effect would terminate permanently. While informed by the new revelation, Mansley questioned the reasons of doing the task by himself. Helga told him that she already knew Mansley's terminate discharge of Cobra Bubbles' agency following his encounter with Lilo and Stitch, and assumed that he must kill Marcus if he wanted to get back to their good graces and return to the agency. While Mansley was eager to take out the Highlander, he asked the reasons of helping him and helping her in return. She explained that she wouldn't hide from the authorities if Marcus was killed, and he would return as a hero. Still, hesitant, Helga revealed a piece of information with an address meeting. She explained that a gathering was commencing on the address, and he must visited and talked to them to learn more about Marcus' plan. As Helga left from the facility before she would be discovered by Marcus' forces, Mansley realized that the gathering she was talking about was the mysterious Illuminati. While hesitant in confronting the Iron Giant, Marcus, and the resistance on his own, Mansley was left with no other choice than visiting the gathering to learn more of their actions.

On Mount Sinai, King Stefan assembled the resistance, turning their attention to Merlin to explain the reasons of gathering their forces. The wizard explained to them the challenges and the nefarious foes they previously took on. However, he revealed the inevitable danger that suppressed all the others combined; he stated that Mok, Maleficent, and their allies were on the verge to summon Chernabog and his Legion of Darkness, and if the ritual was completed the world would fall to an era of chaos, darkness and destruction. When Taran asked the next course of action they must take, Merlin explained to head off to Bald Mountain and fight the remain allies of Maleficent, and stop Mok before he would summon the demons to the mortal world. While Hercules agreed to stop Maleficent's forces, Mulan stood up and changed the subject, telling them that their first priority was to stop Tyler from reaching the Holy Land. Upon being questioned by Stefan, Mulan explained Tyler's goal to achieve immortality; furthermore, she stated the warlord's quest by massacring countless of villages including her own. Odin also stood up for her, telling them that Tyler would be near invisible and vulnerable to enemies' attacks should he drink the "holy waters" of the Chamber of Immortality; additionally, he mentioned that he was considered a threat even to Maleficent and Mok's designs. Though some of them were puzzled in the course of action they must take, Aladdin appealed to Stefan and Merlin as he came up with a proposal. He explained that he and Mulan would assemble a mighty unit to partake in the Holy Land's defense against Tyler, while Hercules, Tarzan, Sinbad, Garrett, Aragorn, and Moses would mobilize the rest of the hero forces to Bald Mountain. While Stefan was hesitant in their decision, Merlin could not bear the thought to convince them otherwise, endorsing their proposal while stating that Stefan would choose some champions from the Royal Council to join up with Aladdin's reinforcements. He also revealed that they had an extend to twenty-four hours to stop Mok from releasing Chernabog from his captivity. As he gave blessings to the resistance, he warned them that the fate of the world, as well as countless others, rested on their victory against their adversaries. The wizard then left to meet with the Wise Council, leaving the others to depart to their current assigned posts.

The Royal Council was no the only faction making preparations. The Galactic Federation had bigger problems, as Zurg, the Drej, and their allies prepared to launch an offensive to the defenders of Earth. If they were not prepared to fight, Earth would be an easy target from the intergalactic warlords, and assumingly would perish in the wake of their destruction. Tasked by the Grand Councilwoman and the heads of the Federation, the forces of the Federation and the Legacy, including the Iron Giant, were assigned to make their assault on Planet Z. Elsewhere, Simba explained to his friends and allies that he, Nala, and his pride will join Aladdin's crew to the Holy Land. Understandably, they were all worried for Simba after his near death against the Raptors in the previous fights, but after some convincing, he explained that he would be fine on his own. At the same time, the dinosaurs led by Daddy Topps and Grandpa Longneck also decided to head off to Bald Mountain along with the resistance. Though Littlefoot and his friends wanted to help, Longneck urged them to remain on Mount Sinai where they would be safe from the villain forces, knowing that they would be in danger if they partake in the coming battle. Hazel, Pooh, 26, and their friends also decided to contribute their effort in stopping the villains.

Meanwhile, some of the Dogs and Cats make a tough decision between going home to their owners or join the others on their battles. After everything they have been through so far, they decided to help their fellow humans, knowing they needed their help to overcome the tough challenges. Elsewhere, the League of Extraordinary Gentlemice dropped by Geppetto's workshop on the search for Fievel's family and Jan's partner Daniel. Though the tin soldier reconciled with the ballerina, Fievel's family and Jan's partner had yet to be found, leaving Fievel and Jan to fall into desperation. Basil, as well as the others, convinced them that all was not lost, convincing them to search for their friends. However, they had also the responsibility and duty to assist the resistance in their following battles, knowing that the world was in danger. With their hopes and spirits lifted, thanks to their encouragement and support, Fievel and Jan set forward to join the others.

Despite being way in over their heads like the rest of the animals, the Patch of Heaven's farm animals, accompanied by Edmond, Chanticleer, and their friends, also decided to contribute their effort in stopping Maleficent and her allies on Bald Mountain. Having already lost a home, the farm animals vowed that they would not lose another from their attackers. Meeting up with the scientists, Ariel demanded a formula that would turn Tiana, Naveen, and Fly to humans, with the latter still succumbing to his injuries. Due to losing the formula, however, Von Drake, MacKrill, and Neweyes had no option other than to find Yzma, fight through her, and get her vile to restore their friends to their former selves. Knowing the dangers that lied ahead, Ariel, Tiana, Naveen, Fly, and their friends set forward to meet with their adversaries on Bald Mountain nonetheless.

Back on Sinai, the Royal Council, now joined by Agrabah's royal guard, headed by its captain Razoul, debated on who should join Aladdin and Mulan in the assault at the Holy Land. After some discussion, Prince Philip, Sir Ector, and Sir Kay volunteered to assist the task-force. Not far away, Merlin met with the Wise Council, confessing that he had doubts in stopping Mok and winning the war. However, the Council had already made plans as they brought Hen Wen before the wizard, having been taken good care under their wing between her release from the Horned King's fortress and the current events. After some convincing, Hen Wen dipped into the waters of a cauldron to foresee the challenger who would stop Mok; it turned out to be Mickey, leaving the wise folks to search out for him, knowing they were short on time. Meanwhile, Nicodemus, who wasn't present at the Council's meeting, met with the sheepdog Colonel as he had a conducted plan for the League. It was revealed that Nicodemus had already found Daniel and the Mousekewitz family, and instructed Colonel to take the mice and guide them to League's current position.

Arriving on the planet where the Holy Land's citadel was situated, the task-force of heroes directed by Aladdin and Mulan, comprised by Jasmine, Odin, Zeek, Shang, and his unit of Imperial soldiers, Yao, Ling, Chien-Po Jim, Quasimodo, Phoebus, Esmeralda, Robin Hood, Little John, the Nottingham militiamen, Beast, Belle, Maurice, Peter Pan, Simba, as well as his pride, John Smith, as well as his loyal colonists, Colin, Dahlia, Julie, Kerrie, Germaine, Team Atlantis, and some of the forces of the Legacy, met with the Holy Landers, as well as their chieftain Cyrus, on their citadel, warning them of Tyler's oncoming assault, as well as his possession of the crystal key to the Chamber of Immortality. Despite the new revelation, the Holy Landers explained that they had been prepared for any kind offensive, telling them that they would fight to the death if needed necessary. The unit of heroes also made preparations of their own to anticipate their enemies, with Julie donning a new battle armor in the process. Soon after, they were joined by the Royal Council's champions, the Beast's remain servants, Quasimodo's gargoyle friends Victor, Hugo, Laverne, and Milo's unit of Atlantean soldiers. While everyone was gearing up for the attack, Lightyear approached Aladdin, convincing him that the Legacy's first priority was to stop Zurg and the Drej on Planet Z. While Aladdin acquiesced to Lightyear's plan, the ranger informed them that they would become involved in the battle as soon as the battle on Planet Z was over.

Elsewhere, Jim repaired his solar surfer right before Osmosis Jones rushed him to join with the others. Before he could leave, however, Lilo asked him about Mulan, having noticing the close relationship they had in the previous events. Before they could question his true feelings, Mulan approached Jim, who wanted to wish them good luck. Just as Jim was about to confess his true feelings, Lightyear arrived and announced the Legacy to board on the Federation ships. Still, Jim had enough time to thank Mulan for her support, as well as being glad for meeting him in the first place. He hoped that she would find her happiness with her beloved ones, even if he would perish in the ensuing battles. As the two embraced, promising to see each other again, Jim decided to board on the ships with the others. As he left, Mulan also expressed some conflicting emotions with Jim, something that does not go unnoticed by Aladdin, Jasmine, and Shang, with the latter being concerned about their close relationship.

In an undisclosed location, the Illuminati converged to discuss the recent events, before Kent Mansley intercepted the gathering. As the government agent listened, the Illuminati expressed the dangers Marcus posed, as well as the virus he possessed, and the action they must take against him. They also stated the possibility to get back into the agency, having been informed by his discharge in the previous events if he would cause a minor "occurrence". After some convincing, Mansley decided to join Marcus in the assault at the Holy Land's citadel, though he took note of the Illuminati's warnings.

Fall of Warlords

Arriving at Planet Z, the Galactic Federation and the Legacy's flagships commenced the assault, forcing Zurg, Gantu, and Zygon to install their defenses against their foes. While Zygon delegate the control of his armada to Major Tagani and a junior admiral, Zurg and Gantu dispatched Hornet robots after the Legacy. Osmosis Jones, Aviana, Silica, Akima, and Stith used the ships' mounted cannons to fire at the robots, destroying them effortlessly; Akima also destroyed several Hornets that threatened Rocket Crockett's ranger unit. However, Gantu destroyed most of the fire cannons, including Akima's, though his ship was severely damaged in return by Stith's blasts. Nonetheless, the Hornets destroyed Stith's fire cannon, putting them out of commission. Meanwhile, Dagg's crew and Lightyear's Star Command force attempted to breach through Zygon's vanguard. After destroying the the front troopers, Lightyear's force managed to breach through their defenses, killing the admiral and his droids in the process. In response, Tagani made an attempt to launch vessels with missiles, only for Mira to phase through the vessels and destroy their wirings, causing them to blown up while also destroying most of Zygon's fleet, much to Zurg and Zygon's chagrin. Though Tagani proposed to evacuate, Zurg and Zygon silenced him off, having no thought to give up the fight yet. In retaliation Zurg sent Darkmatter and a division of Hornets for a surprise attack on the Legacy. While disembarking, the Legacy's forced destroyed Zurg and Zygon's last line of defense, allowing them to enter inside Zurg's tower. However, Darkmatter awaited for them as he unleashed an explosive missile, blasting most of the Legacy's forces. To their shock, Gune was caught up in the explosion. Despite the Legacy's attempts to help their fellow member, Gune was seemingly thought to have "passed away", leaving his fellow crewmates to mourn his "loss". Moving on, the Legacy sneaked through the main chamber undetected from the Hornet patrol, though they were busted by Darkmatter, Scroop, Preed, and Korso. Though they managed to surround them, Korso was also caught up in the web of treachery. as Preed, Scroop, and Darkmatter turned their back on him, holding Korso and the rest of the Legacy at gunpoint. As part on Zurg's instructions, a new enemy wave made its reveal as the Alahenena, the Drej Mothership, arrived to assist Zurg and his forces, shocking the Federation and the Legacy. The Drej Queen sent her soldiers to battle. Before Nebula and the Councilwoman would deploy the Federation armada, the Drej struck first, staggering the flagships of the Federation and causing them to shut down its systems, though Nebula, the Councilwoman, and the armada was saved by the blasts. Meanwhile, the Star Command and the Legacy's forces made an attempt to stop Preed, to no vail however. Though Mira managed to disarm him, Preed was still able to take on the Legacy, besting Jim in the process. At the same time, Darkmatter focused on Cale, though his distraction drove him to the path of Drix's ricocheted shot, shooting him down. On the other hand, Preed retrieved his weapon and fired at the Star Command team, though his moment of distraction allowed Silver to sneak up on him. Taken by surprise, Preed was helpless, as Silver caught up on him and snapped his neck, killing him, before tossing the body downstairs. Meanwhile, Lilo and Stitch managed to destroy several Drej, though they were forced back by the additional reinforcements. While distracted, Korso was pushed down to the elevations of Zurg's tower by Scroop. Though Lightyear tried to reach and save him, Korso insisted on letting him go. Despite his efforts, Korso was dropped, though he managed to get a hold on a safe ground. On the other hand, Zygon rallied his remain units to strike at their foes, as his power base was severely damaged by Stitch's spacecraft. Though Stitch managed to destroy several airships, Zygon used the element of surprise, blasting the spacecraft with sonic waves. While staggered, Zurg's Hornets surround the spacecraft, ready to kill them on the spot. Before they could so, however, another ship arrived on the scene and attacked Zurg's Hornets. To the Federation's surprise and relief, Gune was operating the ship, revealed to have survived Darkmatter's blast. As Lightyear's force took out several air Drej soldiers, Cale stepped forward to deal with Gantu. While Gantu had the upper hand, he was caught by the arrival of the Iron Giant, who managed to drift the ship by his own firepower. At the same time, Cale was caught up by a falling air Drej soldier, having been shot down by Lightyear, pinning him at the walls of Zurg's tower. Matters got worse when Korso, who managed to scale the tower, and Scroop reached Cale's position; Scroop even managed to climb the Drej, ready to kill Cale. To Cale's surprise, Korso blasted Scroop, in turn for his backstabbing, sending him plummeting to the lava flow below the tower, killing him. He then destroyed the Drej, freeing Cale from its grip, and joined up with him and the Federation to stop Zurg. At the same time, Silver destroyed most of Zygon's defenses, forcing Tagani to retreat, despite his master's orders to remain in his post. Sadly for him, Tagani was caught up in the path of Arthur, Dagg's ship, who charged towards his direction, killing him. With their defenses destroyed, Zurg sent Zygon and Thrax as the last line of defense. Thrax managed to bring Lightyear down, who was distracted on his fight with the Drej, while Zurg damaged Arthur with shots of his Ion blaster, forcing the occupants to disembark. As Jim and Silver rushed to save them, they were cornered by Thrax, who was eager to finish Jim since their previous encounters. Fortunately, Lightyear arrived to assist the Legacy. Despite his efforts, Thrax was overwhelmed by the combined efforts of the two Legacy's agents; Jim, in particular blasted Thrax's finger-claw with a freezing ray, encasing it in ice. As Zygon took over his place, Thrax departed in humiliation and defeat. Though Lightyear and Jim had the upper hand, knocking off the cyborg, Zygon recovered and overpowered Lightyear before grasping Jim. Before he could kill him, however, Silver came to his defense, cutting off his hand. Driving him to the edge of Zurg's tower, Silver drew his sword and cleaved Zygon in half, plummeting the two separate halves into the lava flow below the tower. While distracted, Jones and Drix, were blasted away by Zurg's blasts. Spotting the Evil Emperor, Orin turned his attention to him, unsheathing his mysterious weapon to fight him. Despite Zurg's efforts, Orin was immune to his shots; furthermore, the Iron Giant took away his Ion blaster with a single blast. Overwhelmed, Zurg retreated to the top of the tower. While the Legacy focused on Zurg, the Drej Queen gathered her her remain army, ordering them to activate the Alahenena's orbital cannon as the final plan to annihilate the Federation and the Legacy. On the other hand, Jones was cannon-blasted to Zurg's direction, thanks to Drix's aim, and challenged the Evil Emperor himself. Though Zurg put up a fight, Jones was also a formidable fighter to bring down, besting the Emperor with his own fighting style. Additionally, Orin had also caught up with Zurg. Summoning all of his strength to luminescent his mysterious sword, Orin clashed with Zurg in a battle of energy swords. Despite his efforts, Orin was outfenced by Zurg, who pushed him out of the edge of the tower, clinging for his life. Before Zurg could finish him, he noticed Jones, who fired a blast at his foe, plummeting the Emperor, instead, to the bottom of the tower and saving Orin's life. Thankfully for Zurg, Darkmatter and Gantu retrieved him in an escaped pod, before they would escape from Planet Z along with Thrax. With the Drej presented, the Federation and the Legacy watched as the Queen was prepared to kill her foes. However, the Federation armada was prepared for such an occasion, revealing their own orbital cannon as well. With the authorization of the Councilwoman, Lightyear fired at the Alahenena ship. The resulting blast destroyed the mothership, and by extension the Drej Queen and her fleet, vaporizing them from existence. With the Drej destroyed, the Legacy rushed to the Holy Land's citadel to aid Aladdin and Mulan's resistance army.

Meanwhile, the Holy Land's task-force watched as Tyler and Blackwolf advanced to the citadel with their mighty armies. Alerting the troops, the Holy Land's task-force manned their positions and prepared themselves for a surprise attack. As soon as the first squadron of Tyler's Lizardmen scaled the citadel, Robin Hood, Prince Philip, Peter Pan, Sir Ector, Beast, Aladdin, Djali, Mulan, Sir Kay, and Shang slew them with ease; the Beast's Wardrobe even put up a fight, crushing two of the Lizardmen beneath her weight. At the same time, a platoon of Blackwolf's mutants made their move, though their advances were stopped by Simba and Phoebus. Suddenly, both parties were caught off guard by the arrival of heavy armored tanks and robots commanded by Marcus' army, who also reached the citadel to stop Tyler. Leaving them to Team Atlantis, Milo and his unit of mercenaries and Atlantean soldiers snuck up on them to take the foreign party by surprise. Yet, Marcus' robots and soldiers proved tough, obliterating some of the Atlantean ships effortlessly. Fortunately, Vinny, unwittingly, destroyed several heavy tanks, allowing them to fight back. Meanwhile, the mutants broke through the citadel's defenses, though Robin Hood, Kay, the Nottingham militiamen, John Smith's colonists, and Simba's pride fought back their foes; Maurice also lent his aid, using a piece of machinery to slay an approaching mutant. On the other hand, Shan Yu and several Hun soldiers made their move, catching the attention of Julie and Colin. Spotting his previous enemies, Shan Yu dispatched the Hun soldiers to kill the heads of the resistance along with their companions. Despite their efforts, Colin, Dahlia, Julie, Kerrie, and Germaine managed to best the Hun soldiers, leaving Shan Yu to deal with them himself. As he crossed blades with Colin once again, Shan Yu easily overpowered his rival, preparing to strike him at the spot. However, Julie rushed to his aid and caught the attention of the Hun lord, leaving him to switch targets. Though he managed to pin his foe down, Shan Yu belittled Julie's sharp armor, which Julie used to stun the Hun lord, allowing her to beat him back with her axe, putting him out of commission. Elsewhere, a mutant cornered Lumiere and threatened to kill him on the spot. Coming to his friend's defense, Cogsworth, who donned a Napoleon hat, a flintlock pistol, and a pair of scissors, descended upon the mutant's path, impaling him with his scissors. Fed up by their counter-offensive, Blackwolf revealed his trump card: the projector he used to annihilate the village of Nottingham. As visions of Nazi soldiers kept the heroes distracted, the other mutants destroyed a large section of the citadel, nearly killing some of the resistance's fighters. In the moment of the distraction, however, Beast reached up at Blackwolf's position. The mutant wizard proposed an offer of surrender, to which Beast refused, leaving him to fight the hero one-on-one. In the ensuing fight, Blackwolf was unaware that John Smith snuck on his position, readying his riffle. As Blackwolf drew his dagger, ready to strike his foe down, Beast disarmed him effortlessly. Though Blackwolf transformed into a snake to challenge the hero, Beast overpowered him and tossed him away, allowing the mutant leader to revert to his normal form. In fury, Blackwolf pinned Beast to the ground with his eye beams. Just as he could deliver the fatal blow, however, Smith came out of hiding to aid Beast, shooting the wizard with several gunshots until he was dropped dead. Back at the main fight, Kent Mansley alarmed the tanks to fire at Team Atlantis. Though Vinny managed to shut down several tanks, Mansley pushed forward, addressing the remain tanks to fire at their positions. Their efforts were for naught as the tanks were destroyed by the orbital cannon triggered by the Legacy, who arrived just in time to aid the reinforcements. By the time the Legacy fired another blast, Marcus' arsenal and infantry was ultimately annihilated. Powerless and defenseless, Mansley fled to Marcus' position, followed in hot pursuit by Aladdin, Lightyear, Stitch, Milo, Philip, and Shang. Meanwhile, the Holy Landers were alarmed by the sudden assassination of their chieftain within the Holy Land's citadel, realizing a traitor was in their midst; furthermore, a mysterious presence unlocked the gates of the Land, allowing Tyler and the remain Lizardmen to storm the citadel. The Lizardmen began to lay waste, killing most of the Holy Landers, although the resistance tried to fend them off; Quasimodo, backed up by his gargoyle friends, also poured molten lead to the path of the Lizardmen, incinerating the front troopers. Nonetheless, Tyler and the Lizardmen pushed forward, although the resistance managed to put a hold to Tyler's forces; Jasmine also saved Zeek from imminent death. In the midst of the chaos, Yao targeted Tyler, preparing to strike him down with an arrow. However, the arrow hit Lambert instead, who attempted to reach his last vial to heal himself. Unfortunately, the vial got dropped and shattered, despite Tyler's attempts to keep it. In fury, Tyler brutally cleaved his former henchman's skull clean with an axe for his blunder, before he would make his way to the chamber, killing anyone who was standing in his path. Seeing the outcome, Mulan donned the axe from Lambert's dead body and pursued Tyler, cornering him to the top of the Chamber. Finally, the two sworn enemies engaged for the battle of their lives. While Tyler received the first blow, Mulan managed to hit his lower spot, stunning him, allowing for the warrior-maiden to beat him down. Nonetheless, Tyler had enough strength to kick Mulan down the hillside. Watching them from afar, Jim rushed to her aid, tackling Tyler with his surf-board, as he prepared to put the crystal key to the altar of the Chamber. Yet Jim was left at the mercy of the berserk warrior. Though he managed to arm himself with a sword, the warlord broke the blade and threatened him back with the shattered blade. Just then, Silver came to his defense, stabbing Tyler in the left eye as payback for threatening his friends, repaying the favor to Jim and Mulan. In spite of his fatal injury, Tyler had the strength to sever Silver's gasket leg, staggering him, allowing him to continue in his mission. As the lunatic put the crystal key to the altar, both the Lizardmen and the Holy Land's resistance army stopped their fighting, as they watched the Chamber unlocking the passage to the holy waters. In retaliation, Mulan stood up in his way, though Tyler managed to incapacitate her, preparing to strangle her on the spot. Thankfully for her, Odin intervened, trying to make a stand against the warlord, although Tyler bore his abdomen with the discarded blade. Jim knocked Tyler in return, putting him out of commission. However, a twist unfolded for both Tyler and the heroes, as Odin stood up and lashed at Jim. Regaining his senses, Odin revealed that he was the person who killed the citadel's elder and let Tyler and his army storm into the citadel, awaiting for his arrival ever since he acquired the crystal key. He then ripped his skin, revealing his true form: a nearly godlike extraterrestrial demon, and presumably the last of his species. As he taunted the heroes for falling to his charade, Odin made his way to the holy waters inside the Chamber to regain his former immortality. However, Zeek, who also reached the heroes' position, volunteered to take the crystal key out of the altar, as part of his mission as guardian, so that the passage to the holy waters would remained sealed forever. Odin realized Zeek's intrusion and rushed back to the altar to stop him. As Zeek levitated to the outer space, where he would guard the crystal key for all eternity, he bid farewell to Mulan, promising that he would never forget her bravery and courage. Odin was helpless as the passage was sealed once again, locking him inside. As Tyler regained his senses, he lashed out a wail of crying in his failure to reach the holy waters. Before he could make an attempt to escape, Mulan knocked him off his feet and snapped his neck, killing him, finally exacting her vengeance. As Tyler's body disintegrated, the Holy Land's task-force began to withdraw, followed by the survived Lizardmen, back to Earth to regroup with the main resistance force.

Close by the Holy Land's position, the team of heroes chasing after Mansley happened on Marcus, who was preparing to unleash the deadly virus throughout the land. With Mansley nowhere to be seen for the moment, the heroes switched targets, preparing themselves to stop the Highlander from completing his mission. However, Marcus' enforcer, Malike, arrived to cause more trouble, incapacitating most in his path. While distracted from killing a vulnerable Stitch, Malike was caught off guard by Shang, who recovered and crept up behind him, decapitating the assassin clear open, killing him. Turning to Marcus, Phillip and Aladdin crossed blades with him, though the Highlander had the upper hand, overpowering them with ease. Even worse, Marcus' servant Kyala arrived to aid her master, knocking out Lightyear and Milo while on board of her personal rotocraft. Despite her efforts, Kyala was caught off guard by Mira, who shot through the rotorcraft to the pilot's stead, killing her by slicing her throat, allowing the rotorcraft and her dead pilot to crush into the ground. As the resistance's fighters mobilized to deal with Marcus, the Highlander challenged the hero team to stop him before the virus would be unleashed. As Aladdin foolishly charged in, Marcus cleaved his arm with his sword. Unaware by both Marcus and the resistance, Mansley, who snuck up on the Highlander's position before the resistance's arrival, gradually emerged from the shadows. As Marcus prepared to lop Aladdin's head, Mansley took the chance to stab him in the back with a knife, wounding him greatly, while threatening to cut off his head with another knife, as the resistance looked on. While staggered, Marcus was helpless as Mansley coldly, but firmly, retorted that his services to him have come to end. Concluding his speech, he cut off his head, allowing for the Quickening effect to terminate permanently; the virus, in turn, was also destroyed by the Quickening's effect. As Marcus disappeared from existence, the resistance pondered on Mansley's acts of treachery and assassination, though the government agent refused to explain the reasons behind his true goals.

Death of Monsters

Tasked by Mok and Maleficent to stop the Royal Council's army before reaching Bald Mountain, Rothbart assembled a team consisted of Lady Tremaine, Abis Mal, the Queen of Hearts, Lord Maliss, Puppetino, and the Blue Meanies to stop the resistance force led by Hercules and Tarzan, having been informed of their current position. Lord Maliss and the Chief Blue Meanie decided that it was the perfect time to attack and show what they were capable off. Elsewhere, Amos Slade left to search for Rowf and Snitter's current whereabouts, which he presumed were near the borders of eastern Europe, followed by his entrusting hound dogs Copper and Steele, who were determined more than ever to kill their enemies the next time they would meet them.

Finding Mickey and his friends, Merlin and the Wise Council decided to give a power boost to sustain Mickey in his fights against Mok and his allies. Before Mickey's eyes, the Blue Fairy revealed a magical hat of incredible and tremendous powers formerly owned by a legendary sorcerer, who perished before the start of the war. As he donned the hat, the Wise Council assigned Mickey and the others to find the Great Owl, informing them of an assignment which the Owl must personally deliver. In addition, the Council made preparations of their own to assist the resistance in any way they could, along with the help of an additional ally, who was once thought dead in the previous skirmishes. Outside of the boundaries of the universe, Eris made her own arrangements for her mission, sending one of her pets, the gigantic Roc, to capture some of the pure heroines necessary for the Summoning.

While keeping up with the Royal Council's resistance army, Hercules, Tarzan, and some of the resistance's fighters rested in the hinderland, far off from the borders of eastern Europe, to maintain their strength in the final battle. Just then, Rothbart and his team of villains struck at their position, taking them by surprise. Leaving no other choice, the resistance was forced to fight them in order to reach with the others. As the Queen of Hearts summoned her card soldiers to stop the resistance, Weehawk, Clara, Miguel, and Tulio fend them off effortlessly; furthermore, Dimitri knocked the Queen aside. As she recovered, the Queen took her anger to Danny, smacking him aside with a flamingo pole. She then instructed her remain card soldiers to finish them, only for Nemo and Tom to overwhelm them with ease. When the Queen stepped in to deal with them herself, Elinore destroyed the pole of a caravan's tent in which the Queen was standing, flattening her apart on top of the tent's canopy. Lord Maliss and the Chief Blue Meanie then confronted the resistance, dispatching a Countdown Clown and the Four-Headed Dog to deal with the minor combatants. Unfortunately, the Meanies were bested by José and Bongo. At that moment, Puppetino's brainwashed Allosaurus arrived to aid his master, startling the resistance. Nonetheless, Tarzan engaged the beast to save the others, though he was pinned by a log hurled by the dinosaur. Seeing him in danger, Jane toppled a barrage of rocks atop the Allosaurus, burying the beast alive. As Pumbaa unearthed Tarzan from the rumbles, Puppetino stepped in to deal with the Dogs and Cats. To their horror, Puppetino conjured a legion of undead cats to intimidate the animal heroes. While frightened by the creatures, Perdita mustered her courage to knock Puppetino off his feet, leaving the controlled beasts to disappear from existence. Meanwhile, Lady Tremaine's cat, Lucifer, laid waste to the shrunken fighters of the resistance, overpowering Zak in the process. To put an end to the cat's threat, Crysta used her powers to transform Lucifer into a goose hybrid. After Lucifer's failure, Lady Tremaine turned her attention to Abis Mal, transforming him into a giant. This resulted form gained him laser vision abilities, incapacitating most of the resistance with eye beams, though he was smoldered by a flaming torch thrown by the elder Snow White. Wanting to put an end to his absurdity, Avatar undid Tremaine's spell, reverting him to normal form. In the distraction, however, Tremaine knocked the wizard down with a blast of the magic wand. She then turned her attention to Gus, seeing him advancing towards her, transforming the boy into a troll-hybrid, horrifying the resistance. Though Weehawk charged directly at her, Tremaine was aware of his attack, ready to kill him with her wand; Weehawk, in turn, managed to evade her shot, leaving it to blast the helpless Puppetino, turning him into a lifeless puppet. Switching targets, Tremaine, now joined by her daughters, Lucifer, and the recovered Queen of Hearts, spotted Anastasia Romanov and Dimitri, eager to finish them off with a lethal blast. This time, however, Anastasia was well prepared, drawing a sword to deflect the blast back at the Queen of Hearts and the Tremaines, wiping them out of existence, leaving only the magic wand behind. In the midst of the chaos, Maliss spotted Ariel, ready to kill her, only for her father Triton to come to her defense. Still, Maliss transformed into his dragon form, and made his move to kill the ruler of the seas, only for Triton to strike him down with his trident. Stunned by the blow, Maliss reverted into his normal form and engaged Triton in a different approach, pummeling him with eye beams. Yet the Seven Dwarfs snuck up on him and staggered the sorcerer with their clubs. Furious for their interference, Maliss knocked the dwarves aside. Seeing an opening, Ariel attacked Maliss, grabbing him by the hair; the tactic fails as Maliss caught Ariel in the act and threatened to kill her with his own powers. Yet Maliss was aware that Aurora, who took the magic wand after Tremaine's defeat, was ready to stop him. As Maliss realized he was set up, Aurora performed a spell, firing the blast at Maliss' position; the blast transformed Maliss into his dragon form, momentarily before turning him to stone statue. With his allies slain or defeated, Rothbart stepped in to finish the heroes himself, transforming into the Great Animal in the process. This form managed to frighten most of the resistance, though the combined effort of Mowgli and Taran managed to injure the beast. Still, Rothbart had enough strength to recover, hiding behind some heavy rocks before ambushing Hercules, tearing his sword in the process. Despite his successful charge, Rothbart was staggered by Hercules' punch, leaving him to fly to the skies. Upon confronting Taran, Rothbart was eager to finish him, descending forward to crush him. Fortunately, Hercules rushed to his aid, striking the Great Animal to the chest with an arrow. Pained by the wound, Rothbart succumbed to his injuries, as he was plunged from the sky and exploded to smithereens.

Meanwhile, Littlefoot and his friends, joined by 26 and her companions, who set course to aid the resistance in the battle against Mok and Maleficent following the destruction of the "Ruby Sunstone", left Mount Sinai to join with the others in the mainland, having been determined to help them in any way they could provide. Yet the dinosaurs and their friends felt the rumbling of a menacing creature close by their positions. To their horror, the creature was revealed to be the T-Rex that killed Littlefoot's mother, which ran wild ever since its encounter with the young dinosaurs. Frightened by his reveal, the heroes decided to retreat, with Petrie distracting the beast to save the others. Still, the T-Rex kept following, cornering them to a nearby mountainside. While trapped, the heroes devised a plan to stop the beast; Spike, in particular, scaled the mountain and toppled a boulder upon the T-Rex, knocking him out, allowing the others to escape from his path. Nonetheless, the T-Rex woke, now more furious than ever to finish them off. Outmatched, the heroes retreated before the beast could regain his strength to pursue them.

Elsewhere, Pinocchio, Alice, and the One Hundred Acre Wood residents sought Rowf, Snitter, and the Tod, having been sent to get them back to the resistance. However, Amos Slade arrived to hunt down his quarry, chasing Rowf and Snitter throughout the mainland along with his pack of hunting dogs. At the same time, the trolls Gnorga and King Llort, who were sent by Mok and Maleficent as reinforcements to stop the resistance, arrived to cause more chaos. Spotting Alice, Pinocchio, Pooh and their friends, Gnorga and Llort charged directly at their position, relentlessly chasing throughout the landscape. As Gnorga ambushed the heroes, the Mad Hatter and the March Hare ran through her vehicle, flattening her apart. As she mounted her vehicle once again, Gnorga, followed by Llort, was crushed by Pooh and Tigger's impact, who also made their move to stop them. When Llort made his move, the March Hatter thwarted his advances with his mallet. While relieved from being saved from the impact, the heroes were still unprepared to deal with the troll queen, who used her powerful breath to blast away her foes. In spite of her efforts, Rabbit managed to stun the troll queen, allowing for the heroes to recover. Additionally, the Wise Council - Merlin, Mama Odie, and the Blue Fairy - arrived to assist the heroes in their losing battle. Turning her attention to the Council, Gnorga attempted to transform them into rosebushes; this action, however, was backfired by Mama Odie's spell, leaving her slowly turning into a rosebush herself. As Gnorga made a final move to stop them, the Blue Fairy finished Odie's spell with a flick her wand, turning Gnorga into a complete rosebush. Merlin then proceeded to create a tornado, whisking Gnorga, her pet-dog, and Llort to parts unknown.

After the fight against Rothbart and his allies, Timon, Pumbaa, Mr. Toad, Ratty, and Moley briefly left Hercules' resistance force to seek Tiana, Naveen, Louis, and Ray, having been separated in the inland during those moments, finally tracking them down near the borders of Europe. Not long after, the rogue Sharptooth, who survived its fight with the Genie during the escape from Castle Grimhilde, also reached their positions, though he was unaware of their presences. As they tried to sneak away, Mr. Toad attempted to gun him down with his riffle, though his attempt was stopped by his friends; still, his gunshot alerted Sharptooth to their positions. As the dinosaur confronted the heroes, he pursued after them, leaving the others to run for their lives. As Sharptooth closed in Tiana and Naveen, ready to devour them alive, Timon and Pumbaa stunned the dinosaur with a rock, to get its attention. As the bait distracted Sharptooth, Tiana and Naveen managed to lure the dinosaur into a boulder formation. Before it could regain its senses, the heroes retreated to meet with the primary resistance force.

The Dogs and Cats, joined by Robyn Starling, Jenny Foxworth, and the Fearless Four, came to recruit the separate heroes back to the main resistance force only to run into Amos Slade's hunting dogs, which chased after them. As the Tod caught their attention, she lured them to the path of the Dogs, leaving them bested by the combined strength of the animal heroes. Yet Copper also made his reveal, challenging the Dogs and Cats; particularly Rowf and Snitter, himself. During the fight, Francis and Jean-Tom attempted to stop his advances, to no vail however. Additionally, Cera (who got briefly separated from her friends) happened upon the fight, deciding to join the fray. When the hunting dogs scaled a cliff to reach the helpless Tom, Cera moved in and fought against the dogs, allowing for Tom to leap away from them. As the dogs pursued Cera into the cliff, she landed several boulders on the bottom of the cliff, causing a rockslide that bury most of them alive. At the same time, another dog reached the Tod and began to tear her apart, though the fox managed to escape from its grip. As it turned its attention to the Fearless Four, the hunting dog made its move to kill them, only for Buster to knock the dog from a cliff to its death. As Francis and Jaune-Tom overpowered Copper, Slade's other hound dog, Steele, arrived to aid his partner. The wolf-dog got his way with the Dogs, overpowering most of them in his path, even pinning Dodger to the ground. As Steele made his move to tear his throat, he only managed to to grab his bandana. As he took the fight from a higher cliff, Steele lost balance and fell into the bottom below. At this point, the animal heroes felt the ground shaking, leaving them to retreat, followed in hot pursuit by Copper. When Steele returned to the peak of the cliff, he was found by the other T-Rex. Defenseless, Steele was left at the mercy of the dinosaur, which devoured him alive.

Still on the search for Fievel's family, the League of Extraordinary Gentlemice ran into Hazel's rabbits and Odette's animal friends, who urged them to return to the main resistance force. Suddenly, the heroes got ambushed by the Mouse King, Kaa, Shenzi, Banzai, and Ed, who had tracked the League on Hunch's instruction. As Scar's hyenas revealed themselves, Tiger stood up and provoked them, mocking them in the process; irritated, the hyenas made their move to kill them. Though Big Wig, Justin, and Tiger managed to fend them off, they had difficult time stopping Kaa, who slithered in to devour Tiger. Thankfully, Speed intercepted Kaa and provided diversion, long enough for Puffin to knock him out. With his allies defeated, the Mouse King stepped in to kill his foes himself, confronting the tin soldier in the process. As he managed to take him out, the tin soldier recovered and parried most of his blows, eventually knocking the rodent with his riffle. Although it looked that they have bested their foe, the Mouse King suddenly stood up, driving himself into feral rage. As he continually clashed blades with the tin soldier, the hero got driven into the edge of a cliff. In a final attempt, the Mouse King raised his sword to struck the tin soldier down, only for the hero to outmaneuver his attack, plummeting him from a cliff to his death. Relieved, the League along with Hazel's rabbits and Odette's animal friends rushed to rejoin with the main resistance force, with Kaa and Scar's hyenas making their way to Scar and Shere Khan's current positions to inform them of their losses.

Crossing the borders of eastern Europe, the Royal Council's army headed by Moses, Sinbad, Garrett, and Aragorn rested before they would rejoin with the others. Just then, Hades popped up before them and went straight to Moses once again, eager to finish him ever since he was defeated by his allies earlier on. At the same time, he was informed of Moses' mission from Mok, intending to stop him so long as he doesn't interfere in his destined fight against Chernabog. Fortunately for him, Moses was reprieved by the herd of dinosaurs headed by Grandpa Longneck, who stood up against the god. Though it seemed that he was overwhelmed, Hades had a trick up his sleeve, sicking the Hydra, which was revealed to have survived its fight with the forces of Aladdin and Moses earlier on, onto the resistance. The Hydra, in turn, managed to overpower the resistance, even devouring one of Prince Proteus' royal guards in the process. As the Hydra turned its attention to the other non-combatants, the Unicorn made its way, lopping its head with her mysterious powers, freeing the ingested guard. While the fight was occurring, Thomas O'Malley, Duchess, her kittens, and Tod also arrived on the scene only to ran into Drake, who got separated from Scar's forces to challenge any hero he would find on his own. After smacking Tod, Drake turned his attention to O'Malley, though he was caught off guard by Tod, who bit his cape, chocking him. In fury, Drake lunged at Tod, though his vulnerable charge led an opening to O'Malley, who lunged at him first, knocking him aside. Just then 26, Littlefoot, Cody, Marahute, and their companions also arrived on a higher cliff above the resistance, where they witnessed the Hydra's regrowing heads from the slain attached head, much to the shock of the resistance. While the heroes worked together to lop the Hydra's heads, more heads grew for every one lost, much to the horror of the others. Matters got worse when Littlefoot lost his steadiness, falling right into the path of the beast, as Grandpa Longneck horrifyingly looked on. Before he could be devoured, however, Marahute descended and caught the sauropod in the nick of time, bringing him safely to his friends. Despite the short setback, Littlefoot, Spike, Ducky, Petrie, 26, Kex, and Mara began pushing heavy rocks atop the Hydra, as they watched the monstrous beast advancing to kill the resistance, all at the same time Drake preparing to crush O'Malley and Tod with heavy boulders. At that moment, Timon, Pumbaa, and Cera arrived in great timing, aiding Littlefoot and 26's joint effort. By doing so, the rocks collapsed atop the Hydra and Drake, crushing them under their weight. With their foes slain, the resistance continued their journey to Bald Mountain with lifting spirits, much to Hades' chagrin.

The Patch of Heaven farm animals and their friends noticed Amos Slade's hunt and decided to join the others to stop him. Things got worse turn when they watched the Tod being chased by Slade's hunting dogs. Cornering the fox into the direction of the hunter, the Tod was ultimately killed by Slade, and carried on his vehicle as his trophy, hauling off to a different direction, much to the animals' shock and heartbreak. If things couldn’t get any worse, the Grand Duke of Owls emerged and challenged the farm animals, sicking his nephew and owl henchmen after them. Hunch tried to swat Lucky Jack, but the rabbit whacked him back with an iron bar. Before the the owl henchmen could feast on the chickens, the Dogs and Cats arrived to even the odds; Tito, in particular, brighten a lamp to scare them off. Nonetheless, the Grand Duke managed to fight through their ranks, blasting Oliver with his powers, turning him into a furry hairball. At that moment, Rowf and Snitter arrived to join the Dogs in their fight. As Hunch and the owl henchmen descended in a final attempt to stop their foes, Grace stepped in to finish them herself. As the owl henchmen decided to retreat, Grace knocked out Hunch with a special move. Just then, Slade made his reveal and open fire at Rowf, chasing him throughout the terrain. As he targeted the dog, Rowf evaded his shot, leaving it to blast and stun the Grand Duke himself. As the chase continued, Alice, Pinocchio, Robyn, Jenny, and Pooh emerged to stop the hunter. As the new arrivals blocked the hunter path's path, Slade shouted at them to move on. However, he was taken off guard by the Grand Duke's reveal, who knocked the hunter several feet away. Though he tried to regain his senses, Slade was caught by one of his bear traps, leaving an opening for the Grand Duke to finish him. Fortunately, Copper bought time to save his master, mauling the owl sorcerer's body, though he was knocked out by him nonetheless. Watching on, Rowlf decided to stand up against the Grand Duke, though he was nearly chocked by the Grand Duke's conjured hands, leaving him nearly dead. As the other Dogs came to his defense, the Grand Duke used his own magic breath to grow to enormous size and summon a whirlwind to whisk the heroes away as a final means to finish them. As the heroes started to lose hope, the Great Owl, assisted by the hatted Mickey, arrived in time to aid the others in their losing battle, having had enough of his brother's misdeeds and deciding to deliver personal justice for his reprisals. Summoning an orb of light magic, Mickey tossed it to the Grand Duke's direction, diminishing him into a tiny fearless creature with no magic at his disposal. This form was easy prey for his brother to finish him. Rather than killing him, however, the Great Owl spared his life, although he was left to face another horrid fate. As Hunch emerged from defeat and found the Grand Duke in his weakened state, he relentlessly chased him away with a flyswatter as payback for his abuse and humiliation he received from his uncle.

Regrouping near the village of Bald Mountain, the Royal Council's army was greeted by the Holy Land's task-force alongside with the forces of the Federation and the Legacy, bittered after their battles, including Odin's betrayal, Zeek's sacrifice, and Kent Mansley's secret agenda. Soon enough, they were joined by the resistance force headed by Hercules and Tarzan, the League of Gentlemice, the Dogs and Cats, the Patch of Heaven's farm animals, Littlefoot and his friends, and the arrivals that stopped the Grand Duke of Owls. Before they would take a short breath, however, the Roc made his reveal, startling the resistance. As the gigantic bird caused wreck and chaos amongst the resistance's ranks, it descended to capture Pocahontas. Seeing her in trouble, Jasmine pushed Pocahontas aside, leaving the Roc to capture Jasmine instead; additionally, it also seized Angel in its grasp. As the others helplessly looked on, the Roc retreated to his mistress to deliver his quarry. Before the others could examine the situation, the Blue Meanies arrived to kill the heroes following the demises of Rothbart and Maliss. Though the heroes had a brief time parrying their blows, the Meanies surrounded them from all sides. However, a loud roar shook the land, startling both the resistance and the Meanies. To their horror, Sharptooth emerged and advanced towards his foes. Terrified by its immense size and fierce nature, the resistance and the Meanies panicked and fled away from his position. In spite of their Chief's warnings to return and fight back, the Meanies retreated, dragging the Chief and his sidekick Max along the way, back to Pepperland, never to be seen again. Meanwhile, the theropod unleashed its wake, nearly plummeting Bongo and Pacha to his position, ready to devour them, though they were saved in the nick of time. While chasing after the resistance, Sharptooth encountered Hercules, with the demigod grabbing the monster's teeth, struggling as he was pushed back by the creature; ultimately, he slammed its head into the ground, knocking him off. Noticing the beast emerging, Shang, Mulan, and the Chinese Imperial soldiers fired their missiles, which deployed nets, intending to seize him on the spot. Unfortunately, the blasts missed the theropod, striking Marahute instead. Though it looked that they were done for, the heroes received an unlikely source of help, as Willie the Giant arrived to assist the resistance, striking Sharptooth down with his club. He then revealed that he was found by the Wise Council after his defeat by Sir Peter and Smrgol, and was convinced to partake in the final assault as a means to stand up against Hades, Jafar, and Holli Would, who manipulated him to serve their bidding. However, he was unaware that Sharptooth re-emerged, pummeling Willie to the ground, knocking him out. With the last additional force taken out, the resistance began to back up, until the other T-Rex arrived and challenged Sharptooth to battle to the death. In the proceedings of the fight, the ground beneath the dinosaurs, along with the captured Marahute, began to crumble. Stepping forward, Megara began to untie Marahute from the net, releasing him from the ropes. However, she was too late to escape, as the continuing fighting of the dinosaurs allowed the ground to crumble, tumbling both of the theropods and Meg to their demises. As Meg washed up on shore, the resistance checked up on her as she was dying from the fall. As Meg passed away, Hercules, Marahute, and the others mourned her loss, though the demigod wasn't willing to quit just yet, mustering his courage to lead the others in the coming battle.


In Paris, Frollo received word of the deaths of Tyler and Marcus in the battle of the Holy Land by Pete, relieving him from worrying about two single threats alone. Still, he assigned Pete and Gaston to join Maleficent and Mok's vanguard on the village of Bald Mountain in the battle against the Royal Council's army to keep Maleficent and Mok occupied, while he would make his move to stop Mok, having had enough of Mok's ultimate scheme. Though Gaston had second thoughts since they were in low numbers to fight the resistance, Pete, on the other hand, had an alternate solution, introducing the very person who revealed the deaths of Tyler and Marcus in the first place: Shan Yu. With his former master gone, Shan Yu and the Hun army pledge their allegiance to Frollo and his allies to stop the resistance. After securing his loyalties, Frollo mobilized his small army to the barren valley to meet with their attackers.

On Bald Mountain's powerplant, Ruber demanded from Facilier a power boost to defeat his foes. Facilier complied by fusing his arm with a sword through his voodoo sorcery, making him nearly invisible and indestructible against enemies' attacks. Close by, Thrax, still on the run after the battle of Planet Z, decided to take Maleficent's offer and aid her in the final battle. Intrigued by his sudden change and offer, Maleficent gladly welcomed him into the fold. Before heading to join the others, Merlin and Cinderella urged Aurora to restore the magic wand's former user. Mustering the powers of the wand, Aurora restored the Fairy Godmother to life, releasing her from her stone prison and restoring her wand back to her. Upon confronting Gus, the Fairy Godmother undid Lady Tremaine's curse, transforming him back to human. At the same time, Prince Hans urged Merlin to assist the others in their final battle. Seeing potential in his capabilities, the wizard complied, transforming him to man-sized, equal to fight the most powerful swordsmen. After realizing that they were running out of time, Merlin ushered the others to the final battle at the village. Unnoticed by Merlin or any of his allies, the shadowy figure who survived Willie's rampage snuck up on the Council's army, having taken an interest in watching over Snow White ever since his first encounter with her.

On Mok's zeppelin, Eris brought Jasmine and Angel before Mok, leaving the superstar to set in motion his ultimate plan. While not intimidated by his threats, especially after being captured once, Mok assured them that they will be forced to serve his ends, goading them that the game took turns for him to win. As Mok ordered the Schlepper Brothers to restrain the heroines to circuit boards, he in turn set off to the powerplant, eager to open the portal and release the lesser demon to the mortal world.

Arriving at the ruined village of Bald Mountain, King Stefan and Aragorn led the resistance in an all-out assault against the vanguard of Mok and Maleficent's allies, comprised by Frollo, Gaston, Pete, King One-Eye, Yzma, Shan Yu, and their henchmen. While the elves, at least those who survived the Bakshi Bunch's wake of destruction, engaged Pete's weasel guards, Gaston blasted several of the fairy creatures down with his blunderbuss. At the same time, Frollo ordered his men to stop the resistance's counter-offensive only to be repelled by Fievel (while on board of Pterano), Petrie and his siblings. Additionally, Curdie destroyed the judge's wagon with a falling beam, nearly killing him. As LeFou and his buddies cornered Cera, they failed to notice her father Daddy Topps, who rushed to his daughter's aid and unleashed his wrath, sending them panicked away. LeFou also got stunned by Cera's horn before retreating with the others. Upon confronting Curdie, Pete made his move to strike him down, only for Irene to interfere and stun the captain of the guard. At the same time, Teegra cut off a chandelier that fell upon Pete's remain weasel guards. The thug in turn was captured in the path of the weasel guards, sending him reeling away. As Frollo rallied his remain soldiers, ordering them to get the beam and destroy the power plant's doorway, the other heroes watched King One-Eye manning his war machine, commanding Zigzag and the One-Eye soldiers to attack. As the One-Eyes advanced towards the resistance, the other combatants found Yzma holding the potion that could turn Fly to a human. While distracted, 26 knocked the adviser with a swing of her tail, dropping the potion in the process, allowing Fly to make his move to take it. When it seemed that Yzma would gain the upper hand, Crysta stepped in and transformed Yzma into a small bunny. As a hawk passed by, it descended and captured Yzma, taking her out of the battlefield. At the same time, the Hun army fired a volley of arrows towards the resistance, only for the Iron Giant to blast at their positions, scattering their number. Meanwhile, Zigzag charged towards Aladdin, eager to finish him since his first encounter, knocking him off in the process, while the Lost Boys fought through the One-Eyes' defenses. While distracted on his fight with Aladdin, Zigzag was caught off guard by Tootles, one of the Lost Boys, who injured his horse with a slingshot, allowing to step back and cut the rope of the One-Eyes' catapults. Consequently, this led to a series chain of events that brought to the destruction of the One-Eye's war machine. During the proceedings, the Baghdad thief noticed three golden balls atop the central pole of the war machine, eager to steal them himself. As Zigzag recovered and charged at Aladdin once more, Tarzan intervened and knocked him off his horse. Pecos Bill then appear and lassoed the sorcerer, restraining him from going any further. Elsewhere, the resistance watched Shan Yu and the Hun army emerging from their initial defeat, descending towards the snowy mountainside to kill anyone they could find in their path. Upon crossing paths with Derek once again, Shan Yu was prepared to strike him down with his sword. However, his attack was intercepted by Julie, who parried his blow with her own blade, knocking him away before escaping with Derek and the others. Meanwhile, as the thief attempted to catch the golden balls, he was pulled back by the weapons of the One-Eyes, one of which blasted the snowy mountain, causing an avalanche that headed towards the Hun army and resistance. While the heroes managed to escape, Shan Yu and the Huns were not lucky; being buried alive in the snow. As Zigzag also decided to cut losses, he was caught by Dodger, who bit his foot, stunning him and allowing him to trip and fall into a pit, which was soon enveloped by the snow, dying from the exposure of the cold in the process. As the thief stole the golden balls, the war machine began to fall apart, much to the One-Eye's sorrow. In the midst of the chaos, One-Eye was unaware that Beast reached his position, ultimately meeting his demise as the Warrior toppled him from the top of the war machine to his demise. As Frollo rallied his soldiers to break the doorway, he was caught by the war machine's flames that engulfed the entire area. After eliminating the front lines, the resistance made its way to the powerplant to face with their remain allies of Mok and Maleficent, Unnoticed by any hero, Frollo and Gaston also managed to break through the powerplant, ready to stop Mok at all cost.

In the outskirts of Bald Mountain, the hawk released Yzma from its grasp. Alhough it looked that it was about to devour her, Yzma was surprised to see that the hawk was actually Madam Mim in disguise. The witch undid Crysta's spell, turning Yzma back to human, and convinced her to the mysterious stranger's alliance, having been sent to retrieve her to their cause. With nothing else to lose, Yzma agreed to her offer, setting forward to meet with her new master.

Back at the powerplant, Maleficent and Mok made arrangements for the Summoning, mesmerizing Jasmine and Angel in the process. Before they could proceed any further, the resistance burst its way inside the main chamber. As Maleficent taunted King Stefan for gathering an army of nobles and commoners, the other heroes stood up for him, demanding that they had had enough of her threats and threatened to stop Mok's scheme. Even though they had been victorious after their previous fights, the resistance had to fight through her remain allies, now included Hades, Jafar, Eris, Thrax, Captain Hook, the Horned King, Ruber, Rasputin, Scar, Shere Khan, Holli Would, Dr. Facilier, and their henchmen, in order to save Angel and Jasmine from their clutches. As soon as the villains emerged from hiding, the heroes charged and the final battle commenced. Upon spotting Ruber's metal army, the Royal Council commanded their soldiers to stop their attacks only for the monstrosities to overpower them. On the other hand, Maleficent called forward her army of goons to deal with the heroes. While the heroic swordsmen clashed with the ground forces, Schmendrick and Stanley dealt with the air ones, transforming their weapons to harmless objects. When one of Ruber's metal warriors threatened Esmeralda, Phoebus knocked him out of the powerplant. As the magic and weapon users entered the fray, they unleashed their power, annihilating the entire goon army. At the same time, Captain Hook dispatched his crew on Frederic, Daffers, and Scotty only for the heroes to knock them back with their own strength. Woog also assisted Frederic, knocking the pirates into the seas below. Taking advantage of the distraction, Ruber's griffin charged at Tarzan, taking him by surprise. Yet it was no match against the Genie, who scorched him with several powerful blasts. At the same time, Iago abducted Fievel, eager to take him to his master. Fortunately, Basil ordered Petrie to stop him in his tracks, pursuing the parrot until he released his quarry. As Fievel fell, Devon and Cornwall retrieved him, saving his life. Noticing the Horned King's Gwythaints, Rex stepped in and took them out with a golf stick. While distracted from the fight, Scotty was seized in Kaa's coils, restraining him before he would devour him alive. Seeing him in trouble, Rocko pulled the python's coils, forcing him to release Scotty. Elsewhere, the Patch of Heaven farm animals, including Benjamin, Spirit, and Cera, fought through Scar's hyena army, beating most of their number. Close by, Ozzy, Strut, Rinkus, and Sierra made their move to feast upon the supporting resistance party, only to be beaten up by Bambi, Timothy Q. Mouse, Brer Rabbit, and Timon. While slithering towards the resistance, taking the forms of snakes, Pain and Panic advanced to restrain Miguel and Tulio. In spite of their efforts, the con men saw through their ruse, grasping them quickly before punching them away. As Ruber's metal warriors chased after Panchito and José, Willie took note and crashed the monstrosities with his bare hands. While the remain weapon and magic users destroyed the remain goons of Maleficent, Eris sent the Roc to stop with the resistance. Acting as living bait, Team Atlantis boarded an Atlantean ship and use it to distract the gigantic bird allowing to turn its attention solely to them. As soon as Team Atlantis passed through a small inlet, Vinny used a stick of dynamite to destroy it, crushing the pursuing Roc under its weight, much to the goddess' annoyance. Meanwhile, Shere Khan was prepared to maul Hubie only for Francis to intercept and fight the tiger himself. After seeing that Khan was tough enough to skin Francis alive, Spirit rushed to his aid, knocking the tiger out with his hooves. However, Zira lunged at the mustang, knocking him aside. Watching on, Wilbur came to Spirit's defense, taking Zira by surprise. Yet Scar emerged and fought Wilbur back, knocking him out. As Charlotte made her move to aid the resistance, Scar tosses the spider aside. Upon confronting Balto, Scar made his move to kill him on the spot. Though he managed to pin Balto down, crushing the life out of him, Big Wig tackled the lion, releasing the wolf-dog from his grip. In the midst of the chaos, Colin spotted Captain Hook, crossing swords with him once again. Though the pirate parried most of his blows, Julie arrived to assist, engaging blows with him. After briefly breaking her guard, Julie knocked out Hook with a strong punch. While distracted, Stitch was swatted away by Thrax. Confronting him, Lightyear challenged the evil virus into a unarmed battle, since his claw was still encased in ice following his encounter with Jim. Despite his efforts, Thrax overpowered Lightyear, though he was forced to flee, not wanting take any further risk. Ruber, on the other hand, revealed himself to the resistance, showing his upgrade form before them. This form proved tough for the resistance as Ruber easily incapacitated most of the heroes, including Pecos Bill, Robin Hood, and Hercules. However, he was ambushed by Simba, who lunged at the knight, smashing him through one of the powerplant's windows. As he regained his senses, Ruber moved in to kill the lion. Though Simba thought that was he was a goner, Vinny arrived to his aid, blasting Ruber with an ectoplasmic shot; the blast vaporized Ruber from existence, relieving the lion. Meanwhile, Rasputin confronted Beast and Belle, and used the powers of his reliquary to destroy a chandelier above them, intending to crush them on the spot. Thankfully, the heroes evaded the shot. Rasputin them made work towards the resistance, summoning a wave of magical energy towards Phillip, with the hero shielding himself from the wave, though he was bit by Pongo. As Rasputin overwhelmed the Dalmatian dog, Aladdin arrived to challenge the mad monk himself. Yet Rasputin summoned a Pegasus golem, which proceeded to pin Aladdin on the ground, intending to trample on him. Fortunately, Zeus destroyed the golem with a powerful lightning bolt, freeing Aladdin. Still, Rasputin made work towards Belle, falling atop her, and seizing her in his grip. However, he was unaware that the thin ground below him started to crumble. Despite his efforts to scramble on the surface, Rasputin drowned on the seas below the powerplant as his familiar Bartok watched on. At the same time, Jafar took on the resistance, challenging the elder Snow White and the seven dwarfelles. As he made quick work of the dwarfelles, transforming them to stone statues, and Pooka, pinning it down with a single blast, the sorcerer was caught off guard by the shadowy figure, who followed the resistance on their trails. Nonetheless, Jafar overpowered the figure, allowing to turn his attention to the elder Pinocchio, transforming him to wooden puppet. As the shadowy figure recovered and charged at the sorcerer once again, Jafar retaliated by blasting him down with a powerful blast from his staff. Staggered by the blast, the figure collapsed, seemingly dying from the shot. As Tom rushed to aid the heroes, Jafar made quick work of the other heroes, blasting them down with his powers. After being called a deluded snake by Sinbad, Jafar responded by transforming himself into a giant cobra, startling the heroes. This form easily overwhelmed the resistance including Sinbad and Sir Peter, though the joint effort of Tack and Prince Proteus managed to stun the monster. Still, Jafar made quick work in seizing Proteus only for Sinbad to push him aside, allowing to capture him instead. As he prepared to chock the life out of him, Sir Peter levitated to challenge the giant cobra. As Jafar realized, Sir Peter unleashed his fiery breath on the cobra, incinerating him alive. As Sinbad was released, the resistance looked on as Jafar disappeared from existence. With Jafar gone, the spells he casted on the heroes were undone, as the dwarfelles and the elder Pinocchio were restored to their previous state, with the exclusion of the shadowy figure. After Jafar's demise, Hades stepped in to finish the resistance himself, summoning the Titans as the last countermeasure on his side. The Titans, including the Rock, Ice, Lava, and Wind Titans, and a gigantic Cyclops, unleashed their tremendous elemental powers, scattering the heroes. Though it looked that the villains had the upper hand, the others noticed Mrs. Brisby's special talisman taking effect, glowing in the dark. Mustering her courage, Mrs. Brisby used the powers of the talisman to restrain the Titans, capturing them inside of Brisby's possession, much to the Hades and Maleficent's anger. With most of Maleficent's army in ruins, the heroes surrounded the villains and demanded to surrender. However, Maleficent and Mok had no thought of giving up yet, revealing at the heroes that the fight was just a warmup for what they had in store for them all.

At that moment, the resistance watched as darkness enveloping the land. At the same time, they noticed Mok orchestrating the invocation of the Summoning through a musical ritual. As the mesmerized Jasmine and Angel sang their parts, the other heroes looked stirred up as a portal opened up within the powerplant's base. During those moments, Frollo and Gaston snuck undetected to the inner sanctum of the base. After finally completing the ritual, the resistance heard a sinister voice from within the portal heralding the advent of the Legion of Darkness in its peak and the sealed fate of the heroes in the final showdown.

The resistance's shock turned into horror as Chernabog, the Legion of Darkness, and the lesser demon arose into the world of the living, with Mok commanding them to annihilate the entirety of the hero forces. Before the astonishing eyes of the heroes, Chernabog called forward legions of demonic hellspawns, decimating most of the non-combatants while scattering the other fighters of the resistance, as Hades, Pain, and Panic watched in excitement. Caught off guard, Jim and Mulan were pursued by demonic unbaptized babies, eluding the demons as they passed on to the next chamber, shutting the door behind them. At the same time, Hexxus summoned the Firebird to bolster his cause for ever-lasting destruction. While the Firebird began its work of destruction, burning thousands of innocents, the other demon lords and demonic minions took on most of leaders of the resistance by surprise, overwhelming them with their vast numbers; Hexxus, in particular snuck up on Merlin while the wizard was busy destroying one of the Nightmare King's chief lackeys, blasting him out of the battlefield, before turning his attention to the fairy heroes. As he prepared to kill them with the use of the machinery he used in the previous events, Jake moved in and turned off the machine, causing the spirit to lose the energy that he was gaining from it and slip into it. Close by, Maleficent challenged the prince Derek, whom she considered one of her greatest and dangerous adversaries ever lived. Thrashing bolts of dark magic, Maleficent switched targets and aimed at Quasimodo, seeing this as a chance to intimidate the prince with her mighty power. Seeing her friend in danger, Odette rushed to his aid, knocking the hunchback aside, though she received the fatal blow, striking her down. As Maleficent teleported to Derek's position to finish him personally, she transformed into a mighty dragon, startling the prince and his friends. Though Derek managed to land several blows at the dragon, he was forced to flee deeper into the powerplant's base as Maleficent unleashed her fiery breath on her surroundings, engulfing the entire base in flames. While Mok watched the lesser demon toppling debris upon several heroes, he was caught off guard by Frollo's ambush and treachery, with the judge preparing to strike him down with his sword. Despite his efforts, the lesser demon aided Mok, knocking Frollo down with the aid of a demonic hellspawn, proceeding to call another one to deal with the judge personally, sealing his fate. Despite his cries for mercy, the hellspawn devoured Frollo alive. Wanting to put an end to his goal, Mickey donned the magician's hat and challenged Mok himself. As he taunted his foe for his mission to stop him, Mok stepped in and prepared himself for the fated fight. As Mickey summoned orbs of light magic, he tossed them to hit Mok, only for him to parry most of his shots. Matters get worse when one of the shots deflected back to Mickey's hat, knocking it off. As Mok threatened that he would reach "new levels of consciousness", he fired a bolt of dark magic at Mickey, which turns into a huge wave of water which pushes him into the portal's opening, sending him to parts unknown, as the resistance despairingly looked on.

In the distraction, Captain Hook recovered and thrusted his rapier into Colin's back, stunning him. Seeing her companion in danger, Julie came to his defense, only to felt over the edge by Hook's attack. At that moment, Hans arrived to assist Julie, clashing swords with the captain in order to save the others. Phoebus, on the other hand, rallied the resistance army to stand up and face the demons as MacLeod emerged from his defeat. Seeing the valor, bravery, and courage to lead the heroes in their darkest hour, the other heads of the resistance took notice, rallying the others to fight, destroying most of the hellspawns with their combined effort. Elsewhere, Gaston, with Frollo gone, went rogue and attacked Darkwolf, though the barbarian managed to drive him over the edge of the portal. At the same time, Hans was overpowered by Hook's assault, who incapacitated the prince with ease. Thankfully, Sinbad arrived to his aid, setting the pirate up to a trapdoor. With great timing, Sinbad sent him plummeting into the raging seas below the powerplant, where he was retrieved by his crewmen. Meanwhile, as the lesser demon was about to devour Angel and Jasmine, Omar and Aladdin arrived to free their beloved ones from their bonds. As it wouldn't get any worse, the Horned King summoned the Cauldron Born, causing more trouble for the heroes as they ran for their lives. At the same time, Facilier advanced, knocking out Omar in the process. As the Horned King menaced Kayley, Garrett crept up from behind to take him by surprise, only for the King to see through his ruse, overpowering the Warrior with ease before dropping him alongside with Kayley. Facilier, on the other hand, turned his attention to the other heroes, using his voodoo magic to gradually turn Hans into a lifeless puppet. Turning his attention to Stanley and Sir Peter, Facilier used his voodoo magic to turn the troll into a stone statue, while at the same time casting an enchanting sleeping spell on the dragon, putting them out of commission, much to the horror of their friends. In the midst of the distraction, Holli stepped in and goaded Cinderella, tearing her clothing in the process. As Goofy came to her defense, Holli knocked him out with a powerful kick. Taking advantage of the distraction, Jasmine snuck up on Holli and punched her as payback for taking her hostage in the previous events. Meanwhile, the Firebird continued his path of destruction, spreading his influence outside of the mountain. On the other hand, Kenai, Koda, Timon, Pumba, Tod, Vixey, and Bambi were pursued by Ozzy, Strut, Rinkus, and Sierra, though the pterosaurs met their fate when the Aracuan Bird showed up and set them up on a chain of explosion barrels, blowing them up; their scorched remains ended up consumed by the Firebird's overwhelming flames. At the same time, Kenai and Koda passed through canyon, followed in hot pursuit by Ozzy and Strut. Though the bears managed to pass to the other side, Ozzy was not lucky as the pass was destroyed, tumbling him to the flames of the Firebird; he was followed by his brother who did not let him to go on his own. Elsewhere, Scar brutally mauled Big Wig on the verge to kill his foe. Upon witnessing the rabbit in great danger, Cera arrived to assist, although she was knocked back by the lion's bare pawns, before he would proceeded to lunge and pin her down. Though she believed she was done for, Cera was rescued by Littlefoot, who beat Scar with a tree's branch as he lunged at his foe, shoving him to the flames of the Firebird, killing him as Zira and his allies horrifyingly looked on. While Kaa, Zira, and her lioness retreated, the other frontier heroes watched as the Firebird set his sights on them, forcing them to flee into the seas below the mountain to escape from the approaching flames. As Merlin returned to the powerplant to assist the resistance, he and the others watched as Hexxus emerged from his initial defeat, now as a corporeal demonic entity, to make his final stand against the heroes. With the aid of the Nightmare King and the Emperor of Night, the demon lords managed to scatter the resistance, pulling them closer to the opening of the portal. Seeing their beloved ones in danger, some heroes stood up against the demon lords; the Spring Sprite used her plant-conjuring powers to sprout limbs on Hexxus' body, allowing him to seal the spirit within a newly conjured tree; Triton used his Trident to unleash a tremendous lightning blast at the Nightmare King; and Zeus blasted the Emperor of Night with lightning bolts. With their combined effort, the demon lords were destroyed for good.

The battle, however, was far from over for them as everyone else noticed the Firebird’s flames spreading throughout the European landscape, forcing them to run for their lives. Close by the borders of Europe, Rowf noticed Amos Slade struggling to get his leg out of the bear trap, but luckily, Crysta used her magic to destroy the bear trap, allowing him to escape from the Firebird's onslaught. Additionally, it consumed the now lifeless Puppetino, as well as the remaining sub-humans who survived the battle of the Native Lands. Meanwhile, Maleficent, who had enough of the resistance's victory, focused in taking Derek down. As Sir Orin, Danielle, and Giles stepped in to defend the young prince, Maleficent incapacitated the with ease, knocking them out. Though Aragh tried to fight off the dragon, Maleficent throttled him, before tossing him away. Cornering Derek in a high cliff, Maleficent was prepared to strike him down. Though he believed that he met his end, help arrived in the form of Robin Hood, who delivered an arrow to Derek, allowing for the prince to get it and hit the dragon in the chest. Mortally wounded, Maleficent succumbed to her injuries, tumbling off the cliff to her demise, though she managed to take Derek down along with her, much to the horror of the heroes. Acknowledging the heavy casualties, Chernabog summoned more demonic hellspawns after the heroes, all at the same time unleashing several plagues unto his foes, slaughtering more innocents, forcing the others to retreat. When Avatar, Weehawk, and Elinore made an attempt to thwart the demon, they were confronted by Hades, the only remain ally of Mok and Maleficent still standing, who incapacitated Avatar's companions with little effort. The wizard then revealed his trump card, a concealed gun, which he used to strike the god down. Nonetheless, Hades survived the shot and struck back at the wizard, knocking him off. In the proceedings of the fight, Eris popped up before Jim, Shang, and Mulan, knocking Shang out before confronting the others. As Eris taunted and provoked Jim for his infatuation with Mulan, despite being engaged to Shang, Mulan came to his defense and repulsed the goddess' threats, stating to not become further involved. As Chernabog continued his rampage on the resistance, Moses scaled the peak to stop the demon. By the will bestowed by his lord, Moses undid the Black Cauldron's effects, destroying the Cauldron Born. Upon witnessing his work, Chernabog summoned a pillar of fire to strike the prophet, all at the same time stating that he will be punished for his interference in stopping his coming. As Chernabog used his evil powers to drag Moses to his infernal realm while the resistance looked on, the heroes believed that they were finally done for. However, a new miracle happened to help those fighting in their darkest moments.

Suddenly, a bright and warm light illuminated the darkness of the land, as Chernabog watched in confusion. To his horror, Moses' lord, the monotheistic God, intervened in the battle and saved his prophet from the arch-demon's grasp. As God distracted Chernabog, Moses made quick work of the Firebird, displaying the will of his lord to destroy the spirit with torrents of flooding waters. As Hades watched the events of the battle turning against him, he was ultimately casted by God into the Underworld along with his minions. Realizing that God was a powerful deity to be reckoned with, even knowing that his powers were undisputed and unchallenged by their own, Chernabog and the lesser demon were forced to retreat back to their infernal realm along with their demonic minions, ending the Black God's threat. Before God would disappear, he tampered with the power of the powerplant, diminishing it so that Mok's plan would fall apart.

Seeing the outcome, the remain demon lords departed from Bald Mountain, not wanting to share their master's fate. As the lesser demon was dragged into its original dimension, the portal's effects were still overwhelmed by the remain energy generated by the powerplant; it suddenly began to pull back more heroes to the opening. As Gaston focused on taking down Darkwolf, he was caught by MacLeod's attack, which send him plummeting to the opening of the portal, sending him to parts unknown. On the other hand, Shere Khan tried to bring Hubie down to the portal, only for Hubie to kick a boulder that he was hanging on down into the opening, sharing his fate with Gaston. Though Hubie, Marina, and Rocko tripped over the boulder, ready to fall into the opening, Tinker Bell used her fairy dust to keep them floating, saving them from eminent death. As Facilier was also caught up with the surge of the energy, he begged for his foes to save him, momentarily before he was dragged into the opening, sharing his fate with the others. While the powerplant was stabilizing, Cale tried to shut down the powerplant system, but Korso warned him that it was going to blow up any minute. While Silver and the Genie ushered the other heroes to safety, Korso casted Cale aside and insisted him to escape with the others, explaining that it was the best option to atone for his mistakes. While catching up with the others, Jim and Mulan were ambushed by Thrax, who shoved them into the mountain's ledge, clinging on a rope for their dear life as the portal's wave drew them near the opening. As he taunted his rivals, Thrax departed from the mountain alongside with Captain Hook, the Horned King, and the remain heroes. Jim, Aladdin, Silver, and Mulan, on the other hand, made attempts to scale on the surface, though Jim realized that he had no hope in getting back on track. Accepting his fate with heartbroken feelings, Jim let Mulan go, descending towards the opening, sending him to parts unknown, as the despaired Mulan and Silver looked on. While Korso made an attempt to close the portal, he indirectly sent more heroes to the opening, including Pinocchio, Snow White, and the Dalmatian puppies, sending them to parts unknown, much to the horror of their beloved ones. Meanwhile, Facilier's spell took completely effect on Hans, turning him to a lifeless doll. As the remain heroes escaped from the mountain, Eris and Mok also cut their losses as their plan was foiled by the resistance, fleeing from the mountain at instant, with Korso the only man remained behind. As he was overwhelmed by the effects of the portal, Korso was caught up in a huge explosion triggered by the surge of the portal's opening, which destroyed the powerplant and most of its surroundings; the explosion was sensed, in a way, to other dimensions as well.

Journey's End

As the smoke was cleared by the rain, the survived heroes returned to the remains of Bald Mountain and gazed on the carnage the villains left in their wake of destruction. They may had defeated their foes, but at the cost of thousands of dead innocents. Even worse, the other heroes spotted Mulan wailing following her companion's presumed death. Additionally, Goofy, Donald, Pluto, Minnie, Daisy, the Seven Dwarfs, Esmeralda, Jiminy Cricket, Pongo, and Perdita were mourning the loss of their beloved ones, further bringing the resistance to tears. Meanwhile, Odette managed to return to her original state after Facilier's spell worn off following his demise. As she recovered, she was approached by Quasimodo, who informed her about Derek's sacrifice to save the others against Maleficent, leading the princess to wail for the loss of her lover. As everyone was starting to lose hope, Moses stepped forward and comforted them, explaining that even if they will lose some of the precious things they hold dear to them, their faith is the only valuable deed that must never lose in their darkest times, prompting them to keep forward and have faith in their works while helping others, as their former friends also had faith in them in return. Just then, Rasputin's familiar, Bartok, made his reveal to the resistance, though he was not welcomed by the others, as the heroes already knew his true allegiance with the mad monk. Bartok, on the other hand, stated that his master is gone, and he had no reasons of working with Mok, Maleficent, and the other villains; furthermore, he explained that their friends were not actually dead, and instead they were hurtled into the portal's opening, transporting them to other dimensions, as he heard from the gathering on the Forbidden Mountain. Though the heroes demanded a further elaboration, Bartok explained that this was his extend of knowledge of that matter, and suggested to find an expert scientist on the field of inter-dimensional activity, lifting the heroes' spirits as he clarified that they were trapped in other dimensions. As he wished them good luck on their journey, Bartok explained that he will continue his search for his old partner, Zozi, having been separated since his servitude to Rasputin. After his departure, Garrett pondered on their next move, though Merlin explained that his magic alone can't help them in finding their friends, and accepted Bartok's suggestion to find a scientist who has the intelligence to built an inter-dimensional portal. As Goofy questioned the wizard who would on dangerous and perilous journey across the random dimensions, Mulan, off all the heroes, announced that she will volunteered on the mission. Though Shang questioned her the reasons of her choice, Mulan stated that she originally wanted to rebuilt her homeland together with him, but her adventure with Jim led her into conflict emotions. Upon being questioned by Shang for her relationship with Jim, Mulan confirmed her love to him, leading Shang to let her go and find him. He, on the other hand, explained that he would return to China, along with his comrades, to rebuilt what's left of his homeland since the war came to an end. Merlin, however, pointed out that the war was far from over, as they only managed to delay the inevitable. He addressed the resistance to stay vigilant for any movement or action caused by Mok and his remain allies. Nonetheless, King Stefan declared that, at least, the fight was over, and advised the heroes to return to their homelands to reestablish order, explaining that should the Council needed their help once again they would let them know. The heroes immediately departed from Bald Mountain, as Aladdin and Moses looking on.

Finding out about Marcus' execution by his former agent, Cobra Bubbles rehired Kent Mansley back into the agency, though he mentioned that he would keep tabs on him as he was still unsure of his heroic deed. Mansley was happy enough to return to his original post; he turned his attention to Lilo, Stitch, and Team Atlantis, explaining that they have not seen the last of him, making them very suspicious about his real goals. Meanwhile, the Dogs and Cats were still distraught over the destruction in the aftermath of the battle. Matters got worse when Amos Slade arrived, holding Snitter and Rowf, the latter still injured after his fight against the Grand Duke of Owls, at gunpoint. In a sudden change of events, Copper intervened and stopped his master from killing the dogs. Having grown exhausted, both mentally and physically, after the events that led to his defeat, Slade couldn't bear the thought to take another's life anymore. Sparing his former quarry, Slade departed. Copper also gave up his vendetta against Rowf and Snitter after they saved him from the Grand Duke.

Elsewhere, the League of Gentlemice noticed Fievel and Jan losing hope in reuniting with their beloved ones. Just as the started to lose hope, the rodents hear the sounds of Fievel's father calling for him; the Colonel had taken his family to the League's direction. As father and son searched for each other, they eventually reunited and embraced with the rest of the family, relieving the mice. In addition, Jan reunited with her partner Daniel, finally ending her search and professing her feelings towards her lost partner. Returning to the Native Lands, Spirit and Little Creek, joined by Pocahontas, John Smith, the Patch's cows, and Buck, arrived to the Lakota tribe, where Little Creek revealed a surprise for the mustang. Before his astonishing eyes, Rain was shown alive, having been treated well by Grandmother Willow, Mama Odie, and Little Creek's tribe, much to his excitement. As they embraced, Spirit and Rain decided to move further to the American wilds to reunite with his herd. Bidding farewell to Pocahontas, Smith, Little Creek, and the Patch's cows, Spirit and Rain departed to their next destination.

Back on Bald Mountain, Sir Orin, Danielle, Giles, and Aragh recovered after their encounter with Maleficent. There, they spotted the elder Snow White, the Dwarfs and Dwarfelles, Willie, Gus, and Rosie mourning the losses of their beloved ones. Just then, the Wise Council - Carolinus, Mother Nature, the Blue Fairy, the Good Fairy, and the Fairy Godmother - arrived to help those in need. Spotting the shadowy figure passed out from his fight with Jafar, the Blue Fairy revived him and restored him to his true form: the Prince, who was also Snow White's lover, having been transformed into a hideous monster by Grimhilde and Maliss prior to the events of the war. In addition to that, the Fairy Godmother used her magic wand to break Facilier's spell on Stanley, freeing him from his stone prison, relieving Willie, Gus, and Rosie. At the same time, the Good Fairy used her magic to separate Sir Peter from Gorbash's body, breaking the spells of Jafar and Facilier, as both human and dragon recuperated. In the proceedings, Mother Nature revealed Scowl and Batso before the heroes, having recruited them following their defeat at Castle Grimhilde. With Maliss disposed off, the two lackeys decided to make amends, though Grumpy had gloomy sentiments for the two sidekicks, having already fought them in the previous events. Nonetheless, Sir Peter embraced with Milisandre while the Prince embraced with White, with the Wise Council, Sir Orin's party, Gorbash, Stanley, the seven dwarfs and dwarfelles looking on with joy.

Assembling to the Patch of Heaven, the farm animals, the League of Gentlemice, and the Dogs and Cats discover the now reestablished and repaired farm, thanks to the contribution of Sheriff Sam Brown, Panchito, José, Pecos Bill, and the Aracuan Bird. In addition to that, they announced they have repaid the taxes which fell upon Pearl Gesner and Widow Tweed, since they brought many wanted criminals to justice, allowing for the caretakers to retake their farm as their own. As Slade, the recuperating Chief, and Copper rested under the supervision of Tweed, the rest of the farm animals including Maggie, Grace, Mrs. Calloway, Lucky Jack, Buck, Wilbur, Charlotte, Templeton, and Benjamin rejoiced for having their home back. Additionally, the Fearless Four, Edmond (who was given temporary accommodation before he would return to his own realm), Patou, Snipes, Peepers, Chanticleer, Goldie, Jan, Daniel, Panchito, José, and Pecos Bill had plans in settling down to the farm, and begin a new life. The day passed on with Pearl, Tweed, Sam Brown, Panchito's team, the Russian hunters, Peter, Sasha, Ivan, Sonia, the League, the Dogs and Cats joining the others in the celebration. As the celebration was occurring, Tod watched his home from a distance, before he would join with Vixey to the American West.

At Nicodemus' hideout, Mrs. Brisby delivered the talisman that contained the Titans to Nidodemus and the Great Owl, who inform her they will hide it in a palace where no one will find it. As she was accommodated to the League's position, she came across the team making preparations to disband the team, at least temporary since their mission to stop Ratigan and Cat R. Waul hasn't practically finished yet. As Fievel returned one more time to bid his farewells, he thanked Basil, Tony Toponi, Tiger, Mrs. Brisby, and the other mice for their support in finding his family. While they informed him to stay alerted since Ratigan and Waul haven't been brought to justice yet, they explained that if he will end up on the ropes of the villains' schemes, he will know who to call for help.

After the party at the Patch of Heaven, the Dogs and Cats have found that the lost children have reunited with their families, with the exception of Geppetto. In addition to that, they found that Hans was restored as a human by the Wise Council thanks to his help in defeating the villains. As Clara and Hans reconciled, Pongo and Perdita stated that they would search for their lost puppies by any means. As they bid farewell to their canine and feline friends including Balto and his companions, Francis and O'Malley decided to disband their faction and part ways, since their mission to stop the ACS has come to an end, allowing the animal heroes to choose a life of their own outside of cruelty and oppression by their tormenters. Back in the Native Lands, Pocahontas, John Smith, Denahi, and the Powhatan made arrangements to restore order in their homeland following Ratcliffe's assault. In addition, King Jarol, Larn, Teegra, and Darkwolf also volunteered to work together with the frontier heroes to rebuilt the land before they would return to Firekeep. In the proceedings, Pocahontas, Smith, and Denahi thanked Darkwolf for bringing the Inuit hunter to the path of salvation.

Making their way to the wilds of the American West, Spirit and Rain, now joined by the Spring Sprite, Bambi, Bongo, Brer Rabbit, Kenai, Tod, Hazel, and their animal friends, reconciled with the herd of mustangs, including his mother, with Spirit reclaiming his position as leader of the herd. The new arrivals also settled in their new forest home, having found new shelter and refuge from the villain attacks. Meanwhile, the Sprite used her powers to repair the damage caused by Hexxus and the Firebird, returning the forest to its former glory. On Planet Turo, the Grand Councilwoman and representatives of the Galactic Federation and Star Command congratulated the Legacy, including Lightyear, Amelia, and Osmosis Jones' teams, Team Atlantis, Dagg's crew, the Valkyrie's crewmen, Colin and Julie's task-force, and the Iron Giant, with the highest commendations for their heroism in their battle against Zurg, Tyler, Marcus, and the Drej, as well as their contribution to save Earth. While most of the Federation and the Legacy's forces would depart to settle matters in their own homelands, the remain defenders of the galaxy decided to remain in the Federation quarters to stay vigilant from any opening attack from Zurg and his allies. Finding Von Drake, MacKrill, and Neweyes, Ariel, Rex, and their companions were relieved to see Fly, Chuck, and Stella restored as humans, thanks to the potions they stole from Yzma. However, they were shocked to realize that there weren't enough potions to restore Tiana, Naveen, and Kuzco. Despite the short setback, the scientists promised that they will figure out a way to restore them to their previous forms again. Meanwhile, Neweyes took Louie, Cecilia, Fly, Chuck, Stella, Rex, and his companions on their parted ways, right after bidding farewell to the heroes.

Gathering at Pride Rock, the wilderness heroes watched as Hubie and Marina embraced themselves, with the penguins stating that they would set in the North Atlantic to settle their own affairs. Meanwhile, the other child heroes made arrangements as well; Richard was promised by the Pagemaster and his companions a temporary stay before he would return to his own realm; 26, Kex, Mara, and Spazz made preparations to return to Dinotopia, having fulfilled their mission in destroying the "Ruby Sunstone"; Cody and Marahute set off to the Australian Outback to protect the wild from wicked beasts and villains.

As Ariel, Tiana, Naveen, and their companions also made their way to Simba and his friends, they found Pterano, who convinced to Petrie and Simba that he needed to atone for his actions he indirectly caused to the heroes. To that end, Pterano put himself into self-exile, hoping that someday Simba and his friends would pardon his crimes. With most of the raptors slain, Grandpa Longneck decided to mobilize to the wilderness of Africa wilderness and settle a new life there. Ariel and Littlefoot bid farewell and parted on their own ways, as Rafiki watched on. At the same time, Winnie and his friends departed to the One Hundred Acre Wood, having succeeded in their effort to stop the villain alliance. With their matters settled, Tarzan was thanked by his family and friends for his valor and support to the leaders of the resistance. Everyone rejoiced as Simba took his rightful place as king of Pride Rock.

At King Stefan's castle in Germany, the Royal Council and the leaders of the resistance hosted a huge celebration for defeating their foes despite knowing that their troubles weren't over. Most of the parents, noble figures, and magic users also appeared to pay tribute and thank their subjects for their heroism in the war. As they feasted and danced all day long, some others spent a moment with their their beloved family and the ones that helped on their journey with tearful farewells before they would depart to their homelands; Frederic, Daffers, and Scotty were praised by Triton and Nessie for their valor and courage in defeating their foes; Aladdin and Sinbad put aside their former grievances and formed a mutual friendship following their victory against their opposes, vowing that they wouldn't never collide with each other again, and maintaining a peace treaty between the two alliances, with their companions rejoicing. With peace restored, Sinbad, Proteus, Marina, Eric, and the Arabic pirates made arrangements to return to Syracuse and Denmark and restore order in their homelands.

At the same time, Esmeralda, Phoebus, Clopin, and Jiminy Cricket congratulated Miguel, Tulio, Chel, and Altivo for their work in fighting the villain forces together and bid them farewell as they headed to lands unknown; Nemo thanked the Medieval Warriors for supporting him in his darkest hour, before he would head to Slumberland along with King Morpheus and his family; Peter Pan, Crysta, Zak Young, Prince Cornelius, and Thumbelina thanked Magi Lune as well the Pagemaster and their fairy friends for their assistance in defeating Hexxus, exchanging their parted gifts before they would return to Neverland and Ferngully; additionally, the Council knighted Garrett and Kayley whilst they let the young Arthur ascend a life of royalty as proven by his courage and bravery, with Ector, Kay, Pellinore, Lady Juliana, Devon, Cornwall, and their servants supporting and cheering them on their effort; King Papa, Curdie, and Irene decided to return to their castle in Hungary and restore order in their homeland, as Great Great Grandmother Irene looked on; Anastasia Romanov, Dimitri, Vladimir, and Pooka made arrangements to return to America and start a new life there; Zeus and the Olympian Gods congratulated Hercules for his valor and courage in leading the resistance into battle, as well as saving them from the villain forces; Omar, Angel, Dizzy, and Stretch thanked Aladdin and his friends for helping them in saving the lives of their friends, announcing that they would settle affairs back in their homeland; Robin Hood was praised by his companions and friends for his courage in leading the resistance into the battle, with the legendary hero announcing that they would restore order back in Nottingham; Taran reconciled with Hen Wen after their long separation, before making preparations to return to his homeland in Wales alongside with Princess Eilonwy, Fflewddur Fflam, and Gurgi; King Nod praised the Baghdad thief for his indirect effort to thwart the One-Eyes, whilst Tack and Yum-Yum began to settle affairs back in their homeland; Odette thanked Quasimodo for his support whilst she was searching for Derek, though she proposed him to part ways and return to Paris to help the others while she would search for her lover alone; the Beast, Belle, Maurice, and their servants made arrangements to return to their castle and restore order since Ruber's assault; Aurora, Philip, Cinderella, the French King, his Grand Duke, Queen Uberta, and Lord Rogers also made arrangements to settle affairs in their own homelands; the Unicorn thanked Schmendric, Molly Grue, Prince Lir, and the Genie, her most beloved rescuer, for helping her out in her darkest hour and bid them farewell before she would leave to parts unknown; Geppetto entrusted Figaro and Cleo to Minnie while he would search for his lost son; Merlin and Stefan thanked Avatar, his companions, Gandalf, and the Fellowship of the Ring for their assistance in defeating Mok, Maleficent, and Chernabog, with the sorcerers and companions making their own arrangements to settle affairs; the Emperor of China and Shang, on the other hand, gave blessings on Mulan for her destined mission.

Outside of Stefan's castle, Mulan began packing for her journey until Mushu questioned her for her decision. Mulan, on the other hand, was determined on her mission, having been driven by the loss of her family and friends. Seeing that she couldn't change her mind, Mushu volunteered to aid her since it was his mission to protect her, with the maiden appreciating her guardian's assistance. As she headed to meet the others, Mulan happened upon Aladdin and Moses exchanging their last parted gifts, with the prophet giving them blessings on their journey to find their beloved ones. As Moses and his family, including his wife Tzipporah and his siblings Aaron and Miriam, departed to lands unknown, Mulan announced that she was already packed for her journey, leaving Osmosis Jones and Drix, who got assigned by the Federation, to escort her on her mission. When Lilo asked her if she would really leave, Mulan responded that it was the least thing she could do compared to what Jim and the others did for her. As she told her that she would miss her, Mulan explained that she will be together with them when she will find Jim. In the proceedings, Mulan spotted Jim's mother Sarah grieving for her son's loss. As she approached her, Mulan comforted Sarah, stating that she did everything in her power to keep him alive. Realizing her intentions, Sarah calmed Mulan, explaining that Jim told many wonderful moments he shared with her, with Mulan vowing that she would find her son. Meanwhile, Lightyear made arrangements to bring Silver to custody, having been serving Zurg for an extensive period of time before his resign from his services. While Mulan briefly objected Lightyear's decision, having helping her out on several occasions, Silver stopped her advances, telling her that he needed to atone for the crimes he committed to the Federation and the resistance. In addition to that, he praised Mulan's destiny and ambitions, prompting her to spread her horizons on her life, though he promised her to find Jim. As Lightyear sent Silver en route to one of the Federation prison cells, Aladdin and Jasmine approached the maiden. Wanting to give her a formal closure, Aladdin and Jasmine advised Donald and Goofy to accompany Mulan on her journey, convincing them that they might find their compatriot Mickey along the way. Feeling grateful, Mulan accepted Aladdin's offer as she appreciated more help, and thanked all the people she met and mattered to her. As Mulan's team headed off to their mission, Aladdin and Jasmine returned to Agrabah for rest following the end of the war.

Back at Bald Mountain, the falcon Hayabusa searched the snowy mountainside far and wide until it caught its master, Shan Yu, and some of his remaining Hun warriors unearthing from the avalanche. Soon, they were joined by Pete, who was also revealed to have the survived the battle, who proposed an offer of alliance to continue the legacy of their fallen masters. Reluctantly, Shan Yu agreed on his terms. At the Red Lobster Inn, Medusa and Edgar met with Mr. Winkie, who was revealed to have survived the battle at the Mix Max factory, who revealed to them his new acquaintance following the ACS' downfall: Darla Dimple. Having caught word of Cruella's defeat, Dimple made a new offer, proposing them to join forces with her for the takeover of the rising criminal empire directed by the newly prominent criminals.

After being banished in the Underworld, Hades, along with Pain, Panic, and Abis Mal (the only survivor of Rothbart's team), yelled out lividly with his recent defeat; that was at until the soul of Tyler entered the domain of death following his demise at the battle of the Holy Land. Seeing himself in the clear, Tyler demanded Hades to restore him to life. The god, however, had other plans as he had grew irritated by his betrayal against Maleficent and her circle of villains. Tyler was helpless as the infuriated god put him in his place, dragging him to the pits of the River Styx, where he would be tortured for all eternity, as his minions watched on.

In the outer space, Zurg and his remain allies lamented their defeat over to the Federation and the Legacy, vowing that they will have their chance to strike against their enemies, though this time they will be backed by new allies. Back on Earth, Red, Belladonna, and B.L. Zebub (the only remain demon lords of the Legion of Darkness) took refuge at the Alcatraz Prison in San Francisco pondering their next move. B.L. Zebub promised Red and Belladonna that they will figure out a new way to bring their master back to the world of the living. Following their demises on the final battle, Zigzag and Rasputin found themselves in Limbo, where they scheme to liberate themselves from the afterlife prison. Returning to Tartarus, Eris greeted the new arrivals who ended up on her realm following their demises on the world of the living, including Ursula, Clayton, Scar, and Queen Grimhilde (the latter still in her hag form). Additionally, she welcomed the newly arrived souls of Megara and Derek, stating that she would keep them on watch for the time being, much to their shock and despair. Meanwhile, the mysterious stranger took his gathering of sorcerers to the wishing well on the castle of Andalasia, where he set in motion his next move. Wanting to have a spy in-between dimensions, the stranger sent Saruman into the well to serve as an emissary in his agenda. As he stepped into the portal, the wizard ascended to "new levels of consciousness", finding himself to the live-action universe, where he would deliver the stranger's contingency plan.

Before she could head on her mission, Mulan's team stopped by the resting place of Mulan's parents Fa Zhou and Fa Li. As she paid her respects, Mulan stated that the man who killed them is finally brought to justice, leaving them to rest in peace. However, in a twist of events, the spirits of her parents showed up and revealed that they were watching after her ever since they were perished, and they will still watch after, appreciating the fact that she visited their graves. Though they mentioned that she was left alone, Mulan responded that she made new friends along the way, making her reliable to others as well. As father and mother confessed that they were always proud of her, Mulan thanked them and bid them farewell before they returned to their resting place. Though Donald and Goofy pondered on their next move, Mulan lifted their spirits, stating they will find their friends no matter the cause, the destination, or the journey. Encouraged, Mulan's team embarked on a new adventure across the world.

In his new lair, Mok, now joined by Holli Would, consulted his mysterious friend through his super-computer, revealing his failure to open the portal to other dimensions, as well as mentioned the stationary progress to release Chernabog and his Legion of Darkness. The other figure reasoned with him, stating that his work would be completed in due time. However, he prompted him to gather new allies to accelerate his own plans. Upon mentioning his rival Mickey, the figure said that he currently resides in his domain under his supervision. When Mok asked him about the current situation to deal with the heroes who defeat them, the figure stated not to worry about them, explaining that they will let them celebrate on their short-lived victory; as the chain of events will lead to his prominence, he will show them the true meaning of fear, ending his speech with a maniacal laugh. As the transmission ended, the panel was changed to the cackled figure in the CGI universe, revealed to be none other than Pitch Black, the true Nightmare King, who had his own schemes to accomplish in the near future...

Events of the Second War

New Beginnings

After his conversation with Pitch Black, Mok took Holli Would and the Schlepper Brothers with him to meet with another of his acquaintances for work on a project called “the Armageddon Key.” Elsewhere, at an elementary school inhabited by anthropomorphic animals, the students, including the duck Alfred J. Kwak, his friends Ollie, Andy and his brother, the crow Dolf, the bear cub Kit Cloudkicker, Gosalyn Mallard, Donald's nephews Huey, Dewey, and Louie, their friend Webby Vanderquack, and the slow-witted Bertie Birdbrain, were being taught by Professor Owl and Bas. During the lecture, Bas told the students about the history of racial prejudice, leaving Dolf concerned about a secret he was keeping from his companions.

Meanwhile, the mysterious stranger who had recruited a number of sorcerers to his cause was revealed to be the powerful Archmage Destane, who had watched the events of the previous war from the shadows and decided to become involved in the conflict to seize power for himself and those loyal to him. As part of this plan, he instructed Clavious to seize the fabled Eye of Odin, currently being held at a museum in New York City. At the same time, in New York, the sinister organization known as the Dark Hand, led by the criminal Valmont, prepared to rob a bank with the use of their magical Dragon Talismans. Unnoticed by the criminals, the dragon-boy Jake Long (who had the ability to shapeshift into a dragon) had been eavesdropping on their scheme and decided to stop them. In the realm of Meridian, the wicked Prince Phobos sent his loyal servant, the shapeshifting sorcerer Lord Cedric, to deal with some intruders who had been recently spotted in the mountains nearby.

While relaxing at the Sultan's palace in Agrabah, having grown weary after the previous war, Aladdin and his companions were ambushed by ruthless warriors led by the sorcerer Keldor, who arrived with intentions to claim the city as their own. The royal guards attempted to stop Keldor, only for him to easily dispatch them. Transforming into a pro wrestler, the Genie, joined by Jasmine, took on the warriors, besting Kronis and Beast Man effortlessly. Meanwhile, Tri-Klops traded blows with Aladdin, though the villain was driven into the path of the Genie, who blasted him down. Fed up by his warriors' incompetence, Keldor stepped forward to end the nuisance himself, locking blades with the street rat. While focusing on his rival, Aladdin was intercepted by Beast Man, who tossed his blade away, leaving Keldor to cut his arm. While distracted taunting his rival, Keldor was left open to Jasmine, who splashed him with a goblet filled with poison, partially melting his face. In agonizing pain, Keldor fled, followed by his warriors.

While trekking through the mountains near the kingdom of Meridian, the Eliatrope Yugo, accompanied by his elderly friend Ruel Stroud, the knight Dally, the princess Amalia Sheran of the Sadida Kingdom, her personal handmaid and archer Evangelyne, and his pet Az, headed off to seek assistance from the other heroes should their homes be attacked by Mok’s forces. However, they were intercepted by Lord Cedric, who informed them that he would kill them for trespassing in his master's domain. While frightened by the appearance of the serpentine creature, Yugo and his friends mustered the courage to defend themselves. Though Cedric struck first, knocking Ruel into a nearby boulder and throttling Dally, Yugo and Evangelyne combined their efforts to release their friend. Finding a second wind, Dally retrieved his sword Rubilax and engaged the enemy once more. Working together, the heroes managed to overpower the monster and take him down. Victorious, Yugo and his friends fled from the mountains while Cedric escaped to the castle to make his report.

In New York, the Dark Hand tunneled into a bank and began making off with the funds inside, not knowing they were being watched by Jake Long. However, Jake accidentally reverted to human form and fell to the ground, catching the attention of the criminals. Transforming once again, Jake managed to best Tohru, Finn, Ratso, and Chow, but Valmont used the powers of the Dragon Talisman to blast flames at his rival. Suddenly, both parties were interrupted by the arrival of Mouser robots, sent by their inventor to rob the bank. Using the distraction, Valmont and the Dark Hand retreated. Meanwhile, Jake fought through the Mouser robots, though he was forced to leave the bank after the robots destroyed the foundations of the building.

Close by, in the sewers underneath New York, the rat sensei Master Splinter was training his adoptive sons, the Ninja Turtles (Leonardo, Raphael, Michelangelo, and Donatello), in martial arts in order to defend the citizens of the city. Suddenly, the group was attacked by Huntsclan warriors, led by the Huntsman and the Huntsgirl, who had been sent by an unknown client to kill the Turtles on his behalf. As the Turtles prepared for battle, the Huntsclan warriors made their move. However, they were dispatched by the Turtles, leaving the Huntsman and the Huntsgirl to deal with them personally. At the Huntsgirl's request, she took her master’s Huntstaff and stepped forward to stop them. Though she managed to fight through their ranks, she was beaten by Leonardo's surprise attack. The Huntsman then reclaimed the staff and charged Splinter, intending to kill the old sensei. However, Splinter proved a more competent and dangerous foe than the Huntsman was expecting. In the wake of the Huntsman's attacks, the sewers began to crumble. As the Turtles rushed to their master's side, they delivered a coordinated kick to the Huntsman, knocking him out of their home. However, the ceiling then collapsed, apparently burying Splinter in rubble. The Turtles ran off to check on him as the Huntsgirl made her escape.

At Middleton High School, a group of transfer students had been sent to the school after the war had threatened their homes. The new arrivals consisted of the W.I.T.C.H. members (Will Vandom, Irma Lair, Taranee Cook, Cornelia Hale, and Hay Lin), Daniel Fenton and his friends Sam Manson and Tucker Foley, the android girl Jenny and her friend Brad Carbuckle, the Mewman princess Star Butterfly and her companion Marco Diaz, Wendy Corduroy of Gravity Falls, Randy Cunningham, and his friend Howard Weinerman. At the same time, local teenagers and espionage agents Kim Possible and Ron Stoppable were contacted by their friend and IT support, Wade, who informed them about the Eye of Odin being put on display at a museum in New York thanks to the patronage of entrepreneurs David Xanatos and Vlad Masters. Realizing that the valuable relic could be a target for criminals, the two young agents decided to investigate.

Far away, in the wilds of Africa, Littlefoot and his friends noticed an egg being stolen by a strange helicopter and set off to save it. Back at the elementary school, as the students broke for recess, Alfred, Gosalyn, Cloudkicker, Huey, Louie, and Dewey confronted Dolf, noticing something off about his behavior. Provoked by their questioning, the irritated Dolf lashed out at Alfred, causing a fight between the two. Fortunately, Gosalyn managed to stop their quarrel, knocking Dolf to the ground. As Dolf recovered and prepared for another fight, Alfred and the others noticed Dolf's scratched beak, seeing that he had painted his naturally yellow beak black. Upon being questioned, Dolf broke down in tears, exclaiming that he would be killed if anyone knew his secret. Before anyone could ask him what he meant, he fled.

Elsewhere, Ariel and Flounder explored the Arctic Ocean, where she encountered two young siblings Sokka and Katara, hailing from the Southern Water Tribe, fishing. As the pair were arguing, Katara unconsciously unleashed an ocean wave with her waterbending powers, destroying a nearby iceberg. As the iceberg tore apart, chunks of floating ice fell upon Flounder, freezing him alive. As Ariel tried to release her companion, Katara used her powers to melt the ice, freeing Flounder. As Ariel, Katara, and Sokka introduced themselves to each other, another iceberg, containing two lifeforms, rose to the surface. Seeing that one of the occupants of the iceberg was a young boy, Ariel used an icicle to break open the iceberg. Ariel and the two siblings watched in astonishment as a bright column of light emerged from the ice and shot high into the sky. Some distance away, Shan Yu and Prince Zuko, crown prince of the Fire Nation, noticed the column of light, with the latter realizing he was closing in on the quarry he had been searching for for years.

Back in New York, Kim and Ron arrived at the museum to keep watch over the Eye of Odin. Shortly after they arrived, however, the pair was ambushed by the ghostly supervillain Vlad Plasmius. The ghost told them that the artifact was under his protection, and he believed the two agents had come to steal it. Unable to convince Vlad of their true intentions, Kim and Ron were forced to defend themselves. While both parties trad